The Raleigh Jaycees CIF Board Meeting Minutes 8-26-08

Attendance: Ed Blackman, Jamilyn Cole, Linnell Compton, Cliff Hamilton, Stacy Hanna, Paul Hoover, Michael McKnight, Karen Ray, John Sauter, Pat Sauter, Mona Shah, Heather Snyder, Melissa Taylor, Khaner Walker, Beth Worsley, Jeff Zabawa, Andy Zeh

Call to Order – Paul Hoover Pledge of Allegiance

Presentation of Initial/Final CPGs:

Project: Bowl-a-thon Initial CPG by Kim Guthridge; Andy Zeh motioned to approve the CPG with a $275 appropriation from the Chapter. Ed Blackman seconded the motion. Discussion: thanks for running the project, excited to have it run for the Alzheimer’s Association; looking forward to the event. Motion passed.

Project: Burn Congress Initial CPG by Neph Bailiey and Teresa Nichols; John Sauter motioned to approve $1,500 appropriation from CIF pending approval of budgetary concerns at the called board meeting on 9/2/08. Ed Blackman seconded the motion. Discussion: thanks you will do a great job; will begin discussion on where the money came from; this type of project has blossomed; great contacts for the Chapter. Motion passed.

Project: Mutt Strut Initial CPG by Kris Montgomery; John Sauter motioned to approve the CPG as written with a $40 appropriation from the Chapter. Linnell Compton seconded the motion. Discussion: we are excited to see how this project will go; thanks for running the project; motion approved.

Community Development Area Update – Cliff Hamilton – Goodfellows is running; lots of projects approved tonight; no other announcements

Treasurer Area Update – Jeff Zabawa – sent out the annual treasurer report; Jeff went over this report briefly; will be presented to the members at the GMM on 9/16/08; if you have any check requests then let him know.

Legal Counsel Area Update – Michael McKnight – no report at this time.

Secretary Area Update – Heather Snyder – Heather motioned to approve the minutes from the July meeting. Stacy Hanna seconded the motion. Motion approved.

New Business:

Open New Account – Jeff Zabawa motioned to allow the Assistant Treasurer to open a new CD for the scholarship fund; motion seconded by Stacy Hanna; Discussion: want to earn more money; will be in a short term CD; friendly amended to by Treasurer of CIF; motion approved.

Bylaws Committee Update – Ed Blackman – Ed Blackman motioned to include the report of the committee to be entered into the minutes so that the proposal and rationales would be available to future boards. Seconded by Stacy Hanna; motion passed. Please see attached proposals. Ed Blackman motioned to allow him to use the Chapter announce list to send info to the members about the bylaws and updates from tonight’s meeting. Motion seconded by Pat Sauter. This will be the same email as for the Chapter. Motion passed. Ed Blackman motioned for the board to endorse the proposals 1-4 as presented by the Bylaws committee. Motion seconded by Stacy Hanna. Discussion: thanks for getting this info out so we could review it early; had majority of discussion over emails; motion approved.

No other business.

Meeting adjourned with JC Creed.

2008 Raleigh Jaycees Bylaws and Policies Committee Report for CIF attached below:

Proposal:

To change the text “third Tuesday in September” in Article VI, section A to “day of the first regular Raleigh Jaycees, Inc. membership meeting in December”.

ARTICLE VI. MEETINGS OF MEMBERS

A. Annual Meeting – The annual meeting of the Corporation shall be held on the third Tuesday in Septemberday of the first regular Raleigh Jaycees, Inc. membership meeting in December every year. The location of the annual meeting shall be the same location as the regular Raleigh Jaycees, Inc. membership meetings, unless determined otherwise by the Board of Directors of CIF. The purpose of the annual meeting shall be to receive a report on the activities of the Corporation and to elect directors for the coming year and to transact any other business that may properly come before the meeting.

Rationale:

Members of the Raleigh Jaycees are automatically members of another separate corporation, the Raleigh Jaycees Community Impact Fund, a charitable corporation under section 501c3 of the IRS code. Having a separate corporation allows us to solicit tax-deductible contributions for our community projects, but it also requires us to legally maintain two separate corporate entities. Part of those requirements is to have at least one meeting of the CIF membership each year.

Our bylaws state that part of the business of that membership should be the election of directors, but the third Tuesday of September occurs before the Raleigh Jaycees election meeting. Additionally, there is nothing in the Raleigh Jaycees bylaws that says that the regular membership meetings must occur on the third Tuesday of the month, so the CIF's current bylaws ties us to a day of the month that isn't guaranteed to have a Raleigh Jaycees membership meeting.

Therefore the CIF Bylaws Committee recommends that we change our bylaws to hold our annual meeting on the day of the first regular Raleigh Jaycees membership meeting in December.

Proposal:

To strike the words “or nomination” in Article VII, section E.

ARTICLE VI. MEETINGS OF MEMBERS

E. Vacancies – Any vacancies occurring among director positions shall not be filled, except to the extent that any such vacancy is filled by the election or nomination of a new director of the Raleigh Jaycees, Inc. Any new director elected to fill a vacancy on the Board shall serve the remaining term.

Rationale:

Our bylaws provide that new directors elected or nominated by the Raleigh Jaycees for their board automatically become directors of the CIF. However, the Raleigh Jaycees bylaws contain no provisions for nomination of directors: they are either elected by the Raleigh Jaycees membership in their annual elections, or elected to fill a vacancy after installation by a majority vote of the Raleigh Jaycees board of directors.

Therefore the Bylaws committee recommends that we change our bylaws to drop the unusable phrase.

Proposal:

To strike and replace the last sentence in Article VIII, section B with “A director who is currently serving as a Vice-President of the Raleigh Jaycees, Inc., whose duties include any community fundraising responsibilities, may not concurrently serve as President of CIF.” and to strike and replace the last sentence in Article VIII, section C with “A director who is currently serving as a Vice-President of the Raleigh Jaycees, Inc., whose duties include any community fundraising responsibilities, may not concurrently serve as Treasurer of CIF.”.

ARTICLE VIII. OFFICERS

B. President – The President shall be the principal officer of CIF and shall preside at all meetings of the Board of Directors. The President shall appoint all committee chairs and committee members and be an ex-officio member of all committees. A director who is currently serving as the Community Fundraisinga Vice-President of the Raleigh Jaycees, Inc., whose duties include any community fundraising responsibilities, may not concurrently serve as President of CIF.

C. Treasurer – The Treasurer is the financial officer of the Board and shall preside at any meeting at which the President is not present or when requested by the President. The Treasurer shall be responsible for keeping accurate books and records of the Corporation’s financial condition and for filing, or causing to be filed, annual tax returns and annual reports of the Corporation. A director who is currently serving as the Community Fundraisinga Vice-President of the Raleigh Jaycees, Inc., whose duties include any community fundraising responsibilities, may not concurrently serve as Treasurer of CIF.

Rationale:

Our bylaws state that the board will elect its own officers. It is traditional for the Raleigh Jaycees President, Legal Counsel, and Secretary to be elected as the President, Legal Counsel, and Secretary of the CIF, and for the Assistant Treasurer of the Raleigh Jaycees to be the Treasurer of the CIF, but there is nothing in our bylaws that enforces that tradition. To deter fraud, our bylaws also prevent the Community Fundraising VP of the Raleigh Jaycees from being the President or Treasurer of CIF.

However, the Raleigh Jaycees no longer have a VP with the specific title “Community Fundraising VP”, but rather have only a generic Vice President title with duties assigned by the President.

Therefore the Bylaws committee recommends that we change our bylaws to restore the effect of the prohibition of a Raleigh Jaycees VP with community fundraising duties serving as the President or Treasurer of the CIF.

Proposal:

To strike the words “A Director or” in Article VIII, section F, and replace them with “An”, and to strike the words “of Directors and Officers” in the heading of that section.

ARTICLE VIII. OFFICERS

F. Removal of Directors and Officers – An Director or Officer may be removed from office at any time, with or without cause, by a vote of two-thirds of the Directors then holding office.

Rationale:

Article VII, section K already provides for the removal of directors from office upon a two-thirds vote of the board, so the references to directors in this section are redundant.

Therefore, the Bylaws Committee recommends that the redundant references should be removed.