Minutes of the Advisory Board Meeting
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| Dues paid thru 2001 = 361 | ||
| For 2001= 236 For 2002= 21 For 2003= 19 For 2004= 48 For 2005= 36 For 2007= 1 |
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| Total = 361 | ||
| For 2010= 27 All these are non-paying. | ||
| The 2010’s include: | ||
| 1. 21 Widows | ||
| 2. 1 Naval History Museum | ||
| 3. 1 CO USS Topeka SSN | ||
| 4. 1 Victor Hammond ETC –in Naval Home | ||
| 5. 3 Presidents (1) USS Topeka Cl-67 Reunion Assn. | ||
| (2) USS Okla City Reunion Assn. | ||
| (3) Topeka Assn of Topeka KS | ||
B. Statement of Financial Condition:
The Treasurer reports we are solvent. Detailed financial report was provided and will be mailed to the Board of Advisors.
Note: In Cash accounting we can make note of the fact that we have prepaid or made deposits in the following amounts:
For the 2001 Atlanta Reunion:
Deposit to Crowne Plaza Hotel on 01/08/2001 = $500
Deposit to Fran O'Reilly (tours) on 04/02/2001 = 200
Deposit to disk jockey firm = 100
Total 2001 reunion deposits to date = $800
For the 2002 Denver Reunion:
Deposit to Hilton Denver = $500
Noting many costs are up this year:
Directories Mar 28 ’01 cost $129 to print 100 directories vs. Jan 01 cost
of $182 for 300 directories. Postage minor increases. Newsletter cost up
due to ordering more copies, was $860 for 900 copies in May. We have
adequate cash flow for now.
The reports of membership and statement of financial condition were accepted as read.
4. The Secretary/Treasurer requested formal approval of Incorporation costs incurred in excess of the $2000 authorized in the October 28, 2000 advisory board meeting. John Reynolds had authorized the excess costs prior to the expenditure of funds.
Details of Incorporation Costs Include:
Attorney Fees
$2,165.00
Government Filing Fees 520.00
Copy costs "Kinko’s 39.05
Total costs to date $2,724.05
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The advisory board approved the excess costs of $724.05.
5. Old Business
A. Reviewed the process where the Topeka Reunion Association has sought and been granted the California and US Not-for-profit Income Tax corporate status. The bottom line is we are now a California Non-profit Public Benefit Corporation that has received IRS approval of exemption from Federal Income Tax
6. Correspondence:
A. Response to "Widows Letter of July 29,2001"
Jack Timmons, Secretary/Treasurer reports he mailed a letter to 24 widows asking if they wanted to continue to receive Topeka Reunion Association newsletters and annual directories of members. As of 8/18/01, responses have been received from 12 of the widows, 4 asked to be taken off the mailing list. Many had nice notes saying they appreciated getting the Topeka Reunion Association materials. (1 more response saying she wanted to keep getting the materials was received after the meeting.)B. Inputs received from Advisory Board Members re "Proposed bylaws"- list of those who provided inputs.
(1) Tom Eagling (2) Don Anderson (3) Jack Connery 2 submissions.
(4) Jerry Judge a handwritten submission
C. Attorney advice re legality of bylaws –membership question
(By phone). We had a question on the way we had membership defined in the proposed bylaws that were mailed to the advisory board. On the specific issues asked by our letter, the attorney advised by phone that based on the letter and preliminary research, what we had proposed on membership was legal according to the code
7. Atlanta Reunion Status to Date (as of 8/17/01)
Reported by Ruth Cass and Jack Timmons. Based on hotel reservations received and persons who have paid to date, we have 22 members signed up for the reunion. Ruth says based on past experience she expects the registrations to grow after the first of the month. Ruth says the key issue is that persons need to make their hotel reservations by September 14,2001 to get the guaranteed low Topeka Reunion Association rate. After September 14, the hotel will release the block of guestrooms and additional reservation requests will be honored on a space and rate availability basis. (Confirmed by contract review by Ruth/Jack.
8. Purpose of this Meeting - Detailed Review of Proposed bylaws and recommended path forward. Don Nellis provided detailed review of what we need to accomplish in this meeting. We must be sure that this is what we want to have available to submit to the membership for their vote to repeal the old bylaws and approve as the new by-laws. Don Nellis reviewed the comments provided by advisory board members not present for consideration.
A. Article 3 Membership
Don stated we had attorney approval of what we had provided to the advisory board on membership in the proposed new bylaws. The Transition Committee has reviewed Tom Eagling's comments about the proposed new by-laws violating the one person- one vote concept in that it would allow a married couple with one set of dues paid to be able to have two votes vs. a single or widowed person to have only one vote. Also noted we are very close to the legal limit of 25 % non-veterans as members if spouses of dues paid members are provided membership. Noted that in an advisory board meeting, it was voted that wives could vote. Don Nellis reviewed the background on the spouses voting issues. He said the spouses wanted to vote on the next reunion sites and the dates of the proposed reunions.
Much discussion about what it was that the spouses wanted to have a vote on. Some wives present stated they only wanted to vote on the next reunion site and reunion dates. Other wives present indicated they wanted to be recognized for their efforts and be full members with the right to vote in all association matters.
Allen Jefferis stated he is a member of six different reunion associations and that none of those denied the spouses the right to vote.
Allen Jefferis wanted to know how we proposed at a reunion to determine who it is that had the right to vote on reunion matters. He said that it looked like a problem to tell who was vote eligible and who was not.
Louise Jefferis indicated that the wives in all reunion associations get to vote.
Dudley Cass as a member of the Transition Committee, had an alternate Section 3.2 which would allow spouses of dues-paying members to elect to pay dues and attain Member-in-good-standing status. This alternate Section 3.2 of the proposed by laws would satisfy the need to have one person, one vote, and likely would have the effect of making us less close to the IRS 25% rule.
The alternate Section 3.2 is included herein for clarity. Quote
"Proposed alternate Section 3.2 which allows spouses of dues paying members to elect to pay dues and attain Member-in-good standing status.
Section 3.2 Requirements for Membership (Proposed) Any person who was attached to the USS Topeka (CLG 8) in a permanent or temporary status, and his spouse (subject to the conditions below), are eligible for membership in the association.
Dues, set each calendar year by the Board of Directors, are used to defray operating costs of the Association. Dues are solicited from the membership, but are not mandatory. Widows do not pay dues. Spouses of dues paying members may elect to pay dues.
Members-in-good-standing. In the year for which the former crewmember’s dues are paid, he is a Member-in-good-standing, and his spouse, upon paying dues, will also be a member in good standing for that year. Members-in-good-standing are the only members eligible to vote in association matters.
Member-at-large. In the year for which the former crewmember’s dues are not paid, he (but not his spouse) is a Member-at-large.
Widows of deceased members remain on the membership list, are welcome to participate in the annual reunions, and may receive the Association newsletter if they desire.
Honorary membership (non-voting) may be conferred by acclamation of the members present a reunion Member’s Meeting." End quote
Allen Jefferis made a motion to accept the alternate Section 3.2, the motion was seconded.
Much discussion ensued. It appeared all wanted a solution that would keep the wives involved and allow them to express their views on the next reunion sites and dates, whether they paid dues or not. A motion was made by Allen Jefferis and seconded, to amend the amendment to change the sentence "Members-good-standing are the only members eligible to vote in association matters" to read "Members in good standing are the only members eligible to vote in legal association matters."
Much discussion about what that meant. Allen Jefferis offered a clarification, to state "Members-in-good-standing are the only members to vote in legal association matters (election of Officers and/or Directors, and changes to the bylaws)."
This would allow spouses of dues paid members at a reunion to express their views on the next reunion sites and reunion dates without having to pay dues and without having a full voting membership.
The motion was made and seconded and voted in the affirmative to accept the amendment to the amendment, with Dudley and Ruth Cass being in opposition.
The Motion was made and seconded and voted in the affirmative, with Ruth and Dudley Cass in opposition, to include the amendment as amended to be included in the proposed by laws to be submitted to the membership for vote.
It was noted that after this change, a change needed to be made to Section 3.13, Voting Rights. "Only persons whose names stand on the records of the corporation, and are members in good standing, on the day of any meeting of members, shall be entitled to vote at such a meeting." The motion was made, seconded and approved to change this to read in part "shall be entitled to vote on legal matters at such a meeting."
B. Article 4 Board of Directors - Don Nellis explained that in a corporation, the Board of Directors sets the policy and the officers, in this case, the President and Secretary/Treasure or Chief Financial Officer, carry on the day to day affairs of the corporation. There should be an odd number of directors with the President as an Ex-Offico member of the board.
Section 4.2 Number of Directors
Ruth Cass stated that if we have the proposed 7 directors and the president is an ex-offico member, then we have an even number of directors (or votes
A motion was made, seconded and approved by all present to change the proposed bylaws to read "The authorized number of directors of the corporation shall be six (6) and the President will be an ex-officio member of the board of directors."
Section 4.3 Election and Term of Office of Director
Allen Jefferis voiced a concern that as stated, all the directors could be changed at a single meeting, causing a lack of continuity. He discussed the possibility that perhaps we should have staggered terms of office, perhaps some a 6-year term, some a 3-year term and some a 2 year term.
Much discussion. Nellis stated it has been very hard to get folks to volunteer for the board of advisors (which would now be Directors).
The issue of staggered terms for board of advisors was tabled.
C. Article 5 Officers
Don Nellis suggested that the President should not be the Chairman of the Board of Directors. The President is an ex-officio member of the Board of Directors. The Secretary/Treasurer should not be a member of the Board of Directors. The Secretary/Treasurer attends all meetings of the board, but is not a voting member.
Allen Jefferis suggested we consider a 1st Vice President, so that the person could have at least a year to find out what is going on before being considered for the President job.
Some discussion on this issue. Jerry Pennington suggested we leave it the way it is. Issue was tabled.
D. Article 6 Amendments
Noted that as written, amendments by members are at the annual meetings only. The Board of Directors subject to the rights of the members can change the bylaws (within the limits specified). Discussion, the Board always is subject to the voting rights of members, Directors must always know that the members have to right to reelect others as Board of Director members.
E. Other Articles that may need attention by Board of Advisors
No action was taken on other articles.
No need was seen for attorney review of the changes made today
F. Proposal for Mail Ballot for Proposed bylaws
It was decided that the Secretary/Treasurer should make the appropriate changes to the proposed bylaws and prepare a ballot for the membership
to vote on the repeal of the old bylaws and to adopt the new bylaws, with a cover sheet explaining why this vote is necessary.
It was determined that we need to make every effort to get the proposed new bylaws out to the membership for a vote as soon as possible
A Proposed ballot form was offered by the Secretary/Treasurer. Upon review it was deemed satisfactory, but needed a change to indicate to the voting members that the new bylaws may be changed if necessary at a General Meeting of Members.
(1). Mailing should be made to Members as of what date
It was determined that members as of the date of the proposed mailing should receive a copy of the proposed new bylaws with the ballots and that return ballots should go to the Secretary/Treasurer for counting.
(2). Deadline for postmark of completed ballots.
It was determined that the completed ballots must be postmarked by a date three (3) weeks from the date of the mailing of the proposed bylaws and ballots, in order to allow tabulation prior to the Atlanta Reunion.
9. Proposed Slate of Officers and Board of Directors
Don Nellis addressed the fact that when we get an approval of the new bylaws, the board of advisors is gone and we need to have a Board of Directors ready to go. It is not practicable to have an election of the new Board of Directors until the Atlanta Meeting.
A. Discussion of Slate of candidates for Board of Directors/Officers.
Officers:
Don Nellis as Chairman of the Board of Advisors is proposing that the President and Secretary Treasurer be on the slate of officers to be voted on in Atlanta. Don indicated that John Reynolds has stated he is willing to continue as President for the next year and will stand for reelection. Jack Timmons is willing to continue as Secretary/Treasurer (Chief Financial Officer).
Directors: We need to find Six (6) good persons to be on the Board of Directors.
Volunteers for Board of Directors from the floor.
Dudley Cass
Jerry Pennington
Allen Jefferi
Nominated from the floor:
Dudley Cass nominated Jerry Judge. Don Nellis nominated Jack Connery Ruth Cass nominated Egon Werdelman and Ken Noble.
Don Nellis as Chairman of the Board of Advisors will call Jack Connery, Ken Noble, and Egon Werdelman to ask them to serve on the Board of Directors.
Don Nellis says that Jerry Judge has indicated a willingness to serve, but he will call him to confirm (Jerry Judge is on vacation for approx 2 weeks.)
Since we have not yet asked any of the proposed nominees to serve, we have more than is needed in case someone declines the offer to be listed for candidacy to the Board of Directors.
Noted that we really need to get the slate of Officers and Directors listed in the August newsletter.
10. Other Business. There was no other business to be conducted at this meeting.
11. Close Meeting. The meeting was closed at 4:27 PM.
Respectfully,
Jack E. Timmons
Secretary/Treasurer
8.19.2001