15 June 2006 Waynet Board Meeting Minutes

Waynet Executive Board Meeting
June 15, 2006

Present:

Misty Hollis, President (Wayne County Visioning)
Jim Buckler, Secretary (WorkOne)
Jane Holman, Executive Director, Ex Officio, (WayNet.org)
Randy Baker (Richmond Power & Light)
Dudley Fetzer (First Richmond)
Tom Kirk (Earlham College)
Bill Pendley (Potter’s Bed & Breakfast)

Call to Order
President Misty Hollis called the special meeting to order at 12:10 PM in the large conference room at Richmond Power & Light. This special meeting was scheduled to vote on changes required in the Articles of Incorporation and By-Laws in preparation for the application for 501(c)(3) status. A quorum was not present.

Old Business
The financial balance sheet was reviewed and improvement was noted in the last three months in the running balance. Some of this was due to work Jane completed setting up calendars. The balance at the end of May was $11,766.74.

As planned, letters and cards will be going out within the next couple weeks to prospective businesses from the spreadsheet generated by Jane and the Marketing Committee. Selected businesses will later be contacted by board members. More will be discussed at the July Board meeting.

New Business
Changes proposed by John Zetzl in the Articles of Incorporation and By-Laws were presented and discussed.

In the Articles of Incorporation under Article II, item #3 would change from “perform any purpose which community organizations are authorized under the Act, and by section 501(c)(4) of the Internal Revenue Code of 1986.” to “exclusively perform charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.”

Add article VI.5 “No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code and/or Indiana law, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code and/or Indiana law.”

Replace Article VII. Currently states: “Upon dissolution, all assets and monies of WayNet, Inc. shall be distributed to another qualified organization within Wayne County, Indiana.” with: “Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.”

Renumbering will occur in the Articles of Incorporation. Article VI.5 will become VII, VII will become VIII, VIII will become IX, and IX will become X.

In the By-Laws, change Article II item 3 from: “to perform any purpose which community organizations are authorized under the Act, and by section 501(c)(4) of the Internal Revenue Code of 1986.“ to: “exclusively perform charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.”

Tom Kirk made the motion to accept the changes, Bill Pendley seconded. Changes were unanimously approved by those present. Proxy votes from those absent were in favor of the changes as well. Since there was no quorum and no approved method of accepting the proxy votes, a written consent for Informal Action by Directors was constructed. This was pursuant to Article IV section 11 of the By-Laws. All board members present signed the document. Jane will gather signatures from other board members not present. Such written consent will be filed with the minutes of the proceedings of the Board per this section in the By-Laws. This will enable Jane to complete a timely application for status change prior to July 1st.

Adjournment

As there was no further business the meeting adjourned at 12:40 PM. The next regular board meeting will be July 20th, 2006 at noon, Richmond Power & Light.

Respectfully submitted,

Jim Buckler
Secretary

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