MINUTES OF FIRST MEETING OF BOARD OF DIRECTORS
SALMON DRIFT CREEK WATERSHED COUNCIL
June 17, 2005
The initial meeting of the Board of Directors of Salmon Drift Creek Watershed
Council, an Oregon nonprofit public benefit corporation, was held at Driftwood
Public Library, meeting room, Lincoln City, Oregon on June 17, 2005 at
1:00 p.m. This initial meeting of the Board was called by the incorporator,
Paul Katen.
A Waiver of Notice for this special meeting was signed by the initial
Board of Directors. Such Notice is attached to these minutes.
Present at the meeting were the following initial directors:
Paul Katen
Sheryl Smith
Debbie Pickering
Lori Campbell
Katie McKenzie
Absent from the meetings were the following directors: none
A sufficient number of directors were present to constitute a quorum.
Also present at the meeting were:
Deborah Dyson, Attorney
Deborah Dyson, an attorney who is advising the corporation with its formation
as a nonprofit, 501(c)(3) tax-exempt corporation, chaired the meeting
and agreed to record the minutes.
Deborah Dyson reported that the Articles of Incorporation, which were
prepared by her, were discussed and decisions made by the board members
of the Salmon Drift Creek Watershed Council association. Such Articles
have been filed and accepted with the Secretary of the State, Corporation
Division of the State of Oregon.
Salmon Drift Creek Watershed Council is incorporated as of May 31, 2005,
registry number, 291221-99.
AGENDA ITEM:
Election of Initial Board of Directors
DISCUSSION:
The individuals at the meeting were elected board members of the Salmon
Drift Creek Watershed Council association. They held an election for the
initial board of directors of the corporation.
DECISION:
The following individuals were elected by unanimous vote to the board
of directors of the corporation:
Paul Katen
Sheryl Smith
Debbie Pickering
Lori Campbell
Katie McKenzie
AGENDA ITEM:
Adoption of Bylaws
DISCUSSION:
Deborah Dyson provided to the Board a draft of the Bylaws which provide
the rules for governing the corporation. These Bylaws were revised by
Deborah Dyson from the association's bylaws in order to comply with the
Oregon Nonprofit Corporation Act. The board reviewed these Bylaws and
made decisions regarding the following:
• Article I Office: The board determined that the address for the
corporate office will be in c/o Katie McKenzie until the board locates
another office.
• Article III Participants: The board clarified the distinction
between board meetings and council meetings. The board decided that it
would solicit participants to vote on matters at the board's discretion.
• Article IV Board: The board decided to have a range on the board
from 3-7 members and not to use alternates on the board.
• Article VI Meetings and Quorums: The board agreed that because
it has a range of numbers on the board, a quorum of the board is equal
to a majority of the number of the members on the board immediately prior
to a meeting. For the current board with 5 members, 3 are needed for a
quorum.
• Article VIII Finances
A. Signatures: The board decided that checks will be signed by the President
and the Treasurer or two officers.
B. Paid Staff: The board decided that to terminate staff there must be
an agreement of a majority of the full board (not merely a majority of
a quorum as required for other board actions).
• Article X Amendments: The board decided to provide for at least
2 weeks notice for amendments to the Bylaws.
DECISION:
The Board unanimously decided to adopt the Bylaws presented to the Board
as revised by the Board as the Bylaws of the corporation. A copy of these
Bylaws signed by the President and Secretary is placed in the records
of the corporation.
AGENDA ITEM:
Election of OfficersBTerms
DISCUSSION:
The Board discussed board members appropriate for the various offices
according to Bylaws Article V. Most of these members were elected to these
same offices for the association.
DECISION:
The Board elected by unanimous vote the following directors to the following
offices for a two year term (2005-2007):
President: Paul Katen
Vice-President: Sheryl Smith
Secretary: Debbie Pickering (full 2 year term dependent upon reelection
to board in 2006, see discussion below)
Treasurer: Lori Campbell (full 2 year term dependent upon reelection to
board in 2006, see discussion below)
AGENDA ITEM:
Initial Terms of Directors
DISCUSSION:
Article IV of the Bylaws provide that the initial terms of directors will
be staggered.
DECISION:
The board unanimously voted on the following staggered terms for the initial
directors:
Two years (2005-2007):
Paul Katen
Sheryl Smith
Katie McKenzie
One Year (2005-2006):
Debbie Pickering
Lori Campbell
AGENDA ITEM:
Finances and Contracts
DISCUSSION:
The Board discussed the need to set up a bank account and to select a
bank. Katie McKenzie reported on information on the banks and recommended
West Coast Bank because it has no service charges for nonprofits and is
convenient.
DECISION:
The Board unanimously decided to select West Coast Bank as the depository
of funds for the corporation.
AGENDA ITEM:
Conflict of Interest Policy
DISCUSSION:
Deborah Dyson handed out an example of a conflict of interest policy for
the board to consider for adoption. The board decided to discuss this
with Deborah at another board meeting after the board has had a chance
to review the policy.
DECISION
A board decision was tabled to another meeting for this agenda item.
AGENDA ITEM:
Ratifying Acts of the Incorporator
DISCUSSION:
Deborah Dyson recommended that the acts of the incorporator, Paul Katen,
performed on behalf of the corporation should be ratified as acts of the
corporation.
DECISION:
The Board unanimously decided to ratify and approve as duly authorized
acts of this corporation any and all acts of the incorporators of the
corporation in all respects as if they had been done pursuant to specific
authority granted by this corporation.
AGENDA ITEM:
Next Steps
DISCUSSION:
Deborah Dyson discussed the next steps for the corporation to become a
nonprofit corporation in Oregon and tax-exempt under section 501(c)(3)
of the Internal Revenue Code. This includes filing with the Oregon Department
of Justice, Charitable Activities Section and the 1023 filing with the
IRS. Deborah will provide the board with the final bylaws as well as the
minutes from this meeting for the next board meeting.
DECISION:
No board decision was required for this agenda item.
There being no further organizational business, the organizational meeting
was adjourned at approximately 4:15 pm.
READ AND APPROVED by the Board of Directors:
____________________________________
Debbie Pickering
Secretary
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