Draft - MINUTES of 1st and Organizational Mtg. of Members; & Board
M I N U T E S
FIRST AND ORGANIZATIONAL MEETING
OPENLUNA FOUNDATION, INC.
BE IT REMEMBERED, that the First and Organizational Meeting of the Founding Members and the Board of Directors of the OPENLUNA FOUNDATION, INC., (a Colorado nonprofit corporation) was called and held at the principal office at 9883 Pearl Street, Thornton, Colorado, at 8:00 p.m., MDT, on June 10, 2009, pursuant to a Notice and Call therefore. Attending in person was Richard M. Reeser, and by tele-conference, Paul G. Graham and the Founding Members whose names appear on Exhibit A, attached hereto and incorporated herein by this reference.
Mr. Reeser, the Incorporator, called the Meeting to order and asked Mr.Graham to serve as Chairman, with Reeser offering to serve as the Secretary for this Meeting. Mr.Graham advised the conferees that we should first discuss and adopt the proposed By-Laws, a copy of which has been made available for every Founder to review, and he advised that it had been suggested to take such action regarding the By-Laws, subject to the provision concerning Member Dues, and to address that part by a separate resolution on Dues. A third item would be the nominations and votes to select an initial Board of Directors.
Following discussion, and upon a Motion duly made, Seconded, and carried unanimously, it was resolved,to authorize the Board of Directors to add to or modify the classes of Membership, by appropriate resolutions; and, after further discussion, and upon Motion duly made, Seconded, and carried unanimously, it was resolved,to establish the annual dues for General Members at $50.00; that such Dues may be payable in quarterly installments; that annual dues will become due and payable on July 1st, at the start of each new fiscal year; and that Dues for new Members may be pro-rated to not less than quarterly, based on the date such Member is accepted, in accordance with Article I, Section 4 of these By-Laws; and finally, upon Motion duly made, Seconded and carried unanimously, it was further resolved,to approve these By-Laws as presented and as modified and amended herein. Based on the approvals of these resolutions, the Chairman declared that the By-Laws are hereby adopted.
The Chairman then announced that the floor was open for nominations, to nominate and elect five of the Founding Members to constitute the initial Board of Directors, with each to serve until the next annual Meeting of the General Members, unless sooner replaced, for any reason.
The Members nominated to serve as the initial Board of Directors are Hal Fulton, Paul Graham, Rick Reeser, Gary Snyder and Debi-Lee Wilkinson. After a call for additional nominations, and hearing none, the Chairman then called for a motion to close nominations, and to cast a "white ballot" for the unanimous approval of the five named nominees. A roll call vote of the Members in attendance resulted in the unanimous elections of each of the five Nominees.
The Chairman then asked if there was any other business to come before this Meeting of the Founding Members, and, hearing none, he declared this meeting of the Founding Members to be adjourned.
Mr. Graham announced that the initial meeting of the Board of Directors was hereby convened, and that the first order of business should be to elect Officers. Following discussion and nominations, votes were cast to elect the following persons to the Offices in line with their names:
President; Board Chairman Paul G. Graham Vice President, Membership & Development Debi-Lee Wilkinson Vice President, Research & Development Gary E. Snyder Secretary and Treasurer Richard M. Reeser Member at Large Hal Fulton
The Directors and Officers then discussed and resolved to authorize the following actions, and directed the President or the Secretary to attend to the performance of each item:
A.] To prepare and submit the appropriate forms to obtain a federal Employer Identification Number [E.I.N.] and also such State registration numbers, when, where, and as necessary, with copies of such forms to be filed as Exhibits with these, or subsequent Minutes, as a permanent Record.
B.] To open checking and other business bank accounts in the name of the Foundation at a commercial bank ["the Bank"] as authorized, and for said Officers to complete and execute such resolutions and signature cards as the Bank may require, and to file a completed copy of such Bank documents with these Minutes, as an Exhibit. The Board also authorized and directed the Officers to prepare and submit such documents, financial statements and other business information as are required by the Bank to apply for bank financing in the form of "revolving" or line of credit type loans, or for installment loans, when and as such loans may be arranged with the Bank.
Mr. Graham noted that Mr. Reeser, as our Incorporator and Acting Secretary, had previously filed and obtained the Articles of Incorporation for a Nonprofit Corporation, from the Secretary of State of the State of Colorado; and that he had obtained a federal Employer I.D. number from the I.R.S., and that he has also opened a business checking account at a Wells Fargo Bank branch in Colorado in the name of OPENLUNA FOUNDATION, INC.
Mr. Reeser tendered his resignation as the Incorporator, advised that his duties therein had been fulfilled, and that he would continue as the Registered Agent of the Foundation. He suggested that one or more of the Members, preferably residing in the Denver area, should be authorized to become additional or alternate signatories on the Foundation checking account at Wells Fargo Bank.
Following discussion, and upon Motion duly made, Seconded and carried unanimously, the Board resolved that the Foundation would indemnify and hold Mr. Reeser harmless regarding his completion of the duties of Incorporator and Acting Secretary; and further, the Board resolved to authorize and direct Gary Snyder to become an additional signer on the Foundation Bank accounts at Wells Fargo Bank as an Assistant Treasurer.
Mr. Reeser suggested that it would be a good business practice for the Board to require that two signatures - any two of the persons authorized - should be necessary for disbursements, on any checks for amounts greater than $500.00, and that, for amounts below that threshold only one signature should be required, and presumably that of the Treasurer, as keeper of the books and records. Following discussion the Board agreed and resolved that the policy should be put into effect, as soon as the additional names have been added to the Foundation bank accounts.
There being no further business to come before this First and Organizational Meeting of the Members, Directors and Officers, the Meeting was adjourned at 10:50 p.m., MDT, June 10, 2009.
Richard M. Reeser, Secretary