Draft - MINUTES of 1st and Organizational Mtg. of Members; & Board

From OpenLuna
Revision as of 04:37, 10 June 2009 by Rick Reeser-CPA (Talk | contribs)

Jump to: navigation, search
                                       M I N U T E S 
                                         of the
                            FIRST AND ORGANIZATIONAL MEETING
                                           OF
                             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 - 1.]amount, 2.]frequency of payments, 3.]student initiation fees or reduced Dues, and 4.] any other Dues-related matters. 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 [by a vote of __ 'yea's to___ 'nay's/unanimously], it was resolved, to approve the By-Laws of OPENLUNA FOUNDATION, INC., as presented, subject to a separate resolution concerning Member Dues. After further discussion, and upon Motion duly made, Seconded, and carried [by a vote of __ 'yea's to __ 'nay's - unanimously], it was resolved,to establish the annual dues for new General Members at $80.00; 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 it was further resolved,that the initial Dues for the Founding Members shall be $40.00, plus other good and valuable consideration of time and efforts by each such Founder, for the initial fiscal year which ends on June 30, 2010. 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.

[members named as nominated - if five nominees for five 'seats', then call for a motion, & 2nd to close nominations, and to cast a "white ballot" ... i.e., for the unanimous approval of the five named nominees ]

Upon completion of the nominations and elections, the following five named members were elected to the initial Board of Directors. The Chairman then asked if there was any other business to come before this Meeting of the Founding Members - if none, this meeting of the Founders is hereby adjourned, to be followed immediately by the First and Organizational Meeting of the Board of Directors.

Personal tools
Namespaces

Variants
Actions
Navigation
Toolbox