Minutes: Bluegrass Association of North Dakota (B.A.N.D.) organizational meeting at the Hong Kong Restaurant, Bismarck, North Dakota, January 11, 2009.
Present at the meeting:John Andrus, Dennis Clark, Lloyd Blake, Beth Cole, Ken Musick, Sharon Musick, Carrie Roemmich, Terry Schwartz, Deb Stelter, Stuart Thompson, Barb Headrick, Pat Headrick, Shad Musick, Caleb Musick, Celeste Musick.
Organizing facilitator John Andrus called the meeting to order at 6 pm and stated that the purpose of the meeting was to adopt bylaws and elect board members. Copies of the proposed bylaws were handed out and the bylaws were read and discussed including each Article and Section.
John stated that Article I - Name, Section 1.01 “ The name of the organization is the Bluegrass Association of North Dakota” and Article II - Purposes, Section 2.02 -Corporation Purposes and 2.03 - Organizational Purposes were not negotiable at this time as the name and purposes had already been filed with the state of North Dakota with incorporation paperwork.
While discussing Article III – Limitations, John stated that 501(c)(3) paperwork will be filed later.
A question was brought up concerning children 12-18 years of age being voting members under Article IV – Membership, Section 4.02 – Definition of Memberships and Voting Rights. The concern was whether voting should be allowed by persons under the age of being legally bound. Pat Headrick moved to limit voting to members age 18 and older, second was by Terry Schwartz, the motion passed.
John stated that quarterly meetings are not specified in the Bylaws as there may be times when more meetings would be needed. It will be up to the Board of Directors to determine when meetings will be held.
There was discussion about the Quorum under Article IV – Membership, Section 4.08 – Quorum. Motion by Stuart Thompson, second by Sharon Musick to change …”one-fifth of the members of the Association shall constitute a quorum”… to … “one-fifth of the voting members of the Association shall constitute a quorum”… The motion passed.
Someone asked the meaning of the word “hypothecations” under Article V – Directors, Section 5.06(d). No-one present knew the meaning of the word. Motion by Pat Headrick, second by Terry Schwartz to remove the word “hypothecations” from Article V, Section 5.06(d). Motion passed.
A suggestion was made to require an annual audit. After discussion, a motion was made by Barb Headrick and seconded by Lloyd Blake as follows; “An annual audit shall be conducted by the Board of Directors in preparation for the Annual Meeting in May. In addition to the annual audit, the Board of Directors may direct an audit at any time.” Motion passed. The annual audit requirement will be added to Article VIII – Miscellaneous, Section 8.05 - Audits.
A typographical error will be corrected in Article VI – Officers, Section 6.10 – Media Coordinator. The second word in the paragraph, “Outreach,” will be replaced with, “Media.”
Motion by Barb Headrick, second by Stuart Thompson to replace, “8 pages” in Article X – Dissolution, under Certificate of Secretary, with, “10 Articles.” Motion passed.
Motion to accept the Bluegrass Association of North Dakota Bylaws with changes approved at this meeting by Terry Schwartz, second by Sharon Musick. Motion passed.
The next order of business was to accept nominations for the Board of Directors. There will be 7 positions on the Board of Directors as approved in Article V – Directors, Section 5.01 – Number and Qualifications.
The following individuals have previously indicated their willingness to serve as Board Members; Dennis Clark, Kathy Tebelius, Terry Schwartz, Sharon Musick, and John Andrus. John thanked incorporating Board Members Pat Headrick, Stuart Thompson, Lloyd Blake and Lee Benjamin for serving.
Before opening it up for nominations from the floor, John stated that Board Members will serve until the regular election in May. Barb Headrick and Stuart Thompson were nominated from the floor. After 3 calls for nominations, with no further nominations Sharon Musick moved that nominations cease with a second by Terry Schwartz. Motion passed. Motion by Deb Stelter, second by Lloyd Blake to cast a unanimous ballot for the 7 nominations. Motion passed.
The next Board Meeting will be at 5:30 pm at the Hong Kong restaurant in Bismarck after the February jam in Bismarck on Sunday, February 8, 2009.
Minutes submitted by Dennis Clark, acting Secretary