Minutes from 8/31/08 Board Meeting

August 31, 2008
Meeting opened at 2:12 pm CST
Present DS GC JS AG JF JPG LC KS LL
Guest Diane Garnett

President Gwen Chaney opened the meeting by stating that the reason for meeting is to discuss unsettled financial business.

Motion to waive reading of minutes and reports of committees for this meeting.
Motion Jeff Shaver Second Ann Glynn Approve Unanimous PASSED

President Chaney posed two questions for the Board’s consideration during this meeting:

1. Has the treasurer complied with all motions passed since 7/1/08 by the ARC BOD regarding the requests for information concerning the treasury?

2. Has the Treasurer complied with providing the identification of the 2 unauthorized persons at the 8/8/08 CPA meeting as reflected in the motion made on 8/20/08: “Motion: In the best interest of the ARC Membership, motion to require the ARC Treasurer to identify the two unauthorized persons by name, address, and affiliation who accompanied the Treasurer during the scheduled and confidential ARC annual financial review conducted on August 8, 2008 at the business offices of Ed Sledzik CPA and paid by the ARC Membership through the general fund. In addition to the full identities of the unauthorized persons, all written notes, emails and electronic recordings gather by the unauthorized attendees shall be forwarded to the President of the ARC Board for full disclosure to the ARC Board. All information shall be surrendered to the ARC President within three working days from the approval date of this motion.”?

President Chaney asked for each member to offer comments regarding these two issues before the Board, and discussion was had regarding these two questions. Members expressed concern that two unidentified and guests of Treasurer Lopez were at the August 8, 2008 meeting with ARC CPA Ed Sledzik. Treasurer Lopez informed the Board that her attorney wants to be involved in any discussion regarding the identity of the people she brought to the meeting and that she will not discuss anything regarding the individuals at the CPA meeting because her attorney is not present. Treasurer Lopez reiterated that she does not want to say anything and she will have her attorney respond to the motions.

Discussion was held about the continued concern that Treasurer Lopez is not participating with the Board business and that the Board does not have a clear understanding of the state of the treasury. President Chaney recalled that at the August 8th meeting with the CPA Treasurer Lopez shook hands with member Marilyn Piusz in a promise to reconcile the two outstanding designated funds. The Board still doesn’t have an accurate account because of this and is waiting to understand how money can be spent. Treasurer Lopez stated that as of June 6th it was agreed that all was funds were ok except BSL fund and education fund. Secretary Shibley asked Treasurer Lopez if she has called Piusz and or discussed this with her since the meeting with CPA on 8/8/08. Treasurer Lopez responded that she has not.

Member Sims asked whether there are still unanswered questions from treasury motions.
President Chaney stated that the 2006/2007 ledgers have never been provided and the excel file of all items of income or expense shows 1/3 to ½ of cash flow missing. The ledger is supposed to reflect all outgoing and incoming activity. Treasurer Lopez responded that all the information was in the ledgers and that she created financials from past 2 Treasurers when she was only treasurer for 2 months at that time 2006-2007. Treasurer Lopez felt that to go back over 2 years is not needed as the information is already out there.

Member Gregg recalled that during the previous Board, Treasurer Lopez was not happy with the failure to get responses as quickly as she felt she should from former Board members when she was looking for information. Member Gregg commented that the same things Lopez thinks she is being accused of now is what she was accusing others of last term – failure to cooperate and communicate.

Treasurer Lopez was asked how she envisioned the Board was going to work with information sought from Lopez when she first needs to get approval from her attorney before responding to the Board. Treasurer Lopez did not respond to this question.

Member Fletcher expressed that there is still not sufficient understanding whether the Board has all the information and if not the Treasurer needs to provide it. Fletcher also expressed the Board needs to know who Treasurer Lopez’ guests were at the CPA meeting, why there, and what notes they took. If the guests were just transportation for the Treasurer, then no need to take notes so, it appears more than just transportation.

Member Lester Cerena felt that the CPA expressed that all notes and tax returns are open to the public anyhow, so the guests were not as big of a concern. Member Ann Glynn responded that the CPA meeting was private meeting set up by two parties. Uninvited guests not allowed into private meetings, even though the final tax returns may be available to the public.

List of motions that Treasurer was to comply with was read by Vice President Jeff Shaver.

08/31/08 - Motion – Has the treasurer complied with all motions passed since 7/1/08 by the ARC BOD regarding the requests for information concerning the Treasury.
Motion Gwen Chaney Second Jeff Shaver
YES: KS LC LL
NO: JF AG GC JPG JS DS

08/31/08 - Motion Has the Treasurer complied with providing the identification of the 2 unauthorized persons at the 8/8/08 CPA meeting as reflected in the motion made on 8/20/08: “Motion: In the best interest of the ARC Membership, motion to require the ARC Treasurer to identify the two unauthorized persons by name, address, and affiliation who accompanied the Treasurer during the scheduled and confidential ARC annual financial review conducted on August 8, 2008 at the business offices of Ed Sledzik CPA and paid by the ARC Membership through the general fund. In addition to the full identities of the unauthorized persons, all written notes, emails and electronic recordings gather by the unauthorized attendees shall be forwarded to the President of the ARC Board for full disclosure to the ARC Board. All information shall be surrendered to the ARC President within three working days from the approval date of this motion. Motion Ann Glynn Second Jeff Shaver Approve DS JS GC AG JPG Against LC KS Did Not Vote LL JF PASSED”
Motion Gwen Second Jeff Shaver
YES:
NO: JS JPG GC JF KS DS AG
ABSTAIN: LC
DID NOT VOTE LL

Discussion held regarding the July 28, 2008 motion requiring the Treasurer to comply with all requests for information.

Emergency Disaster Relief:
08/31/08- Motion to approve an emergency release of $5,000 from the Disaster Fund to the Disaster Relief Committee for use in hurricane Gustav and tropical storm Hanna emergency relief. Funds to be transferred immediately and no later than noon eastern time Tuesday September 2, 2008 to the Disaster Relief Committee Chairperson as instructed. All unused monies of this emergency release will be redeposited into the ARC Disaster Relief Fund. Any new ARC donations for Gustav/Hanna will sent to the ARC Treasurer for deposit into the Disaster Relief Fund.
Motion Deborah Shibley Second Ann Glynn
Unanimous PASSED

Motion to adjourn Jeff Shaver Second Gwen Chaney.
Approved – meeting adjourned 4:12 pm.