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WayNet Board Meeting
November 9, 2006

Present:

  • Gary Arndts President (Marketing & Creative Services)
  • Jane Holman Executive Director, Ex Officio (WayNet.org)
  • Jodi Johnson (Acting Secretary)
  • Randy Baker (Richmond Power & Light)
  • Bill Pendley (Potter’s Wheel Bed & Breakfast)
  • Valerie Biggs (Richmond Community Schools)
  • Tom Kirk (Earlham)
  • Tim Love (Reid Hospital)

Call to Order:

President Gary Arndts called the meeting to order at 12:05 p.m. in the Richmond Power and Light Conference Room. Tom Kirk moved that the minutes of the Annual Meeting be approved with the correction of the date to read “September 21”. Seconded by Bill Pendley. Motion carried.

Old Business:

Fee Waivers
Jane reported that there were no waiver to consider at this time. She also reviewed the 2006 Balance Sheet.

501 (3) c Application
Jane also reported that the changes to the Articles of Incorporation have been filed with a $30 fee to the State of Indiana. The change has been approved, and John Zetzl will be soon be sending our application to the IRS in a week or so. There is a $900 filing fee. Gillam and Zetzl’s fee is $2,000. A $200 discount was offered to offset the $400 increase by the IRS due to our post July 1 filing date.

By-Law Changes
Tom Kirk proposed the following changes to the WayNet By-Laws:

1) Delete 4.13

Section 4.13. Power to Appoint Executive Committee.

The Board of Directors shall have power to appoint by resolution adopted by a majority of the entire Board an executive committee composed of two or more Directors, who, to the extent provided in such resolution, shall have and exercise the authority of the board of Directors in management of the business of the Corporation between meetings of the Board.

2) In section 6.3 make the change suggested below.

Section 6.3. Standing Committees.

The following responsibilities shall be duties of Standing Committees of the Board:

1. Executive Committee.

The Executive Committee shall consist of all of the Officers of the Corporation, and at the discretion of the Board additional Board members may be appointed. During intervals between meetings of the board, the Executive Committee shall have and may exercise all of the power of the board in the governance of the business and affairs of the Corporation. Minutes of all Executive Committee meetings shall be distributed to the Board of Directors.

Valerie Biggs seconded the motion. Motion carried.

New Business:

Election of Secretary
Tom Kirk moved that Jodi Johnson be appointed the Board Secretary. Seconded by Bill Pendley. Motion carried.

New Directors
Jane reported that we need to appoint two new members to the WayNet Board. Aaron Hill is no longer with the City of Richmond and Misty Hollis has taken a position in Winchester. It was decided that the Executive Committee would serve as the Nominating Committee to bring new names to the Board.

Board Meeting Dates
After discussing the various meeting dates available to Board members, Tom Kirk moved that we have our meetings at noon on the second Thursday of alternating months. Seconded by Randy Baker. Motion carried. The next Board meeting will be January 11, 2007.

Budget for 2007
The Board discussed individual line items in the budget as presented. Jane was asked to leave the meeting, briefly, and the salary line item was discussed. Bill Pendley moved that the Director’s salary be increased by 3%. Seconded by Jodi Johnson. Motion carried. With that change, Bill Pendley moved that the 2007 Budget be approved. Seconded by Tom Kirk. Motion carried.

Board Committees for 2007

Technology Committee:
Randy Baker, Chairperson
Dudley Fetzer
Tim Love
Chris Hardie
Jane Holman

Marketing Committee:
Gary Arndts, Chairperson
Robin Henry
Jim Buckler
Jodi Johnson
Jane Holman

Vision Committee:
Tom Kirk, Chairperson
Carol McKey
Valerie Biggs
Bill Pendley
Jane Holman

Director’s Report:
Jane discussed the need for more members to meet the budget. She would also like to reorganize and update the website. It was suggested that we consider software that would allow link tracking to WayNet members’ Web pages.

Adjournment:
Jodi moved that the meeting be adjourned at 1:06. Seconded by Valerie. Motion carried. The next meeting will be January 11, 2007, at noon at Richmond Power and Light.

Respectfully Submitted,
Jodi Johnson, Secretary


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