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WayNet Board Meeting
November 9, 2006
- 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
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.
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.
Election of Secretary
Tom Kirk moved that Jodi Johnson be appointed the Board
Secretary. Seconded by Bill Pendley. Motion carried.
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
Randy Baker, Chairperson
Gary Arndts, Chairperson
Tom Kirk, Chairperson
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.
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.
Jodi Johnson, Secretary