MINUTES
North Mason Community Voice
May 23, 2016

Board: Lee Swoboda, Kaye Massie, Linnie Griffin, Bob Harris, Joe Morris, Margie Benson

Directors not present: Judy Scott, Ken VanBuskirk

Attendees: 16

The annual business meeting was called to order at 7:00 PM by Lee Swoboda, Chair, with a quorum of the Board present.

After the Pledge of Allegiance was said, everyone introduced themselves.

Secretary's Report – Margie Benson

* Approval of April 25 meeting minutes.

Kaye moved to approve the minutes, as distributed via email. The motion was seconded and passed unanimously.

Treasurer's Report – Kaye Massie

* All bills are paid and there is $1,267.55 in the bank account. A $183.20 deposit was made in May, checks totaling $265 were disbursed and the account earned 47 cents interest. There are 35 members. The new checks have arrived, which now require two signatures.

Linnie moved to approve the Treasurer's report. The motion was seconded and passed unanimously.

Public Information Officer (PIO) Report - Judy Scott

* Mary Swoboda passed on a verbal report from Judy that there will be an Oyster House meeting tomorrow (May 24) at 6:00 PM at the Port of Allyn.

Election of Board members

The following board members' terms expire in 2016: …Bob Harris (District 2) …Joe Morris (District 4) …Ken VanBuskirk (District 3) …Open seat (District 1) …Open seat (District 2)

Linnie nominated Ken VanBuskirk, Bob Harris, Joe Morris and Jennie Rice to serve on the board for a 2-year term in accordance with NMCV Bylaws dated 5/19/2014.

A motion was made to elect the slate of candidates by acclamation. The motion passed.

Articles of Incorporation change

Article V of the NMCV Articles of Incorporation currently state that upon dissolution of the NMCV corporation, the remaining assets are to be distributed to the Mary E. Theler Community Center. That 501(c)(3) corporation no longer exists. The NMCV Articles of Incorporation must be amended by a vote of the membership to have any remaining assets distributed to another nonprofit.

Four local 501(c)(3) nonprofits were suggested: Faith In Action, North Mason Food Bank, North Mason Resources and Humane Society of Mason County.

Ballots were passed out and each member voted for one of the above nonprofits. Upon counting the ballots, there was a tie between Faith In Action and North Mason Food Bank.

Herb Gerhardt moved that upon dissolution of NMCV, the remaining assets be distributed equally between Faith In Action and North Mason Food Bank. If one of the nonprofits has been dissolved, the surviving nonprofit will receive all remaining assets. The motion was seconded and approved.

BYLAWS CHANGES

Membership Boundaries, Sections 6.1, 6.2. Proposal to change the boundaries of the North Mason Community Voice membership from the North Mason School District to Mason County Commissioner District 1. Map here.

Don Cady moved to change the boundary to the Mason County Commissioner District 1 and eliminate the requirement to elect board members based on NM School District Director boundaries, including authority for the Chair to make the necessary changes to the Bylaws to reflect changes approved by the members. The motion was seconded and passed.

Board Quorum, Section 7.9. Currently the Bylaws require six board members for a quorum. It was proposed that the wording be changed to “At least half of the current” board members shall constitute a quorum for those actions requiring Board action.

Danielle Skeeters Lindsey moved to approve the change to Board Quorum, Section 7.9 as written. The motion was seconded and approved.

Board Officers, Section 4.1. It was proposed to change Section 4.1 to allow board members to hold two offices, except the Chair and Secretary.

Mary Swoboda moved to change Section 4.1 to allow board members to hold two offices, except the Chair and Secretary. The motion was seconded and approved.

Financial Distributions, Section 4.10. Financial distributions shall require the signature of two Board members appointed by the Board. This change was approved at the 3/28/2016 NMCV meeting.

Board Directors, Sections 3.2, 3.6. It was proposed to reduce the size of the board to either five or seven, with representation from diverse geographical areas of the Mason County Commissioner District 1 boundary as much as possible. There was much discussion on the number of board members as well as how to effectively reduce the number. The proposed changes read as follows:

* 3.2 Number. The board shall consist of the 7?/5? Members elected at large from the membership. Term of office will be two years with approximately one half of members elected each year. The Board should be represented from diverse geographical areas as much as possible.

* 3.2.1 Adjustment of Board Size. Reduction of Board members shall be accomplished by attrition. Until that number is attained, expiring terms of office shall be filled with the highest ordinal (ranked in declining order of number of total votes received) half of the candidates elected in accordance with Section 3.6 serving two-year terms and the lowest half serving one-year terms.

* 3.6 Voting. Directors shall be elected by secret ballot. Director(s) shall be elected at-large as a single slate by cumulative bloc (each voter shall mark one point to each of n candidates, where n is the total number of at-large candidates to be elected) vote of members present with the winner(s) elected from the top ordinal candidates, or by a voice vote of acclimation if the number of candidates equals the number of Directors to be elected.

Don Cady moved to approve reduction of the Board to seven members. The motion was seconded but did not pass to allow more discussion on the procedure for reducing the size of the Board.

After further discussion on the most effective means to reduce the size of the Board, the sense of the members was that attrition is the least disruptive.

Herb Gerhardt moved to approve changes to Sections 3.2, 3.2.1 and 3.6 as written, with Section 3.2 specifying seven directors. The motion was seconded and approved.

Meeting reports/Upcoming meetings/For the Good of the Order

* Tuesday, May 24, 7:00 PM. Mason County Hospital District 2 meeting.

* Tuesday, May 24, 6:00 PM. Belfair Water District meeting.

* Thursday, June 16, 5:00 PM. Civil Service committee meeting in Shelton (they meet every third Thursday at 5:00 PM)

* Thursday, June 2, 8:30 AM. Sheriff’s Advisory meeting

* Saturday, May 28. Scottish Highland garage sale just south of Theler Center.

Next meeting Monday, June 27.

Meeting adjourned at 8:12 PM.

Submitted by Margie Benson, Secretary. Approved by NMCV Board 6/27/2016.