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MAPS BOARD MEETING MINUTES 2-7-23

MAPS BOD MEETING MINUTES

2/7/23

Time stated 7:00 pm

Attendance:

Michael Howe             Michael Beurer           Randyl Lee      Tim Terpening

Harry Carlson              Roger Minton

 

 

Minutes:

 Minutes were approved as read.

 

Reports:

  1. M. Howe stated he is working with Santa True. M. Howe stated he paid the $600 Retainer Fee for Santa True out of his own pocket. M. Howe will give Harry his receipt so that Harry can write a check to reimburse him.

 

Treasurer’s Report:

  1. $6411.06 the checking
    1. Costs:
      1. Harry stated he wrote a check of $4201.14 to the Century Banquet Hall
      2. $111.00 Printing
  • $200.00 reimbursement to Randyl for Warp-Up expenses that he paid.
  • The actual cost of Century Banquet Hall was $4401.14,
  • Harry stated total costs of Wrap-Up dinner was $4907.09.
  • Harry stated he collected $1039.00 in cash, and he wrote a check to MAPS for $1039.00 and he kept the cash.
  • Harry stated he wrote a $205.00 check to MAPS for a suite he bought himself and silent auction items.  He also stated that he donated $30.00 to MAPS.
  • Roger stated that he sends Harry a monthly itemized breakdown from the website of all monies collected.

 

Old Business:

  1. Jingle Joy update:
    1. M. Howe stated that he expects about 40 to register for Santa True/JJ Retreat.
    2. Break even point for Santa True is $4800.00. We have collected $3600.00 as of today. As more money comes in, more amenities will be purchased.
    3. Currently, if you register by the end of February, it is $195.00. March it will be $235 to register.
    4. M. Howe state Trisha Gronda volunteered to do a make it and take it craft at JJ at the same time as golfing is happening, so we have two options to do in the afternoon.
    5. Randyl volunteered to show how to make a couple props at JJ.
    6. M. Howe is working on some board games.
    7. M. Howe stated that Trisha Gronda is painting stones to look like Santas then they will be hidden. If you find a stone you will turn it is for a prize.  Blake volunteered to carve Santas and will donate them for the prizes for the Santa stones.

 

  1. IT update:
    1. Roger stated that 19 people have paid and registered for Santa True/Jingle Joy Retreat.
    2. Roger stated the MAPS website has collected $4972.00 for the Wrap Up and that we broke even.
    3. Roger stated that the PayPal feature on the website is broken and due to PayPal fees increasing he would rather not fix it and continue using Strip.
    4. Roger stated he moved the website to a different service to lower the fees.
    5. Roger stated MAPS website is now able to take registrations from non-members for our events.

 

  1. Roger stated the cash that Harry collected is gravy. M. Howe stated he will tell Billie to order more MAPS supplies.

 

  1. M. Howe stated that Billie gave a tub of MAPS merchandise to each Board Member to sell at their luncheons/travels.

 

  1. Red Suit Conclave
    1. M. Howe stated that Ted has secured the contracts for Four Points Hotel and for the Saginaw location.
    2. M. Howe stated is working on the curriculum layout.
    3. Roger & M. Howe stated they will create a poll for members to fill out to find out what classes they would like to have at RSC and this time actually stick to the poll results.

 

  1. LLC vs Non-Profit Update:
    1. Tim Terpening was asked to speak to MAPS regarding changing MAPS to a non-profit. because he specializes in creating non-profits and tax laws.
    2. Tim discussed the differences of an LLC and a Non-Profit. Tim confirmed that MAPS is registered with the State of Michigan as an LLC and the expectations of taxes because we are an LLC.  More discussion followed.
    3. Tim stated he pulled up MAPS forms that are registered with the State of Michigan and that the original form was signed by Gary and when MAPS was created there were a total of 5 members as of 10/2012. Tim read/sited MAPS definition of their purpose that was listed on the state site. Then Tim read/sited the legal definition of an LLC.  Tim confirmed that an LLC must pay taxes. Tim stated that each member of MAPS should have received a K1 form (pass through taxes) from MAPS whether MAPS LLC made a profit or loss.  Then each member would have to file it with their taxes.
    4. Tim explained that the original 5 members own 1/5th of MAPS. Now MAPS has 398 members, so each member owns 398th of MAPS. He also explained that MAPS has been operating as a non-profit instead of an LLC, but that was not how MAPS was originally set up as.  Tim stated MAPS is not set up with the State of Michigan as a nonprofit MAPS is set up as a LLC.
    5. Harry stated that MAPS has never paid taxes and that he was misinformed.
    6. Tim stated MAPS was formed 10/11/2012 and that in the last 11 years MAPS has not paid taxes to the IRS like they were supposed to.
    7. Tim asked if MAPS has any documents from the last 11 years. Harry said not MAPS does not.
    8. Tim read/stated the function of a nonprofit to the board members. Tim stated MAPS qualifies under the nonprofit function but our structure does not allow it. But we can convert MAPS LLC to a nonprofit and that Michigan does allow it, but it will take some time to go through the process, possibly up to a year.
    9. Tim stated the legal purpose of an LLC is to make a profit and is only allowed to not make a profit for 5 years. Then the IRS will think you are hiding money from them.
    10. Harry stated we are an LLC nonprofit. Tim stated there is no such thing as an LLC nonprofit.   MAPS is registered as an LLC not a Nonprofit.
    11. Tim stated the biggest concern that MAPS should have is that MAPS has not paid any taxes since it was created in 10/2012. More discussion followed.
    12. Roger asked if MAPS has the original Operating Agreement for the LLC? Harry said no.  The closet thing we have are they bylaws that Norm wrote.
    13. Roger stated that if there is no document then the members will not have to vote to change MAPS from an LLC to a Nonprofit. Tim said that may be valid but what he read would be considered operating procedures.  More discussion followed.
    14. Tim stated in all of MAPS paperwork that is on file calls everyone members and MAPS is an LLC and has no original paperwork/operating agreement that does not say otherwise and could be a problem since MAPS now has 398 members. More discussion followed.
    15. Roger read Article 2 Bylaws of MAPS and stated that nowhere does it say members vote. Tim stated by definition of an LLC law it is written as members are owners.  Tim stated if MAPS had to go to a court of law, that MAPS has always called everyone members.  Tim also stated that an LLC does not have a board of directors only managing members who elected you. M. Howe stated were asked not elected.
    16. Howe asked what steps do we have to do to change MAPS from an LLC to a nonprofit? Tim stated that there are the following:
      1. Seven documents that must be filled out and filed with the state of MI.  Then after it is approved by the state it gets sticky because MAPS has to file with the IRS that MAPS changed from LLC to a Nonprofit and the IRS will ask where is MAPS LLC 1065 Annual Reports since 2012?
      2. Vote by the members.
      3. Choose a name for your nonprofit.
      4. Create a business plan.
      5. Assign a board of directors.
      6. File articles of incorporation.
      7. Transfer assets.
      8. File for 501 (C) (3) status.
  1. Howe and Roger said we just need to do it as a board and tell members what we are doing and be up and up about it. M. Howe stated the doesn’t think members will have a hard time when they hear the logic of what we realized that MAPS hasn’t paid any taxes in 11 years and Oh my gosh, we also realized because of MAPS being an LLC all the members are liable for back taxes, late fees and penalties and then their eyes will get really big and would say oh my gosh that is not the right thing to do, so that is why we switched it so members would not have to worry about that.
  2. Howe asked if everyone agrees as a board to file the paperwork to make MAPS a nonprofit?
    1. Randyl agreed and said we have no choice; we have to clean up this mess.
    2. Roger agreed and stated the same as Randyl.
    3. M. Beurer agreed.
    4. Harry agreed.
    5. M. Howe stated we had a quorum.
  1. Howe stated he would go to the IRS when it was time to plead MAPS’s case.
  2. Harry said he has concerns about cleaning up the charter, personal liabilities, creating operating documents and asked if we need to give a 3 month notice to the membership. Tim stated to resolve MAPS you need to:
    1. to convert from an LLC to a nonprofit corporation by voting and the laws states members to vote.
    2. Choose a name for the nonprofit if only not using the LLC name.
    3. File Articles of Incorporation
  1. File assets and if dissolves the assets must be donated to another nonprofit. Tim stated currently MAPS has no assets.
  2. Transfer the LLC assets and liabilities to the nonprofit corporation.
  3. Roger read/sited from the state website 450.4505 Section Act and stated by this statement the board make the decision without go to the membership.
    1. Roger made the motion to convert MAPS from an LLC to a nonprofit corporation with the help of Tim Terpening.
    2. Randyl seconding the motion.
    3. Motion carried.

 

 New Business:

None

 

Next BOD meeting is 3/14/23 at 7:00 pm.

 

Adjourn Meeting

  • Harry made the motion to adjourn meeting.
  • Roger seconded the motion.
  • Motion carried.
  • Meeting ended 8:30 pm

 

PLEASE NOTE:  Ellen recorded these minutes from a video M. Howe took of the MAPS BOD meeting on 2/7/2023 and emailed it to Ellen by We Transfer because Ellen was not able to attend the meeting because the meeting was moved to the same night as her MRS. SANTAS Cuppa Tea With Friends event because it was Valentine’s Day so board members could spend Valentines with family and friends.

 

Respectfully Submitted,

 

 

Ellen Terpening, PhD

Secretary