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MAPS BOD MEETING MINUTES 8-15-23

MAPS BOD MEETING MINUTES

8/15/23

Time stated 7:27 pm

Attendance:

Michael Howe                   Roger Minton                    Randyl Lee           Ted Flynn             Jim Jordan

Ellen Terpening                 Harry Carlson                    Billie Howarth                                   Michael Beurer

 

Invited Guest:  Tim Terpening

 

Minutes:

  1. Tim Terpening reminded and explained that the previous meeting and minutes of the steering meeting on 8/6/23 must follow the non-profit rules. He explained that MAPS must follow the nonprofit rules now since they are no longer an LLC. He also reminded and explained that MAPS cannot operate both companies and that the BOD must dissolve MAPS LLC ASAP. He also explained there can be no changes to the BOD until 4/3/24.
    1. Discussion followed.
  2. Tim Terpening reminded and explained that MAPS LLC is still alive and active.
    1. Discussion followed.

 

 

Old Business:

  1. Tim Terpening reminded MAPS that it has not filed their quarterly financial reports and they missed their first quarterly report. He also explained again that quarterly financial reports must be filed on time.
    1. Discussion followed.
  2. Tim Terpening also reminded that MAPS as a non-profit cannot be using the same bank account that MAPS LLC has had in the past and that a new bank account must be opened ASAP. He explained that all the monies that MAPS has collected from the events after 4/3/23 that went into MAPS LLC bank account could be subject to being taxable income. As a non-profit only the President or the Secretary must open the new bank account for MAPS non-profit.
    1. Billie Howarth suggested an audit of the MAPS LLC checkbook. He also stated receipts are needed before any checks are made for any refunds.
    2. Discussion followed.
  3. BOD previously approved to have Ellen Terpening to be added as a signature on the bank account along with Harry Carlson and Billie Howarth.
  4. Tim Terpening reminded the BOD that they chose to be a Board run nonprofit and no longer member run like the previous LLC because of legality issue of nonprofits must have a quorum at each meeting, for example, if MAPS had 500 members each meeting would have to have 251 members to reach a quorum.
    1. Discussion followed.
  5. Tim reminded the BOD that an Annual Report must be filed each year and posted on the MAPS website for transparency.
    1. Discussion followed.
  6. Tim Terpening will create a document with requirements of a non-profit and send it to Michael Howe. He said he will be available for the next BOD meeting if anyone has questions.

 

 

 

New Business:

  1. Roger Minton made a motion to add 2 female Christmas Performers to the BOD on 4/3/24.
    1. Discussion followed.
    2. Billie Howarth seconded the motion.
    3. Motion carried.
  2. Following nonprofit guidelines, MAPS will be having Events Committees. Ellen Terpening stated that their must be one BOD on each committee and that BOD will make their report at the BOD meetings under REPORTS on the Agenda just as she did with the Mrs. Claus committee.
    1. Discussion followed.
      1. Billie Howarth and Jim Jordan volunteered to be a head of this committee.
      2. Ellen Terpening reminded the BOD that they need to add female representation to this committee on 4/3/24. Ellen also stated she did not want to be on any committees at this time.
  • A Vote of the committee members in chairing a committee must be voted on by the board for it to be official.
  1. Moving forward, Michael Howe and Roger Minton will craft a letter of explanation of changes to send out the members of MAPS.
    1. Michael Howe stated that he would send the letter to the BOD to review and approve before the letter is sent out to the members.
    2. The letter will also include a list for members to volunteer to help at Jingle Joy, RSC, Wrap Up, etc.
    3. The BOD will compile a list of who is willing to help on these committees.
  1. Ellen Terpening stated that a correction on the website is needed since MAPS is now a nonprofit and her title is no longer “Recording Secretary.”  Following nonprofit guidelines her title is now “Secretary.” Roger Minton stated he would correct this on the website.

 

 

Next BOD meeting will be 10/10/23.

 

Adjourn Meeting

  1. Billie Howarth made the motion to adjourn the meeting.
  1. Jim seconded the motion.
  2. Motion carried.
  3. Meeting ended 8:30 pm

 

Respectfully Submitted,

 

 

Ellen Terpening, PhD

Secretary