Pacific Northwest Ski Association A Division of USSA

Transcription

1 Pacific Northwest Ski Association A Division of USSA PNSA Board of Directors Meeting Pasco, WA June 1, 2014 Welcome: PNSA President Bill Brooks called the meeting to order and welcomed the new members to the board. He thanked the outgoing members for their service. Roll Call: The following members and guests were present at roll call: Peter Boit, Bill Brooks, Gillian Esson, Alden Garrett, Bill Gunesch, Maureen Hammond, Dan Henry, Bill Koefoed, Jeff Kray, Paul Mahre, Kevin McCarthy, Roger Root, John Schiemer, Bob Simpson and Alan Watson. Quorum: Based on the roll call, it was determined that a under Article III Section 4 of the PNSA By-Law a quorum was present. Bill Brooks reviewed the make up of the board and the current terms of the directors. He noted that the election on Saturday evening brought the board membership back into the proper term rotation. BOD Minutes June 1, 2014 New BOD Page 1

2 Appointments: Directors: Bill reviewed the list of appointments and his nominations to fill those positions. Position Director of Alpine Director of Nordic Director of Freestyle Director of Snowboarding Director of Officials Director Bill Gunesch and Dan Henry Alan Watson Open Open Roger Root A motion to approve the appointments was made, seconded and passed BOD Motion #1: To approve the Presidents appointment of Bill Gunesch and Dan Henry as Co-Directors of Alpine, Alan Watson as Director of Nordic and Roger Root as Director of Officials. Maker: Roger Root, second by Bill Koefoed. Motion passed. PNSA Executive Committee: Bill reviewed the makeup of the PNSA Executive Committee and announced his nomination of Peter Boit, Dan Henry and Alan Watson to the PNSA EC. A motion to approve those members was approved BOD Motion #2: To approve the President s appointment of Peter Boit, Dan Henry and Alan Watson to the PNSA Board of Directors Executive Committee for the term of office. Maker: Roger Root, second by Bill Koefoed. Motion passed. Corporate Resolutions: Motions were introduced to adopt PNSA Corporate Resolutions 1 and 2. Paul explained the need to pass these resolutions annually as they must be filed with the various financial institutions where PNSA maintains accounts. BOD Minutes June 1, 2014 New BOD Page 2

3 BOD Motion #3: To approve PNSA Corporate Resolution # , affirming the election of Bill Brooks and Bill Koefoed, by the Board of Delegates, as President and Treasurer of the Corporation and providing signatory authority to them for all corporate financial accounts for the fiscal year Maker: Roger Root, second by Gillian Esson. Motion passed BOD Motion #4: To approve 2014 PNSA Corporate Resolution #1, appointing Paul Mahre as the PNSA Executive Director for the fiscal year. Maker: Roger Root, second by Peter Boit. Motion passed. Old Business: Bill Brooks noted that several housekeeping motions were not presented at the earlier meeting of the board and he asked the new board to approve those motions BOD Motion #5: To ratify the actions taken by the BOD Executive Committee during the term of office. Maker: Bill Gunesch, second by Bill Koefoed. Motion passed BOD Motion #6: To accept the reports of the standing committees: ACC, NCC and Finance. Maker: Roger Root, second by Bill Koefoed. Motion passed. New Business: Budget: Peter Boit gave the committee a short financial report. A continuing budget resolution was introduced and passed BOD Motion #7: To approve the FY budget using a continuing resolution under the budget. Maker: Roger Root, second by Gillian Esson. Motion passed. BOD Minutes June 1, 2014 New BOD Page 3

4 USSA Affiliate Agreement: Bill Brooks updated the board on the status of the Affiliate Agreement which USSA is requiring all divisions to sign. He described the original draft of the agreement and compared it to the current draft noting that the tone and specifics of the agreement have changed significantly. Bill announced that USSA wants all of the divisions to sign an affiliation agreement by September and that they will have until sometime in the spring of 2015 to adopt the redlined portions of the attached by-law template. After some discussion of the affiliate agreement and potential changes to PNSA s By-Laws Bill appointed an ad hoc committee to review the affiliate agreement and suggest by-law changes. He asked Jeff Kray to chair the committee and appointed Alden Garrett, Kevin McCarthy and Roger Root to serve on the committee. Bill noted that the by-law template suggest by USSA includes a vision and mission statement. He asked the board to consider attending a retreat during the summer to establish a vision and mission statement for PNSA. Peter Boit suggested that the results of that meeting should be formalized into specific actions Spring Convention: Noting that the contract with the TRAC in Pasco had expired Bill Brooks asked the board for their thoughts on a site for the next spring meeting. Bill Gunesch noted the value of having a club as the host and suggested Hood River for the next location. A motion was introduced and passed to tentatively schedule the next PNSA Spring Convention in Hood River, OR BOD Motion #8: To tentatively schedule the 2015 PNSA Spring Convention in Hood River, OR with the dates and location to be determined later. Maker: Roger Root, second by Jeff Kray. Motion passed BOD Motion #9: To adjourn. Maker: Jeff Kray, second by Peter Boit. Motion passed. BOD Minutes June 1, 2014 New BOD Page 4

5 Appendix A: CORPORATE RESOLUTION # The undersigned Secretary of the Pacific Northwest Ski Association, a Division of the United States Ski and Snowboard Association, and a duly organized and existing Oregon corporation, certifies that the Board of Directors of the corporation approved the following resolution. Be it resolved that by vote of the directors in accordance with the corporation s bylaws, the following employment of professional staff is approved for the fiscal year: Executive Director: Paul F Mahre Be it resolved that as to corporate monetary accounts deposited at Solarity Credit Union, Zions Direct or any other bank, credit union, or investment brokerage or firm, said Executive Director is hereby authorized and empowered for and in the name of this corporation to make, draw, accept, endorse and execute cheques, transfer amounts among the various corporate accounts, to withdraw amounts from those corporate accounts, and to make or direct other financial transactions on behalf of the corporation, to the limits imposed by the directors from time to time. Be it resolved that said Executive Director shall execute signature cards at Solarity Credit Union, Zions Direct and any other bank, credit union, or investment brokerage or firm requiring such cards, and the President shall deliver a fully executed copy of this resolution to the respective financial institutions(s). I have hereto set my hand on June 9, PACIFIC NORTHWEST SKI ASSOCIATION By: Secretary: Roger Root BOD Minutes June 1, 2014 New BOD Page 5

6 CORPORATE RESOLUTION # The undersigned Secretary of the Pacific Northwest Ski Association, a Division of the United States Ski Association, and a duly organized and existing Oregon corporation, certifies that the Board of Directors of the corporation adopted the following resolution. Be it resolved that by vote of the directors in accordance with the corporation s bylaws, the following continuation of officers was approved for the fiscal year: President: Bill Brooks Treasurer: Bill Koefoed Be it resolved that as to corporate monetary accounts deposited at Solarity Credit Union, Zions Direct or any other bank, credit union, or investment brokerage or firm, said officers are hereby authorized and empowered for and in the name of this corporation to make, draw, accept, endorse and execute cheques, transfer amounts among the various corporate accounts, to withdraw amounts from those corporate accounts, and to make or direct other financial transactions on behalf of the corporation, to the limits imposed by the directors from time to time. Be it resolved that each of the named officers shall execute signature cards at Solarity Credit Union, Zions Direct and any other bank, credit union, or investment brokerage or firm requiring such cards, and the President shall deliver a fully executed copy of this resolution to the respective financial institutions(s). I have hereto set my hand on June 9, PACIFIC NORTHWEST SKI ASSOCIATION By: Secretary: Roger Root BOD Minutes June 1, 2014 New BOD Page 6