2015-2016-050 NOTE: These Minutes were approved as corrected at the March 19, 2016 Board of Directors Meeting in Arlington, Texas. The corrections are shown in Red and highlighted in Yellow. GRAND CHAPTER OF TEXAS ORDER OF THE EASTERN STAR BOARD OF DIRECTORS REGULAR MEETING FEBRUARY 20, 2016 ARLINGTON, TEXAS The regular meeting of the Board of Directors was called to order at 9:00am in the Conference Room of the Grand Chapter Office by Chairman Audri Rowell. The Chairman welcomed all present. The Chairman asked everyone to Ride for the Brand and quoted from The Life of a Cowboy by John Wayne. Board Members present were: Chairman, Audri Rowell, District Two; Vice Chairman, Becky Austin, District One; Secretary, Carlotta Fairchild, District Five; Ray Hargis, District One; Barbara Martin, District Three; Debi Fincher, District Four; Bob Royall, District Four and David Ouellette, District Five. Board Members absent were: Deborah Land, District Two; Jean Hobbs, District Three. Others present for all or part of the meeting were: Past Grand Matron, Bess Caldwell; Past Grand Patron, Bill Wyatt; Associate Grand Matron, Sharon Mosmeyer; Associate Grand Patron, Tom Murphy; Interim Grand Secretary, Dr. Ellen Pickrell; Grand Treasurer, Lorrie Owens; Linda Hargis, James Parker, Jerry Owens, Don Austin, Pauline McClymonds, Ken McClymonds, Richard Skidd, Keith Mikeworth, Wanelle Mikeworth, Alys Newsom and Rick Hardy. The Chairman presented the following Housekeeping Rules for meeting: Only Board Members speak during discussions For this meeting no formal breaks If a guest has a question, the guest should present the question to a Board Member so it may be brought before the Board Make eye contact with members in the room during the Mizpah Benediction The devotional, Character of Success Quote by Vince Lombardi, and opening prayer was presented by Debi Fincher. The birthdays of Linda Hargis and Barbara Martin were recognized. There were no anniversaries to be recognized. JP Morgan Chase (Bankers Presentation) Randal Rose, Randall Noel, Michael Parrelly and Graisyn McCormick presented a Financial Review and Market Outlook for the Grand Chapter of Texas for the Board of Directors. They provided copies of a detailed Financial and Investment Review for all Board of Director members and all Corporate Board members. Synopsis of presentation included:
2015-2016-051 An overview of current accounts, the current market value, the principal restricted funds and the available funds. Investments look pretty good at this time Discussion on growth in the US Market and Global Market Questions on Oil and Gas and the effect on investments Principal restricted funds are funds for a particular account that cannot be used to pay Grand Chapter expenses or pay for OES Ladies expenses. The restrictions on these funds are set in the Constitution and the Code of Laws for the Grand Chapter of Texas. Funds in some restricted accounts are currently below the balance that must be maintained for the accounts. JP Morgan Chase will make adjustments next week so the restricted accounts are at the proper balance. A formal mandate will be presented by the Grand Chapter Finance Committee (Bill Wyatt, Pauline McClymonds and David Dibrell members) for consideration. Minutes: The minutes of the January 16, 2016 Board of Directors Regular Meeting in Arlington at the Grand Chapter Office were presented. Ray Hargis moved that the minutes of the January 16, 2016 Board of Directors Regular Meeting be approved as corrected. The motion was seconded by David Ouellette and adopted. Ray Hargis introduced Rick Hardy, (Corporate Lawyer, CPA and OES member) who is willing to offer legal advice when requested. Email Vote Ratification: The next item of business was ratification of email votes conducted in January and February. January 27 th Vote to purchase new printer for Grand Treasurer s Office from Best Buy the amount not to exceed $300.00. The motion was made by Debi Fincher to ratify the vote. The motion was seconded by Bob Royall and adopted. February 2 nd - Vote to authorize the Interim Grand Secretary to dispose of non-working equipment (2-Avaya phones, 1-TI 5660 calculator, 1-Dell scanner, 1-HO photosmart C4250, 2- Kodak perfect page photo printers) in the Grand Chapter Office. The motion made by Barbara Martin to ratify the vote. The motion was seconded by Debi Fincher and adopted. February 10 th Vote to transfer the amount of $53,000.00 from the Eastern Star Home Fund (9007) to the Eastern Star Home Checking (6812) for the purpose of paying the January TMRC invoice of $60,468.72 as the current bank balance is $8,591.70. The motion was made by Debi Fincher to ratify the vote. The motion was seconded by David Ouellette and adopted. Correspondence: Cards sent by the Secretary included: one (1) Get Well, one (1) Sympathy, two (2) Birthday, and four (4) Thinking of You cards. Grand Secretary s Report. Dr. Ellen Pickrell was welcomed as the Interim Grand Secretary. The Check scanner has been received and Saeed Bowens (JP Morgan Chase) and Melissa Hudman (Grand Conductress) are working together as to its configuration and use.
2015-2016-052 David Ouellette still does not have online access to the Financial Statements. There are problems with the computers and applications in the Grand Chapter Office. The computer maintenance agreement with Dell is in place for Computer Issues. Also Computer Solutions Inc. is a preferred vendor for the purposes of the IT functions and can be used for repairs. Grand Treasurer s Report The Grand Treasurer, Lorrie Owens, reported on the following items: Asked that a copy of the email votes taken by the Board of Directors be sent to the Interim Grand Secretary and the Grand Treasurer. New printer for Grand Treasurer still has to be purchased. (The old printer has already been disposed of) Grand Treasurer will be out of pocket for the next few weeks Jane Pyle will handle all bookkeeping Betty Hancock will finish updating the Grand Chapter Database with the Endowed Membership information. o Not all Endowed Membership records are available o Endowed Membership lists were sent to Chapters each year o There are 3 Endowment Checks being researched for Cleveland #465, Sugar Land #1107, and Beckville #273 (has been cleared) o Brookshire #652 endowment check was returned. Unfinished Business A report on the Audit was presented by Debi Fincher. The Management Representation Letter has been sent. The Audit fees for this year were less than previous years. The report on the Appraisal of Jewelry Items in the Safety Deposit Box was presented by Becky Austin. One of the Worthy Grand Matron s Jewels has been appraised and returned to the Worthy Grand Matron. The Worthy Grand Patron s Jewel has been appraised and returned to the Worthy Grand Patron. The report on the Building Lease was presented by Bob Royall. The following information was discussed. Associate Grand Matron, Sharon Mosmeyer, is the point of contact with the Attorney to deal with the Building Lease. Mr. Moody nullified the Sub-lease agreement on December 24, 2015 in a signed letter. We are no longer responsible for the storage area. The Corporate Board has not signed off on the letter. It was agreed that the Interim Grand Secretary can sign the letter for the Corporate Board. The monthly maintenance fees on the building lease have dropped. A percentage of the maintenance fees go towards landscaping. A report of the Purposes and Policies 2015-2016 Committee meeting was presented by Audri Rowell. The Purposes and Policies Committee has accepted the Key Accountability Management Plan and the IT Management Plan submitted by the Board of Directors with a few changes. There will be an additional person to sign the agreement for the keys given to the Grand Secretary. Those two people will be the Worthy Grand Matron and the Chairman of the Board of Directors.
2015-2016-053 The report on the IT Accountability Management Program was presented by Ray Hargis. This document is a living document and will constantly be updated. It will take some time to implement the program. One update needed at the present time is the drawing of the office space. Current drawing is the office space before the Grand Chapter Office moved. The report on fixing the brakes on the Grand Chapter Trailer was presented by Ray Hargis. Dewey Teague is going to have the brakes fixed so the Grand Chapter Trailer can be inspected. Dewey Teague will have the brakes fixed within the next four (4) weeks. The Grand Chapter Website Items for Sale was brought back before the Board. David Ouellette moved it be removed from the table for discussion. The motion was seconded by Debi Fincher and adopted. Synopsis of items discussed: The Storage Unit be emptied by the Grand Chapter Session Items for sale not sold from the Grand Chapter website be taken to the Grand Chapter Session in Tyler, TX Most cost effective way to transport the items Membership know that if member purchases an item that the member is responsible for pickup and transportation of the item Some of the items are furniture, printing press equipment and Worthy Grand Matron Dresses Items should be listed in the Bulletin and on the Grand Chapter website with pictures and descriptions Professional appraisal has been done by Sharon Adams and none of the items are considered antiques. Designate days that members can come to check out the items for sale. If purchased must be picked up not later than 30 days after purchase date. Members of the Board will help out with the designated show dates. Information on items to be at the Grand Chapter Office by March 6, 2016 for publication in the April Official Bulletin Bids be required for all items to be sold reference to page 188 Code of Laws: Code of Laws, Chapter 15, Resolutions Adopted by Grand Chapter of Texas, OES: That all such property be listed in the Official Bulletin as they become available for sale. Bids shall be received on such property and shall be submitted to the Board no more than 30 days after publication in the Official Bulletin. Bob Royall moved that David Ouellette formulate a plan to liquidate the items in the storage building in accordance with the Code of Laws. The motion was seconded by Ray Hargis and adopted. Interim Grand Secretary Recommendations that have been adopted. Board of Directors has appointed Barbara Martin as Interim Legal Agent for the Ladies at TMRC. As the Legal Agent for the Ladies at TMRC Barbara Martin will: Holds the Power of Attorney for the Ladies Check the record of the ladies to see who is the Medical Power of Attorney and the Durable Power of Attorney on record Quick Books access granted to Dr. Ellen Pickrell (Interim Grand Secretary) and Jane Pyle (Bookkeeper). The contact person for Building Security is now Dr. Ellen Pickrell. A report on the Official Bulletin Long Range Committee was presented by Carlotta Fairchild.
2015-2016-054 The following information was discussed: Subscription Rates will be researched Adding Business ads to the Bulletin Polling the members to assess the interest in a digital copy of the Bulletin Proposed starting date of January 2017 for digital copy Cost analysis of current Bulletin costs needs to be done Cost of mailing the Bulletin averages $7.00 per copy Need an analysis on ad s as income Stop free advertising Members could pay to advertise their businesses The committee will research these items and report back at the next Board meeting. A report on an Electronic Voting Device for Grand Chapter was presented by David Ouellette. The device being considered is the device being used by Grand Lodge of Texas. Steve Apple and Ed Kirkpatrick have volunteered to help implement and assist with the voting devices for the Grand Chapter. The following information was provided on the voting devices: The vendor for the devices is Turning Technologies in Youngstown, OH Cost per unit for approximately 2000 voters is $3.00 per unit. Voting for one day would be approximately $6,000.00 Working range of devices is limited to 300ft Cost to rent the devices is 60% up front and 40% at the end Results can instantly be displayed on large and small TV/AV screens The following information was discussed on using the voting devices Good delivery point for the devices is the Grand Chapter Office Steve Apple and Ed Kirkpatrick would assist with the devices at Grand Chapter Session for the cost of the hotel room Ballots cost approximately $2,000.00 per year to be printed the past two years Would need to increase cost of registration at Grand Chapter Session to cover the costs Legislation would have to be voted on concerning registration and balloting at this year s Grand Chapter Session Code of Laws, Registration Committee, Article 152-K:.collect a registration fee of ten dollars ($10.00). Code of Laws, Grand Chapter Session and Matters Related Thereto, Article 158, Issuance of Ballots:.one set of printed ballots, on forms prescribed by Grand Chapter.. A report on pricing of Constitutions was presented by Dr. Ellen Pickrell. The current prices are: 2015 Constitution on CD $ 5.00 2015 Constitution content only $17.50 2015 Constitution with Binder & inserts $24.50 A report on the Grand Chapter Van was presented by Carlotta Fairchild. The current mileage on the van is 102,579 miles. Research has been done on purchasing a new van for Grand Chapter. Four quotes for 2016 Ford Transit van were distributed to the Board and discussed. The following information on purchasing a van was discussed: A new van would take 3 4 months to build
2015-2016-055 There is currently $48,000.00 in a General Fund sub-account set aside for a new vehicle. Where the van would be delivered once ready Trade-in value of the current van Bob Royall to check pricing on mid-roof van for Ford Transit David Ouellette moved to purchase a new Grand Chapter Van for the incoming Worthy Grand Matron. The motion was seconded by Debi Fincher and adopted. Bob Royall noted that in the future, if the Board of Directors decided to discontinue providing a Grand Chapter vehicle, the Code of Laws would have to be updated if Grand Chapter wanted to provide for vehicle maintenance, insurance and travel reimbursement for the Worthy Grand Matron. The purchase price of the new van and the vendor will be done by email vote. New Business: Associate Grand Matron, Sharon Mosmeyer, presented her Purposes and Policies projects and programs for the 2016 2017 year. Copies of these projects and programs were distributed to the members of the Board. Becky Austin moved to approve the funding request for Associate Grand Matron Sharon Mosmeyer s Purposes and Policies for the 2016-2017 year. The motion was seconded by David Ouellette and adopted. The next order of business was Dues Cards for 2016-2017. The Database has the capability of printing dues cards. Electronic voting requires that a Barcode be on the card. The current dues card does not have a convenient space to add a Barcode. To work with the Database the Barcode would have to be on the front of the card. Grand Chapter would need to obtain General Grand Chapter s permission to alter the card. Ray Hargis will start working with GGLMS to see if is possible to print a Barcode on the current card. A report will be given at the next Board meeting. Becky Austin moved that the April Board of Directors meeting on April 16 th be held at the Worthy Grand Matron s School of Instruction in San Antonio, TX. The motion was seconded by Debi Fincher and adopted. Becky Austin moved that between the April Board Meeting and the May Board Meeting a Board Budget Workshop be held. The motion was seconded by Debi Fincher and adopted. Notice will be sent as to the time, date and location of the Workshop. The Grand Treasurer reported that three (3) endowment checks needed to be researched: Archive #1095 $452.18 Fairfield #331 $ 58.98 Mont Belvieu #1142 $412.86 Committee Reports: The following committee reports were presented. Benevolent Aid: Audri Rowell for Jean Hobbs on Benevolent Aid. Total funds provided for Long Term Aid for February 2016 were $3,550.00. Total funds provided for Emergency Aid were $1,500.00. There was no request for Temporary Aid. Total funds paid were $5,050.00.
2015-2016-056 Contracts (Printing Audit): Debi Fincher reported on the Printer Contract. Printing costs are approximately $3,250.00 a month. Dr. Ellen Pickrell and Debi Fincher will work together to develop an itemized list of printing costs and identify the accounts associated with printing. Facilities/Museum: David Ouellette reported on the Facilities and Museum. Dr. Ellen Pickrell and Melissa Hudman will coordinate where the pictures will be hung in the Grand Chapter Office. David Ouellette will hang the pictures. Displaying the Worthy Grand Matron dresses in the museum from the Storage Unit was discussed. Finance (General Fund): Becky Austin reported on the General Fund. Becky Austin will meet with Jean Hobbs, Barbara Martin, Carlotta Fairchild and Debi Fincher at the Grand Chapter Office to review the finances. Titles, Deeds, & Properties: Becky Austin reported on the Titles, Deeds, & Properties. Becky Austin, Mickie Campbell and Gerry Sturtz will meet in March to review the Asset files. TMRC (Our Precious Ladies): Barbara Martin reported on our OES Ladies at TMRC. All of our OES Ladies are in fairly good health. Pearl Woody is having problems swallowing and experiencing problems when tests are conducted to diagnose the problem. Barbara Martin is looking into the Funeral Paid Plans that we have on each lady and what funeral arrangements if any that the ladies have made. Worthy Grand Matron s Special Projects: Carlotta Fairchild reported on the Worthy Grand Matron s Special Projects. There are several projects that are reporting a loss at this time. The Board members took no action concerning the Worthy Grand Matron s request to lower costs on the Travel books or Calendars. Audri Rowell will email to Dr. Ellen Pickrell and the Board a copy of Printing Guidelines used for Corporate Board members in the past. District Reports: District 1: Becky Austin and Ray Hargis reported the Schools of Instruction for District One are going on now and there will be two schools left after today. District 2: Audri Rowell had nothing to report for District Two. District 3: Barbara Martin reported that a number of Chapters in District Three are having their fund raisers at this time. District 4: Bob Royall had nothing to report for District Four. District 5: Carlotta Fairchild and David Ouellette reported the Schools of Instruction will start in District Five on March 11 th. District Five had a Style Show that went well. The Chairman reported from the Executive Board Session that Benevolent Aid was discussed. The next regular meeting of the Board of Directors will be held on March 19, 2016. There being no further business, the Mizpah Benediction was repeated in unison. The meeting was adjourned at 1:30pm.
2015-2016-057 Respectfully submitted, Janet Travers Recording Secretary