Marion County Cultural
Coalition Planning Committee
Minutes: January 14, 2004
Present: Chairman Elisabeth Walton Potter, Frances Alvarado, Hanteng Dai, Kathleen Fish, Antonia Jenkins, Tom Kneeland, Sue McCracken, Jim Schwab, Karen Townsend, Richard Van Orman, and Leslie Coleman Zeigen. Guest: Jeffrey Strickland, Law Office of David A. Rhoten
Minutes: The minutes for the regular meeting on December 3 were approved.
Incorporation: Elisabeth thanked Leslie for making the approach to David Rhoten for legal assistance in incorporating the Marion Cultural Development Board as the successor to this committee. Mr. Rhoten assigned his associate, Jeffrey Strickland, to work with us.
Jeffrey has refined our proto-bylaws, particularly the language on actual or perceived conflict of interest. The group discussed that section as well as the section on terms of office for members and officers. As the incorporation papers are finalized, Jeffrey will further clarify the section on recusal to reflect the committee’s intention that a member of the board who is also a member of a grant applicant group may participate in discussion of the application but not vote on it unless the board, by a two-thirds vote, requires the member to recuse himself/herself from the discussion as well.
Jeffrey briefed the committee on steps necessary for incorporation. The incorporators will be the five members of this committee who will be members of the new board, namely, Frankie Bell, Hanteng Dai, Kathleen Fish, Jim Schwab, and Richard Van Orman. The address for the corporation will be a post office box. A registered agent will need to be named. Annual minutes must be produced and maintained on file with the corporation. The filing fee for the Oregon Secretary of State is $50 and there will be an annual report fee of $50 each year.
The filing for tax-exempt 501(c)(3) status with the Internal Revenue Service must be made within 15 months of incorporation. Ray Teasley at the Council of Governments will assist with the form which is about 30 pages long.
The incorporation meeting will take place at 4 p.m. on Wednesday, Feb. 11, in the Human Resources Training Room on the fourth floor of Courthouse Square. It will be the organizing meeting for the corporation and a joint meeting of the planning committee and the new board. Jeffrey will take the official minutes. As the only officer of the committee who will be a member of the new board, Richard Van Orman will serve as chair pro tem and may also serve as or appoint a secretary, those being the two offices required for incorporation. All continuing members and new members are eligible for nomination to fill officer positions when the new board conducts its election. Among the first steps to be taken by the new board is adoption of the bylaws.
The bylaws will have two attachments, a dissolution plan and a sheet with the signatures of the five incorporators. Jeffrey will have the sheet ready in a couple of days and the incorporators are asked to inform him of the style of their legal signatures and come into his office in the Oregon Building at 494 State Street by the end of the month to affix their signatures to the incorporation paper that will be filed on Feb. 11 in advance of the meeting.
Sue moved; Leslie seconded, and the vote was unanimous to name Jeffrey Strickland as our registered agent.
New board: Elisabeth thanked Leslie and Ann Altman for pulling together the slate of candidates for positions on the board, checking for balance in disciplines and geography. Fourteen names are proposed for membership. When Karen Townsend withdrew due to sudden demands on her personal time, the nominating committee of Elisabeth, Leslie and Ann considered whether to advance one of the names from the committee’s consensus list of potential appointees to the slate of nominations. The committee concurred with their decision not to do so, but instead to leave one slot open for the new board to fill. The full list of those considered for nomination will be forwarded to the new board as a resource for filling positions in the future. Each of the nominees received a letter from Elisabeth noting that they were under consideration for appointment and, as requested, each returned a completed interest form confirming their willingness to serve.
Karen and Antonia expressed the committee’s gratitude to the nominating committee for their efforts in assembling the slate of candidates.
Leslie moved approval of the slate of candidates for appointment and Karen seconded the motion. The slate includes the five incorporators and John Burke and Jim Shull of Silverton, William Hanable, Dan Hays, Marisa Newnam, Hazel Patton and Sharon Zielinski of Salem, Kay Pendleton of Stayton, and Javier Perfecto of Woodburn.
Sue proposed a friendly amendment, allowed by Leslie and seconded by Karen, to include in the motion a residency exception for Javier Perfecto who lives in Canby (Clackamas County) and is the Woodburn mayor’s liaison for community relations. The committee unanimously voted to appoint the slate of nominees as the members constituting the new board.
Elisabeth will send letters of appointment to the members of the new board along with copies of the plan, profiles of the board members, and information on the Oregon Cultural Trust.
Elisabeth suggested, and the committee agreed, that we would have an informal, no-host social hour at Grand Vines following the Feb. 11 meeting to allow time for the committee and new board members to become acquainted. Spouses are welcome to attend the meeting and social hour.
Cultural Plan: Elisabeth presented the printed plan, and the committee discussed distribution which will include the Board of Commissioners plus former-Commissioner Mike Ryan, the committee and new board members, cities in Marion County, libraries, those interviewed for the plan, the OCT, those attending the Oct. 28 plan review and comment meeting, the governor, Marion County legislators, and newspapers in the county. There were 250 copies of the plan printed. Sue will contact ABC Printers to get a digital copy of the completed plan to post on the Web site.
Elisabeth received thanks as principle author, photographer and publisher of the plan.
Budget: Elisabeth distributed a revised budget noting the final printing cost for the plan ($2,049 - less than initially budgeted), estimated legal and accounting fees, and increased funds to reimburse Marion County’s expenses and reserve as start-up funds for the new board. Tom moved and Kathleen seconded adoption of the revised budget. The vote was unanimous in favor.
Meeting videotape: The committee viewed two sections of the videotape of the Oct. 28 public meeting to review and comment on the draft plan. Sue and Elisabeth will have a videotape cued to an appropriate section available for the Feb. 11 meeting to show if it seems like a good idea at that time.
The videotape has been archived on the Capital Community Television video-streaming Web site so that all those in the county with Internet access can see it if they wish. The three copies of the tape, which CCTV gave the committee gratis, will go to the new board, to OCT, and to Elisabeth as chair of the planning committee. Elisabeth has sent a letter to CCTV Programming Coordinator John Strauch to acknowledge the courtesy.
Elisabeth noted that this is the last meeting of the planning committee on its own, since the next will be a joint meeting of the outgoing committee and the incoming board. She congratulated the committee on performing its mission on time, within budget and with all members contributing significantly.
The committee applauded the tremendous amount of work, thought and focus Elisabeth has brought to our work. Antonia expressed great appreciation for Elisabeth’s chairmanship and the committee’s task orientation, which she said valued everyone’s time while always moving the work forward.
The meeting was adjourned at 6:05 p.m.