Marion County Cultural
Coalition Planning Committee
Minutes: February 11, 2004 - Final
Meeting
Present: Chairman Elisabeth Walton Potter, Frances Alvarado, Ann Altman, Frankie Bell, Hanteng Dai, Christine D’Arcy, Kathleen Fish, Sue McCracken, Jim Schwab, Karen Townsend, Richard Van Orman, and Leslie Coleman Zeigen. And John Burke, William Hanable, Dan Hays, Marisa Newnam, Kay Pendleton, Javier Perfecto, and James Shull.
[Note: quorums were exceeded for the Cultural Coalition Planning Committee with 12 of 15 members present, including the 5 incorporators, and 12 of 14 Marion Cultural Development Corporation Board members present.]
Jeffrey Strickland, Law Office of David A. Rhoten, registered agent for the MCDC Board
Guest: Eric White, Marion County Web master.
Introductions: All members of the committee and the board and Jeffrey introduced themselves.
Minutes: The minutes for the regular meeting on January 14 were approved.
Web site: Elisabeth introduced and thanked Eric for development of the interactive Web site which will continue to be hosted by the county unless or until the MCDC Board makes other arrangements. Eric described the database as it is now and as it will grow as more entries are added. Sue and Eric briefed the board on features of the site. Marion County will also continue to host the listserv for group e-mail communication.
Treasurer’s report: Richard presented the final financial report for the committee, noting that the ending balance of $3,440.75 from the original Oregon Cultural Trust grant of $9,509 will be transferred to the board as start-up funds to carry on operations until the next OCT grant expected in June or July.
Incorporation: Jeffrey reported that the Marion Cultural Development Corporation is duly incorporated with papers filed this morning with the Corporations Division of the Secretary of State’s Office. He has a receipt for the filing fee, a standard letter of acknowledgment and a received stamp on the papers. There was brief discussion of the bylaws.
Business records: Elisabeth presented the archives of the planning committee’s work over the past year with all essential documents contained in a banker’s box. She described some of the contents. The archives will be stored in the Board of Commissioners Office until the board decides they should reside elsewhere.
Board member terms: To facilitate start-up of the board, Elisabeth assigned terms for members: one-year terms for Bell, Fish, Patton and Schwab; two-year terms for Dai, Pendleton, Perfecto, Van Orman and Zielinski; and three-year terms for Burke, Hanable, Hays, Newnam and Shull. Sue explained that this was an initial organization measure and that there is no bar to members of the board swapping terms or being elected to additional terms when their current terms expire.
OCT update: Elisabeth and Christine briefed the board on OCT financing, noting that despite a lengthy legislative session that created uncertainty for the agency, OCT has managed to raise funds at the same level as the first year and a little more. In the forthcoming cycle, OCT’s allocation of funds to the local board is expected to be approximately the same as the planning grant of $9,500 but could be greater if significant donations are made to the statewide endowment by July 1. It was brought out that whereas the cultural development board typically will be disbursing funds to qualified applicants under the Community Cultural Participation Grant Program, the board could choose to sponsor an applicant under OCT’s Cultural Development Grant Program that is competitive on a statewide basis.
Christine reported that three local planning committees have submitted cultural plans at this point. Lincoln County submitted one last summer and Jackson County last fall. Neither has the depth of the Marion County plan, which was the third submitted. Although plans are due March 1, some local committees have been granted extensions. Plans will be reviewed in small groups as they come in. Christine said she hoped to have a response approving the plan and the board members in Marion County by the time of the board’s next meeting.
Dissolution of planning committee: Elisabeth thanked the members of the Marion County Cultural Coalition Planning Committee for their outstanding work over the past year and saluted the new Marion Cultural Development Corporation Board. She turned the meeting over to Treasurer Richard Van Orman, who was to act as chairman of the meeting for formal organization purposes.
Richard and Frankie also thanked the members of the planning committee and acknowledged the quantity and quality of both Elisabeth’s work as chair and Sue’s work as staff and liaison to the Board of Commissioners.
Meeting of incorporators of the Marion Cultural Development Corporation (5:05
p.m.)
Richard Van Orman, serving as chairman pro-tem, entertained procedural motions from the incorporators of the corporation who include himself, Frankie Bell, Hanteng Dai, Kathleen Fish and Jim Schwab.
Frankie moved and Jim seconded adoption of the bylaws for the corporation. A voice vote of the five incorporators was unanimous.
Kathleen moved and Jim
seconded appointment of the 14 members of the board of directors, including the
five incorporators and John Burke, William Hanable, Dan Hays, Marisa Newnam,
Hazel Patton, Kay Pendleton, Javier Perfecto, James Shull, and Sharon
Zielinski. A voice vote of the incorporators was unanimous and the board of
directors was convened.
Meeting of the Board of the Marion Cultural Development Corporation
The initial meeting of the board took up a series of organizational items.
Bell moved and Schwab seconded a motion to elect officers consisting of president, vice-president, secretary and treasurer, all members of the board, at the next scheduled meeting of the board. The motion was adopted unanimously.
Burke moved and Shull seconded a motion to file for status with the Office of the Oregon Attorney General, Charitable Activities Section in order to receive charitable donations, and the motion passed unanimously.
Shull moved and Fish seconded a motion that the board directors and officers serve without remuneration, and the motion passed unanimously.
By consensus and without objection, the board decided to set the fiscal year for the corporation and the next regular meeting of the board.
Without objection, the board decided to prepare to file for status with federal Internal Revenue Service as a tax-exempt 501(c)(3) non-profit corporation.
Without objection, the board decided to discuss retention of the Mid-Willamette Valley Council of Governments as fiscal agent on the agenda for the next regular meeting of the board.
Without objection, the board decided to reserve designation of a business office address until after election of a board secretary.
Burke moved and Schwab seconded a motion to indemnify the incorporators and ratify and approve all prior actions of the incorporators. The vote was unanimous.
Van Orman, chairman pro tem, set the time and place of the next meeting of the board as 4 p.m., Wednesday, March 10, 2004, at Courthouse Square.
The meeting of the board of directors was adjourned at 5:25 p.m.