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HomeMy WebLinkAbout01 BVVM Agenda and Minutes 2009 AGENDA Memorial for all Veterans of the Brazos Valley, Inc. Wednesday, January 13th - Noon Celia Goode Haddock Executive Board Room 2275 Dartmouth Street College Station, Texas 77840 1. Roll Call 2. Approval of Minutes: November, December 2009 and the Annual Meeting 3. Committee Chair Reports: a. Design Committee — I. Approval of statue from J. Payne Lara Studio II. Approval of Bids for the Interpretive Panels ()() b. Membership Committee — c�L -T/2.21 c. History Committee — d. Special Event Committee —nom,. e. Development Committee — ��� I Tt 4. Reports of Officers: PA� a. President's Report — 401 b. Vice President's Report — �� c. Vice President's Report — ' d. Treasurer's Report — A te . LVS I. Approval of Treasure's Report II. Approval of an Annual Budget e. Secretary's Report — 6. Old and Unfinished Business 7. New Business 8. Good and Welfare 9. Adjourn Minutes Memorial for all Veterans of the Brazos Valley, Inc. Wednesday, November 4, 2009 12:OOpm Celia Goode Haddock Executive Board Room Arts Center 2275 Dartmouth Street College Station, Texas 1. Roll Call: Steve Beachy called to order the meeting of the Memorial for all Veterans of the Brazos Valley, Inc., on the 4 day of November 2009 at 2275 Dartmouth in College Station, Texas at 12:04pm. The following Board Members were present at the meeting: Steve Beachy Randy House Mike Beal Bill Adams Anne Boykin Mike Newman John Velasquez Fain McDougal Travis Small Amy Zaragoza Brian Hilton Russell Bradley Bill Youngkin Marco Cisneros Jerry Fox 2. Approval of Minutes: A motion was made by Russell Bradley and seconded by John Velasquez to approve the minutes for the October 2009 meeting. The motion was unanimously approved. 3. Committee Chari Reports: A. Design Committee — The Granite pedestals are installed. All of them are installed except the Texas Independence pedestal. The Texas Independence pedestal will be installed later this week. Fain McDougal said that it looks really nice as you drive into the park. Steve Beachy asked that board members be available at 4:OOpm to be stationed along the trail to give information about the War Memorials. Also, Mr. Beachy said that it would be helpful to give information on what they will look like. Mr. Beachy said that the panels will be up by Spring Break of 2010. Anne Boykin said the full size will be on foam board to be displayed for the event, just as examples. The will be under the pavilion for the ceremony on display. Mr. McDougal said that a letter has been written up for Payne Lara. He said that the sequence would be an 18 inch sculpture of the actual memorial to show to the board first. Mike Beal asked if the Board would be able to buy the miniature statues. Mr. McDougal said that they will be $1000.00 /each. $10k first — he will purchase the clothing, and then he sells it back to the company, and gets reimbursed. After committing to it, you get your 2 payment in, and then when the statue is complete the final payment would be due. Mike Beal asked about purchasing uniforms for special occasions. Mr. Beachy asked the Board members that when the letter is completed by Bill Youngkin could it be signed and passed on to Payne Lara. The model would be brought to the board before any final decisions would be made to proceed onto completion. Mr. McDougal said that by July 4 the first sculpture should be complete. Mr. McDougal said that Mr. Lara is ready to proceed with the first statue. The Board will get a check in the amount of $10k to get the process started. The Board members agreed to get two of the statues started, and then next year by this time there will be two completed. A motion was made by Marco Cisneros and seconded by John Velasquez to approve Payne Lara to go forward with the two statues. The motion was unanimously approved. B. Membership Committee — Mike Newman said that the membership letters have been sent out with the membership cards. He said that a letter was sent to the thirty - five Life Members bringing them up to date about the BVVM, and an invitation to the event. He said that it was sent to over three hundred individuals, and he feels that we will hear from maybe a 1/3 of the members. He said that we will be monitoring very closely of who sends funds back. C. History Committee— Anne Boykin said that there will be a total of twenty -two panels. Steve Beachy asked that some members of the board help proof the panels. Ms. Boykin said that they are 24x36, and on most of the font size for the text is 18 -24pt. She mentioned that there are twelve narratives that are in final edit. She said that Jose Vasquez is doing the final check, and then will send them back to her when complete. She said that drafts on eighteen of the twenty -two are complete. D. Special Event — Steve Beachy said that the event will start at 4:OOpm. He said that at 5:OOpm there will be a small ceremony that will consist of very simply welcoming anyone that had names put on the wall for this year. Bill Youngkin will read the names of all 263 names. At 6:OOpm the event starts at the pavilion. Mr. Beachy went over the way that the events will unveil. Mr. Beachy said that the Jr. Ross Volunteers will be there to help with the escorting of the veterans that were honored this year. Fain McDougal mentioned making more copies and handing out maps of the Lynn Stuart Pathway. Anne Boykin will have one large panel under the pavilion for viewing. Mr. Beachy said that name tags for the board members would be nice so that each individual could be recognized at the event. Mr. Beachy said that if it is raining, adjustments will be made then. Anne Boykin said that ticket sales are pretty slow at this time. She will send out a press release about the event and bbq tickets for sale. E. Development Committee — Fain McDougal said that Kyle & Beverly Greenwood would like to support the War on Terror site. Mr. McDougal said that they might be willing to do more, and also place a statue out at the site. Waller might be interested in sponsoring one of the sites. Mr. McDougal explained the costs for each item at the site: $5k for a bench with a name on it in front of marker of the war. A benefactor would be $40k. Mr. Beachy mentioned some of the sponsors that have already committed to some of the memorials. 4. Report of Officers: A. President's Report — Steve Beachy said that the election of officers will be coming up in December, and would like for the members to start thinking of possible officers for next year. He mentioned that anyone that might be interested in a position please let Mike Newman know so that it can be put together. B. Vice Presiden't Report — Randy House asked that Steve Beachy go through the program with him so that he will make sure that he recognizes the right individuals during the ceremony. C. Vice President's Report — No report at this time. D. Treasurer's Report — Mike Beal went over this past month's transactions. He went over the proposed budget for 2010. $124k of the $130k is directed funds. He mentioned that none of that money can be used for operational expenses. $39k operational expenses. Discussion of what percentage of admin fees would be collected out of the $10k for the funds collected. There might be a 5% admin fee added to each of the projects. It should be added as a policy and could be placed in the by -laws for next year. As funds come in, there will be a definite percentage used for admin fees. Randy asked that it be placed in the by -laws before it is actually used for admin fees. When the budget is created for next year, this will be placed in there. I. Approval of Treasurer's Report: A motion was made by Mike Newman and seconded by John Velasquez to approve the Treasurer's Report. The motion was unanimously approved. E. Secretary's Report — No report at this time. 5. Old and Unfinished Business — Bill Youngkin said that he needs to check with The Eagle about getting the photos from them, from the past Veteran's that were interviewed. 6. New Business — None to report at this time. 7. Good and Welfare — Anne Boykin said that there will be an Exploring Lunch meeting on the November 18 2009. Bill Youngkin said that he will be contacting the Korean veterans so that he can start doing stories on them soon. 8. Adjourn — The meeting was adjourned at 1:16pm Minutes Annual Meeting Memorial for all Veterans of the Brazos Valley, Inc. Wednesday, December 9, 2009 11:30am Celia Goode Haddock Executive Board Room Arts Center 2275 Dartmouth Street College Station, Texas 1. Roll CaII - Steve Beachy called to order the annual meeting of the Memorial for all Veterans of the Brazos Valley, Inc. on the 9 day of December 2009 at 2275 Dartmouth Street in College Station, Texas at 11:42am. Bill Adams Steve Beachy Mike Beal Anne Boykin Russell Bradley Marco Cisneros Jerry Fox Brian Hilton Randy House George McCoy Fain McDougal Mike Newman Mike Southerland John Velasquez Bill Youngkin Travis Small Amy Zaragoza 2. Report of the President — Steve Beachy described how the annual meeting was going to go. Mr. Beachy said that the past year has been a good year. He mentioned that the Board passed a successful audit. He said that another audit will be conducted for next year according to the funding agreement for City of College Station. He thanked the board for paying attention to the reports. Mr. Beachy was proud to announce that there were 263 names added to the Wall of Honor this year. He thanked everyone for encouraging others to put names on the wall. The turnout for the event was good, and thinks it went very well. He thanked Fain McDougal for getting the statue project under way. He mentioned that between Chip Dawson and Anne Boykin there has been a tremendous amount of work completed on the interpretive panels that will eventually be made into a book for others to use when they visit the Memorial. He said that the completed panels will complete the trail project. He said that we will have money to do the American Revolutionary War Statue and the Texas Independence Statue. Randy House is trying to get the Korean War statue funded during his next visit to Korea. Mr. Beachy has enjoyed being the President and feels that the board will be even stronger next year. He enjoys meeting with each and every board member each meeting and thanked everyone for the time that they have committed to the Board. Randy House spoke and said that he feels that Mr. Beachy has done so much for the Board and that we wouldn't be where we are without his enthusiasm and his d rive to do things for this Board. He really appreciates all that he has done for this Board. 3. Election of Board Members – Mr. Beachy said that he, Fain McDougal, and Mike Newman met last week about new board members. He went over the process of electing board members. Ron Silvia former Mayor of College Station has been nominated as a board member. Mr. Beachy feels that Mr. Silvia will be a great asset to the board. Jim Singleton has also been nominated for the Board. Mr. McDougal said that Mr. Singleton is a local architect and is very involved in some degree of the memorial at the beginning. He said that Mr. Singleton would be a great addition to the board, and bring a lot of strengths to the Board. Mike Guidry has been nominated for the Board. Anne Boykin said that he would be very helpful with the Board. She is impressed by his character. Mike Southerland said that he is an Iraqi Veteran, and feels that he would be another good addition to the Board. Irma Cauley has expressed an interest in being on the Board. She is serving the remainder of her husband's term, and will be running for re- election. She has a strong interest in the Board, and feels that she will provide a good link to the commissioner's court. Mike Newman said that she is heavily involved in the African American Museum. He feels that she would bring a lot of positive ideas to the Board. David Sahm was also nominated. Mr. Beachy said he is the past president of the College Station Noon's Lion Club. He has served two tours in Iraq. This would create a 21 person board. By having the new additions it will be good _ ____–for the Board in getting more information out about the Board. A motion wa_s .made by Mike _ -- -- Beal- and seconded __by- Russell - Bradley -to-acceptthe- nominations presented by -Mr _ Beachy to the board to be added to the Board. The motion was unanimously approved. 4. Election of Officers – Mr. Beachy said that in addition to the current positions, there might be more that will be added. For instance, someone might be added to be in charge of the flags. He said that it would be good for one person to handle the ordering and replacing of those flags each year. The flags will be replaced twice a year. VFW and American Legion offer a quarter of the total amount for the flags. That individual would be responsible for getting the flags ordered, and when they come in being brought over to the City of College Station Parks & Recreation Department. That would be a Flag Coordinator position. Mr. House informed the Board that if need be for the Vice President position someone that has more of a presence, then he will freely step down from his roll. He said that if the Board is not okay with this decision of him staying in the position, then he would think that Mr. McDougal would be great for the position. Everyone else has agreed to stay in their current positions. Mr. Beachy would like to help with the Design Committee. Mr. Beachy said that George McCoy would be an Audit Chairman. Mr. Adam's would like to be the Chaplin for the Board. Mr. Beachy — went over each of the Officers names and committees in which they serve on. This would give everyone on the Board an assignment. A motion was made by Mike Newman and seconded by Mike Beal to accept the new Board assignments of the Audit Chairman, Chaplain, and the Flag Coordinator. The motion was unanimously approved. 5. Adjourn – The meeting was adjourned 12:16pm. Minutes Memorial for all Veterans of the Brazos Valley, Inc. Wednesday, December 9, 2009 12:OOpm Celia Goode Haddock Executive Board Room Arts Center 2275 Dartmouth Street College Station, Texas 1. Roll Call — Mike Newman called to order the meeting of the Memorial for all Veterans of the Brazos Valley, Inc., on the 9 day of December 2009 at 2275 Dartmouth Street in College Station, Texas at 12:17pm. The following Board Members were present at the meeting: Bill Adams Steve Beachy Mike Beal Anne Boykin Russell Bradley Marco Cisneros Jerry Fox Brian Hilton Randy House George McCoy Fain McDougal Mike Newman Mike Southerland John Velasquez Bill Youngkin Travis Small Amy Zaragoza 2. Approval of Minutes: The minutes from the November 4, 2009 are not complete due to the new computer not being able to access the files. They will be deferred until the January meeting. 3. Committee Chair Reports — a. Design Committee — I. Approval of Bids for the Interpretive Panels — Steve Beachy said that the interpretive panels have been sent out for bid. Mr. Beachy said that there were 7 different companies that responded to the bid. He said that out of the bids that were received, the lowest bidder was Spectralite. Their bid came in at $10,876.08. The second lowest bidder was SignPro, and that bid came in at $11,594.00. The third lowest bidder was Pannier, and there bid came in at $13,029.00. The three lowest bidders were asked to provide the Board with an example of what the panel would look like if completed by their company. He asked that the Board to proceed with the lowest bidder after the samples are received and are acceptable. Spectralite will offer a ten year warranty, and SignPro will offer a six year warranty. Mr. House would like the Board to consider the idea of an out - of- country completing these panels. He feels that if the product is of the same quality, then he feels that the Board should offer it to an American based company. Anne Boykin said that Spectralite said that usually make their items for design firms. Marco Cisneros said that the lowest bid, might not always be the best quality product out there. Mr. Cisneros thinks that looking at the longevity of the item is something to look at, and the possibility of having to replace any of the panels in the years to come. Ms. Boykin says that they should be getting the samples from each company within the next couple of weeks for the Board to review. Mr. Beachy said that the interpretive panels should be in place by Spring Break 2010. Mike Southerland made a motion to not accept a bid from out of the United States. John Velasquez seconded that motion. The motion was open for discussion. Mike Beal is amending the motion to give preference to United States based companies. Brian Hilton seconded that amendment. George McCoy asked if the Board could select a company out of the three lowest bids, or would the Board need to go with the lowest possible bid. Mr. Beachy said that if the companies do not produce what the Board is looking for, then they would go with another one of the three companies. Mike Southerland withdrew his motion to not accept a bid from out of the United States. Anne Boykin passed around an example of one of the interpretive panels that she and Chip Dawson have been working on. Mr. Beachy said that bases will need to have a design completed. He said that instead of having a square pedestal, it would be nice to have something that has more shape to it, to where individuals will not try to climb the pedestal. Mr. Beachy said that Mr. House will be traveling to Korea in February, and will present the possible sponsors with examples of what will be completed if they provide funding. He mentioned that the Board will create a folder with examples of the pathway, the pedestals, and the statues. Mr. House will present this information to the individuals that he will be meeting with about possibly funding the Korean War memorial. b. Membership Committee — Mike Newman said that there has been one new life member added recently. c. History Committee — No report at this time. d. Special Event Committee — I. Veterans Day Ceremony Review Bill Youngkin gave a brief description of how the event went this year. Mr. Youngkin said that he did not hear many complaints about the program. The main complaint was that the ceremony is too long, and needs to be shortened a bit. Mr. House said that there need to be changes before next year's event. Mr. Newman asked that letters be sent to the individuals who donated their time, and goods for the event. Mr. Newman said that he will draft a letter to each of those donors, and get those sent out to each one. Brian Hilton thinks that it would be a good idea to place it in The Eagle to give each individual and company who made donations the positive publicity. He said that he thinks that each of those individuals would like to get the public appreciation. e. Development Committee — Fain McDougal said that Mr. Travis Small and his wife made a contribution to the Memorial for the War Memorial that they will be sponsoring. The Board graciously told Mr. Small how much the contribution was appreciated. 4. Reports of Officers: a. President's Report — No Report at this time. b. Vice President's Report — No report at this time. c. Vice President's Report — No report at this time. d. Treasurer's Report — I. Approval of Treasurer's Report — The monthly report will be presented at the January meeting. II. Approval of an Annual Budget — Mike Beal went over the proposed budget for the 2010 year. Brian Hilton went over the breakdown of what the costs are in putting a name on the Wall of Honor. Mr. Hilton said that the profit of each name after all of the administrative costs is $31.10 per name. Mr. Beal described each projected expense on the 2010 budget. Mr. Beal said that the annual expense to run the Board is around $19,000.00. Fain McDougal pointed out that the Texas Independence Memorial will not be funded by the Board. Mr. House proposes to speak about this in final form at the January meeting. e. Secretary's Report — Brian Hilton said that he will send out the by -laws this week. If there are any changes that need to be made to the by -laws, bring your corrections to the January meeting for discussion. Mr. Hilton said that the roster attached is for anyone to make any necessary corrections. 5. Old and Unfinished Business — None to report. 6. New Business — None to report. 7. Good and Welfare — None to report. 8. Adjourn — The meeting was adjourned at 1:09pm. 2010 MEETING DATES Memorial for all Veterans of the Brazos Valley, Inc. Celia Goode Haddock Executive Board Room 2275 Dartmouth Street College Station, Texas 2 "d Wednesday of the month January 13, 2010 February 10, 2010 March 10, 2010 April 14, 2010 May 12, 2010 June 9, 2010 July 14, 2010 August 11, 2010 September 8, 2010 October 13, 2010 November 3, 2010 Week prior to regular meeting November 11, 2010 Annual Veterans Day Ceremony 1800 hours December 8, 2010 Yearly meeting starts at 11:30 O E v 0 U E y E w c m > 16 x U C O C O C c _ O > > c0 O U N O Y C t c • a > o o ar W. c c O. ° o E x v v m E v v cd /� N Q j N yy E C > O a co N ,p N 2 U O ',,. - 0 ._ IC ai Z V O j U U O G i co O l =. y O G O I g �, Y C ,p E > U j ' N O C O @ w, N U C Q V E L p E > d v, m v N p>p E E u, > A 3 o 0 a V l0 C Y N 3 O C U 3 y yl. U E v s o m v v � L O U -8 c 5 c @ ..,:-.> _ o m w a o E m -e F E 01 . 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BAZ • VALLEY VETERANS MEMORIAL BY-LAWS APPROVED FEBRUARY 13, 2008 ARTICLE ONE Offices 1.01 The principal office of the Corporation in the State of Texas shall be in the City of College Station, County of Brazos. The Corporation may have such other offices, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time. 1.02 The Corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent as determined by the Board of Directors. Such agent and office are: Brian Hilton, 1207 Texas Ave., College Station, Texas 77840. ARTICLE TWO Purpose 2.01 The purpose for which the Corporation is organized are: 1) To received charitable contributions, and hold and invest the same until needed, specifically for the purposes of designing, constructing, maintaining, and perpetuated a Memorial to all Veterans, past and present, of the Brazos Valley, at the Veterans Park and Athletic Complex, College Station, Texas; 2) Said Memorial will be designed, constructed, maintained and perpetuated to educate the residents of the Brazos Valley and visitors thereto regarding the sacrifices that said Veterans have made of behalf of the citizens of the United States to guarantee and protect their freedoms and to enrich the cultural heritage of the Brazos Valley, Texas; 3) All funds raised by the corporation to accomplish such purposes shall be used exclusively for charitable, memorial and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time; 4) The corporation will not engage, other than as an insubstantial part of its activities, in activities , including the power to contact, rent, buy or sell personal or real property, that so not further the purposes stated above. This Corporation is organized pursuant to the Texas Non Profit Corporation Act, does not contemplate pecuniary gain or profit to the Members thereof, and is organized for non - profit purposes. ARTICLE THREE Members 3.01 MEMBERS: Membership shall be constituted of those individuals who have provided valued volunteer service to the Corporation. Those individuals, who prior to the formation of the Corporation have provided valued volunteer service to the organization, shall be Charter Members. Said Charter Members may nominate any individual for Membership in the Corporation. Said nominated individuals shall be presented at any scheduled meeting at which at least a quorum of Members is present and shall gain Membership by the affirmative vote of the majority of the Members present. Membership in Memorial for all Veterans of the Brazos Valley, Inc. is provided to supporters of the Memorial for All Veterans of the Brazos Valley, Inc. regardless of race, national origin, sex, religion, age or social or economic status. ARTICLE FOUR Board of Directors 4.01 GENERAL POWERS: The affairs of the Corporation shall be managed by its Board of Directors. Directors shall be residents of the State of Texas and shall be elected by the Members of the Memorial for All Veterans of the Brazos Valley, Inc. 4.02 NUMBER, TENURE AND QUALIFICATIONS: The Board of Directors shall be composed of no more than twenty -one (21) Directors to be elected by the Members of the Corporation. The President of the Corporation by virtue of the Office shall be Chairperson of the Board of Directors. The Board of Directors, elected by the Members shall have a minimum of twelve (12) Directors, in addition to the officers who are elected and are to serve as a Director. Such Directors shall be elected for terms as follow: four (4) Directors for a period of one (1) year, four (4) Directors for a period of two (2) years and four (4) Directors for a period of three (3) years so that the director elected shall have staggered terms. All subsequent Directors, elected by the Members, shall hold office for a period of 36 months or until a successor is elected as provided by these By -Laws or by Resolution. Each Director shall have one vote and such voting may not be done by proxy. In addition to the twenty -one (21) Directors that may be elected by the Members of the Corporation. Each person who has served their term as President and Past President shall continue as ex- officers and Directors of the Board. 4.03 LIABILITY: Except in instances in which a Director is engaged in gross misconduct, the Corporation shall bear the legal expenses incurred by individual Directors in their defense for acts of the Corporation or agents thereof. 4.04 ELECTION OF DIRECTORS: A. Nominations: A Nominations Committee shall have the responsibility to nominate Directors in accordance with guidelines for the selection of Directors as established by the Board of Directors, by these By -Laws or by Resolution. The Committee may publish a notice that it is accepting nominations for Directorship, at its discretion. Nominations shall be accepted for a minimum period of 30 days prior to presentation of the slate to the Board of Directors of the Memorial for All Veterans of the Brazos Valley, Inc. All officer positions nominated shall also be voting members of the Board. B. Notice of Vacancies: Notice of a vacancy on the Board of Directors shall be made known at any Quarterly or Specially Called meeting of the Board of Directors. In addition, a Notice may be posted in a visible and conspicuous location at the office of the Arts Council of the Brazos Valley located at 2275 Dartmouth Street College Station, Texas 77840 at least (30) days in advance of the election of replacement Director(s). The notice shall contain the time and date of the next election of Director(s). The 30 -dya period of notice may be reduced in emergency cases or in unusual circumstances as deemed proper by the Board of Directors. C. Regular Elections of Directors: Upon presentation of the slate of nominees to the Members of the Memorial for All Veterans of the Brazos valley, Inc.; said Members shall elect the new Director(s) at an Annual Meeting of Members. D. Interim Vacancies: A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. As soon as a vacancy occurs or is about to occur, the President of the Board shall delegate to the Nominations Committee the responsibility of presenting a slate of nominees to the Members at the next meeting of the Members where upon the Members shall elect the Director(s) from the slate of nominees. E Automatic resignations: A Director who is absent from regular meetings of the Board totaling three (3) in any 12 -month period shall be considered to have automatically vacated his office unless such absences are excused by the President whereupon the President of the Board shall direct the Nominations Committee to select nominees for the seat. F. Removal: A Director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any Director. A Director may be represented by counsel upon any Removal Hearing. The Board of Directors shall adopt such rules for this Hearing, as it may in its discretion consider necessary for the best interests of the Corporation. G. Governmental Appointments Brazos County, the City of Bryan, and the City of College Station are each entitled to appoint one (1) Board of Director for a three (3) year term. 4.05 COMPENSATION: Directors shall not receive any stated salaries for their services or for attendance at each regular or special meeting of the Board. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity for which compensation is received. 4.06 CONFLICTS OF INTEREST: To prevent a conflict of interest, a Director shall abstain from voting on business which directly concerns the Director or his spouse, regardless of the nature of the conflict ARTICLE FIVE Regular Meetings of the Board and of the Membership 5.01 BOARD MEETING: The Board shall conduct its annual meeting during the last month of its fiscal year, or as soon thereafter as determined by the Board. The Board shall meet thereafter on a monthly basis at such time, date and place as deemed convenient by the Board, provided such meetings are within the State of Texas. 5.02 MEMBERSHIP MEETING: The Membership of the Memorial for All Veterans of the Brazos Valley, Inc. shall meet at least once a year; said Membership Meeting to immediately precede the Annual Meeting of the Board of Directors. 5.03 NOTICE TO DIRECTORS AND TO MEMBERS: Notice of regular meetings of the Board shall be provided to Directors and to the Membership (in the case of its Annual Meeting, or Called Meeting) in writing, mailed at least seven (7) days in advance of the Meeting, or by announcement made via e-mail, facsimile or telephonically. The attendance of a Director, or of a Member (in case of Membership Annual Meeting, or Called Meeting) shall constitute a waiver of notice of such meeting, except where a Director or a Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. ARTICLE SIX Special Meetings of the Board and of Members 6.01 FREQUENCY: Special meetings of the Board of Directors may be called by or at the request of the President of the Board, or at the request of five (5) Directors. Special meetings of the Membership may be called by or at the request of the President of the Board. The person or persons authorized to call Special Meetings may fix the time, date and place of the Special Meeting. 6.02 NOTICE: Notice of any Special Meeting shall be given in the same manner as notice is given for regular Meetings (see Article 4). The business transacted or the purpose of any Special Meeting shall be specified in the written notice of the Special Meeting. ARTICLE SEVEN Voting 7.01 At all meetings, except for the election of Officers and Directors, all votes shall be by voice. At any regular or special meeting and if a majority so desires, any question may be voted upon in the manner and style provided for election of Officers and Directors and Directors. ARTICLE EIGHT Conduct of Meetings of Board and Members 8.01 QUORUM: A quorum of the Board or of the Membership shall suffice for the transaction of business at any meeting. A quorum for the purpose of a Directors Meeting is a majority if the Directors. A quorum for the purpose of a Membership Meeting is 10% of the Membership or no less than five (5) members, whichever is less. If less than a quorum attends a meeting, then a majority of those present at said meeting may vote to adjourn the meeting until further times as a quorum can be present. The act of a majority of a quorum at any meeting shall be the act of the Board of Directors or the Membership unless the act of a greater number is required by the By -Laws or by Resolution. 8.02 ORDER OF BUSINESS: 1. Roll call. 2. Reading of the Minutes of the preceding Meeting. 3. Reports of Committees. 4. Reports of Officers. 5. Old and unfinished business. 6. New business. 7. Good and welfare. 8. Adjournments. ARTICLE NINE Indemnification 9.01 The Corporation shall indemnify any Director, Officer, agent or employee, or former Director, Office, agent or employee of the Corporation against expenses actually and necessarily incurred by him and any amount paid in satisfaction of judgments or defense of any claim or lawsuit in connection with any action, suit or proceeding, whether civil or criminal in nature, in which he is made a party by reason of being or having been such a Director, Officer or employee (whether or not a Director, Officer, agent or employee at the time such costs or expenses are incurred by or imposed upon him) except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for gross negligence, willful misconduct or adjudged guilty if a criminal charge in the performance of duty . The Corporation may also reimburse to any agent or employee the reasonable costs of settlement of any such action, suit or proceeding, if it shall be found by a majority if the committee if the Directors not involved in the matter in controversy, whether or not a quorum, that it was to the interests of the Corporation that such settlement be made and that such Director, Officer, agent or employee was not guilty of gross negligence, willful misconduct or criminal conduct. Such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights to which such Director, Officer, agent or employee may be entitled by law or under any By -Law, agreement, or otherwise. ARTICLE TEN Salaries and Expenses 10.01 The Board of Directors shall hire and fix the compensation of any and all employees, which they in their discretion may determine to be necessary in the conduct of the business of the Corporation. 10.02 Any expenses incurred by an employee, Member or Director incurred on behalf of, or incurring to the benefit of the Corporation shall be reimbursed by the Corporation. Said expenses shall be reviewed by the Treasurer, and at least one other Officer of the Corporation, prior to reimbursement being made. ARTICLE ELEVEN Committees 11.01 The Board of Directors, by Resolution, may designate and appoint one or more committees and to the extent provided in said Resolution, shall have and exercise the authority provided to the Committee by the Board. At least one member of each Committee shall be a member of the Board of Directors. No Committee, or Member thereof, shall have authority in reference to amending, altering or repealing the By Laws; electing, appointing or removing any member of the Board, any member of the management or administrative staff of the Corporation; adopting or authorizing a plan of consolidation with another Corporation, entity or organization; authorizing the sale, lease, exchange, or mortgage of the property or assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings thereof; adopting a plan for the distribution of the assets of the Corporation without an act of the Board; or amending, altering, or repealing any Resolution of the Board. The designation and appointment of any Committee shall not operate to relieve the Board or any Director of any responsibility imposed on the Board or upon the Director by law, these By Laws or by Resolution of the Board. 11.02 TERM OF OFFICE: Each Committee Member shall continue as such until the next Annual Meeting of the Board or until his successor is appointed and elected, unless the Committee is terminated sooner, or unless such member is removed from such Committee or ceases to act as or to qualify as a member of the Committee. 11.03 CHAIRPERSON: One member of each Committee shall be appointed Chairperson by the President of the Board, with the concurrence of a majority of the Board of Directors. Said Chairperson need not be a member of the Board of Directors of the Corporation. The Chairperson shall be responsible for coordinating the activities of the Committee, or of the Committee Members, for scheduling meetings, for providing notice of meetings of the Committee to members, and for reports to the Board at its regular meetings. 11.04 OTHER COMMITTEE MEMBERS: The Chairperson of each Committee may appoint non - Directors as members of the Committee, and these members shall have the same voting powers as Directors who are members of the Committee in reference to matters within the scope of the objectives of the Committee. 11.05 TOTAL COMMITTEE MEMBERS: The total number of members of each Committee shall be uneven. 11.06 VACANCIES: Vacancies in Committee Membership shall be filled by the Committee Chairperson except in instances in which all Committee seats are vacated in which case the President of the Board shall select an Interim - Committee Chairperson until such time that the President of the Board, with the concurrence of a majority of the Board of Directors, selects a new Committee Chairperson. 11.07 QUORUM: Unless otherwise provided by Resolution of the Board of Directors, a majority of the whole Committee shall constitute a quorum and the act of a majority of the members in attendance at which time a quorum is present shall be the act of the Committee. ARTICLE TWELVE Officers 12.01 OFFICERS: The officers of the Corporation shall be the President, Past President, President Elect, Secretary, and Treasurer. The Board may elect or appoint such other officers, including but not limited to one or more Assistant Secretaries, or Assistant Treasurers, as it shall deem desirable, and it shall delegate such authority to perform the duties described by these By -Laws or by Resolution. 12.02 ELECTION AND TERM OF OFFICE: The Officers of the Corporation shall be elected annually by the Board of Directors at the regular Annual Meeting of the Board. If the election of Officers is not held at such meeting, such election shall be held as soon thereafter as may be convenient. New offices may be created and filled at any meeting of the Board of Directors. Each Officer shall hold office until his or her successor is duly elected and qualified. 12.03 REMOVAL: Any Officer elected or appointed by the Board of Directors may be removed by the Board whenever in take out; the best interest of the Corporation would be served thereby. 12.04 VACANCIES: A vacancy in any office because of death, resignation, disqualification, or for any other reason may be filled by the Board of Directors for the unexpired portion of the term of the Officer. 12.05 PRESIDENT: The President shall preside at all meetings of the Board of Directors, of the Executive Committee, and of the Membership. The President may sign, with the Secretary or any other proper Officer of the Corporation authorized to do so by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board authorizes to be executed, except in cases where the signing and execution thereof shall be expressly delegated to the Board by these By -Laws or by statute to some other Officers or agents of the Corporation. The President may sign, with the Treasurer or any other proper Officer of the Corporation, checks and drafts and any other document as authorized by the Board by these By -Laws or by Resolution. In general, the President shall perform all duties as may be prescribed by the Board of Directors from time to time. 12.06 PAST PRESIDENT: In the absence of the President or in the event of the President's inability or refusal to act, the Past President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Past President shall perform such other duties as from time to time may be assigned to the Past President by the President or by the Board of Directors. 12.07 PRESIDNET ELECT 12.08 TREASURER: The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, if any, from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or accounts or other depositories as shall be selected in accordance with these By- Laws; and in general, perform such other duties as from time to time may be assigned by the President or by the Board of Directors. 12.09 SECRETARY: The Secretary shall keep the Minutes of the Meetings of the Board and of the Membership; give all notices in accordance with these By -Laws or as required by law; be custodian of the corporate records and of the seal of the Corporation, and affix the seal to documents when necessary; keep a register of the post office address or other addresses of Directors and of the Membership; and in general, perform all duties incident to the Office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors. 12.10 COMPENSATION: No Officer shall for reason of the Office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an Officer from receiving any compensation from the Corporation for duties other than as an Officer. ARTICLE THIRTEEN Executive Committee 13.01 GENERAL POWERS: The Executive Committee shall be composed of the PRESIDENT, PAST PRESIDENT, PRESIDENT ELECT, SECRETARY and TREASURER and such other Officers of the Corporation as designated by the Board. The committee shall meet as the affairs of the Corporation dictate from time to time. ARTICLE FOURTEEN Contracts, Checks, Deposits and Funds 14.01 CONTRACTS: The Board of Directors may authorize any Officer or Officers, agent or agents of the Corporation, in addition to the Officers so authorized by these By -Laws, to enter into any contract or execute and deliver any instrument in the name or and on behalf of the Corporation. Such authority may be general or confined to specific instances. 14.02 CHECKS AND DRAFTS: All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed in such manner as shall from time to time be determined by approval of the Board of Directors, or by these By -Laws. In the absence of such determination, such instrument shall be signed by the Treasurer or an Assistant Treasurer, and countersigned by the President or any other member of the Executive Committee. 14.03 DEPOSIT: All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select. 14.04 GIFTS: The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation. ARTICLE FIFTEEN Books and Records 15.01 The Corporation shall keep correct and complete books and records of account and shall also keep Minutes of the proceedings of its meetings having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the Members entitled to vote. All books and records of the Corporation may be inspected by any Member, or his agent, or attorney, for any proper purpose at any reasonable time. 15.02 AUDITS: The books of the Corporation shall be audited by a certified public accountant each year. ARTICLE SIXTEEN Fiscal Year 16.01 The accounting and taxable year of the Corporation shall end on September 30th of each year. ARTICLE SEVENTEEN Seal 17.01 The Board of Directors shall provide a Corporate Seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation. 17.02 The seal shall be safeguarded in such a manner as determined by the Board of Directors. ARTICLE EIGHTTEEN Amendments to By -Laws 18.01 These by -laws may be altered, amended or repealed and new By -Laws may be adopted by a majority of the Directors present of the quorum at any Regular Meeting or at any Special Meeting, if at least ten (10) days written notice is given of any intention to alter, amend, or repeal these By -Laws or to adopt new By- Laws at such Meeting. ARTICLE NINETEEN Dissolution 19.01 Upon the dissolution of this Corporation, its assets shall be distributed equally between American Legion Post 159, Bryan, Texas, the Disabled American Veterans, Chapter 200, Bryan/College Station, Texas and the Veterans of Foreign Wars Post 4692, Bryan, Texas, and to any other National Veterans Organization which may be formed and in existence in Bryan/College Station at the time of said dissolution, for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1987, as amended, or corresponding section of any future Federal tax code. Any such assets not disposed of shall be disposed by the District Court of Brazos County, exclusively for such purpose or purposes, to any organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes of the Corporation. ACTION OF THE BOARD A majority of a quorum of Directors being present at the regular meeting called on the 13th day of February, 2008, on which date these By -Laws were approved, to be effective as of February 13, 2008. The following Officers of the Board affixed their signature below on the dates entered to signify such action. PRESIDENT: SECRETARY: Steve Beachy Brian Hilton PROPOSED 2010 BRAZOS VALLEY VETERANS MEMORIAL BOARD OFFICERS & COMMITTEES The following nominations are submitted for consideration for the 2010 Officers and Committee assignments: PRESIDENT Mike Newman VICE - PRESIDENT Randy House VICE PRESIDENT/DEVELOPMENT Fain McDougal SECRETARY Brian Hilton TREASURER Mike Beal CHIEF INFORMATION OFFICER Anne Boykin HISTORY CHAIR Chip Dawson EVENT CHAIR Bill Youngkin DESIGN CHAIR Steve Beachy AUDIT CHAIR George McCoy BRAZOS COUNTY REP Irma Cauley CITY OF BRYAN REP Mike Southerland CITY OF COLLEGE STATION REP Tony Cisneros CHAPLIN Bill Adams FLAG COORDINATOR John Velasquez DEVELOPMENT COMMITTEE Russell Bradley Jerry Fox Ron Silvia EVENT COMMITTEE Mike Guidry Anne Boykin Tony Cisneros David Sahm DESIGN COMMITTEE Jim Singleton Tony Cisneros Fain McDougal BRAZOS VALLEY VETERANS MEMORIAL 2008 SPEAKERS BUREAU SUMMARY DATE ORGANIZATION SPEAKER ATTENDEES 3 Mar Men's Garden Club Steve Beachy 25 5 May CS Noon Lions Club Mike Newman 100 9 June CS Noon Lions Club Bill Youngkin 250 2 July DMAIA &M Methodist Steve Beachy 40 3July American Legion Post 159 Steve Beachy 140 23 Sept BPOE Steve Beachy TBD I O C T ; E,x h LOCLI KI CI 1-115T. 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