FICRA TRUST BOARD AGENDA 4-11-2019

FICRA BUILDING TRUST
BOARD MEETING AGENDA
THURSDAY, 4/11/2019, 7:00PM
Nichols Community Center, Fox Island, Washington

2018-2019 FICRA Board
Jim Braden President
Ray Kittelberger Vice President
Gina Olson Secretary
Hal Goodell Treasurer
Tony Moore Director
   
   
  1. Nominating Committee calls election meeting to order w/ Pledge of Allegiance
  2. Election of Trust Board and Audit Committee conducted.
  3. Election meeting adjourned.
  4. New Board may call to order and approval of absences.
  5. Approval of March 14, 2019 FICRA Board Meeting Minutes.
  6. President’s Report
  7. Consent Calendar
  8. Treasurer’s Report
  9. Standing Committee Reports
    1. Nature Center Committee
    1. Finance Committee (policy & procedures by Jim & Ray)
    1. Emergency Preparedness, FIARC, & Citizens’ Patrol Committee
    1. Building Committee (Eagle Scout projects, property signs, windows & paint)
    1. Audit Committee
    1. Nominating Committee
  10. Special Committees
  11. Unfinished Business
    1. Vote on the Bylaws amendment proposed at the March 14, 2019 Board meeting.
  12. New Business
  13. Meeting Adjournment (Next meeting scheduled for Thursday, May 9, 2019)

CONSENT CALENDAR

These are items that will be approved as a package unless a Board member or person from the audience requests an item be removed and discussed in detail individually.  The President will ask for any such requests ahead of the approval. 

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PROPOSED AMENDMENT TO FICRA BUILDING TRUST BYLAWS

FICRA BUILDING TRUST BYLAWS

Amendment Draft 3-8-2019

Article I

NAME

The name of this organization shall be the FICRA BUILDING TRUST, hereinafter referred to as the Trust.

Article II

PURPOSE

The purpose of the Trust is to preserve and maintain the historic schoolhouse, now known as the Nichols Community Center, and all other Trust properties on Fox Island, support educational activities and programs, award educational scholarships, and support the activities of local non-profit organizations.

The Trust is designated by the Internal Revenue Service as a 501.c.3 tax exempt organization.  The Trust acknowledges that individual donations, as of this writing, may be deductible on the donor’s individual income taxes.  The Trust shall not engage in any activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code or (b) by a corporation contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code.

Article III

ADDRESSES

Mailing: P.O. Box 25, Fox Island, WA 98333

Nichols Community Center: 690 9th Avenue, Fox Island, WA 98333

Fox Island Nature Center: Parcel 0120012021 located at 716 9th Avenue, Fox Island, WA 98333

Article IV

MEMBERSHIP

Voting members shall consist of those persons who have contributed to the Trust, also referred to herein as Trust members.

Article V

BOARD OF DIRECTORS

The management of all the affairs, property, and interests of the corporation shall be vested in a Board of Directors comprised of five (5) positions.  The Board of Directors will have four officer positions: President, Vice-President, Secretary, and Treasurer and one Director position.  A person must have contributed to the Trust to be eligible to be a member of the Board of Directors.

The Board of Directors shall appoint a President, Vice-President, Secretary and Treasurer.  Board members not holding officer positions will be addressed as directors.  Any two officer positions may be held by the same person.  Quorum at all Board meetings shall consist of a majority of the occupied Board positions.  Votes by the Board will be by simple majority to pass unless otherwise stipulated herein.

Duties of Directors and Officers

All Board members shall attend Board meetings, member meetings, and any other meetings requiring their presence.

All Board members enjoy equal voting rights.

Board members shall provide assistance to the officers in the form of guidance and input.

The President shall preside at all meetings of the Trust and the Board of Directors and perform all other duties as are usually part of the office of the President.

The Vice President shall perform the President’s duties in the President’s absence.

The Secretary shall take, and keep a record of, the minutes of all Trust meetings and conduct correspondence on behalf of the Trust.  The Secretary shall be the custodian of the files containing past minutes and all other communications.  The Secretary shall make a copy of the minutes available at the appropriate meetings.  If the Secretary is unable to attend a meeting at which the Secretary has required responsibilities, the incumbent shall provide an alternate, who shall be a member of the Trust, to fulfill the incumbent’s duties.

The Treasurer shall receive and account for all funds and make financial reports at appropriate meetings.  If the Treasurer is unable to attend a meeting at which the Treasurer has required responsibilities, the incumbent shall provide an alternate, who shall be a member of the Trust, to fulfill the incumbent’s duties.  The Treasurer shall be the custodian of the files containing past Treasurer’s reports, membership records, and all other information/communication concerning the Treasurer’s duties.  The Treasurer shall be the chair of the Finance Committee.

Any Board member who misses three consecutive meetings requiring their presence without being excused by a majority approval of the Board members attending each of those meetings shall be subsequently removed from office by a simple majority vote of the other Board members occupying Board positions. 

Article VI

COMMITTEES

All committees are recommending bodies to the Board of Directors.

  1. Standing Committees

Standing committees shall be appointed by the Board of Directors by unanimous vote unless otherwise directed herein.  Standing committee members shall be Trust members.

The chairperson of a standing committee shall be appointed by the Committee members unless otherwise directed herein. 

The standing committees shall be:

  1. Finance Committee (see Article VIII) 
  2. Building & Grounds (recommends/manages major maintenance/capital projects)
  3. Nature Center (manages the Nature Center facility)
  4. Citizens’ Patrol (manages the Citizens’ Patrol process)
  5. Audit (conducts annual audits & reports findings to Finance & Board)
  6. Nominating (see Article VII)
  7. Emergency Preparedness  (develops the Trust’s role in emergency preparation for Fox Island)
  8. Fox Island Amateur Radio Club (FIARC has a Document of Organization)

The Audit Committee shall conduct in-house audits of the Trust’s financial condition at the discretion of the Board of Directors.  The audit committee shall have at least three persons that are Trust members, and only one of those persons may be a member of the Board of Directors.  The Audit Committee shall select its chairperson.

(Now included in Standing) The Nominating Committee shall have at least three members, only one of which shall be a Board member.

  1. Special Committees

Special Committees shall be created by the Board of Directors by unanimous vote.  Such a committee shall be given a specific purpose and shall be disbanded when that purpose has been met. Special Committee member appointees shall be Trust members and serve for the one-time assignment given that committee.

Article VII

ELECTIONS

Election of the Board of Directors shall be held at the Annual Meeting (the second Thursday in April or a date as determined and properly noticed by the Board of Directors).  A simple majority of the Trust members present shall be required for election.  Directors shall be elected to a one-year term.

The Nominating Committee shall have the slate of nominees presented to the Board at the regular meeting preceding the election meeting.  Only Trust members shall be considered for election to the Board.

The Nominating Committee will conduct the election process in its entirety.  Nominations for Board of Director positions shall also be accepted from the floor by Trust members at the election meeting.  Only Trust members shall be considered for election to the Board.

In the event of a vacancy on the Board of Directors for any reason, the remaining board members shall select, by majority vote, a replacement from the Trust membership to serve until the next election.  The Board may also choose to leave the position vacant until the next annual meeting and election, or until a special meeting is convened by the Board for that purpose.

Article VIII

FINANCE & BUDGET

The Trust’s fiscal year shall be January 1 through December 31.

The chair of the Finance Committee shall be the Treasurer.  The Finance Committee shall submit a budget to the Board of Directors no later than the January Board meeting.  The Board of Directors shall be responsible for approving a budget and reporting same at the February Board meeting.

The Finance Committee shall recommend any changes in rental rates for the Trust’s facilities to the Board of Directors.  The Board of Directors shall establish, by majority vote, any changes in the rental rates.

The Board of Directors shall appoint a rental coordinator who shall have the responsibility for all communication and follow-up with prospective renters, and renters, of the Trust’s facilities.  The Board of Directors shall, by simple majority vote, determine if, and how much, the rental coordinator will be compensated for the rental coordinator duties.

Article IX

MEETINGS

The Annual Meeting shall be held at the Nichols Community Center (unless appropriately noticed otherwise) and shall be open to the public.

Regular Board meetings shall be held at the Nichols Community Center on the second Thursday of each month (unless proper notice indicates otherwise) and shall be open to the public.  The quorum for director voting is greater than 50% of the occupied Board positions.

Regular Board meetings may be moved from the second Thursday of the month by the Board of Directors with at least one week prior notification to the membership.  Notification shall be considered proper if posted on the FICRA web site, and posted on the Fox Island bridge sign maintained by FICRA

Special meetings of the Board may be called by any member of the Board.  If a vote by the Board is to be taken at a Special Board Meeting the meeting must have at least one week prior member notification and meet quorum requirements (greater than 50% of the occupied Board positions).  Minutes of such meetings will be made available to the members except in the case of Executive Sessions which are to be used only for personnel matters.

Special Membership Meetings may be held when matters arise that concern the community at large.  Such meetings shall be called by the Board of Directors and shall have notification as required by RCW 24.03.080, or as amended.  Minutes of such meetings shall be made available to the members.

Meetings will comply with the Revised Code of Washington unless specifically addressed herein.

Meetings will be guided by Roberts Rules of Order where there is no guidance contained herein.  The Board shall have discretion in managing the time of presentations, requirements for placing an item on the agenda, and any other functions that impact the length of a meeting.  The board will be diligent in allowing input from Trust members.

Article X

DISPOSAL OF ASSETS

In the event of termination or dissolution of this Association, the assets shall be turned over to another Fox Island non-profit organization.

Article XI

AMENDMENTS

Proposed amendments to the Bylaws shall be recommended by the Board of Directors (presented to attending members) at a preview meeting 15 or more days prior to the meeting convened for voting on the amendments.  A simple majority of the Trust members attending the voting meeting shall be required for the passage of the amendment(s) presented at that meeting.  All changes to the proposed amendment(s) presented at the preview meeting will be posted on the various mediums controlled by the Trust and the Fox Island Community and Recreation Association (FICRA) such that the members voting at the voting meeting (properly noticed for said amendment vote) will have had access to said changes before the time the vote is conducted on the amendment(s).

Article XII

COMMUNICATION

All sources of communication generated by the Trust will be managed by the Board of Directors. 

Any work performed by any Board Member shall, if applicable, be deemed a work made for hire as defined under the copyright act, however modified or amended.  All communication and communication systems generated and operated by the Trust will be owned by the Trust, including but not limited to email addresses, email content, domain names, promotional/advertising/marketing content and materials, website content and operational code, print media published by the Trust, and signs (“Materials”). Any Board Member hereby irrevocably assigns to the Trust all right, title and interest that Board Member may have in and to any intellectual property and/or Materials (conceived either individually or jointly), including any and all rights which arise out of Board Member’s work performed while under Board term, and Board Member will take all steps reasonably required by the Board to protect the Trust’s copyright, trademark and other intellectual property rights in and to any Materials.  The Trust shall have and enjoy any and all ownership and proprietary rights in and to such Materials under all federal, state, local, and foreign intellectual property laws, including, without limitation, the Copyright Act of 1976, as amended) and all other applicable laws.

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FICRA TRUST BOARD MINUTES 3-14-2019

FICRA BUILDING TRUST 

BOARD OF DIRECTORS MEETING MINUTES 

Mar 14, 2019

Board Attendees: Tony Moore, Jim Braden, Ray Kittelberger, Gina Olson, and Hal Goodell in attendance. 

Meeting opened by Jim Braden at 7:55 PM immediately after the FICRA Board Elections Meeting conclusion.

Minutes:  The Minutes from Jan 2019 and Feb 2019 meeting minutes (yet to be posted) proposed for approval.  Motion to approve, seconded, and unanimously accepted as addended (installing a dollar figure for the CP auto signs).

President’s report: None

Consent Calendar Items:

Amendment suggestions to the Ficra Building Trust ByLaws have been sent to all board members in order to include the Ham Radio Club into the Ficra Trust Organization.  The other changes are mostly syntax. Any proposed addendum, requires a 15 day notice, and therefore tonight is the reading, and it will be published, then voted on at the next meeting.

Kristin Moriarty is moving, and will no longer be our rental coordinator.  Christine Griffin will be taking over, and seems to be very comfortable with all responsibilities already.

Board approved  the Consent Calendar: (First reading of Bylaws amendment, the terms of the Christine Griffin contract, and a $100 appreciation award for Kristen Moriarty).

Treasurers Report: Hal Goodell

Trust Checking account:—————————————-

Feb 1 Balance: $108,593.19 Feb 28 End Balance: $123,601.60

Trust Capital Checking:——————————————

Feb 1 Balance: $6,344.03 Feb 28 End Balance: $5,265.03

Trust Reserve Checking: —————————————-

Feb 1 Balance: $33,480.17 Feb 28 End Balance: $33,480.17

Trust Money Market:———————————————-

Feb 1 Balance: $1,644.14 Feb 28 End Balance: $1,645.20

Trust Savings: ——————————————————

Feb 1 Balance: $112.09 Feb 28 End Balance $137.10

Trust PayPal: ——————————————————–

Feb 1 Balance: $8,027.63 Feb 28 End Balance $2,179.91

Hal says that money has been transferred from Reserve Checking to Trust Money Market. He has moved money from Paypal into the Trust. A couple rental payments have cleared so this will also be moved soon. He would like to open up 2 additional Money market accounts to maximize the potential interest earned. Jim adds that the large balance on the Checking has been allocated from the PWP to specific improvements, like the parking lot, the windows and the irrigation system. The IRS has sent a letter saying that they need 60 more days to make a decision.  Hal says that he will continue to work with the CPA who was responsible for the missed filing.

Discussion was made regarding the projects yet to be completed, like the irrigation, and window replacements.  Please See the Capital Expenditures Doc, and the FICRA Building Trust Reserve Study Doc that are part of the Treasurer Report.

Ray recommends more information on YTD budget for Citizen Patrol. Hal reports it is complicated, but it should be noted. 

Standing Committee Reports:

Nature Center: Ed Burrough, excused. Nature Center Minutes posted on-line. They are doing well! NC minutes will be posted.

Finance Committee: Jim reports no new report.  Budget has been completed and approved. Further accounting evaluation to be done in the next year. Ray suggests we should have written policy and procedures in a manual. It is helpful when members leave and new ones start. Jim and Ray will start writing a Policy /procedures manual.

Citizen Patrol: No report, however PC Deputy continues to watch the boat ramp. There are no longer monthly crime reports from the Sheriffs Department, but Ray will ask for annual crime report for FI.

Emergency Planning: Ray reports the FI team participated in the PEP-C Fair. AP Templet has taken over Block Capt Coordinator. A Block Capt binder has been assembled, and this will be distributed to each BC for use as preparation and response for neighborhoods. Jim emphasizes that in order to remain non-liable, we have disclaimers in binder reminding folks that the Trust’s Emergency Preparedness and Emergency Response program is: 1. Not a government agency, 2. Does not direct any persons to act in an emergency, 3. Is a volunteer effort that makes assistance and facilities available for those that need help in an emergency.

Building Committee:

Audit Committee: No report. Will be auditing 2017 and 2018.

Nominating Committee: Jim reports Trust election is April 11th.  Candidates for the Trust Board are: Howard Stapleton, Naomi Grant, Hal Goodell, Gina Olson, and Jim Braden.

Fox Island Amateur Radio Club. Hal reports new classes are on March 23rd and 24th. Test is $15, and manual is $20 to study ahead of time, and the manual is available for purchase on Amazon.  There is an activity in April, 2 day seminar, on EP and communications. They had a great meeting last week and there were some good ideas proposed.  FIMWA may be able to accommodate a wire antennae on a water tower, the highest structure on the island.

The snow storm was used as an opportunity to practice their communications. 

Unfinished Business:

Kristin Moriarty was thanked for her service and will be presented with thank you gift for all the tremendous work she has done as our rental coordinator.  She is resigning to take a position in MA and will be moving soon.

Ray Kittelberger reports that the FICRA senior program has the opportunity to get a Van from Pierce County for transportation.  He and Dave will be collecting more information, but he would like the board to consider if the Trust would be willing to take ownership and provide fuel and maintenance for it.  He feels it might also be helpful for Emergency preparedness.  More info to be presented, and this to be considered in future.

New Business:

1. The FICRA Fair T Shirt Committee has met and is in planning stages for the Fair 2019.  Deb Conlin, Vanessa Lindsay, and Gina Olson are in planning, with this year’s artist to be Elle Karrel, as commissioned by Deb Conlin.  Design will be presented when available for preview.

Next meeting is on April 11, 2019

Meeting Adjourned at 9:00 PM.  

Respectfully Submitted by Gina Olson

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FICRA TRUST BOARD AGENDA 3-14-2019

FICRA BUILDING TRUST
BOARD MEETING AGENDA
THURSDAY, 3/14/2019, 7:00PM
Nichols Community Center, Fox Island, Washington

2018-2019 FICRA Board
Jim Braden President
Ray Kittelberger Vice President
Gina Olson Secretary
Hal Goodell Treasurer
Tony Moore Director
   
   
  1. Call to order, pledge of allegiance, and approval of absences
  2. Approval of January 10, February 14, & February 26, 2019 FICRA Board Meeting Minutes
  3. President’s Report
  4. Consent Calendar
  5. Treasurer’s Report
  6. Standing Committee Reports
    1. Nature Center Committee
    1. Finance Committee
    1. Emergency Preparedness Committee
    1. Citizens’ Patrol Committee
    1. Building Committee
    1. Audit Committee
    1. Nominating Committee
  7. Special Committees
    1. Fox Island Amateur Radio Club (make a standing committee)
  8. Unfinished Business
    1. Status of Eagle Scout projects
    1. New property signs
  9. New Business
    1. Project forecast and approval of window/NCC paint project scope
  10. Meeting Adjournment (Next meeting scheduled for Thursday, April 11, 2019)

CONSENT CALENDAR

These are items that will be approved as a package unless a Board member or person from the audience requests an item be removed and discussed in detail individually.  The President will ask for any such requests ahead of the approval. 

  1. Preview reading of Bylaws amendment.
  2. Confirm contract & meet new rental coordinator.
  3. Thank-you award for Kristen Moriarty.
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FICRA TRUST BOARD MINUTES 2-14-2019

FICRA BUILDING TRUST 

BOARD OF DIRECTORS MEETING MINUTES of February 14, 2019

Board Attendees: Jim Braden, Ray Kittelberger, Gina Olson, and Hal Goodell. Tony Moore excused.

Meeting opened by Jim Braden at 8:31 PM immediately after the FICRA Meeting conclusion.

Minutes:  The Minutes from January 10, 2019 meeting minutes were presented for approval. It was decided to amend the section in regards to the motion to approve the vests for EP and CP, and the new signs for the CP vehicles.  The amended January minutes will be up for approval at the March Board meeting.  The expenditures for the vests and signs will be up for approval at the March meeting.

President’s report:

Jim would like to publish the summary of the past year’s accomplishments on the website and newsletter.  All agreed.  Jim will send the draft out for review by Board members of FICRA and the Trust.

The welcome packets have been re-written and published.  Jim has placed them at the post office for distribution to new residents.  He would like the board to review them and recommend any improvements.

Consent Calendar Items: None

Treasurers Report: Hal Goodell

Trust Checking account: Jan 1 Balance: $78,997.88 Jan 31 Balance: $108,593.19

Trust Capital Checking: Jan 1 Balance: $6,344.03 Jan 31 Balance: $6,344.03

Trust Reserve Checking: Jan1 Balance: $33,980.17 Jan 31 Balance: $33,480.17

Trust Money Market: Jan 1 Balance: $1,644.14 Jan 31 Balance: $1,644.70

Trust Savings: Jan 1 Balance: $112.09 Jan 31 Balance $112.09

Trust PayPal: Jan 1 Balance: $3,530.57 Jan 31 Balance $8,027.63

PayPal up due to admission fees for PWP and rental income. $650 dollars had been paid for a rental to us in previous months (returned to the renter in error by Hal) and the renter returned the payment as asked. Balance sheet had a negative amount, and Gisela reviewed with Hal and determined that it was money donated into the Capital funds, and mistakenly not first listed as income. This was corrected by a general journal entry.

Addressing the budget draft:  Party with a Purpose raised the highest amount of donations on record.  The rough numbers are gross of $36,000 and net of $30,000 and are reflected in the budget document.

Motion made to approve the budget as presented which was seconded and unanimously approved.  Budget document dated 2-14-2019 will also be saved in the Gmail repository.

Ray will be meeting with an accounting consultant and Finance Committee to set up a different scale of depreciation of assets.

Standing Committee Reports:

Nature Center: Ed Burrough, excused.  Nature Center Minutes posted on-line. They are doing well!

Finance Committee: Jim, Ray, Hal have more numbers to crunch prior to putting out the reports on Capital and Reserve.

Citizen Patrol: Ray Kittelberger reports no CP meeting today. Denise reports no deputy report for the month. Ray spoke with deputy at the boat launch and he saw no reports of crime.  Someone had advertised a generator for sale, which was then subsequently stolen.  There are 2 new members of Citizens’ Patrol after passing background check. There have been fireworks set off at the boat launch more than once now however, local residents are more concerned about traffic safety with the congestion at the site.

Emergency Planning: Ray reports he and Jim met with DEM and PC Peggy Lovelford.  Our EP Team will be honored by PC at a brunch to be held on March 16th. This is for our volunteer efforts on behalf of FI and some of the Team also assists PEP-C. Jim and Ray have been working on a manual to assist our Block Captains (BCs) in organizing their neighborhoods. The manual has 3 sections: BC response, Neighborhood prep, and Instructive forms.  Finally, PEP-C has requested our EP Team to participate in their Fair on March 2nd at GHHS to explain “how to approach organizing an Emerg Plan”.  We will present our Power Point presentation.  We will have a booth next to PEP-C. . The water company (FIMWA) has agreed to store a trailer that we plan to acquire (which will hold emergency supplies).  They plan to build a shed to cover a backhoe and equipment and will be considering covering our trailer too.

Building Committee: PWP was very successful. There are funds now available to replace the failing windows in the NCC. Jim has been working with the Cheney Foundation, again, for their support.  Jim proposes we commit $40-50,000 from the board, so that the Cheney Foundation can consider matching our funding. They need, next, a letter of intent in order to move forward. He sees that adding the cost of the painting may be essential at the time windows are replaced.  He asks the board for approval to proceed pending final approval once detailed estimates and commitments are secured.  Unanimously agreed.

Audit Committee: This committee to meet soon to review 2017.

Nominating Committee: Jim reports more planning still needed.

Fox Island Amateur Radio Club (FIARC). Ray, Hal and Jim are figuring out where this should fit into the Ficra Trust, which is its parent organization.  Hal would like to see it placed in 2 separate areas of organization chart, as both a committee, and/or a subcommittee in EP Planning. Hal says there is another new Ham certification class scheduled for March 23-24th. 

Unfinished Business:

Eagle Scout projects continue, but currently held up by the weather.

Thank you Letters have been sent to donors to the PWP – a few left to go.

New Business:

1. Asphalt applied to the parking lot to improve the parking surface. Jim would like permission to allocate $1000 plus another application of gravel in muddy areas – total of $1500 to complete improvement to south parking lot. The motion made by Hal, seconded and unanimously approved.

Meeting Adjourned at 9:30 PM.  Next meeting is on Mar 14, 2018

Respectfully Submitted by Gina Olson

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