Board Members Present, via Skype: Mary, Tim, Fred, Kiley, Madona
Others Present: Charley
NOTE: This was Madona’s first Board meeting as the Board member for her family group, taking Henry’s spot on the Board. Congratulations, and welcome, Madona!
I. A quorum of Board members Reviewed and Accepted the Agenda
II. Old business
a. The Board accepted the notes from meeting of September 11, 2011
III. New Business
a. Review of motions. Fred had sent out a series of motions dealing with 12 topics. The Board considered each of these and passed all of the motions, some with amendments.
1. Reduce number of votes for general decision making. Discussion: Since it is often difficult to assemble enough Board members to reach a five-vote majority for decisions, it would be a matter of convenience to reduce the number of Board members to a simple majority, or four of seven, for general decision making. If we get regular participation by Lynne, we may decide to change the number back to five. This would allow a quorum of Board members to also be four instead of five.
Motion #1: Participation by four Board members shall be a Board quorum for general decision making. Binding decisions made by the Board shall require a simple majority of four affirmative votes regarding matters pertaining to the Clark Family Trust and associated properties and proceedings. A decision to spend funds from the Trust’s Savings Account is an exception to this rule; those decisions require at least five affirmative votes. Votes may be at in-person meetings, telephonic meetings, email, or other correspondence, with the Board Secretary serving as the recorder.
VOTE: Unanimous, in favor.
2. Criteria for spending for the Trust’s Savings Account. Discussion: The funds in the savings account are the only remaining funds from the original sum left to the Board. Board members generally consider these funds a safeguard against unforeseen or major unfortunate events, a safety net in case other sources of funds are insufficient to keep the Ranch in the ownership of the Trust. Therefore, an affirmative vote of five Board members is suggested as a means to ensure any use of these funds is under close scrutiny of the Board.
Motion #2: Funds from the Trust savings account will be spent only at the direction of the Board by vote of at least five affirmative votes. Other expenditures must be made through the general operational account or other sources.
VOTE: Unanimous, in favor.
3. Accounting. Discussion: The Board has been working on completing the 2008 through 2010 accounting for at least two years. We had hoped to have that accounting completed and distributed to the family prior to the reunion in 2011. However, accounting from the use of the credit card and from several projects has still not been provided to the Board Treasurer by Gerry and Tim, so it has not been possible to complete the final accounting. Family members have indicated they would like to see the accounting as it currently stands and would like to see the accounting completed with the missing information. It would be a service to the family to distribute what we have so far completed in the accounting spreadsheet, with a note that we are still waiting on the accounting from Gerry and Tim to finalize. We could also include some basic descriptive summaries.
Motion #3a: The Board will provide the current spreadsheets accounting for the income and expenditures relating to Trust funds to all adult family members.
VOTE: Unanimous, in favor.
Motion #3b: The Board requests Gerry and Tim to quickly complete their accounting for the expenses on the Capitol One credit card and deliver the accounting to Kiley. Once completed, any funds owed to Gerry or Tim will be reimbursed to them, and any funds owed to the Trust by Gerry or Tim will be reimbursed to the Trust, as soon as possible. Once the accounting is completed, the accounting spreadsheets will be updated and reported to all adult family members.
VOTE: Unanimous, in favor.
Motion #3c: The Board requests that Gerry complete by February 15, 2012 or sooner, the accounting for all projects he undertook on behalf of the Trust from 2008 through 2010, and to deliver that accounting to Kiley, in order that the income and expenditures be made explicit for the family as a whole. Once the accounting is completed, any outstanding funds owed to Gerry will be paid to him by the Trust, and any outstanding funds owed to the Trust will be paid to the Trust by Gerry as soon as possible. The accounting spreadsheets will be updated and reported to the Board and family members.
VOTE: Unanimous, in favor.
4. Billing for dues and provision of receipts. Discussion: On a recent call, everyone was supportive of the idea of sending out, via snail mail, individual bills to adult family members for dues. Those mailings should include the amount due, the due date, and a stamped envelope pre-addressed with Kiley’s address. Everyone who pays their dues and fees should also receive receipts for their own records.
Motion #4a: The Board, through the Treasurer, shall distribute via US Postal Service mail, notices of dues to all adult family members, including Board members. The notices shall display the amount due, due date, and note of the opportunity to contribute additional funds (donations) for Ranch operation. The Treasurer shall also distribute notices of water fees as applicable. The notices shall include a stamped envelope pre-addressed with Kiley’s address. The mailing shall also include a history of that member’s past payments from 2008 to the present, as determined by the Trust’s records. The cost of the mailings will be borne by the Trust.
Amendment: to add “in March and June of each year” to clarify the timing and to provide for sending a second reminder. Amendment VOTE: Unanimous, in favor.
VOTE on the Amended Motion: Unanimous, in favor.
Motion #4b: The Treasurer shall provide receipts to all family members who have paid dues and/or fees each year, for donations, and other funds received as applicable. The cost of the mailings will be borne by the Trust.
VOTE: Unanimous, in favor.
5. Assigning Residential Area Lots. Discussion: Brandon did a rough pre-survey of the residential area the summer before last. The Board has not yet assigned lots within that area. Discussion in a previous non-quorum meeting suggested that the Board is ready to make those assignments. Tim’s house and the associated land should be subject to the same rules of use and occupancy as the lots in the residential area.
Motion #5a: Family groups are hereby assigned lots in the Residential Area in accordance to the following list and diagram. It is understood that the boundaries depicted on the diagram are approximated and need to be more precisely determined through on-the-ground surveys. It is also understood that this assignment provides to each Family Group, including Tim in regards to his house and associated land, certain privileges of access and use, but does not confer legal title from the Trust to the Family Group in the areas assigned. The privileges, expectations, and requirements associated with these assignments and areas shall be discussed by the Board in 2012.
Assigned Lot Numbers and Family Group:
1. Fred 2. Gerry 3. Henry 4. Joe 5. Charley Jr. 6. Mary 7. Tim
(Map would not show up on the Blog - please see the email version for that)
VOTE: Unanimous, in favor.
6. Dues and fees for operations. Discussion: Seven Board members times $500 per year equals $3500. At least eighteen non-Board adult family members times $100 per year equals $1800, which provides the annual operating funds for the Trust: $5300. The operating funds are augmented by the $300 per year water fees that Fred and Tim pay for their houses, so there should be $5900 available to support basic ranch functions each year. This sum has never been reached because many people continue to not pay their dues. Paying dues is a basic responsibility of the Board and other adult family members and should be done on an uninterrupted basis. Some may feel that their work on the ranch can serve in lieu of dues, but work in lieu of dues does not allow for explicit and rational accounting for the Trust resources. That is not to say that people should not in some cases be compensated by the Board for their efforts. Reimbursements for labor should be authorized (or denied) – ideally in advance - by vote of the Board and be paid directly from the Trust’s operational account. The Board will need to have criteria for deciding which requests will be approved and which denied.
Motion #6a: A Board member’s labor may not be used as a substitute for that member’s annual dues; nor shall a Family member’s labor be used as a substitute for that member’s annual dues.
VOTE: Unanimous, in favor.
Motion #6b: A Board member or a Family member may request payment from the Board for labor and materials for Trust-related activities with prior approval by the Board. It is understood that such requests should be rare. No expenses may by incurred or reimbursed in this fashion without sufficient funds available in the general operating account, and clear invoices and receipts will be required prior to reimbursement.
VOTE: Unanimous, in favor.
Motion #6c: Family members are required to pay dues for the entire year of the year in which they turn 21. If say, A turns 21 on January 15 and B turns 21 on December 3 of the same calendar year, both A and B will be responsible for the $100 dues for that year.
VOTE: Unanimous, in favor.
7. Expenses for people visiting the ranch: Discussion. Attendees on a recent call suggested that all visitors to the Ranch be required to pay $10 per day for the first individual, plus $2 per day for each additional person, including children, to help pay for the electric bill and maintenance. Those working on projects pre-approved by the Board would not have to pay these fees. In discussion during the Board meeting, everyone wanted to make it clear that the requirement would not apply to personal houses or people staying in the residential area or elsewhere on the ranch and not using electricity or water from the Trust sources. It would apply if, say, someone brought a motor home to the ranch and plugged into the electrical supply at the new cabin or the shops.
Motion #7: Anyone visiting the ranch for a full day or staying overnight is required to pay to the Trust $10 per day for the first individual and $2 per day for each additional individual. Individuals working on projects that are pre-approved by the Board are exempted from this requirement.
Amendment offered: Add wording to make it clear that these fees apply only in those occasions in which Trust resources are being used – i.e., electricity, water, firewood, etc that is directly tied to the Trust buildings or resources. Amendment was read as “Anyone visiting the ranch Trust buildings and/or using Trust resources (such as electricity, water, or firewood) for a full day or staying overnight is required. . .” Vote on Amendment: Unanimous, in favor.
VOTE on Amended Motion: Unanimous, in favor.
Also in discussion during the Board meeting, the idea was presented to have a different, lesser, fee rate for use of the corals. We’ll need to consider elements of amount, use of water and electricity (including, perhaps, use of electric fences), feed, and whether it would be included or as additional to use of the cabins. As there was need for a longer discussion, this topic was tabled for a later time.
8. Use of Trust resources off of the Ranch. Discussion: It is understood that Trust property is stored only on the ranch. The use of heavy equipment, vehicles, tools, or materials owned by the Trust off the ranch for personal or non-Trust income-generating purposes should generally not be allowed. However, those uses may be allowed if deemed appropriate through pre-authorization by vote from the Board. This is another part of separating personal interests from Trust interests. The Board expects all equipment and tools to be returned in as good as or better condition than when they leave the ranch, as soon as possible, and the Trust should be compensated for the use of the property. For example, if the haying equipment is used off the ranch to get hay for a Board members’ horses, or to sell - or if the tractor is taken home to put in a fence line or to level some ground - the equipment should be returned in good working order and the Trust should receive some compensation for wear and tear. If someone borrows a chain saw and looses it, they should replace it.
Motion #8: Trust-owned equipment or materials shall not be removed from the Ranch without pre-authorization by vote of the Board. If the Trust equipment or resources are used for personal activities or non-Trust profit, the Trust should be reimbursed at an appropriate rate predetermined by Board vote.
VOTE: Unanimous, in favor.
9. Use of Trust equipment on the Ranch. Discussion: The use of Trust equipment on the ranch should be limited to those with the appropriate know-how, or under appropriate supervision. The use of heavy equipment, tools, or materials owned by the Trust on the ranch for personal or income-generating purposes should only be allowed under criteria developed by the Board. This is another part of separating personal interests from Trust interests. The Board expects all equipment and tools to be returned in as good as or better condition than when they started. The Trust should be compensated for the use of the property if it is used for non-Trust purposes. For example, if the haying equipment is used on the ranch to get hay for a Board members’ horses, or to sell - or if the tractor is used to put in a fence line or to level some ground around a family member’s house at the ranch - the equipment should be returned in good working order and the Trust should receive some compensation for wear and tear. If someone uses a chain saw that belongs to the Trust looses it, they should replace it.
Motion #9a: The Board shall develop and post an equipment use log in the machine shop. All persons operating the machinery shall be required to note the operator, date, time-out/time-in, and purpose for the use.
VOTE: Unanimous, in favor.
Motion #9b: All use of Trust equipment on the Ranch for personal interest or income must be pre-authorized by vote of the Board. If the Trust equipment or resources are used for personal activities or non-Trust profit, the Trust should be reimbursed at an appropriate rate predetermined by Board vote.
VOTE: Unanimous, in favor.
10. Renting out ranch cabins and/or other buildings. Discussion: The idea has been raised about renting out Trust owned properties to provide income for the Trust. Income from rentals could be used for maintenance and enhancements around the ranch, including pre-authorized special projects that family members would like to undertake. It is recognized that since family members may still want to use the cabins, barn, corral, etc., long-term rentals may not be desirable. Rental contracts would need to be developed and appropriate insurance would need to be obtained prior to any rentals.
Motion #10: The Board authorizes the rental of the old cabin, the new cabin, the barn and corral, or pasture for short periods, once appropriate insurance and contract documents are in place. The rates for rentals shall be determined through a market analysis for similar rentals in the area and may be by the day, week, or month. Arrangements for the rentals shall be through a representative appointed by Board vote. If no family members are available to prepare the properties for rentals, the Board may hire people to help prepare the places for rental, screen potential renters, and complete agreements.
VOTE: Unanimous, in favor.
Under discussion during the Board Meeting, Tim said he would discuss with Gerry getting insurance set up for the buildings. Tim also mentioned that there may be potential renters in the area, crews working on Forest Service projects in the vicinity.
11. Moving/rebuilding bunk house. Discussion: The idea has been raised about moving and rebuilding the bunk house. It seems that there is general agreement that everyone would like to see that happen; however, there needs to be additional discussion and agreement about what that entails: timing, costs, design, location, etc. It may not cost a lot, but we need to ensure that there are sufficient funds in the Trust operating account to cover all the costs and sufficient labor has to be figured in.
Motion #11: The bunk house move and restoration project may be undertaken only if there are sufficient funds in the Trust operational account to cover the cost of the project, and only after a plan( that includes at least design, timing, location, costs for materials and labor) has been submitted to and authorized by vote of the Board.
VOTE: Unanimous, in favor.
12. Hunting and Shooting Sports Rules. Discussion: Attendees on a recent call expressed some concern regarding the treatment of firearms at the Ranch. Two rules were suggested for Board discussion.
Motion #12a: No hunting shall be allowed on the Ranch.
Amendment offered: Add wording to differentiate gun hunting from bow hunting, and to allow for bow hunting in some areas. Only family members would be allowed to hunt on the ranch, and hunting would be disallowed in the residential area and the upper meadow, but bow hunting would be allowed elsewhere. Vote on the amendment passed.
The amended motion was read as “No gun hunting shall be allowed on the ranch. Hunting will not be allowed in the residential area or in the upper meadow. Bow hunting only will be allowed in the lower meadow and south of the upper meadow.”
VOTE: Four in favor, one against, the motion passed.
Motion #12b: Guns and ammunition must be stored in separate locked containers when not in use.
Amendment offered: Add wording to ensure that guns are always inaccessible to children. Vote on the Amendment passed.
The amended motion was read as “Guns and ammunition must be stored in locations inaccessible to children and in locked containers when not in use.”
VOTE: Unanimous, in favor.
In discussion at the Board meeting, Tim said he would get assistance and move the gun safe out of his house to the cabin.
*********************************************************
IV. Next Meeting
a. The Board did not set a specific date, but targeted late February or early March for the next Board meeting.
V. Adjourn
a. The meeting was adjourned.
Sunday, January 22, 2012
Clark Family Trust
Motions for Board Consideration
- Posted here just prior to the January 22, 2012 Board Meeting. Emailed to all Board members well prior.
Based on direction from the Board regarding Board decisions between meetings, I have assembled this list of motions for your consideration. The idea is to save time during the meetings by providing the opportunity to move items off the meeting agendas. There is no intent to bypass or shortchange full discussion of any topic, but rather to allow time during the meetings for priority discussions.
This document consists of 12 topics, some of which have several motions. The motions are edited from the list of potential topics I had sent out for consideration based on the Board discussions of September 11, 2011.
For convenience, each motion is made by Fred and seconded by Kiley. The email version of this has a place for registering votes of each Board member and a place for offering amendments.
I suggest that each Board member look over the motions and decide for themselves which ones they would like to vote on immediately and send those votes back to me via email. For those motions you would like to discuss further with the rest of the Board, just make note of those and we can take them up at our next call (Scheduled for January 22, 2012).
Once sufficient votes are made to pass or fail any motion, that business will be considered completed. If amendments are offered, or if not enough votes are made on any motion, that motion will be considered available for further discussion by the Board.
This is a summary of the topics and motions:
1. Reduce number of votes for general decision making
2. Criteria for spending for the Trust’s Savings Account
3. Accounting
3a. Distributing draft accounting spreadsheets
3b. Completing accounting for Capitol One card expenses
3c. Completing accounting for logging and brushing
4. Billing for dues
4a. Notices of dues
4b. Receipts for payments
5. Assigning residential area lots.
6. Labor
6a. Substituting labor for dues
6b. Repayment for labor
7. Visitor expenses
8. Use of Trust equipment off the ranch
9. Use of Trust equipment on the ranch
10. Rentals of Trust properties
11. Bunkhouse project
12. Hunting and Shooting
12a. Hunting on the ranch
12b. Guns and ammo storage
Clark Family Trust
January, 2011
Motions for Board Consideration
1. Reduce number of votes for general decision making. Discussion: Since it is often difficult to assemble enough Board members to reach a five-vote majority for decisions, it would be a matter of convenience to reduce the number of Board members to a simple majority, or four of seven, for general decision making. If we get regular participation by Lynne, we may decide to change the number back to five. This would allow a quorum of Board members to also be four instead of five.
Motion #1: Participation by four Board members shall be a Board quorum for general decision making. Binding decisions made by the Board shall require a simple majority of four affirmative votes regarding matters pertaining to the Clark Family Trust and associated properties and proceedings. A decision to spend funds from the Trust’s Savings Account is an exception to this rule; those decisions require at least five affirmative votes. Votes may be at in-person meetings, telephonic meetings, email, or other correspondence, with the Board Secretary serving as the recorder.
2. Criteria for spending for the Trust’s Savings Account. Discussion: The funds in the savings account are the only remaining funds from the original sum left to the Board. Board members generally consider these funds a safeguard against unforeseen or major unfortunate events, a safety net in case other sources of funds are insufficient to keep the Ranch in the ownership of the Trust. Therefore, an affirmative vote of five Board members is suggested as a means to ensure any use of these funds is under close scrutiny of the Board.
Motion #2: Funds from the Trust savings account will be spent only at the direction of the Board by vote of at least five affirmative votes. Other expenditures must be made through the general operational account or other sources.
3. Accounting. Discussion: The Board has been working on completing the 2008 through 2010 accounting for at least two years. We had hoped to have that accounting completed and distributed to the family prior to the reunion in 2011. However, accounting from the use of the credit card and from several projects has still not been provided to the Board Treasurer by Gerry and Tim, so it has not been possible to complete the final accounting. Family members have indicated they would like to see the accounting as it currently stands and would like to see the accounting completed with the missing information. It would be a service to the family to distribute what we have so far completed in the accounting spreadsheet, with a note that we are still waiting on the accounting from Gerry and Tim to finalize. We could also include some basic descriptive summaries.
Motion #3a: The Board will provide the current spreadsheets accounting for the income and expenditures relating to Trust funds to all adult family members.
Motion #3b: The Board requests Gerry and Tim to quickly complete their accounting for the expenses on the Capitol One credit card and deliver the accounting to Kiley. Once completed, any funds owed to Gerry or Tim will be reimbursed to them, and any funds owed to the Trust by Gerry or Tim will be reimbursed to the Trust, as soon as possible. Once the accounting is completed, the accounting spreadsheets will be updated and reported to all adult family members.
Motion #3c: The Board requests that Gerry complete by February 15, 2012 or sooner, the accounting for all projects he undertook on behalf of the Trust from 2008 through 2010, and to deliver that accounting to Kiley, in order that the income and expenditures be made explicit for the family as a whole. Once the accounting is completed, any outstanding funds owed to Gerry will be paid to him by the Trust, and any outstanding funds owed to the Trust will be paid to the Trust by Gerry as soon as possible. The accounting spreadsheets will be updated and reported to the Board and family members.
4. Billing for dues and provision of receipts. Discussion: On a recent call, everyone was supportive of the idea of sending out, via snail mail, individual bills to adult family members for dues. Those mailings should include the amount due, the due date, and a stamped envelope pre-addressed with Kiley’s address. Everyone who pays their dues and fees should also receive receipts for their own records.
Motion #4a: The Board, through the Treasurer, shall distribute via US Postal Service mail, notices of dues to all adult family members, including Board members. The notices shall display the amount due, due date, and note of the opportunity to contribute additional funds (donations) for Ranch operation. The Treasurer shall also distribute notices of water fees as applicable. The notices shall include a stamped envelope pre-addressed with Kiley’s address. The mailing shall also include a history of that member’s past payments from 2008 to the present, as determined by the Trust’s records. The cost of the mailings will be borne by the Trust.
Motion #4b: The Treasurer shall provide receipts to all family members who have paid dues and/or fees each year, for donations, and other funds received as applicable. The cost of the mailings will be borne by the Trust.
5. Assigning Residential Area Lots. Discussion: Brandon did a rough pre-survey of the residential area the summer before last. The Board has not yet assigned lots within that area. Discussion in a previous non-quorum meeting suggested that the Board is ready to make those assignments. Tim’s house and the associated land should be subject to the same rules of use and occupancy as the lots in the residential area.
Motion #5a: Family groups are hereby assigned lots in the Residential Area in accordance to the following list and diagram. It is understood that the boundaries depicted on the diagram are approximated and need to be more precisely determined through on-the-ground surveys. It is also understood that this assignment provides to each Family Group, including Tim in regards to his house and associated land, certain privileges of access and use, but does not confer legal title from the Trust to the Family Group in the areas assigned. The privileges, expectations, and requirements associated with these assignments and areas shall be discussed by the Board in 2012.
Assigned Lot Numbers and Family Group:
1. Fred 2. Gerry 3. Henry 4. Joe 5. Charley Jr. 6. Mary 7. Tim
6. Dues and fees for operations. Discussion: Seven Board members times $500 per year equals $3500. At least eighteen non-Board adult family members times $100 per year equals $1800, which provides the annual operating funds for the Trust: $5300. The operating funds are augmented by the $300 per year water fees that Fred and Tim pay for their houses, so there should be $5900 available to support basic ranch functions each year. This sum has never been reached because many people continue to not pay their dues. Paying dues is a basic responsibility of the Board and other adult family members and should be done on an uninterrupted basis. Some may feel that their work on the ranch can serve in lieu of dues, but work in lieu of dues does not allow for explicit and rational accounting for the Trust resources. That is not to say that people should not in some cases be compensated by the Board for their efforts. Reimbursements for labor should be authorized (or denied) – ideally in advance - by vote of the Board and be paid directly from the Trust’s operational account. The Board will need to have criteria for deciding which requests will be approved and which denied.
Motion #6a: A Board member’s labor may not be used as a substitute for that member’s annual dues; nor shall a Family member’s labor be used as a substitute for that member’s annual dues.
Motion #6b: A Board member or a Family member may request payment from the Board for labor and materials for Trust-related activities with prior approval by the Board. It is understood that such requests should be rare. No expenses may by incurred or reimbursed in this fashion without sufficient funds available in the general operating account, and clear invoices and receipts will be required prior to reimbursement.
Motion #6c: Family members are required to pay dues for the entire year of the year in which they turn 21. If say, A turns 21 on January 15 and B turns 21 on December 3 of the same calendar year, both A and B will be responsible for the $100 dues for that year.
7. Expenses for people visiting the ranch: Attendees on a recent call suggested that all visitors to the Ranch be required to pay $10 per day for the first individual, plus $2 per day for each additional person, including children, to help pay for the electric bill and maintenance. Those working on projects pre-approved by the Board would not have to pay these fees.
Motion #7: Anyone visiting the ranch for a full day or staying overnight is required to pay to the Trust $10 per day for the first individual and $2 per day for each additional individual. Individuals working on projects that are pre-approved by the Board are exempted from this requirement.
8. Use of Trust resources off of the Ranch. Discussion: It is understood that Trust property is stored only on the ranch. The use of heavy equipment, vehicles, tools, or materials owned by the Trust off the ranch for personal or non-Trust income-generating purposes should generally not be allowed. However, those uses may be allowed if deemed appropriate through pre-authorization by vote from the Board. This is another part of separating personal interests from Trust interests. The Board expects all equipment and tools to be returned in as good as or better condition than when they leave the ranch, as soon as possible, and the Trust should be compensated for the use of the property. For example, if the haying equipment is used off the ranch to get hay for a Board members’ horses, or to sell - or if the tractor is taken home to put in a fence line or to level some ground - the equipment should be returned in good working order and the Trust should receive some compensation for wear and tear. If someone borrows a chain saw and looses it, they should replace it.
Motion #8: Trust-owned equipment or materials shall not be removed from the Ranch without pre-authorization by vote of the Board. If the Trust equipment or resources are used for personal activities or non-Trust profit, the Trust should be reimbursed at an appropriate rate predetermined by Board vote.
9. Use of Trust equipment on the Ranch. Discussion: The use of Trust equipment on the ranch should be limited to those with the appropriate know-how, or under appropriate supervision. The use of heavy equipment, tools, or materials owned by the Trust on the ranch for personal or income-generating purposes should only be allowed under criteria developed by the Board. This is another part of separating personal interests from Trust interests. The Board expects all equipment and tools to be returned in as good as or better condition than when they started. The Trust should be compensated for the use of the property if it is used for non-Trust purposes. For example, if the haying equipment is used on the ranch to get hay for a Board members’ horses, or to sell - or if the tractor is used to put in a fence line or to level some ground around a family member’s house at the ranch - the equipment should be returned in good working order and the Trust should receive some compensation for wear and tear. If someone uses a chain saw that belongs to the Trust looses it, they should replace it.
Motion #9a: The Board shall develop and post an equipment use log in the machine shop. All persons operating the machinery shall be required to note the operator, date, time-out/time-in, and purpose for the use.
Motion #9b: All use of Trust equipment on the Ranch for personal interest or income must be pre-authorized by vote of the Board. If the Trust equipment or resources are used for personal activities or non-Trust profit, the Trust should be reimbursed at an appropriate rate predetermined by Board vote.
10. Renting out ranch cabins and/or other buildings. Discussion: The idea has been raised about renting out Trust owned properties to provide income for the Trust. Income from rentals could be used for maintenance and enhancements around the ranch, including pre-authorized special projects that family members would like to undertake. It is recognized that since family members may still want to use the cabins, barn, corral, etc., long-term rentals may not be desirable. Rental contracts would need to be developed and appropriate insurance would need to be obtained prior to any rentals.
Motion #10: The Board authorizes the rental of the old cabin, the new cabin, the barn and corral, or pasture for short periods, once appropriate insurance and contract documents are in place. The rates for rentals shall be determined through a market analysis for similar rentals in the area and may be by the day, week, or month. Arrangements for the rentals shall be through a representative appointed by Board vote. If no family members are available to prepare the properties for rentals, the Board may hire people to help prepare the places for rental, screen potential renters, and complete agreements.
11. Moving/rebuilding bunk house. Discussion: The idea has been raised about moving and rebuilding the bunk house. It seems that there is general agreement that everyone would like to see that happen; however, there needs to be additional discussion and agreement about what that entails: timing, costs, design, location, etc. It may not cost a lot, but we need to ensure that there are sufficient funds in the Trust operating account to cover all the costs and sufficient labor has to be figured in.
Motion #11: The bunk house move and restoration project may be undertaken only if there are sufficient funds in the Trust operational account to cover the cost of the project, and only after a plan( that includes at least design, timing, location, costs for materials and labor) has been submitted to and authorized by vote of the Board.
12. Hunting and Shooting Sports Rules. Discussion: Attendees on a recent call expressed some concern regarding the treatment of firearms at the Ranch. Two rules were suggested for Board discussion.
Motion #12a: No hunting shall be allowed on the Ranch.
Motion #12b: Guns and ammunition must be stored in separate locked containers when not in use.
Motions for Board Consideration
- Posted here just prior to the January 22, 2012 Board Meeting. Emailed to all Board members well prior.
Based on direction from the Board regarding Board decisions between meetings, I have assembled this list of motions for your consideration. The idea is to save time during the meetings by providing the opportunity to move items off the meeting agendas. There is no intent to bypass or shortchange full discussion of any topic, but rather to allow time during the meetings for priority discussions.
This document consists of 12 topics, some of which have several motions. The motions are edited from the list of potential topics I had sent out for consideration based on the Board discussions of September 11, 2011.
For convenience, each motion is made by Fred and seconded by Kiley. The email version of this has a place for registering votes of each Board member and a place for offering amendments.
I suggest that each Board member look over the motions and decide for themselves which ones they would like to vote on immediately and send those votes back to me via email. For those motions you would like to discuss further with the rest of the Board, just make note of those and we can take them up at our next call (Scheduled for January 22, 2012).
Once sufficient votes are made to pass or fail any motion, that business will be considered completed. If amendments are offered, or if not enough votes are made on any motion, that motion will be considered available for further discussion by the Board.
This is a summary of the topics and motions:
1. Reduce number of votes for general decision making
2. Criteria for spending for the Trust’s Savings Account
3. Accounting
3a. Distributing draft accounting spreadsheets
3b. Completing accounting for Capitol One card expenses
3c. Completing accounting for logging and brushing
4. Billing for dues
4a. Notices of dues
4b. Receipts for payments
5. Assigning residential area lots.
6. Labor
6a. Substituting labor for dues
6b. Repayment for labor
7. Visitor expenses
8. Use of Trust equipment off the ranch
9. Use of Trust equipment on the ranch
10. Rentals of Trust properties
11. Bunkhouse project
12. Hunting and Shooting
12a. Hunting on the ranch
12b. Guns and ammo storage
Clark Family Trust
January, 2011
Motions for Board Consideration
1. Reduce number of votes for general decision making. Discussion: Since it is often difficult to assemble enough Board members to reach a five-vote majority for decisions, it would be a matter of convenience to reduce the number of Board members to a simple majority, or four of seven, for general decision making. If we get regular participation by Lynne, we may decide to change the number back to five. This would allow a quorum of Board members to also be four instead of five.
Motion #1: Participation by four Board members shall be a Board quorum for general decision making. Binding decisions made by the Board shall require a simple majority of four affirmative votes regarding matters pertaining to the Clark Family Trust and associated properties and proceedings. A decision to spend funds from the Trust’s Savings Account is an exception to this rule; those decisions require at least five affirmative votes. Votes may be at in-person meetings, telephonic meetings, email, or other correspondence, with the Board Secretary serving as the recorder.
2. Criteria for spending for the Trust’s Savings Account. Discussion: The funds in the savings account are the only remaining funds from the original sum left to the Board. Board members generally consider these funds a safeguard against unforeseen or major unfortunate events, a safety net in case other sources of funds are insufficient to keep the Ranch in the ownership of the Trust. Therefore, an affirmative vote of five Board members is suggested as a means to ensure any use of these funds is under close scrutiny of the Board.
Motion #2: Funds from the Trust savings account will be spent only at the direction of the Board by vote of at least five affirmative votes. Other expenditures must be made through the general operational account or other sources.
3. Accounting. Discussion: The Board has been working on completing the 2008 through 2010 accounting for at least two years. We had hoped to have that accounting completed and distributed to the family prior to the reunion in 2011. However, accounting from the use of the credit card and from several projects has still not been provided to the Board Treasurer by Gerry and Tim, so it has not been possible to complete the final accounting. Family members have indicated they would like to see the accounting as it currently stands and would like to see the accounting completed with the missing information. It would be a service to the family to distribute what we have so far completed in the accounting spreadsheet, with a note that we are still waiting on the accounting from Gerry and Tim to finalize. We could also include some basic descriptive summaries.
Motion #3a: The Board will provide the current spreadsheets accounting for the income and expenditures relating to Trust funds to all adult family members.
Motion #3b: The Board requests Gerry and Tim to quickly complete their accounting for the expenses on the Capitol One credit card and deliver the accounting to Kiley. Once completed, any funds owed to Gerry or Tim will be reimbursed to them, and any funds owed to the Trust by Gerry or Tim will be reimbursed to the Trust, as soon as possible. Once the accounting is completed, the accounting spreadsheets will be updated and reported to all adult family members.
Motion #3c: The Board requests that Gerry complete by February 15, 2012 or sooner, the accounting for all projects he undertook on behalf of the Trust from 2008 through 2010, and to deliver that accounting to Kiley, in order that the income and expenditures be made explicit for the family as a whole. Once the accounting is completed, any outstanding funds owed to Gerry will be paid to him by the Trust, and any outstanding funds owed to the Trust will be paid to the Trust by Gerry as soon as possible. The accounting spreadsheets will be updated and reported to the Board and family members.
4. Billing for dues and provision of receipts. Discussion: On a recent call, everyone was supportive of the idea of sending out, via snail mail, individual bills to adult family members for dues. Those mailings should include the amount due, the due date, and a stamped envelope pre-addressed with Kiley’s address. Everyone who pays their dues and fees should also receive receipts for their own records.
Motion #4a: The Board, through the Treasurer, shall distribute via US Postal Service mail, notices of dues to all adult family members, including Board members. The notices shall display the amount due, due date, and note of the opportunity to contribute additional funds (donations) for Ranch operation. The Treasurer shall also distribute notices of water fees as applicable. The notices shall include a stamped envelope pre-addressed with Kiley’s address. The mailing shall also include a history of that member’s past payments from 2008 to the present, as determined by the Trust’s records. The cost of the mailings will be borne by the Trust.
Motion #4b: The Treasurer shall provide receipts to all family members who have paid dues and/or fees each year, for donations, and other funds received as applicable. The cost of the mailings will be borne by the Trust.
5. Assigning Residential Area Lots. Discussion: Brandon did a rough pre-survey of the residential area the summer before last. The Board has not yet assigned lots within that area. Discussion in a previous non-quorum meeting suggested that the Board is ready to make those assignments. Tim’s house and the associated land should be subject to the same rules of use and occupancy as the lots in the residential area.
Motion #5a: Family groups are hereby assigned lots in the Residential Area in accordance to the following list and diagram. It is understood that the boundaries depicted on the diagram are approximated and need to be more precisely determined through on-the-ground surveys. It is also understood that this assignment provides to each Family Group, including Tim in regards to his house and associated land, certain privileges of access and use, but does not confer legal title from the Trust to the Family Group in the areas assigned. The privileges, expectations, and requirements associated with these assignments and areas shall be discussed by the Board in 2012.
Assigned Lot Numbers and Family Group:
1. Fred 2. Gerry 3. Henry 4. Joe 5. Charley Jr. 6. Mary 7. Tim
6. Dues and fees for operations. Discussion: Seven Board members times $500 per year equals $3500. At least eighteen non-Board adult family members times $100 per year equals $1800, which provides the annual operating funds for the Trust: $5300. The operating funds are augmented by the $300 per year water fees that Fred and Tim pay for their houses, so there should be $5900 available to support basic ranch functions each year. This sum has never been reached because many people continue to not pay their dues. Paying dues is a basic responsibility of the Board and other adult family members and should be done on an uninterrupted basis. Some may feel that their work on the ranch can serve in lieu of dues, but work in lieu of dues does not allow for explicit and rational accounting for the Trust resources. That is not to say that people should not in some cases be compensated by the Board for their efforts. Reimbursements for labor should be authorized (or denied) – ideally in advance - by vote of the Board and be paid directly from the Trust’s operational account. The Board will need to have criteria for deciding which requests will be approved and which denied.
Motion #6a: A Board member’s labor may not be used as a substitute for that member’s annual dues; nor shall a Family member’s labor be used as a substitute for that member’s annual dues.
Motion #6b: A Board member or a Family member may request payment from the Board for labor and materials for Trust-related activities with prior approval by the Board. It is understood that such requests should be rare. No expenses may by incurred or reimbursed in this fashion without sufficient funds available in the general operating account, and clear invoices and receipts will be required prior to reimbursement.
Motion #6c: Family members are required to pay dues for the entire year of the year in which they turn 21. If say, A turns 21 on January 15 and B turns 21 on December 3 of the same calendar year, both A and B will be responsible for the $100 dues for that year.
7. Expenses for people visiting the ranch: Attendees on a recent call suggested that all visitors to the Ranch be required to pay $10 per day for the first individual, plus $2 per day for each additional person, including children, to help pay for the electric bill and maintenance. Those working on projects pre-approved by the Board would not have to pay these fees.
Motion #7: Anyone visiting the ranch for a full day or staying overnight is required to pay to the Trust $10 per day for the first individual and $2 per day for each additional individual. Individuals working on projects that are pre-approved by the Board are exempted from this requirement.
8. Use of Trust resources off of the Ranch. Discussion: It is understood that Trust property is stored only on the ranch. The use of heavy equipment, vehicles, tools, or materials owned by the Trust off the ranch for personal or non-Trust income-generating purposes should generally not be allowed. However, those uses may be allowed if deemed appropriate through pre-authorization by vote from the Board. This is another part of separating personal interests from Trust interests. The Board expects all equipment and tools to be returned in as good as or better condition than when they leave the ranch, as soon as possible, and the Trust should be compensated for the use of the property. For example, if the haying equipment is used off the ranch to get hay for a Board members’ horses, or to sell - or if the tractor is taken home to put in a fence line or to level some ground - the equipment should be returned in good working order and the Trust should receive some compensation for wear and tear. If someone borrows a chain saw and looses it, they should replace it.
Motion #8: Trust-owned equipment or materials shall not be removed from the Ranch without pre-authorization by vote of the Board. If the Trust equipment or resources are used for personal activities or non-Trust profit, the Trust should be reimbursed at an appropriate rate predetermined by Board vote.
9. Use of Trust equipment on the Ranch. Discussion: The use of Trust equipment on the ranch should be limited to those with the appropriate know-how, or under appropriate supervision. The use of heavy equipment, tools, or materials owned by the Trust on the ranch for personal or income-generating purposes should only be allowed under criteria developed by the Board. This is another part of separating personal interests from Trust interests. The Board expects all equipment and tools to be returned in as good as or better condition than when they started. The Trust should be compensated for the use of the property if it is used for non-Trust purposes. For example, if the haying equipment is used on the ranch to get hay for a Board members’ horses, or to sell - or if the tractor is used to put in a fence line or to level some ground around a family member’s house at the ranch - the equipment should be returned in good working order and the Trust should receive some compensation for wear and tear. If someone uses a chain saw that belongs to the Trust looses it, they should replace it.
Motion #9a: The Board shall develop and post an equipment use log in the machine shop. All persons operating the machinery shall be required to note the operator, date, time-out/time-in, and purpose for the use.
Motion #9b: All use of Trust equipment on the Ranch for personal interest or income must be pre-authorized by vote of the Board. If the Trust equipment or resources are used for personal activities or non-Trust profit, the Trust should be reimbursed at an appropriate rate predetermined by Board vote.
10. Renting out ranch cabins and/or other buildings. Discussion: The idea has been raised about renting out Trust owned properties to provide income for the Trust. Income from rentals could be used for maintenance and enhancements around the ranch, including pre-authorized special projects that family members would like to undertake. It is recognized that since family members may still want to use the cabins, barn, corral, etc., long-term rentals may not be desirable. Rental contracts would need to be developed and appropriate insurance would need to be obtained prior to any rentals.
Motion #10: The Board authorizes the rental of the old cabin, the new cabin, the barn and corral, or pasture for short periods, once appropriate insurance and contract documents are in place. The rates for rentals shall be determined through a market analysis for similar rentals in the area and may be by the day, week, or month. Arrangements for the rentals shall be through a representative appointed by Board vote. If no family members are available to prepare the properties for rentals, the Board may hire people to help prepare the places for rental, screen potential renters, and complete agreements.
11. Moving/rebuilding bunk house. Discussion: The idea has been raised about moving and rebuilding the bunk house. It seems that there is general agreement that everyone would like to see that happen; however, there needs to be additional discussion and agreement about what that entails: timing, costs, design, location, etc. It may not cost a lot, but we need to ensure that there are sufficient funds in the Trust operating account to cover all the costs and sufficient labor has to be figured in.
Motion #11: The bunk house move and restoration project may be undertaken only if there are sufficient funds in the Trust operational account to cover the cost of the project, and only after a plan( that includes at least design, timing, location, costs for materials and labor) has been submitted to and authorized by vote of the Board.
12. Hunting and Shooting Sports Rules. Discussion: Attendees on a recent call expressed some concern regarding the treatment of firearms at the Ranch. Two rules were suggested for Board discussion.
Motion #12a: No hunting shall be allowed on the Ranch.
Motion #12b: Guns and ammunition must be stored in separate locked containers when not in use.
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