March 25, 2012 Board Meeting Notes (Draft)

(Note: No corrections or comments offered as of 4/27/2012)

                  Board Members Present, via Skype:  Mary, Tim, Fred, Kiley, Gerry

                 Others Present:  Charley

       I.            Review notes from the January 22 meeting and adopt. 

A quorum of Board members reviewed and accepted the notes from the January 22, 2012 meeting with no corrections.

    II.            Financial update  (Kiley)

a.       Current balances

                                   i.      Checking $4,318 (Kiley had taken out $1119.08 out of this account on May12, 2011; this needs to be put into savings. Kiley said she would make that transfer.)

                                 ii.      Savings  $24,163.28 (This account needs to have the $1119.08 added back in.)

b.      Review of income and expenses for 2011

                                   i.      Expenses = 6,152.80

                                 ii.      Income =  9,389.23  

Discussion:  Fred noted that only $3,020 was collected from dues. (Figure from dues spreadsheet, since several dues and fees amounts were paid in 2012).  Kiley will send out the dues spreadsheet covering 2008 through 2011.

Discussion:  Tim said that he had paid off the Capitol One Credit Card on-line, on 9/24/2011 from his account at First Valley Bank, as a debit of $1,200 from the account with his name on it.  However, Kiley noted that a withdrawal of $1,242.91 had been taken from the Trust’s general account.  Kiley said that she has a copy of a check -  it did not come from First Valley Bank. 

Decision:   Tim will check with Capitol One and First Valley Bank.  He will obtain a statement from both and repay the Trust account.

Discussion:  Fred noted that one of the main conclusions from the review of the income and expenses from 2011 was that had there not been sales of several items the Trust would not have had sufficient funds to pay the taxes and utilities.  Gerry said he was hopeful that with more people involved in the trust more funds would flow in.  He committed to sending in $1,000 soon toward his dues.  (FC note: several of the ‘new’ people Gerry noted had been involved for quite a while -  some have paid dues all along.)

Discussion: Kiley and Fred noted that they had set up new checking and savings accounts, with those accounts tied directly to the Clark Family Trust.  The accounts themselves are a trust. Kiley and Fred are the signatories.  The general operating account and the Whitefish Credit Union savings account will be closed.

  

c.       Review of plan to send out notices of dues/fees history, current dues/date/

Discussion:  Kiley will soon send out the first letters notifying trustees and beneficiaries of their dues history, dues amounts paid and unpaid, current year’s dues, etc. along with a stamped envelope with her address for submitting funds.

d.       Review of plan to send out receipts for dues/fees received

Discussion: Kiley will send out receipts for all funds received.

Discussion:  Fred noted that the Board had made a decision in the June 11, 2010 meeting to provide consequences for trustees and beneficiaries (adult family members):

 “Board Decision: Each trustee is responsible for identifying their own family’s contribution.  If persons expected to pay annual dues do not do so,

I.        Individuals or Trustees will receive a letter from the Board that explains their infraction and the consequences;

II.     They will lose their ability to access the ranch as a whole; They will lose access to their family lot; the Board will assume control of the family lot. “

Fred pointed out that the decision had never been enforced, so perhaps the Board should revisit it at a future meeting.

Discussion: Fred noted that Gerry had said he would complete accounting for projects and deliver that to Kiley since we first started on the accounting in 2010.  The latest due date was February 15, and the Board has been waiting on it for over a year. (See, for instance, notes from the December 5, 2010 meeting; January 16, 2011 meeting; February 13, 2011 meeting; March 20, 2011; May 1, 2011 meeting)  Gerry restated his intent to get the accounting done on the projects he was responsible for, and to get that to Kiley soon.

 III.            Paying Taxes and Revising the Trust

Discussion:  Fred noted that the Trust is set to self-destruct.  That is, it is not in perpetuity.  It is designed to terminate “upon the day next proceeding the expiration of twenty-one (21) years after the death of the Undersigned and their issue now living. .  (quote added).  If we want the Trust to continue, we need a different instrument.  Gerry noted that it is a legal requirement that trusts expire.  Fred said that is correct, but the trustees and beneficiaries need to know that and be prepared.  One way to address it is to create a new Trust, one designed to operate how we decide it should be set up, and then transfer the title of the ranch and other assets to the new Trust. The advantage of doing this sooner rather than later is that we would have the benefit of a Trust designed for our situation.

However, before a new Trust can be set up, the tax liabilities of the current trust need to be resolved. Once the tax liabilities are taken care of, we can transfer the deed and any other assets to the new Trust.  There may be no taxes that need to be paid because of the small amounts of money involved, or because the balances of income and expenses, the tax forms still must be filed.  Fred noted that the April 17 tax day is just few weeks away.  The LLC is apparently not linked to the Trust. 

Decision: All agreed that the tax forms needed to be filed for all accounts that reflect the operations of the Trust.  Tim and Gerry will file the appropriate forms for the LLC; Tim and Kiley will file the appropriate forms for the Whitefish Credit Union.  Are there others?   (FC note:  I’d misspoken when I said the Trust needed a schedule C.  It is, I think, actually a Form 1041.)

 IV.            Reminder of recent new rules, outstanding assignments, and responsibilities.  Fred read through these paraphrased explanations for the benefit of the Board Members who had not reviewed the notes from recent meetings.

o   Four Board members are needed to make Board decisions, except for decisions to spend funds from the Trust Savings Account, which requires at least five affirmative votes.

o   All reimbursement for labor and materials can only be made by prior arrangement with the Board.

o   Family members are required to pay dues for the entire year in which they turn 21.

o   Visitors using Trust buildings/resources for a full day or overnight, or longer, must pay $10 per day, plus $2 per day for each additional individual.

o   Use of Trust resources off the Ranch can only be done with prior agreement with the Board, and with a fee.

o   Use of Trust resources on the Ranch for personal interest or income must be preauthorized by the Board, and may incur a fee.

o   The Board may rent out Trust buildings or resources, but there must be insurance in place before that is done.   Tim said he would discuss insurance with Gerry.

o   The bunk house move and restoration may only be done through concurrence by the Board.  (Everyone likes the project; we just need to have a plan and know what the expenses to the Trust will be. The Board decision in the January 2012 meeting updates the discussion started at the September 2011 meeting.)

o   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.

o   Guns and ammunition must be stored in locations inaccessible to children and in locked containers when not in use.

o   Tim: move the gun safe out of his house to the cabin.

o   Kiley: send out current accounting spreadsheets to all adult family members.

o   Kiley: send out receipts to all who have made payments to the Trust (dues, water, other).

o   Kiley: send out individual bills for dues, water, etc. to all adult family members.

o   All: Over 2012, discuss privileges, expectations, and requirements associated with individual family lots.

    V.            New Business

a.       Gerry is looking for authorization from the Board to purchase tires and a new lift parts for the snowplow. The lift parts would cost about $125.  It was agreed to bring that up at a later meeting.  Fred asked if Gerry was still paying the insurance for the pickup out of his personal funds. Gerry said he is. Fred noted that the Trust should be paying that, since it is mixing personal and trust affairs.  

b.      Fred noted that he had called Joe and Henry to make sure they knew about the requirement in the Trust that to resign as Trustees they must deliver a written resignation to the beneficiaries of the Trust.  Fred asked them to have their statements notarized.  While not addressed in the Trust, Fred asked them to have statements assigning Kiley and Madona their responsibilities as Trustees.

c.       Fred noted that the Board decided June 11, 2010 that Tim and Gerry were mutually responsible for getting the donkey to make money for the ranch or sell it within two years. The two years is up in June.  Gerry said that he had finished a chute for breeding and would talk to Tim about partnering up to purchase the donkey.

 

 VI.            Next Meeting

a.       Fred will send out a note to arrange the next meeting.

VII.            Meeting Adjourned

Scheduling March 2012 Board Meeting

Please let Fred know if you are available for a Board Meeting on the 25th of March. The 18th is the backup date, since several folks have responded that they are available on the 25th. Email Fred at amdurclark@yahoo.com.

DRAFT Notes - Board meeting January 22, 2012

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.

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.

DRAFT Notes

DRAFT Notes
Clark Family Trust Board Meeting
September 11, 2011

Board Members Present: Gerry, Mary, Tim, Fred, Kiley
Others Present: Madona, Hank
Fred tried to tie in Charley and Ryan, but was unable to do so. Henry was driving and so could not participate.

(Board decisions are in Bold)

I. A quorum of Board members Reviewed and Accepted the Agenda

II. Old business
a. The Board accepted the notes from meeting of July 24, 2011
b. Kiley provided an update on the Trust finances:
i. Income at reunion: $1053.11 ($285.00 from raffle quilt, $268.11 from donations, and $500 from Charley’s purchase of the horse trailer)
ii. Account balances: $4,020.29 in Glacier; $24,086.47 in the Whitefish Credit Union; The Restoration Project Account is current empty.
iii. Dues Payment Update: Tim and Connie paid dues and water at Reunion. Kiley paid her dues too.
iv. The Whitefish Credit Union Account (savings) is not in the Trust. Because of problems with that institution, The Board decided, based on Kiley’s suggestion, to have Kiley investigate other banks and put the funds in a different interest-bearing account.
v. Regarding Board member payments on loans.
1. Henry’s Jeep loan is up to date
2. Mary has been paying her loan as agreed
3. Tim is trying to figure out how to pay his taxes
c. Credit card expenses review (Gerry and Tim)
There was discussion of how to handle the remaining balance on the credit card, including those bills that are definitely the Trust’s responsibility and those that are either Tim’s or Gerry’s. The Board decided, based on Tim’s offer to do so, that Tim will pay off the bill in total, and then the Board will reimburse Tim once the accounting is complete.

Kiley and/or Fred will scan the latest bill and get that to Tim.

There was also discussion of developing an annual budget, which would include expected expenditures in at least three categories (taxes, ongoing regular bills [like electricity], and Board-authorized projects) balanced against projected income.

d. Gerry informed the Board that there is no new information regarding the $6000 and $588 that are still owed to the Trust from the brushing project. Gerry’s understanding is that the Swan Ecosystem Center was to provide $12,000 total, with $6000 going to Gerry to do the work and another $6000 going to the Ranch. Gerry received $6000, but the Trust has not received that. The other funds, which were to be received after the brushing was complete, have also not been received. Gerry said he would send a copy of the contract to Fred to look at and would call the Swan Ecosystem Center to find out what their take is.

Gerry also informed the Board that the stream restoration project could start this fall. He asked if anyone had any questions regarding the email he had sent out with questions and answers from family members. Gerry had polled some of the Board members about allowing the contractors who will be doing the work on the restoration project to use the material from the small hill in the middle of the lower meadow during the project. The Board members on this call agreed that it would be alright, so that is a Board decision.

e. Tim had to leave the call, so the rest of the meeting was discussion, without Board decisions.

f. The remaining callers reviewed and accepted the sign-in sheet format. Since the Board had decided at the July 24 meeting that a sign-in sheet would be used, this was just a review. Should other Board members suggest changes to the format, the Board can take that up at a later meeting or as part of an email poll. The adopted format includes Tim’s and Mary’s contact information and the following basic format:

Tim Clark: 406-677-3107 popsplace@blackfoot.net
Mary Stuart: 406-210-3785 mestuart2@hotmail.com
Guests Arrival Date Leaving Date Kudos, Improvement Suggestions, and Problems Fixed Needs Fixed

g. Gerry mentioned that Holly would like to set up time next summer to bring in friends and family to work on moving and rebuilding the old bunk house, and was asking what the protocol for setting that up would be. Fred suggested that it was not so much “reserving” as “notification,” that people need to provide information to Mary about when they would be there, and then if there were more that one group who wanted to use one or more of the cabins, those wanting to use that time could work it out between themselves as to whether there was really a conflict or if it would be acceptable (or wonderful) to converge at the same time.

Discussion suggested that Mary should be informed of the number of people in the visiting group, the duration of the stay, and if there is anything ‘special’ (like a wedding, for instance) about the visit.

III. New Business
Since there was no longer a quorum of Board members on the call, the new business was under discussion only. Fred offered, and attendees thought it a good idea, to write up several motions for the Board to look at via email so additional business can be accomplished prior to our next Board meeting.
a. Reimbursement to Charley for fixing welder so it can be sold.
Those on the call supported the idea of reimbursing Charley for the cost of fixing the welder so the welder can be sold.

b. Savings Account: Criteria for spending
No discussion

c. Accounting Spreadsheets: Do people want to see them before they are complete? Could send summaries of dues paid/not, utilities, etc.
No discussion

d. Residential Area: Assign plots?
Discussion suggested the following assignment of lots. The drawing is included for reference.

1. Fred
2. Gerry
3. Henry
4. Kiley
5. Charley Jr. (Open)
6. Mary























e. Fred and Cindy’s house: Signed form for ownership
No discussion

f. Substituting labor for dues
No discussion

g. Expectations around the use and maintenance of equipment at the ranch, including
i. Fixing the backhoe and dozer
ii. Board permission for taking equipment off of ranch property
iii. Setting up and using an equipment log
Gerry noted that he would like the Board’s permission to spend funds to replace/repairI the starter on the backhoe. Fred said he would send out a poll to the Board for that.

h. Possibility of renting out ranch cabins and/or other buildings
Fred suggested that renting out the cabins a few weeks each year may raise sufficient funds to pay the taxes and provide some operating capital. Those on the call supported the idea. If it is arranged soon enough, we could do the first rental during hunting season this year.

i. Making expenditures for ranch as reimbursable with pre-authorization from the Board required
No discussion

j. Cleaning up/removing old vehicles, trailers, etc.
Hank suggested that we could bring in a scrap metal company to haul away junk vehicles and other scrap to accomplish some cleanup of the grounds and produce some revenue for the Trust. Fred volunteered to do some research into companies and prices; Gerry noted two places in Missoula to call: Pacific Iron and the Axman.

k. Distribution of Bea and Charley’s stuff at Tim’s house
Fred noted that he had packed some boxes of Mom and Dad’s stuff, mostly related to family heritage. Among that are saved items that should go to individual Board members. He had packed those because people had already left from the reunion and if they stayed at the Ranch they might get misplaced. He and Cindy will repack the items by family group and send them out to the Board member for that group.

l. Weed spraying
No discussion

m. Moving/rebuilding bunk house
No discussion

n. Billing for dues
Everyone on the call was supportive of the idea of sending out, via snail mail, individual bills to Board members and adult family members for dues. Those mailings should include the amount due, the due date, and a stamped envelope with Kiley’s address.

Fred will send to Kiley a spreadsheet with all of the names and addresses of family members that he has, for Kiley to use in sending out the bills.

o. Questionnaire to family members about goals for ranch/Board/Trust, etc.
No discussion

p. Handing off the ranch/Board/Trust to next generations
No discussion

IV. Additional New Business for Discussion
a. Electric bills for people visiting the ranch:
Attendees 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, to help pay for the electric bill. Those working on Board-approved projects would not have to pay.

b. Hunting and Shooting Sports Rules:
Attendees suggested two rules that would be explicitly stated and posted at the Ranch:
i. Not hunting on the Ranch
ii. Guns and ammo must be locked up when not in use.

V. Next Meeting Date and Time
a. No date was set for the next meeting.

VI. Meeting was Adjourned

Draft Agenda for September 11, 2011 Board Meeting

(Same agenda as sent out for the August 21 meeting,
which was cut short because of a lack of Board participation)

I. Review and Accept Agenda
II. Notes from meeting of July 24, 2011:
Fred facilitated the in-person meeting at the ranch on the final day of the reunion. Fred went through a list of items the Board could consider and others added to the list. The Board took up a few of those items before adjourning. It was a short meeting.
• Kiley gave a brief update on the current financials
• The Board decided to institute a reservation system for using the cabins at the ranch, with Mary serving as the point of contact for the reservations. Everyone wanting to use the cabins, whether for one night or for several needs to contact Mary, either by phone (406-210-3785)or email (mestuart2@hotmail.com) to check on availability and make a reservation. Mary will keep a log book for reservations. There was discussion that reservations do not need to be exclusive, so multiple users can coordinate their visits at the same time - but they do need to coordinate so nobody is surprised or left without a place to sleep, etc.
• Hank offered to create a sign-in sheet on which people visiting the ranch can not only note when they stayed there, but also to note the condition of the place and what needs to be fixed or other concerns and observations. See old business for the current format for that sheet.
• Fred had made copies of the Board members’ drivers’ licenses for Kiley to use in setting up a new Trust savings account (which he later emailed to Kiley). Kiley will check with the bank to get whatever forms are needed out to the Board members to sign to set up the account.
• Kiley said she’d check up with the person who is supposed to finish the engraving on Grandma Bea’s grave.
• Henry indicated that he would be stepping down from the Board and passing his Board membership to Madonna. Hank and Ryan have both expressed interest in participating with the Board when it meets.
• The list of potential items to be discussed at that meeting or in future meetings included:
o Expectations around the use and maintenance of equipment at the ranch, including
 Fixing the backhoe and dozer
 Board permission for taking equipment off of ranch property
 Setting up and using an equipment log
o Possibility of renting out ranch cabins and/or other buildings
o Making expenditures for ranch as reimbursable with pre-authorization from the Board required
o Cleaning up/removing old vehicles, trailers, etc.
o Distribution of Bea and Charley’s stuff at Tim’s house
o Weed spraying
o Moving/rebuilding bunk house
o Billing for dues
o Questionnaire to family members about goals for ranch/Board/Trust, etc.
o Handing off the ranch/Board/Trust to next generations

III. Old Business (Follow-up Tasks)
a. Modify and Accept notes from July 24 meeting
b. Finances update (Kiley)
i. Funds from reunion: raffle and donations
ii. Account balances
iii. Dues Payment Update
iv. Setting up accounts
v. Board member payments on loans
1. Henry: Jeep loan
2. Mary: funds loan
3. Tim: taxes
c. Credit card expenses review (Gerry and Tim)
d. Condition of grants from brushing - $6000 plus $588? (Gerry)
e. Separating personal tax bill (Tim)
f. Review and accept sign-in sheet format (Fred)
g. Restoration Project Update (Gerry)

IV. New Business
a. Savings Account: Criteria for spending
b. Accounting Spreadsheets: Do people want to see them before they are complete? Could send summaries of dues paid/not, utilities, etc.
c. Residential Area: Assign plots?
d. Fred and Cindy’s house: Signed form for ownership
e. Substituting labor for dues
f. Expectations around the use and maintenance of equipment at the ranch, including
g. Fixing the backhoe and dozer
h. Board permission for taking equipment off of ranch property
i. Setting up and using an equipment log
j. Possibility of renting out ranch cabins and/or other buildings
k. Making expenditures for ranch as reimbursable with pre-authorization from the Board required
l. Cleaning up/removing old vehicles, trailers, etc.
m. Distribution of Bea and Charley’s stuff at Tim’s house
n. Weed spraying
o. Moving/rebuilding bunk house
p. Billing for dues
q. Questionnaire to family members about goals for ranch/Board/Trust, etc.
r. Handing off the ranch/Board/Trust to next generations

V. Next Meeting Date and Time
a. The next meeting will be on ______, 2011, at 4PM Mountain, 5PM Central, and 6PM Eastern.

VI. Adjourn

Format for Sign-in Sheet

Clark Ranch Sign In & Sign Out Report any immediate problems to a board member.

Tim Clark: 406-677-3107 popsplace@blackfoot.net Mary Stuart: 406-210-3785 mestuart2@hotmail.com

Guests	Arrival Date	Leaving Date	Kudos, Improvement Suggestions, and Problems	Fixed	Needs Fixed