ArkGeo January 9, 2015 Board Meeting Minutes

[ArkGeo_Board]

ArkGeo Board Minutes

January 9, 2015

Immediate Past President: Kent Uhrich
President: Morgan O’Neal
Executive Vice-President: Rich Swanson
Treasurer/Secretary: Judy Vaughn
Website Manager: Kevin Cackler

ROUND-TABLE DISCUSSION (6:00-6:30)
Open Discussion

CALL TO ORDER (6:30) ROLL CALL OF MEMBERS PRESENT
Board Members present:
Kent Uhrich aka KNKINCABOT
Morgan O’Neal aka drmo913
Rich Swanson aka Clark~Griswold
Judy Vaughn aka MathSeeker
Sandy Fryar aka Likestocanoe
Sharon Simmons aka Flyfishingcachers
Linda Tredway aka Angel06
Jason Nuckols aka jclaudii
Les Williams aka Savoy
Visitors present:
Kim Uhrich aka KNKINCABOT
Ron Laster aka rklmbl
Maribeth Laster aka rklmbl

OFFICER REPORTS
** President's Report: prepared by Rich Swanson
January 09, 2015 Board meeting

Goal 1 - Membership -- Increase active membership by 20% measured by an increase in the number of votes in the annual election in 2015. Goal includes the task of cleaning up the membership as outlined in the standing rules.
Owner: Morgan O’Neal
Status: email sent to members who haven’t logged on in over two years. Clean up of membership roster in progress.

Goal 2 - Fund Raising – Implement fund raising initiatives to raise $350.00 by 6/30/15
Owner: Sharon Simmons
Status – $388 raised in the second half of 2014. Goal met.

Goal 3 – Events – Hold 1 general membership meeting by 6/15/15.
Owner: Sandy Fryar
Status – General Membership Meeting to be held in Paris in 2015.

Goal 4 – Events – Hold 4 CITO events by 6/15/15.
Owner: Jason Nuckols
Status - 3 CITO events were held. A fourth CITO will be held in conjunction with the Annual Meeting.

Goal 5 – Events – Each board member Hold 1 ‘Eat & Greet’ by 6/15/15 in the following regions of the state:
NW – Owners Morgan O’Neal and Jason Nuckols
NE – Owner Linda Tredway
Central – Owners Judy Vaughn and Rich Swanson (50% Complete)
SE – Owner Kent Uhrich (100 % Complete)
SW – Owners Sharon Simmons and Sandy Fryar (100% Complete)

Goal 6 – Teaching Opportunities. Teach Geocaching at 4 locations around the state by 5/31/15.
Owner: Community Relations Committee - Kent Uhrich
Status – 2 Events completed.

** Treasurer’s Report:
Arkansas Geocachers Association Statement of Income and Expenses
for October 3, 2014 – January 9, 2015
Prepared by Judy Vaughn, Secretary/Treasurer

Beginning Balance	$1,988.77
INCOME:
Geocoins and Merchandise sold	264.00
Paris Chamber of Commerce for Annual Event PathTags	206.00
TOTAL Income	$ 470.00
EXPENSES:	0.00
TOTAL Expenses	$ 0.00
Closing Balance	$2458.77

NOTE:

PayPal Balance	$ 202.54
Checking Balance	$2,458.77
TOTAL in Checking & PayPal	$2,661.31

$20.00 in Merchandise bank bag

Sandy Fryar made motion to accept treasurer’s report. Second by Linda Tredway.
Motion carried. Treasurer’s report accepted as reported.

* Website Manager's Report: Kevin Cackler
Everything is going good with the website.

COMMITTEE/OTHER REPORTS

** Election Committee: Linda Tredway – Board Liaison

Special election was held with 44 members voting

Candidate	Votes	Percent
Les Williams (Savoy)	40	91%
Jason Nuckols (Jclaudii)	33	75%

Les Williams will complete Kristi Moore’s term and Jason Nuckols will compete Mark Willis’ term.

** Fund Raising Committee: Judy Vaughn - Board Liaison
Fund Raising Committee Report prepared by Judy Vaughn
Committee Members:
Flyfishingcachers, Chairperson
The_Griswolds
rklmbl
Angel 06
MathSeeker, Board Liaison
Hogwildfamilyof6
St. Rock
Committee Activities:
Fund Raising Committee sold merchandise at events in Hot Springs Village and Nimrod.
Committee would like to purchase three bags of the ArkGeo PathTags to sell to members when they are ready.

** Community Relations Committee: Kent Uhrich - Board Liaison
Geocaching 101 class was conducted by Davis Spicer at the Janet B. Huckabee Nature center in Barling on November 18, 2014.
Pat and Judy Vaughn represented ArkGeo at a booth during the annual GIS Day event in North Little Rock on November 19, 2014.

** Events Committee: Sandy Fryer - Board Liaison
The Events Committee has been at work on the 2015 Annual Meeting. The theme for the event will be “Raiders of the Lost Cache”. There are spreadsheets sheets on the forums for committee members to sign up for tasks prior to and during the actual event.
Respectfully Submitted
Sandy Fryar

** Membership Relations Committee: Morgan O’Neal - Board Liaison
Current Membership Relations Committee Members:
Morgan O'Neal - drmo913 (Board Liaison)
Ron White - ronwhite
Judy Vaughn - MathSeeker (Chair)
Justin Murphree - arkfiremedic
Sharon and Glynn Simmons - Flyfishingcachers
Mark Willis - thefab5willisclan
Chris Dickinson - Saint Aubie
Susan and Mike Dodson – St. Rock
Valerie Biendara – Ceeker7

Membership Relations Committee Activities:
Selected Arkansas Geocachers to profile on the ArkGeo website:
November 2014 - Susan and Mike Dodson aka St. Rock
December 2014 - Randy and Janie Elder aka RJElder
January 2015 - Dan, Cody, and Caleb Anderson aka LostBoys2007

Committee worked on an Email/Letter to be sent to Members who have not logged on the website in over two years. Email/letter was sent to the board.

Proposed a PathTag design contest to the board. The PathTags will be used as a fund raiser.


UNFINISHED BUSINESS

1. Bylaws and Standing Rules Revisions

Article III - Board of Directors
Old
Section 2. Term of Office
Members of the Board shall serve a three-year term, unless serving as a member of the Executive Committee (See Article V, Section 2) or Founding Board (see Article III, Section 3). Upon completion of the term, a member of the Board shall not be eligible for re-election as a Board member until one full year has elapsed.
Revision
Section 2. Term of Office
Members of the Board shall serve a three-year term with the following exceptions. If the outgoing President has served three years, he or she can serve a fourth year on the Board as the Immediate Past President. The Website Manager and Treasurer are exempted from the three year limitation due to the unique qualifications for these positions. Upon completion of the term, a member of the Board shall not be eligible for re-election as a Board member until one full year has elapsed, unless that member was selected to fill a board vacancy with a term of less than a year (See Section 3).
Old
Section 3. Selection of Board Members
The Board shall consist of nine voting positions. Open or vacated Board positions shall be filled by way of election by the membership of ArkGeo. For these elections, the Board will offer a slate of candidates, to which nominees may be added by members. (See “Nominations” below).
Founding Board. Upon ratification of these Bylaws, the current ArkGeo Steering Committee shall become members of the Board of Directors. Additional Board members shall be elected by the membership so as to fill the nine positions. Of the five former Steering Committee members, three will serve one-year terms and two will serve two-year terms. Of the four elected Board members, three will serve three-year terms and one will serve a two-year term. Lots will be drawn to determine which Founding Board members will receive which terms.
Eligibility. Any member of ArkGeo (see Article II, Section 2), who has been a voting member of ArkGeo for a minimum of one (1) year as of the date nominations close will be eligible to run for a Board position.
Nominations. In addition to the slate of candidates offered by the Board, members may submit nominations for Board positions. If an individual is nominated by two or more members and if willing, such individual will be considered a candidate for a Board position. Nominations will be finalized at least one month prior to each election. A list of candidates shall be emailed to members and published on the web site prior to the election.
Election. Members (see Article II, Section 2) shall be notified at least two days prior to the beginning of the voting period. Voting will take place on the ArkGeo website and will remain open from the first day of the designated month until midnight on the final day of that month. All members will have one (1) vote for each available Board position. For example, if there are three (3) Board positions available, each member will receive three (3) votes. Duplicate votes for the same candidate by a member will discarded. Election to the Board will be determined by the candidate(s) receiving the most total votes. Elections may take place electronically to allow all ArkGeo members to participate. In the event of a tie, the Board of Directors will serve as tiebreaker.
The President of the Executive Committee shall serve as Chair for the Board.
Revision
Section 3. Selection of Board Members
The Board shall consist of nine voting positions. Open or vacated Board positions at the time of the annual election shall be filled by way of election by the membership of ArkGeo. For these elections, the Board will offer a slate of candidates, to which nominees may be added by members. (See “Nominations” below).
Founding Board. Upon ratification of these Bylaws, the current ArkGeo Steering Committee shall become members of the Board of Directors. Additional Board members shall be elected by the membership so as to fill the nine positions. Of the five former Steering Committee members, three will serve one-year terms and two will serve two-year terms. Of the four elected Board members, three will serve three-year terms and one will serve a two-year term. Lots will be drawn to determine which Founding Board members will receive which terms.
Eligibility. Any member of ArkGeo (see Article II, Section 2), who has been a voting member of ArkGeo for a minimum of one (1) year as of the date nominations close and is a current resident of Arkansas will be eligible to run for a Board position with the following exception. Immediate family members of board members that will be, or could be, on the board following the current election are not eligible to run. Immediate family members are defined as spouse, parent, child or sibling.
Nominations. In addition to the slate of candidates offered by the Board, members may submit nominations for Board positions. If an individual is nominated by two or more members and if willing, such individual will be considered a candidate for a Board position. Nominations will be finalized at least one month prior to each election. A list of candidates shall be emailed to members and published on the web site prior to the election.
Election. Members (see Article II, Section 2) shall be notified at least two days prior to the beginning of the voting period. Voting will take place on the ArkGeo website and will remain open from the first day of the designated month until midnight on the final day of that month. All members will have one (1) vote for each available Board position. For example, if there are three (3) Board positions available, each member will receive three (3) votes. Duplicate votes for the same candidate by a member will discarded. Election to the Board will be determined by the candidate(s) receiving the most total votes. Elections may take place electronically to allow all ArkGeo members to participate. In the event of a tie, the Board of Directors will serve as tiebreaker.
Vacancies. If a vacancy occurs on the Board within six months of the close of the last election the position will be filled by the non-elected candidate who received the most votes in the previous election. This person will complete the term of the vacated position. If a vacancy occurs more than six months from the close of the last election, or there are no non-elected candidates from the last election, the position will remain open until the next election.
The President of the Executive Committee shall serve as Chair for the Board.
Article V - Officers
Old
Section 1. Officers
Under the umbrella of the Board of Directors, ArkGeo will have an Executive Committee (see Article VI, Section 5) consisting of an Immediate Past President, a President, an Executive Vice President, and a Secretary/Treasurer. In addition, ArkGeo will have a Website Manager. The officers shall perform their duties as prescribed by these bylaws and by the parliamentary authority adopted by ArkGeo.
Revised
Section 1. Officers
Under the umbrella of the Board of Directors, ArkGeo will have an Executive Committee (see Article VI, Section 5) consisting of an Immediate Past President, a President, an Executive Vice President, a Secretary and a Treasurer. In addition, ArkGeo will have a Website Manager. The officers shall perform their duties as prescribed by these bylaws and by the parliamentary authority adopted by ArkGeo.
Old
The Executive Vice-President Shall:
Perform the duties of President in his/her absence.
Make arrangements for scheduling meeting dates and locations.
Assist the President, the Board, and ArkGeo in duties as requested.
Become familiar with state and federal regulations in order to advise ArkGeo on the established legal parameters.
Ensure all activities including normal operations and fund raising ventures are performed in compliance with all applicable laws.
Work with the Secretary/Treasurer to complete and submit forms and other such media that are necessary to remain in compliance.
Work with the Treasurer to complete and file all taxes and tax forms as necessary to remain in compliance.
Revised
The Executive Vice-President Shall:
• Perform the duties of President in his/her absence.
• Make arrangements for scheduling meeting dates and locations.
• Assist the President, the Board, and ArkGeo in duties as requested.
• Become familiar with state and federal regulations in order to advise ArkGeo on the established legal parameters.
• Ensure all activities including normal operations and fund raising ventures are performed in compliance with all applicable laws.
• Work with the Secretary and to complete and submit forms and other such media that are necessary to remain in compliance.
• Work with the Treasurer to complete and file all taxes and tax forms as necessary to remain in compliance.
Old
The Secretary/Treasurer Shall:
Be responsible for all income and expenses.
Keep accurate financial records.
Make timely deposits of all monies received.
Pay duly authorized expenses.
Make available financial records to ArkGeo for inspection and audit.
Make an annual report to the members at the annual meeting.
Recommend a budget to the Board of Directors.
Make sure all taxes are filed.
Record minutes of all meetings.
Maintain a file of legal documents and licenses of ArkGeo, past minutes, newsletter archives and other official documents.
Record and receive all copies of contracts and agreements consummated by ArkGeo.
Provide written notice of the date, time, and location of meetings to the membership at least two weeks prior to the meetings, including, as needed, notice of elections to fill vacancies of the Executive Committee.
Maintain a list of active members, officers, and committee members.
Conduct and respond to correspondence as required.
Revised
The Treasurer Shall:
• Be responsible for all income and expenses.
• Keep accurate financial records.
• Make timely deposits of all monies received.
• Pay duly authorized expenses.
• Make available financial records to ArkGeo for inspection and audit.
• Make an annual report to the members at the annual meeting.
• Recommend a budget to the Board of Directors.
• Make sure all taxes are filed.
The Secretary Shall:
• Record minutes of all meetings.
• Maintain a file of legal documents and licenses of ArkGeo, past minutes, newsletter archives and other official documents.
• Record and receive all copies of contracts and agreements consummated by ArkGeo.
• Provide written notice of the date, time, and location of meetings to the membership at least two weeks prior to the meetings, including, as needed, notice of elections to fill vacancies of the Executive Committee.
• Maintain a list of active members, officers, and committee members.
• Conduct and respond to correspondence as required.
Old
Section 2. Terms of Office
Members of the Executive Committee shall serve a one-year term per office. With the exception of Secretary/Treasurer and Website Manager, members may not be re-elected to a particular office in the course of their current term as Board member. At the discretion of the Board, the Immediate Past President will normally be succeeded by the President, and the President will normally be succeeded by the Executive Vice-President.
Revised
Section 2. Terms of Office
Members of the Executive Committee shall serve a one-year term per office. With the exception of Treasurer and Website Manager, members may not be re-elected to a particular office in the course of their current term as Board member. At the discretion of the Board, the Immediate Past President will normally be succeeded by the President, and the President will normally be succeeded by the Executive Vice-President.
Article VI – Committees
Old
Selection of Committees. With the exception of the Executive Committee, who shall be selected by the Board (see Article V, Section 3), any member of ArkGeo may volunteer for a committee. The member will apply to the Election Committee (see Section 3), who will then present the candidate to the Executive Committee for approval.
Revised
Selection of Committees. With the exception of the Executive Committee, who shall be selected by the Board (see Article V, Section 3), any member of ArkGeo may volunteer for a committee. The Committee Chair will maintain a list of committee members and will approve new committee members.

Old
Article VII - Allocation of Funds
The approval of the Board is necessary for the allocation of funds over one hundred dollars ($100) for any purpose. The Executive Committee may allocate funds up to and including one hundred dollars ($100) without seeking Board approval.
Revised
Article VII - Funds and Merchandise
The approval of the Board is necessary for the allocation of funds over one hundred dollars ($100) for any purpose. The Executive Committee may allocate funds up to and including one hundred dollars ($100) without seeking Board approval. All withdrawals from the ArkGeo bank account shall have prior approval in writing of both the President and Treasurer before the withdrawal is made. Approval may be via email.
The Executive Vice President will be perform a review of ArkGeo financial records for the prior twelve months ending on May 1, and current inventory of ArkGeo merchandise, in conjunction with the annual General Membership Meeting. The financial records and inventory will be posted to the ArkGeo forums one week prior to the annual meeting, and printed copies will be made available at the meeting.
Standing Rules Revisions
MEETINGS
• Board meetings will typically be held on the second Friday of the months of January, April, July, and October.
• In an effort to provide timely communication to the membership, a draft of the Board meeting minutes will be provided to the Board within one week following the date of the meeting. There will be a one-week period in which the Board may make corrections to the draft minutes. At the end of this one-week period, minutes will be approved as they read and will be posted to the web site by the Secretary.
• Members who wish to address the Board may do so at regularly scheduled Board meetings. Members should contact the President or Secretary to reserve a place on the agenda at least two weeks prior to the meeting. Member speeches will occur before the business session starts and will be limited to 10 minutes.
FUNDS
• ArkGeo will only contribute to member-hosted CITO events that are held in Arkansas by members who voted in the last election. Members who would like ArkGeo to consider hosting other types of events should contact the Events Committee.
• The ArkGeo bank account will be setup so that no withdrawals can be made without a signature from the Treasurer or President. See bylaws.
• The ArkGeo bank account number will not be given to anyone except the Treasurer and the President.
• Printed copies of the Treasurer report will be made available at the annual meeting.
ELECTIONS
• The Election Committee will notify all candidates of election results within two days of the close of the election and post election results to the web site within one week of the close of the election. These results will include all candidates names (real name and ArkGeo username), the percentage of people who voted for each candidate, and the total number of votes cast.
OTHER
• Each outgoing officer will provide training and/or guidance to their successor at the end of their term. Any pertinent documents will be handed over to the successors.
MOTION by Les Williams to accept the bylaws and Standing Rules revisions. Second by Linda Tredway. Motion carried.

2. Communication – Communicate!

3. PathTag Design Contest – Need design entries

NEW BUSINESS

1. Election of Officers for next year

Immediate Past President – Morgan O’Neal
President – Rich Swanson
Vice President – Les Williams
Secretary – Linda Tredway
Treasurer – Sharon Simmons
There will be two openings on the board next year.

2. Rotation of Board Meetings

January Board meeting in Clarksville and other board meetings in Conway at UCA.

Next board meeting – April 10, 2015
Following board meeting – July 10, 2015 (Joint Meeting of New/Old Board Members)

Adjourn

[OldRiverRunner]

Thanks to the Board for the on-time posting of these minutes! Good job!

And thanks for addressing the revision of the Bylaws and Standing Rules, as it was needed. Again, good job!

Finally, with regard to the revision of the Bylaws, it now states,

The Website Manager and Treasurer are exempted from the three year limitation due to the unique qualifications for these positions.

I understand how the Website Manager position has unique qualifications, but what specifically are the unique qualifications (knowledge/skills) that are required for the Treasurer's position, that would exempt that position from a term limit? I don't see these defined anywhere, so how do we know that we have the right person in the job now or will have in the future?

This is not intended to be a slam at Judy or Sharon, so please don't take it that way. It is just a question. Personally, I don't see what "unique qualifications" are required for this position, as most adults I know can balance a checkbook. So, obviously, there is more to the job than I can see. That being the case, the qualifications need to be spelled out somewhere, so that the ArkGeo Board always makes sure it has the right qualified person in the position. And I am asking about specific qualifications, not duties/responsibilities of the position. These are two entirely different things.

[Savoy]

I'm not sure I'm the right one to answer this question since I'm the 'new guy' on the board. But from what I can remember (I was taking in a lot at the time as you can imagine), we asked the same question you did. So I think it's a good one - thanks for bringing it up!

It seems self evident that "webmaster" has qualifications (competencies) that are required by the job that make it a role that we would keep on the board outside of the term limits set for other members. We haven't listed them specifically because they change along with the technology. I don't think it would be a bad idea to do it at some point, but these would be a listing of behaviors and attitudes - not tasks that would become outdated with version 5.0.x of whatever....

We talked about the treasurer position in the same regard. Does this position have unique qualifications and competencies? After some discussion we decided that it does.

The role of treasurer is much more than keeping track of a balance book. Luckily, a few of us on this board have served some time on other boards and seen this play out. It's not unusual to keep this position rolling over the other terms from what I have experienced elsewhere.

I'll try to name a few skills/abilities/attitudes (finally to answer your question):

• They have a passion and willingness to serve in the position.
• They have knowledge of banking instruments and procedures.
• They have knowledge of online banking software.
• They have analytical, organizational, and interpersonal skills.
• They have spreadsheet skills.
• They have excellent collaboration, verbal and written communication skills.
• They are able to break down financial problems into meaningful parts and come to rational and well-thought out conclusions and can communicate the same to the board and its membership.
• They have demonstrated project management skills.
• They are able to pay attention to detail and accuracy.
• They can track and manage inventory.
• They are willing to adapt quickly to quick changes in direction by the board and its membership.
• They are internally motivated to seek out answers, generate ideas, and develop new skills.
• They are repositories for organizational memory related to finance.

I think the other thing to remember is that in the case of treasure and the webmaster, they serve at the leisure of the board/membership. If for some reason one of these positions weren't executed to the standards of the board/membership, it's a simple meeting/vote to make a change.

Anyway, I hope some of that helps. I'm sure someone more knowledgeable (and better at note taking skills) will reply to this as well.

Les/Savoy

[jclaudii]

I think Les nailed it, but I don't think we have it "documented" to these specific standards. This can be amended at the next meeting perhaps to have it as a guideline or questionnaire for a new Treasure and Web Master. I get where your coming from Orr and if we passed on a great candidate we better have some good reasons as to why the board passed on that individual. I think most folks can balance a checkbook, but can they do it for our organization. Even if they say they have no experience, there can be some guidance and help in this person performing these duties.

[likestocanoe]

Savory, you covered those concerns so well. We did discuss this in detail and made the decisions we made in what we feel is the best interest of ArkGeo as a whole. I could never have said it as well as you did. Thank you.

[guwisti]

I would like to once again remind the board, that when we were allowed to hold our annual event last year at the Spring Hill Corps Campground area for free, it was in exchange for ArkGeo holding a CITO there. That CITO to repay a debt has not been scheduled yet and I do not see it on the list of upcoming CITOS for the organization. I think it reflects poorly not only on the organization, but on all geocachers that we have not yet held this CITO for an event that took place in June 2014. It could strain area geocachers' relationship with the campground/park area. Is this CITO in the works? Has anyone from the board talked to the park to explain the delay? If I have missed this in the minutes, I apologize.

[Flyfishingcachers]

I am usually totally wrong, but wouldn't the CITO come from the events committee?

[guwisti]

I am usually totally wrong, but wouldn't the CITO come from the events committee?

Yes, but the Events Committee also falls under the Board. I was addressing it here because under Goal 4 (which is a Board goal), "Hold 4 CITO events by 6/15/15". It mentions 3 have been held, with the 4th to be during annual event and no mention of the CITO we still need to hold in regards to last year's event.

I'll bring this up with the events committee as well, of which I belong. But I want to make sure that the board is aware and involved with something we owe. I know every year, it is pushed upon the events committee to find places that are free or cheap. Because of that, a deal was made with the campground for free services to ArkGeo in exchange for a CITO to be held there. The idea was that all membership of ArkGeo would help out with this CITO and that it would not just fall upon local geocachers to hold the CITO. I would just like to see it happen so that the debt is settled. I do not want the area geocachers, many of which have caches placed in this campground/park, to face repercussions from this.

[likestocanoe]

Thank you for the reminder about the CITO. I had completely forgotten. Jason, what does the Events Committee need to do about this?

[guwisti]

Thank You Sandy!