Minutes of Board of Directors’ Meeting 6/11/13

The June 11, 2013 meeting of the Parkwood Garden Club (PGC) Board of Directors was held at 471 W Parkwood Rd, Decatur, GA.  The meeting was called to order at 7:05 pm.  The following officers and committee chairs attended:  Christina Carter, Steve Elmore, Frances Finegan, Patti Paulino, Bob Stewart.

President’s Report – Frances Finegan

A.  Review of Fiduciary Responsibility.   Board members have the responsibility and the authority to act for the benefit of the corporation.  The PGC bylaws, §4.6(a), §5.2 and §5.3, give the Board members specific and general authority to manage the affairs of the PGC.  Frances encouraged any member who may disagree with a Board’s decision to acknowledge to neighbors, if asked, that although a member may disagree with the decision, the member does agree with the process of reaching decisions.  She also expressed her appreciation for a Board comprised of members willing to articulate differing viewpoints on the issues.

B.  Board Vacancies.

IAW §7.4 of our Bylaws, Frances appointed Joe Dicks as an At-Large Director to assist with utilizing our logo, Powl the owl, on PGC documents, clothing, flags, FB page, etc.

C. The Board adopted the previous Board’s policies, most approved 5/5/2013, with the following comments and revisions:

1)  Financial, Policy #5 regarding a $5,000 reserve.  The Board agreed to table the discussion as to whether this is a sufficient reserve and for which purposes the reserve is intended to fund.  OPEN ITEM.

2)  Communication

a)  #1.  Frances moves that we change the policy statement of “Confidential communications shall not be sent via e-mail.” to “Use discretion when sending potentially sensitive information via e-mail.”  Steve seconds.  Discussion:  Board members need flexibility in determining the information that should or should not be sent via e-mail. All approve.

b) Frances moves that we remove the “EMAIL/WEB” column from the “Communication Plan” below (9/10/2012 minutes).  Christina seconds.  Discussion:  Removing the fifth column clarifies the process of how information will be disseminated.  All approve.  ACTION ITEM:  Frances volunteered to publish a newsletter announcing new neighbors, new babies and other information some neighbors have indicated an interest in receiving.

TOPIC	OWNER	E-MAIL	WEBSITE	EMAIL/WEB	Facebook
Neighborhood crime	Crime Prevention (Civic)	X		X
Nearby crime	SAB	X		X
Party Invitation	Social Chair	X	X		X
Party Reminder	Social Chair	X	X		X
Bunco	Bunco Chair	X			X
Minutes of BOD Mtgs.	Secretary to Webmaster		X
Articles	Author, Webmaster		X	X
Lost Pet	PGC Board	X			X
Non-PGC Events	PGC Members			X	X
Park Workdays	PPC Chair	X	X		X
Membership Drive	Membership Chair	X	X		X
Annual Meeting	President	X	X		X
Emergency	PGC Board	X			X

c)  Frances moves that we password protect the PGC minutes posted to our website, www.parkwoodgardenclub.com ( 9/10/2012 minutes).  Bob seconds.  Discussion:  The corporation has a duty to provide information, some of which is considered sensitive, only to its members.  All approve.

d)  The Membership Committee Chair will maintain the official email list.  Each Committee Chair and/or Board Member will be responsible for sending his/her official emails to the PGC members.  CLOSED ITEM.

D.  Frances reported that Shuli Green has offered to provide pro bono legal assistance to the PGC.  Shuli reviewed our General Liability Insurance Policy and suggested we consider MedPay  (medical payments coverage) given the amount of work being done in the Park.  ACTION ITEM:  Frances to research the cost of MedPay coverage and report to the Board in August.

Frances moved that Shuli Green be appointed pro bono legal counsel per our bylaws, §6.6 – Special Committees.  Steve seconds.  All approve.

E.   PGC Website.  Members agree to remove the heading, “Crime” and to change

“Coyotes” to “ Wildlife”.  ACTION ITEM:  Frances to coordinate with Bryan for the changes.

Treasurer’s Report – Bob Stewart

See the attached budget showing we are spending as budgeted and in good fiscal shape.  Bob will continue to monitor the funds contributed to the SFC for the PGC.  ON-GOING.

Secretary’s Report – Christina Carter

Secretary of State Registration.  Our Annual Registration with the Secretary of State was filed timely in April.  However, given the new Board was elected in June, the PGC again filed its Annual Registration for an additional fee.  Thus, in the future, it may be cheaper to pay a penalty for the late filing of Annual Registration instead of filing the Annual Registration twice.

Christina moved that the PGC pay $30 to file a change of officers with the Secretary of State.  Patti seconds the motion.   All approve.

Membership Committee – Patti Paulino

1. Thank you to the Becks, Paulinos, Candlers and Gilmores for hosting our summer party.
2. The discussion regarding the use of PayPal for the payment of membership dues is to be continued.  OPEN ITEM.

Parkwood Park Committee (PPC) – Steve Elmore 

Steve reported on the activities of the PPC and provided an updated map of the Park’s trails. 

1. The South Fork Conservancy (SFC) agreed to modify its contract with the PGC as to the date when our annual update is due.  As of June 6, 2013, the SFC changed the date from April 1 to June 1 to coincide with our election of Board officers.  CLOSED ITEM.
2. Steve will get a detailed estimate for removing the dead and diseased trees identified on the attached document.  Frances mentioned the Board may need to raise money and/or spend reserve funds specifically for the removal of the trees and limbs.  OPEN ITEM.
3. The PPC continues to communicate with Ester Stokes, a landscape designer, about plans that would be unique to specific areas of the park depending on the amount of light, slope of the land, exposure to exhaust, etc.
4. Steve discussed the continuing challenge of getting enough volunteers to accomplish the work on our Park Work Days scheduled throughout the year.

Tentative Future PGC Meetings:

August 13

September 10                                                   January 14, 2014

October 8                                                         March 11, 2014

November 12                                                   May 13, 2014

Meeting adjourned at 9:28pm.  The next meeting is scheduled for August 13 at 7:00 p.m. at Frances’ home, 471 W. Parkwood Rd.