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Board Meeting #1
2010 July 9
Concordia University

Called to order at 12:15pm

Attendance
Drew Harrington, Chair
Betsy Wilson, Chair-elect
Dalia Corkrum, Past Chair
Chris Shaffer, Treasurer (FY11 & 12)
Karen Clay, Secretary (FY11 & 12)
Donna Reed, Member at Large (FY10 & 11)
Jay Starratt, Member at Large (FY10 & 11)
Vickie Hanawalt, Member at Large (FY11 & 12)
Jane Carlin, Member at Large (FY11 & 12)
John F. Helmer, Executive Director (ex officio)

Absent: none

Harrington welcomed members of the first Board of Directors of the Orbis Cascade Alliance.

Harrington noted that Articles of Incorporation were filed on July 1, 2010 and then reviewed the Memorandum of Action by Incorporator she signed prior to the Board meeting.

Harrington read the Memorandum of Action by Board of Directors, including the following resolutions:

1.    RESOLVED that the form of Bylaws attached hereto be, and they hereby are, adopted as the initial Bylaws of the corporation, subject to approval thereof by the Council.

2.    RESOLVED that the officers of the corporation be, and they hereby are, authorized to open such banking accounts for the corporation at such banking institutions as they, or any of them, may be necessary or appropriate, for drawing upon the signatures of such officers as they may designate.  The standard form of corporate banking resolutions furnished by such banks are hereby adopted, and the Secretary is authorized to certify such adoption.

3.    RESOLVED that the officers of the corporation be, and they hereby are, authorized and directed to file an application with the Internal Revenue Service for recognition of federal income tax exemption of the corporation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and to take all such further actions that they, or any of them, may deem necessary or appropriate in connection with such application.

4.    RESOLVED that the officers of the corporation be, and they hereby are, authorized and directed to comply with all the filing, registration, and other federal, state and local requirements applicable to public benefit corporations organized in the state of Oregon. 

5.    RESOLVED that the officers of the corporation be, and they hereby are, authorized to pay all expenses incurred in the organization of the corporation, including expenses incurred prior to the date of incorporation.

6.    RESOLVED that the officers of the corporation be, and they hereby are, authorized to take all such further actions as they, or any of them, may deem necessary or appropriate to complete the organization of the corporation.

VOTE: The Board voted unanimously in favor of adopting the resolutions and proceeded to sign a hard copy.

Helmer noted that no business would be conducted under the corporation until insurance is in place and indicated that Board meeting dates would be polled next week.

Adjourned at 12:30pm
Respectfully Submitted,
Karen Clay, Secretary