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09-07-04 Conrad Mansion MinutesCONRAD MANSION BOARD MINUTES September 7, 2004 Offices of Jordahl & Sliter Next Meeting: Tuesday, October 12, 2004 at 8 a.m. at location to be announced. Present: Rita Fitzsimmons, Ev Sliter, Mark Munsinger, Shirley Miller, Betty Norem, Rick Champoux and Tia Robbin CALL TO ORDER: Rita called the meeting to order at 8:03 a.m. The Board approved the August 17, 2004 minutes as presented. PRESIDENT'S REPORT: Rita reported that she has not yet seen the sandwich board advertising the Mansion as "Open" and "tours on the hour" displayed by the Woodland Avenue parking area. She will discuss this with Teri and encourage it to be used to advertise the Christmas Bazaar ticket sales. Rita reported that the MSU students were in town this past Labor Day Weekend, and spent time with our gardener, Jeff, reviewing the grounds. The Garden Rejuvenation Project is underway. Rita reported that she will know soon about the possible donation of the printing of the brochure. She'll report more at the next meeting. Rita asked that each Board member bring a list of 5-10 names of potential donors to the next Board meeting. Rita asked each Board member to thoughtfully consider who we would invite to a private gathering to be held in late November - early December with the definite intention of asking for donations. Rick asked the Board for input as to what the Board may want Rotary to undertake. It was discussed that there are several possibilities and the Board is open to Rotary's suggestions, too. Possibilities include a storage shed (built to be authentic or historically accurate), sidewalks possibly with the Rotary emblem and historical messages being placed in them, holding a Garden Rejuvenation Project fundraiser, etc. Rita mentioned that she has called the Mayor to discuss the need for a City representative on the Board to fill Gayle's position. L.A. BIBLER ENDOWMENT FUND: Rita turned the floor over to Treasurer Ev Sliter. Ev reported that Jim Johnson had contacted him and informed him that the Bibler Foundation had met and agreed to give the Mansion $50,000 on the condition that it is put into a permanent endowment fund, which would keep the corpus intact and allow the Mansion Board to use the interest. Ev conducted a thorough investigation into the Board's past minutes and endowment pursuits, and provided the current Board Minutes - September 2004 Page I Board with a history of the ideas the Board had in the past, and the decision that the Board should oversee the Endowment Fund, not create a separate endowment entity. Accordingly, Ev prepared a Resolution to be incorporated into our Board bylaws. A copy of the Resolution is attached to these minutes. Ev explained that the Conrad Mansion Board of Directors, Inc. is a 501(c)(3) corporation and acts as the umbrella under which we operate the Mansion, will oversee the LA Bibler Endowment Fund, an are pursuing the Garden Rejuvenation Project, which will provide us unrestricted funds for immediate use on the gardens. The Board unanimously adopted the Resolution entitled "Resolution re: L.A. Bibler Endowment Funds, September 1, 2004." Rita announced to the Board that we have received the resignation of Teri Florman as the Mansion Manager, to be effective after the Mansion Christmas Bazaar. Teri has volunteered and agreed to help train a new Manager. The current Assistant Manager, Chris Prior, has submitted his letter of interest for the Manager position and his resume. The Board held discussion concerning the best means to operate the Mansion in the immediate future and possibly through the winter season, and to conduct a search for Manager. It was moved and seconded to accept Teri's resignation, with thanks and gratitude for her many years of service and excellent leadership, and to be given a gift certificate in the amount of $100 to a local restaurant as a token of our appreciation. The Motion passed unanimously. Rita agreed to speak with Teri, and Tia agreed to get the gift certificate for Teri. It was moved and seconded to ask Chris Prior to remain in his current position of Assistant Manager until Teri leaves, and to tell Chris that it is our immediate intention to ask him to become the Interim Manager while the Board conducts a search for a Manager, and that his application will be considered for the position. At this time, the specifics concerning the Interim Manager position are not known or decided, but the Board will consider it and make him a formal offer for the Interim Position after our next Board meeting. The Motion passed. Rick agreed to discuss these items with Chris. Adjourned at 9:35 am. Respectfully Submitted by: - —1,/1 /V--i Tia R. Robbin, Secretary Tia's new contact information: Mailing address: 256 Dairy Drive Kalispell, MT 59901 Phone: 755-2144 (home) 250-9659 (cell/work) email: tiarobbin@centgWel.net Next Meeting: Tuesday, October 12, 2004 at S a.m. at location to be announced. Board Minutes - September 2004 Page 2 Conrad Mansion Directors, Inc. Resolution re L.A. Bibler Endowment Fund September 1, 2004 WHEREAS, the Conrad Mansion Directors, Inc. (hereinafter referred to as "Directors") at their duly convened meeting of their board of directors on January 15, 2002 moved to activate the previously dormant Conrad Mansion Heritage Foundation, Inc. (hereinafter referred to as "Heritage"), and recommended that Heritage designate a permanent endowment fund to be named the "L.A. Bibler Endowment Fund." WHEREAS, at the Director's duly convened Meeting of September 11, 2002 it was reported that the Conrad Mansion Heritage Foundation, Inc. Articles of Incorporation and By -Laws as previously adopted will not qualify under Internal Revenue Code Section 501 (c)(3) and it was decided to allow Heritage to lapse by not filing corporation annual reports with the Montana Secretary of State, and WHEREAS, it has been decided to not establish a separate corporate entity but rather establish a permanent endowment fund within Directors, and WHEREAS Directors have previously accepted gifts qualifying for the Montana Endowment Tax Credit; NOW THEREFORE, Directors hereby codify their previous intentions and to include the following in Director's By -Laws: L A permanent endowment fund as defined in 72-30-102(1) Montana Code Annotated shall be established. 2. The name of the permanent endowment fund shall be named "L.A. Bibler Endowment Fund 3. Management of endowment funds shall be subject to the provisions of 72-30-101 through and including 72-30-207 Revised Codes of Montana as they are amended from time to time. The main purpose of these By -Laws is to restrict the current expenditure of funds from the endowment fund to the earnings there from and to preserve the principal intact.