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Minutes of the Board Pacific Northwest District Kiwanis International August 15, 2008 Red Lion Kennewick, Washington Page 1 of 26 M I N U T E S Board of Directors Pacific Northwest District of Kiwanis International Ballroom 1, Red Lion Inn, Kennewick, Washington 15 August 2008 The meeting of the 2008-2009 Board was called to order at 3:24PM by PNW Governor-Elect, Wendy Falkowski. An invocation was offered by Lt Governor, The Reverend Joseph Connor. The singing of “America” and “O Canada” was led by Acting Secretary Michael Duffy. Michael Duffy, assisted by Marge Price, took a roll call of the 2008-2009 Board with the following results. (NOTE: Numbers refer to the Division Numbers of the Lt Governor’s respective constituencies …throughout the minutes. An “x” next to the number indicates attendance; a blank, absence.) 5 x William Lees 30 x Carl Vest 66 x Roald Berg 7 Bob Bissell 32 x Craig Koester 67 x Tracy McDonald 8 x Dick Mayer 34 x Marcia Jensen 68 x Roger Sprague 9 x Donna Kelso 36 x Kevin Buyer 70 x Clarence Kaufman 11 x Dave Evans 38 x Derek Valley 72 David Strom 13 Kathy McMahon 40 Marty Anderson 74 x Virginia Brooks 15 x Cliff Fletcher 42 Dennis Bird 76 x Rob Spooner 17 x Dennis Varga 44 x Ross Johnson 78 x Cindy Crowther 18 x Ron Currie 46 x Van Phillips 80 x Shirley Hopper 19 David Moffitt 48 x Kent Setty 82 x Claudell King 20 x Jerry Munson 50 84 x Robert Millard 20M x Mavis Betz 52 x Elaine Hensley AYN x Larry Baillon 21 Albert Dantico 54 x Jerry Greenfield AYS x Jim Heuttl 22 Larry Mervin 56 x Sandra Helms Governor x Wendy Falkowski 24 x Mike Servais 58 x Joe Seppinger Past Governor x Rich Jensen 26 x Joseph Connor 62 x Rob Munger Secretary 28 Harold Erland 64 x Jerry Hrabal Treasurer Governor-Elect Wendy introduced those seated at the frontGovernor Rich Jensen, Parliamentarian Marge Price and recommended Secretary Appointee, Michael Duffy. Past Governors in the room were noted to be Mayer, Emhoff, Lee, Saalfeld and Bryant. Governor Rich Jensen was introduced to offer a few remarks. (Included among them was, “Do the very best you can in that office”.)

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Page 1: M I N U T E S · 2009-02-02 · M I N U T E S Board of Directors Pacific Northwest District of Kiwanis International Ballroom 1, Red Lion Inn, Kennewick, Washington 15 August 2008

Minutes of the Board – Pacific Northwest District – Kiwanis International August 15, 2008 – Red Lion Kennewick, Washington

Page 1 of 26

M I N U T E S Board of Directors

Pacific Northwest District of Kiwanis International Ballroom 1, Red Lion Inn, Kennewick, Washington

15 August 2008 The meeting of the 2008-2009 Board was called to order at 3:24PM by PNW Governor-Elect, Wendy Falkowski. An invocation was offered by Lt Governor, The Reverend Joseph Connor. The singing of “America” and “O Canada” was led by Acting Secretary Michael Duffy. Michael Duffy, assisted by Marge Price, took a roll call of the 2008-2009 Board with the following results. (NOTE: Numbers refer to the Division Numbers of the Lt Governor’s respective constituencies …throughout the minutes. An “x” next to the number indicates attendance; a blank, absence.)

5 x William Lees

30 x Carl Vest

66 x Roald Berg 7

Bob Bissell

32 x Craig Koester

67 x Tracy McDonald

8 x Dick Mayer

34 x Marcia Jensen

68 x Roger Sprague 9 x Donna Kelso

36 x Kevin Buyer

70 x Clarence Kaufman

11 x Dave Evans

38 x Derek Valley

72

David Strom 13

Kathy McMahon

40

Marty Anderson

74 x Virginia Brooks

15 x Cliff Fletcher

42

Dennis Bird

76 x Rob Spooner 17 x Dennis Varga

44 x Ross Johnson

78 x Cindy Crowther

18 x Ron Currie

46 x Van Phillips

80 x Shirley Hopper 19

David Moffitt

48 x Kent Setty

82 x Claudell King

20 x Jerry Munson

50

84 x Robert Millard 20M x Mavis Betz

52 x Elaine Hensley

AYN x Larry Baillon

21

Albert Dantico

54 x Jerry Greenfield

AYS x Jim Heuttl 22

Larry Mervin

56 x Sandra Helms

Governor x Wendy Falkowski

24 x Mike Servais

58 x Joe Seppinger

Past Governor x Rich Jensen 26 x Joseph Connor

62 x Rob Munger

Secretary

28

Harold Erland

64 x Jerry Hrabal

Treasurer

Governor-Elect Wendy introduced those seated at the front—Governor Rich Jensen, Parliamentarian Marge Price and recommended Secretary Appointee, Michael Duffy. Past Governors in the room were noted to be Mayer, Emhoff, Lee, Saalfeld and Bryant. Governor Rich Jensen was introduced to offer a few remarks. (Included among them was, “Do the very best you can in that office”.)

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Minutes of the Board – Pacific Northwest District – Kiwanis International August 15, 2008 – Red Lion Kennewick, Washington

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Governor- Elect Wendy offered a few brief remarks. (Included among them were, “I do not want to spend my year fighting with the Board – but I will spend my year working with the Board to move forward. I do not want to spend my year being verbally abused – but I will spend my year showing respect to you and for your ideas.”) Parliamentarian Marge Price was introduced. (“You people need help.”) Marge cautioned against abusing the motion to limit debate and demonstrated proper form. She also advised the Board against using the term “Call for question” and similar other inappropriate procedural phrases Clarence Snodgrass offered the Finance and Fund Raising Committee report which included a balance sheet, budget spreadsheet (which are included in these minutes as scanned images on the pages that immediately follow) and a mention that the Committee met briefly yesterday.

(Balance Sheet and Budget follow.)

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Page 5: M I N U T E S · 2009-02-02 · M I N U T E S Board of Directors Pacific Northwest District of Kiwanis International Ballroom 1, Red Lion Inn, Kennewick, Washington 15 August 2008

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Page 6: M I N U T E S · 2009-02-02 · M I N U T E S Board of Directors Pacific Northwest District of Kiwanis International Ballroom 1, Red Lion Inn, Kennewick, Washington 15 August 2008

Minutes of the Board – Pacific Northwest District – Kiwanis International August 15, 2008 – Red Lion Kennewick, Washington

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Page 7: M I N U T E S · 2009-02-02 · M I N U T E S Board of Directors Pacific Northwest District of Kiwanis International Ballroom 1, Red Lion Inn, Kennewick, Washington 15 August 2008

Minutes of the Board – Pacific Northwest District – Kiwanis International August 15, 2008 – Red Lion Kennewick, Washington

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Page 8: M I N U T E S · 2009-02-02 · M I N U T E S Board of Directors Pacific Northwest District of Kiwanis International Ballroom 1, Red Lion Inn, Kennewick, Washington 15 August 2008

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Page 9: M I N U T E S · 2009-02-02 · M I N U T E S Board of Directors Pacific Northwest District of Kiwanis International Ballroom 1, Red Lion Inn, Kennewick, Washington 15 August 2008

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Page 10: M I N U T E S · 2009-02-02 · M I N U T E S Board of Directors Pacific Northwest District of Kiwanis International Ballroom 1, Red Lion Inn, Kennewick, Washington 15 August 2008

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Motion by 62 – Second by 26 Moved to adopt the budget subject to revisions made in accordance with earlier actions of the standing Board.

Motion by 20M – Second by 56 Moved to amend the budget by deducting $446 (four-hundred forty-six dollars) from line number 508. By standing vote of 19 in favor and 18 against, the amending motion carried.

By standing vote, there were 6 in favor, 27 against, and the motion failed. Motion by 8 – Second by 67 Moved to approve office expenses until such time as a revised budget is presented.

Motion by 70 – Second by 68 Motion to amend to include the expenses of the Tri K conference. By standing vote of 32 in favor and 3 against, the amending motion carried.

By standing vote of 32 in favor and 3 against, the main motion as amended, carried. Governor-Elect Wendy then ordered a five minute recess. Motion by 15 – Second by 82 Move to direct the Finance and Fund Raising Committee to report on the revised budget proposal two weeks before Tri-K in November. By standing vote of 33 in favor with no opposing votes shown, the motion carried. Agenda Item A -- Governor Elect Wendy Falkowski offered a correction to the printed list of proposed appointments and detailed two appointments that were to be corrected. Marion Bremner is appointed to serve as Short Term Strategic Planning Chair and Norm Olson is appointed to serve as Long Term Strategic Planning Chair.

(A copy of the agenda including the listing of appointments follows on the next two pages

as an inset scan.)

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Motion by 64 – Second by 78 Move to separate approvals of the Secretary and Treasurer appointments from the other appointments as listed (and as corrected with Governor-Elect Wendy’s previous remarks). By unanimous voice vote, the motion carried. Motion by 64 – Second by 62 Moved the Board accept PNW District Chairs as stated in the agenda. By standing vote of 36 in favor and with no voting in opposition, the motion carried. Motion by 64 – Second by 9 Move to not divide the duties of the District Office.

Motion by 64 – Second by 8 Move to close debate. By standing vote there were 26 in favor and 11 against. The required 2/3 majority to close debate was met (26 out of 39) and the motion carried.

By standing vote, the main motion received 25 votes in favor and 11 against and carried. Motion by 9 – Second by 64 Move to recommend to Governor Wendy that Cleve Parker be appointed to serve as Secretary and Treasurer. By standing vote, 26 were in favor and 9 against. The motion carried. Agenda Item B--Motion by 8 – Second by 66 Move to ratify the June 1, 2008 election of the 2008-2009 Lt Governor Class President –Lt Governor Dave Evans – Division 11. By unanimous voice vote, the motion carried. Agenda Item C -- Motion by 20M – Second by 26 Move to cover the expenses of the Lt Governor Training.

Motion by 8 – Second by 68 Move to postpone until entire revised budget is presented. By voice vote, the motion carried.

Agenda item D – Motion by 76 – Second by 20M Move to approve the signing officers item as listed on the agenda excepting to change under the “Depository of Funds Account” in parenthesis show, “(One signature required plus one other approval from among the listed District Officers is to be on file)”. By voice vote, the ayes had it and the motion carried.

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Motion by 66 – Second by 48—(Submitted in writing)

Move that any committee or other report that requires an action decision by the Board be presented in writing to the Board at least 45 days before such decision or action is requested. This requirement does not apply to reports that are informational only. Motion 70 – Second by 20M Move to strike “45” and insert “15”. Motion carried by voice vote. The amended main motion carried by voice vote with one voting in opposition.

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Motion by 11 – Second by 68 — (Submitted on handwritten note)

Move to amend Section 166 of the PNW Policies and Procedures titled “District Committee Management by the Governor” to insert the wording “No Member can be assigned, appointed or elected to any more than one office or District Chair in any year”. Motion by 15 – Second by 20M Move to refer to Administration Committee for further study. Motion carried by voice vote.

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Motion by 64 – Second by 54 – (Submitted in writing)

Move that a study committee of five current Lt Governors will be formed from the current board to investigate and make a recommendation to the standing board on developing fair, confidential, and objective employment practices, evaluation criteria, job description, policies, and handbook for the Executive Director and district employees and contractors. The committee shall present a written report and recommendation to the board at the 2008-2009 Mid Winter Board meeting. By a standing vote of 35 in favor and no standing in opposition, the motion carried. It was clarified that references to “current Lt Governors” and “current board” meant those of the 2008-2009 Board. Governor-Elect Wendy requested resume’s from interested Board members to assist her in selecting the committee members.

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Motion by Acting Secretary Michael Duffy – Second by 15 Move to refer to committee the matter of the Trustee Governance system discussed with the board of earlier today. Point of Order. The motion was ruled out of order due to the pending un-ratified status of the maker’s membership on the Board.

(Scanned copy of the maker’s written notes follows here.)

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Motion by 56 – Second by 15 Move to adopt the concept of Trustee Governance by assigning the following language for review and a report to the Board at Tri-K. Specifically, that language, (referring to Bylaws amendment recommendations), beginning with the words “ARTICLE V OFFICERS” and ending with the ARTICLE XI, Section 5 language.

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(NOTE: During the making of the motion, reference was made to the “pink sheet” document which had been distributed for the 2007-2008 Board that met earlier in the day. A scanned copy follows on the next two pages

of these minutes.)

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Motion by 68 -- Second by 15 Move to postpone until Medford Convention. Motion by 18 – Second by 54 Move to amend by striking ‘Medford Convention” and insert “Tri K Conference”.

An inconclusive voice vote was immediately retaken with a standing vote showing 16 in favor and 19 in opposition. The amending motion failed.

By standing vote, the motion to postpone failed by a vote of 13 in favor and 23 against. Motion by 48 – Second by 11 Move to amend by striking the word in the first sentence “adopt” and insert the word “research”. A unanimous voice vote indicated that the motion to amend carried. By standing vote the main motion carried with a vote of 32 in favor and 4 against. Governor-Elect Wendy Falkowski assigned the matter to Long Range Strategic Planning Chair Norm Olson who is expected to be assisted by Past Governor Bobbe Godwin and International Vice-President Sylvester Neal. Further information and/or a report is expected to be made available to the Board well in advance of the Tri K Conference. Motion by 68 – Seconded by …several voices, to adjourn. Without further adieu, Governor-Elect Wendy so ordered the adjournment at 6:17 PM. Respectfully submitted, Michael Duffy Acting Secretary Pacific Northwest District Kiwanis International