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ERML SPORTSMEN’S FOUNDATION, INC. MINUTES

March 31, 2018

I. CALL TO ORDER. President Conaghan called the meeting to order at 2:06 PM at a private home location. He led the Pledge of Allegiance to the Flag; Introduced Guests; Announced all BOD Member present, constituting a quorum, and had the Agenda approved as presented.

II. INSTALLATION OF PRESIDENT FOR 2018. President Conaghan turned the ERML Sportsmen’s Foundation, Inc.’s Presidency over to President-Elect J. Michael Roberts. President Roberts thanks Barney Conaghan for his good work after moving up from Vice President to President when President Jeffrey Clites resigned during mid-year. He also indicated that he would enjoy working with VP Conaghan if he is elected later in the Meeting.

PARLIAMENTARY INQUIRY: Director Dandridge questioned whether President Roberts could hold the Presidency of both the ERGC and The Foundation Corporations after taking over The Foundation’s Presidency on March 31, 2018 while holding the Presidency of the ERGC until May 1, 2018 when the new ERGC President would be installed. Parliamentarian answered: “The Foundation Corporation By-laws do not address this issue, nor does Roberts Rules of Order. However, Corporation Policy and Procedures Manual does: “The Foundation’s Elected Officers will be installed at this meeting.” Whether President Roberts will be allowed to continue as ERGC’s President after being installed today as The Foundation’s President is a decision for the ERGC Board, not this Foundation’s BOD. Discussion continued in regard to an unwritten but standing protocol indicating that a member may not serve on both corporation BODs at the same time for yearly period. President Roberts indicated that he does not ever authorize automatic expenditures except for petty cash items without securing BOD approval. President Roberts asked for a final ruling from Parliamentarian to move this discussion forward. Parliamentarian announced, “This Corporation’s President is being installed today. ERGC will make its determination in three days as to whether J. Michael Roberts continues as its President. Then, BOD agreed by acclamation votes as follows: 1) Sentence be added to The Foundation’s By-laws under Election Section to read: A Member may not serve on both the ERGC and The Foundation BODs at the same time for longer than a 45-day time period in order to accommodate the difference in ERGC/The Foundation’s installation dates for elected officials. And, 2) President holding both Corporation’s Presidency positions at the same time will not automatically approve spending of more than $20.00 for petty cash transactions during this 45-day time frame without securing appropriate BOD spending approval.

III. OFFICER REPORTS.

A. MINUTES—MCDANIEL. Secretary McDaniel announced that the previous BOD Meeting Minutes were approved as submitted via E-mail—Vote was 6 ayes, 1 no and 1 abstain. Will be certified and filed.

B. CORRESPONDENCE—MCDANIEL. Secretary McDaniel informed the BOD Members that those items approved via E-mail since the last BOD Meeting needed to be “ratified” for inclusion in the Corporation Minutes for this date. Items ratified as follows:

1) Accepted resignation of President Jeff Clites.

2) Approved Vice President Barney Conaghan moving up from Vice President to President of the ERML Sportsmen’s Foundation, Inc.

3) Approved leaving the position of Vice President vacant until the first meeting of the 2018 year.

4) Approved setting up an “Education Fund in the amount of $500.00” to be automatically replenished as receipts submitted to Treasurer.

5) Approved payment of $1,050.00 as ½ of set-up fee/first year’s use-space for The Foundation on the ERGC Web Site. Acknowledged that space-utilized fee will be billed for payment each October. Cost should have been considerably less; however, The Foundation’s President had obligated Corporation to pay ½ of set-up costs at an ERGC Meeting. It was approved by acclamation vote: That no member of the Corporation BOD shall incur financial obligations/commitments for the Corporation without prior authorization, unless for petty cash items or funds already obligated. This item to be added to The Foundation’s Documents.

6) Approved “Treasurer having completed Forms necessary for The Foundation to be exempt from local Sales Tax on Purchases.

7) Approved Range 2 Improvements as requested by the ERGC for completion at a time frame/costs approved by the ERGC BOD. (Improvement request attached)

8) Approved Educational Director Leveron to reestablish the Internet program “Constant Contact” which allows CCW class students to enroll at a cost of $459.00. (Program closed without authorization by BOD former Education Director O’Neal after he was removed from The Foundation’s BOD.)

9) Approved resignation of Education Director Larry Leveron.

10) Approved Luis Jimenez at Education Director.

11) Approved reimbursement of $651.88 to previous Education Director Larry Leveron for materials/supplies purchased. Purchased items turned over by Director Leveron have been itemized, and they are now located in the CCW connex at the Range.

* Director McDaniel asked about the status of donated educational firearms on hand for use as of this date. Ten-22 pistols were donated. One is unaccounted for as of this date. (It was established that current BOD Director Byron is not responsible for this missing firearm.) 3 rifles are, also, on hand.

12) Approved Treasurer Dandridge’s completion of forms required for The Foundation to be exempt from local Sales Tax.

13) Approved request from ERGC to purchase a Heartline 360P AED Defibrillator for Range use at a cost of $1,057.69. (The Foundation will purchase and be reimbursed by the ERGC—This will save the ERGC paying sales tax. Equipment has been ordered.) A class will be scheduled soon to instruct Range RSOs on proper usage.)

14) Approved the refurbishing of a Range golf cart to house the defibrillator for quick delivery across entire range when needed. (Cost to be approximately $300.00.)

15) Approved the use of the Internet Program STRIPE for enrolling CCW students to replace the program CONSTANT CONTACT. Web Master Melinda Hansen agreed to secure and forward details involved in Stripe Program to President, Secretary and Treasurer. (It is basically like a charge card whereby the Program charges a small fee at the time of usage; and, then, places remainder of funds from student into The Foundation’s Account. Both the ERGC and The Foundation has accounts under this Program; negating co-mingling of funds.)

C. PARLIAMENTARY INQUIRY FROM DIRECTOR BYRON AS TO WHY MOTIONS MADE VIA E-MAIL HAD NOT BEEN ADDRESSED. After an official explanation by the Parliamentarian relating to proper procedures as to process whereby “a discussion” and “a motion” are brought forward to BOD by the President, it was accepted by acclamation vote: That in the future each BOD Member would begin e-mail input to other BOD Members by stating whether the issue is for collecting information/establishing the “will” of the BOD; or, is an official action item by stating that a motion is being brought forward for discussion/vote…If the latter, President will accept motion, ask for second, restate motion and second and call for discussion toward a vote. Motion carried.

D. DONATIONS/CHARITABLE CONTRIBUTIONS TO THE FOUNDATION. Several years ago, Director Miller had secured from Escambia County a permit to use tire bales for construction when beginning Ranges 6 and 7. (Copy of permit letter attached.) Anthony Claxton of Red Line Tire Company donated 500 tires to be used on the Range Berms Director Byron asked about: 1) Construction of a form thank-you letter; and 2) Which BOD Members should sign letters.. Motion made, seconded: That a “Thank- You Letter” be sent to him as prepared by Director Byron in the amount of $2,000.00--$4 per tire—and signed by President Roberts. Motion carried. Motion made, seconded: That ‘Thank-You Letters” be drafted by any BOD Member receiving donation or contributions and forwarded to President Roberts for execution and mailing. Motion carried. (President Roberts has a template of The Foundation’s Letterhead for use when drafting “Thank-You Letters.” Copy to be sent to all BOD Members.)

E. BOD CORRESPONDENCE VIA E-MAIL. It was decided by acclamation vote: E-mail communications relating to Foundation Business shall be forwarded to ALL BOD members.

D. TREASURER’S REPORT.

*Balance on hand is $5,582.16. Amazon Smile Program on Internet as setup by former BOD Member Terry Byron has brought in $87.47. Income so far this year from CCW Classes is $2,471.07. There is a $752.54 difference between items purchased for the ERGC in the amount of $53,580.56 while reimbursements to the Foundation is only $52,828.00. It was accepted by Acclamation Vote: Treasurer Holscher is to research where this discrepancy occurred. If it is owed to the Foundation, he is to bill the ERGC. Once discovered, He is to notify the BOD of which transaction resulted in $ difference.

*CCW scheduling Internet Program CONSTANT CONTACT is no longer being used. It was moved, seconded: That Treasurer Holscher contact former Education Director Larry Leveron to secure admin info required for cancelling this Program and seek the recovery of any potential costs paid and unused. Motion carried.

*TAX BILL FOR RANGE IMPROVEMENTS FROM COUNTY. Issue discussed, and it was acknowledged that The Foundation will not be required to pay the Range tax bill on Improvements as proposed by the County because: 1) Its Range/improvements has a negative dollar valuation due to an 8 million-dollar clean-up cost which would be in place if The Foundation’s Best Management Practices ceased and The Foundation closed the Range. And 2) County deeded land for Range to The Foundation with the stipulation that there would be no taxable value as The Foundation is an IRS designated 501 (c)(3) Corporation as long as it made $250,000.00 in improvements within ten years after securing the Title. A final determination letter was not received. However, Director Dandridge informed the BOD that in order to maintain this non-tax status, The Corporation must submit a yearly County Ad-Valorem Tax Form V12-0425-30 before September 1st each year. BOD thanked Directors Miller, Dandridge and Byron for preparation and presentation of extensive documents to County officials which resulted in the tax bill being negated.

*Treasurer Robert Dandridge resigned after presenting the Treasurer’s Report. BOD accepted his Resignation by an Acclamation Vote.

IV. NEW BUSINESS:

1)ELECTION TO FILL VACANCIES EXISTING IN THE BOD.

A. Vice President Position. Former President Barney Conaghan was presented for the position. Motion made, seconded: That Barney Conaghan be elected as The Foundation’s Vice President for 2018-2019. Motion carried.

B. Treasurer Position. Two candidates were properly nominated for the vacant Treasurer Position, Terry Byron and Richard Holscher. Each presented Resumes. Motion made, seconded: Election be by secret ballot. Motion carried. Richard Holscher was elected as The Foundation’s Treasurer for 2018-2019.

2)RESTRUCTURE OF EXISTING BOD POSITIONS.

A. Motion made, seconded: That Robert Dandridge be elected as Corporation’s Registered Agent for 2018-2019. Motion carried.

B. Motion made, seconded: That Corporation’s BOD Position Construction/EPA Directorship be changed to Environmental and Range Engineer, and that Charlie Miller be elected to this position as he holds Engineering Degrees in both areas. Motion carried.

C. Motion made, seconded: That Corporation’s BOD Position Range Manager Directorship be renamed to Range Master and that Perry Byron be elected to this position. Motion carried.

3) ELECTION OF BOD PARLIAMENTARIAN. President Roberts presented Max McDaniel as a candidate for The Foundation's 2018 Parliamentarian. Motion made, seconded: That Max McDaniel be approved as The Foundation's BOD Parliamentarian for 2018. Motion carried.

4) APPOINTMENT OF BOD COMMITTEES FOR 2018. President Roberts announced that he would appoint all Committee Members by the next BOD meeting in June. He is awaiting the acceptance of a Memorandum Of Understanding (MOU) by both the ERGC BOD.

5) MEMORANDUM OF UNDERSTANDING BETWEEN ERGC AND THE FOUNDATION. Guest, MOU Committee Member and ERGC Web Master Melinda Hansen presented a MOU template. Discussion took place. Motion made, seconded: To change wording in the Section: An Overview of the Areas of Convergence, #5 Fees. as follows: A. Fees collected at Range to be distributed to the Foundation: Range Fees, Discipline Fees; Additional fees may be added at a later date. B. Fees collected at Range to be distributed to the ERGC: Membership Fees, Guest Fees, Store Sales; Additional fees may be added at a later date. Motion carried. Motion made, seconded: That a C section be added to #5 to read: A contract shall be executed with any discipline/entity desiring to utilize the Range. Motion carried. (MOU with changes attached.) President Roberts was requested, by Acclamation Vote: To send this document over to the ERGC BOD for presentation and consideration as soon as possible.

*During the MOU discussion it was pointed out that the IDPA Discipline had not paid its Range Discipline Fees for approximately two years. President Roberts announced that the ERGC BOD had requested the IDPA Match Director Mike Robinette come before the ERGC BOD at the April 3, 2018 meeting to discuss this debt and provide a payment schedule for updating Discipline fees past-due. These fees when collected are to be transferred from the ERGC to The Foundation as Discipline Fees belong to The Foundation.

6) OTHER ACTIONS TAKEN BY BOD:

A. Motion made, seconded: Even if a BOD Member holds two BOD positions, Member will be granted only one vote on issues coming before the BOD, and this item to be addressed in the Policy and Procedures Manual. Motion carried.

B, Motion made, seconded: Treasurer Holscher to purchase a new accounting system—QUICKEN—at a cost not to exceed $200.00. Motion carried.

C. Motion made, seconded: That the ERML Sportsmen's Foundation agrees to pursue the purchase of the 40-acres belonging to the Estes Trust located behind the Range. Motion carried. After discussion a motion was made, seconded:
That The Foundation agree to pledge the Range property as collateral to investors willing to invest at least $10,000.00 each for a period of 10 years at a 5% interest rate-of- return if the ERGC cannot provide the total purchase price. Motion carried. As a result of these discussions, a motion was made, seconded: That Director McDaniel contact appraiser John Priller, if available, or another appraiser if he is not, and order an appraisal of the 40-acres owned by the Estes Trust located behind the Range at a cost not to exceed $650.00; and, that Director Byron meet Appraiser on the Range for the inspection. Motion carried.

D. Memorial Monument Inside Range. Motion made, seconded: That the memorial monument design previously and approved by The Foundation be erected on Range to house individual memorial plaques as soon as can be completed. President Roberts to oversee construction and report back to the BOD on progress at the next meeting. Motion carried.

E. Range Sign at corner of Rocky Branch Road and dirt road leading toward Range. As this sign needs replacing, it was moved, seconded: That the Range Master replace the Sign at the junction of Rocky Branch Road and the entrance road leading to the Range with a 4’x4’ sign which reads in large letters: 1st Line--ERGC Range; 2nd Line--Phone number; and in smaller letters on a 3rd line: “Range provided by THE ERML SPORTSMEN’S FOUNDATION, INC.” Motion passed.

F. Corporate Business Cards. BOD discussed the need for Corporate business cards. Motion made, seconded: That The Foundation pay for business cards for The Corporation's President and Educational Director. Motion carried.

G. Signers for the Corporation’s Checking account: Motion made, seconded: President J. Michael Roberts and Treasurer Richard Holscher to be the signers on the ERMLSportsmen’s Foundation, Inc.’s checking account. Motion carried.

H. Update of Corporate Documents. Directed by Acclamation Vote: Secretary McDaniel to forward to all BOD Members copies of Corporation’s By-laws and Policy and Procedures Manual.

I. Accepted by Acclamation Vote: THAT ALL DIRECTORS CHECK E-MAIL ACCOUNTS ON A DAILY BASIS IN SUPPORT OF FOUNDATION BUSINESS!

V. REPORTS BY OTHER BOD MEMBERS:

1) EDUCATIONAL DIRECTOR—JIMENEZ.

A. Issue of presenting a CCW class for public school teachers was discussed. Passed by Acclamation Vote: Educational Director Jimenez to continue to research feasibility of any classes which may be advisable for The Foundation to pursue in this school arena and report back to the BOD.

B. Director Conaghan led a discussion referencing classes which would bring awareness to Teachers/Individuals in general public involving “personal safety” but not involving firearms. Motion made, seconded: That Education Director research NRA offered/other curriculums like “Refuse to be a Victim” which is a 2-hour class The Foundation could offer, WITHIN ITS STATED GOALS so as to not incur non-stated income. Motion carried. (Such classes to be presented free for Public Relations.)

C. Director Jimenez informed the BOD that the books purchased by the former Educational Director Leveron has netted a profit of $65.00 with $25.00 retained as Petty Cash Fund for charge card costs, etc.