Special Board of Directors Meeting

December 13, 2005

 

In Attendance:

 

Nelsen Witt, President                         Division 1

Norman Fernandes, Director                           Division 6

Barbara Young, Director                                 Division 3

Roy Taylor, Director                                        Division 1

Mary Gilbert, Director                                      Division 4

Connie Abercrombie, Director             Division 4

 

Sandie Eckerson-Secretary/Treasurer

 

Absent:

Kevin MacPhee, Vice-President                      Division 7

Dawn Sudmeier, Corporate Secretary           Division 7

 

President Witt called the meeting to order at 4:05 PM and called roll call of Directors into record.

He then explained that the agenda had been shortened for various reasons and read what would be discussed at the meeting.

 

Minutes of November 19, 2005

 

President Witt explained why some of the meeting was not in the Minutes. Parts of the meeting were not understandable on the recording. He asked that members use the microphone system when addressing the board so the recorder could record them.

 

MSP

Barbara Young made a motion to approve the Minutes of November 19, 2005. Norman Fernandes seconded.

Yea vote:        Barbara Young

Norman Fernandes

Roy Taylor

Connie Abercrombie

 

Abstained:       Mary Gilbert, due to not being present at the November 19^th meeting.

 

Motion passed.

 

Review of Budget Procedures, Management, Utilization and Amendment

Connie Abercrombie strongly objected to this procedure. She stated that the Board is responsible for making the budget. She said we also have a budget committee to assist with the budget. The budget is for expenses, wages, not for capital expenditures. The budget committee was not meant to be held for a whole year, they just made up the budget and were done. The Board gets a financial statement every month from the office. With this procedure, every item on the capital expense could be purchased without ever crossing the Board again. Every time a capital expense comes up it should be brought to the Board.

 

Norman Fernandes said he agreed that the every day expenses are okay but the capital expenses had been approved so why should it come before us again. If anything is not on the budget it has to come before the Board to be approved.

 

Connie Abercrombie gave the example of the $1500.00 budgeted for a copier. The office manager is researching for a copier that will meet the work load and come within the $1500.00. But if we have a storm the week before and it blows out all the windows, which is more important, the copier or replacing windows? The Board should have the right to say whether we want to spend it at the time it is done, not a year and a half before it is done.

 

Norman Fernandes asked if the Board was not supposed to project what needs to be done and act on it. Once we approve the item we should not have to do it again.

 

Barbara Young said that once the budget committee put together a budget, it still has to have Board approval and all the information is available to the Board.

 

Connie Abercrombie said if you read this financial control procedure, the Board won't have control.  Once we approve this financial control procedure the Board will have nothing to say about anything that is on the budget, until it runs over.

 

Roy Taylor stated that he was strongly opposed to this procedure.

 

Mary Gilbert said she had studied this and strongly recommended this method. This was at least partly recommended by the accounting firm that did the financial statement. They suggested that we have these financial controls. It involves the Board totally in any changes or revisions and the Board is also supposed to review the financial reports given to them on a monthly basis.

 

MSF

Mary Gilbert made a motion to adopt these procedures.

Barbara Young seconded the motion.

 

Norman Fernandes said two people could actually spend this money.

 

Mary Gilbert said that is the way it is now and has been forever. The entire Board does not sign checks. The checks are signed by the Office Manager, also known as the Secretary-Treasurer, the Corporate Secretary and a budget coordinator who is selected from the Board. To her that seemed like plenty of control and she thought the procedure was very well laid out. It was clear that the budget coordinator, who will be selected from the Board, would approve the non-repeating expenditures that are within the limits of these guidelines. We have already adopted the budget and need to go forward with these financial control procedures just like the accountant recommended.

 

Connie Abercrombie said she did not like the $500.00 limit that the budget coordinator could authorize.

 

Norman Fernandes said his concern was the $500.00 limit for items not in the budget.

 

Mary Gilbert read from the draft of the financial control procedures:

 

"If the Expense item exceeds the amount in the Approved Budget or the Expense item is NOT included in the Approved Budget:

 

• If the item is under $500, Budget Coordinator must approve prior to the expense occurring.

 

• If the item is over $500, and the funds are available in another item or in the Contingency, the Budget Coordinator and the President must approve prior to the expense occurring.

 

• If the item is over $500, and the funds are NOT available in another item or in the Contingency, the Board must approve the expense. "

It also states: "The Board must approve any revisions that alter the Total Income, Total Cash Disbursements or Total Capital Projects." So the Board is going to do these things that will alter that.

 

Connie Abercrombie was worried about the capital expenses, each of these should be brought, each time, to the Board.

 

Jack Woods, Division 4, spoke of his experience with budgets. He said the Board is totally responsible for spending the money. He said the way you go depends on what people you have. There is no problems with procedures as long as the Board remains responsible.

 

Barbara Young said this was not put together by one person; there were quite a few people who had input into this.

 

Norman Fernandes would like to see the $500.00 limit be stricken, simply because it takes it out of the control of the Board. Concerning the part about the capital expense; if we voted for it once, we should not have to vote for it again.

 

Connie Abercrombie said we only voted for the tsunami siren and the beach access. We did not vote on the other items.

 

President Witt asked Mary Gilbert if her motion still stood as made.

 

Yea vote:                    Mary Gilbert

                                    Barbara Young

Nay vote:                     Connie Abercrombie

                                    Roy Taylor

                                    Norman Fernandes

 

Motion failed 3 to 2.

 

MSP

Mary Gilbert made a new motion to revise the approval of expenses to be the amount of $100.00 as opposed to the $500.00.

Barbara Young seconded the motion.

Mary Gilbert called for the question.

Yea vote:                    Mary Gilbert

                                    Barbara Young

                                    Norman Fernandes

Nay vote:                     Connie Abercrombie

                                    Roy Taylor

 

New motion passed 3 to 2.

 

New Business:

Norman Fernandes asked about the Board vacancy. He thought it should be addressed as soon as possible.

 

President Witt said that 3 candidates had been referred. He thought this might be an item to be held over until after the first of the year. He said it was up to the Board.

 

Connie Abercrombie recommended that Bill Stevenson be appointed to the Board.

 

Mary Gilbert asked how many vacancies are on the Board. President Witt responded that there is 1. Mary Gilbert said we should do this in January when everyone is available.

Norman Fernandes said the only reason he brought it up was for a concern of having a quorum and not being able to appoint anyone.

 

Jack Whipple, Division 4, said we have a vacancy from Jim Palmer's position and we have a man here right now ready to serve.

 

Mary Gilbert said the official agenda states that we are for a special meeting. The items on that Special Board Meeting Agenda are just the Review of the Budget Procedures and Executive Session. We need to go by what we put on the record.

 

President Witt said he wanted to poll the Board: Do you want to take that action today or do you want to wait?

 

MS

Connie Abercrombie made the motion to appoint Bill Stevenson from 5. Roy Taylor seconded.

 

Norman Fernandes said he brought it up but hoped there was a way to appoint someone later. He thought it should be put on the website so other people would know there is a vacancy.

 

Barbara Young reminded the Board that this is a special meeting with 2 items on the agenda and we should stick to the rules which says we don't bring in additional items.

 

Roy Taylor said the Board can change the agenda.

 

Mary Gilbert said it is not on the agenda. We need to address it at a later date.

 

Mary Gilbert made a motion to retire to Executive session as indicated on the agenda. President Witt agreed for the Board to retire to Executive session. Board went into Executive Session at 4:45 pm

 

President Witt reconvened the meeting at 5:13pm

 

President Witt said there had been a motion on the floor before the Executive session. He asked Connie Abercrombie to repeat her motion.

 

MSF

Connie Abercrombie said she made a motion to appoint Mr. Bill Stevenson of District 5, to the Board. Roy Taylor had already seconded the motion earlier.

Yea vote:                    Connie Abercrombie

                                    Roy Taylor

Nay vote:                     Barbara Young

                                    Norman Fernandes

                                    Mary Gilbert

 

Motion failed 3 to 2.

 

MSP

Roy Taylor made a motion to adjourn. Barbara Young seconded. Motion passed unanimously.

 

Meeting adjourned at 5:15 PM

 

 

Approved January 21, 2006 Board of Directors Meeting

 

Sandie Eckerson, Secretary-Treasurer

 

 

BAYSHORE BEACH CLUB, INC.

Financial Control Procedures

 

These procedures are intended to assure that the Approved Budget is actively used in all spending decisions. The only way to assure effective Financial Controls is to have the expense approved prior to spending the money. Spending the money first, and then checking the Budget, is inappropriate. These procedures apply to both Expenses and Capital Expenditures.

 

Roles and Responsibilities

The Board will select a Board Member to serve as Budget Coordinator. This person has the following responsibilities:

 

• Identify potential budget overruns.
• Approve non-repeating expenditures within the limits of these guidelines.
• Communicate the status of the Budget vs. Actuals throughout the fiscal year.
• Revise the Budget as needed and communicate these revisions to the Board. Board approval may be needed for these revisions as outlined in this procedure and the Bylaws.
• Serves as Board liaison to the Budget Committee.

 

The Secretary-Treasurer has the following responsibilities:

 

• Identify potential budget overruns.
• Make recommendations for revisions to the budget.
• Verify that a requested expense is within the budget limits.
• Approve repeating expenses such as utilities and salary.
• Prepare monthly financial reports including Statement of Financial Position (Comparative Balance Sheet) and Profit and Loss Budget to Actual Comparison and distribute to the Board members and members of the Budget Committee.
• Review Aging Reports for Accounts Payable and Accounts Receivable on a monthly basis.
• Assist the Budget Committee in preparation of the Budget.

 

The Board has the following responsibilities:

 

¤       Approve the original budget.

¤       Approve emergency expenditures as defined in the Bylaws.

¤       Approve any major revisions as defined in this procedure.

¤       Review financial reports on a monthly basis. 

 

Approval of Expenses

 

If the Expense item is included in the Approved Budget:

 

• No further approval is needed.

 

If the Expense item exceeds the amount in the Approved Budget or the Expense item is NOT included in the Approved Budget:

 

• If the item is under $100, Budget Coordinator must approve prior to the expense occurring.

 

• If the item is over $100, and the funds are available in another item or in the Contingency, the Budget Coordinator and the President must approve prior to the expense occurring.

 

• If the item is over $100, and the funds are NOT available in another item or in the Contingency, the Board must approve the expense.

 

Approval of Budget Revisions

 

The Board must approve any revisions that alter the Total Income, Total Cash Disbursements or Total Capital Projects.

 

If the Income is exceeding the estimates during the year:

 

• The difference may be spent on either Cash Disbursements or Capital Projects.  The Board must approve these revisions in the Approved Budget.

 

If the Income is falling short of the estimates during the year:

 

• The expenses should be reduced to reflect this change if possible. If the expenses cannot be reduced, the Board must approve these revisions in the Approved Budget and a transfer from the Reserve Fund.

 

If additional Capital Project expenditures are required for an emergency, that is, for the protection of club property or interests:

 

• The majority of the Board must approve these revisions in the Approved Budget and a transfer from the Reserve Fund.

 

 

 

                 

 

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