Board Meeting Minutes 08/09/2009 2009-2010 Kiwanis Board Texas - Oklahoma District Rockwall, Texas Call to Order The meeting was called to order by the Chairman, Governor - designate Bill Bishop at 8:00 a.m. Pledge of Allegiance Led by Lt. Governor - Division 5, Charlet Long Little Invocation Offered by Lt. Governor Division 19, Alton Gardner The chair requested a motion to approve the meeting agenda. Moved by: Division 10 Lt. Governor, Ted Williams Seconded by: Division 2 Lt. Governor, Jay Macaulay Motion called: Unanimously approved Introductions – Bill Bishop Immediate Past Governor, Nancy Miller Past Governor, Jerry Ward International Trustee, Randy Delay Approval of District Secretary – Bill Bishop The chair requested a motion to approve the appointment of David I. Ross as District Secretary for the 2009-2010 administrative year. Moved by: Division 25 Lt. Governor, Ed Ward Seconded by: Division 5 Lt. Governor, Charlet Long Little Motion called: Unanimously approved

Roll Call: Division 1: Present Division21 Not Present Division 2: Present Division 22: Division 3: Present Division 23: Present Division 4: Present Division 24: Present Division 5: Present Division 25: Present Division 6 Present Division 26 Present Division 7 Present Division 8 Not Present Division 28 Present Division 9 Not Present Division 10 Not Present Division 30 Present Division 11 Division 31 Present Division 12 Present Division 32 Present Division 13 Present Division 33 Present Division 14 Present Division 34 Present Division 35 Present Division 16 Present Division 36 Present Division 17 Present Division 37 Present Division 18 Present Division 38 Present Division 19 Present Division 39 Not Present Division 20 Present Division 40 Present A quorum was present. Introductions and Comments Governor-designate Bill introduced International Trustee Ed Hutchinson ( Cape May, NJ), and Governor Nancy Miller for comments. International Trustee Ed brought the greeting of the KI Board and welcomes the Lt. Governors to their year of service. He reminded them that during the course of the year, they would be hearing from him as he inquired about progress, problems, successes, etc. He advised all to, “. . . keep current” in their responsibilities because “if you get behind in your work, it’ll be the worst job you ever had.” Site surveys are due back to the Governor in a month (September 9th). Governor Nancy thanked all for their support in 2008-2009 and said she was pleased with the continuity of leadership and was looking forward to working with Bill and all in the 2009-2010 administrative year.

Governor-elect Sam Curry was looking forward to, “ . . . his learning year”. He will be assisting the Governor as needed and wherever possible. Continuity is important. Approval of District Chair Appointments – Gov. designate Bill Bishop The chair requested a motion to approve the appointment of District Staff and Committee Chairs for the 2009-2010 administrative year (attached as Appendix 1). Moved by: District 4 Lt. Governor, Robert Jantz Seconded by: District 19 Lt. Governor, Alton Gardner Motion called: Unanimously approved KI-Notes – Gary Hicks Editor Gary Hicks requested the Lt. Governors keep him apprised of important Division happenings and to remind clubs to do so also. News items and photos may be submitted by mail or e-mail (ki-notes@cableone.net). The cut-off for September-October issue is08/09/2009. If you have something, get it to Gary FAST. Growth/Membership – Jerry Wright Chairman Jerry Wright indicated that growth would be a matter of great importance in the 2009-2010 year. “I plan a lot of new members! That’s what the plan is.” Jerry asked all to, “. . . be enthusiastic about membership recruitment because it’s the most vital mission that we have. “If we don’t do what we have to do, we won’t have anything to do because we won’t have anyone to do it.” Decide that membership is important; demonstrate that it is important – lead by example (recruit a new member); decree that it is important (talk about it at every opportunity). There will be contests and fun as we strive to reach our goals for 2010. Pledge cards for members will be available. Governor-designate Bill indicated that the pledge cards from the Lt. Governor’s Thursday meeting totaled approximately 350. We have our work cut out for us. When Governor-designate Bill joined T-O in 2002, the district’s membership was approximately 13,000; we are now at about 10,000, “and bleeding”. KI President-designate, Paul Palazollo has made it his goal to bring membership back to the level of administrative year-end 1992 (approximately 360,000); T-O’s membership then was approximately 14,500. “It’s a big bite, but it can be done.”

Growth/New Club Building – Neil Tatom We have committed to organizing one new club in each of our divisions. We have a lot going on in club building currently, but don’t “hip-pocket anything” to count for next year. Clubs chartered in October will count for Governor Nancy as well as the 2009-2010 Kiwanis year. Start early – new club building takes time; don’t leave it to the last minute. Try to have it completed before Abilene so we can properly recognize new clubs and the divisions have built them. KI has created a new position – Club Counselor who can help the newly-organized club be successful. New clubs need at least a year of careful nurturing if they are to be successful and survive. Training for your New Club-Building Chairs will be available at K-Family and Mid-Winter Conference. Key Leader – John Curlee Key Leader was instituted by KI in 2005, T-O held its first in 2006. The program has been held in South Texas in 2006, 2007, 2008, and 2009. A session has been held in Oklahoma in 2008 and 2009 (jointly with other districts). KI has instituted a bookings policy that will take effect in 2010 that districts guarantee any financial shortfall between their break-even point (60) and the number registered to attend if less than 60 sign up (student participants only). The fee to attend is currently $175.00; so if less than 60 sign up the district would have to guarantee the difference between number registered and 60 multiplied by $175.00 (60 minus number registered x $175.00). The fee may well go to $200.00 in 2010. The decision to underwrite the shortfall would have to be made by the board. Motion to underwrite the guarantee made by Lt. Governor Division 25, Ed Ward. Second by Lt. Governor Division 19, Alton Gardner Discussion: International Trustee Randy DeLay (2010 Counselor to Key Leader) indicated that a personal guarantee of the shortfall has been made if the board is willing to approve. Motion was amended by Lt. Governor Division 19, Alton Gardner: For 2010, a personal guarantee of the shortfall has been received. Accordingly, no District funds will be used in 2010 to cover any financial shortage of the Key Leader Program if such a shortfall occurs.

Second by Lt. Governor Division 25, Ed Ward Motion was approved as amended.

Tentative date for the Oklahoma joint venture is June 4 – 6, 2010. Texas-Oklahoma Foundation – Chuck Rager Chuck Rager passed out the T – O Foundation Division Trustee assignments list for 2009-2010. (Appendix 2) Approval of Financial Actions – Harvey Wilson Motion made: Treasurer-designate Harvey Wilson moved that Towe & Associates be approved to be the financial reviewer and engaged at a cost of $500.00. Seconded by Lt. Governor Division 40, Kelly Poland Motion called: Approved Motion made: Treasurer-designate Harvey Wilson moved that bonds for those district positions that require them be secured. Seconded by Division 23 Lt. Governor, Ed Passalugo Motion called: Approved Motion made: Treasurer-designate Harvey Wilson moved that the Frost Bank branch in Arlington, Texas be approved as depository for the Texas-Oklahoma District operating funds. Seconded by: Division 28 Lt. Governor, Bobbie Hawkins Motion called: Approved Motion made:

Treasurer-designate Harvey Wilson moved that the District’s budget for 2009-2010 be approved, effective 1 October 2009. (Appendix 4) Moved by: Division 23 Lt. Governor, Ed Passalugo Seconded by: Division 5 Lt. Governor Charlet Long Little Motion Called: Approved 2009 Convention Report – Marellie Robinson

Marellie Robinson presented the budget for the 2010 Convention in Abilene, Texas. (Appendix 3). The budget presented had numerous errors so approval of this budget was deferred to the K-Family Meeting, 30 -31 October.

Motion to Defer made: Division 19 Lt Governor Alton Gardner

Seconded by: Division 5 Lt Governor Charlet Long Little Motion Called: Approved

Final figures are not yet available for the Rockwall Convention. It was moved that final action on the 2009 Convention be deferred to K-Family when final results will be available. Motion made: Division 6 Lt. Governor Joe Bream Second: Division 34 Lt. Governor, John Abreu Motion called: Approved Approval of PLGA By-laws Changes and 2009-2010 Budget PLGA President Ray Poland requested a motion to approve the changes to PLGA By-laws. Action on the PLGA Budget to be deferred to K-Family. (Appendix 5) Motion made: Treasurer-designate, Harvey Wilson Seconded by: Division 5 Lt. Governor, Charlet Long Little Motion called: Approved Meeting was adjourned at 10:05 a.m.

Appendix 1 District Staff Appointments District Secretary David Ross District Staff District Treasurer Harvey Wilson Administrative Supervisor Laura Lammons KI-Notes Editor Gary Hicks Contract Services Marellie Robinson Advisor to the Governor Gene Jantzen Committee Chairs Boys & Girls Club Liaison Tricia Greene B.U.G. & Terrific Kids Renee Jantzen Caring Corner Karen Wilson Children’s Miracle Network James Augenstein Young Children: Priority One Ann Wilkins Community Service Carlene Campbell Disaster Relief – Oklahoma Carlene Campbell Disaster Relief – Texas Jane Crump Credentials/Elections/Resolutions Darrel Booth District Convention Carl Brown Training/Leadership Development/Technology Jimmy Brown Growth – Membership Jerry Wright Growth – New Club-Building Neil Tatom Human and Spiritual Values Richard Witte Interclubs Walt Roetter On-to-International-Convention Bill Crump Laws and Regulations Lowell Barto Kiwanis International Liaison Gene Jantzen Long-range Planning Ray Poland Club Revitalization Debbie Bippus Risk Management Richard Melton Sophomore of the Year Frances Hutchins

Appendix 1 (p. 2) District Staff Appointments Service Leadership Programs (SLP) SLP Chairman Phil Brooks AKtion Club Administrator Curtis Maxey K-Kids Administrator Colleen Biggerstaff Builders Club Administrator Dolores Booth Key Club Administrator Patrick Schibi Key Club Administrator – Finance Walt Roetter Key Club Assistant Administrator Jeff Moss Circle K International Administrator Kelly Wood CKI Assistant Administrator Scott Kimball Key Leader John Curlee SLP Risk Management Susan Hennum

Appendix 2 Texas – Oklahoma Foundation Trustee Assignments Trustee Lt. Governor Division 1 Sean Raich Terry Slotsve Division 2 Sean Raich Jay Macaulay Division 3 Mel Cowart John Sheridan Division 4 Bob Jantz Robert Jantz Division 5 Bob Carlson Charlet Long Little Division 6 Bob Carlson Joe Bream Division 7 John W. Miller John-Paul Batrice Division 8 Don Wall Chuck Downs Division 9 Weldon Oliver Sedrick Thrower Division 10 Jim Wolf Ted Williams Division 11 Bob Jantz Division 12 Jimmy Jones Don Holland Division 13 Don Wall Tanya Dickert Division 14 Jim Wolf T. Anderson Division 16 Chuck Rager Robert Swaim Division 17 Dennis Mitchell Jerry Benson Division 18 Fran Hutchins Jose Cardenas Division 19 Dennis Mitchell Alton Gardner Division 20 Fran Hutchins Lonnie McIntosh Division 21 Richard Witte Bill Tackett Division 22 Division 23 Guy Orr Edward Passalugo Division 24 Jack Noble Jack Noble Division 25 Ann Wilkins Edward Ward Division 26 Erby Eikner Bobbie Hawkins Division 28 Mel Cowart Hurshel Debord Division 30 Richard Witte Michael Starega Division 31 Ann Wilkins Dennis Crozier Division 32 Don Wall Darrell Hawkes, Jr. Division 33 John Miller Duane Polster Division 34 Erby Eikner John Abreu Division 35 Kristen Carnohan Gordon Dowell Division 36 Kristen Carnohan Robert Hetzel Division 37 Sean Raich Alice Mae Britt Division 38 Weldon Oliver John Polk Division 39 Sean Raich Bill Rauhauser Division 40 Chuck Rager Kelly Poland

Appendix 3 2010 Convention Proposed Budget – Abilene, Texas Income Regular Registration 600 @ $ 45.00 $27,000.00 100% Club Registration 500 @ $ 10.00 $ 5,000.00 Booth Space 6 @ $100.00 Ticketed Meals Friday – Breakfast 280 @ $12.00 $ 3,360.00 Lunch 700 @ $15.00 $ 10,500.00 Dinner 500 @ $18.00 $ 9,000.00 Sat. - Breakfast 500 @ $12.00 $ 6,000.00 Lunch 700 @ $15.00 $ 10,000.00 Dinner 300 @ $20.00 $ 6,000.00 77,960.00 Expense Convention Center $ 2,000.00 Printing $ 2,000.00 Speakers $ 1,000.00 Entertainment Friday Evening $ 200.00 Saturday Evening $ 600.00 Golf Tournament 60 @ $40.00 $ 2,400.00 Table Decorations $ 500.00 Memorial Service $ 100.00 Greeting Gifts for V.I.P. $ 150.00 Gifts for V.I.P.s in Hotel Rooms $ 600.00 Thursday Tea $ 250.00 Transportation Donated Hotel Rooms – V.I.P.s $ 2,000.00 Thursday Evening Meal 120 @ $20.00 $ 2,400.00 Past Governors’ Luncheon 15 @ $14.00 $ 210.00 Past Governors’ Spouse Lunch 15 @ $14.00 $ 210.00 International Trustee Gift $ 210.00 Meals Friday – Breakfast 20 @ $12.00 $ 240.00 Lunch 30 @ $12.00 $ 360.00 Dinner 30 @ $15.00 $ 450.00 Sat. - Breakfast 25 @ $12.00 $ 300.00

Appendix 3 (p. 2) 2010 Convention Proposed Budget – Abilene, Texas Meals (Continued) Sat. – Lunch 30 @ $15.00 $ 450.00 Dinner 30 @ $18.00 $ 540.00 Kids Under 12 Eat FREE $ 600.00 General Convention Expenses $ 1,000.00 Spouse Gift $ 600.00 19,260.00 Recap: Income $77,960.00 Expense $19,280.00 Profit(Loss) $58,700.00

Appendix 4 follows…

Appendix 5

PROPOSED AMENDMENTS TO

TEXAS-OKLAHOMA DISTRICT

PAST LT. GOVERNORS ASSOCIATION BYLAWS

The following six amendments will be proposed for adoption by the PLGA Board of

Directors at the Annual Meeting of PLGA and the T-O District Board at the District

Convention August 7, 2009. This publication fulfills notification requirements. (Art. XVII)

NOTE: Deleted language is shown by strikeout; added language appears in bold type

Amendment One:

ARTICLE II - PURPOSE

* * * * * *

Section 3.

* * * * * *

6. To assist and support all Kiwanis Sponsored Youth organizations Kiwanis Service

Leadership Programs.

Amendment Two:

ARTICLE VI - COMMITTEES

* * * * * *

Section 2. The following are Standing Committees: membership Committee,

Projects/Service Committee, District and International Convention Activities Committee, Financial

Resources Committee, Sponsored Youth Committee Service Leadership Programs Committee,

and the Nominating Committee.

Amendment Three:

ARTICLE VII - MEETINGS

* * * * * *

Section 6. Only members of the current Board of Directors are eligible to vote at any

meeting of the PLGA Board.

Amendment Four:

ARTICLE X - VACANCIES IN OFFICE

Section 1. In the case of a vacancy in the office of President, the President-Elect shall

succeed to the office of President. In the case of a vacancy in the office of President-Elect,

Secretary, Treasurer, or Director, the vacancy shall be filled at a regular or special meeting of the

PLGA Board upon fifteen (15) days advance notice of the meeting.

Section 2. In the case of a vacancy in the office of Immediate Past President, the

vacancy shall be filled at a regular or special meeting of the PLGA Board upon fifteen (15)

days advance notice of the meeting, and the person so elected shall be a past PLGA

President who is willing to fill such vacancy. Priority shall be given to the most recent

PLGA Past President.

Section 2 3. Officers or Directors elected to fill a vacancy shall be elected for the unexpired

term of his/her predecessor.

Amendment Five:

ARTICLE XIII - REVENUE

Section 1. The Treasurer shall receive, record, and correctly deposit all dues, donations, and

gifts to the PLGA.

Section 2. Annual membership dues shall be established by a majority vote of the members

present at any Annual Meeting.

Section 3 2. Life Membership status shall be granted for the payment of a one-time fee

established by majority vote of the members present at any Annual Meeting.

Section 4 3. Three-fourths of each Life Membership purchased shall be deposited in a

special long-term endowment fund, and remain in the endowment fund for so long as that Past Lt.

Governor is a member in good standing of a Kiwanis Club in the T-O District. The remaining one-

fourth shall be deposited in the PLGA regular operating account.

At the end of each fiscal year the investment earnings from the endowment fund may be

transferred to the regular operating account. The investment earnings shall be in lieu of annual

membership dues for all life memberships.

Amendment Six:

ARTICLE XIII - REVENUE

Section 4 3. Three-fourths of each Life Membership purchased shall be deposited in a

special long-term endowment fund, and remain in the endowment fund for so long as that Past Lt.

Governor is a member in good standing of a Kiwanis Club in the T-O District. The remaining one-

fourth shall be deposited in the PLGA regular operating account.

At the end of each fiscal year the investment earnings from the endowment fund may be

transferred to the regular operating account. The investment earnings shall be in lieu of annual

membership dues for all life memberships.