Poweshiek CARES: January 8, 2012

Joyce Otto welcomed us and thanked us for taking the effort to come out tonight, congratulating us on staying healthy.

Val Vetter presented the draft articles of incorporation and by-laws and discussed several of the questions and issues that she raised on our behalf with Tom Lacina. Beginning with the articles of incorporation:

• The name of the organization: To combine clarity with formal explicitness, we can use the short form "Poweshiek CARES," but also spell out the acronym as "Community Action to Restore Environmental Stewardship."
• The statement of purpose in Article II is exactly as we approved it at the last general meeting on December 18, 2012.
• If the group ever has to disband, any money remaining in its treasury will be given to a 501(c)3 organization selected by the Board of Directors.
• The ``initial members'' of the group, in the technical sense, will be the directors, namely, Joyce Otto, Marilyn Barnes, Laforest Sherman, Valerie Vetter, Jean Perri, Donna Winburn, and John Stone. Officers will be chosen at the initial meeting of the Board of Directors. The technical sense of the term ``initial members'' is not related to membership in the operational sense of having attended meetings, participated in events, or signed up for the mailing list.
• Officers will not be liable for costs and expenses imposed on the group—that's part of the reason for setting up a corporation.
• The only way to amend the articles of incorporation, once they are in place, is by three-fourths vote of the directors -- at least six of the seven, in our case.

As to the by-laws, which Tom encouraged us to think of as a mechanism for letting the group do what we want to do while avoiding violations of the law and needless contention:

• The name of the organization has to be the same in the by-laws as in the articles of incorporation.
• The by-laws distinguish three classes of voting members: individual, household, and corporate. They take no position on qualifications for belonging to these classes or on the dues that members of any of these classes should pay (if any).
• The by-laws require us to hold at least one annual meeting, and special meetings can be called by the Board of Directors. But we can have general meetings as often as we like, and these general meetings need not be called by the Board of Directors.
• For voting purposes at meetings of the group, ten percent of the voting membership, including proxies (delivered to the secretary before the meeting), constitutes a quorum.
• The Board of Directors is elected at the annual meeting, on (say) the first Tuesday of March. The term of a director is three years. Initially, it would make sense for some of the directors to serve shorter terms, in order to stagger those terms (that is, so that not all of the new directors would join the Board at the same time).
• Directors must be notified of meetings of the Board at least five days in advance.
• At meetings of the Board of Directors, a majority of the directors (four out of seven, in our case) constitutes a quorum.
• The Board of Directors elects its officers after the annual meeting.
• The language in the by-laws about committees applies to committees of the Board of Directors, not committees of the whole membership. Committees of the Board of Directors can be of either of two kinds: those that can make decisions independently, which must consist of directors only, and commitees that make recommendations and proposals to be voted on by the full board.
• Marilyn Barnes had proposed a policy of placing at least one director on each committee, but on reflection Tom advised us that this restriction was not necessary. John Sherman and Lorna Caulkins supported his analysis, and I judged that was the consensus of the people at the meeting.
• The by-laws can be amended by the Board of Directors, by majority vote, provided that fifteen days' notice of the intention to amend is given in advance. John Sherman suggested that the annual meeting be given the opportunity to override any such amendments, or at least to review and ratify them.
• The corporation would be entitled to purchase insurance to indemnify the directors in the event of a lawsuit. The Board would decide whether to buy insurance and, if so, how much.

We agreed that Val could tell Tom to submit the proposed articles of incorporation and by-laws, along with any accompanying paperwork, for the approval of the state authorities.

We received an update on the proposed hog confinement at Lake Ponderosa. Karen and Carter Thomson's mediation with Prestige was a success—Prestage will not put in the new hog confinement, will not increase the number of hogs in their current confinement, and will build no new confinements within six miles of the lake. However, it was a costly victory. The plaintiffs had to pay $10000 for legal services and purchase the land on which Prestage was planning