board-2011 aof qtr 3 (6)

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Minutes of the Special Meeting of theBoard of Directors of Atheists of Florida, Inc.

September 4, 2011

INTRODUCTION . A Special Meeting of the Directors of ATHEISTS OF FLORIDA, INC., a 501(c)(3)nonprofit Florida Corporation, was held on Sunday September 4, 2011 at the Atheists of Florida office, 3614 S.

Manhattan Avenue, Tampa.The chairman noted that this was a special board meeting called by the directors of the above named

corporation pursuant to the bylaws of said corporation for the purpose of discussing items specified on theagenda which had been delivered to all board members prior to the meeting.

1. CALL TO ORDER . Chairman Ed Golly called the meeting to order at 11:00 A.M.

2. ROLL CALL. Roll was called by the Chairman and the following directors were present:

Steve BrownMatt Cooper, Tampa Chapter Director

Ed Golly, Chairman

Gloria JuliusJohn Kieffer, President

Steven MilesJames Peterson

Joe ReinhardtTracy Thomas, Secretary

Christos TzanetakosEllenBeth Wachs, Vice President and Lakeland

Chapter Director

Portia Westerfield

Golly noted that a quorum was present and proceeded with the meeting

3. APPROVAL OF MINUTES.

3.1 MOTION was made by Wachs to table the approval of the minutes until the next quarterly boardmeeting. SECONDED. By VOTE of the board, the MOTION CARRIED.

4. REVIEW OF AGENDA.

4.1 MOTION was made by Wachs to accept the Agenda as presented. SECONDED. By VOTE of the board, the MOTION CARRIED.

5. ANNOUNCEMENTS.

5.1 Golly offered congratulations to EllenBeth Wachs for the dismissal of all criminal charges against her.

5.2 Kieffer updated the Board on the legal status of the criminal charges against him, including; disorderlyconduct, carrying a possible 2-year sentence; resisting arrest, carrying a possible 1-year sentence; anddisrupting a school assembly, assembly for the worship of God, or lawful assembly, carrying a possible 2-month sentence. Docket call was scheduled for Thursday September 8, 2011, and trial would be held week of September 12.

6. INTERIM LEADERSHIP.6.1 A MOTION was made by Cooper that in the event that the Chairman, Treasurer and Secretary agreethat neither the President nor the Vice President is able to perform the duties of the President, the A of F Boardof Directors would designate another board member to serve as Acting President until either the President or the Vice President is able to resume the duties of the President, or a new Board elects a President, whichever comes first. SECONDED.

6.1.1 An AMMENDMENT was submitted by Cooper to change a specific designation to an order of succession as follows: Chairman, Treasurer, Secretary. SECONDED. By VOTE of the board, theAMERNDMENT CARRIED.

Atheists of Florida, Inc. 2011 Third Quarterly Board of Directors Meeting 9/04/2011

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Discussion returned to the main motion. By VOTE of the board, MOTION CARRIED.

7. BOARD ELECTION PLANNING.

7.1 A MOTION was made by Peterson to adopt the A of F Elections Checklist 2011 as generated byCooper and included in the agenda. SECONDED. By VOTE of the board, MOTION CARRIED.

MONTH WEEK TASK

August 2 Election Coordinator obtains various membership and non-member listsfrom President.

3

4 Election Coordinator combines lists, produces a single list of Life andPaid-up members.

September 1 Sept. 1: Paid members are invited via email to submit nominations for

the board. Nominees must submit bios and qualifications. Members are

contacted through email where available, and USPS where not.

Sept 4. Special Board meeting

2 Election Coordinator compiles list of lapsed members and unpaidvisitors. Renewal notices or an invitation to join emailed to non-membersto be part of the election process by joining now.

3

4 Nominations closed

October 1 If 20 or fewer nominations are received, all nominees are declared

elected to the board. Otherwise, see week 4

2

3

4 If >20 nominees, ballots sent out via email where available, via USPS

where not.

November 1 Start of board elections

2

3 Close of board elections

4 Chairman and observers count ballots

December 1 New board effective, old President calls first board meeting, to be held in

Jan. or Feb. 2012

January

February 4 Deadline for new Board to meet, elect or reelect officers

8. BOARD COMPOSITION.

8.1 A MOTION was made by Kieffer to better comply with Article IV, Paragraph 2 of the bylaws(“Ultimate authority resides in the Members. The Members elect the Directors.”), to insure that the board is

elected by the membership rather than self-appointed, and to maintain a manageable size for the Board of Directors, the Bylaws of the A of F were proposed to be amended as follows (in the table below):SECONDED.


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CITATION PROPOSED WORDING

additions in italics

ORIGINAL WORDING

changed in italics, deletions crossedout

Article VI

Section 2.Constitution.

Paragraph 1

The Board shall consist of no fewer than

six (6) or more than seventeen (17) members. The regular election shall belimited to ten (10) at-large board seats. TheChapter Directors of the seven (7) largest chapters, as determined by paid membership on the day of the general election, with ten (10) or more paid members, shall be automatically elected toChapter Director seats on the Board.Elected at-large and Chapter Director Board Members shall have the same rightsand responsibilities. All Board membersshall be at least 18 years old and shall

have been members for at least six monthson the day of the general election.

The Board shall consist of not less than six

(6) nor more than twenty-four (24) members.The regular election shall be limited to four fewer than the maximum allowed Board members. The Officers are ex-officioMembers of the Board. Elected andex-officio Board Members shall have thesame rights and responsibilities. Elected Board members shall be at least 18 years oldand shall have been members for at least sixmonths.

Article VI

Section 2.Constitution.

Paragraph 2

Members may nominate candidates for theat-large seats on the Board, or volunteer tobe nominated as candidates. Directors areelected to a three (3) year term. Directorsmay be re-elected. Nominations for theBoard will open on September 1st and closeon September 30th. Voting by email or mailballot will only be necessary if the number of nominations exceeds the allowablenumber of at-large Board seats. If voting isnecessary, it will begin November 1st andclose, (postmarked by), November 21st.Both email and mail ballots must beopened and counted in the presence of theChairman and a minimum of two other Elections Committee members to be valid.

Any ballots, mail or email, which had previously been opened will be considered spoiled ballots. At-large Board vacancieswhich remain after the regular electionprocess is completed may be treated asun-expired terms and filled by election bythe Board.

Members may nominate candidates for theBoard, or volunteer to be nominated ascandidates. Directors are elected to a three(3) year term. Directors may be re-elected.Nominations for the Board will open onSeptember 1st and close on September 30th.Voting by mail ballot will only be necessary if the number of nominations exceeds theallowable number of Board seats. If voting isnecessary, it will begin November 1st andclose, (postmarked by), November 21st.Ballots must be opened and counted in thepresence of the Chairman and a minimum of two other Elections Committee members tobe valid. Chapter Directors are automaticallyelected to the Board and will not be includedon Board voting ballots. Chapter Director seats on the Board are limited to the currentChapter Director of an active Chapter. Boardvacancies which remain after the regular election process is completed may be treatedas un-expired terms and filled by election bythe Board, up to four fewer than the

maximum allowed Board members.

Article IX

Section 1.General.

Local ‘’Chapters,'' may be formed by asingle active member of Atheists of Florida.Chapter Directors who are not on theBoard (see VI 2) and any paid member may attend Board meetings as guests.

Local ‘’Chapters,'' may be formed by a singleactive member of Atheists of Florida. Uponreaching a quantity of ten (10) members, theChapter Director shall become a member of the Board of Atheists of Florida. Directors of chapters of fewer than ten (10) members may attend Board meetings as guests.

By VOTE of the board, the MOTION CARRIED.


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9. FINANCIAL OVERSIGHT COMMITTEE.

9.1 A MOTION was made by Golly that, in order to avoid potential conflicts of interest and preservechecks and balances within Atheists of Florida, the bylaws would be amended to insert the following (in thetable below): SECONDED.

CITATION PROPOSED WORDING

additions in italics

ORIGINAL WORDING OF THE MOTION (NOT BYLAW CHANGE) DISTRIBUTED TO MEMBERS AND APPROVED

changed in italics, deletions crossedout

Article VIII

Section 3AFinancialOversightCommittee

The Financial Oversight Committee shallconsist of the Treasurer, the Secretary and three (3) other board members nominated and elected by the board who will berequired to approve or disapprove in atimely manner by majority vote theimplementation of any lawsuit, legal action,or expenditure taken on behalf of Atheistsof Florida that would be anticipated to

cause the expenditures of funds by A of Fin excess of $1,000.

The Chairman shall appoint an ExecutiveFinancial Oversight Committee consisting of five (5) board members who will be requiredto approve in a timely manner theimplementation of any lawsuit, legal action,or expenditure taken on behalf of Atheists of Florida that would be anticipated to causethe expenditures of funds by A of F in excessof $1,000.

9.1.1 An AMMENDMENT was made by Wachs to approve or disapprove within one week rather thanin a timely manner. Additionally, un-acted upon requests will be automatically disapproved. SECONDED.By VOTE of the board the AMENDMENT CARRIED.

By VOTE of the board the MOTION CARRIED.

10. WEBSITE SOLICITATION ISSUE.

10.1 A MOTION was made by Cooper that the Atheists of Florida Web site shall be revised by amendingthe immediate request for donations to a brief introduction of the four legal issues in which we are currentlyinvolved, including links to more expanded information about each issue, and ending with a solicitation for

donations to the A of F fund as designated by the donor. SECONDED. By VOTE of the board MOTIONFAILED.

11. BUILDING DISCUSSION.

11.1 A MOTION was made by Reinhardt that the Board purchase the building at Manhattan uponagreement of specific terms. SECONDED. By VOTE of the board the MOTION CARRIED.

Tentative calculations for purchase were submitted to the Board for comparison purposes:

$/Sq ft Nov-2009 $175

$/Sq ft Jun-2011 $146

% price decline 17%

Appraisal Price $295,000

Less market decline 17%

Est. current value $246,114

Less 10% discount $221,503


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Option 1 Option 2 Option 3Downpayment $ 10,000 $ 10,000 $ 10,000Net loan

amount

$

211,503

$

211,503

$

211,503Interest 2% 4% 5.5%

Period (years) 10 20 5

Balloon at end 0 0 205,000Mortgagepmt. $ 1,946 $ 1,282 $ 1,064

12. APPOINTMENT OF NEW TREASURER. President Kieffer appointed Curry as Treasurer to replaceOwens through the balance of her term.

13. FINANCIAL OVERSIGHT COMMITTEE. Nominations for the three open board positions on theFinancial Oversight Committee were submitted:

Joe Reinhardt

Ed Golly

Jim Peterson

Matt Cooper

EllenBeth Wachs

Gloria Julius

By written BALLOT of the board, the committee will be comprised of:

Joe Reinhardt

Ed Golly

Matt Cooper

14. SET NEXT BOARD MEETING. There was no discussion specifying a date for the next board meeting.

15. ADOPTION OF ADJOURNMENT MOTION. MOTION was made by Golly to adjourn the meeting.By VOTE of the board, the MOTION CARRIED. The Chair ADJOURNED the meeting at 2:35.

Tracy A. Thomas Tracy A. Thomas, Secretary


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Atheists of Florida 2011 Special Board Meeting 9/4/2011 Summary6.1 A chain of succession (Chairman, Secretary, Treasurer) was approved in the event of the unavailability

of the President and Vice-President to perform their duties.

7.1 An A of F Elections Checklist 2011 for the 2011 Board of Director’s election was approved.

8.1 BY-LAWS AMMENDMENT (Article IV, paragraph 2) was made to change the Board of Director’scomposition from a limit of 24 members to a limit of 17 members to be made up of a limit of 10 at-large members and a limit of 7 chapter directors from the largest chapters.

9.1 BY-LAWS AMMENDMENT (Article VIII, Section 3A) was made to create a Financial OversightCommittee for approval of A of F expenditures in excess of $1,000.

11.1 The board agreed to purchase the building at Manhattan Avenue upon agreement of specific terms.

12.1 Robert Curry was appointed as Treasurer to replace Nan Owens through the balance of her term.*

13 The three open Financial Oversight Committee positions were filled by Ed Golly, Joe Reinhardt, andMatt Cooper.

* Owens announced a few days after the meeting that she would be available to continue fulfilling the position of treasurer for the remainder of her term, agreed to by the president.


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Atheists of Florida, Inc.

BOARD OF DIRECTORSDirectors’ terms are three years. This roster will serve until September 2011

Board Members as of February 2008

BROWN, Steve 5090 Bay St. N.E. #226, St. Pete. 33703-4047 727/525-3487

[email protected]

COOPER, Matt 813 / 920-0231

Tampa Chapter Director [email protected] Cell 626 / 808-7490

GOLLY, Ed 4303 S MacDill Ave / Tampa FL 33611-1940 813 / 839-7567Chairman [email protected] Cell 813 / 325-9139

JULIUS, Gloria 6382 18th Street NE / St Petersburg FL 33702 727 / 525-1446

[email protected]

KIEFFER, John P O Box 342754 / Tampa, FL 33694-2754 813 / 908-7807

President [email protected] Cell 813 / 919-9161

MILES, Steven 6308 N.W. 136th Street / Gainesville, FL 32606 352 / 332-1727

[email protected]

ORAVEC, Alan 2042 Bee Ridge Road / Sarasota, FL 34239-6108 941 / 922-9339

Sarasota Chapter Director [email protected] Fax 941 / 922-3399

OWENS, Nan 4704 Lakewood Drive / Seffner, FL 33584 727/424-2558Treasurer [email protected]

PETERSON, Jim 6814 Charlotte Harbor Way / Tampa, FL 33425 Office 813 / 531-8138

Web master [email protected] Mobile 727 / 271-3549

REINHARDT, Joe 5910 110th Avenue N / Pinellas Park, FL 33782 727 / 544-0414 [email protected] Cell 727 / 510-0431

THOMAS, Tracy 6411 93rd Terrace #4901 / Pinellas Park, FL 33782 727 / 235-3220

Secretary [email protected]

TZANETAKOS, Christos 3120 N. A-1-A #503S / Ft. Pierce, FL 34949 772 / 489-5505Founder [email protected] Fax: 772 / 465-6402

WACHS, EllenBeth 5963 Lake Victoria Dr. / Lakeland FL 33813-4720 863 / 619-2243

Vice-President [email protected] Legal Affairs Coordinator

Lakeland Chapter Director

WESTERFIELD, Portia 4115 Creek Woods Lane / Mulberry, FL 33860 863 / 425-3968

[email protected] Fax 863 / 425-5916


mailto:[email protected]

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