COLLIN EQUALITY FOUNDATION, INC.
BOARD OF TRUSTEES
NOVEMBER 16, 2005
MINUTES OF SPECIAL MEETING

The following trustees were present: James Nunn, Chris Moss, Brian Marshall, Dawnetta Miller, Morris Garcia and Sean O’Connor (through teleconference). Guests in attendance were Blue Martinez, Dell Mott, Mike Agan, and Jeanne Rubin.

1. Call to Order

Mr. Nunn noted that proper notice had been given for this meeting, and given a quorum had been established, the meeting was called to order at 7:33 pm.

Mr. Nunn advised the meeting that Mr. O’Connor had submitted his proxy should he not be able to continue with the conference call.

2. Proposed Amendment to CEF Bylaw 8.1

Mr. Moss requested that we deal with the first proposed amendment separately from the others, and then consider the other proposed amendments as a bloc.

Mr. Agan asked that minutes be noted that Mr. Mott, Ms. Martinez and he were in attendance and wanted his protest noted that they would not be able to vote, even thought he believed they had the authority to vote. Mr. Agan asked that votes be recorded by these individuals on any votes taken.

Mr. Nunn advised that he was aware of the recent vote that had been called by CCGLA President, Morris Garcia, but was unable to accept the vote given it appeared to violate the CCGLA Bylaws. Mr. Nunn advised that this was an issue to be settled by the CCGLA Board, not this meeting.

Mr. Nunn outlined the effect of this proposed amendment, and opened this item up for discussion. 

Mr. Agan noted his phone conversation with Mr. Nunn earlier in the day regarding this meeting. Mr. Agan also noted that Mr. Nunn had brought up the issue that one of the reasons for the need of these amendments was due to the manner in which Mr. Garcia was appointed to this board.

Ms. Miller asked how this item came to occur.

Mr. Nunn outlined his reason for supporting the move to make the changes to the bylaws, and included information about the history of Foundation, specifically the initial establishment of the Foundation to be a primary funding source for activities of CCGLA. Mr. Nunn explained that when the CCGLA Board made a decision to apply for section 501(c)(4) status with the Internal Revenue Service, they effectively removed themselves from being a potential beneficiary of the Foundation (as charitable organizations can not contribute to 501(c)(4) organizations). Mr. Nunn reminded those that were around at the time, the IRS sought clarification on the role that the 501(c)(4) organization would have with the Foundation, and part of the request from the IRS was to identify specifically what the activities/roles of CCGLA would be, and what we as a Foundation would be doing.

Mr. Nunn suggested that this was the logical next step to provide a greater level of independence between the two organizations. He also suggested that the role that currently existed between the two organizations would be no different. Mr. Nunn reminded those present that the Foundation board was an independent entity, and did not have to take into consideration other boards. The meeting was called as is permitted by the Foundation’s bylaws.

Mr. Garcia advised that the CCGLA Board had exercised its right to appoint itself to the Board of Trustees of the Foundation, and that it was his assertion that it was in effect as of this moment. Mr. Nunn clarified that this was not the case, and as this meeting was called in accordance with the rules of the Foundation that it would proceed with those trustees in office as of the date/time of the notice of the special meeting.

Ms. Miller stated that in the letter that was received by the Internal Revenue Service, CCGLA being a 501(c)(4) was not the issue. Mr. Nunn responded that while CCGLA was not directly mentioned, that the letter sought clarification on the role of the 501(c)(4) organization and the Foundation. Once this clarification had been provided, this was no longer considered an issue by the IRS. Mr. Nunn reminded Ms. Miller, Ms. Martinez and Mr. Moss of the many discussions that occurred during this time about how to clarify this relationship with the IRS so that the Foundation’s application could be finalized.

Mr. Nunn suggested that the mission and goal of the Foundation should be to benefit all organizations within the community. Mr. Moss also commented that this amendment would provide greater opportunities for the Foundation to approach individuals who may not want to get involved with the organization because of its close connection with CCGLA.

Mr. Nunn agreed to have the concerns noted in the minutes, and then moved forward on the consideration of the proposed amendment.

Mr. Garcia made one final comment that he felt it was regrettable that we have come to the point where we are not benefiting the organizations themselves, and that he believed there were more personal agendas at hand. Mr. Nunn agreed saying that he felt this was the case on both sides. Mr. Garcia and Mr. Nunn agreed to disagree on this assertion.

Mr. Moss moved, Mr. Marshall seconded, that the proposed amendment to section 8.1 of the CEF Bylaws be approved.

Trustees voting in favor: Mr. Moss, Mr. Marshall, Mr. O’Connor and Mr. Nunn
Trustees voting against: Mr. Garcia and Ms. Miller
Motion Carries.  

It was noted that Mr. Agan, Mr. Mott and Ms. Martinez expressed their opposition to the proposed amendment. 

3. Proposed Amendment to CEF Bylaw 2.3

Mr. Moss moved, Mr. Marshall seconded, that the remaining proposed amendments be considered with one vote. 

Mr. Garcia asked why these would be moved as a block, rather than discuss them individually. Mr. Moss advised that the remaining amendments all aim to modify the bylaws to remove references to CCGLA from the bylaws. Mr. Marshall also noted the time, and the fact that the regular board meeting was scheduled to commence following this meeting.

Trustees voting in favor: Mr. Moss, Mr. Marshall, Mr. O’Connor and Mr. Nunn
Trustees voting against: Mr. Garcia and Ms. Miller
Motion Carries.

It was noted that Mr. Agan, Mr. Mott and Ms. Martinez expressed their opposition to the proposed amendment.

Agenda Items 4 through 8

Mr. Moss moved, Mr. Marshall seconded, that the proposed amendments to CEF Bylaws 2.3, 2.4, 2.5, 2.7, 5.1 and the addition of CEF Bylaw 2.15 be approved.

Mr. Garcia commented that this was an invalid vote as the newly appointed trustees were not being recognized.

Trustees voting in favor: Mr. Moss, Mr. Marshall, Mr. O’Connor and Mr. Nunn
Trustees voting against: Mr. Garcia and Ms. Miller
Motion Carries.

It was noted that Mr. Agan, Mr. Mott and Ms. Martinez expressed their opposition to the proposed amendment.

Ms. Miller made some final comments in relation to issues that had previously developed in CCGLA, and believed that the Foundation could benefit by keeping these in mind. Ms. Miller commented that if someone is concerned about the well-being of an organization, they should bring it to forward. She gave two examples and stated she felt strongly that if there is an issue with the organization, that if you have the well-being of the organization in mind that you come forward with that.

Mr. Garcia stated that this matter along with other items will be taken up at the next CCGLA Board meeting, and in order to give the option, Mr. Garcia asked Mr. Nunn to consider resigning from both the CCGLA Board and the Collin Equality Foundation. Mr. Garcia offered a prepared resignation letter for both organizations.

9. Adjournment

Mr. Nunn entertained a motion to adjourn the meeting. Mr. Moss moved, Mr. Marshall seconded, that the meeting adjourn.

The meeting was adjourned at 8:03 PM.