Founding Meeting - February 14, 2009

Banadad Ski Trail Association

Founding Meeting

February 14, 2009

Present: Ted Young, Barbara Young, Barb Bottger, John Bottger, Jim Morrison, Peter Harris, Karen Monsen, Wayne Monsen, Karla Miller, Peter Spink, Linda Bosma, Mel Peterson.

Barbara Y. called the meeting to order.

Purpose: Formally form Banadad Trail Association.

Report on Banadad:

Ted gave brief overview. Most important ingredient is to raise some money in order to sustain the Trail. Budget – Deficit comes out of Boundary Country Trekking (BCT) budget. No expectation to pay back this deficit. Until the BTA is able to fund the expenses, Youngs are committed to keeping the trail open.

Future Needs and Plans – North Stars have been the energy behind this effort.

Bridge between Rush and Banadad Lake is sagging. Built by the Rovers 12-13 yrs. ago. 32-ft. long cedars were dragged out there and then decked with cedar decking brought in by horse. USFS said they would help re-build – bring in timbers and money for spikes, etc.

The interior of the Banadad has some narrow spots. On the west end it is 3-ft. in spots if we’re lucky. 2-1/2 to 3 miles still needs to be widened. 8-1/2 miles has been widened. Ted has applied for a grant to complete this project.

The Tall Pines Spur Trail – grant request for $4,000 from the DNR to resurface (bulldozer to level).

Far west end is on private land. No good connect with Gunflint Trail system.

Parking is not adequate. East end parking can be increased by just plowing which will happen next year.

Banadad Trail Association Bylaws:

Tom Rice and Wayne Monson presented the bylaws by reading each article. Those present then voted on each article with a motion and a 2nd to accept the article with any approved amendments.

ARTICLE 1: Ted moved, Karen 2^nd. No discussion. Motion passes

ARTICLE 2: John moved, Linda 2^nd. Discussion: Check for typos and grammatical errors. Motion passes.

ARTICLE 3: Ted moved, Karen 2^nd. No discussion. Motion passes.

ARTICLE 4: Mel moved, Linda 2^nd. Discussion – “All members” does that mean businesses as well? The business would be one vote. Ted moved to change “all members’ to “each membership”. John 2^nd Amendment passes. Motion passes.

ARTICLE 5: Ted moved, Karen 2^nd. Discussion – Members vote at annual meeting and have voice at board of directors meetings. Will 10 percent be too many (200 members – 20 needed). Motion passed.

ARTICLE 6: Linda moved, Karla 2^nd. Discussion – Motion by John B. that 6.5 Tenure shall read “Officers and at large directors shall serve three (3) year, staggered terms.” Ted 2^nd. Amendment passes. Question on travel expense re-imbursement. Peter S. is opposed to any kind of abuse of reimbursed funds. Language as is may be accepted as generic legal language for a 501(c)(3). Any decision for reimbursement will come before the board. Minutes for the board meetings – bylaws should note that these will be distributed to all members. How many consecutive terms for at-large board members? Peter H. moved that 6.5 Tenure read “At large members be allowed to serve no more than two (2) consecutive 3-yr. terms. Karla 2^nd. Amendment passes. Motion passed with amendments.

ARTICLE 7: Discussion – Ted moves to have 7.1 d be designated for the Secretary duties determined by the board but will include the fact that all minutes of board meetings will be distributed to the members. John 2^nd. Amendment passed. 501(c)(3) – is there an annual audit to the IRS? Should that be in the Treasurer’s duties. This is included in the annual financial report duty. After much discussion on terms of service, Pete S. moves that 7.2 Term of Officers reads “Each officer shall serve for a term of one (1) year. No officer shall serve more than three (3) consecutive terms in the same position.” Linda 2^nd Call the question. Motion passed with one nay. Linda moves, Pete 2^nd with amendments. Motion passed.

ARTICLE 8: John moved, Pete 2^nd. Barbara Y. moves that “the list of nominees shall be sent to all members with notice of the annual meeting at least 30 days before the annual meeting.” Linda 2^nd. Amendment passed. Motion with amendments passed.

ARTICLE 9: Linda moved, Barbara 2^nd. Motion passed.

ARTICLE 10: John moved, Linda 2^nd. Motion passed.

ARTICLE 11: Linda moved, Karen 2^nd. John B. moves that 11.1 read “Before the start of each fiscal year the treasturer will..” Linda 2^nd. Amendment passed. Karen moved, John 2^nd that 11.3 read “Annually, the President…” . Amendment passed. Article with amendments passed.

ARTICLE 12: Karen moved, Barbara 2^nd. Wayne moved, Ted 2nd that 12.1 Date of Fiscal Year read “October 1 through Sept. 30”. Amendment passed. Motion passed.

ARTICLE 13: Karen moved, John 2^nd. By acclamation, decided to correct 13.1 Amendments by Membership to read “… prior to the meeting at which the proposed amendment is presented”. Article passed.

Election of Board and Officers:

Slate for vote presented by Ted Young. Having heard no nominations from the floor, a white ballot was asked for. Members of the board and officers were elected by unanimous vote.

President – Karen Monsen

Vice President – Linda Bosma

Treasurer – Karla Miller

Secretary – Barb Bottger

Members at large – John Bottger, Peter Spink, Jim Morisson, Wayne Monsen, Mel Peterson, Anne Rykken, Tom Rice