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PMNS ANNUAL MEETING

Minutes of the 2003-2004 Annual Meeting
of the Voting Member Council on March 17, 2003


(NOTE: Proctor Museum of Natural Science, Inc. is abbreviated herein as PMNS
& the Voting Member Council is abbreviated as VMC herein.


The meeting was called to order by Chair of the Voting Member Council,
Terry Brawner who announced that quorum was present to conduct business.
Those present for this 2003-04 Annual Meeting were (in alphabetical order):

Terry Brawner
Duanne Clark
Martha Tamez Clark
Dr. Terrell W. "Terry" Proctor, J.D.
Delilah A. Proctor
Anna Stanley
David Wolf
Joel A. Vinluan
Julien Vinluan

Notice of the Annual Meeting: President, Terry Brawner, announced that all 2002-2003 members of the Voting Member Council (VMC herein) of the PMNS had been contacted for this Annual Meeting of the PMNS-VMC.
After some pre-business discussion on various matters of the members visiting with each other, President, Terry Brawner proceeded with the business of the meeting as follows:

The minutes of the March 17, 2002 having been provided to the members by the VMC Secretary, Claudette Zakharia (who was not at this meeting), there was a motion by Terry Proctor to dispense with the actual reading of the minutes and their approval and seconded by David Wolf. The motion carried unanimously.

Delilah A. Proctor, Treasurer, gave the treasurer's report. She reported that the PMNS has on hand in the bank the sum of $435.82. She reported that there was little financial activity this past year in the PMNS' account as most of the expense items had been donated and there was little dues collected in the last fiscal year. This year it is hoped that there will be more dues income and if we can reacquire our IRS 501c3 status, we hope to obtain some grant money to pay for improvements and the work of the PMNS.


ELECTIONS

President, Terry Brawner announced that his company was moving him to Louisville, Kentucky in 30 days and hence he could not run for re-election as President next year as he had requested to do.

The floor was opened for nominations for President by the President. David Wolf was nominated by Duanne Clark and seconded by Delilah A. Proctor. There being no further nominations, the President called for the vote and David Wolf was elected President by acclamation.

Terry Brawner then opened the floor for nominations for Vice-President. Duanne Clark was nominated by David Wolf, which was seconded by Terry Proctor. There being no further nominations, the President called for the vote and Duanne Clark was elected Vice-President by acclamation.

Terry Brawner then opened the floor for nominations for Secretary. Joel Vinluan was nominated by Delilah A. Proctor, which nomination was seconded by Duanne Clark. There being no further nominations, the President called for the vote and Joel Vinluan was elected Secretary by acclamation.

Terry Brawner then opened the floor for nominations for Treasurer. Delilah A. Proctor was nominated by Duanne Clark which nomination was seconded by Terry Proctor. There being no further nominations, the President called for the vote and Delilah A. Proctor was elected Treasurer by acclamation.


On motion by Terry Proctor and seconded by Duanne Clark, there was a motion that the By-laws be suspended for this one year only and all persons elected as Voting Council Members and to the Board be elected for one year only; that those elected to the Board of Directors hold membership as both members of the Voting Member Council and on the Board, subject to the payment of the requisite PMNS dues and that such persons accept the election as a member of the Voting Member Council and to the Board. Other persons who wished to be on the Voting Member Council, would be able to do so, as usual, subject to payment of the requisite dues and acceptance of membership. There being no other motion or amendment, the President called for the vote on this motion, which passed by acclamation.

Terry Brawner asked for discussion as to the number of Directors for 2003-2004 fiscal year and for nominations for Directors to the PMNS Board of Directors. After some discussion, there was a motion by Duanne Clark seconded by David Wolf to set the number of Directors at thirty-five (35) for the fiscal year 2003-2004. There being no other motion or amendments, the President called for the vote and the number of Directors for the fiscal year from March 17, 2003-2004 was set at thirty-five (35) by acclamation.
Terry Proctor presented a list of twenty-eight (28) persons who were Directors last year and wished to be Directors for the 2003-2004 fiscal year and those who were not Directors last year, but would like to be Directors for the 2003-2004 fiscal year. Terry Proctor nominated the twenty-eight persons as Directors for the fiscal year from March 17, 2003 to March 17, 2004 and that the remaining seven Director positions be allowed to be filled by the Board of Directors, through its Executive Committee during the year with persons interested and willing to be on the Board for this next year and herenow considered as elected by this vote at the annual meeting. The motion was seconded by Duanne Clark. There being no other motion or amendment or names to be nominated at this time, the President called for the vote and the following twenty-eight (28) persons were elected as Directors for the fiscal year from March 17, 2003-2004 with seven (7) more to be filled by the Executive Committee with persons interested and willing to serve during this next year, which vote was by acclamation.
Here is the list of Directors elected, in alphabetical order:


HECTOR BARKLEY, CPA TERRY T. BRAWNER ROBERTO BRUNEL
JAVIER CASTELLANOS JENELLE NOLAN CHAMBERLAIN, J.D. DUANE KEITH CLARK
MARTHA TAMEZ CLARK Prof. ROBERT H. CROSS FRANK GARCIA
PHYLLIS B. GEORGE JIM HOLDEMAN OSCAR B. LAIRD
FRANK E. NADOLNEY DR. DONALD H. NOWLIN, M.D. DAVID W. PROCTOR
DELILAH A. PROCTOR TERRELL WM."TERRY" PROCTOR, J.D. PETER J. RAGUSA
DIANA KAY SAUFLEY VIC SAUFLEY PAULINE SINGLETON
ROBERT SINIBALDI, PhD ANNA STANLEY W. TERRY STILES
Capt. JOEL A. VINLUAN DAVID W. WOLF HERMAN CLIFFORD WOOD, M.D.
CLAUDETTE ZAKHARIA

plus seven (7) additional persons appointed by the Executive Committee during the year, upon payment of dues and acceptance of a position as Director.

There was a motion made by Terry Proctor and seconded by Delilah A. Proctor that an Executive Committee for the 2003-2004 fiscal year be established, which would consist of the Board of Directors Officers elected on this date plus the President of the VMC and that such Executive Committee would be authorized to approve new Voting Members during the year and to operate the PMNS without additional authority during the year, except on matters of capital investment, incurring debt, or other major matters, which would come back to the Board of Directors. All of these matters are subject to ratification by the Board of Directors, who have final authority over the actions of the VMC. These matters are to be presented to the Board of Directors for their approval and upon the Board of Directors' approval and ratification, would become effective for the fiscal year March 17, 2003 to March 17, 2004. Upon voice vote, such motion passed unanimously.


The following persons were voted as members of the Executive Committee subject to ratification by the Board of Directors and their payment of dues and acceptance of membership:

Board Chairman TERRELL WILLIAM "TERRY" PROCTOR, J.D.

Vice-Chairman DUANNE CLARK

Secretary Capt. JOEL VINLUAN

Treasurer DELILAH A. PROCTOR

Voting Member Council President DAVID W. WOLF

REPORTS

2002-2003 President Terry Brawner and Board Chairman & Curator, Terry Proctor, jointly reported on the PMNS as follows:

Building: new roof a couple of years back; ceiling and other interior damage from leaking and termites was repaired and new plumbing of copper tubing installed a couple of years back. Now because of possible settling, some cracks are opening a little again, which need some minor repair. Building needs painting badly.

Displays: PMNS is bursting at the seams with things to exhibit, especial fossils, minerals and shells. However, things are in disorganized status because of Curator's time limitations because of his law practice. We need some work days to clear out things not needed and to organize, clean, identify, label and display the really good things in the PMNS.

Field Trips: Several recent trips done in conjunction with the Houston Gem & Mineral Society.

#1 August 16-17, 2002. A great trip to Tulsa, Oklahoma to collect Pennsylvanian plant fossils. The cooperation of the Tulsa Spine Hospital Board of Directors, Administrator, the General Contractor and John, the Heavy Equipment Operator were outstanding. John, loaded six dump trucks of material and dumped it at the end of a drive so that members of the PMNS/HGMS-Paleo could drive right up and load up these fossils into their cars, trucks and trailers. During the day John came over with a front end loader and mixed the piles so we could get even more fossils

#2 September, 2001. The usual PMNS/HGMS-Paleo fall trip to the Stone City formation at Whiskey Bridge and then to Terry Stiles Ranch for barbecued chicken. This trip has been an annual event of these two groups for a number of years, until this past September, 2002 when heavy rains made the trip not a good prospect and Terry Stiles had to leave on a family health matter, so it has been rescheduled for probably April, 2003.

#3 There is a summer trip being planned to dig dinosaur bones in June or July, 2003. This will probably be a joint PMNS/HGMS trip. It is being coordinated between our new VMC President David Wolf and PMNS Chairman Terry Proctor.


OLD BUSINESS

The following Old Business was discussed and acted upon as follows:

Report on new web site proctormuseum.us which is now up and running and being added to regularly. Terry Proctor is the Webmaster and expects the web site to have 50 to 100 pages or more when pretty well completed. He promises that it will be unlike any other museum web site in the quality and quantity of information available.

Terry Proctor will check on the IRS 501c3 status and see what he can do to get it restored.

There was a discussion regarding starting a monthly publication again. There was also discussion that since many members are online, that the monthly publication could be or also be loaded on the website.


NEW BUSINESS

Curator, Terry Proctor, requested suggestions of things the PMNS could do this year to improve our services to the community. All persons present had suggestions, and these were some of the things discussed (apologies for not being able to match up each suggestion with the person making the suggestion):

David Wolf suggested cleaning up the PMNS with some work days.

Terry Brawner suggested more field trips this next fiscal year.

Duanne Clark asked about bringing the Scouts through and Terry Proctor said he had advised the Raven District some years back to have the Scouts come through and there had not been many who did. He has had some scouts come through, but we do need more.

Anna Stanley suggested Saturday afternoon work shops at the PMNS.

David Wolf suggested selling things on eBay to raise funds for the PMNS. There was some discussion about selling surplus material which PMNS did not need for display.

Terry Proctor mentioned stories in the past on the PMNS in the local paper, the Sentinel and that we need to get more stories on the PMNS. However, getting the PMNS in better shape is paramount before doing too much publicity and getting too many people coming through.

There was discussion that with the IRS 501c3 status restored, we could seek foundation grants and other funds of companies and others who donate to 501c3 status corporations.

Terry Proctor discussed the potential for having speakers at a public place, such as a school, to speak on science with notice to the science teachers in the area so we could get a good turn out and good publicity and public exposure for the PMNS and its programs. This idea was well received and may be implemented during the year.

There being no further business of the VMC, the meeting was adjourned.
JAV:twp Respectfully submitted,




Joel A. Vinluan

Secretary, Voting Member Council
PROCTOR MUSEUM of NATURAL SCIENCE, INC.



Minutes of the 2003-2004 Annual Meeting of the Board of Directors on March 17, 2003

The Board of Directors of THE PROCTOR MUSEUM OF NATURAL SCIENCE, a Texas non-profit corporation met at the Glendale Mediation Center, in the City of Houston, Harris County, Texas on March 17, 2003 at 7:45 P.M. (immediately following the VMC Annual Meeting)


1. Attendance: Present at the meeting in person or by proxy and constituting a quorum of the full Board were:

Terry Brawner
Duanne Clark
Martha Tamez Clark
Dr. Terrell W. "Terry" Proctor, J.D.
Delilah A. Proctor
Anna Stanley
David Wolf
Joel A. Vinluan
Julien Vinluan

(NOTE: Proctor Museum of Natural Science, Inc. is abbreviated herein as PMNS)

2. Notice of the Annual Meeting: The Chairman announced that all present directors of the PMNS had been contacted for this Annual Meeting of the Board.

3. Election of Officers: The President called for the election of officers for the fiscal year 2002-2003 of the Board of Directors of the Corporation. The following nominations were made, seconded and passed unanimously as shown:
Chairman of the Board: Terrell William Proctor, J.D.
Vice-Chairman of the Board: Duanne Clark
Secretary of the Board: Capt. Joel Vinluan
Treasurer of the Board: Delilah A. Proctor

4. Motion for Governing Committee: David Wolf made a motion that the Board have a five person Executive Committee, consisting of the Chairman, Vice-Chairman, Secretary and Treasurer of the Board and the President of the Voting Member Council, which would be now established and charged by the Board of Directors with the authority and ability to govern the PMNS as to the authority and duties of the Board of Directors of the Corporation during the fiscal year 2003-2004 and report to the Board of Directors from time to time, as directed by the Board of Directors, upon the actions of such Executive Committee. The Executive Committee would including, but not be limited to, appointing up to seven more Directors to fill the authorized 35 Directors for the 2003-2004 fiscal year and to approve new VMC members, up to the maximum allowed under the PMNS Bylaws. The motion was seconded by Duanne Clark and passed unanimously.

5. Adjournment: There being no further business to come before the meeting, on motion duly made by David Wolf, seconded by Terry Brawner and unanimously carried, the meeting was declared adjourned.

Terrell William Proctor, J.D.
Chairman



Capt. Joel Vinluan
Secretary