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PMNS ANNUAL MEETING

Minutes of the 2009-2010 Annual Meeting
of the Voting Member Council on March 17, 2009


(NOTE: The Proctor Museum of Natural Science, Inc. is abbreviated as PMNS;
The Voting Member Council is abbreviated herein as VMC;
and the Board of Directors is abbreviated herein as the Board.
Current fiscal year refers to the 2009-2010 Fiscal Year starting March 17, 2009.


Minutes of the 2009-2010 Annual Meeting of the Members of PMNS on March 17, 2009

      The Members of the Voting Member Council of THE PROCTOR MUSEUM OF NATURAL SCIENCE, met at the Glendale Mediation Center, in the City of Houston, Harris County, Texas on March 17, 2009 at 6:00 P.M. and the following business was conducted.


      2008-2009 President Jim Holdeman was not present due to his health at this meeting. The Voting Member Council was called to order by the Board Chairman, Terrell William 'Terry' Proctor, J.D.   A quorum was present to conduct business.

Those present for this Annual Meeting were (in alphabetical order):
Terry Brawner
Regina C. Gorman
Gary Gray
David W. Proctor
Terrell W. "Terry" Proctor, J.D.
Richard 'Rick' Rexroad

Proxies were received from Hector Barkley, Pat Garrett and Jim Holdeman.

     (Several members contacted the Museum with scheduling conflicts and other matters which prevented such members from attending).

Notice of the Annual Meeting: Board Chairman, Terry Proctor, announced that the 2008-2009 members of the VMC of the PMNShad been contacted by a mailing including an agenda, an application, and a proxy. Many of the 2008-2009 members were contacted personally as well, by phone or email.

      Last year's member gift of a fine white porcelain mug with a graphic in black of a Parasaurolophus Hadrosaurus dinosaur, with the Museum name in green did not arrive in time to be handed out at last year's Annual Meeting. However, it was reported that the mugs had been handed out to most Houston area members in person. Others will be mailed in the future.

      The minutes from the March 17, 2008 Annual Meeting have been on the PMNS Website for a year. Copies were also handed out to each member at this Annual Meeting. A motion was made by Regina C. Gorman and seconded by Terry Brawner to approve the minutes as presented, which motion carried unanimously.

      David Proctor, 2008 Treasurer, made his report, reporting that as of this meeting, there is $656.94 in the bank. No dues for fiscal year 2009-2010 have yet been received. Usually some dues have come in on or before the Annual Meeting, so this figure should rise shortly.


ELECTIONS

     VMC President, Jim Holdeman not being present, was unable preside at the VMC Meeting. Therefore, Board Chairman, Terry Proctor, called for election of Officers for the VMC.

      There was a discussion regarding the action taken at the 2008 Annual Meeting, where the membership voted to suspend the By-Laws and elect three Vice-Presidents, one each in charge of Trips; Programs; and Development. The members at this 2009 Annual Meeting expressed a desire to continue this action again this year and to again elect three Vice-Presidents instead of just one, in order to provide for specific leadership in these three areas.

     The floor was opened for nominations for 2009-2010 Officers for the VMC. The Board Chairman, Terry Proctor, presented a sheet of suggested nominations for the various offices, from having talked with the nominees and others having been members for some time. Terry stated that it was his belief that all of those on the list had backgrounds, interest and would be beneficial to be on the Board again for the upcoming year. However, Terry pointed out that his list was only to provide names of persons who were willing and qualified to serve and/or had been serving and the indication was that such person would want to be kept on the Board. Terry also stated that by no means should this list be considered to be the only persons to be considered for these offices. The list was discussed and after completion of the discussion, Gary Gray moved to elect the list by acclamation, as being acceptable to all present. There was a second by Terry Brawner. The vote was unanimous.

The 2009-2010 Officers will be:

President: David Proctor
Vice-Pres.: Terry Brawner-Trips
Vice-Pres.: Rick Rexroad-Programs
Vice-Pres.: Gary Gray-Development
Secretary: Regina Gorman

Treasurer: Diana Kay Saufley


OTHER BUSINESS RELATED TO ELECTIONS AND OPERATION OF THE PMNS FOR THE FISCAL YEAR 2009-2010

      On motion by David Proctor and seconded by Terry Brawner, as in the past few years, 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 Board Chairman, for the VMC President, called for the vote on this motion, which passed by acclamation.

      Terry Proctor asked for discussion as to the number of Directors for the current fiscal year and for nominations for Directors to the PMNS Board. After some discussion, there was a motion by David Proctor, seconded by Terry Brawner to set the number of Directors for the current fiscal year 2009-2010 at forty-five (45) . There being no other motion or amendments, the vote was called for the number of Directors for the current fiscal year to be set at forty-five (45) passed unanimously.

     Terry Proctor presented a list of thirty-three (33) persons which he suggested be elected to the 2009-2010 Board of Directors. Most of these were former Directors, with some former Directors removed who wished to become inactive, and added some additional names, as new members to the Board. Terry also suggested, that as in years past, the Executive Committee be allowed to fill the remaining 12 Director positions, with PMNS members who are interested in serving on the PMNS Board of Directors; who are qualified; and who would agree to serve as Directors for this new fiscal year.

      A motion was made by Terry Brawner that the number of Directors for the 2009-2010 Board of Director be set at 45 and that the 33 persons suggested be elected to the 2009-2010 Board of Directors with the remaining 12 Board positions be filled during the year by the Executive Committee as in past years. The motion was seconded by Regina Gorman and passed unanimously. The persons elected to the Board are shown below.

      Prior to the election of the Board members, Terry Proctor discussed potential new Board Members with whom he had talked about being on the Board and also reaffirmed some of the well-known scientists who are on our Board about remaining on the Board and others had not been able to be reached, but have been on the Board for some time and are assumed to want to continue being on the Board.  

      There was a brief discussion of dues. For the past 20 years dues have remained the same, with only $15.00 for individuals and $25.00 for a family membership. A motion to have dues remain at the same rates as for the past 20 years was made by Rich Rexroad and seconded by David Proctor, which motion passed unanimously.

      There was a discussion, that since our IRS status of 501(c)(3) is in effect and confirmed again, we can solicit grants and donations to improve facilities. Dues are basically used to pay utilities, supplies, some publications, and other smaller expenses of the PMNS. It was agreed that we want to keep dues low, and seek other funds for improvements and other expenses of the PMNS.


OLD BUSINESS & DISCUSSIONS REGARDING PRIOR MUSEUM BUSINESS REVIEWED:

     When Hurricane Ike caused a tree to fall on the museum in September, 2008, it put five holes in the roof and tore all the power off of the Museum. Ike also broke a window in the Library. Terry reported that the holes in the roof were promptly fixed at his expense, so that no internal damage was done. However, the replacement of the electrical service, new entry, gooseneck etc. is going to cost $1,000 to $2,000. This will take some time for Terry to come up with funds to replace the electrical service to the museum.

      There was a discussion of trips for the 2009-2010 fiscal year. Terry Brawner will advise of any trips or joint trips with Houston Gem & Mineral Society this next year.

     There was some discussion of the SciNews section of the Website which Terry Proctor started last year and hopes to get more done on this next year. Terry has started a page on the Website called 'Terry Talks' where he has put online talks given to various groups he has appeared before to talk about Earth Science.

     Terry Proctor reported that the www.proctormuseum.us Website has continued to receive a large number of visitors to the Website.

     There was a discussion about various programs to provide education for children and adults, including schools, civic groups, scouts, churches, and others.

NEW BUSINESS:

     There was not much specific new business discussed as the Old and New business were more or less merged together in discussions. With our IRS 501(c)(3) status still in place, there was renewed discussion about trying to obtain funds from corporate donors and others who have Earth Science businesses to solicit donations in order to fund more things for the PMNS in the future.

Here is the list of the 33 Directors elected for 2009-2010

  • Robert T. Bakker, Ph. D., Nationally and internationally recognized leading paleontologist;Visiting Paleo Curator, Houston, Museum of Natural Science
  • Hector Barkley, CPA
  • Noe Benitez, Law Student & Intern for T.W. Proctor & Associates
  • Terry Brawner, former President PMNS; former Chairman HGMS Paleo Section; extensive collections-trilobites et al.
  • Roberto Brunel, Engineer
  • Javier Castellanos, Explorer
  • Jenelle (Nolan) Chamberlain, J.D., retire Attorney, Artist
  • Duane Keith Clark, retired Quality Control Inspector & 2004-2005 Pres. PMNS & collector
  • Bob Curry, school teacher Eastern Montana & knows where the dinosaur bones are located--collector and guide
  • Duane Keith Clark, retired Quality Control Inspector & 2004-2005 Pres. PMNS & collector
  • Frank Garcia, formerly with Smithsonian Institute, and freelance Paleontologist
  • Patricia Ann "Pat" Garrett, internet sales and real estate, former Officer PMNS
  • Phyllis B. George, Author and Editor Houston Gem & Mineral Society publication
  • James H. 'Jim' Holdeman, Retired businessman
  • Richard A. "Rich" Johnson, business owner and technician
  • Clayton Keiffer, Member HGMS and collector
  • Peter J. Larson, Paleontologist & Chairman, Black Hills Institute, South Dakota-famous for T-Rex 'Sue'
  • Patrick J. Lewis, PhD, Prof. Sam Houston State University, paleontologist
  • Diep Kieu Nguyen, businesswoman
  • Donald H. Nowlin, M.D., retired Orthopedic Surgeon
  • David William Proctor, Past President PMNS several times and other offices
  • Terrell William 'Terry' Proctor, J.D., PMNS Chairman, Curator and General Counsel for 20 years
  • Peter Ragusa, retired telecommunications-Past President, PMNS and collector
  • Richard 'Rick' Rexroad, Past Chairman HGMS Paleo Section
  • Diana Kay (Proctor) Saufley, former officer PMNS, Nurse, Interior Decorator, Scout leader and collector
  • Vic Saufley, Management Waste Management, Past President PMNS, Scout leader, collector
  • Chuck Schuler, Co-owner Shu's Rocks & Minerals in League City, Texas, Member HGMS
  • Pauline Singleton, member HGMS and long time member of PMNS
  • Robert Sinibaldi, PhD, Professor, Florida; Past Pres. Tampa Bay Fossil Club; long time member PMNS, diver and collector
  • W. Terry Stiles, Administrator, A & M Veterinarian Hospital, College Station, Texas; long time member PMNS & cooks for trips to Whiskey Bridge middle-Eocene digs
  • Guillermo Torre, M.D., Cardiologist with Methodist DeBakey Cardiology Associates
  • Capt. Joel Vinluan, Merchant Marine Ship Officer and long time member PMNS
  • Edward Vlha, management employee with storage firm; long time member of PMNS

plus twelve (12) additional persons to be appointed by the Executive Committee during the year, upon payment of dues and acceptance of a position as Director.


     A motion was made to adjourn by Terry Brawner, which was seconded by David Proctor, with a unanimous vote. After the VMC Meeting, the Board Meeting commenced.


Minutes of the 2009-2010 Annual Meeting of the Board of Directors on March 17, 2009

     The Board of Directors of THE PROCTOR MUSEUM OF NATURAL SCIENCE, met at the Glendale Mediation Center, in the City of Houston, Harris County, Texas on March 17, 2009 immediately following the VMC Annual Meeting, and conducted the following business.

     The Board Meeting was called to order by Board Chairman, Terry Proctor.

The first order of business was the election of the Chairman, Vice-Chairman and Secretary of the Board of Directors.

     Terry Proctor was nominated for Board Chairman by Regina Gorman which was seconded by Rick Rexroad and the vote was unanimous.

     David Proctor was nominated for Vice-Chairman by Terry Brawner which was seconded by Regina Gorman and the vote was unanimous.

     Regina Gorman was nominated for Secretary by Rick Rexroad which was seconded by Terry Brawner and the vote was unanimous.

     There was a motion made by Terry Brawner and seconded by David Proctor that an Executive Committee for the 2009-2010 fiscal year again be established, which would consist of the Officers of the Board of Directors 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. All of these matters are subject to ratification by the Board, which has final authority over the actions of the VMC. These matters are to be presented to the Board for their approval and upon the Board's approval and ratification, would become effective for the current fiscal year. Upon voice vote, such motion passed unanimously.


     The following persons therefore will be the Executive Committee for 2009-2010.

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

Vice-Chairman: DAVID WILLIAM PROCTOR

Secretary: REGINA GORMAN

Treasurer: DIANA KAY (PROCTOR) SAUFLEY

VMC President: DAVID WILLIAM PROCTOR

     There being no further business of the Board, a motion was made by David Proctor, seconded by Terry Brawner and passed unanimously to adjourn.

RCG:twp

Respectfully submitted,




Regina C. Gorman
2009-2010 Secretary, Voting Member Council and Board
PROCTOR MUSEUM of NATURAL SCIENCE, INC.