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ABOUT THE PMNS

(NOTE: The Proctor Museum of Natural Science, Inc. is abbreviated herein 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 upcoming 2004-2005 Fiscal Year

2003-2004 President David Wolf was unable to attend the Annual Meeting, so 2003-2004 Board Chairman, Terry Proctor, called the Annual Meeting to order of the Voting Member Council.

It was announced that a quorum was present to conduct business.

Those present for this Annual Meeting were (in alphabetical order):

Maureen Millen
Terrell W. "Terry" Proctor, J.D.
Delilah A. Proctor
Anna Stanley
Jonathan Vinluan
Julien Vinluan

(it was noted that a number of 2003-2004 Board members had conflicts this year and could not attend.

Notice of the Annual Meeting: Board Chairman, Terry Proctor, announced that all 2003-2004 members of the VMC of the PMNShad been contacted by mail and most in person as well, with notice of this Annual Meeting of the PMNS-VMC.
After some pre-business discussion on various matters of the members visiting with each other, the PMNS proceeded with the business of the meeting as follows:

The minutes of the March 17, 2003 having been provided to the members by the VMC Secretary, Joel Vinluan by publication on the web site, there was a motion by Terry Proctor that the minutes be approved as published, seconded by Anna Stanley. 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 $775.82, through the date of the meeting (this included a donation from Claudia Cooper on that date earlier, when she and her three grandchildren went through the Museum with Curator Terry Proctor being the guide). Delilah Proctor reported that there was little financial activity this past year in the PMNS' account as most of the expense items had been donated but dues collection were better last year than the prior year.

ELECTIONS

Board Chairman, Terry Proctor called for election of Officers for the VMC.

The floor was opened for nominations for President, and after some discussion regarding the relative availability, interest and qualifications, Duanne Clark was nominated by Anna Stanley and seconded by Delilah A. Proctor. There being no further nominations, the vote was called and Duanne Clark was elected President by acclamation.

The floor was opened for nominations for Vice-President. Delilah Proctor nominated by Joel Vinluan, which was seconded by Terry Proctor. There being no further nominations, the vote was called and Joel Vinluan was elected Vice-President by acclamation.

The floor was opened for nominations for Secretary. Claudette Zakharia was nominated by Terry Proctor, which was seconded by Anna Stanley. There being no further nominations, the vote was called and Claudette Zakharia was elected Secretary by acclamation.

The floor was opened for nominations for Treasurer. Terry Proctor nominated Delilah Proctor (who has a degree in accounting), which was seconded by Anna Stanley. There being no further nominations, the vote was called and Delilah A. Proctor was elected Treasurer by acclamation.

On motion by Terry Proctor and seconded by Anna Stanley, 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 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 Delilah Proctor, seconded by Anna Stanley to set the number of Directors at forty (40) for the current fiscal year. 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 (40) passed unanimously.

Terry Proctor presented a list of thirty-three (33) persons who were either Directors last year and wished to be Directors for the current fiscal year AND/OR those who were not Directors last year, but would like to be Directors for the current fiscal year.

Terry Proctor announced that he had spoken earlier in the day with Paleontologist, Robert T. Bakker, Ph.D., who had agreed to serve on the PMNS Board for the current year. The members present at the Annual Meeting were very please and honored at this addition to the Board of Directors, and directed Curator and Board Chairman, Terry Proctor, J.D. to pass on to Dr. Bakkertheir appreciation in his agreement to serve on the PMNS Board of Directors for the current fiscal year.

Terry Proctor nominated the thirty-three persons to serve as Directors for the current fiscal year from March 17, 2004 to March 17, 2005 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 Anna Stanley. There being no other motion or amendment or names to be nominated at this time, the President called for the vote and the following thirty-three (33) persons were elected as Directors for the current fiscal year, subject to acceptance of their election and payment of dues, with seven (7) more Director positions to be filled by the Executive Committee with persons interested and willing to serve for the current fiscal year. The vote was unanimous.

Here is the list of the 33 Directors for 2004-2005

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 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, who have 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 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 JOEL A. VINLUAN

Secretary CLAUDETTE ZAKHARIA

Treasurer DELILAH A. PROCTOR

Voting Member Council President DUANNE CLARK

REPORTS

2003-2004 Board Chairman & Curator, Terry Proctor, gave a report on the PMNS as follows:

Building: physical building is in pretty fair shape, but the garage door needs replacing and there is some shifting which has caused cracks in the corners inside the building. Therefore there are some minor repairs needed. The building still needs painting badly, only worse now.

Displays: PMNS is still 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.

The PMNS now has on loan a T-Rex leg bone, loaned by Curator Terry Proctor. A number of new impressive items have also been loaned by Terry Proctor this past year.

Field Trips: PMNS had no field trip in 2003-2004. Upon discussion of several locations and dates, a motion was made by Delilah Proctor that the PMNS take a field trip to McFadden Beach on April 3, 2004. The motion was seconded by Anna Stanley and passed unanimously. Anna will meet us by cell phone about 10:00 A.M. on that date on McFadden Beach and others will meet at the PMNS office at 9:00 A.M. and drive to McFadden Beach to meet Anna there.

OLD BUSINESS

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

Terry Proctor presented a book with pages from the PMNS web site and then showed those present, on the computer, some of the new pages on the web site. While Terry as the Web Master had projected last year that the web site would have 50 to 100 pages, in fact, included the pages of graphics to cause one to be able to see a large view of each item separately, the web site now has an estimated 500 to 800 pages and is growing rapidly. Terry reminded the members that last year he promised that the PMNS web site would be unlike any other museum's web site in the quality and quantity of information available. That is rapidly becoming true.

Terry Proctor promises this year that he will check into the restoration of the PMNS status to an IRS 501c3 organization.

It is planned to start having a monthly publication again, but this time, it will be on the Web Site.

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

Terry Proctor again reminded that we need to do a general cleaning up the PMNS, probably with one or two work days during the year.

Terry Proctor also commented on the fact that the grandmother and three young grandchildren had gone through the PMNS
that morning and how excited the grandmother was. She wanted a picture of each grandchild with the Curator, holding the T-Rex leg bone, and that Terry had then printed out a color print of all of the grandchildren and him with the T-Rex Leg bone for her, as well as the grandmother taking the pictures she wanted as well.

Anna Stanley last year had suggested Saturday afternoon work shops at the PMNS and this will be considered this year.

There was again a discussion of how to raise funds and we recalled that David Wolf had suggested selling things on eBay to raise funds for the PMNS. We again discussed the possibility of selling surplus material which PMNS did not need for display, which belonged to the PMNS (most is on loan for display). Terry Proctor told members that the PMNS dues may now be paid on line, by using PayPal, which appears on the Museum site's Gift Page. Items for sale can also be purchased on line shortly.

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.

Those present again 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.

CKZ:twp

Respectfully submitted,




Claudette K. Zakharia

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

Minutes of the 2004-2005 Annual Meeting of the Board of Directors on March 17, 2004

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, 2003 at 7:45 P.M. (immediately following the VMC Annual Meeting) and conducted the following business.

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

Maureen Millen
Terrell W. "Terry" Proctor, J.D.
Delilah A. Proctor
Anna Stanley
Jonathan Vinluan
Julien Vinluan

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 Chairman of the Board called for the election of Board officers for the current fiscal year 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: Capt. Joel A. Vinluan
Secretary of the Board: Claudette K. Zakharia
Treasurer of the Board: Delilah A. Proctor

4. Motion for Governing Committee: Delilah Proctor made a motion that the Board have a five person Executive Committee, consisting of the Board Chairman, Vice-Chairman, Secretary and Treasurer and the President of the Voting Member Council, which would be now established and charged by the Board with the authority and ability to govern the PMNS as to the authority and duties of the Board of the Corporation during the current fiscal year and report to the Board from time to time, as directed by the Board, upon the actions of such Executive Committee. The duties of the Executive Committee would include, but not be limited to, appointing up to seven (7) more Directors to fill the authorized 40 Directors for the current fiscal year and to approve new VMC members, up to the maximum allowed under the PMNS Bylaws. The motion was seconded by Maureen Millen and passed unanimously.

5. Adjournment: There being no further business to come before the meeting, on motion duly made by Delilah Proctor, seconded by Anna Stanley and unanimously carried, the meeting was declared adjourned.

Terrell William Proctor, J.D.
Chairman



Claudette K. Zakharia
Secretary