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PMNS ANNUAL MEETING Minutes of the 2004-2005 Annual Meeting |
(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
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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