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(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 2007-2008 Fiscal Year

Minutes of the 2007-2008 Annual Meeting of the Members of PMNS on March 17, 2007

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, 2007 at 6:30 P.M. and the following business was conducted.

2006-2007 President Terry Brawner was not present, as he was out of town. 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.
(the original minutes of this meeting, were transferred to this website, but the uploading agency somehow malfunctioned and the original minutes were lost. This is the reconstructed minutes, which hopefully contain all of the business of this meeting)

Those present for this Annual Meeting were (in alphabetical order):
Javier Castellanos
Pat Garrett
Bill Howard
David W. Proctor
Terrell W. "Terry" Proctor, J.D.
Eric Wortham
Rachel Wortham
Proxies received from several members

(some of the 2006-2007 Board members had scheduling conflicts this year and could not attend in person).

Notice of the Annual Meeting: Board Chairman, Terry Proctor, announced that all 2006-2007 members of the VMC of the PMNShad been contacted by mail and virtually all in person as well. This year, there was no gift sent with the Notice of this Annual Meeting of the PMNS as in the past several years. However a PMNS Coffee Mug with a dinosaur on it, is being created and will be shipped to paid members later in the year. Nominees for membership on the PMNS VMC and Board were contacted regarding interest in serving.
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, 2006, taken by Pat Garrett, PMNS Secretary for 2006-2007 were provided to the members by the VMC at the VMC Meeting. The minutes have also been on the PMNS website for most of the past year. There was a motion by David Proctor that the minutes be approved as presented, seconded by Rachel Wortham. The motion carried unanimously.

The PMNS Treasurer, David Proctor reported that with dues received through this meeting, and bills paid during the past fiscal year, the present balance in the Museum account is $1,232.70, including dues paid and deposited on this date. A number of Directors are to mail in their dues.

There are still some key ring flashlights and pocket knives from prior years gifts to members left, which will be used to give to new members in the future.

ELECTIONS

Since the VMC President, Terry Brawner was not present, 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, Victor Saufley was nominated for election by Pat Garrett and seconded by Rachel Wortham. There being no further nominations, the vote was called and Victor Saufley was elected President by acclamation for the fiscal year 2007-2008.

The floor was opened for nominations for Vice-President. Terry Proctor made the suggestion that we elect this year, as a temporary change in the By-laws, three Vice-Presidents, one each in charge of Trips; Programs; and Development. The members present liked this idea and it was presented, voted upon and passed unanimously. The floor was then opened for election of Vice-President for Trips and David Proctor nominated Terry Brawner for Vice-President for Trips, which was seconded by Eric Wortham. There being no other nominations, Terry Brawner was elected by acclamation. The floor was then opened for election of Vice-President for Programs and Pat Garrett nominated Duanne Clark for Vice-President for Programs, which was seconded by Rachel Wortham. There being no other nominations, Duanne Clark was elected by acclamation. The floor was then opened for election of Vice-President for Development and David Proctor nominated Pat Garrett for Vice-President for Development, which was seconded by Rachel Wortham. There being no other nominations, Pat Garrett was elected by acclamation.

The floor was opened for nominations for Secretary. David Proctor nominated Rachel Wortham, which was seconded by Pat Garrett. There being no further nominations, the vote was called and Rachel Wortham was elected Secretary by acclamation.

The floor was opened for nominations for Treasurer. David Proctor was nominated by Pat Garrett, which was seconded by Rachel Wortham. There being no further nominations, the vote was called and David William Proctor was elected Treasurer by acclamation.

Therefore, your 2007-2008 Officers will be:

President: Victor Saufley
Vice-Pres.: Terry Brawner-Trips
Vice-Pres.: Duanne Clark-Programs
Vice-Pres.: Patricia "Pat" Garrett-Development
Secretary: Rachel Wortham
Treasurer: David William Proctor

On motion by David Proctor and seconded by Pat Garrett, 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 Duanne Clark, seconded by David Proctor to set the number of Directors at forty (45) 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-five (45) passed unanimously.

Terry Proctor presented a list of thirty-two (32) persons who were nominated to be Directors for the March 17, 2007-2008 fiscal year, virtually all of whom he had contacted and had agreed to be on the Board this upcoming year. Terry Proctor requested that the Executive Committee be allowed to fill the remaining thirteen (13) Director positions with other interested persons during the year, who would be beneficial to the PMNS to be Directors. A motion was made by David Proctor that the 45 Board positions be filled with the 32 persons nominated and the 13 to be filled by the Executive Committee, which was seconded by Pat Garrett and the vote was unanimous. These 32 persons are listed below in these Minutes.

Terry Proctor announced that he had recently talked with famed Paleontologist, Peter Larson, who had agreed to be on the PMNS Board for the fiscal year 2007-2008. Dr. Robert J. Bakker, PhD, who is now the Paleo Curator for the Houston Museum of Natural Science was requested to remain on the PMNS Board for 2007-2008 fiscal year as well.

OLD BUSINESS:

The following old business was discussed and acted upon as follows:

Report on the PMNS web site https://proctormuseum.us. The museum web site continues to grow and add sections and will continue this next fiscal year to have much added to it. At present there are over 1,500 pages of information and the number of hits continues to grow continuously.

Terry Proctor reported that he had contacted IRS and gotten the information on the form which now needs to be filed in order to reinstate the 501c3 IRS status of the PMNS. Terry has previously been advised that when it is reinstated all gifts will be considered as being made to this 501c3 not for profit corporation, ab initio (i.e. clear back to the original granting of the 501c3 status. All donors are therefore protected in their donations to the PMNS.

There was a discussion regarding the trip by Terry Brawner and Terry Proctor, for the second year, this past August, 2006, to Montana and the wonderful dinosaur fossils there. Also the Oligocene fossils which they dug in Nebraska as well. Many of these are now on display in the PMNS and others have yet to be prepped for display.

NEW BUSINESS:

There was no specific new business discussed which was recalled, to be reported in these minutes.

Here is the list of the 32 Directors elected for 2007-2008

plus eleven (11) 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 Eric Wortham, which was seconded by David Proctor, and the vote was unanimous. After the VMC Meeting, the Board Meeting commenced.

Minutes of the 2007-2008 Annual Meeting of the Board of Directors on March 17, 2007

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, 2007 immediately following the VMC Annual Meeting, and conducted the following business.

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

There was a motion made by Terry Brawner and seconded by Pat Garrett that an Executive Committee for the 2006-2007 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 therefore will be the Executive Committee for 2007-2008.

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

Vice-Chairman: none

Secretary: RACHEL WORTHAM

Treasurer: DAVID WILLIAM PROCTOR

VMC President: VICTOR SAUFLEY

REPORTS

2006-2007 Board Chairman & Curator, Terry Proctor, gave a report on the PMNS as follows:

Building: physical building on the outside looks great after the Boy Scouts painted it last year. Rain getting through small holes in the roof, got the insulation wet, causing the sheetrock in the Mineral Room to collapse and fall in. The particle board shelves with very heavy minerals (perhaps 20# to 30# specimens) on top, collapsed. letting these large minerals fall through to the second shelf which had delicate quartz crystals and other fragile things. The good news is that none of the delicate and fragile specimens were damages. However, we need to replace the sheet roof ceiling and probably the lighting. The garage door still needs replacing and there is some shifting which has caused cracks in the corners inside the building. Therefore there are some repairs needed very soon.

Displays: PMNS has new additions from the Brawner/Proctor August, 2006 trip to Colorado, Montana, South Dakota and Nebraska primarily. We need to move all remaining fossil things out of the shell room. Terry Proctor purchased some expensive shells from the Philippines this past year, which are now on display in the shell room. Appreciation was expressed to Pat Garrett for her assistance in work in the Library, arranging books in the past. We still needs more labeling on the metal edges of shelves and additional sorting books out by categories.

The PMNS now has on loan the Hadrosaurus metatarsal which was discovered by Terry Brawner and prepped by Terry Proctor; the Titanothere femur discovered by Terry Brawner and dug out and prepped by Terry Proctor; the HadrosaurusChevron found and prepped by Terry Proctor in 2006. These and other things are now on display. The Hadrosaurus femur which was also found and dug out in Montana, is badly shattered on one end and hence will take some time before being able to be put on display.

One new section near the PMNS entrance is the group of Talc from the U.S. and China, from which Johnson and Johnson talcum powder is made. These specimens are from new PMNS Board Member Eric Wortham, for which we express our appreciation. Talc is also the mineral from which 'soapstone' figurines are carved.

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

RDW:twp

Respectfully submitted,




Rachel D. Wortham, J.D.
2007-2008 Secretary, Voting Member Council and Board

PROCTOR MUSEUM of NATURAL SCIENCE, INC.