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ABOUT THE PMNS

(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 2010-2011 Fiscal Year starting March 17, 2010.

Minutes of the 2010-2011 Annual Meeting of the Members of PMNS on March 17, 2010

      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, 2010 at 6:00 P.M. and the following business was conducted.

      2009-2010 President David William Proctor called the meeting of the Voting Member Council to order. A quorum was present to conduct business.

Those present for this Annual Meeting were (in alphabetical order):
Terry Brawner
Gary Gray
David W. Proctor
Terrell W. "Terry" Proctor, J.D.
Proxies were received from several members who were unable to attend.

     (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 2009-2010 members of the VMC of the PMNShad been contacted by a mailing including an agenda, an application, and a proxy. Many of the 2009-2010 members were contacted personally as well, by phone or email.

     Most members of the PMNS have received their gift of a fine white porcelain mug with a black Parasaurolophus Hadrosaurus dinosaur and the PMNS name in green. Those who have not should notify Board Chairman Terry Proctor and one will be delivered to you. We are aware that some of our out of town members have not yet been mailed theirs and these should go out soon.

      The minutes from the March 17, 2009 Annual Meeting are published in the PMNS Website. Terry Proctor moved to approve the minutes, seconded by Gary Gray and the motion carried unanimously.

      Diana Kay (Proctor) Saufley, 2009 Treasurer, reported there is $935.11 in the bank. There were $130.00 in dues paid at the Annual Meeting, making the balance right after the meeting $1,065.11.

ELECTIONS

     VMC President, David Proctor called for election of Officers for the VMC.

      There was a discussion regarding the action taken at the 2009 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 2010 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 2010-2011 Officers for the VMC. 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 the ability, background and interest to be beneficial to the PMNS to be elected as officers of the VMC for 2010-2011. Terry pointed out that he created the list 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 elected and/or 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 and as Board Members. 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: Diana Kay Saufley
Treasurer: Allie Barron

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

      On motion by Gary Gray 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 Terry Brawner, seconded by Gary Gray to set the number of Directors for the current fiscal year 2010-2011 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-eight (38) persons which he suggested be elected to the 2010-2011 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 7 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 2010-2011 Board of Director be set at 45 and that the 38 persons suggested be elected to the 2010-2011 Board of Directors with the remaining 7 Board positions be filled during the year by the Executive Committee as in past years. The motion was seconded Gary Gray 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 21 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 21 years was made by Rick Rexroad and seconded by Terry Brawner, which motion passed unanimously.

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 20109-2011 fiscal year. Terry Brawner will advise of any trips or joint trips with Houston Gem & Mineral Society this next year.

     Terry Proctor reported that the www.proctormuseum.us Website has continued to receive a large number of visitors to the Website. However the Website is offline for a few days, because the company which could have renewed the domain name, is out of business and Terry is having to try to have it restored.

      Terry Proctor discussed the future of the Museum. He reported that he had talked with the Director of the Cleveland Civic Center, who had made him aware that the largest Disney theme park is being built near New Caney and that there is a potential of Cleveland wanting to have the museum moved there. The VMC members suggested to Terry that since the building and exhibits belong to him, that any move should be his decision and the Council and Board back him on what he wants to do.

     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 one item of new business brought up by Terry Proctor. He suggested that the VMC approve that one signature is sufficient for expenditures up to $500.00, but that above that sum it require two signatures. Gary Gray made the motion, seconded by Terry Brawner, that this suggestion be voted on, which motion carried unanimously. Another motion was made that the Treasurer and Terry Proctor as Board Chairman be authorized to sign on the checking account, for expenditures and bills of the PMNS. The payments will be made available to the Officers and Directors at any reasonable time upon request to review the payment of funds. This motion was also made by Gary Gray, seconded by Terry Brawner and passed unanimously.

     There was no other 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 38 Directors elected for 2010-2011

plus seven (7) 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 2010-2011 Annual Meeting of the Board of Directors on March 17, 2010

     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, 2010 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 David Proctor which was seconded by Terry Brawner and the vote was unanimous.

     David William Proctor was nominated for Board Vice-Chairman by Gary Gray which was seconded by Terry Brawner and the vote was unanimous.

     Diana Kay (Proctor) Saufley was nominated for Secretary by David Proctor 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 2010-2011 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 2010-2011.

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

Vice-Chairman: DAVID WILLIAM PROCTOR

Secretary: 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.

DKS:twp

Respectfully submitted,




Diana Kay (Proctor) Saufley
2010-2011 Secretary, Voting Member Council and Board
PROCTOR MUSEUM of NATURAL SCIENCE, INC.