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FOKP Minutes

Organizational Meeting of the Board of Directors
By Randy Wells, FOKP Sec'y
Oct 9, 1996, 16:13

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Friends of Kennedy Playground
Organization Meeting of the Board of Directors
October 9th, 1996

The organizational meeting of the board of directors of Friends of Kennedy Playground, Inc., (the “Corporation”) was held on the 9th day of October, 1996, at 7:15 pm, at the John F. Kennedy Playground Recreation Center, pursuant to a call of a majority of the directors named in the articles of incorporation, fixing said time and place.

The following directors, being a majority of the directors named in the articles of incorporation and constituting a quorum of the board of directors, were present: Peter Easley, Eloise Wahab, and Randy Wells. Also present were Colestia Barber, Phyllis Eaddy, Kiki Long, Y.R. Radhika and Kermit Reynolds.

On motion, Peter Easley was chosen as temporary chairperson and Randy Wells was chosen as temporary secretary for purposes of the meeting.

The chairperson reported that the articles of incorporation of the Corporation were filed in the office of the Corporations Division of the District of Columbia Department of Consumer and Regulatory Affairs on the 22nd of July, 1996, and that a certificate of incorporation was issued by said Division and admitted to record in its office on the same date.

The secretary was instructed to cause a copy of the articles of incorporation and the certificate of incorporation to be inserted in the minute book.

The secretary presented a form of by-laws for the regulation and management of the affairs of the corporation, which had previously been studied by the members of the board. Members again reviewed the by-laws.

Upon motion, duly made, seconded and carried, it was

RESOLVED, that the by-laws submitted at this meeting be, and the same hereby are, adopted as and for the by-laws of the corporation, and that the secretary be and hereby is instructed to cause the same to be inserted in the minute book immediately following the copy of the articles of incorporation and the certificate of incorporation.

The chairperson stated that the next business to come before the meeting was the election of the individuals who will serve on the board of directors until the next annual meeting or until their respective successors are chosen and qualified. The chairperson then called for nominations to fill those seats and the following persons were nominated: Colestia Barber, Willie Borden, Phyllis Eaddy, Peter Easley, Kermit Reynolds, Eloise Wahab and Randy Wells.

All the directors present having voted, the chairperson announced that each of the aforesaid persons (excluding Willie Borden, not present) had been unanimously elected to serve as a member of the Corporation’s board of directors, commencing immediately and continuing until the next annual meeting or the election and qualification of their respective successors. The nomination of Willie Borden was laid on the table.

The chairperson stated that the next business to come before the meeting was the election of a chair, vice chair, secretary, and treasurer to hold office for the ensuing year and until their respective successors are chosen and qualify, and called for nominations. Thereupon the following persons were nominated for those offices of the Corporation:

Chair Peter Easley
Secretary Randy Wells
Treasurer Eloise Wahab

All directors present having voted, the chairperson announced that the aforesaid persons had been unanimously elected to the offices set before their names to serve until the election and qualification of their respective successors.

The officers thereupon entered upon the discharge of their duties.

The chair next reported that Harold Bucholtz of the law firm of Holland & Knight has agreed to assist the Corporation on a pro bono basis in its organization and qualification. The chair further reported Mr. Bucholtz’ recommendation that the Corporation promptly prepare and file the necessary applications for exemption from federal and District of Columbia income taxes and other taxes.

Upon motion duly made, seconded and carried, it was

RESOLVED, that the retention of Harold Bucholtz of the law firm Holland & Knight to serve as legal counsel on a pro bono basis to the Corporation is ratified and confirmed as an act of the Board and the Mr. Bucholtz shall continue to serve as legal counsel to the Corporation; and

FURTHER RESOLVED, that the officers of the Corporation, with the assistance of legal counsel, are directed to prepare, file and prosecute appropriate applications for exemption from federal and District of Columbia income taxes and other taxes, to the extent that the Corporation may be entitled to exemption therefrom.

The secretary then reported that legal counsel has obtained certain necessary corporate books that are now in his custody.

Upon motion duly made, seconded and carried, it was

RESOLVED, that the corporate books now in the secretary’s possession are accepted as the Corporation’s official corporate books, and shall remain in the custody of the secretary; and

FURTHER RESOLVED, that the corporate seal obtained by the secretary, and reviewed by the members of the Board, shall serve as the corporate seal of the Corporation, an impression of which shall be hereto affixed.

Upon motion duly made, seconded and carried, it was

RESOLVED, that the treasurer be and hereby is authorized to open a bank account on behalf of the Corporation, and to notify the Board of the place and name of the bank in which the account is opened.

Upon motion duly made, seconded and carried, it was

RESOLVED, the Corporation’s fiscal year shall begin on the first day of October in each year.

The chair reported that the structure of the Corporation includes an Advisory Board and a Board of Trustees, in addition to the Board of Directors. The Board discussed possible methods to proceed in selecting or inviting individuals to join the Advisory Board and Board of Trustees.

Upon motion duly made, seconded and carried, it was

RESOLVED, an ad hoc committee of the Board is created, chaired by Kermit Reynolds, for the purpose of recommending to the Board names of individuals to be considered for posts on the Advisory Board and Board of Trustees.

The chair reported that Y.R. Radhika, a member of Friends of Kennedy Playground, has volunteered for the last several weeks on a number of projects of the Corporation, including conducting research on potential funding sources for Corporation activities. As part of these efforts, Radhika had requested funds from the Community Building Initiative (CBI) program, administered by Manna, Inc., for the purpose of funding outreach activities, including for Grand Opening Day and ShawFest.

The chair reported that Radhika has expressed her interest in continuing such research for funding sources on behalf of the corporation in a formal capacity.

Upon motion duly made, seconded and carried, it was

RESOLVED, Y.R. Radhika is appointed as a member of the Advisory Board, and in that capacity shall serve as the Corporation’s Development Coordinator, seeking to develop funding sources for Coporation activities, in cooperation with the Board, members of Friends of Kennedy Playground, and the community at large.

The chair reported that the Manna agreement is in effect for tax-exempt status on behalf of FOKP until we receive non-profit status on our own. The Board discussed application process for this.

The chair reported that as a result of Radhika’s request for CBI funding, the Corporation had received authority to request reimbursement for up to $1,500 in such expenses as were determined appropriate by the Board for Corporation activities.

The Board considered budgetting of the $1500 CBI grant. Possible funding of ShawFest expenses was discussed. The chair recommended that the Board consider funding the cost of a stage to be used for future ShawFests, and other events at Kennedy Playground. Final consideration of funding of the stage and table cloths from ShawFest was laid on the table.

Upon motion duly made, seconded and carried, it was

RESOLVED, that $450 of that authority would be budgeted for re-imbursement of the material costs of a stage, to be built and stored by HR-57, and be made available for events at Kennedy Playground, including the annual ShawFest.

FURTHER RESOLVED, authorizing that Peter Easley, Colestia Barber, and Y.R. Radhika be reimbursed for expenses, provided they provide proper receipts for the amounts.

A motion to permit small discretionary expenses to be paid without a specific vote was tabled, after discussion regarding types of expenses to be included (office supplies, etc.)

A task list was proposed, including that the chair would write one article monthly for the Kennedy Courier, and that the secretary would be responsible for layout.

No other business being presented, upon motion duly made, seconded and carried, the meeting thereupon adjourned.


A true record,

Attest


___________________________
Secretary

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