Board Minutes June 27, 2009
Minutes of Board Meeting June 27, 2009
Call to order: 7:30 PM
In attendance: Thomas D. Lynch
Cynthia E. Lynch
Wayne Ford
Kelvia Ford
Sylvia Elguea
Agenda Item I
Thomas Lynch explained the short and long range plans for The Academy’s academic programs, and the composition of the Mexican Board and the USA board.
Agenda Item II
Several resolutions need to be passed by the board
1. Pass the Articles of Incorporation.
Whereas, we are in agreement that both a USA and a Mexican nonprofit corporations are needed to provide training in interfaith studies for those interested in becoming Interfaith Ministers or just individuals interested in their own and other faith traditions (including atheism).
Whereas, we are willing to act as the initial Board of Directors as stipulated for those corporations.
Whereas, we agree on the English name for the nonprofit corporation shall be the International Academy for Interfaith Studies (called here in these resolutions as the Academy) and we will submit five names for the Mexican corporation.
Be it resolved that we, the initial Boards of Directors of both corporations, approve the Articles of Incorporation for the State of Texas and agree to hire a lawyer to incorporate in Mexico following the principles and processes set out in the Texas nonprofit corporation.
After a short discussion:
Moved to be accepted by the collective boards by Thomas D. Lynch.
Seconded by Wayne Ford.
Passed unanimously.
2. Means of paying initial costs
Whereas, Rev. Dr. Thomas D. Lynch and Rev. Dr. Cynthia E. Lynch have agreed to pay the initial costs of the Academy and donate their time as administrators and instructors until such time as both corporations are on a firm financial footing.
Whereas, we, the Initial Boards of Directors of both corporation, believe that the Academy should reimburse Drs. Lynches for all out of pocket expenses related to establishing these corporations but only after the corporations are on a solid financial basis in which its assets and revenues exceed its liabilities.
Be it resolved that we, the initial Boards of Directors, approved allowing Rev. Dr. Thomas D. Lynch to incur expenses on behalf of the corporations for the following purposes:
a. Hiring an American accountant to establish 501c3 status,
b. Hiring instructors on the condition that each of their classes earns enough money to meet their class and overhead Academy expenses,
c. Hiring on a part-time basis a Mexican lawyer and an accountant to establish nonprofit status and meet all Mexican tax requirements,
d. Sub-lease from Dr. Haywood Hall administrative and teaching space starting in the Fall 2009,
e. Lease from the Instituto Allende teaching space starting in the Fall 2009,
f. Make agreements necessary to create an Academy web page, meet needed initial marketing efforts, and acquire necessary initial equipment through purchase or donation.
Be it further resolved that all “start up” expenses shall be reviewed in 12 months for the possibility of reimbursement. Providing funds are available, those expenses shall be presented to the appropriate Board of Directors before the Lynches are reimbursed. If any Board member has an objection to any expense, the Board must formally vote on approving that expense item before reimbursement is possible. If the majority of the Board does not approve the expense item, then the Lynches shall not be reimbursed for that item.
After a short discussion, the board members suggested the amendments to this resolution as shown in blue. The purpose of this amendment is to not let the reimbursement of “start up” costs linger too long, but to also be sensitive to the new organizations need for cash flow.
Moved to be accepted by the collective boards by Thomas D. Lynch.
Seconded by Wayne Ford.
Passed unanimously.
3. Corporation By-Laws
Whereas, each corporation needs specific By-Laws under each country’s laws.
Whereas, the By-Laws of the two corporations need to be as similar as possible to establish a harmony of effort between the two corporations.
Whereas, the guiding corporation policies and processes should be embodied in the Articles of Incorporation and By-Laws.
Whereas, the day-to-day policies and processes should be established in Board of Director resolutions of the respective corporations and formally codified in a Policies and Procedures Manual.
Be it resolved that we, acting as the Board of Directors of our respective corporations, approve the initial Articles of Incorporation and By-Laws drafts by the Lynches.
After a short discussion, the board members suggested the amendment to this resolution as shown in blue. The purpose of this amendment is to be sure that there is a consistent practice in the various locations for The Academy. It was understood that such a manual will take time to develop and will evolve over time.
Moved to be accepted by the collective boards by Thomas D. Lynch.
Seconded by Sylvia Elguea.
Passed unanimously.
4. Officers of both corporation
Whereas, there needs to be close cooperation between the two corporations.
Whereas, both corporations can have the same officers.
Whereas, Rev. Dr. Thomas D. Lynch and Rev. Dr. Cynthia Lynch have proven themselves as a good team and have started these corporations.
Whereas, Rev. Dr. Thomas D. Lynch has successful started one small nonprofit corporation and was its president for its first ten years of its 36 year history and Rev. Dr. Cynthia successful started and ran a small for profit business for 15 years.
Whereas, both have extensive academic knowledge in running successful small nonprofit corporations.
Whereas, both of them have extensive contacts that should help the corporations be success in marketing to Interfaith Ministers.
Be it resolved that, Rev. Dr. Thomas D. Lynch is elected as President, Chair of both Boards of Directors, and shall be the Executive Director of both corporations under the Articles of Incorporation and By-Laws of both corporations.
Be it further resolved that Rev. Dr. Cynthia E. Lynch is elected as both Secretary and Treasurer of both corporations under the Articles of Incorporation and By-Laws of both corporations.
After a short discussion,
Moved to be accepted by the collective boards by Thomas D. Lynch.
Seconded by Wayne Ford .
Passed unanimously.
Agenda Item III
Next Steps
The next step in the process for the Mexican A. C. requires each board member to provide photo copies of their official government IDs. In the case of the Americans, this will include both their passport and the front and back pages of the FM2 or FM3.
In addition we need to give the lawyer five different options for the name of the organization. The board members agreed to meet on Friday July 3rd and by email to exchange ideas for the Mexican name. When the names are collected Thomas Lynch will contact the lawyer for an appointment. Kelvia and Wayne Ford will be traveling and listed the following dates as optimal for meeting with the lawyer: July 16-24 and August 1-15.
The next step in the American nonprofit corporation process is to file the 501 (c) 3 application with the IRS and the State of Texas. Thomas Lynch reported that the accounting firm of Reardon and Sons, in Massachusetts is contracted to do this. The anticipated cost is $1,500.
The meeting adjourned at 11:00 PM
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