Minutes and agenda archive

Historic Shepherdstown

Minutes - Annual Membership Meeting

September 16, 2009

The 2009 Annual Membership Meeting of Historic Shepherdstown was held at the Entler the evening of September 16, 2009.  The meeting was called to order by President John Griffith at 7:12 pm. 

Board members present were – M. Austin, J. Bock L. Cox, E. Dunleavy, J. Griffith, K. Maiden, C. Moore, E. Moore, V. Smith, A. Wayt, and R. Winkel.  Also present was C. Schott, Administrator.

Motion by Mike Austin, second by Ed Dunleavy to accept the September 03, 2008 Annual Membership Meeting minutes as presented.  Unanimously carried by membership.

Treasurer’s report –Treasurer Ed Dunleavy reported that the HSC Balance Sheet shows $34,933.27 in checking/saving, down $3,000 from last year.  E. Dunleavy stated that HSC is losing on average $5,000 per year.  Last year was the one exception as an Annual Appeal was held in November.  E. Dunleavy stated that from August 31, 2008 - August 31, 2009 income is down $11,678, but still above budgeted amount.  Membership continues to hold strong, but office and public area rental income is down from last year.  Motion by Ed Moore and second by Elliot Kirschbaum to accept treasurer’s report as presented.  Unanimously carried by membership.

Preservation Awards – John Griffith presented the 2009 Preservation Award to Shepherd University for their restoration work on Reynolds Hall.  Ed McGee, Facilities Director for Shepherd University accepted the award on behalf of President Shipley and Shepherd University. 

Acceptance by HSC Membership of proposed By-Law Amendments. 

The following amendments to the By-Laws were presented to the membership of HSC:

1). Article I. – Membership – D

• The Membership shall meet at least four (4) times per year at times and locations to be established by the board of Directors and communicated to the members.
• Changed to – Delete – no requirement to have four membership meetings.
• A quorum of twenty-five (25) voting members shall be required to   conduct the annual meeting of the membership.
• Changed to – A quorum of fifteen (15) voting members shall be required to conduct the annual meeting of the membership.         

              2).   Article II.  Board of Directors – B & C

                            a.  B - The Board of Directors shall be composed of (18) voting members.

                                                        i.    Changed to - The Board of Directors shall be                                                                comprised of no less then thirteen (13) and no more                                                                then seventeen (17) voting members (current 2009                                                                board composition is grandfathered in).

                            b.   C- No person shall be elected to more than two consecutive three (3)                                                year terms, and PROVIDED FURTHER, that any vacancy on the                                                      Board may be filled by appointment by the Board of Directors for                                                the unexpired term of the seat vacated.

                                                        ii.   Changed to - No persons shall be elected to more                                                               then two consecutive three (3) year terms, and                                                               PROVIDED FURTHER, that any vacancy on the Board                                                               may be filled by appointment by the Board of Directors                                                               for the unexpired term of the seat vacated.  Should the                                                               immediate Past President have served on the Board of                                                               Directors for six (6) consecutive years, he/she shall                                                               remain eligible to serve on the Board of Directors and on                                                               the Executive Committee in the capacity of Past President                                                              for the following year.

              3).    Article III.  Board Meetings - A             

                             a. A- The Board of Directors shall meet at least 10 times annually at a place and                                                time designated by the board.    

                                                        i. Changed to  - The Board of Directors shall meet at                                                            least six (6) times annually at a place and time                                                            designated by the board.

              4).   Article V.  – Miscellaneous Provisions Concerning Officers and Board Members – C

                            C.  Any Officer or Board member may be removed from office for anyone of the                                             following reasons:  Absence from four (4) Board meetings in a calendar year                                            unless such absence is excused by the Board.

                                                        i. Changed to - Absence from two (2) Board meetings in                                                            a calendar year unless such absence is excused by the                                                            Board.

              5).   Article VI – Committees – A.

                        a. A- The Executive Committee shall be a management and advisory   committee                                              composed of the President, Vice President, Secretary,Treasurer, the immediate                                       Past-President and two additional members of the Board selected by the                                                    Board.            

                                                        i.  Changed to – add the following after the last sentence:                                                             Should the immediate Past-President have served on                                                            the Board of Directors for six (6) consecutive years,                                                            he/she shall remain eligible to serve on the Board of                                                            Directors and on the Executive Committee in the                                                            capacity of Past President for the following year.

All amendments were presented to the membership with explanations as to the reason for proposed changes.  There were no questions or concerns presented by the membership to the changes.  Motion by Mike Austin, second by Ann Wayt to accept all amendments to the By-Laws as presented.  Unanimously carried by membership.

Presidents Remarks:  John Griffith began by thanking the board for contributing to the successful running of HSC over the past year and the support of the membership.            J. Griffith stated that his primary goals for 2010 were to begin the structural repairs to the Entler.  These structural repairs are estimated to cost $160,000 - $ 180,000.  The most immediate structural repairs are to the 5 chimneys which are causing interior damage due to leaking.  The Corporation of Shepherdstown has granted HSC a $60,000 5 year interest free loan to repair the chimneys.  HSC will be applying for a grant in the spring and starting a Capital Campaign during the fall of 2010 to raise the funds needed for the repairs.

Museum – John Griffith thanked all the docents for keeping the museum open.  He also thanked Donna & Cam Northouse for volunteering their time to inventory the collections in the archives.  Donna Northouse has received two grants to conduct workshops geared towards teaching teachers how to teach the museum.  These grants were received from AHA for teaching the arts of the area. The second grant from the West Virginia Humanities Council was for teaching the Revolutionary & Civil War history. 

The essay contest that Kathy Maiden organized for school age children last Christmas was a big success with over 30 essay submissions.

John Griffith thanked Pete Spaulding for donating and planting the shrubs in the front of the building.  The old dying shrubs were removed when the streetscape was being done in front of the building courtesy of the town.

A new fundraiser that we are doing this is year is our Historic Men of Shepherdstown Calendar.  John thanked Molly Aguilar for donating her time to photograph the men and to all the gentlemen that entered our contest and let us use their photos.  We hope it’s a big success.

Out going board members – John Griffith thanked Roy Winkel & Phil Cox for their contributions to the organization as board members.

Nominations of Board Members – Carl Moore presented the list of nominees for seats on the board.  They are as follows:  Lou Cox – 2nd 3 year term

                                                            Vicki Smith – 2nd 3 year term

                                                             Adrienne Wright – 1st 3 year term

Nominations were open to the floor; there were none forthcoming.  Motion by Ed Moore second by Craig Winkel to close nominations.  Unanimously carried by membership.  Motion by Ed Moore, second by Craig Winkel to accept nominations as presented.  Unanimously carried by membership. John Griffith welcomed the new board members to the board of HS.

Motion by Ed Dunleavy, second by Jerry Bock to adjourn the 2009 Membership meeting at 8:46.  Unanimously carried by membership.

The meeting was followed by a presentation by Hanna Geffert – “John Brown and his Secret Associates.”

Respectively submitted

Cynthia Schott

Administrator