Special Board Meeting

Thursday, May 20, 2021 @ 4:30 PM MST

Zoom Format

In Attendance: Jill Morris-Chapman, Dylan Martin, Nicole Musgrove, Sherry Maupin, Cynda Herrick, Judith Nissula, Linnea Hall, Andrew Mentzer (ED)

Absent: Vonna Torrey, Melanie Holmes, Julie Good, Patty Wold, Gene Tyler 

Call to Order by Jill Morris-Chapman at 4:35PM

Agenda Approved with additions: Single addition of Patty Wold’s resignation. 

Motion by Cynda Herrick, 2nd by Nicole Musgrove. All in favor, none opposed

Motion to accept Patty Wold’s resignation

Motion by Sherry Maupin, 2nd by Nicole Musgrove. All in favor, none opposed

Quorum is now six (6) Board Members. 

Bylaws Review: The proposed changes will be included in the special meeting minutes and provided to the Board prior to the next regular Board meeting, scheduled for Tuesday, June 8, 2021. At that meeting we will have final discussion and vote to approve them as submitted or with any changes made at that time. 

Proposed change #1: Article 2, Section 8. Update the verbiage of methods of participation to include ‘electronic’ format which would cover the additional methods that have become widely used, such as Zoom.

Motion by Dylan Martin, 2nd by Sherry Maupin. All in favor, none opposed

Proposed change #2: Article 7, Section 1. In order to meet the requirements of the EdPro grant through the Idaho Department of Commerce, it is recommended to make the update that the bylaws “will be reviewed annually at the Annual Meeting of the Board of Directors”. 

Motion by Nicole Musgrove, 2nd by Linnea Hall. All in favor, none opposed

Proposed Change #3: Article 3, Section 1. Changes and additions are notated via strike-though or highlight below. 

Article 3, Section 1. The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate one or more committees, each of which will consist of two or more directors, which will committees, to the extent provided in said resolution and not restricted by law, will have and exercise the authority to act on behalf of the Board of Directors in the management of the Corporation; provided, however, that no such committee will have power to (i) amend the Corporation’s Articles of Incorporation, (ii) adopt an agreement of merger or consolidation, or (iii) amend the Corporation’s Bylaws.  A Committee established as a separate legal entity shall have the Corporation as a priority member.

ADDITION Section 3. Other Committees. The Board of Directors may create other committees not having and exercising the authority of the Board of Directors in the management of the Corporation.  Such Committees may be designated and appointed by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present.  The designation and appointment of any such committee and delegation thereto of authority will not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it, him or her by law.  Committees where fiscal agency exists shall have at least one board member.

Subsequent re-numbering of the sections following the addition of Section 3. 

Motion to accept all changes and additions to Article 3, listed above. Made by, Sherry Maupin, 2nd by Linnea Hall. 

Motion approved by: Jill Morris-Chapman, Dylan Martin, Nicole Musgrove, Sherry Maupin, and Linnea Hall

Motion Opposed by: Cynda Herrick

Motion passes, 5-1.  

Meeting Adjourned, 5:25PM

Post-adjournment notes: The meeting was adjourned prior to completion of all stated agenda items due to lack of quorum by this point in the meeting. Judith Nissula and Cynda Herrick had to excuse themselves due to prior engagements that required their attendance. Another meeting will be scheduled to address the agenda item pertaining to the decisions surrounding a replacement Executive Director following Andrew Mentzer’s scheduled departure. Andrew will send out a Doodle Poll to find the most common availability of the Board during the week of May 24-28, at which time another meeting will be set. 

Respectfully submitted, 

Nicole Musgrove, Secretary

West Central Mountains Economic Development Council