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TELECONFERENCE of the BYLAWS COMMITTEE of the BOARD OF TRUSTEES
FOUNDATION FOR VIRGINIA'S NATURAL RESOURCES

Minutes

Teleconference
June 12, 2007, 4:00 p.m.

Committee Members Present

Committee Members Absent

Recorder of the Minutes

The teleconference convened at 4:00 p.m.

Mr. Stephens questioned whether telephone conferences would be more cost effective if a 1-800 number were used. Ms. Taylor stated that she would consult Joe Schaefer, DOF Communications Director, for his recommendation.

Chair Gilliam proposed that the committee make modifications to the draft copy of the Bylaws that contained Mr. Garner's comments of June 7, 2007. The committee reviewed the Bylaws one section at a time, either approving them or leaving them for further discussion.

Mr. Stephens expressed concern at developing bylaws if the Administrative Process Act (APA) already has rules in effect and stated that he is impressed with the Virginia Department of Game and Inland Fisheries governance manual. Chair Gilliam stated that it would be valuable for both the Board and interested public to have a concise description of how the Board operates and stressed the importance of being transparent in the eyes of the public. Mr. Garner reiterated the importance of a lay person reading and understanding how the Board operates. Mr. Stephens stated that the Bylaws need to include a clause that the APA will prevail; however, the Bylaws should create an environment whereby the Board can govern themselves. Mr. Garner stated that the draft Bylaws are not contradictory to the Code of Virginia (Code), Freedom of Information Act (FOIA) and APA.

Chair Gilliam expressed concern with the financial section of the Bylaws, stating that the process may be a more complicated task than VDOF can accommodate which may become an obstacle for the Foundation. He suggested that the Foundation seek parallel non-profit status as soon as possible and before negotiation of an agreement with VDOF on how the Foundation will operate. Chair Gilliam stated that the Board does have the authority to create an Executive Committee which should be in place before negotiations proceed. He stated that he has spoken with Flora Hezel, a tax expert in the Office of the Attorney General; and she has agreed to help the Foundation with the parallel non-profit status.

Discussion ensued regarding Executive Committee members serving on other committees (i.e., Grants Committee, Financial Committee). It was agreed that members of the Executive Committee should not overlap the Financial Committee which should be an unbiased, stand-alone, autonomous group or, at least, that an audit committee mechanism be implemented. It is Chair Gilliam's opinion that the chief financial member should be part of the Executive Committee and that other members should not.

Mr. Stephens will research the role of the Chair dealing with votes through Roberts Rules of Order.

Concern was expressed that some Board members are more active with the Foundation than others due to time constraints. Mr. Garner stated that the Board of Forestry procedures allow for replacement recommendations to the Governor if Board members fail to attend at least 50 percent of the Board meetings during a calendar year if absences are not the result of personal illness or other reasons acceptable to the Board. This discussion will be continued at the July Board meeting.

Reaffirmation of the election of the Vice Chair will be made at the July meeting.

Mr. Garner recommended using, as a model, the Alliance for the Chesapeake Bay when developing the Code of Ethics.

Chair Gilliam will contact all Board members regarding the July Board meeting. The meeting date may have to be changed. He will also communicate by email regarding refinement of the committee structure.

A copy of the Draft Bylaws will be sent to all Board members for their review before the July meeting.

The teleconference adjourned at 4:10 p.m.

Last modified: Friday, 07-Mar-2008 19:13:45 UTC