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

Minutes

Teleconference
June 27, 2007, 3:30 p.m.

Committee Members Present

Recorder of the Minutes

The teleconference convened at 3:30 p.m.

The notes of the Bylaws Committee teleconference of June 12, 2007, were approved as amended.

Jim Garner's June 25, 2007, response to the draft of the Bylaws was reviewed and revised.

Chair Gilliam asked if a Conflict of Interest statement should be included in the Bylaws to indicate when Board members should recuse themselves from the decision/voting process. This issue will be researched further by the Bylaws Committee. Mr. Garner stated that members of the Board of Directors of the Alliance for the Chesapeake Bay sign a statement that they will abide by their Conflict of Interest policy and Code of Ethics. Eleanor Brown stated that she will be attending a seminar on this subject within the next two weeks and will provide input as applicable.

Chair Gilliam, with the help of Brenda Taylor, will develop a Code of Ethics using, as a model, the Alliance for the Chesapeake Bay Code of Ethics for their Board of Directors as provided by Mr. Garner.

Chair Gilliam announced that the new Board member from the Potomac River Basin was unable to accept the appointment. Also, the Secretary of the Commonwealth's office has stated that new appointees to the Board will have to be residents of the river basin they represent. Since Lee Stephens resides closer to the Potomac River Basin, he asked that consideration be given to switching him from the York to the Potomac as it may be easier to find an appointee from the York River Basin.

Under Article VI (Committees), Chair Gilliam recommended having a point person for each of the following: Environmental Education, Citizen Monitoring and Pollution Prevention, and Agriculture and Forestry, as well as a primary financial officer. After much discussion, the Committee agreed to add a Treasurer under Article V (Officers).

Chair Gilliam will ask Ron Jenkins, FVNR Advisor from VDOF, to ask Roger Chaffe, from the Office of the Attorney General, to review the Bylaws, specifically asking for an opinion on Section 3 of Article II (Authorizations) regarding establishing a wholly-owned subsidiary non-profit entity under Section 501(c)(3) of the Internal Revenue Code. Mr. Stephens stated that, if and/or when the Foundation becomes a 501(c)(3), new bylaws with more detail would have to be developed.

A copy of the draft Bylaws and the draft Code of Ethics will be sent to all Board members for their review before the July meeting. Ms. Brown stated that she would not be unable to attend the July Board meeting due to a scheduling conflict.

Chair Gilliam expressed his appreciation for the Committee's work through teleconferencing.

The teleconference adjourned around 4:10 p.m.

Last modified: Friday, 07-Mar-2008 14:13:45 EST