PO
Box 173
Manchester,
WA 98353-0173
“it’s a great place to live…”
Those in attendance: B. Ballard, R. Ballard, C. Kowalski, P. Paquette, A. Rebelowski,
M. Rebelowski, R. Robinson, T. Smith, D. Trudeau, J. Winslow
Excused Absences: JB Bartel, R. Rada
Action
Items:
1) Arlene to send Carol an e-copy of the letterhead for addition
of Board members’ names.
2) Mark will continue to
work on a one page version of Roberts’ Rules.
3) Debbie to continue to
pursue “Entering Manchester” signs with the County.
4) Bob will follow progress
by developers and invite them to November meeting.
5) Mark to pursue local
business section for web-site.
6) Carol to prepare a 2006
MCC budget for the November meeting.
7) Bob will plan a treasury
audit meeting prior to the November 22 meeting.
8) Village Commons and
Village Center groups to join in considering a downtown architectural review
sub-committee per goal CZ-4 of the Manchester Plan.
9) John to draft a waiver of
liability document for the Clean-up Day on Port property.
John to also seek liability protection under the umbrella of the County
Solid Waste Division, Friends of the Library, or WSU foundation (via Carol).
10) A motion to approve $200
for Clean-up Day to be considered by membership on 8/23.
11) Bob will invite all
candidates for Port and Water Commissions to 8/23 forum.
12) Carol to provide MCC
pamphlets to John for distribution at the MCA Festival.
13) Carol to coordinate with
Todd on filing with the State as a non-profit (using Debbie’s SSN).
14) Debbie to clarify our
role and seek acknowledgment of our existence with Jan Angel.
Minutes:
The meeting was called to order by Chair, Bob Ballard at 6:18PM. Minutes of the previous meeting were approved as written.
Old
Business:
Follow-up
items from previous meeting:
In a review of action items from the past meeting, the following was reported:
1)
Carol has yet to complete letterhead with addition of Executive Board
member names for welcome letter to new members.
She is seeking a e-copy of the letterhead which Arlene offered to provide
2)
Mark is still working on a one page summary of Roberts’ Rules.
3)
Carol brought Todd Smith of D-W-T to discuss Bylaws issues.
4)
Debby to continue to follow-up with the County on the addition of the
remaining five “Entering Manchester” signs.
5)
Todd to discuss 501c3 situation at this meeting.
6)
Bob Ballard reported that Don Poulsen has agreed to chair the Building
Height sub-committee. This group
will blend its efforts with the Village Center Action Group.
7)
John Winslow will report on the Manchester Clean-up day tonight.
8)
Bob Ballard probably invite the two land developers to the November
meeting.
9)
Mark has yet to determine whether the local businesses are willing to be
included on a “local businesses” section of the web-site for a modest fee.
TREASURER”S
REPORT: Carol reported eight
new members joined during our last meeting.
No new mail had
arrived since our last meeting. Also
our Treasury balance is now $777.91. Bob
suggested that we need to develop a Budget for next year and Carol requested an
audit of the books before year’s end. Carol
further suggested that we introduce the leaders of the Action Groups, along with
the new members, at the next meeting.
SEWERS
SUB-COMMITTEE REPORT: No
report due to time constraints.
CRIME
PREVENTION SUB-COMMITTEE REPORT:
No report.
PUBLIC
FACILITES SUB-COMMITTEE REPORT:
No report.
BUILDING
HEIGHT SUB-COMMITTEE: No
report.
ACTION
GROUPS:
Revitalize Village Center:
No report.
Regain
Historic Village Character: No report.
Partnership
with agencies: Debby
announced that the group will be meeting with Commissioner Angel on September 18
at 5:30PM. Bob Ballard will also
participate.
Recreational
Venues: No report.
Village Commons:
John reported that the last meeting was 8/10 and the efforts are focused on
involving the Port with land acquisition. A
second key step is for the group to identify specific needs for a village
commons. John attended the Water
District meeting on 8/9 and asked whether the District was interested in
partnering with other groups in Manchester for development of a new building to
be used for multi-purposes such as Water District offices, Village Commons
meeting space, Sheriff’s way-station, and expanded Library.
The Commissioners expressed interest commenting that they had been
investigating alternatives for their office space, but have no funds allocated
in the immediate future.
It was suggested that the Village Commons and Village Center groups join
forces on considering a commercial zone architectural design committee per goal
CZ-4 of the Plan.
Old
Business: John
Winslow reported on the continued planning for the Manchester Clean-up Day on
October 8. At the 8/8 Port meeting,
the Commissioners voiced support for the Clean-up Day and offered the use of
space in the Library Parking lot for the event.
They did request a waiver of liability, which John will prepare for
Bob’s signature. For protection
of the MCC, John will seek liability protection under the Solid Waste Div. of
the County, Friends of the Library, or WSU.
John is seeking volunteers from the MCC to be responsible for five of the
key activities of the Clean-up. Debbie
volunteered to run the Adopt-a-road efforts, and Carol will lead the
publicity/fund raising efforts. Carol
Campbell of the Friends of the Library will organize the used book collection.
The MCA (via Arlene and Phil) will coordinate the refreshments.
We still need organizers for hazardous waste, the garage sale, and
clothing donations.
Ron Robinson submitted a motion for approval of up to $200 to support the
Clean-up Day. This will be submitted to the membership for approval at the
8/23 meeting.
New
Business: John
Winslow asked if it would be appropriate for the MCC to host a candidates’
forum at the next regular MCC meeting on 8/23.
The idea would be to provide the three candidates for Port Commission and
the one unopposed candidate for Water District Commission to have a brief time
to present their platforms and answer questions from the floor.
It was agreed that Bob would contact the candidates and offer them five
minutes for presentation of platform and five minutes for questions from the
floor. Bob will include this agenda
item on our meeting publicity posters.
Carol will provide the remaining 50 MCC handouts to John for distribution
at the Safety booth at the Manchester Festival on 8/13.
Our guest speaker, Todd Smith of Davis Wright Tremaine, introduced
himself as our Pro-Bono associate attorney focusing on our status as a not for
profit organization. Mr. Smith is a
tax attorney and specializes in non-profit organizations.
Todd said there are four key issues we need to resolve to determine our
appropriate status; 1) what do we want to accomplish as an organization?
2) What do we intend to do with funds we collect?
3) What is the direction of our organization?
4) ******** I didn’t get this one *********** !!!!!!!!!!!!!!!!!!!!!!
As far as what we want to accomplish, it’s apparent that our scope has
broadened since we first adopted our Bylaws.
From the Manchester Plan, one of our stated goals is being custodian of
the Plan, which would essentially entail our lobbying the County (not a strong
candidate for 501c3). Since then
we’ve taken on number of issues, such as Public Safety, Clean-up Day,
Recreations Venues, etc (these are good candidates for 501c3).
Most of the members expressed their personal perceptions of what our true
goals all, which included a full range of emphasis.
Todd felt that we were expressing two sides to our organization, a
representative committee, which may not qualify for 501c3 versus the side which
focuses on the betterment of the community, which is clearly a tax exempt
(501c3) organization. The paperwork
to document a tax exempt organization is fairly simple.
Our activities are substantially charitable, but not completely.
A point we need to keep in mind is that the primary reason for pursuing
501c3 status is that it qualifies us for charitable contributions.
We then discussed the other organizations in Manchester which are
currently 501c3’s. Most notably,
the MCA is so registered. We could
consider merging with the MCA, but they currently have a debt of approximately
$1300.
Todd also noted that if the County specifically asked us to become
organized to collect community input, then this would factor in favorably on the
side of tax exempt status. This is
not currently a clear issue for Todd and will require further investigation.
We asked whether our organization’s name had any bearing on status;
Todd replied that it did not.
Ron Robinson then asked what we could do to proceed with this process.
Todd felt that he needs to look into our plan and activities further to
confirm that we do indeed qualify for the 501c3 status, which he suspects we
are. Todd recommended that we
proceed to file with the State for non-profit status and that way we will exist
as an entity with the State, and we may need to modify our Bylaws to reinforce
our status. Todd said that we
should not be overly concerned with the current requirement to include an
individual’s SSN, as registered agent, on the form.
The next step would be filing of a form 1023 with the Federal Government
for tax exempt status. The IRS
would respond by either asking questions, or granting 501c3 status.
IRS filing fees should be on the order of $200-250 and the State fees
will likely be $50.
It was then asked whether we would need to hire an accountant to annually
do our books. Todd said that provided our income was under about $25,000
there would be no federal consequences, but there could be some State
requirements, which would be minor.
If we do not achieve 501c3 status, we should file with the State as
either a non-profit corporation or as an unincorporated organization.
The filing with the State as a non-profit is probably worth doing now.
This is an action item for Carol/Todd.
Next we shifted to a discussion of our Bylaws relative to 501c3 status.
Todd says there is a little bit of an issue on how we run now.
Do we bring all issues to a full vote of the membership, or does the
Executive Board act on some issues on its own.
Is the Executive Board and advisory body, or a governing organization?
Ron commented that we put all significant decisions to the membership.
Could we build a Community Center if the Executive Board is an advisory
board, not likely per Todd? An
option was considered, could we entrust the Friends of the Library or the MCA
(both 501c3’s) to handle the financing on a major project like a Community
Center? We need to clarify whether
our Board has the power to act like a board of directors.
We recognized that we are a growing organization and our mission is
adjusting as we grow. Currently we think we are an organizing board that
facilitates actions within our community.
The Board concluded that we should report back to the membership on the
status of our 501c3 status and seek their input on whether we should make
adjustments to our procedures and Bylaws to accomplish that, or whether we
should abandon the effort and proceed as we currently are and not achieve 501c3
status. We also need to re-visit
our Bylaws and work with the County to get their acknowledgment of our role and
existence. This could be addressed
at the meeting with Commissioner Angel on 9/28.
We next addressed the two development projects underway in downtown
Manchester. It was concluded that we need to create a commercial zone
design standards group per goal CZ-4 of the Manchester Plan. The Village Commons and Revitalizing Action Groups will meet
on 8/17 at 6:30 in the Library and attempt to form such a group, which will be a
key step in encouraging community support of future developments in
Manchester’s commercial zone. John
will invite Eric Baker/Cindy Baker of DCD to participate in the meeting.
The last topic we had for Todd was a quick discussion on our Conflict of
Interest section of our Bylaws. Todd
stated that the interpretation depends on whether we will continue to act as an
advisory board or as an Executive Board. The
section as it now stands is fundamentally okay, but may need some further
fine-tuning.
As a last item of new business, we discussed the procedures required for
election of a member at large to replace Mark Rebelowski, who resigned due to
his filing as a candidate for Port Commissioner.
We have had expressions of interest by Chip Augello and Carole Leninger. We decided that we will take further nominations from the
floor and then conduct a hand vote of members present.
The meeting agenda for 8/23 was reviewed and modifications were made to
accommodate issues discussed at this meeting.
There being no further business, Chairman Ballard adjourned the meeting at 8:48 PM.
Our next regular meeting will be Tuesday August 23rd
at 6:30-8:30PM in the Manchester Library and the next Executive Board meeting
will be Thursday September 8th at 7:00PM, tentatively at Ron
Robinson’s home.
Respectfully
submitted,
John
Winslow, Secretary-Manchester Community Council