MINUTES OF SPECIAL MEETING
OF THE DIRECTORS OF
PSI CHAPTER DIAMOND ASSOCIATION
CHARITABLE FOUNDATION, INC.
A Special Meeting of the Directors of the Foundation was held telephonically on February 26, 2002 following the Special Call Meeting of the Members of the Foundation. The following Directors were present:
David Butz '60 #791, Charitable Foundation Board; and
Scott Thompson '78 #1108, Charitable Foundation Investment Committee.
Also in attendance were the following interested members of the Foundation:
Deno Emili '78 #1100, President, Psi Diamond Association;
Art Musicaro '77 #1103, President, House Corporation;
Art Bertol '82 #1176, Chapter Counselor (House Corp. assist.);
Byron Shindler '77 #1073, Webmaster;
David Neurhor '79 #1119, PR Director
Upon motion duly made and seconded, and unanimously passed, Scott Thompson was elected Chairman and Byron Shindler was elected Secretary of the meeting.
The Chairman stated that as provided under the Bylaws of the Foundation, this meeting was properly noticed and called and a quorum was reached. The Chairman next stated that the purpose of this meeting was primarily to elect a new Secretary/Treasurer in order to carry out the business of the Foundation since the current Secretary/Treasurer has not been as responsive as needed and to facilitate and secure funding for the Psi Chapter Diamond House Corporation from designated assets of the Foundation. This task is customarily facilitated by the Secretary/Treasurer of the Foundation. Although an effort was made to contact Thomas Byrum, the current elected Secretary/Treasurer, prior to this meeting, he was nevertheless absent. President, Dean Lesiak and Ted Kemp were notified of the meeting, concurred with the following actions, expressed their desire to attend but were unavoidably detained and could not attend the meeting.
The Chairman recognized this meeting of the Directors of the Foundation and could be called by any two Directors.
The Chairman recognized Art Bertol in his nomination of Scott Thompson to the office of Secretary/Treasurer of the Foundation. David Butz duly seconded the motion. There being no other nominations, the motion carries as all are in favor. Whereupon, Scott Thompson accepted the election with the understanding that a near term election may be required if the Foundation Directors decide to make other organizational changes to the Foundation.
The Chairman then asked for a discussion concerning the financial condition of the House Corporation and the request for additional funding from the Foundation. A detailed discussion ensued regarding the distribution option by the Foundation to assist the House Corporation.
It was noted that the current accounts payable are in the sum of $9,291.91. Gas and electric utilities are scheduled for termination on March 1, 2004. Operating capital is required for repairs and ongoing maintenance of the House. Brother Butz recommended that the Foundation distribute income assets to the General Fraternity, Bethany College, and to the House Corporation. The Chairman then recommended an aggregate distribution of assets from the Foundation in the sum of $25,000. The Chairman reported that according to the Bylaws of the Foundation, there is an ongoing obligation to distribute earnings of the Foundation and that the Directors may make a distribution, "to render financial assistance for any building or other facilities used as a residence or dormitory . . ." for "students attending Bethany College, Bethany, West Virginia." Therefore, he states that the Psi Chapter House qualifies under the Bylaws as a recipient for distribution. Accordingly, upon motion duly made and seconded, and unanimously carried, a distribution shall be made as follows:
With the balance of the $25,000 ($10,000) to be held in the account for a near term distribution.
Upon motion duly made and seconded, and unanimously carried, the meeting was then adjourned at 12:30 p.m. EST.
Byron T. Shindler, Secretary of the Meeting