Page 36 - Dec 2021 Report

December Report
34
Board of Directors’ meeting minutes (draft)
December 4, 2021 at 2:30 p.m.
Members Present: Malcolm Macleod, Bea Awoniyi, David Blaikie, Hugh Brown, William Corwin, Mike Miller,
Robert Krause (non-voting) Present Virtually: Sherry Salway Black,
Others Present: Richard Krause, I. King Jordan, Jr., Sharon Wood Malcolm chaired the meeting.
1. Approval of Minutes
Minutes of the September 13, 2021 meeting had been circulated and were approved as presented.
2. Business Arising from the Minutes
Malcolm reported that he is about halfway through his book. He will need to spend some money to secure the exhibits he needs for the section on financial. He thanked all who have been assisting him by reading portions and noted that Bud Barnes has been especially helpful. He and Bobby have drafted a Memo of Understanding regarding the book which will be presented to the Board at the March 2022 meeting.
3. Organizational Matter – Bylaws revisions
Approving the revised Bylaws was the primary reason for this meeting. Notice of this meeting and its purpose had been published in the October and November Monthly Reports.
At the Board’s September meeting, King noted that the definition of a quorum was “in person”. Because of the pandemic, the Board has been meeting via Zoom. Additionally, the Bylaws were silent to the question of whether or not a Committee member must be a Director.
A redlined copy of the Bylaws with the proposed revisions had been circulated November 22, 2021.
The Board unanimously approved the revisions to the Bylaws
4. CEO’s Report
Bobby’s report is attached as Attachment “A”. He briefly highlighted some of the notes:
Bobby, Dick and Buzz have engaged a software consultant to assist JSF in the optimization of our financial data and reports generated by QuickBooks. The consultant will provide further training on the QuickBooks software.
The 2021 Annual Report will be published in January of 2022 using all of the most current financial numbers. It was noted that some asset valuations are not complete until the Fall of 2022. The Annual Report Financials will be footnoted to disclose that they represent the most current valuations available at the time of publishing. When final valuations are complete, an addendum could be added to the Annual Report to disclose final year end values. Historically, the latency of investment reporting from January to November has not had a material impact on the overall portfolio value reported. Historically, the reported portfolio value has not changed greatly from January to November. Not waiting for the final valuations in the Fall will allow for a much more timely Annual Report.
Bobby advised that he plans to meet with Sharon and Dick in January with a view to making and formalizing a transition/succession plan for each of them.