7.10.2023 Board Meeting Minutes

Minutes of Meeting of Board of Directors (3rd Quarter CY 2023)

of Soulard Heritage Arts Revitalization & Education Inc.

DBA SHARE Soulard, a Missouri 501(c)(3) Nonprofit Public Benefit Corporation

The Board of Directors of the above-named corporation, held their third quarterly meeting of Calendar Year 2023 at the time, day and place set forth as follows:

Meeting Date: Monday, July 10, 2023

Time called to order: 7:06 p.m.

Location: Soulard Gamut,1031 Lynch Street, St. Louis, MO, 63104

SHARE BOARD MEMBERS PRESENT: Christopher Schwarz (Chairperson), Dave Beardsley (Vice Chairperson), Janet Neuhaus (Treasurer), Gary Toribio (Secretary), Jason Paul, Angela Haynes, Lonnie Folks, Billy Tomber (Lonnie & Billy arrived at 7:15pm)

ABSENT: No one. (At the start of the meeting, one Board position was unfilled for 2023.)

Six (6) of the currently appointed Board members were present at the start of the meeting and provided a quorum for conducting business.

Speakers/Other Meeting Attendees: Gayle Goodson, Laura Sarcone (Proposed new Board member)

  1. Salutations and Mission Statement Review (Christopher Schwarz):

    1. After being welcomed by Chris, copies of the evening’s agenda and supporting documents were provided to Board members and subsequently reviewed.

    2. Chris asked Laura Sarcone to read the organization’s mission statement for the Board to keep in mind the limits of this mission.

  2. New Board Member

    1. Christopher Schwarz introduced Laura Sarcone who is willing to accept a director position on the SHARE Board.

    2. MOTION to nominate and elect Laura Sarcone as a Soulard Resident position on the SHARE Board of Directors for a 3-year term through December 2025.

Motion by Janet Neuhaus, 2nd Dave Beardsley.

Five (5) Board members present voted in favor of this motion.

Christopher Schwarz, as the chairperson, abstained from voting.

No votes opposed it.

MOTION PASSED unanimously.

  1. Consent Agenda (Christopher Schwarz):

    1. Minutes from Past Meetings (1/24/2023 and 4/11/2023)

      1. Christopher Schwarz, the SHARE Chairperson, distributed the final draft of these minutes via email to Board members on July 6, 2023.

      2. There were no corrections proposed by Board members, therefore both sets of minutes shall be considered approved as distributed.

    2. Treasurer’s Report (Janet Neuhaus)

      1. Janet Neuhaus reported that the current checking account balance was $5.127.85 plus $5 in the savings account. SHARE is submitting an invoice to MGI for their $1,500 sponsorship amount which is not in the current bank balance.

      2. Janet stated that the organization’s financials were capable of paying back the $1,000 loan that Christopher Schwarz made for the 2022 B-3 Festival. Christopher asked that this be tabled until the next Board meeting.

    3. No vote was needed for the Consent Agenda approval.

  2. Old Business and Ongoing Program Updates (Christopher Schwarz)

    1. 2023 B3 Fest Final Observations: Christopher Schwarz and Dave Beardsley.

      1. Christopher Schwarz presented a detailed PowerPoint presentation that is attached to these minutes. There were various discussions among Board members about the various aspects of the event that should be sustained as well as those that should be improved for future events.

      2. MOTION for SHARE to make a donation of $500 to the Normandy High School Music Program in appreciation of their participation in the Second Line procession that opened the 2023 B3 Festival.

Motion by Janet Neuhaus, 2nd by Dave Beardsley.

Discussion: Dave Beardsley asked that the donation be a public relations opportunity and the check be presented once the school year resumes in September 2023. There were no objections. Lonnie Folks also suggested that a different High School be invited to be in the second line for the 2024 B3 Fest.

All eight (8) Board members then present voted in favor of this motion (including Laura Sarcone).

Christopher Schwarz, as the chairperson, abstained from voting.

No votes opposed it.

MOTION PASSED unanimously.

  1. New Business and Proposed Program Nominations (Christopher Schwarz)

    1. 2024 Soulard B3 Festival Director Nomination

      1. Christopher Schwarz nominated the persons for the positions in the following motion.

      2. MOTION to make the following appointments for the 2024 B3 Festival:

Festival Co-Directors: Larry Weinles and Christopher Schwarz

Fundraising Director: Dave Beardsley.

Motion by Janet Neuhaus, 2nd by Billy Tomber.

Discussion: It was generally agreed that fundraising for 2024 will consist of 2 events as a minimum.

All eight (8) Board members then present voted in favor of this motion (including Laura Sarcone).

Christopher Schwarz, as the Chairperson and one of the proposed appointees, abstained from voting.

No votes opposed it.

MOTION PASSED unanimously.

    1. Nominations

      1. Christopher Schwarz explained that the terms of some of the current Directors will be expiring in December 2023.

      2. The Board will need to fill a director/officer position for a new Secretary.

      3. Lonnie Folks said that he will continue to reside in Soulard until at least after the 2024 B3 Festival in May 2024.

      4. The Board was asked to email Christopher any nominations and appointments will be voted upon at the next Board Meeting in October 2023.

    2. MOTION to nominate and elect Laura Sarcone as the Treasurer and an Officer of the SHARE Board for the remainder of this year through December 31, 2024.

Motion by Janet Neuhaus, 2nd Angela Haynes.

Discussion: Janet Neuhaus was temporarily performing the Treasurer’s duties in 2023 until another individual joined the Board and is willing to fill this position.

Eight (8) Board members then present voted in favor of this motion.

Christopher Schwarz abstained from voting.

No votes opposed it.

MOTION PASSED unanimously.

    1. Hammond Hundred Reboot.

      1. Christopher The Hammond Hundred is to be similar to a booster club or a general membership type organization to promote the SHARE mission, fundraise, and possibly have events.

      2. The annual cost to be a part of the Hammond Hundred is $100 or 10-hours of volunteer service.

      1. Billy Tomber has volunteered to be the acting president of the Hammond Hundred and help establish it and obtain members. The president is to eventually be elected by the Hammond Hundred members after there is a sufficient number of individuals involved.

  2. Adjournment

    1. Summary of Action Items

      1. The third quarterly meeting of Calendar Year 2023 was tentatively scheduled for Tuesday, October 24, 2023

      2. Board consideration at the October 2023 meeting to pay off the promissory note for the $1,000 short term loan Christopher Schwarz personally made to SHARE for the 2022 B3 Fest.

      3. Advisory Board Discussion and Nominations.

      4. Focus Session: Board Activities and Retention

      5. Nominations and appointments of Board Directors & Officer positions for those with terms expiring 12/31/2023.

    2. MOTION to Adjourn the Meeting:

Motion by Jason Paul, 2nd by Dave Beardsley.

All those present voted in favor of this motion. No votes opposed it.

MOTION PASSED unanimously.

Meeting Adjourned at 8:18 PM.

ITEMS INCLUDED AS ATTACHMENTS TO THESE MINUTES:

1. SHARE 2023 Soulard Blues, Brews & Bites (B3) Festival – Board Review

______________________________________________________________________

These minutes were prepared by the SHARE Secretary, Gary Toribio, based on notes taken during the meeting and his understanding of the motions, votes and general issues that were discussed but are not intended to be a verbatim transcript of the meeting.

In accordance with Robert’s Rules of Order RONR (12th ed.), Section 41:9-12. 3, the SHARE Secretary distributed the final draft of these minutes via email to Board members on July 20, 2023. No comments were received; therefore, these Minutes are Approved as distributed.

Draft minutes prepared by: Gary Toribio, SHARE Secretary July 19, 2023

Reviewed by: Christopher Schwarz, Chairperson July 20, 2023

 

************************************END OF APPROVED MINUTES**********************************