Board Meeting Minutes

Wings of Hope, Inc.
www.butterflybreeders.org / www.wingsofhopebutterflies.org
c/o 51 Beebe Road
Wilbraham , MA   01095

Minutes – April 22, 2006

An organizational meeting of the Wings of Hope, Inc. Board of Directors took place April 22, 2006 via internet connection.  Members in attendance:  Alicia Baylor, President, Kathy Marshburn, Vice President, Linda Rogers, Secretary and Melanie McCarthy, Treasurer.

Organizing Board Members voted on several items.  This was the first official meeting of Wings of Hope and was deemed an organizational meeting.

On motions duly made and seconded, it was VOTED:

1. To accept the Bylaws of Wings of Hope, Inc. as presented and dated April 22, 2006;
2. To vote as Officers the following: Alicia Baylor, President, Kathy Marshburn, Vice President, Melanie McCarthy, Treasurer and Linda Rogers, Secretary;
3. To direct the Treasurer to file “Articles of Organization” for the purpose of organizing as a non profit organization in the commonwealth of Massachusetts and to operate exclusively for charitable purposes;
4. To authorize the Treasurer to file for 501 c 3 status with the IRS for purposes of gaining exemption status and recognition as a non profit charitable organization on the federal level.

The organizing Board members discussed the purpose of Wings of Hope as presented in the Bylaws and as stated in the proposed Articles of Organization.  It was noted that the Wings of Hope Committee and program, under the auspices of IBBA, a Trade Organization, itself had been in operation for many years but was not able to seek grants and private donations as the organization was not formally organized as a non profit corporation. It was then VOTED: (see Vote # 1 above)

Officers’ positions were described and it was then VOTED: (see Vote # 2 above).

Melanie McCarthy explained the advantages of organizing as a non profit corporation and gaining recognition from the IRS as a 501 c 3.  Those benefits are:

• exemption from federal income tax and eligibility to receive tax-deductible charitable contributions;
• individuals and corporate donors are more likely to support organizations with 501 c 3 status because their donations can be tax deductible.  Recognition of exemption under section 501 c 3 of the IRS assures foundations and other grant-making institutions that they are issuing grants or sponsorships to permitted beneficiaries.
• an IRS determination of 501 c 3 status is recognized and accepted for other purposes.  For example, state officials may grant exemption from state income tax, sales tax and other taxes and the U.S. Postal Service offers reduced postal rates to certain 501 c 3 organizations.

Melanie McCarthy noted that in order to gain this IRS recognition all of our activities must further our exempt purposes as stated in the bylaws and in our Articles of Organization. 

Melanie McCarthy also reported that the Granby Public Library has already offered to send donations to support our program and that Magi Bish and the Molly Bish Foundation have expressed their willingness to support and promote our program.

After discussion, it was then VOTED: (see Votes # 3 and 4 above).

There being no further business, the meeting was adjourned.

Respectfully submitted,

Linda Rogers

Secretary

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October 8, 2007

Wings of Hope, Inc.
10 Beebe Road
Monson , MA   01057
www.wingsofhopebutterflies.org

Adopted by Vote on 10/23/07

MINUTES

The Annual Meeting of Wings of Hope, Inc. was held during the week of October 8, 2007.

Board Members Present:  Alicia Baylor, President; Linda Rogers, Vice President, Melanie McCarthy, Treasurer and Kathleen Marshburn, Secretary

On motions duly made and seconded it was VOTED:

1. To approve the amended Bylaws of Wings of Hope, Inc. (attached) – unanimous
2. To elect the following as Board Members for the two year term beginning January 1, 2008 (unanimous)

Anne Collins, Butterfly Brillance Queensland , P. O. Box 3416 Loganholme , Australia Qld 4129	Linda Rogers, Timshell Farms P. O. Box 681 Corsicana , TX   75151
Grace Venters, Butterfly Boutique 6, Church Path, Gosport , Hampshire P012 1NR England	Melanie McCarthy, The Monarchy 10 Beebe Road Monson , MA   01057
Nancy Hobart, Flutterby Butterflies 293 Al Harvey Road Stonington , CT   06378	Kathleen Marshburn, Vibrant Wings Butterflies 5912 Kelly Mill Lane Humble, TX  77346
Kathleen  Ziemer, ButterfliZ of Iowa 3816 North Union St . Des Moines , IA   50316	Magi Bish, Lifetime Honorary Member Molly Bish Foundation Warren , MA
Alicia Baylor, Buena Vista Butterfly Farm P. O. Box 107 Burson , CA   95225

The meeting began with a review of the past year’s activities.  Special recognition was given to Jon Timko who worked hard to develop, with some help from Wings of Hope, a beautiful, sleek and informative brochure for Wings of Hope, Inc.  Jon incorporated suggestions from this year’s and prior years’ committees and used photos and collages contributed to the Wings of Hope, Inc. over the past few years.  When Jon reported on the printing prices from Vista.com, little did he know there would be an upcoming special and instead of the original estimate of $300 we were able to order 1,000 brochures for about $150.  Many have been sent to Kathleen Ziemer for distribution at the upcoming Convention and to be used in conjunction with Wings of Hope, Inc’s fundraiser  to be held during the Iowa Convention.

Alicia Baylor reported that we received 35 requests for butterflies during 2007 and that we were able to fill 10 of those requests.  It was felt that this was a good number considering our limited resources.  She reported that there is current request for butterflies for October 12.  Melanie McCarthy indicated she would be able to help with that one.

Alicia Baylor stated that she had been looking at a number of websites to search for grant monies and plans to send the links to the rest of the Board.

A suggestion was made to incorporate the use of PayPal onto the Wings of Hope, Inc. site to make it easier for people to make donations.  Melanie McCarthy said she would work to get that accomplished and would probably seek the assistance of Paul Chesterfield.  The Board emphasized the importance of making sure that the donors know that  contributions to our organization are tax deductible on the respective individual’s tax return.

The Board then considered some suggested changes to the Wings of Hope Bylaws to clarify the issue of confidentiality and to remove the ‘restrictive’ requirement that IBBA members must be on the Board and to change it to “every attempt will be made to recruit members of the IBBA, Inc.  To maintain our strong association with the IBBA, Inc. regular reports will be made to the IBBA Board of Directors no less than once per year.”  It was noted that if we were not able to recruit IBBA members for the majority, we would have been in violation of the former Bylaws through no fault of our own.  The Board acknowledged the importance of strong IBBA representation on our team and that we seek to continue to maintain a solid working relationship with IBBA.  It was also decided to add a focus on creation of butterfly habitat to our mission.   It was then VOTED:  (see Vote # 1 above).

The Board considered a slate of nominees presented to serve on the Board of Wings of Hope, Inc. for the two year term beginning January 1, 2008, it was then VOTED:  (See Vote # 2 above).

Next, the Board listened to ideas about fundraising and talked about the possibility of “Sponsors” for Wings of Hope, Inc.  One idea was that those making contributions of a certain value would become Sponsors.  There would be one graphic for Sponsors and one graphic for Donors.

The concept of an “International Wings” team was discussed so that there could be an international focus and that certain countries could be targeted to have Wings of Hope releases, depending upon who would be available to serve on this team.  The idea of a Wings of Hope world map with little butterflies on each country that has had a Wings of Hope release was introduced.  The importance of press releases was stressed.  A simple, straight-forward goals list or Annual Plan for 2008 will be needed.  It could simply be a bullet list such as

• Sponsors
• Grants
• International Team
• Press Releases
• Task Team to Seek Grants
• Fundraisers

Lastly, the Board members discussed the fundraising idea of a raffle and/or auction to be held at the IBBA Convention.  It was agreed to approach the Convention Committee with this idea.  The Board brainstormed about the process, vendors and others who could contribute items and services for this fundraiser.  There was extensive discussion about how it would all come together.  Board members were very enthusiastic about this and endorsed the idea.

There being no further business, the meeting adjourned on the last day of the week,  October 14, 2007.

Respectfully submitted,

Linda Rogers, Secretary

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November 27, 2007

Wings of Hope, Inc.

www.wingsofhopebutterflies.org

On November 26, 2007 Wings of Hope, Inc. resolved to further amend its Bylaws to expand its purpose as well as to include a more extensive listing of requisite filings.

Therefore, it was resolved: to amend the Bylaws to reflect our expanded purpose as well as to reflect a more comprehensive listing of agencies we are responsible to and to list the items that need to be filed each year along with contact information.

Date:  November 26, 2007

Accepted unanimously November 27, 2007

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Members present:  Anne Collins, Grace Venters, Nancy Hobart, Kathleen Ziemer, Alicia Baylor, Linda Rogers, Melanie McCarthy.

Members absent:  Kathy Marshburn

On motions duly made and seconded it was VOTED:

1. To accept, with regret, the resignation of Kathy Marshburn;
2. To develop a Statement of Principles which will demonstrate the values of Wings of Hope, Inc. in working with the public and within the organization;
3. To elect Linda Rogers as Vice President;
4. To elect Alicia Baylor as President;
5. To elect Melanie McCarthy as Clerk/Treasurer;
6. To elect Grace Venters as Secretary;
7. To organize and run a Wings of Hope, Inc. auction at the IBBA Convention to be held in Costa Rica in November, specific details to be agreed upon with IBBA; 
8. All communication regarding the Wings of Hope auction will be forwarded to Anne Collins and she will be the only contact for the Wings of Hope Auction;
9. To set the Annual Meeting of Wings of Hope, Inc. for March 29 at 5 p.m. EST
10. To accept Dan Staehr’s offer to set up a Yahoo group for Wings of Hope, Inc.
11. Any proposed business or transactions between IBBA, Inc. and Wings of Hope, Inc. will be brought before this Board for discussion and possible vote.  All official communications between the two organizations will be conducted by the then Presidents of IBBA and Wings of Hope, Inc.

Member Resignation

Alicia Baylor called the meeting to order at 7:10 p.m.  She announced that Kathy Marshburn would not be in attendance tonight and that she is officially submitting her resignation as a Board member.  However, she will remain as a Co-Coordinator for the Wings of Hope, Inc. program.  It was noted that Kathy will be serving on the IBBA Board and is heavily involved in other projects.    She was acknowledged for all her hard work on behalf of the Wings of Hope, Inc. program.  It was VOTED:  (See Vote # 1 Above).

Statement of Principles

The topic of developing a values or principles statement was discussed.  Alicia explained that she had spoken to an organizational specialist  and learned about how important it is to establish values within the organization so that the organization can lead in the most successful way possible.  Without common beliefs and common values, the organization will be rocky at best.  Themes around values such as “first do not harm”, respect, truth, honesty, honor, integrity, stewards of hope were discussed.  Also, ‘hope’ for us too, show respect and honor life and people, lift people up, green things and greater good.  As with most volunteer efforts in this world, one usually gets back more than one gives.  The joy is in the journey, hopefully for us all. The importance of being able to return ourselves back to our core values was emphasized. After no further discussion, it was VOTED:  (See Vote # 2 above).

Officers’ Elections

The election of officers took place.  Nominations were made for each Officer position and after a brief discussion it was VOTED: (See Votes # 3, 4, 5, and 6 above).

Wings of Hope, Inc. Auction

Melanie informed the Board about the proposed details for sponsoring a Wings of Hope, Inc. auction at the upcoming IBBA, Inc. convention to be held in Costa Rica beginning November 3, 2008.  She gave details of conversations she had with Zane Greathouse, President of IBBA.  She explained that Wings of Hope, Inc. would be entirely responsible for the auction, except for having to provide auctioneers.  There will be  approximately 3 volunteers from the IBBA who will serve as auctioneers.  IBBA is intending to receive half of the net proceeds (after any related expenses).  IBBA will invoice Wings of Hope, Inc. for this amount as a “venue or space cost.”  It will be a win-win situation for both organizations.  Donations to Wings of Hope, Inc. will be fully tax deductible on the individual’s tax return which would not be the case if donations flowed through IBBA, Inc. which is not a charitable organization.  This should provide increased activity in the form of donations.  We will be seeking either very small items that IBBA attendees can carry to the Auction or Certificates redeemable for donations.   Anne Collins volunteered to be the Coordinator for the Wings of Hope Auction.  She is free to recruit others to help with this.   Nancy Hobart volunteered to write thank you letters to all those who donate to the Auction.   It was then VOTED:  (See Vote # 7 above)  It was also VOTED:  (See Vote # 8 above)

Donations

Two charitable donations came in this month:  Kathleen Ziemer $75.00 and Melanie McCarthy $75.00. 

Ben and Jerry’s Ice Cream – Grant

There was a friendly consensus to authorize Melanie McCarthy to write to Ben and Jerry’s to pursue an under $1,000 grant.  This is a tentative decision, based on some forthcoming information.  The Board acknowledged that we must form a Grants Committee and recruit someone to Chair the Committee.  No one present at the meeting came forward to do this.  We may need to seek outside assistance.

Wings of Hope –  Earth Friendly Logo

Many Board members were able to view a new logo designed by Paul Chesterfield with the photo supplied by Nigel Venters along with assistance from Linda Rogers.  This would not replace our main Wings of Hope logo but would be used to support butterfly releases in general and would demonstrate that “Butterfly Releases Are Earth Friendly.”  Everyone applauded Linda, Paul and Nigel for their contribution to this logo, it is beautiful.  Linda announced one more surprise, in that there will be a slide show associated with the logo . . . soon to be announced and presented on the Website.

Annual Meeting

It was decided to hold (as required by the Secretary of State’s office in Massachusetts ) our Annual Meeting during the first quarter of this year.  It was then VOTED:  (See Vote # 9 above).

Although the Board had consensus about asking Paul Chesterfield to help with setting up a Yahoo site for Wings of Hope, an offer came in from Dan Staehr to do this for us, therefore it was

VOTED:  (See Vote # 10 above).

Communications

The board discussed formal communications between IBBA, Inc. and Wings of Hope, Inc.  It was affirmed that we have a friendly, and solid relationship between the two organizations.  To be sure all 501 C 3 status regulations are conformed to, any proposed official business between the two groups should be brought to this Board initially for discussion and consensus.   However, any communications regarding official business relating to the two organizations will be restricted to  the then two Presidents of each organization.

Additional Agenda Items

Additional Agenda Items will be discussed and continued at future Board meetings.

Adjournment

There being no further business, the meeting adjourned at 9:20 p.m.

Respectfully submitted,

Grace Venters

Secretary