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Board Meeting

Jul 19, 1998

1. Approve Brand as Treasurer - Vote
A Special Election was held on the nonprofit's mailing list, electing Brand as Treasurer. Currently he functions as interim Treasurer due to an appointment by the President. The Board approval is necessary to make this official.
2. Approve new Bank as Corporate Bank - Vote
Since Diane's resignation, the Pottsville, PA bank can no longer be the corporate bank. Brand will open a new account for Troubled Times, Inc., with the President as co-signer.
3. Approve Administration & Operation Costs Grant Proposal - Vote
During the April Board Meeting, Jan raised the issue of reimbursing gifts made to cover startup expenses and administrative expenses from any grant secured in the future make specifically to cover such costs. A motion was made and passed to do such reimbursement. Jan has provided an outline of his proposal, Proposal 1, and Nancy has proposed an alternate, Proposal 2.
4. Report on Anonymous $500 Donation - Report by Vice President
The Gift Pool has received an anonymous donation of $500. Per the Bylaws, this stays in the Gift Pool until the pool is $1,000 or more, or unless the Treasurer calls for the funds. The Vice President is the contact.
5. Report on Apparent Embezzlement by Diana Ferrizzi/Berger - Report by President
During the April 26, 1998 Board Meeting, final Wrap-Up by Diana as a result of her resignation as Treasurer, she reported that checks had been mailed to Gerard, Clipper, Brand and Nancy. No checks were ever received. No disbursement had ever been made by Diana, even after the Bylaws were amended to require the Treasurer to come current every quarter, at a minimum. In May and into June, the President phoned her home dozens of times, approximately every other day, and was told several times that a check for $1,500 had been mailed or placed in the Western Union database. Finally, Diana wrote a Check for $1,500. This Check Bounced. Further attempts to get Diana to write a second checks failed. Ridiculous excuses are given. Diana has never admitted lying or having taken the funds for her own use. In addition to unreturned funds, Diana has not turned over her copy of the corporate Seal, which should have been returned. The excuse given was that a wrong zip code was used, and the Seal returned to her, but no attempt to re-mail the Seal and other records due was ever made.
6. Report on Prosecution Steps - Report by President
Several crimes have been committed, per Pennsylvania law. The first is writing a Bad Check, a misdemeanor. Second is an embezzlement charge, Theft by Failure to Make Required Disposition of Funds Received, Statute 3927 of Consolidated Title 18 in the Pennsylvania criminal code. The third is Theft by Deception because there is solid evidence that she deposited the first $1,000 check on August 18, 1997 directly into her personal account, a criminal action called "conversion" in Violation of our Bylaws. And the fourth is Receiving Stolen Property, because of theft by deception. The President has taken steps to prosecute Diana under all of these statutes.
7. Report on Steps Taken to Alert SUFOIT - Report by President
During the time Diana was acting as the Treasurer and/or failing to return the funds entrusted to her, she was the National Director of SUFOIT. During the December Board Meeting, Diana mentioned this and a bumper sticker program to raise funds, suggesting that she could do such a campaign to raise funds for Troubled Times, Inc. also. This offer fell on deaf ears. During the many attempts to get Diana to return the funds, the President learned that her home was in danger of being repossessed and her water at one point turned off for non-payment of a bill. At the same time, her boyfriend reported depositing $3,000 in cash in her account for her. Due to this indication of motive for theft and unexplained cash on hand, the President alerted SUFOIT and they removed her from the National Director position and terminated the bumper sticker program.
8. Removal Diana Ferrizzi/Berger from Board - Report by President
Article 3 Section 19 of the Bylaws state that: Vacancies on the Board of Directors shall exist on the death, resignation or removal of any director. The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty of said directorship. Directors may be removed without cause by a majority of all members. Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Attorney General of the State of Delaware. Thus unless such an election is held, she remains a Board Member. At this time, due to her lack on influence on the membership or affairs of Troubled Times, this appears not to be necessary.
9. Approval of Interim Accounting Approach - Vote
Since Pennsylvania law allows a defendant to escape prosecution by simply paying back the money, there is a change that the $1,500 may still be recovered. Suggested interim approach to use the $1,500 gift to cover attorney fees for review of the legality of our Bylaws and operating procedures, and to used this $1,500 to cover 1997 administration and operating costs incurred, repaying outstanding Vouchers. The attorney costs will then not be vouchered until a later date. Conveniently, they are both for $1,500.
10. Committee to Study Fiscal Checks and Balances - Vote
Article 5, Section 2 of the Bylaws states: The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the Board. These additional committees shall act in an advisory capacity only to the board and shall be clearly titled as advisory committees. Suggest the Board designate a Committee on Fiscal Checks and Balances to study ways to avoid embezzlement or misappropriate of funds by either the Treasurer or grantees and report to the Board on their conclusions. Preliminary Discussion has already occurred on the nonprofit mailing lists, with examples of problem areas, Case Histories, and possible Solutions offered.