The Mid-Atlantic RC&D Association Annual Meeting was called to order by Vice-President Howard Coffield at 8:20 a.m., following the delegate check-in. Twenty-one delegates signed in, establishing a quorum for the meeting.

Minutes of the July 23, 2003 Annual Meeting held at San Antonio, TX (in conjunction with the National RC&D Conference) were approved (Olga Walter (MD) motion/ Emerson Horn (PA) second) with the following correction: page 1, under the Election of Officers: Jim Horn, Dick Warner, and Cathy Skwara volunteered to serve (on the 2004 nominating committee. Dick Warner’s name had been omitted from the minutes and Sheelagh Baily’s included.).

Howard Coffield read a letter from the Lake Plains (NY) RC&D Council dated November 7, 2003. They voiced concerns about a number of issues including preparing and adopting a budget, including adequate time for the councils to review and discuss a proposed budget prior to its adoption and also the need for more details (the who, what, when and where for expenditures of funds). They also suggested that any Association Member that expends funds for meetings, conferences, etc., should present a report documenting their activity and benefit to the association. Also discussed was the need to consider potential overlap and duplication of effort of the MA RC&D with state and national associations. The letter indicated their intention to withhold payment of dues until the Council is comfortable with expenditures and the direction of the MA RC&D relative to the NARC&D and state associations.

Howard recognized Tom Goodwin of Lake Plains RC&D. Tom stated that they do appreciate the Mid-Atlantic RC&D Association’s efforts to provide information to the membership about the budget and expenditures. However, he stated that his RC&D Council was unclear on how membership in the Mid-Atlantic RC&D Association benefits their local council. He suggested utilizing the MA strategic plan developed at the 2002 annual meeting in DE to help define MA’s goals and direction relative to state and national associations.

The Financial Report, Financial Statement (Expenses & Income, July 1, 2003 to September 1, 2004), FY 2005 Proposed Budget and results of the audit were presented by Treasurer Pat Pinnell. Audit Report: Pat read a letter received from the auditor. As of June 30, 2004, the bank statements and the checkbook balanced. The auditor noted three findings: (1) Receipt documentation – one receipt was missing for a posted check. It was noted that faxed copies of receipts are valid for processing reimbursements provided the originals are sent to the treasurer.

If the submitter does not want to send original receipts, they can have a member of their RC&D review and sign-off their expense submission. (2) Mileage reimbursement – provide number of miles and rate used, not just the total miles. (3) Missing receipts were noted. Motion to accept the auditor’s report (Emerson Horn (PA) motion/John Wagoner (WV) second) passed.

Treasurer’s Report: Following review, motion was made to accept and file the treasurer’s report for audit (Dick Rice (PA) motion/Sheelagh Baily (NY) second) and passed.

 FY 2005 Proposed Budget: Pat reviewed the proposed budget, noting that she used rounding. She explained that while there were no awards presented last year, a bill for $150 for awards was submitted this morning. Lana Koontz (WV) proposed changing the word "trophies" to "awards" in the Proposed Budget. The change was agreeable to the members present. Pat also noted that the audit expense for this year was $450 however that covered the extended time period of the audit. The 2005 audit should be less. A motion was made to accept the FY 2005 Proposed Budget (John Wagoner (WV) motion/Clyde Bowling (WV) second). Discussion followed: Jack Preston (PA) recommended transferring funds to a statement savings account that would offer a higher interest rate and allow for quick transfer of funds as needed to our present checking account. Seymour VanderVeen (NY) questioned why there was a large decrease in assets from June 2003 to June 2004. Pat explained that National RC&D Board meeting expenses and travel expenses in general have increased. Jack Preston (PA) asked if there is any reimbursement available from national for regional representatives to attend national meetings. Sharon Ruggi said no, that each region covers their own members’ attendance. Howard Coffield (WV) said he would bring this up at the next National Board Meeting. Tom Goodwin (NY) suggested a change to the format of the report to include last year’s budget, last year’s expenses and the proposed budget to show a comparison. Howard Coffield (WV) said that the MA Executive Committee would be discussing means to reduce travel expenses including the possibility of having the costs for the association president and National Board members’ travel covered by the MA and the other officers’ expenses covered by their own councils. Discussion ended and the vote on the motion to approve the proposed FY 2005 Budget carried.

Sheelagh Baily (NY), Committee Chair, thanked her committee members, M. Irvil Kear (PA) and Jim Horn (WV), and also Jim Ali (WV Coordinator) for his assistance. Sheelagh reviewed the revised By-Laws, noting that under Article IV, Board of Directors, the following typographical corrections should be made: (1) Remove the word "Officers" from the line beginning "Item 1."; and (2) Remove the words "Nominating Committee" from the line beginning "Item 2.". An additional change in Article II, Purposes and Powers, Item 3 was suggested. Copies of the change as stated below were provided.

"ARTICLE II PURPOSES AND POWERS

Item 3. Upon dissolution of the Association, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed equally among all member Councils that have paid their annual dues at the time of the dissolution. If all member Councils were dissolved then any and all funds or property would be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the

principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes."

The membership agreed unanimously to accept the proposed changes as written above and incorporate them as part of the proposed revision to the By-Laws.

Vinnie Tamagna (NY) suggested revising the By-Laws to include forming a budget committee to prepare the association’s annual budget. Currently the budget is prepared by the Treasurer and President. No official action was taken regarding the suggestion. After further discussion and explanation of the proposed changes a motion was made and passed to adopt the newly revised By-Laws (Sheelagh Baily (NY)).

Copies of the new By-Laws will be printed and mailed to all MA councils.

Pat Pinnell (MD), Pat Wood (DE) and Olga Walter (MD) agreed to serve on a committee to review and report on the strategic plan.

Cathy Skwara (PA), Nominating Committee Chair, reported that according to our By-Laws the fifth member of the MA RC&D Association Executive Committee is to be elected by a majority vote by the Board of Directors at their annual meeting. The membership agreed unanimously to follow this procedure during our elections today.

There was no further discussion on this topic.

Vinnie Tamagna, Lower Hudson/Long Island RC&D, stated that he and Joe Heller, RC&D Coordinator, are happy to be hosting next year’s Mid-Atlantic RC&D Association Conference. The meeting will be held at the Thayer Hotel, West Point, New York. A West Point postcard declaring "SAVE THE DATE – September 20-23, 2005" was distributed to those in attendance. Sheelagh Baily, President of the NY Federation, remarked that they are trying to keep the costs down. Howard Coffield stated he will consult with the National Board and MA to coordinate training opportunities for the meeting.

Craig Hartsock (MD), Vinnie Tamagna (NY) and Dick Rice (PA) were recommended to serve on the Nominating Committee for 2005. Sheelagh Baily (NY) pointed out that the By-Laws call for electing members to the Committee, not having them appointed by the President. A motion

was made and carried to elect the above listed people to the Nominating Committee (Seymour VanderVeen  (NY) motion/Cathy Skwara  (PA) second).

Cathy Skwara (PA), Nominating Committee Chair, gave the Nominating Committee Report. She thanked Jim Horn (WV) and Sheelagh Baily (NY) for their service on the committee and Jim Ali (WV Coordinator) for his assistance. Cathy reported that a call for nominations was sent out on May 14, 2004 with a follow-up reminder. A written nominations report was sent to all councils on July 30, 2004. The committee received one nomination for President and presented Howard Coffield (WV) as a candidate for that office. No nominations were received for the Secretary or Member-At-Large positions. Jim McClelland (WV) moved and Olga Walter (MD) seconded to accept the Nominating Committee Report.

Howard Coffield, President, turned the meeting over to Pat Pinnell, Treasurer, in order for her to supervise the election of new officers. Pat opened the meeting for nominations from the floor for the office of President. Having heard none, Jack Preston (PA) moved that nominations for the office of President be closed. Ken Bush (NY) seconded the motion and it carried unanimously.

Pat opened the floor for nominations for the office of Secretary. Cathy Skwara (PA) was nominated from the floor by Olga Walter (MD). John Wagoner (WV) moved to close nominations for the office of Secretary. Vinnie Tamagna (NY) seconded the motion. The motion carried unanimously.

Pat opened the floor for nominations for the Member-At-Large seat on the Executive Committee. Jack Preston (PA) was nominated by Dick Rice (PA) as the Member-At-Large. Vinnie Tamagna (NY) seconded. The motion carried unanimously. Vinnie Tamagna (NY) moved that nominations be closed; Dick Rice (PA) seconded the motion. It carried unanimously.

Vinnie Tamagna (NY) moved to accept the above slate of officers: President – Howard Coffield (WV); Secretary – Cathy Skwara (PA); Member-At-Large – Jack Preston (PA). Seymour VanderVeen (NY) seconded. Motion carried.

Pat Pinnell stated it was now time to elect the officers. Vinnie Tamagna (NY) explained that since there were no contested positions a single unanimous consent vote can be cast in favor of electing the slate of officers. The membership agreed unanimously to the procedure and the slate of nominees for the officer positions was elected.

Howard Coffield asked to be recognized by Pat Pinnell. Pat recognized Howard, who proceeded to resign as Vice-President. Pat then turned the meeting back over to President-Elect Howard Coffield. Cathy Skwara asked to be recognized. Howard did so, and Cathy stated that according to our By-Laws, the Association needed to elect a successor for the remaining term of the Vice-President due to Howard’s resignation to accept the Presidency. Pat Pinnell (MD) moved to elect Olga Walter (MD) as Vice-President. Vinnie Tamagna.(NY) seconded the motion. Dick Rice (PA) moved to close nominations; Pat Pinnell (MD) seconded the motion. It carried unanimously. Again, with a non-contested position election, a single unanimous consent vote in favor of electing Olga Walter as Vice-President occurred.

Michael Hill (NJ) remarked that the sexual harassment policy and drug-free workplace guidelines should be included in the By-Laws. The By-Laws Committee will look at this and report back.

Jack Preston (PA) mentioned that the National Association will be changing their meeting schedule to every two years and questioned whether the Mid-Atlantic Association should consider holding our meeting at the National Meeting or separately. Terry D’Addio said that we should consider the expense and our budget as it relates to our member councils ability to attend.

Dick Rice (PA) said that the costs for attending national meetings are more expensive and therefore exclude more council members. He thought there would be more participation in the MA Association if it continued to have an annual meeting, regardless of what the National Association does with its conference. Cathy Skwara (PA) suggested we have the people that attend the National Meeting come back and report on it at the MA meeting. Jim McClelland (WV) agrees with Dick and said he was not aware of the MA meeting that was held at the TX National Meeting. Jim said there is a need for regional meetings to allow for more attendees.

Howard Coffield (WV) said that communication from the National Board will be improving.

Dick Rice (PA) commented that this conference proceeded very smoothly, he just wished there would have been some downtime to enjoy the park facilities.

Emerson Horn (PA) suggested a microphone be used at all sessions for attendees (speakers and audience participants).

Dick Warner (NY) said this was a good conference but we need more "downtime" for other activities (networking, etc.).

Ralph Bucca (MD) suggested that the materials to be covered in the meetings/trainings be sent out in a pre-meeting packet to help attendees prepare for the meeting and also possibly save conference time which, in turn, could allow some downtime.

Larry Schardt (PA Coordinator) suggested we choose today who will be hosting the MA Meeting in 2006 to allow for more planning time (and to do this on a regular basis for future meetings). Jim Ali (WV Coordinator) referred attendees to the MA Handbook for a list of past and future meeting locations. It was decided that the 2006 MA Meeting will be either with the National Association or hosted by PA. If it is held at the National Meeting, PA will host the MA in 2007.

Sharon Ruggi, President of the NARC&DC reported that $5,000 is provided by NRCS to support regional meetings, except when there is a national meeting. Terry D’Addio explained that half that amount is allowed for regional meetings during national meetings, but it is not guaranteed especially with the current budget situation, which also affects the coordinators and staff level of participation. The next National RC&DC Association meeting will be held in 2006 in Savannah, GA.

It was moved by Vinnie Tamagna (NY) and seconded by Emerson Horn (PA) to adjourn. The vote was unanimous to adjourn.

The meeting adjourned at 9:45 a.m.

Respectfully submitted,

Cathy Skwara

SecretaryMid Atlantic RC&D Association