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Administrative and Corporate Issues for Board of SPWRAP <br />1. Basic corporate governance issues (probably not news to most board <br />members): <br />a. To preserve status as a separate corporate entity, need to act like a <br />separate corporate entity <br />Board members have no authority to act individually, can only act by <br />motion and resolution <br />Officers have authority to act individually, within authority and direction <br />given by the board. <br />iii Proper handling of Corporation's money <br />A No informal loans, no expenses unrelated to Corporation's <br />business <br />B The volume of money handled by Corporation will be substantial. <br />In the event of embezzlement by anyone inside or outside the <br />Corporation, there is the possibility of personal liability on the part <br />of directors and officers if reasonable precautions were not taken to <br />guard against it. <br />b. Must hold an annual meeting of inembers <br />i Board has to set a date <br />ii Corp. has to send notices of ineeting to members between 20 and 45 <br />days before meeting <br />iii Only required task of inember's meeting is to elect directors. <br />A Bylaws say annual meeting will be in Feb. or March - does this <br />work? When will SPWRAP have members? Board could amend <br />bylaws or postpone meeting for 2006, but need to have meeting <br />(and members) before Nov. 1, 2006 (18 months from date of <br />incorporation - Art. VII.D.) and adequate time for notice to <br />members before that. The corporation would only need to have <br />one member of each class to elect directors, but that may project <br />the appearance of a private club that may not encourage other <br />users to join. <br />Admin Issues 9-2-05