Minutes of the Regular Meeting of
Board of Directors of
Southern California Barbecue Association
on December 15, 2002

Not approved and subject to correction

Drafted January 29, 2002

Time and Place

The Regular Meeting of the Board of Directors of Southern California Barbecue Association was held at 8:00 pm on Saturday, December 15, 2001 in Lakeside, California.

Notice

Notice of the meeting was published in the Smokin’ Times Newsletter, on the Association’s mailing list and website, and via email to the directors.

Chairman

The President of the Association not being present, the Vice President, Joe O'Connell, presided over the meeting as Chairman.

Quorum

The Chairman of the Board of Directors noted that a quorum of the Board appeared to be present and, there being no objection, the meeting was called to order.

Present

The Chairman recognized and introduced several officers, members and guests of the Association, who were also present at the meeting, and they were welcomed by the directors.

Overview

The President reported to the Board on the overall condition of the Association.  The President explained the status of the merger and other matters.

Officers

The Chairman appointed Gene Goycochea and Gina Hayes to record the nominations for officers and to count the votes.  The Chairman then opened the floor for nominations by directors for the appointment of officers of the Association.  After the nominations were closed, the Chairman noted that only one nominee for each office had been nominated,  The Chairman then called for a vote by the Board of Directors as to each nomination. 

Upon motion duly made, seconded and unanimously carried, it was:

RESOLVED that each of the following persons be and hereby is appointed an officer of the Association, to occupy such office until a successor is appointed and qualifies:

President and CEO	Joe O'Connell
President, Bay Area Chapter	Frank Boyer
Executive Vice President	Dan Cannon
Ex Officio, Former President	Tom Brohamer
Vice President, Events	Gene Goycochea
Vice President, Memberships	Gary Maines
Vice President, Sponsorships	Todd Eves
Editor in Chief	Carl Kaun
Treasurer and CFO	Roger Cole
Secretary	Gina Hayes
Director, Public Relations	Melanie Jones
Chairman, Team of the Year	Perry Smith
Chief Photographer	Bill Stadler

Lifetime Members

The Chairman discussed a proposal that the Association offer a life-time regular membership in the Association (for single or joint members) for dues of $250.00 (the equivalent of 10 years' worth of dues).  Upon motion duly made, seconded and unanimously carried, it was:

RESOLVED that the Association create and hereby does create a new category of memberships, to be known as Lifetime members, who shall have all the benefits and privileges of Regular Members (single and joint), which shall be made available for a cost of $250.00;  and

RESOLVED FURTHER that the Vice President, Memberships and the Treasurer be and hereby are authorized and directed to take such actions as may be necessary to effect the foregoing Resolution.

180 Pins

The Chairman then recognized a director, Gene Goycochea, who suggested that the Association develop its own 180 Pin, which shall be awarded to all members of an Association team which receives a perfect score in any KCBS-sanctioned event.  After discussion, upon motion duly made, seconded and unanimously carried, it was:

RESOLVED that the Association be and hereby is authorized to create its own design for a Perfect 180 Pin;  and

RESOLVED FURTHER that the Association shall reward one such pin to each team which receives a perfect score in any KCBS-sanctioned event and which has an Association-member as its Chief (or Co-Chief) Cook;

RESOLVED FURTHER that the Association shall offer one such pin to each other member (Co-Chief or Assistant Cook) of a team which receives a perfect score in any KCBS-sanctioned event and which has an Association-member as its Chief (or Co-Chief) Cook, upon the payment to the Association of the reasonable cost to the Association for producing such pins (and which cost shall be determined by the Vice President, Events and the Treasurer);  and

RESOLVED FURTHER that the Association shall offer such pins to all members of a team which received a perfect score in any KCBS-sanctioned event during 2001 or any prior year, if such team then had an Association-member as its Chief (or Co-Chief) Cook, upon the payment to the Association of the reasonable cost to the Association for producing such pins (and which cost shall be determined by the Vice President, Events and the Treasurer);  and

RESOLVED FURTHER that the officers of the Association be and hereby are authorized and directed to effect the foregoing Resolutions.

Merger

The Chairman next explained the terms of the proposed merger of the Association ("SCBBQA") and the California Barbecue Association ("CBA").  The Chairman explained the terms of the Merger Agreement.  After discussion, upon motion duly made, seconded and unanimously carried, it was:

RESOLVED that the Association be and hereby is authorized and directed to effect the acquisition of assets, absorption of members,  and other provisions of the Merger Agreement between the SCBBQA and the CBA, which shall be effective on January 1, 2002;

RESOLVED FURTHER that the officers of the Association be and hereby are authorized and directed to change the name of the Association to California Barbecue Association, Inc.;  and

RESOLVED FURTHER that the officer of the Association be and hereby are authorized and directed to take such other action as may be necessary or appropriate to effect the foregoing Resolutions.

Election of directors

The Board next considered the election of two directors to serve on the Board of Directors, effective on January 2, 2002, because of the increase in the number of directors which was approved by the members at the annual meeting on November 16, 2001, and as permitted in Section 7.9 of the Bylaws. 

After discussion and nominations, upon motion duly made, seconded and unanimously carried, it was:

RESOLVED that each of the following persons be and hereby is elected as a director of the Association, to occupy such office, beginning January 1, 2002 for one year, and until a successor is elected appointed and qualifies:

Frank Boyer

Jim Mehl

Adjournment

Upon motion duly made, seconded and unanimously carried, the meeting was adjourned at 8:45 pm.

Back to Story

Meeting Contents

Time and Place
Notice
Chairman
Quorum
Also Present
Overview
Officers
Lifetime Members
180 Pins
Merger
Amendment of Bylaws
Election of Directors
Adjournment

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