Minutes of the Annual Meeting of
Members of
Southern California Barbecue Association
on November 16, 2001
Not approved and subject to correction
Drafted January 29, 2001
The Annual Meeting of the Members of Southern California Barbecue
Association was held at 1:00 pm on Saturday, November 16, 2001 in San
Dimas, California.
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.
The President of the Association not being present, the Vice
President, Joe O'Connell, presided over the meeting as Chairman.
The Chairman of the Board of Directors noted that a quorum of the
members appeared to be present and, there being no objection, the
meeting was called to order.
The President reported to the Board on the overall condition of the
Association. The President explained the status of the merger and
other matters.
The Treasurer reported to the members on the financial condition of
the Association.
Gene Goycochea, the Vice President, Events, reported to the members
on past and upcoming barbecue events, including but not limited to the
following:
- Status of the Christmas Barbecue for Kids, being organized for
December 15 in Lakeside;
- Preliminary Events Schedule for 2002 (including picnics, QFests
and contests);
- Status of the Paul Kirk Barbecue Cooking Class, scheduled for
February 9, 2002;
- Organization of an Events Committee, which will include event
organizers, team representatives and others and which will help
coordinate barbecue events;
- Status of his drafting Guidelines for Contest Organizers
(including rules about full disclosure of costs and prizes,
insurance, and other requirements).
The Vice President discussed these and other matters with the
members.
Gary Maines, the Vice President, Memberships, reported to the members
about the numbers and classes of members, recruitment of new members,
and other matters.
Joe O'Connell, the Vice President, Sponsorships, reported to the
Board on current and pending sponsors and sponsorship opportunities.
Carl Kaun, the Editor, reported to the members about the status and
schedule for the newsletter during 2002.
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 directors and 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 directors and officers 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.
The Chairman explained the procedure for the election of the 2002
Board of Directors, as set forth in the Bylaws. Then the Chairman
appointed Gene Goycochea, Gary Maines and Gina Hayes to record the
nominations for directors and to count the votes for the election of the
2002 directors. The Chairman then opened the floor for nominations
by members for the election of directors of the Association. After
the nominations were closed, the Chairman noted that only one nominee
for each of the seven places on the Board of Directors had been
nominated, The Chairman then called for a vote by the members 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 director on the Board of Directors of the Association, to
occupy such office during 2002 and until a successor is appointed and
qualifies:
The members next considered the proposal to amend the bylaws to
increase the number of directors of the Association from seven to nine
directors, in preparation for the proposed merger of the California
Barbecue Association into the Southern California Barbecue Association.
The Chairman explained that, if the membership approved the increase in
the number of directors, that the board could fill the two vacancies, to
be effective after the merger.
After discussion, upon motion duly made, seconded and unanimously
carried, it was:
RESOLVED that the Bylaws of the Association be and hereby are
amended, as permitted in Section 15.5, as follows:
(a) Effective on January 1, 2001, Section 1.1 of the Bylaws and
other corresponding sections are hereby amended by changing the name of
the corporation to California Barbecue Association, Inc.
(b) Effective on January 1, 2001, Section 7.5 of the Bylaws is
hereby amended by deleting the section and replacing it with the
following:
7.5 The initial number of directors on the board of directors
shall be seven. Effective on January 2, 2002, the number of directors on
the board of directors shall be nine.
Upon motion duly made,
seconded and unanimously carried, the meeting was adjourned at 1:45 pm.
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