Time and Location:

7pm ET Virtual Meeting https://meet.google.com/cih-ehxi-wbc

Call to Order:

Meeting called to order by (NAME HERE) at (TIME HERE).

New Business

NB1: Waive Seven Day Notice

Motion: Move to waive 7 days notification to hold a special meeting of the Board of Directors

Second: 

Vote:

NB2: Conflict of Interest (Jim Waldron)

Issue: IRS Requires a formal Conflict of Interest policy.  While we have been dutifully checking the box on the 990 tax form our Conflict of Interest policy does not really meet IRS requirements.  Most of these policies are 10+ pages in length and I believe more than we currently need.  But, we need to prevent the actual or appearance of any benefit to any Director or Officer of Makersmiths.

Our basic problem is to be sure that there is ‘No Appearance’ or ‘Actual’ conflict of interest from our Directors.  We need to perfect the Volunteer status of our Directors. (A Volunteer is someone who does something without expectation of compensation.)

Solution: Make sure that Directors and Officers of the organization are not paid by the organization.

Relevance to Tax Exempt Status: Required form

Motion: 

Add 4.12.2 to the Bylaws. “Directors and Officers will not receive compensation from Makersmiths.”

OR;

Prepare a Conflict of Interest policy in line with IRS recommendations to be authorized by the board before May 10 (our 990 filing date).

Second: 

Vote: 

NB3: Approval of 990 (Jim Waldron)

Issue: Filing date: May 10.  The Board needs to review and approve our 2024 990 tax filing.  We need to fix our ‘appearance of conflict of interest’ policy in advance of this approval

Solution: Subject to the Conflict of Interest business item, approve the 2024 990 to be signed by the Chairman of the Board for submission to the IRS. 

Relevance to Tax Exempt Status: None

Motion: Move to approve the 2024 990 to be signed by the Chairman of the Board and submitted to the IRS.

Second: 

Adjournment

Meeting adjourned by NAME at TIME