February Board Meeting Minutes

February Board Meeting Minutes

Winchester Royals Board Meeting Tuesday, February 14, 2023 – 6:30 PM Henkel Hall, Shenandoah University

Board Members in Attendance: Nate Crandell, Kaylie Potter, Mitch Rode, Chantal Aeschbach Powell, Joseph Powell, Scott Jenkins, Trae Vickers, Joe Harman, Rob Sikora

Guests in Attendance: Wyatt Potter, Lia Poole

Mitch Rode called meeting to order at 6:36 PM and welcomed everyone.

First item on the agenda is to review previous meeting minutes. The Board agrees that Joseph Powell’s name should show as “Joseph” throughout meeting minutes to avoid confusion. Nate Crandell motions to approve minutes with amending Joseph Powell’s name to show “Joseph” throughout meeting minutes. All in favor, motion carries.

Treasurer’s Report

Meghan Ford could not be here tonight, but shared her report prior to meeting. Nate explains his and Meghan’s conversations mentioned in her report. They are looking into having our credit limit with Bank of Clarke County raised – Nate says Bank of Clarke County wants to support the Winchester Royals.

The Board discusses the benefits of Bank of Clarke County as well as questions if it would be beneficial to look at other institutions such as Navy Federal Credit Union for banking and a line of credit. One thought is that our other accounts are already with Bank of Clarke County and it may make more sense to keep all accounts there, but Joe Harman offers to speak with Navy Federal Credit Union too. The Board also discusses if it makes more sense to have one account rather than a “general account” and a “concessions account” – Meghan thought taxes may have been a reason for separate accounts. Nate suggests establishing a line of credit with Bank of Clarke County and condensing to one account with the utilization of QuickBooks to reconcile everything.

Mitch gathers that we will check into several offerings, but seem to be leaning to Bank of Clarke County with the goals of consolidating to one account and obtaining a higher line of credit. He will talk to Meghan for her perspective as well. Nate reminds that Bank of Clarke County is not asking for one sole person to be a co-signor/responsible party, but other institutions might.

Mitch met with Parks & Rec and learned that we have an outstanding bill of $300, he’s thinking this can be attributed to camps. Trae Vickers shares the thought that part of this outstanding bill could be from the host family picnic two years back.

Coach’s Update

Coach Smith is not here, Scott Jenkins has the update – not too much has changed. Some players have dropped for various reasons, but we still have 37 contracts in.

Mitch welcomes any questions, there are none.

Old Business

Ad Hoc Committees:

By-Laws: Joe thanks everyone and shares that the By-Laws Committee met again and used conversation from November to revise the updated proposed By-laws. Joe begins reviewing updates for proposed By-Laws.

Article I, Section I (Name)

Discussion pursued as to whether we are “Inc.”, Joe explains that 501(c)(3) organizations are “Incorporated” and that this is the By-Law Committee’s final proposal. They’d like to accept these proposed By-Laws as written and accept necessary amendments subsequent.

Article II, Section 5 (Removal of Directors)

Nate feels there should be some type of standard to be referred back to. Joe ensures that the Letter of Commitment mentioned in Section 2.3 can be more specific, as the By-Laws Committee did not feel comfortable putting guard rails up. Joe welcomes fro a clause to be added to the By-Lawes. Mitch agrees that the place to be more specific as to the expectations of board members is the Code of Conduct and Conflict of Interest statements. The Board agrees that our By-Laws will be available to public with attachments for Code of Conduct and Conflict of Interest.

Chantal shares here that there are two Winchester Royals names under the State Corporation Commission – “The Winchester Royals, Inc.” is active and the other is inactive.

Article IV, Section 6 (Annual Meeting)

Nate still feels an October date for the annual meeting go the Board of Directors would be more effective. Thoughts were shared that we could move to October and move 60 days to a lesser number.

Article VI (Financial Planning and Reporting), Section 1

Joe further explained that the approved budget in January is to be a guideline or plan and can be changed/adjusted as needed. Policies and Procedures can be more specific in regards to the budget.

Article IX (Amendments)

Discussion pursued regarding what happens if there’s a scarce number of Board Members present if and when an amendment is proposed to ensure understanding of wording in proposed By-Laws.

Joe moves that we adopt the proposed By-Laws as presented, Nate seconds, further discussion commences.

Mitch recommends a change of wording in Article II, Section 2.1 (Nominations) to “…present it’s recommended slate of Directors,…” – Joseph Powell motions that “…present its slate of recommended Directors,…” is changed to “…present it’s recommended slate of Directors,…”, Nate seconds, no further discussions, all in favor, motion passes.

In regards to Article IV, Section 6 (Annual Meeting), Mitch feels the Annual Meeting should be in October with the date to be announced no less than 30 days days prior. Nate makes a motion to change the date of the Annual Meeting to “October” and “the date of the Annual Meeting shall be announced by the President or Secretary no less that 45 days prior”, Trae seconds, no further discussion, all in favor, Joe opposed, motion passes.

Mitch recommends that the first paragraph of Article IX (Amendments) should read “…presented to the Board of Directors at a regularly scheduled meeting by any Director.”Nate motions Mitch’s suggested change, all in favor, motion passes.

Nate motions to add verbiage to the third paragraph of Article IX (Amendments) to read “…provided sixty percent (60%) of Directors present cast a vote, either in person or by proxy submitted to the Secretary prior to the meeting”, Rob Sikora seconds, no further discussion, all in favor, motion passes.

Nate makes a motion to accept the proposed By-Laws as written and with newly adopted amendments, Rob seconds, no further discussion, all in favor, motion passes.

Policies and Procedures: Nate reviews changes that have been made since November.

2. Board of Directors

Mitch feels it’s hard to have an ad-hoc Nominations Committee AND a Nominations Form. Joe reminds that the By-Laws require a standing Nominations Committee – the Nominations Form at the bottom of the first page of the updated proposed Policies and Procedures could remain with dates added. Nate will add the Nominations Committee as a standing committee on Policies ad Procedures. Mitch suggests to have the Nominations Committee as a standing committee on Policies and Procedures with the By-Laws explaining duties, and leave blank spaces blank on the Nominations Form for the time being. Nate will remove the Nominations verbiage from “Operations”

3. Committees

Nate thinks the Treasurer should chair the Finance Committee, but other committees should have appointed chairs.

Mitch mentions that description of Executive Committee (2. Board of Directors) does not include the At-Large Member – Nate will add this. Nate will also change verbiage of Summer Camps (6. Business) to be “…employed, and run by the Head Coach” instead of “…employed, and ran by the Head Coach.”

Nate asks what the duties listed under Nominations Committee should be. Mitch suggests to paraphrase the By-Laws and Joe suggests that as a standing committee, the Nominations Committee can be on the lookout throughout the year for potential nominees, creating the process, etc.

Mitch recommends having Nate make the little changes and tabling a final decision on the updated proposed Policies and Procedures until next meeting or Nate making changes and then share out in an email for Board Approval.

5. General Manager/Coaching/Athletic Trainer

Rob and Scott mention items in Head Coach, Assistant Coaching, and Athletic Trainer sections that are not applicable or do not exist. Discussion entails how to word a clause to encompass coaches working together to adhere to rules and regulations by VBL and NCAA. Mitch asks Rob and Scott to come up with a clause that blends necessary bullet points under “Assistant Coaching” and share this with Nate – last bullet point in this section should also be “Head Coach” instead of “General Manager.” Nate will amend with noted changes and will be share to the Board via email. Mitch thanks Nate.

Transportation: Joe says it’s not looking good. Varsity Travel wanted $30,000 and another company wanted $40,000. VA Rides is out – the bus used previously was too small and they cannot help us. Wyatt suggests Academy and Joe says they turned down last year, but will welcome any contact anyone has. Joe made a connection with A Goff – this company is working on proposals for other teams in our leagues too. Thoughts shared on how to make a deal with Varsity (examples: game sponsorship(s), trades)

Housing: Trae shared that the Housing Committee has met, forms have been changed, and they are online. They’re actively reaching out to host families from last year – there are concerns voiced regarding a particular host family and discussion involved as to whether this host family should be given an opportunity with set guidelines this time. The Housing Committee is pulling together an informational session for host families to discuss expectations of both host families and players. Feedback from players was that they want to be treated like adults and they would like to see their host families at the games. Mitch asked if we are thinking about initially limiting how many players can be in one household – Chantal reminds that the Host Family Letter created by the Housing Committee is specifically stating that each player must have a private bedroom.

Mitch will plan to have host family picnic at his house and will let Jeannie Shiley know that we are going another route with the host family picnic this year. Scott reminded of the family picnic as well – the Housing Committee is working on that.

Sponsorships: Nate shares that two banners have been purchased. Scott has banner sponsors ready to complete paperwork. Chantal adds that we are just shy of $10,000 in sponsorships.

Marketing & Branding: Lia has been working on marketing players and Executive Committee – asks for bios and needs know if anyone on the Board needs a headshot. Nate wants to set up Library Days, Polka Dot Pot, Easily Created, and trying to get Chester back into Apple Blossom. Nate shares that we don’t have merchandise other than the hats that Coach Smith ordered. Scott suggests having a permanent/year-round online store that does the shipping for you – Rob will provide a contact with BSN that could potentially help with that.

President Update

League Meeting- The All Star Game will be June 25th and the VBL will be playing in the Showcase Game. Mitch shared at the League Meeting that no steel spikes are allowed on Kevin Anderson Field. The VBL is planning on having a stronger social media presence.

SU Contract- Mitch noticed we have no loud speaker usage during practice, but he and others are pretty sure we used the loud speaker during practice last year. Mitch will clarify with Amanda. Scott noted that what we’re allowed to use is written, but doesn’t include batting cages. Mitch will also clarify that we still have access to shed.

We are tabling discussion of utilizing the SVBR facility until next meeting.

Mitch thanks everyone for coming. Nate motions to adjourn, Joseph seconds.

Meeting adjourned by Mitch Rode (President) at 9:08 PM.

Next meeting will be on Tuesday, March 14th 2023 (second Tuesday of the month) in Henkel Hall.

Respectfully Submitted,

Kaylie Potter

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