Access Ready Strategic Social Purpose Corporation meeting minutes 04-30-2019

Access Ready Strategic Social Purpose Corporation
Board of Directors corporate organizational meeting minutes

Date, 04-30-2019
Time, 7 pm EST
Place?
Meeting by Conference call? yes
Access Ready Call Bridge
Sponsored by VOTEC Corporation

List of attachments
1. Proposed By-laws
2–8 proposed contracts

Meeting called to order by Doug Towne at: 19:02 PM
In attendance
Elizabeth Campbell Yes,
Gust Dean Doulou Yes,
David Mickey Ellis Yes,
Debra Roberts-Bellanti Yes,
Corey Saur Yes,
Mariano Tan Yes,
Doug Towne yes,
Carol Westlake Yes,

Special Motion to appoint Doug Towne temporary Chair and to accept the appointment of the following as members of the Board pursuant to a direction by the Board of Directors of Access Ready Inc the parent company and owner of Access Ready Strategic Social Purpose Corporation.

Elizabeth Campbell
Gust Dean Doulou
Debra Roberts-Bellanti
Mariano Tan
Carol Westlake

Motion by Dean Doulou
Seconded by Mariano Tan
Discussion

None
Call the question

Elizabeth Campbell Yes,
Gust Dean Doulou Yes,
Debra Roberts-Bellanti Yes,
Mariano Tan Yes,
Carol Westlake Yes,
Motion Passed,

** Discussion Agenda
1. The Chair will entertain a motion to adopt the proposed bylaws
Motion by carol Westlake
Seconded by dean Doulou
Discussion

Gust Dean Doulou “Looks to be standard.”
David Mickey Ellis “Nothing unusual.”
Mariano Tan “I agree nothing unusual.”

Doug Towne “These were advised by council. The only thing I added was the requirements related to the percentage of board members that must represent the parent company.”

Call the question
Elizabeth Campbell Yes,
Gust Dean Doulou Yes,
Debra Roberts-Bellanti Yes,
Mariano Tan Yes,
Carol Westlake Yes,
Motion Passed,

2. The Chair will entertain a motion to appoint the Proposed Officers
Douglas G. Towne Chair-CEO
Corey R. Saur Corporate Secretary Chief Communications Officer
David M. Ellis Treasurer and Chief Financial Officer
All non-voting positions

Motion by Elizabeth Campbell
Seconded by Debra Bellanti
Discussion

Doug Towne “If anyone else is interested in these positions please speak up.” General laughter
Call the question

Elizabeth Campbell Yes,
Gust Dean Doulou Yes,
Debra Roberts-Bellanti Yes,
Mariano Tan Yes,
Carol Westlake Yes,
Motion Passed,

3. The Chair-CEO requests the proposed contracts be approved for services by:
2. INDEPENDENT Contractor AGREEMENT – Christopher Gabbard
3. INDEPENDENT Contractor AGREEMENT – Cynthia Hawkins
4. INDEPENDENT Contractor AGREEMENT – David Mickey Ellis
5. INDEPENDENT Contractor AGREEMENT – Digital Lightbridge LLC
6. INDEPENDENT Contractor AGREEMENT – Elizabeth Campbell
7. INDEPENDENT Contractor AGREEMENT – Zachary Abel – Socially Funded LLC
8. INDEPENDENT Contractor AGREEMENT – The Oswegatchie Company – Douglas Towne

Motion by Dean Doulou
Seconded by Mariano Tan
Discussion
Gust Dean Doulou “I have reviewed them, and they are quite normal and within reason.”

Mariano Tan “They look right to me.”
Doug Towne “These are basically the same contracts that were reviewed and approved by the Parent Board of Directors which have been withdrawn. You should take note that none of these contracts require payment by the parent nonprofit. All the funds raised by the nonprofit will go to education and advocacy. We all get paid through Access Ready Strategic.”
Carol Westlake “Just to be clear there will be a motion by the other board to with draw those other contracts formally at some point?” Doug “Yes along with several other motions that are now inappropriate in our new structure.”

Call the Question,

Elizabeth Campbell Yes,
Gust Dean Doulou Yes,
Debra Roberts-Bellanti Yes,
Mariano Tan Yes,
Carol Westlake Yes,
Motion passed,

4. The Chair-CEO requests that the Board approve the execution of the necessary documentation and the opening of a checking and savings account with Bank of America and further to execute signature cards with the Chair-CEO, Vice-Chair, and Treasurer-CFO as signers.
Motion by Elizabeth Campbell
Seconded by Debra Bellanti
Discussion

Doug Towne “I took the liberty to begin this process yesterday because it takes a while to get it all in place, so you are actually validating my actions taken at this point. I do want to ask if Mickey has any issues with both Access Ready and Access Ready Strategic using the same bank?” Mickey, “no it should not be an issue.” Doug, “And do you have any issue managing both sets of books at this point?” Mickey, “No.”

Call the question,

Elizabeth Campbell Yes,
Gust Dean Doulou Yes,
Debra Roberts-Bellanti Yes,
Mariano Tan Yes,
Carol Westlake Yes,

Motion passed,

5. The Chair-CEO Requests that Gust Dean Doulou be appointed as Vice-Chair of the Board of Directors
Motion by Elizabeth Campbell
Seconded by Mariano Tan
Discussion

Doug Towne “I make this recommendation because of location and convenience. Dean is the Vice-Chair of Access Ready and living here he is able to easily be a signer on the bank accounts in my absents. I have known him for over 30 years and trust his advice.”

Call the question,

Elizabeth Campbell Yes,
Gust Dean Doulou Abstention,
Debra Roberts-Bellanti Yes,
Mariano Tan Yes,
Carol Westlake Yes,
Motion passed,

6. The Chair-CEO requests that
A. the Board approve the attached brand as the official brand of Access Ready Strategic Social Purpose Corporation. (ARS)
B. That accessreadystrategic.com be created as the official website of ARS
C. That the fictitious name Access Ready Strategic be filed with the state of Florida
D. The creation of Access Ready People our online Magazine revenue center
This is the online magazine that will tell the story of how inaccessible and accessible IT impacts people through advertiser funded stories
E. Access Ready Learning our online educational platform revenue center
This is where all our online educational courses provided by vendors will be managed and marketed through
F. Access Ready Consulting revenue center
This is where all internal and external expert consulting will be managed and marketed through
G. Access Ready Campaigns revenue center
This is where all campaigns like Strategy One will be managed and marketed through
Motion by Debra Bellanti
Seconded by Elizabeth Campbell
Discussion

Debra Roberts-Bellanti “It is clean and professional.”
Doug Towne “I am still waiting for the attorney to give me an answer to whether we can use the same brand for both organizations or not.”

Call the question

Elizabeth Campbell Yes,
Gust Dean Doulou Yes,
Debra Roberts-Bellanti Yes,
Mariano Tan Yes,
Carol Westlake Yes,
Motion Passed,

** General discussion
None
** Next meeting Date and time?
The third Wednesday of the third month of the next quarter at 7 PM EST
Wednesday June 19th, 2019 at 7 PM EST by conference call.
Discussion
None

*** Adjournment
Motion to adjourn by Elizabeth Campbell
Seconded by Mariano Tan
Discussion
None
All In favor
All apposed
Motion was unanimous
Meeting was adjourned at 19:29