Arlington Youth Sports
Board of Directors Special Meeting Minutes
July 1, 2022, 6:30 p.m.
Two Rivers Bank Complex
Call to Order Vice President Jeff Staats called the meeting to order at 6:37 pm.
Board members Jeff Staats, Ben Nissen, and Erin Reed were present.
Approval of Minutes Jeff stated that the minutes from the last meeting were sent out via e-mail and were approved.
Approval of Agenda Jeff stated that commissioners’ reports would follow elections. Erin moved to approve the amended agenda and Ben seconded.
Treasurer’s Report Erin stated that Kori Jensen sent her report to the board via e-mail prior to the meeting. Kori’s prepared documents were provided to the board and all commissioners as well as anyone else interested. Erin stated to direct all questions to Kori.
Erin read Kori’s treasurer’s report. Erin read Kori’s letter of resignation per Kori’s request. Erin read Josh Wilmott’s letter of resignation. Erin read Mike Monke’s letter to the board. Erin read the synopsis of events leading up to the election to explain why elections were being held at this special meeting:
BOD of AYS serve 2-year terms under the bylaws of the organization. In 2022, three terms were open for election with two members set to begin the final year of their term. Notification was sent at least three times in January of open board positions including those on the BOD. Notification was sent via email to members and posted to the organization’s Facebook page. The three incumbent board members expressed willingness to continue to serve, and eventually two other individuals expressed interest as well. No additional individuals expressed a desire to serve on the board at that time. Also at this time, the current board president, Mike Monke, expressed his desire to resign from the BOD. The treasurer, Amber Hansen, expressed her desire to resign as well. This situation opened up the final year of both Amber & Mike's term after their resignation. Mike consulted with the two new individuals who expressed interest in running for the board and they both expressed willingness to finish the terms that would be vacated through the two resignations. That left three individuals seeking the three 2-year terms. Since there were only three individuals running for three positions, no formal vote was taken. This is the same procedure that has been utilized in prior years, with a formal vote only taking place when the number of candidates exceeded the number of open positions (once in the last ten years). Since only five individuals expressed a desire to serve during the nomination timeframe, this process resulted in all five interested individuals serving as the BOD of the organization. On April 27, 2022, Phil Lang expressed a concern related to the election process, wanting corrective action to be taken on the three members serving new terms without a formal vote. In response to this concern, the BOD first reached out to past AYS Board members to clarify the previous process. In an effort to resolve this issue and ensure compliance with the AYS Bylaws, the BOD engaged legal counsel. Based on this engagement and advice received from legal counsel, the BOD decided to schedule a meeting of the membership, seek nominations, and have a vote for all five BOD positions (two 6-month terms and two 18-month terms). At the expiration of each term, new elections will be held in accordance to the bylaws of the organization. Legal counsel also advised that all actions of the current board are valid. They also recommended that following elections, the organization conduct a complete review of the organization’s bylaws to make sure they’re updated to reflect the current status and operation of the organization. Also, the bylaws should be cleaned up and clarified in order to prevent confusion in the future and provide better guidance.
The board took questions.
Phil Lang shared his concerns and reasons for his requests. He voiced that his main concern is that a board member is affiliated with another organization, which he sees as a conflict of interest. He said he mentioned his concern to Mike Monke last fall and believes Mike pacified him with the fact that elections were coming up. He said Mike then resigned. He shared that he then had concerns with the communication on meeting information of the Board of Directors as positions on the board were advertised, nominations were taken, and positions were filled. He said that he then came to the Board of Directors stating that the voting process used for this election did not comply with the organization’s bylaws and suggested an election for the three members beginning their 2-year term. He said he did not ask or want the Board to contact lawyers. Erin explained that a decision from legal counsel would prevent any further questioning of the process used and in turn the legitimacy of the board. Phil said he then had concerns with the lack of meeting information and communication since that time. Erin explained that the Board did not meet while they waited to hear back from legal counsel on how to proceed. Phil added that he didn’t have any specific concerns with any actions of the individual he was concerned about and didn’t want to point fingers but still felt there was a conflict of interest.
Jared Franzluebbers asked that people respect the Board of Directors and their decisions and keep an open mind to new ideas and opportunities.
Erin stated that she would not be running for the Board of Directors again. She asked that people remember that these positions are volunteer, board members have jobs and families, and holding a board position is time consuming. She shared her experience with her former and current board members, speaking to their strong character, good ideas, and ethical practices and stating that she never saw any board member act unethically but only in the best interest of the organization with the most recent board having strong ideas they had hoped to work on during their term. She stated that an assistant treasurer and assistant secretary had recently been appointed, both of which no longer have a desire to fill these positions. She stated that, had any board member noticed anything unethical happening, she believes the other board members would have taken action to stop it. She expressed that she wished the concern of a conflict of interest had been brought to the board to begin with to be handled in a better way as this process is not best for the organization with the potential of five new board members with no one to transition them. She explained that the current practice of holding the annual meeting in January and voting at that time stems back to the days when the organization had only baseball and softball and all parents were required to attend the meeting to register their children. She stressed the need to update bylaws for this and many other reasons. She also stated that the previous board members would be happy to assist the new board in any way they could for the good of the organization and its youth.
There was some discussion on potential bylaw changes to be discussed by the new board. These included holding a meeting on the same day at the same time every month, excusing board members from the $200 volunteer deposit check, and not allowing commissioners to serve on the Board of Directors, abstaining from voting on an issue if there is a conflict of interest, etc. There was discussion on the growth of the organization and what this may mean for the size and responsibilities of the BOD. These items will be discussed by the new board.
Phil then offered to resign if the board felt it would be best for the organization.
Election of Board of Directors Prior to elections and voting, Jeff read Article 2 Section 1 on MEMBERSHIP QUALIFICATIONS from the organization’s bylaws: A member of this corporation shall be an adult of legal age whose child is a participant in the activities (sporting or otherwise) of the corporation or other adult of legal age interested in the activities (sporting or otherwise) of the corporation. Carrie Rehder asked if anyone felt there was a conflict of interest for any individuals in the room prior to nominations as there had been a brief discussion on commissioners serving on the Board of Directors as well. It was determined that at this point the bylaws allow commissioners to serve on the BOD. Jeff then opened up nominations for the two 6-month terms. Nominees were asked to share some about themselves. Tracy Hoesing, Scott VonSeggren, and Matt Nelson nominated themselves.
Carrie Rehder asked if any potential nominees were interested in serving for the longer term as well as that may impact her vote. She asked the current board members if any would consider running again. Erin and Ben both said no and Jeff stated he would run for the longer term. Erin passed out ballots, checking that all voters considered themselves a member of the organization. Votes were cast and Jeff and Erin tallied them. Tracy and Matt are the new 6- month members. Jeff then opened up nominations for the three 18-month terms. Jake Lage, Jeff Staats, Mat Schaapveld, Scott VonSeggren, and Brandon Hasenauer nominated themselves. The same process was used with Ben and Erin tallying votes. Jake, Jeff, and Mat are the new 18-month members.
Election of Officers The new board members discussed the duties of each position, referring to the list of duties in the bylaws. It was stated that these duties also need to be updated. Erin shared suggestions for an assistant secretary’s potential duties, overseen by the Board of Directors, stressing the importance of this position for on-line pieces. Tracy Hoesing was voted in as secretary. Erin turned secretarial duties over to her at this time.
Minutes submitted by: Erin Reed – AYS Secretary Meeting Minutes of Arlington Youth Sports – Proprietary and Confidential
Arlington Youth Sports
Board of Director Special Meeting Minutes Continued
July 1, 2022 6:30 pm
Two Rivers Bank Complex
Secretary Duties handed over from Erin Reed to Tracy Hoesing
Meeting continued with newly elected board
New Board took over the meeting
In attendance were Jake Lage, Jeff Staats, Matt Nelson, Mat Schaapveld, Tracy Hoesing, Phil Lang, Shelly Staats, Cody Jess and Jared Franzluebbers
Election of Officers
Jake Lage – President elect
Jeff Staats – Vice President elect
Matt Nelson – Treasurer elect
Mat Schaapveld – Member at Large
Tracy Hoesing – Secretary
Set Monthly Meetings
The BOD decided to make a set date for monthly meetings. It will be the 4th Monday of each month. It will include the BOD, commissioners, complex and fundraiser committee’s.
Each quarterly meeting (January, April, July and October) will be open to the public. Public forum will be given 2-3 minutes. If they are needed more than 5 minutes, they will need to be on the agenda, the request must be submitted 7 days prior to the meeting. All sports boards will be requested to attend and give report.
Complex Wi-Fi is in and Jeff will pick up a router
Poker Run – August 28th at the Vets Club, Arlington, NE
July 11th, Two Rivers Bank Complex
Agenda – Treasures report
Fundraising deposit discussion
Does each sport need their own bylaws? The board will look at approving a general guideline
Discuss all sports and the election of their boards – possibly fall sports elect 1st quarter and
summer elect 3rd quarter
Look at combining boards of T-ball and Coach pitch
Jake Lage motioned to adjourn the meeting, it was second by Mat Schaapveld.
Meeting ended 10:10pm