09-30-26 Minutes (draft)

UVLists.org Meeting

Sept. 30, 2026  2pm via Zoom

Present:

Directors: Kevin Perron, Edward (Ted) Mortimer, Miranda Clemson

Also present: Stan Williams, Benjamin Brickner, Kurth Bemis, Kerry Claffey

Kevin Perron chaired the meeting, Miranda Clemson recorded minutes

A quorum was present. No director objected to holding the meeting, and the meeting came to order.

Officers were elected: Kevin (President), Miranda (Secretary), Ted and Kerry (Co-Treasurers); Vice President position left vacant pending a volunteer.

The Organizational Resolutions and Bylaws were discussed:

·      The UVLists.org annual meeting will be held on or before January 31, 2027.

·      Fiscal year: July–June.

·      Banking institution: Mascoma Bank selected; authorized signers are Kevin, Ted, and Kerry; dual-signature threshold set at $2,500.

·      Budget approved for FY2026–2027 as initial draft, subject to revision as actuals emerge.

Each director acknowledged receipt of Article 8 of the Bylaws.

Miranda moved to approve and ratify the Bylaws. The vote was unanimous and the Bylaws were approved.

Miranda moved to approve and ratify the Organizational Resolutions. The vote was unanimous and the Organizational Resolutions were approved.

Each director was asked about any relationship with Vital Communities. No director disclosed a financial interest in the Transition Agreement. Each director acknowledged Section 12 (non-disparagement) of the Transition Agreement.

Ted moved, Miranda seconded to approve the Transition Agreement with Vital Communities. The vote was unanimous. The Transition Agreement was approved. Kevin is authorized to sign and seek up to a 30-day extension if needed.

The resolutions as adopted, and the approved budget, are attached to these minutes.

Action Items

·       Kerry: Apply for EIN (nearly instantaneous; social security number required — do not email it).

·       Ben: Send signature pages to Miranda and Kevin for organizational resolutions and transition agreement.

·       Kevin: Execute and deliver transition agreement to Vital Communities; serve as primary external contact for all media and public inquiries.

·       Ted: Finalize insurance quotes; binding quote expected within 14 days.

·       Miranda: Prepare signed meeting minutes for Mascoma Bank account opening.

·       Kurth: Build transition webpage with whitelisting instructions (target: next week).

·       Executive committee: Review and finalize press release by Monday; release to coincide with subscriber notification, not agreement signing.

·       All: Press release and subscriber email targeted for next week (Monday–Tuesday).

The meeting was adjourned at 3:06 PM.