# 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<span style="color: black;"> position left vacant pending a volunteer.</span>

**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<span style="color: black;">–2027 as initial draft, subject to revision as actuals emerge.</span>

<span style="color: black;"> </span>

**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:**<span style="color: black;"> Apply for EIN (nearly instantaneous; social security number required — do not email it).</span>

· **Ben:**<span style="color: black;"> Send signature pages to Miranda and Kevin for organizational resolutions and transition agreement.</span>

· **Kevin:**<span style="color: black;"> Execute and deliver transition agreement to Vital Communities; serve as primary external contact for all media and public inquiries.</span>

· **Ted:**<span style="color: black;"> Finalize insurance quotes; binding quote expected within </span>**14 days**<span style="color: black;">.</span>

· **Miranda:**<span style="color: black;"> Prepare signed meeting minutes for Mascoma Bank account opening.</span>

· **Kurth:**<span style="color: black;"> Build transition webpage with whitelisting instructions (target: next week).</span>

· **Executive committee:**<span style="color: black;"> Review and finalize press release by </span>**Monday**<span style="color: black;">; release to coincide with subscriber notification, not agreement signing.</span>

· **All:**<span style="color: black;"> Press release and subscriber email targeted for </span>**next week (Monday–Tuesday)**<span style="color: black;">.</span>

<span style="color: black;"> </span>

<span style="color: black;">The meeting was adjourned at 3:06 PM.</span>