EPSILON BETA OF ALPHA TAU OMEGA
BUILDING COMPANY
 
 

Minutes of the Annual Meeting of the Membership on October 25, 2008:

 

The Annual General Membership Meeting of the Epsilon Beta of Alpha Tau Omega Building Company (an Arizona nonprofit corporation), at the University of Arizona was called to order at 4:46 p.m. on Saturday, October 25, 2008. The meeting was held at an RV located on the mall NE of McKale Center on the campus of the University of Arizona. Approximately 30 members were present. Board President Rick Rupkey presided. He noted the presence of a quorum.

Treasurer Eller reported that there is $428.87 in the Operating account, $3,012.52 in the Savings Account and $971.11 in the Alumni account. He also reported that as October 4th, 2008, there was $297,281.00 in the investment account. Eller reported that as of Oct. 25 that there was approximately $275,000 dollars in the investment account. He did not have the exact figures at the time of the meeting.

Brother Bill Malcomb confirmed the approximate numbers that Treasurer Eller had given.

Secretary Richardson placed the following names in nomination for membership for 2007-2008 on the Building Company Board of Directors: Rick Rupkey, Sr., Dwight Eller, Bill Malcomb, Anthony Marrs, Robert Ruikka, Tom Sanders, David Alspach, Lee Esch, Rusty Buss, Lee Cox, Jay Richardson and Vern Myers. After some discussion the names of Whip Manning and Jim Blair were added on a motion by Brother Bill Malcomb and seconded by Lee Smith. On a motion by Dave Alspach and seconded by Lee Smith nominations were closed and the Board was elected unanimously.

Under Expansion Report, President Rupkey briefed the Membership on a new direction for Epsilon Beta. While the goal is still to return to campus at some future point, Rupkey reported reluctance by the board to pursue attempting to come in under the banner or name of another fraternal organization. In addition, an over-riding concern was the protection of assets in the short term given the reluctance of ATO national to approve re-colonization at this time and what is perceived by the Board and membership as being well into the future, if at all. With that background, President Rupkey turned the time over to Tom Sanders to report on the work that he had been doing about changing tax status of the corporation. What follows is the written text Sanders provided to the Board on October 4, 2008.:

"Pro Bono attorney Steve Russo and I just spoke at length on the phone.  He has revisited our file to pick up the thread of our discussions about our legal status vis-à-vis the IRS and ATO National, and what, in his view, would be the “safest harbor” for us—and our money—in the future. Attorney Russo stated that we have three options:

  1. Remain as we are, a 501(c)(2) organization.  By the particulars of that designation, we were organized to support the Epsilon Beta Chapter House and any income earned was to be used in support of EB; as we are all painfully aware, however, EB as an active chapter no longer exists, and the chapter house has been converted from a realty asset to personal-property assets (securities, bonds, cash, etc.).  As we now exist, we can make donations to recognized charities; we are also subject to IRS scrutiny.

 

  1. Convert to 501(c)(3) status.  This conversion would completely immunize us from anyone aimed at claiming our assets.  We could make donations to recognized charities; in fact, we would have to make contributions—a 5% rolling obligation of our net income for that year—in order to maintain this status.  But, that’s not a bad thing, because all along we’ve contemplated doing good works with our resources.  If in the future, ATO National allows EB to re-colonize, if we so desired we could simply revert to 501(c)(2) status.
  1. Liquidate.  That would entail legally dissolving the corporation and distributing its assets, preferably through philanthropic means.  During our discussions at the last meeting, as I recall, we rejected this option because of its irreversible finality.

Attorney Russo's recommendation that Option 2.—conversion to 501(c)(3) status—is our best option, because it will provide us the greatest protection while still affording us flexibility."

After discussion about the ramifications of this move, an advisory motion was sought by President Rupkey to continue in pursuit of changing the tax status of the corporation. Bill Malcomb so moved and was seconded by Lee Olson. It passed unanimously.

Under New Business, Secretary Jay Richardson stated his desire to produce a newsletter two or three times a year to keep the brothers in contact to be entitled the Tau Times. His desire is that it would include pictures and news of achievements, advancements and other information related to Epsilon Beta. To this end, he requested any news or information about fellow Taus from Epsilon Beta.

The members expressed their appreciation to Brothers Alspach, Buss, Richardson, Rupkey and Sanders for their assistance in providing the arrangements for the RV, tailgating permit and food arrangements for the weekend..

Being no further business, on a motion by Brother Stonecipher and second by Brother Al Coplen, the meeting adjourned at 5:24 p.m.

These minutes were approved by the Board of Directors at its Regular Meeting:__November 22, 2008_______________.

E. Jay Richardson/Secretary of the Board