Minutes of the Regular Meeting of the Board
November 22, 2008

Attending:

Rick Rupkey, President; E. Jay Richardson, Secretary; Dwight Eller, Treasurer; Bob Ruikka, Member; Tony Marrs, Member; David Alspach, Member;Tom Sanders, Member; Lee Esch, Member; Whip Manning, Member;and Larry Adamson, by invitation.

President Rupkey, noting the presence of a quorum, called the meeting to order at 11:08 a.m. The meeting was held in the Conference Room of Sam Hughes Place, Tucson, Arizona.

On a motion by Member Sanders and a second by Treasurer Eller, the minutes of the Special Board meeting of October 4, 2008 and the minutes of the General Membership meeting held in conjunction with Homecoming on October 25, 2008 as posted on the website were unanimously approved.

Treasurer Eller reported that there is $416.37 in the Operating account, $,2012.72 in the Savings Account and $1,323.05 in the Alumni account. He also reported that as of November 22,2008, there was $199,407.00 in the investment account. Eller commented on the volatile nature of the market at present.

The Board engaged in a discussion of 2008 Homecoming. Member Sanders reported on the Homecoming festivities and expressed appreciation to all those involved in making it a success. The Board discussed continuing the practice of tailgating as part of the Epsilon Beta Homecoming festivities.

Member Sanders reported on his discussions with Steve Russo, an attorney who deals with charitable entities and the discussion that had occurred during the General Membership meeting. Larry Adamson was invited to speak on the nature of the change to 501(c)3. He gave a brief history of the classification of 501 (c) beginning in 1916 with the specific classification of 501(c)2, which was developed to allow real estate holding companies charitable status. This was an important for clarification as the Epsilon Beta of Alpha Tau Omega Building Company was started for the purpose of holding money from real estate transactions involving the chapter house with the purpose of eventually re-chartering on the University of Arizona campus and thus providing the impetus for the purchasing of a new house or lodge. At the Special Meeting of the Board on October 4, 2008, the board unanimously decided to move forward in changing from a 501(c)2 to a 501 (c)3 to protect assets and also to acknowledge that in the near future that Epsilon Beta will not be returning to the University of Arizona. On a motion by Member Esch and seconded by Member Alspach, Member Sanders was authorized to move forward formally to create this change by consulting with Attorney Russo and beginning the process of filing the paperwork. After some discussion, Member Esch offered an amendment to the motion that would allow Member Sanders to move forward formally to the extent that counsel says that we can make this proposed change in our existing bylaws. In addition, Member Sanders would be granted permission to propose and draft amended bylaws and all other paperwork necessary to make this change pursuant to the appropriate signatures being obtained from President Rupkey and Secretary Richardson. The motion thus amended passed unanimously. A brief discussion ensued about a change in nomenclature appropriate for the change in status. President Rupkey stressed the importance of obtaining Errors and Omissions insurance for the Board to protect the Board. Member Alspach volunteered to contact several insurance agents to obtain information by the next Special Meeting of the Board.

Seeing the absence of key Board members involved in the discussion of Philanthropy projects, President Rupkey tabled any discussion to a future meeting

President Rupkey opened nominations for officers. After some discussion, Member Esch proposed that the current officers retain their positions for another term. This was seconded by Member Manning, and without objection from the current officers, the motion passed unanimously.

The Board tentatively scheduled its Regular meeting for Saturday, April 4, 2009, at 11:00 a.m. at Sam Hughes Place

There was no old business nor new business to discuss.

Following the Good of the Order, on a motion by Member Marrs and a second by Member Sanders, the meeting was adjourned at 12:44 p.m.

These minutes were approved at a special meeting of the EB Board on ___April 4, 2009__________________.

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Signed:

E. Jay Richardson
Secretary