River Valley Area Community Gardens, Inc.

Minutes of the Board of Directors for Thursday, March 24, 2016

Starting at 7:00 p.m., at the McVay/McCarville Residence
Directors:
Present:
i. Officers: Noah McVay (President), Rose Ellen Schneider (Secretary), Sheryl
McCarville (Treasurer)
ii. Directors at-Large: None
Absent:
i. Officers: None
ii. Directors at-Large: Blair Anderson, Doug Rouse
Quorum present?

Yes

Schneider made the motion to establish a quorum. McCarville seconded. Motion carried, with
those present votingfor the motion: two votes; against the motion: none; and abstaining:
one vote.
Proceedings:
Meeting called to order at 7:00 p.m. by McVay.
Being this was our first board meeting, there were not any minutes to approve.
Announcements.
1. Notification to the Board regarding approval of lease by Village of Spring Green.
McVay said that he had clarified the Village Boards concerns at their March 23 meeting about
certain issues such as the duration of the lease, restoration of the property if vacated, and rights
of the owners and gardeners. Board approved lease unanimously.
2. Update on 501 (c)(3) application for tax exemption status.
McVay has started paperwork on SS-4 form for application EIN Number. Once the SS-4 form is
approved, the 1236 application form for tax exemption under the Internal Revenue Code can be
submitted. Approval of the 1236 application could take up to 13 months. Thankfully, we have 27
months to apply for tax exemption. McVay said he would go more into the process at the
Executive Committee meeting.
3. Article for April newsletter of Upland Hills Health
McVay reported that he has been interviewed and had a picture taken for an article to go in the
April issue of the Upland Hills Health Newsletter.

Financial Report.
McCarville reported that the corporation has raised $100.00 from a Butter Braid sale held in
early February. $90.00 was received from sales and $10.00 from a donation. $35.00 was paid to
the Wisconsin Department of Financial Institutions to cover registering as a non-stock
corporation. There is a remaining balance of $65.00.
McCarville noted that another fundraiser is planned for a Culvers Share Night on Tuesday, May
17, from 5:00 to 9:00 p.m. 10% of Culvers sales will be returned to RVACG. If sales top
$3,000.00, Culvers will donate 15%.
The night was picked because there were three sporting events at the school that night.
Reminders will be published in the Coming Events column of the Home News and on Facebook
in early May.
McCarville indicated that she is looking for fundraising ideas for June or the summer. McVay
reminded the Board that gardener fees will generate income when they are received.
A friend suggested advertising at the Spring Green Farmers Market.
Spring Green Chamber of Commerce wants copies of the RVACG brochure for their office.
McCarville reported that she has been working with Spring Printing and indicated the brochure is
ready for final proof.
Thereafter, the Board discussed whom should make the final decision on brochure approval.
McVay made the motion that the Executive Committee make the final decision and approval on
the RVACG brochure at the committees next meeting. McCarville seconded the motion. Motion
carried, with those present votingfor the motion: two votes; against the motion: none; and
abstaining: one vote.
McVay made the motion to accept the Financial Report as presented by McCarville. Schneider
seconded. Motion carried, with those present votingfor the motion: two votes; against the
motion: none; and abstaining: one vote.
Old Business.
There was no old business.
New Business.
1. Review and discussion of the 2016 gardening contract.
McVay reported that the Spring Green Village Board wanted a copy of the contract between
gardeners and the RVACG within the lease. McVay explained each article of the gardening
contract to the Board. The contract will be co-signed by McVay and each gardener.
McVay made the motion to approve the gardening contract, or more formally, the Agreement
between River Valley Area Community Gardens, Inc. (RVACG), and Responsible Gardener(s)
Regarding Garden Use, Waiver of Liability, Release and Indemnification. Schneider seconded

the motion. Motion carried, with those present votingfor the motion: two votes; against the
motion: none; and abstaining: one vote.
2. Introduction and first reading of the Policy Handbook.
The Board reviewed the articles of the Handbook. Suggestions for changes were discussed and
recommendations made.
3. Discussion on the time frame for approving the Policy Handbook.
The time frame for approval of the Policy Handbook does not fit into the meeting schedule of the
Board of Directors. McVay made the motion to delegate the responsibility for the consideration
and approval of the 2nd and 3rd readings of the Policy Handbook to the Executive Committee.
Schneider seconded. Motion carried, with those present votingfor the motion: two votes;
against the motion: none; and abstaining: one vote.
Open Forum
1. Discussion to establish Rules of Procedure for all RVACG meetings.
McVay made the motion to use Roberts Rules of Order Newly Revised. Schneider seconded.
Motion carried, with those present votingfor the motion: two votes; against the motion:
none; and abstaining: one vote.
2. Consideration and approval to delegate Board powers unto Executive Committee for the
interim between the incumbent Board meeting and the next.
The directors present discussed the possible decisions which may need to be taken before the
next meeting. Therefore, McVay made the motion to delegate the authority of the Board of
Directors unto the Executive Committee for the purpose of action on any measures as the
Executive Committee shall judge necessary and expedient, until the Board reconvenes.
Schneider seconded. Motion carried, with those present votingfor the motion: two votes;
against the motion: none; and abstaining: one vote.
3. Future change of venue for Board meetings.
McCarville stated that she contacted the Spring Green Community Library to utilize its
Community Room for our open meetings of the Board of Directors. Schneider asked if Board
meetings are open to all gardeners. McVay indicated that they are.
4. Consideration and approval to allow President to determine date for next quarterly Board
meeting, in consultation with the many directors.
Not all directors were present to provide input on when to reconvene; the Board must convene at
some point in the second fiscal quarter, between April 1 and June 30. After some deliberation
amongst the present directors, McVay made a motion for the President to contact all directors
after the Board meeting, and from his conversations with the many directors, to settle a date for
the next quarterly Board meeting. McCarville seconded. Motion carried, with those present
votingfor the motion: two votes; against the motion: none; and abstaining: one vote.

Meeting adjourned at 9:15 p.m.

With no further business, McCarville made the motion to adjourn the Board of Directors until the
next quarterly meeting. Schneider seconded. Motion carried, with those present votingfor the
motion: two votes; against the motion: none; and abstaining: one vote.

Respectfully submitted,

Rose Ellen Schneider, Secretary