5 50TH VAST Annual Meeting Minutes Cont. Sheila Fenoff Willette – Financial Manager Cyndy Carrier Brown – Programs Manager DELEGATE COUNT Jim Hill, Secretary, read the Tally of Voting Delegates for each county, as follows: Addison (8); Bennington (4); Caledonia (27); Chittenden (13); Essex (15); Franklin (12); Grand Isle (3); Lamoille (16); Orange (13); Orleans (17); Rutland (16); Washington (14); Windham (4); Windsor (27). MEETING AGENDA Larry Dwyer moved to approve the agenda for the annual meeting; Ed Hebebrand seconded, motion passed. ANNUAL MEETING MINUTES FROM SEPTEMBER 20, 2016 Dennis Lemire moved to approve the annual meeting minutes from 2016, Lewis Barnes seconded, motion passed. PRESIDENT’S REPORT Curt Marechaux moved to approve the President’s Report as presented, Lewis Barnes seconded, motion passed.. EXECUTIVE DIRECTOR’S REPORT Pat Poulin moved to approve the Executive Director’s report as presented, Dick Jewett seconded, motion passed. VAST COMMITTEE REPORTS Bonnie Holbrook moved to approve the VAST Committee Reports as presented, Curt Marechaux seconded, motion passed. TRAIL ADMINISTRATOR’S REPORT Stan Choiniere moved to approve the Trail Administrator’s report as presented, Larry Dwyer seconded, motion passed. PETITIONED BYLAW PROPOSAL Jeff Fay, Chairman of the Policy and ByLaws Committee, reviewed the following proposed bylaws addition in response to concerns expressed by our legal counsel and our auditing firm, based on the amount of money VAST is distributing to clubs statewide annually. Policy will be established if the bylaw is adopted to detail the audit process and requirements. It is expected that a number of random audits will be conducted on an annual basis; however, specific audits may be warranted under special circumstances. Article II – Organization – Section 5 – Right to Audit All Clubs shall establish and maintain a reasonable accounting system that enables VAST to readily identify a Club’s assets, expenses, costs of goods, and use of funds. VAST and its authorized representatives shall have the right to audit, to examine, and to make copies of or extracts from all financial and related records (in whatever form they may be kept, whether written, electronic, or other). Such records shall include, but not be limited to, accounting records; written policies and procedures; all paid vouchers, including those for out-of-pocket expenses; other reimbursement supported by invoices; ledgers; cancelled checks; deposit slips; bank statements; journals and supporting documentation; insurance documents; payroll documents; timesheets. The Club shall at any time requested by VAST, at Club’s own expense make such records available for inspection and audit (including copies and extracts of records as required) by VAST. Such records shall be made available to VAST during normal business hours subject to a three-business-day written notice/without prior notice. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by VAST. If the audit identifies substantive findings related to fraud, misrepresentation, or non-performance, VAST may recoup the costs of the audit work from the Club. Any adjustments and/or payments that must be made as a result of any such audit or inspection of the Club’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 days) from presentation of findings to Club. Mark Reaves moved to approve the proposed bylaw addition, a member seconded, motion passed. A member from West Windsor – In the section under costs, I think there is an error. I think the word non-performance should be changed to non-compliance, which is more appropriate in this circumstance. Tim Mills – Yes, I think that is correct.