Online Zoom Meeting April 20 7:30, Thursday
To explore the creation of an on-going organization of community members to help manage and care for Mitchell-Scarlett Woods, the central 40 acres of the Scarlett-Mitchell Nature Area. This area contains the heart of the woods and the pond, which was dredged in 1982. It is owned by the Ann Arbor Public Schools and is no longer managed by Nature Area Preservation. Help us create a vision and a plan for going forward.
This month we are focusing on completing our Articles of Incorporation, applying for non-profit status, and deciding on officers. We need all the help we can get. You are welcome to participate.
For more information contact: Judy or Manfred Schmidt or phone: 734-971-5763
Agenda
Approval of Minutes of Meeting #11 – Mar 16, 2023
Brief Announcements: Spring Unfolding Activities, Wood Chips, Garlic Mustard, Bio-Blitz Meme
Old Business
1. FSMW Articles of Incorporation – Motion: It is so moved that the Friends of Scarlett-Mitchell Woods shall approve the articles of Incorporation application enabling the group to officially operate under the auspices of the State of Michigan (Questions, Discussion, Vote)
2. FSMW Non-Profit Status Application – Motion: It is so moved that the Friends of Scarlett-Mitchell Woods shall approve the application to become a 501(c)(3) organization under the terms of the U.S. Internal Revenue Service. (Questions, Discussion, Vote)
3. FSMW By-Laws – Motion: It is so moved that the Friends of Scarlett Mitchell Woods shall approve the By-Laws presented at the March 16, 2023 meeting with the understanding that they can be amended as necessary by a majority vote of the Board of Directors. (Questions, Discussion, Vote)
Other:
Adjournment 8:30 pm
Next Meeting – Thurs, May 18, 2023 – 7:30 pm
Documents for the meeting:
Minutes – Meeting #12 – 4-20-2023
Attending: Joey Barker, Mike Benham, Larry Deck, Pat Frey, Carolyn Fullerton, Dagny Hannet, Heidi Hergesheimer, Phil Huhn, Bill McNitt, Bill Nolting, Jonathan Parker, Pat Petiet, Judy Schmidt, Manfred Schmidt
The meeting began at approximately 7:35 pm and was recorded on Zoom. At Mike’s suggestion, the new people introduced themselves. Dagny Hanner lives on Creek. She lived in the neighborhood as a child – went to Pittsfield, Scarlett and Community High. She is now back with children of her own and is finding it interesting. Joey Barker has been meaning to attend for a couple of months and this is the first time she’s been able to do it. She moved into Colonial Square in July (2022). Carolyn Fullerton was attending for the 3rd time. She moved next door to the Schmidts a little over a year ago. Heidi Hergesheimer lives across Packard in the Forest Brook neighborhood but before that lived on LaSalle, so has used Scarlett Mitchell Woods a lot and is very interested in keeping it healthy. Judy noted that Heidi is also a naturalist with the Environmental Ed program.
Adoption of Agenda – Judy added one thing to the notes, ie. Phil Huhn’s suggestion that this time of year, when the ground is wet you can pull saplings of buckthorn and honeysuckle out by the roots.
Spring Unfolding events. There are three of them this year: An Earth Day walk on Aril 22; a Cleanup Day – Removing trash on Old Ellsworth Road on April 29 and a Bird migration walk on May 13. Wood Chips – Judy noted that Manfred had gotten a load of free wood chips from a tree trimmer who was working in the court at Scarlett – if we have enough people turn out for the Clean up day, we can start on spreading those chips on the trails. Garlic Mustard – We have very little garlic mustard in the woods because of diligence in pulling it for the past 20 years – she has found only one patch and will show it to participants on the April 22 walk.
Bio-Blitz – Judy reminded people of the citizen-science event coordinated by the MSU Science Expo, iNaturalist and NAP in the month of April. She encouraged people to send photos to the iNaturalist app.
Approval of Minutes – Moved to approve by Mike B., seconded by Pat Frey – approved unanimously despite Manfred’s comments that they were too long.
Old Business – Motions
#1. FSMW Articles of Incorporation – Motion: It is so moved that the Friends of Scarlett Mitchell Woods shall approve the Articles of Incorporation application enabling the group to operate under the auspices of the State of Michigan
After a discussion about removing the hyphen in Scarlett Mitchell, Mike Benham, Pat Frey, Phil Huhn, Judy Schmidt and Manfred Schmidt volunteered to have their names recorded as incorporators. Judy called the question and the motion, with two corrections – remove the hyphen and add the incorporators – passed sans opposition.#2. FSMW Non-Profit Status Application – Motion: It is so moved that the Friends of Scarlett-Mitchell Woods shall approve the application to become a 501 (c) (3) organization under the terms of the U.S. Internal Revenue Service. After discussing whether or not to supply the names of officers or directors the group decided to use directors and decide on officers later – in the by-laws discussion. Mike said if we left it generic that would save us the trouble of changing it when people change. Pat noted that she can’t file the non-profit application until we have the Articles of Incorporation finalized.
Part IV Foundation Classification – a and b, Pat did some more research on that. She said Part IV depends on your sources of support. Basically, you check the first box if you are getting most of your money from grants, donations and membership fees and you’re not selling anything or not selling very much. If you check b you might be getting money from those sources but also from ticket sales and merchandise – a zoo or a museum might be an example. She checked both a and b.
Jonathan noted that a native plant sale that he’s been doing for the last five years is really easy to do and is pretty easy to bring in a good amount of money for such a non-profit if we are so inclined.
Phil moved the question Manfred seconded. Motion #2 was approved without objection.
#3. FSMW By-Laws – Motion: It is so moved that the Friends of Scarlett Mitchell Woods shall approve the By-Laws presented at the March 16, 2023 meeting with the understanding that they can be amended as necessary by a majority vote of the Board of Directors.
Phil moved Motion # 3, reading it aloud. Manfred seconded. The ensuring discussion took up the last half hour of the meeting and dealt with the following topics: number of directors, specific officers and their duties, confusing descriptions of types of meetings (general, annual, special) in the proposed by-laws draft, dissolution of the corporation requirements, prohibitions of a non-profit (eg. cannot support political candidate, etc.)
Eventually four people volunteered to serve temporarily – no more than a year – in the following positions: President – Michael Benham; Vice President – Judith Schmidt; Secretary – Julie Steiff; Treasurer – Pat Frey.
As meeting time was running out, Judy proposed to table the by-laws discussion until the next meeting – May 18. That was passed with Larry Deck abstaining. Mike and Phil agreed to meet on Zoom to clarify the meeting issues in the proposed by-laws.
Meeting adjourned at approximately 8:35 pm
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