Kearns Community Council -

Kearns Community Council -

KOPFC - Tennis Center

EXECUTIVE SESSION - Workshop 7:00 pm November 30th. 2005

• Roll Call -Kevin Lundy, Chuck McDowell, Debby Conner, TJ Dubach,
Allan Peterson, Kathy Larrabee - In Attendance

• Absent - Paula Larson / Charles Henderson / Samantha Anderson

• Also in attendance was Senator Ed Mayne

• Time was given to Senator Mayne — He reassured the Council that they would not be (as a group) responsible for any previous actions by the Kearns Town Council and that in his opinion the recommendation of the Transition Committee was a good one.

• Establish Finance Oversight Committee - Tabled this discussion until next meeting

« Discuss incremental 2005 budget for submission to SL County - discussed the fact that this would only be a 30-45 day budget to satisfy the requirements of the County in order to gain recognition and 2005 funding. This should be responsibility of Samantha Anderson as treasurer. Kevin mentioned that he was working with Sam on this.

• Discuss preparation of 2006 budget - Kevin mentioned that he was working with Sam on this.

• Discuss new corporation and freezing of old corporation - steps: A vote was taken on the recommendations below and the Council voted to take action according to these recommendations - the vote was 9 in favor (Paula and Charles voted by phone) with one absent (Samantha - unable to reach). Approval was given as part of this vote to allow Chuck McDowell to hire an attorney (Shane Topham) to prepare and file the required legal documents.

1. Establish new corporation (Kearns Community, Inc.) – nine member board with Chairman as Registered Agent.

2. KCC / KTC will sell the name "Kearns Community Council" to the new corporation. Continue to do business as KCC under the new
corporation. Adopt County suggested bylaws for the new corporation.

3. Create a three member Board of Directors to manage the old corporation (amend KTC bylaws). This three member board must be sitting members of the current Kearns Community Council an act as the agents of that new Council in the management of the old corporation. Freeze all accounts and activity of the old corporation until all investigations are complete.

Move forward as the Kearns Community Council (a DBA of Kearns Community, Inc.)

5. Open a new checking account and establish a tax ID under the NEW corporation.

6. Submit our Request for Recognition Letter and 2005 incremental budget to the County Council and point to the following actions taken to comply with the wishes of the County for recognition.

• Completed a new election and seated nine new council members

• Changed our name to Kearns Community Council (under a new corporation)

• Adopted the County recommended By-Laws

• Established Financial Controls by establishing an Oversight Committee and opening a new checking account under the new organization

Discuss process for election of new 2006 officers - We discussed that we would have the annual election of officers at the first meeting in January. No official vote was taken to sanction this process at this meeting however.