Minutes of Special Meeting Of

MINUTES OF SPECIAL MEETING OF THE BOARD OF DIRECTORS OF CHARLES T. BEAIRD FOUNDATION

A special meeting of the Board of Directors of the Charles T. Beaird Foundation was held on Saturday, April 9, 2005 at 7626 Creswell, Shreveport, Louisiana pursuant to due notice of the meeting.

Directors present were:

Carolyn W. Beaird Susan L. Beaird John B. Beaird Candy Beaird Duncan Seawell Jim Montgomery

Also present were Christie McCormick, Tammy Wagner and Frank Merrick.

The meeting was called to order by Susan Beaird, who presided as

Chairman and Tammy Wagner acted as Staff Secretary.

Minutes of the meeting of directors held December 4th and 5th, 2004 were thoroughly reviewed and approved.

Susan Beaird briefly discussed the planned agenda for this meeting.

Susan Beaird called on Jim Montgomery, Chairman of the Grants Committee to present its findings on the grant requests scheduled for consideration and present the Grant

Reviews received since the last meeting. After the Committee’s report and thorough discussion by members of the Board, upon motion by Susan Beaird, duly seconded and carried, the following requests for donations were approved: Donations

The Center for Families $7,500.00 864 Olive Street Shreveport, La. 71104

Christus Schumpert Health System Foundation $5,000.00 One Saint Mary Place Shreveport, La. 71101

Girl Scouts $5,000.00 3921 Southern Ave. Shreveport, La. 71106

Hillman House $5,000.00 644 Herndon Shreveport, La. 71101

LCADV $7,500.00 P.O. Box 77308 Baton Rouge, La. 70879

Playaz and Playettes $5,000.00 720 Hope Street Shreveport, La. 71101

Red River Revel Arts Festival $5,000.00 101 Crockett Street Shreveport, La. 71101

Right to Play $10,000.00 P.O. Box 4692 Shreveport, La. 71134

Shreveport Regional Arts Council $10,000.00 800 Snow Street Shreveport, La. 71101

Additional Donations approved: CDC - Strategic Action Coucil $20,000.00 c/o United Way of NWLA 402 Edwards Street Shreveport, La. 71101 The next item on the agenda was a report from the Philanthropic Incubator Committee concerning matching grants to be considered under the Egg Pilot Program. Susan Beaird presented a report submitted by Christie McCormick and upon motion by Candy Beaird, duly seconded, the following amounts were approved for disbursement.

Providence House $56.33 Shreveport-Bossier Rescue Mission $16.11

The following requests were denied:

BArc-Beauregard Association for Retarded Citizens Beauregard Christian Women's Job Corps Chimp Haven, Inc. Safe House for Battered Women & Children TPA - Theater of the Performing Arts

The Board then discussed the tentative agenda for annual meeting. Frank Merrick suggested we break the orientation down into grants, historical and current. He expressed the need to spend time explaining the financial status, estimating this reporting should take about 1 -

1 1/2 hours. He also suggested that a report of the past grants be categorized 'by type' for presentation to the members, in order to give them a better understanding of the various groups being helped by the foundation. Susan Beaird suggested we ask for volunteers from a few of the organizations to speak to our group in May, in addition to the tour of their facilities.

Frank Merrick suggested changes in the formatting of the financial reports, making comparisons to the Merrick Foundation reporting. His first suggestion was to increase the font size. He proposed that the new CPA generate the financial reports on a quarterly basis.

Frank presented the Merrick Foundation reports in detail and explained the importance of allocating charitable expense for the foundation, using a general rule of 80/20%. He felt our financial statements have too many general ledger accounts and could be condensed. He expressed the advantages of detailed historical reporting of the grants.

John Beaird stated that we have learned the gift received in December, 2004 will not count as 1/12th in 2005 because the amount is prorated by number of days not the physical month, but the full amount will count in 2006. John explained that we do not have 1st Quarter reports for 2005 as it is too early, but we will have at least a six month report for the October meeting. He reviewed the assets and investments held by Beaird Properties, reiterating the policy written into Beaird Properties that we must distribute 5% of the value of the corpus to the owners every year. ( Owners are 84% owned by the foundation and 16% owned by Charles &

Carolyn Beaird ) The net result is that Beaird Properties will cut a check to the foundation every year for approximately $450,000.00 and the foundation will be required to give away

$300,000.00 of those funds starting in 2006. The remaining $150,000.00 will be put into the corpus of the foundation or to be use as needed.

John Beaird reported on the prospective land sale. He countered the offer from

Gus Wong at $285,000.00 which was accepted with a 180 day option to close on the deal. The buyer is paying us a $5,000.00 option payment which will go to escrow and we will keep even if the sale does not go through. Due to the fact that the prospective buyer is looking to resale the land, he requested the 180 day window. John also mentioned that there will be a 10% realtor fee.

Susan Beaird explained that Edna Robinson expressed reluctance in signing the

990 forms for the foundation now that she is not on the board. Susan and Edna interviewed two

CPA's, Tucker Smathers with Gilbreath, Burns & Smathers and Barry Shipp with Cole, Evans.

She asked the board for approval on her decision to hire Tucker Smothers to review the 2004 IRS reports and retain her future accounting services. Duncan made the motion to approve this decision it was seconded by John and unanimously approved.

Susan Beaird reviewed her finding regarding the software programs available for foundations. Micro Edge has been considered ideal for a small foundation. The initial purchase price is $6,330.00 for first module. The annual maintenance fee would be $1,139.00, bringing the total price to $7,469.00. There will be additional costs of $850.00 per person for a two day training course, held in New York or San Francisco. Susan stated it would cost around

$10,000.00 to purchase this software. Susan Beaird made the motion to approve the purchase of the software, it was seconded by John Beaird and unanimously approved.

Frank Merrick, Susan Beaird, Duncan Seawell and Jim Montgomery presented two job descriptions in draft form for consideration and comments from the board, one for an

Executive Director position and one for a Part-time Office Manager. Susan and Frank expressed the need for input and guidance from the present members in order to make decisions of how to proceed and what to present to the members at the annual meeting. The advantages of both positions were discussed at great length and it was decided to hire an Executive Director by the end of 2005 and possibly a clerical person at a later date. Susan Beaird will write an email to all members attaching a copy of the Executive Director Draft job description, asking for recommendations and volunteers for the committee to hire this person.

Following a lengthy discussion concerning Board of Directors and Grant

Committee participation, it was decided to offer discretionary gifts as follows: Each member of the Board of Directors will receive $2,000.00 and Grant Committee Member will receive

$1,000.00 annually to offer to the non profit organization of their choice, with the understanding that no goods or services go to the individual. The twelve month period will begin following the 2005 annual meeting. Candy Beaird recommended that we approve the discretionary funds, the motion was duly seconded and unanimously approved.

Susan Beaird recommended that we consider not renewing our membership with the Council on Foundations, but instead sign up for membership in the Association of Small

Foundations. It was decided to table the discussion for a later date, in order to get more information regarding the dues, etc.

There being no further business, the meeting was adjourned at 3:15 pm.

______Tammy Wagner, Staff Secretary