Meeting of the Washington
Materials Management and Financing Authority
June 21st, 2007
9AM -3PM,

Washington Material Management & Finance Authority
Minutes of Board of Directors Meeting

Meeting Date: Monday, June 21, 2007
Location: Telephonic
Member Present?
Apple-Nick Amman X
PC Salvage-Mark Bracking X
Wal-Mart-Kyle Holifield X
Lenovo-Mary Jacques X
Dell-Mike Watson X
Samsung-Mike Moss
Sony-Doug Smith
Deer Park Computers-John Swiderski X
Re-PC-Mark Drabek X
Best Buy-Brenda Mathison;
Dept. of Ecology-Peter Lyons X
Dept. of Ecology-Dave Nightingale X
Dept. of Ecology-Jay Shepherd X
CTED-Susan St. Germain X
State Treasurer-Shad Pruitt X
Total Present
Roll Call:


Call To Order: Chairman Swiderski called the meeting to order at 9:00 am PST.

Agenda:

1) Voting by ex officio members.
a. Discussion: the members of the Board, including ex officio members, discussed when ex officio members should be permitted to vote on matters before the Board. Ex officio members from ecology indicated that they did not want to vote. Ex officio member Pruitt indicated that Treasury would prefer to have a vote.
b. Motion: to exclude ex officio members from voting.
i. Movant; Dell-Mike Watson
ii. Second: Apple-Nick Ammann
iii. Vote: (NOTE: Ex officio members voted on this motion).
1. Yeas; 10
2. Nays; 1
3. Abstentions; 1
iv. Result: Motion Carried.

2) Determination of Validity of previous Board actions, and if needed, election of Officers of the Board (Chairman, Vice-Chairman, Secretary & Treasurer);
a. Discussion: The Board deliberated and comments were taken from the public. The debate centers around whether the Board’s prior meetings complied with the Washington law of open and public meetings.
b. Executive Session; at the request of the Chairman, an executive session of the Board was held to receive legal advice from the delegate to the Board from the Office of the Attorney General.
c. Resumed Regular Session.
d. Motion; to validate this meeting as a special meeting with full voting.
i. Movant; Re-PC-Mark Drabek
ii. Second: Deer Park Computers-John Swiderski
iii. Vote:
1. Yeas; 7
2. Nays; 0
3. Abstentions; 0
iv. Result: Motion Carried.
e. Motion: to invalidate all previous votes of the Board at prior meetings
i. Movant; Dell-Mike Watson
ii. Second: Apple-Nick Ammann
iii. Vote:
1. Yeas; 7
2. Nays; 0
3. Abstentions; 0
iv. Result: Motion Carried.

3) Election of Officers
a. Nominees:
i. Chairman;
1. Deer Park Computers-John Swiderski
ii. Vice Chairman
1. Re-PC-Mark Drabek
iii. Secretary;
1. Wal-Mart-Kyle Holifield
iv. Treasurer
1. PC Salvage-Mark Bracking
b. Motion; to elect officers as above
i. Movant: Wal-Mart-Kyle Holifield
ii. Second: Lenovo-Mary Jacques
iii. Vote:
1. Yeas; 7
2. Nays; 0
3. Abstentions; 0
iv. Result: Motion Carried

4) Bylaws
a. Point by point, paragraph by paragraph review, discussion and edit of draft of the bylaws provided by Wal-Mart.
b. Motion; to adopt bylaws as reviewed, discussed and amended
i. Movant: Dell-Mike Watson
ii. Second: Re-PC-Mark Drabek
iii. Vote:
1. Yeas; 7
2. Nays; 0
3. Abstentions; 0
iv. Result: Motion Carried

5) Loan from Department of Ecology
a. Loan documents reviewed and terms discussed
b. Motion; to approve the loan agreement and authorize the Chairman to sign it.
i. Movant: Deer Park Computers-John Swiderski
ii. Second: Re-PC-Mark Drabek
iii. Vote:
1. Yeas; 7
2. Nays; 0
3. Abstentions; 0
iv. Result: Motion Carried
c. Motion: to authorize Chairman to open bank account with Bank of America in which to deposit funds from loan;
i. Movant: Wal-Mart-Kyle Holifield
ii. Second: Deer Park Computers-John Swiderski
iii. Vote:
1. Yeas; 7
2. Nays; 0
3. Abstentions; 0
iv. Result: Motion Carried

6) Subcommittees
a. Discussion of formation of various subcommittees to begin development of general operating plan, standard plan, and preparation of requests for proposal to service providers for assistance in development of required plans.
b. Motion: to Authorize and establish a Finance Subcommittee consisting of: Lenovo-Mary Jacques; PC Salvage-Mark Bracking; Samsung-Mike Moss; Apple-Nick Ammann; Sony-Doug Smith;
i. Movant: Deer Park Computers-John Swiderski
ii. Second: Apple-Nick Amman
iii. Vote:
1. Yeas; 7
2. Nays; 0
3. Abstentions; 0
iv. Result: Motion Carried
c. Motion; to establish Plan Subcommittee to develop and send requests for proposal to service providers to develop general operating plan and standard plan, and consisting of: Deer Park Computers-John Swiderski; Wal-Mart-Kyle Holifield; Dell-Mike Watson; Apple-Nick Ammann;
i. Movant: Dell-Mike Watson
ii. Second: Deer Park Computers-John Swiderski
iii. Vote:
1. Yeas; 7
2. Nays; 0
3. Abstentions; 0
iv. Result: Motion Carried

7) Retention of Outside Counsel
a. Discussion of whether to hire Marlys Palumbo and Van, Ness, Feldman as outside counsel to the WMMFA
b. Motion; to retain Marlys Palumbo and Van, Ness, Feldman as outside counsel to the WMMFA
i. Movant: Apple-Nick Ammann
ii. Second: Deer Park Computers-John Swiderski
iii. Vote:
1. Yeas; 7
2. Nays; 0
3. Abstentions; 0
iv. Result: Motion Carried

8) Regular Meetings
a. Discussion of establishment of schedule for regular meetings

9) Adjournment; Chairman adjourned the meeting as some board members had to leave and a quorum was lost.


I HEREBY CERTIFY ON THIS THE ______ DAY OF _______________________, 2007, THAT THE FOREGOING IS A TRUE, ACCURATE AND COMPLETE RECORD OF THE PROCEEDINGS OF THE WASHINGTON MATERIAL MANAGEMENT AND FINANCE AUTHORITY BOARD OF DIRECTORS AT ITS MEETING ON JUNE 21, 2007:

___________________________________________
Secretary to the Board of Directors