ADN Shareholders Meeting Agenda

Transcription

1 ADN Shareholders Meeting Agenda Jeremy / ADN Administrator (715) Fax (866) PO Box 216 Balsam Lake, WI jeremy@redi-net.com Date: Tuesday December 14 th, 2010 To: ADN, Inc. Shareholders From: REDI, ADN Administrator Re: Agenda, Board Meeting, Tuesday Dec. 14 th, :00 a.m. The following is a summary of items to be discussed at the Tuesday December 14 th, 2010 Shareholders Meeting. 1. Review minutes of the December 16 th, 2009 Shareholders Meeting. 2. Membership Status (as of 11/16/2010) Shareholders 50 Added 1 / Removed 2 (Added Madsen - Removed Davis, Kramer) Associate 115 Added 3 (does not reflect 2011 quota sheets) 3. Administrators Report a. Review point standings (attached) b. System Use and Data Statistics c. Password Changes (Individual Logins) 4. Treasurer s Report a. Current Dues Status b. Current Financial Status c Budget 5. Technology Report a. New Property Centric Database Structure including complete market property snapshot b. GIS Data Layers 6. Quality Control Report a. Other items from QC b. Questions for QC 7. New / Other Business a ADN Directors Ballot Results b. ADN Bylaw Updates (Sec 3.1, 7.7) c. ADN Rules Updates (Sec I, VIII) d. ADN Future Objectives (REIS, Flood Maps, Services, Data..?) e. Other Items 2011 Shareholders meeting schedule: Tuesday December 13 th, :00am

2 Jeremy / ADN Administrator (715) Fax P.O. Box 216 Balsam Lake, WI jeremy@redi-net.com MINUTES OF THE DECEMBER 16 th, 2009 SHAREHOLDERS MEETING Members Present: Shareholders 24 Proxies in Attendance 6 Proxies not in Attendance 2 Date of Meeting: December 16 th, 2009 Recorder: Jeremy Bengtson Location: Radisson Hotel & Conf. Center Next Meeting Date: December 14 th, 2010 The meeting was called to order at 11:02 a.m. Summary of Discussion Minutes: 1. Approval of minutes for the December 16 th, 2008 Members Mtg. Administrator s Report: 1. Jeremy reported Database and membership status. a. Database Statistics b. Review of Point Standings c. Membership Status (no change) Treasurer s Report: 1. S. Foley reported the Current Gross Income, Current Dues Status, Remaining expenses in 2009, and the Current Financial Status of ADN. M. Bettendorf made a motion to accept the Treasurers Report as read. P. Riley seconded the motion. 2. S. Foley presented the 2010 budget. A motion was made by J. White to accept the 2009 budget as written. D Marks seconded the motion. Technology Report: 1. Jeremy reported on current system enhancements including; ADN s Approved Logo, and New Interface. 2. Jeremy showcased an example of data statistics and will make them available on the ADN Web Site. 3. Jeremy spoke to the exploratory effort for developing Dynamic PDF technology which will allow for more customized data, and more efficient data interactivity. 4. Jeremy showed an example of the current GIS system, future database interaction, future data layers, Update schedule, and conveyed that the new technology will decrease costs by about $3,500 annually. Quality Control: 1. J. Mako reported on 3 new data fields: Detrimental Conditions, Non Standard Easements, and Tenant Names. 2. J. Mako reported that the Board has passed a motion that will give Double Bonus Points up to 10 per submittal for Income, Lease, Cap Rate, and/or Rent Roll data submitted effective December 16 th, 2009 ending January 31 st, New / Other Business: 1. A. Leirness reported that the recent Bylaw change had been passed which changes the terms of the ADN Board of Directors from 2 years to 3 years. 2. A. Leirness presented the 2010 Directors Ballot. Sherril Brumm, Sean Foley, and R. Marks have been elected for 3 year terms. John Flaherty, and Dennis Jabs have been elected for 2 year terms. Terms will begin on March 9 th, A Leirness mentioned that the Board has many Special Committees throughout the year and is looking for volunteer at large to help in those efforts. Jeremy will maintain a list of volunteers. 4. Jeremy reported that REIS, and Interflood Flood Map Service has been renewed for REIS will be re-evaluated by committee prior to renewal in A. Leirness reported that ADN executed a new 5 year Data Use Agreement with MNCAR for sharing data, resources, and costs for special projects. 6. Jeremy handed out copies of Stock Certificates and 2010 System Passwords. Those who were not in attendance will be mailed their documents. 7. A. Leirness presented a recommended Bylaw insertion by the BOD to Sec. 7.3 making it mandatory for all Associate Users to sign an Associate Agreement affirming their obligations within the Associate Agreement, Rules, and Bylaws. This Associate Agreement is to be signed by Each Associate and returned to the ADN Administrator by the end of the 1 st Quarter 2010 or service will be suspended until satisfied. R. Thurow made a motion to accept the Bylaw insertion recommendation,. J. Messner seconded the motion. 7. A. Leirness reported that the Security and Bulk Download committee reviewed security and Bulk Downloading issues. Their recommendation which was accepted by Decision/Action 1. The minutes were unanimously approved as read with a motion made by J. White and seconded by M. Bettendorf. 1. The motion unanimously carries. 2. The motion unanimously carries. 2. No decision/action needed. 3. No decision/action needed. 4. No decision/action needed. Results based upon Shareholders evote s. 2. No decision/action needed. 3. No decision/action needed. 4. No decision/action needed. 5. No decision/action needed. 6. No decision/action needed. 7. The motion unanimously carries. 8. No decision/action needed.

3 the Board was to budget $1,000 in the Misc. fund in the event that a high level investigation needs to take place, and that at this time bulk Downloading of ADN s data is not permissible. 8. D. Massopust questioned the collection threshold of Vacant Land data. A committee of D. Massopust, W. Waytas, and W. Walker will draft a recommendation which will be reviewed by the Board at the March 9 th, 2010 BOD meeting. Meeting was adjourned at 12:53pm Respectfully submitted by, Jeremy A. Bengtson ADN Administrator

4 I. USE OF ADN MATERIAL AND INFORMATION. 1. ADN Data is the exclusive property of the ADN, and ADN has the sole right to prescribe the use and the confidentiality to be afforded by the shareholders entrusted with care of the ADN Data. 2. All ADN Data obtained by shareholders shall be considered "confidential". Only persons affiliated with the shareholder, and whose names have been submitted to the ADN Secretary, are authorized by ADN to have access to the ADN Data. 3. The ADN Data forms shall not be used directly in an appraisal, but the information contained on the form may be used by the subscriber. The source of said ADN Data shall not be revealed to others. 4. Subscribers shall not duplicate or distribute copies of ADN Data sheet to anyone except ADN shareholders or an associate and occasional user affiliated with the shareholder and whose names have been submitted to the ADN Secretary. 5. ADN prohibits taking ADN Data sheets into courtrooms or hearing rooms. 6. ADN prohibits contacting a party already contacted by the submitter without first calling the shareholder who submitted the ADN Data. 7. Other than the uses specifically authorized herein, any use or reproduction, in whole or in part, of the ADN Data in any form is strictly prohibited without the express written consent of the ADN Board of Directors. 8. The prohibitions of Paragraph 7 above include but are not limited to the reproduction, reconfiguration and/or recompilation of the ADN Data in any format, selection or arrangement for redistribution, dissemination or sale to any person or entity without the express written consent of the ADN Board of Directors. 9. Subscribers agree to not download more than fifty (50) ADN Data records in any three-hour period, and shall not have copies of more than one-hundred (100) ADN Data records at any given time unless written authorization is obtained by the Board or Administrator. 10. On written request by ADN, Subscriber will certify compliance with these Rules. VIII. AMENDMENTS 1. These Rules may be amended by action taken at any duly called meeting of the Board of Directors and providing electronic notice of such amendments on the ADN website. Continued use of the ADN Data or the ADN website by a Subscriber shall constitute acceptance by such Subscriber of such amendments to the Rules.

5 Section 3.1. Number and Election. The Board of Directors shall consist of nine Directors. Each Director shall be elected for a term of three fiscal years. The terms are to be staggered so no more than three expire in the same year. A Director cannot be seated for more than two consecutive terms, and must abstain for one full term before running for election. The number of Directors and the term of any Director may only be changed by a vote of the shareholders. Directors shall be natural persons but need not be shareholders. The Director positions shall be rotated among shareholders according to a list maintained by the Administrator. The Director position shall be filled by the designated shareholder or by an Associate User, as defined in Section 7.3, affiliated with such shareholder. If the designated shareholder or an Associate User affiliated with such shareholder is unwilling or unable to serve as Director, he or she shall submit a letter of resignation to the Board of Directors. If a shareholder, or an Associate User affiliated with such shareholder, has a desire to serve on the board, he or she can submit their name to be considered for election at a shareholder meeting without regard to the rotating member list. However, only one nominee per Shareholder (including any Associate Users affiliated with the Shareholder) shall be permitted to be listed on a ballot of proposed directors. Only one qualifying person per shareholder (including any Associate Users affiliated with the shareholder) shall be permitted to hold a seat on the current Board. The shareholder, or an Associate User affiliated with such shareholder, shall be elected by an affirmative vote of a plurality of the shareholders present and entitled to vote on the election of directors at any duly held meeting. A director may be removed at any time, with or without cause, by the affirmative vote of 60 percent of shareholders present at any duly held meeting. Section 7.7. Transfer of Shareholder Interest a) In the event of the retirement, death, or leaving from the appraisal profession by a shareholder, his/her share may be transferred to a current associate user who is reported by the shareholder on his/her current Point Requirement Form. b) In the event of death or severe hardship of the shareholder, the Board of Directors may grant access of ADN services to the current associate users listed on his/her current Point Requirement Form for a period of (three) 3 months or the next Board of Directors meeting whichever is longest. c) The new shareholder must meet all qualifications listed in Section 7.1, and follow processing procedures listed in Section 7.2, of the Bylaws.