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October Women's Bar Association Foundation Board Meeting Minutes, 1998 1 (1998)

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                   MINUTES OF THE BOARD OF DIRECTORS
               THE WOMEN'S BAR ASSOCIATION FOUNDATION
                               October 13, 1998


      The meeting was convened by the President, Deborah C. Costlow at 6:55 p.m.,
at the law offices of Arent Fox Kintner Plotkin & Kahn, 1050 Connecticut Avenue, NW,
Washington, DC 20036. Present were: Sharon Goley, Tania Hanna, Deborah Israel,
Nancy Long, Martha McQuade, Marjorie Reeder, Sandra Robinson, Gloria R. Sulton,
and Michelle Gary.

MINUTES OF LAST MEETING: The minutes of the September 8,1998, meeting were
approved as amended and corrected. (Item 1)

TREASURER'S REPORT: The Treasurer, Sandra Robinson, submitted a report from
the Charter Financial Group on the WBAF's 3r Quarter Investment Performance
(6/30-9/30/8), statements from Charles Schwab covering transactions from May 1 -
September 30, 1998, and the Salomon Smith Barney Prime Broker Statements
covering May 1-September 30, 1998. Via conference call, the Board spoke with Susan
Stewart about the Foundation's investment with Charter Financial. The Board received
the reports for filing. (Item 2)

OLD BUSINESS:

      1.    Budget 1998 - 1999 - Sandra Robinson presented a draft budget
prepared by she and Sharon Goley. The Board made a detailed review of each item,
offered alternative figures, corrected and added information and figures based upon
more recent data. The discussion resulted in the budget being tabled by unanimous
vote until the next meeting with instructions to the Budget Committee to revise the
budget based upon the Board's discussion.

      2.    Tax Counsel Opinion re: Endowment Fund - Deborah Israel reported
that after consultation with our tax counsel, Diana Fuchs of her firm, there are no tax
law impediments to proceeding with the Foundation's Endowment Fund. Ms. Fuchs
suggested that the Board may wish to consider a different IRS Code provision under
which we would operate, rather than our current section 501 (c)(3). The Board asked for
more information on the advantages and disadvantages to changing the organization's
tax status and expressed a desire to have Ms. Fuchs attend a meeting at which the
members could ask questions. Ms. Israel will invite Ms. Fuchs to our next meeting.

      3.    Accountant Retention - Tate and Tryon has informed the Foundation
that is will no longer perform our audit, nor will it file the tax return due October 15,
1998; however, it did agree to file an extension request. Ms. Fuchs also advised the
Board through Ms. Israel that we need not have an annual audit, but if we decided


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