Town Business Association Meeting — Minutes

SEVASTOPOL BUSINESS ASSOCIATION, INC. 1 Door County, Wisconsin 2 3 Initial Meeting of Directors & Incorporators 4 5 Date / Time: Wednesday, August 19th 2026 – 12:00 pm (noon) 6 Location: Sevastopol Town Hall – conference room 7 4528 State Highway 57, Sturgeon Bay WI 54235 8 9 Minutes: 10 11 Call to Order. The meeting was called to order by Director Linda Wait at 12:03 p.m. 12 13 Introductions – Proper Notice - Establish Quorum. The following Incorporators/Directors 14 were present and constitute a quorum: Maria Milano, Dawn Germscheid, Carolyn Ripp, Heather 15 Hoffmann, Linda Wait, and Josh Cory-Yaeggi. Also in attendance: Nicole Krauel, Stacie Denil 16 and Amy Flok. 17 18 Recap of August 4th 2026 Sevastopol Business Association Ad Hoc Committee meeting. 19 Denil summarized the progress made in creating a Wisconsin nonprofit corporation and 20 establishing a board to move forward. There were a number of business owners in attendance, 21 with seven offering to serve as initial directors and incorporators and proceed with filing Articles 22 of Incorporation with the Wisconsin Department of Financial Institutions (Wis DFI) in the name 23 of “Sevastopol Business Association, Inc.” An initial meeting of the Association’s Board was 24 scheduled for August 19, 2026. 25 26 New Business: 27 28 Articles of Incorporation. Form 102 Nonstock Corporation Articles of Incorporation were filed 29 on August 6, 2026 with the Wis DFI. The incorporators and initial Board of Directors are as 30 follows: Dawn Germscheid, Josh Cory-Yaeggi, Linda Wait, Constance Judd, Heather 31 Hoffmannn, Maria Milano and Carolyn Ripp. Judd has since indicated that she wishes to 32 withdraw from involvement with the Association. 33 34 Election of Officers. 1) motion by Wait, second by Hoffmann to nominate Cory-Yaeggi as 35 President; motion carried. 2) motion by Cory-Yaeggi and second by Germscheid to nominate 36 Hoffmann as Vice President; motion carried. 3) motion by Hoffmann and second by Ripp to 37 nominate Wait as Secretary; motion carried. 4) motion by Milano and second by Hoffmann to 38 nominate Germscheid as Treasurer; motion carried. 39 40 President: Josh Cory-Yaeggi 41 Vice President Heather Hoffmann 42 Secretary Linda Wait 43 Treasurer Dawn Germscheid 44 45 Sevastopol Business Association, Inc. – Meeting Minutes – August 19, 2026 2 | Page Accepting Nicole Krauel’s offer, motion by Wait and second by Germscheid to appoint Krauel 46 as a member of the Board of Directors; motion carried. Motion by Cory-Yaeggi and second by 47 Germscheid that Milano and Krauel serve as Directors at-large; motion carried. 48 49 Finances. Motion by Wait and second by Germscheid that the Association establish a banking 50 relationship with Nicolet National Bank; motion carried. Cory-Yaeggi has a contact at Nicolet 51 and will reach out to see what is required in order to open an account. 52 53 Bylaws and Other Corporate Documents. In advance of the meeting, Wait came up with draft 54 bylaws, following those used by the Southern Door Business Association. Germscheid 55 incorporated some of those points, drafted revised bylaws and additional governance documents, 56 and they are before us today for our review and discussion: 57 1) Bylaws 58 2) Summary of Changes 59 3) Conflict of Interest Policy 60 4) Standing Committee Charters 61 5) Membership Application 62 6) Expense Reimbursement Policy 63 7) Whistleblower Policy 64 8) Initial Board Resolutions 65 9) Document Retention and Destruction Policy 66 10) Master Document Checklist 67 11) 3-Year Operating Budget. 68 69 Denil also presented a Sample 3-Year Budget and Year-One Plan. 70 71 Initial comments/changes on the Bylaws: 72 • Section 2.1 - Membership Classes. There would be just one class of membership-73 Business Members; delete reference to Individual Members and Associate Members. 74 • Section 2.5 – Dues and Assessment. Change section title to “Membership Dues” and 75 delete the last sentence related to special assessments. 76 • Section 2.6 – delete references to Individual Member and Associate Members. 77 • Section 3.4 - Quorum. After discussion, retain as is at 10%. 78 • Section 4.3 – Election and Term. Retain two-year terms. 79 • Section 5.1 - Officers Designated. Motion by Germscheid and second by Hoffmann that 80 Denil be designated as ex officio officer; that we consider one to three at-large members 81 to serve as directors and on the Executive Committee, keeping an odd number; motion 82 carried. 83 • Section 6.2 - Executive Committee. Authorize up to seven members. 84 • Section 7.6 – Political and Lobbying Activity. Retain as is. 85 86 Germscheid will update the Bylaws with suggested revisions and submit to the Board at the next 87 meeting. Once finalized, we will need a resolution to formally accept the Bylaws. 88 89 Cory-Yaeggi has an attorney acquaintance who could make a preliminary evaluation of 90 documents from a legal standpoint. 91 Sevastopol Business Association, Inc. – Meeting Minutes – August 19, 2026 3 | Page There were a number of questions regarding the budget and how Destination Door County might 92 interpret our expenditures and qualifications to receive dollars under the Community Business 93 Association Funding Program. Cory-Yaeggi will reach out to DDC President/CEO Jon Jarosh 94 for a discussion and it was suggested that Jarosh be invited to our next Association meeting. 95 96 Next Meeting Date: Wednesday, September 9th 2026 – 12:00 pm (noon) 97 98 Adjourn. Motion Cory-Yaeggi and second by Germscheid to adjourn; motion carried and 99 meeting adjourned at 2:20 p.m. 100 101 Respectfully submitted, 102 103 Linda Wait, Secretary 104 105 [draft 08/21/2026] 106