Board of Directors Meeting Book

Meaningful Connections
Impactful Growth

8828 N. Stemmons Freeway, Suite 550 | Dallas, Texas 75247
www.dfwmsdc.com | [email protected]

The mission of Dallas/Fort Worth Minority Supplier Development Council (D/FW MSDC) is
to encourage and facilitate procurement and business opportunities between Buying
Entities and Certified Minority Business Enterprises (MBEs).

D/FW MSDC
Board of Directors

Meeting

November 20, 2020
Time: 7:30 a.m.

CONFIDENTIAL

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, Inc. accepts no liability with respect to the unauthorized use
of its email facility or the sending of email communications for
other than strictly business purposes.

2020 Board of Directors Meeting Attendance Roster
% ATTENDED
Board Members % In Person
Bonnie Clinton % by Phone
Margo J. Posey
Kallie Malmgren January
Rob Simpson February
Monica Menzel March
Eric Imrie April
Betty Manetta May
Terri Quinton June
Don McKneely July
Neena Biswas August
T'wana Brown September
Thomas Crowther October
Lisa Hanlon November
Heather Herndon- December
Wright
Rachel Kutz 83% 96% 100% 83% 92% 88% 83% 92% 92% 92%
Suzanne Maddux
Kent McNorton
Clifton E. Miller
Evelyn Molina
Jeni Rajbhandari
Silvana Rosero
David Sanchez
Greg Spoon
Lori Sinn

Table Key

Present
Telephone

Absent

No Longer on Board

11/20/2020 7:30 AM | VIRTUAL| NOVEMBER BOARD MEETING

Board Members

Bonnie Clinton *| Margo Posey*| Kallie Malmgren* |Rob Simpson*| Monica Menzel *|Eric Imrie* | Betty Manetta*| Terri
Quinton*| Don McNeely* |Neena Biswas | T’wana Brown | Thomas Crowther | Lisa Hanlon | Heather Herndon-Wright
| Rachel Kutz |Suzanne Maddux | Kent McNorton| Clifton Miller | Evelyn Molina | Jeni Rajbhandari | Silvana Rosero
|David Sanchez | Greg Spoon | Lori Sinn

CALL TO ORDER Bonnie
OPENING REMARKS

VOTING AGENDA Monica
o October Minutes Eric and James
o October Financials Rob
o Certification
i. Approvals Monica
o Board Nominations
Kallie
Reports Clif and Jeni
o Bylaws Betty
o ISCWG
o MBEIC

PRESIDENT’S REPORT
 Council at Work
 MBDA
 NMSDC

DISCUSSION
Old Business Adjourn

8828 N. Stemmons Freeway *Suite 550 * Dallas, TX 75247* Phone: (214) 630-0747*Fax: 214-637-2241*www.dfwmsdc.com
The Mission of the Dallas / Fort Worth Minority Supplier Development Council (D/FW MSDC) is to encourage and facilitate
procurement and business opportunities between Buying Entities and Certified Minority Business Enterprises (MBEs).

*Board Book can be printed One Sided or Two Sided.

October 23, 2020

In Attendance PRESENT/ PHONE/ ABSENT

Margo J. Posey Bonnie Clinton Jeni Rajbhandari
Rob Simpson T’wana Brown Greg Spoon
Monica Menzel Lisa Hanlon Thomas Crowther
Eric Imrie Heather Herndon-Wright Evelyn Molina
Betty Manetta Kent McNorton Lori Sinn
Terri Quinton Clifton Miller Kallie Malmgren
Don McKneely Silvana Rosero Suzanne Maddox
Rachel Kutz David Sanchez Neena Biswas

LOCATION/TIME

• Meeting was held as a Zoom call. Meeting started at 7:33 a.m.

OPENING AND VOTING AGENDA

• Bonnie kicked off the meeting by thanking everyone for joining.
• Monica Menzel reviewed minutes from prior month and asked for motion to accepts. Don McKneely made a motion

to accept the meeting minutes. Betty Manetta seconded. Motion carried.

FINANCIALS

• Mr. James Estes reviewed the financials. Mr. Estes informed the Board that the revenue for the YTD period ending
Sept was $615K against a budget of $537.8K. Due to MBE renewals we still on track, we’re still tracking behind on
Corporate renewals but that is expected under the existing condition. The Expenses actuals were $644K against a
budget of $802.9K
• A change in the forecast was reflected. Lower interest income, higher national dues, lower temporary services.
Remaining ACCESS funds have largely collected with exception of a small item ($975) that was deemed to be an error
in registrations.
• Evelyn Molina made a motion to accept, Clif Miller seconded.

CERTIFICATIONS

• Mr. Rob Simpson presented current certification statistics. 20 New Certifications, 59 Recertifications. Don McKneely
made a motion to accept certification as presented. Silvana Rosero seconded. The motion carried.

CONSENT AGENDA

• Nomination Committee: Monica Menzel reported that of the two open seats, At-Large and Native American, 4
nominees were received for the At-Large position, of which only 2 qualified: Evelyn Molina and Yareli Estaban. No
nominees were received for the Native American seat. Clif Miller made a motion to accept nomination slate as
presented. Terri Quinton seconded.

• ISCWG: Jeni Rajbhandari and Clif Miller provided an update on last meeting of working group. They are working
on topics and speakers for 2021. Members are being polled for topics. Clif thanked Heather Herndon-Wright for
having cybersecurity leadership make recent presentation.

• Betty Manetta shared MBEIC update. Congratulated Terri for Kellogg event this week. SDWG Annual meeting
taking place November 19th (tentative)

PRESIDENT’S REPORTS.

• Margo shared that they are operating under “mini” re-opening of office (1 day or so a week) Will consider going
back to “as needed” basis if local spike in cases continues

• E-Awards -taking place on December 10th. Will be reaching out to volunteers. At awards, we will also be
recognizing BTTBU. Will also be recognizing supply chain professionals. All awards will be sent out next week
and posted on web and social media. Sponsorship packets will go out on November 15th.

• Ft. Worth City Manager David Cooke will be providing state of Fort Worth address on Nov. 5th. 11am
• Dallas Hard Hat expo is being discussed as a live event but at Dallas Convention Center to allow for social

distancing
• Discussion on annual meeting and possibility of suspending. Full board meeting will take place in November
• MBDA – 5-year grant year ends March 2021. We should know if funding will continue in early 2021. Employeement

of staff is dependent on the contract.
• NMSDC national conference is Oct 26-29th – Agenda is attached.

BRAGS

• Margo congratulated Rachel Kutz on promotion at end of August.
• Evelyn bragged on Toyota that found way to maintain contract work through end of the year
• Terri thanked Comerica for MBE Academy boot camp – next session on financial crisis management

NEW BUSINESS/OLD BUSINESS

• Betty Manetta mentioned that the Student to Business exchange with DISD will take place with panel of several council
MBE’s.

CLOSING REMARKS

• The meeting was adjourned at 8:45 a.m.

Page 2

DFW Minority Supplier Development Council, Inc
Statement of Revenue and Expenses

For the Ten Months Period Ended October 31, 2020

VARIANCE 2020 2019
TO
ACTUAL BUDGET NUMBER NUMBER
BUDGET
FAV/(UNFAV)

REVENUE: 14,000 15,000 (1,000) 37 39
Corporate Memberships - New 92,250 90,000 2,250 18 26
Corporate Memberships- Renewal (585)
Interest Income 915 1,500 23,235
NMSDC National Dues 188,235 165,000 49,679
NMSDC National Performance BONUS 1,271
MBE Certification Fees-Renewals-Local 49,679 - 9,600
MBE Certification Fees-New-Local 226,271 225,000 5,190
MBE Out of Region Subscriber Fees-Renewal 55,000 1,650
MBE Out of Region Subscriber Fees-New 64,600 13,000
Expedite Fees 18,190 250
Education Scholarship 6,500 -
Donation 8,150 1,850 -
Uncategorized 2,100
11,953
TOTAL REVENUE 11,953 572,850 103,493
676,343
EXPENSES:
NMSDC Functions 2,431 6,500 4,069 (1)
Software Maintenance 15,000 15,000 -
Training
Office Expense - 1,500 1,500
Telecommunication 68,564 73,747 5,183
Catering Service 10,590 15,167 4,577
MBDA Office Catering 1,944
Board Installation 3,886 5,830 1,915
Credit Card Processing 585 2,500 (4,160)
Cartage/Delivery 3,000
Outsourcing 7,160 11,668 111
Lease-Office Space 11,557 -
Lease-Equipment/Other - -
Education Scholarship - 50,000 -
Insurance/Taxes 50,000 69,614
Professional Fees 69,614 22,667 5,287
Temporary Services 17,380 -
Salary -
COVID-19 Reduction - 16,000 4,814
11,186 62,500 5,057
TOTAL EXPENSES 57,443 16,667 9,220
453,330 5,338
NET YEAR END REVENUE/(LOSS) 7,447 66,500
447,992 - 111,355
TOTAL SPECIAL EVENTS REVENUE/(LOSS) (66,500) 825,690
714,335 (290,832)
TOTAL YEAR END NET REVENUE/(LOSS) (252,840)
(37,992) 72,698

247,698 175,000 131,866

209,706 (77,840)

(1) Paid venue with required minimums vs 2019
DFW Airport donated space and 50% reduction
by MBE catering

JEstes
11/11/2020

9:44 AM

DFW Minority Supplier Development Council, Inc
Statement of Prior Year Revenue and Expenses
For the Ten Months Period Ended October 31, 2020

ACTUAL BUDGET VARIANCE
TO

BUDGET
FAV/(UNFAV)

TOTAL CURRENT YEAR NET REVENUE/(LOSS) 209,706 (77,840) 131,866

PRIOR YEAR PAYMENTS

Prior Year Revenue 25,661 - 25,661
Prior Year Expense 9,655 - 9,655
Accounts Receivable Write-Offs (1,610)
(1,610)

TOTAL PRIOR YEAR INCOME/(LOSS) 17,616 - 17,616

TOTAL NET REVENUE 227,322 (77,840) 149,482

Notes:

JEstes
11/11/2020

9:44 AM

DFW Minority Supplier Development Council, Inc
Statement of Revenue and Expenses
Full Year Projection
As of October 31 2020

ACTUAL FULL YEAR 2020 VARIANCE 2019
YTD FORECAST APPROVED BUDGET ACTUAL

October 31, 2020 15,000 BUDGET TO AS
100,000 FORECAST 12/31/2019
14,000 30,000 FAV/(UNFAV)
92,250 1,200 199,647
REVENUE: 188,235 (15,000) (1) 22,250
Corporate Memberships - New 915 5,500 (99,647) (2) 141,750
Corporate Memberships- Renewal 188,235 49,679 130,000
Interest Income 244,500 (4,300) 4,762
NMSDC National Dues 49,679 - 58,235 163,004
NMSDC National Performance BONUS 226,271 55,000 260,525 49,679
MBE Certification Fees - Renewal-Local 24,000 (16,025) 45,804
MBE Certification Fees - New-Local 64,600 53,000 236,300
MBE Subscriber Fees-Renewal 18,190 8,150 24,000 2,000
MBE Subscriber Fees-New - - 46,952
Education Scholarship 8,150 7,500 21,150
Expedite Fees 3,000 - 650 16,250
Uncategorized 2,100 -
11,953 688,764 4,500 5,950
TOTAL REVENUE 676,343 (1,500) 4,343
714,672 708,515
(25,908)

EXPENSES 2,431 10,000 30,000 20,000 (3) 24,230
NMSDC Functions 2,046
15,000 15,000 15,000 - (3) 120
NMSDC Town Hall 500 1,500 1,000
Marketing 68,564 15,000 (3) 15,000
Software Maintenance 10,590 70,000 85,000 2,000 (3) 0
Training 16,000 18,000 3,000 (4)
Office Expense 3,886 2,000 85,747
Telecommunication 585 4,000 7,000 (4,160) 11,177
Catering Service 1,000 3,000 (1,000)
MBDA Office Catering 7,160 7,160 3,000 7,080
Board Installation 11,557 15,000 14,000 - 3,817
Credit Card Processing - 3,107
Cartage/Delivery 0 200 200 - 12,665
Outsourcing 50,000 60,000 60,000 -
Lease-Office Space 69,614 78,821 78,821 25,000 0
Lease-Equipment/Other 17,380 26,000 26,000 - 57,500
Education Scholarship 25,000 - 77,148
Insurance/Taxes 11,186 - 16,000 10,000 20,634
Professional Fees 57,443 16,000 75,000 -
Temporary Services 75,000 20,000 0
Salary 7,447 10,000 544,000 12,557
COVID-19 Reduction 447,992 544,000 71,889
(66,500) 1,021,521 20,029
TOTAL EXPENSES 714,335 948,681 527,293
(306,849)
NET CURRENT YEAR REVENUE/(LOSS) (37,992) (259,917) 72,840 952,039

46,932 (243,524)

TOTAL SPECIAL EVENTS REVENUE/(LOSS) 247,698 247,903 306,849 (58,946) (5) 313,763
TOTAL CURRENT YEAR NET REVENUE/(LOSS) 209,706 (12,014) - (12,014) 70,239

PRIOR YEAR PAYMENTS 25,661 - - - 35,555
Prior Year Revenue 9,655 - - 16,970
Prior Year Expense
Accounts Receivable Write-Offs (1,610) - 18,585
17,616
TOTAL PRIOR YEAR REVENUE/(LOSS)

TOTAL NET REVENUE 227,322 (12,014) - (12,014) 88,824

Notes:
(1) 2020 Budget was miscalculated based on incorrect data 2018-2019 actual projections..
(2) 2020 Budget was calculated based on initial projections from NMSDC. NMSDC updated (3rd time since our original budget) May 1, 2020 to current projections
(3) 2020 COVID-19 Issues Requires Organization to Further Manage Expenses.

(4) Paid venue with required minimums vs 2019 DFW Airport donated space and 65% catering reduction due to ulitizing DFW MSDC MBE Caterer.
(5) Current YTD Special Events Forecast Primary Budget Reduction of ACCESS by $67,000.

JEstes
11/11/2020

9:44 AM

DFW Minority Supplier Development Council, Inc
Statement of Special Event Funds
10/31/20

For the Ten Months Period Ended October 31, 2020 Awards Golf & Hard Hat Annual MBEIC QUARTERLY BTTBU BTTBU ACCESS Top Total CARES
Banquet Tennis Meeting BUYERS Breakfast Scholarship Golf MBDA (4/1/2020- 6/1/2020-
2020 FORECAST Classic
2020 ORIGINAL BUDGET LUNCHEON 10/31/2020 10/31/2020
Funds Received
Event fees 63,050.00 0.00 62,071.00 0.00 635.00 785.00 0.00 5,000.00 116,362.00 0.00 247,903.00
Grants 115,849.00 12,000.00 - (500.00) (6,000.00) (1500.00) 0 135,000.00 0.00
Discount Packages 52,000.00 - 635.00 106,041.00 306,849.00
Accounts Receivable 785.00 - 5,000.00 - -
66,090.00 84,750.00 - 178,551.00 190,000.00 70,000.00
Total funds received 785.00 - 5,000.00 1,415.00 -
Disbursements 63,050.00 15,650.00 -
Event expense 63,050.00 4,730.00 - - - 192,206.00 163,450.00
- - 635.00 75,844.00 6,145.00 190,000.00 70,000.00
Total disbursements 86,470.00 -- - 131,131.00 63,322.00
Excess Funds Over -- - 75,844.00
348,146.00 -- 63,322.00
Disbursements 24,604.00 - 131,131.00
YTD Budget
YTD Favorable (Unfavorable) 2020 24,604.00 100,448.00
--
YTD Actual 2019
100,448.00

63,050.00 - 61,866.00 - 635.00 785.00 - 5,000.00 116,362.00 - 247,698.00 58,869.00 6,678.00

63,050.00 - 61,866.00 635.00 785.00 - 116,362.00 -
412.00
143,985.00 12,058.00 51,815.00 (4,037.00) (15,920.00) (4,772.00) 0.00 128,921.00 (2,149.00)

JEstes
11/11/2020

9:44 AM

DFW Minority Supplier Development Council, Inc
Balance Sheet

at October 31, 2020

As of As of As of
10/31/2020 12/31/2019 12/31/2018

ASSETS 25,845
109,772
CURRENT: 25,845 25,845
CASH-SPECIAL-BANK OF TEXAS 0 0 (454)
INVESTMENT/BANK OF TEXAS 410,803
CASH-OPERATING-BANK OF TEXAS 888,690 86,028 202,231
CASH-SWEEP-BANK OF TEXAS 0 435,397
CASH-COMERICA BANK MONEY MARKET 202,508 24,525
CASH-COMERICA BANK CHECKING 202,732 154,434
CASH-VERITEX FORMERLY GREEN BANK MONEY MARKET 24,525 24,525
CASH -REGIONS BANK 156,068 53,197
INVESTMENT-REGIONS BANK 156,323 81,408
CASH-CHASE CHECKING 53,197 53,197 71,982
CASH-CHASE CHECKING II 81,408 81,408 12,541
CASH-PLAINSCAPITAL BANK MONEY MARKET 71,873 71,868 77,209
CASH-CAPITALONE-CHECKING 12,541 12,541
CASH-CAPITALONE-SAVING 27,422 27,347 -
INVESTMENT-CAPITALONE CD 4,917 43,992 -
INVESTMENT-PLAINSCAPITAL BANK 50,712 50,235
PETTY CASH 100,000 -
ACCOUNTS RECEIVABLE-MBDA 100,000 150
ACCOUNTS RECEIVABLE-CARES 0 0 15,931
ACCOUNTS RECEIVABLE 150
150 11,197 -
DEPOSIT-2016 BTTBU BREAKFAST 0 70,450
DEPOSIT-2020 HARD HAT 0 0 1,310,024
DEPOSIT-2020 GOLF AND TENNIS 37,550
DEPOSIT 2020 ACCESS 6,145 1,419,856 -
DEPOSIT-2019 TOP GOLF (APRIL AND AUGUST) 1,706,480 -
DEPOSIT-2019 HARD HAT - -
PREPAID EXPENSES-TOWER CLUB 2,673 9,075 1,000
PREPAID EXPENSES-2020 AWARDS 11,625 2,673 7,811
7,284
3,906 0
0 3,906 -
0
0 1,318,835
8,100
2,833 48,796
-
TOTAL CURRENT ASSETS 1,732,784 1,438,343 -
-
FIXED ASSETS: 48,796 48,796 -
SOFTWARE-CSC
EQUIPMENT & FURNITURE PRE-1991 65,810 65,810 65,812
EQUIPMENT & FURNITURE -1999 68,058 68,058 36,561
EQUIPMENT, FURNITURE, & FIXTURE-POST 1999
FURNITURE & FIXTURES 2011 (78,429) (78,429) -
FURNITURE & FIXTURES 104,235 104,235 (66,797)
EQUIPMENT & COMPUTERS 84,372
COMPUTER EQUIPMENT 2014 1,837,019 1,542,578
LESS: ACCUMULATED DEPRECIATION 1,403,207

TOTAL ASSETS 226,818
62,404
LIABLITIES & FUND BALANCE 0
0
LIABILITIES 409,351 373,355 0
33,502 56,813
PREPAID FEES/DUES 66,500 0 1,138,100
ACCOUNTS PAYABLE 5,000 0 (24,115)
NOTES PAYABLE-COVID-19 PPP ($66,500) 0
NOTES PAYABLE-SBA EIDL ADVANCE 150,000 1,403,207
NOTES PAYABLE-SBA EIDL LONG-TERM 1,013,335
FUND BALANCE: 945,334 99,075 1,403,207
227,332
BEGINNING FUND BALANCE 1,837,019 1,542,578
NET REVENUE/(LOSS)
1,837,019 1,542,578
TOTAL LIABILITIES & FUND BALANCE

Footnotes:

James Earl Estes
Date

9:44 AM]

Dallas/Fort Worth Minority Supplier Development Council, Inc
List of Financial Institutions
2020

10/31/2020 MATURITY DATE CD/ACCT # APY

CASH--BANK OF TEXAS 25,845
CASH-OPERATING-BANK OF TEXAS
888,690
CASH-COMERICA BANK MONEY MARKET
CASH-COMERICA BANK CHECKING 914,535
INVESTMENT-COMERICA BANK
202,732
CASH-CHASE CHECKING
CASH-CHASE CHECKING II 24,525

INVESTMENT/REGIONS BANK -
CASH-BUSINESS MONEY MARKET
CASH -REGIONS BANK 227,257

CASH-PLAINSCAPITAL BANK MONEY MARKET 71,873

CASH-GREEN BANK MONEY MARKET 12,541

CASH -CAPITALONE CHECKING 84,414
CASH-CAPITALONE SAVINGS
INVESTMENT/CAPITALONE CD 50,241

31,167

53,197

134,605

27,422

27,422

156,323

156,323

4,917

50,712 ONGOING 8286858859 .80
1248189961 1.98%
100,000 12/13/2020

155,629

1,700,185

j estes
11/11/2020

9:44 AM

Dallas/Fort Worth Minority Supplier Development Council, Inc
Receivables Average DOS Report
2020

Name Amount 1-30 2020 61-90 91-120 121-Over
2020 HARD HAT 4,730.00 0.00 0.00 0.00 4,730.00
2020 ACCESS 1,415.00 0.00 31-60 0.00 0.00 0.00
6,145.00 0.00 0.00 0.00 0.00 4,730.00

1,415.00
1,415.00































Dallas/Fort Worth Minority Supplier
Development Council, Inc
2020 Budget

2020 2020 Revised 2020 2020 2020 2020
Approved Forecast 2020 C0VID-19 COVID-19 COVID-19 COVID-19
Forecast Forecast Forecast Forecast
Budget Forecast
20% 50% 75% 50%
Scenario Scenario Scenario Scenario
With No
Events

REVENUE: 30,000 30,000 15,000 24,000 15,000 7,500 15,000
Corporate Memberships - New 199,647 141,000 100,000 112,800 70,500 35,250 70,500
Corporate Memberships- Renewal Miscalculated s/b $141K
Interest Income 5,500 5,500 2,012 5,500 5,500 5,500 2,750
NMSDC National Dues 130,000 156,000 133,000 156,000 156,000 156,000 156,000
NMSDC National Performance BONUS
MBE Certification Fees - Renewals 0 0 49,679 208,420 130,260 65,135 130,260
MBE Certification Fees - New 260,525 260,525 244,500 42,400 26,500 13,250 26,500
MBE Subscriber Fee - New 5,500 3,500 3,500
MBE Subscriber Fees - Renewals 53,000 53,000 55,000 19,200 12,000 1,750 12,000
Education Scholarship 7,500 7,500 24,000 0 0 6,000 0
Expedite Fees 4,500 4,500 700
Unclassified 24,000 24,000 7,500 0
0 4,500
TOTAL REVENUE 4,500 3,000
4,500
EXPENSES
NMSDC Functions 714,672 682,025 633,691 578,320 423,760 294,885 417,210
Software Maintenance
Training 30,000 18,000 10,000 14,400 9,000 4,500 9,000
Office Expense 15,000 15,000 15,000 15,000 15,000 15,000 15,000
Telecommunication
Catering 1,500 1,500 500 1,500 1,500 1,500 1,500
MBDA Office Catering 85,000 70,000 66,000 70,000 70,000 70,000 70,000
Board Installation 18,000 18,000 16,000 18,000 18,000 18,000 18,000
Credit Card Processing
Cartage Construction 7,000 5,000 4,000 5,000 5,000 5,000 0
Outsourcing 3,000 1,500 1,000 1,500 1,500 1,500 0
Lease-Office Space 3,000 7,100 7,100 7,100 7,100 7,100 7,100
Lease-Equipment/Other 14,000 14,000 15,000 11,200 7,000 3,500 7,000
Education Scholarship 200
Insurance/Taxes 200 200 200 200 200 200 60,000
Professional Fees 60,000 60,000 60,000 60,000 60,000 60,000 78,821
Temporary Services 78,821 78,821 78,821 78,821 78,821 78,821 26,000
Salary 26,000 26,000 26,000 26,000 26,000 26,000 0
25,000 25,000 16,000
TOTAL EXPENSES 16,000 16,000 0 0 0 0 75,000
75,000 75,000 16,000 16,000 16,000 16,000 10,000
NET CURRENT YEAR REVENUE/(LOSS) 20,000 20,000 75,000 75,000 75,000 75,000 544,000
544,000 544,000 18,000 20,000 20,000 20,000 937,621
SPECIAL EVENTS 1,021,521 995,121 544,000 544,000 544,000 544,000
Hard Hat 952,621 963,721 954,121 946,121 (520,411)
Access (306,849) (313,096)
Golf & Tennis Classic (318,930) (385,401) (530,361) (651,236)
Awards Banquet
Top Golf 52,000 52,000 62,071 52,000 52,000 52,000 52,000
BTTBU 135,000 135,000 68,000 108,000 67,500 33,750 0
BTTBU-Scholarship 0
MBEIC 12,000 12,000 8,000 9,600 6,000 3,000 0
QTR Luncheon 115,849 115,849 80,000 92,679 57,925 28,962 0
0
TOTAL SPECIAL EVENTS 0 0 0 0 0 0
(1,500) (1,500) 1,500 (1,500) (1,500) (1,500) 0
TOTAL NET REVENUE/(LOSS) 5,000 0
(500) (500) 1,135 (500) (500) (500)
(6,000) (4,000) 6,785 (3,200) (2,000) (1,000) 52,000

306,849 308,849 232,491 257,079 179,425 114,712

0 (4,247) (86,439) (128,322) (350,936) (536,524) (468,411) James Earl Estes
9/23/2020
1:53 PM

Dallas/Fort Worth Minority Supplier
Development Council, Inc
2020 Budget

YEARS CURRENT FUNDS ON HAND $1,400,000 WOULD 11 4 2 1/2 3
SUPPORT

Note:
20% Scenario with No Events =Net Revenue Loss of $327,801, Cash Flow coverage period 4 years
75% Scenario with No Events =Net Revenue Loss of $585,661, Cash Flow coverage period 2 years

James Earl Estes
9/23/2020
1:53 PM

BYLAWS
DALLAS FORT WORTH MINORITY BUSINESS COUNCIL, INC.

dba The Dallas Fort Worth Minority Supplier Development
Council

(TEXAS NON-PROFIT CORPORATION)

ARTICLE I

GENERAL

Section 1.01 Name. The name of the corporation shall be Dallas Fort Worth Minority
Business Council, Inc., dba Dallas Fort Worth Minority Supplier
Development Council, hereinafter referred to as the Corporation.

Section 1.02 Principal Offices. The principal offices of the Corporation shall be
located in the State of Texas.

Section 1.03 Registered Office and Registered Agent. The Corporation shall have and
continuously maintain in the State of Texas a registered office and a
registered agent whose office is located in such registered office. The
registered office may be, but need not be; identical with the principal office
of Corporation in the State of Texas, and the address of the registered office
may be changed from time to time by the Board of Directors.

Section 1.04 Principal Area of Service. The principal area of service by the Corporation
shall be as prescribed by the National Minority Supplier Development
Councilthe North Texas region.

Section 1.05 Objectives. The primary objectives of the Corporation shall be to provide a
means for identifying and certifying businesses which are owned, operated,
managed, and controlled by minorities, (“Minority Business Enterprises” or
“MBEs”), to assist with development and enhancement of capabilities,
competency and competitiveness of MBEs and to promote business
relationships between and among MBEs and

other businesses (“Private Sector Businesses”) and governmental and quasi-governmental
entities (“Public Agencies”).

Section 1.06 Limitation of Methods. The Corporation shall be a non-profit corporation
organized and operated exclusively for non-profit purposes as prescribed by
Internal Revenue Code Section 501 (c) (3). The Corporation is, non-
partisan, and non-sectarian, and shall take no part in or lend its influence or
facilities, either directly or indirectly, to the nomination or election of any
candidate for City, County, State, or Federal office.

ARTICLE II

MEMBERSHIP AND CERTIFIED MBES

Section 2.01 Eligibility. The Members of the Corporation shall be Private Sector
Businesses and Public Agencies which subscribe to the purposes of the
Corporation as set forth in its Articles of Incorporation and have been admitted
to the Corporation as Members by resolutions duly adopted by the Board of
Directors of the Corporation. The Certified MBEs of the Corporation shall be
businesses which are owned, operated and controlled by minorities (each a
“Certified MBEs”) and which subscribe to the purposes of the Corporation as
set forth in its Articles of Incorporation and have been admitted to the
Corporation as a Certified MBEs by resolutions duly adopted by the Board of
Directors of the Corporation.

Section 2.02 Dues. The Board of Directors may from time to time determine the amount
of assessments, fees or dues, if any, needed by and payable to the
Corporation by the Members and Certified MBEs thereof.

Assessments, fees and dues payable to the Corporation need not be uniform for all
Members and Certified MBEs, and the criteria to be used for purposes of
determining the amount of assessments, fees or dues payable by any
Member and Certified MBEs shall be determined by the Board of Directors.

Section 2.03 Voting Rights. Each corporation Member or Certified MBE shall advise the
Corporation in writing of their its empowered delegate to exercise their its
vote at the time each is admitted as a Member or Certified MBEs of the
Corporation and shall advise the Corporation in writing of any change thereof.
Each Member
and Certified MBEs shall be entitled to one vote on each matter submitted to
a vote of the Members and Certified MBEs.

Section 2.04 Termination of Membership. A Member may resign at any time by
delivering a letter of resignation to the Chair or the Secretary of the
Corporation, and said Member’s name shall be removed from the register of
Members upon such resignation. The Board of Directors, by affirmative vote
of two-thirds (2/3) of all members of the Board of Directors, may suspend or
expel a Member with or without cause after an appropriate hearing and may,
by a majority vote of those present at any regularly constituted meeting, or
special meeting properly called, terminate the membership of any member
or suspend or expel any member for cause. Membership in the Corporation
is not transferable or assignable.

Section 2.05 Termination of Certified MBEs. The Board of Directors, by affirmative vote of
two-thirds (2/3) of all members of the Board of Directors, may deny services to
a Certified MBEs with or without cause after an appropriate hearing and may,
by a majority vote of those present at any regularly constituted meeting, or
special meeting properly called, terminate the membership of any Certified
MBEs or suspend or expel any member for cause. Certified MBEs affiliation
with the Corporation is not transferable or assignable.

ARTICLE III

MEETINGS

Section 3.01 Annual Meeting. An Annual Meeting of the Members and Certified MBEs
shall be held during the fourth quarter of each calendar year, with specific

date, time and place to be set by the Chair of the Board of Directors. If the
election of members of the Board of Directors shall not be held on the day
designated for a regular meeting held in December, or

at any adjournment thereof, the Board of Directors shall cause the election to be held in Commented [MK1]: Moved to 4.02 for clarity.
accordance with the Nominating Policy of the Corporation and the official
Charter of the Nominating Committee, which will be maintained in the official
books and records of the Corporation.

Section 3.02 Special Meetings. Special meetings of the Mmembers and Certified MBE’s
may be called by the Chair of the Board of Directors, by the majority of the
Board of Directors or by the Secretary upon written request of not less than
one- tenth (1/10) of the Mmembers and Certified MBE’s having voting rights.

Section 3.03 Notice of Meetings. Notice stating the place, day and hour of any meeting
of Mmembers and Certified MBEs shall be delivered, either personally, by
mail, or by electronic mail, or facsimile, to each Mmember or Certified MBEs
entitled to vote at such meetings, not less than seven (7) business days before
the date of such meeting, by or at the direction of the Chair, or the Secretary
or the Officers or persons calling the meeting. In case of a special meeting or
when required by the Texas Non-Profit Corporation Act (the “Act”) or these
Bylaws, the purpose or purposes for which the meeting shall be called shall
be stated in the notice. If mailed, the notice of a meeting shall be deemed to
be delivered when deposited in the United States mail addressed to the
Mmember or Certified MBEs at his the address as it appears on the records
of the Corporation, with postage thereon prepaid.

Section 3.04 Place of Meetings. The Board of Directors may designate any place, either
within or without the State of Texas, as the place of meeting for any annual or
any special meeting of the Members and Certified MBEs called by the Board
of Directors. If no designation is made or if the special meeting be otherwise
called, the place of the meeting shall be the principal office of the Corporation
in the State of Texas, provided, however, if all of the Members and Certified
MBEs of the Corporation shall meet at any time and place, either within or
without the State of Texas, and shall consent to the holding of the meeting,
such meeting shall be valid without call or notice.

Section 3.05 Quorum. The presence of any meeting of Members and Certified MBEs
entitled to cast ten percent (10%) of the votes of the Corporation represented
in person or by proxy shall constitute a quorum at meetings of the Members
and Certified MBEs and any business may be transacted. If, however, a
quorum shall not be present at any meeting of the Members and Certified
MBEs, the Members and Certified MBEs present shall have power to adjourn
the meeting, without notice other than announcement at the meeting, until
quorum shall be present.

Section 3.06 Proxies. At any meeting of the Members and Certified MBEs, a Member or
Certified MBEs entitled to vote may vote by proxy executed in writing or by
electronic mail sent by the Member or Certified MBEs. No proxy shall be valid
after six (6) months from the date of its execution, unless otherwise provided
in the proxy and approved by the Board of Directors.

Section 3.07 List of Members and Certified MBEs. The President of the Corporation or
agent having charge of the Corporate books shall make, at least seven (7)
business days before each meeting of Members and Certified MBEs, a
complete list of Members and Certified MBEs entitled to vote at such meeting
or any adjournment thereof, arranged in alphabetical order, with the address
of each, which and such lists, for a period of seven (7) business days prior to
such meeting shall be kept on file at the principal office of the Corporation and
shall be subject to inspection by any Member or Certified MBEs at any time
during usual business hours for a period of seven (7) business days prior to
such meeting. Such list may also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any Members or
Certified MBEs during the whole timefor the duration of the meeting.

Section 3.08 Record Date. The Board of Directors may fix in advance a date, not
exceeding fifty (50) days preceding the date of any meeting of Mmembers
and Certified MBEs, as a record date for the determination of the Members
and Certified MBEs entitled to notice of, and to vote at, any such meeting,
and any adjournment thereof, and in such case such Members and Certified

MBEs and only such Members and Certified MBEs as shall be Members

and Certified MBEs of record on the date so fixed shall be entitled to such notice of, and to
vote at, such meeting and any adjournment thereof, notwithstanding any
change of membership on the books of the Corporation after any such record
dated fixed as aforesaid. Without a date fixed in advance by the Board of
Directors, the date of record will be the date of ballot distribution.

Section 3.09 Voting. When a quorum is present at any meeting, the vote of the holders
of a majority of the Members and Certified MBEs entitled to vote either in
person or by proxy at such meeting shall be the act of the Members and
Certified MBEs unless the vote of a different number is requested by the Act,
or the Articles of Incorporation or these Bylaws.

Notwithstanding the foregoing, the election of members of the Board of Directors by the
Members and Certified MBEs of the Corporation may be conducted by mail,
by electronic mail, by facsimile transmission, or by any combination of such
methods.

Section 3.10 Action by Unanimous Consent. Any action required by law to be taken at a
meeting of the Members and Certified MBEs or aAny action which may be
taken at a meeting of the Members and Certified MBEs, whether required by
law or otherwise, may be taken without a meeting if a consent in writing setting
forth the action so taken shall be signed by all of the Members and Certified
MBEs entitled to vote with respect to the subject matter thereof.

ARTICLE IV

BOARD OF DIRECTORS

Section 4.01 Authority. The business and affairs of the Corporation shall be managed
under the direction of its Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not
prohibited by the Act or by the Articles of Incorporation or by these Bylaws.

Section 4.02 Number, Tenure and Qualification. The number of directors serving on the
Board of Directors of the Corporation (each a “Director”) shall not exceed
twenty-three (23): sixteen (16) Ddirectors (16) shall be representatives of the
corporate membershipMembers and seven (7) shall be representatives from
Certified MBEs, one of whom shall be the Chair of the Minority Business
Enterprise Input Committee (MBEIC). The number of Ddirectors may be
increased or decreased from time to time by amendment of the Bylaws, but in
no case shall the number of Ddirectors be less than three (3). Except as
provided in Section 4.04, Tthe Ddirectors shall be elected at the regular
annual meeting of the Members and Certified MBEs held in the fourth quarter
of each year. Notwithstanding the foregoing,, Iif the election of members of
the Board of Directors shall not be held on the day designated for a regular
meeting held in Decemberat the annual meeting for any reason, or

at any adjournment thereof, the Board of Directors shall cause the election to be held in
accordance with the Nominating Policy of the Corporation and the official
Charter of the Nominating Committee, which will be maintained in the official
books and records of the Corporation. except as provided in Section 4.04 or
3.01 hereof, and Eeach Ddirector shall hold office until a successor is elected
and qualified. Eligibility for directorship shall extend to all Members and
Certified MBEs, in good standing, of the Corporation. The Ddirectors shall be
elected to serve for a term of three (3) years, with the exception of the Minority
Business Enterprise Input Committee Chair, who will serve as a Director for
as long as he or she serves as the duly elected Chair of the Minority Business
Enterprise Input Committee and will serve as a member of the Board of
Directors beginning January 1 following the Minority Business Enterprise
Input Committee elections. Certified MBE Directors shall be limited to two (2)
consecutive terms.

Section 4.03 Management. The Executive Committee of the Board of Directors will employ
a President of the Corporation and fix the salary and other considerations of
employment. A two-thirds (2/3) vote of a duly constituted quorum of the Board
of Directors is necessary to discharge the President. The President shall be
the cChief operating executive officer and shall serve as advisor to the Chair.

The President shall research and prepare special reports as directed by the
Chair. With the assistance of the Board of Directors and all committee chairs,
the President shall be responsible for administration of the programs and
activities of the Corporation in accordance with the policies and regulations of
the Board of Directors.

The President shall be responsible for hiring, discharging, directing, and supervising all
Corporation employees.

Section 4.04 Vacancies. Any vacancy occurring in the Board of Directors may be filled by
the affirmative vote of a majority of the remaining dDirectors though less than
a quorum of the Board of Directors, and in accordance with the Nominating
Policy of the Corporation, if applicable. A Ddirector elected to fill a vacancy
shall be elected for the unexpired term of his or her predecessor in office. Any
directorship to be filled by reason of an increase in the number of Ddirectors
shall be filled at a regular membership meeting or at a special meeting of the
Members and Certified MBEs entitled to vote and called for that purpose.

Section 4.05 First Meeting. The first meeting of each newly elected Board of Directors
shall be held in the month of January of each year. Subsequent meetings of
the Board of Directors shall be held at least bi-monthly at a time and place to
be determined by the Board of Directors. During the first meeting, agenda
items should include a general review of the President’s performance and
duties, appointments to the various committees of the Corporation, and the
review of the Corporation’s policy. The official Corporation records shall be
delivered to the new administration.

Section 4.06 Special Meeting. Special meetings of the Board of Directors may be called
by the Chair and shall be called by the Secretary on the written request of two
thirds (2/3) of the Board of Directors. Written notice of special meetings of the
Board of Directors shall be given to each Director at least seven (7) days
before the date of the meeting. Neither the business to be transacted, nor the
purpose of any regular or special meeting of the Board of Directors, need be
specified in the notice or waiver of such meeting.

Section 4.07 Notice of Meetings. The President shall give notice to each Ddirector of each
regular and special meeting of the Board of Directors. The notice

shall state the time and place of the meeting. Notice is given to a Ddirector when it is
delivered personally to the Ddirector, left at the Ddirector’s residence or usual
place of business, sent by mail to the Director’s address as it appears in the
records of the orCorporation, or sent by electronic mail, facsimile or telephone
at least seven (7) days before the time of the meeting. or, in the alternative,
by mail to the director’s address as it shall appear on the records of the
Corporation, at least seven (7) days before the time of the meeting. Unless
the Bylaws or a resolution of the Board of Directors provides otherwise, the
notice need not state the business to be transacted at or the purposes of any
regular or special meeting of the Board of Directors. No notice of any meeting
of the Board of Directors need be given to any Ddirector who attends or to
any Ddirector who waives such notice, in writing, provided such waiver shall
be executed and filed with the records of the meeting either before or after
the holding thereof, waives such notice. Any meeting of the Board of
Directors, regular or special, may adjourn from time to time to reconvene at
the same or some other place, and no notice need be given of any such
adjourned meeting other than by announcement.

Section 4.08 Action by Directors. The action of a majority of the Ddirectors present at a
meeting of the Board of Directors at which a quorum is present is the action
of the Board of Directors, unless a greater number is required by the Act, the
Articles of Incorporation or by these Bylaws. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business. If a quorum
shall not be present at any meeting of the Board of Directors, the Ddirectors
present at such meetingthereat may adjourn the meeting from time to time,
without notice other than an announcement at the meeting, until a quorum
shall be present. At any such adjourned meeting at which a quorum shall be
presentOnce a quorum is present, the previously adjourned meeting shall be
reconvened and, any business may be transacted which might have been
transacted at the meeting as originally notified. Any action required or
permitted to be taken at a meeting of the Board of Directors may be taken
without a meeting, if a majority of the Board of Directors consents to the action
by electronic mail or facsimile after receiving notice. The records of any votes
conducted via electronic mail or facsimile shall be filed with the minutes of

proceedings of the Board of Directors.

Section 4.09 Meeting by Telephone Conference. Members of the Board of Directors may
participate in a meeting by means of a telephone conference or similar
communications equipment if all persons participating can hear each other at
the same time. Participation in a meeting by these means constitutes
presence in person at a meeting.

Section 4.10 Compensation. Directors as such shall not receive any stated salaries for
their services, but by resolution of the Board of Directors a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each
regular or special meeting of the board; but, nothing herein contained shall
be construed to preclude any Ddirector from serving the Corporation in any
other capacity and receiving compensation therefore.

Section 4.11 Action by Unanimous Consent. Any action required by law to be taken at a
meeting of directors, or aAny action which may be taken at a meeting of
Ddirectors, whether required by law or otherwise, may be taken without a
meeting if a consent in writing setting forth the action so taken shall be signed
by all the Ddirectors.

Section 4.12 Removal of Directors. Any member of the Board of Directors may be
removed from office by the Board of Directors by a two-thirds (2/3) vote of the
entire board Board of Directors at a regularly scheduled meeting thereof for:
(a) being absent from two (2) consecutive meetings for reasons other than
illness or other emergency; (b) and for conduct unbecoming a Director; or
(c)member or for conduct which is prejudicial to the aims or repute of the
Corporation. Board of Director MembersDirectors not present at the meeting
where the vote is taken will be contacted by the Chair of the Board of Directors
and asked to submit an electronic vote for the record and minutes. Any
member Director expelled under the circumstances mentioned above, shall
have twenty (20) days, after notice of such expulsion has been given to the
memberDirector, to appeal such expulsion. Such an appeal shall be in writing
and shall be delivered to the Chair of the Board of Directors. After an expelled
member Director has tendered a timely appeal to the Chair, the President will

schedule a hearing within thirty (30) days after notice has been given to the
Chair.

Denial or loss of certification for Certified MBEs serving on the Board of Directors will
automatically result in removal from the Board of Directors.

Section 4.13 Resignation of Directors. Any Director may resign at any time by delivering
written notice to the Board of Directors, the Chair, or the Secretary of the
Corporation. Such resignation shall take effect when such notice is delivered
unless the notice specifies a later effective date.

Section 4.13 14 Ex-Officio Members of the Board of Directors. The Board of Directors may,
by majority vote of the Board, elect up to three (3) individuals to serve as Ex-
Officio Members of the Board of Directors. Ex-Officio Members will be elected
to one-year terms, and may serve consecutive terms upon board approval. Ex-
Officio Board members should have expertise, skill, or qualities that can benefit
and enhance the Council and the Board of Directors and must be in good
standing with the Council. A person elected by the Board of Directors as an
Ex-Officio member of the Board of Directors shall be entitled to notice of and
to attend meetings of the Board of Directors. Upon the recommendation of the
cChair and approval of the full Bboard of Directors, an Ex-Officio Member of
the Board of Directors shall be entitled to vote. Ex-Officio Board Members may
be representatives of the corporate membership of the Council Members or
Ccertified MBEs of the Council and are not included in the number of Directors
as provided in Section 4.02.

ARTICLE V
OFFICERS

Section 5.01 Election. The officers of the Corporation shall be elected by the Board of
Directors and shall be a Chair, one or more Vice Chairs (the number thereof
to be determined by the Board of Directors), a Secretary, a Treasurer, and
such other officers as may be elected in accordance with the provisions of this
Article V (each an “Officer”). In addition, the Minority Business Enterprise Input

Committee (“MBEIC”) Chair shall be an Oofficer of the Board. The Board of
Directors may elect or appoint such other Oofficers as it shall deem desirable,
and all such Oofficers will have the authority and perform the duties prescribed,
from time to time by the Board of Directors. Any two

(2) or more offices may be held by the same person, except the offices of Chair and Secretary.
The President serves the Board of Directors in an employed capacity, and is
a voting member of the Board of Directors and the Executive Committee.

Section 5.02 Term of Office. The Oofficers of the Corporation shall be elected annually by
the Board of Directors, in accordance with the Nominating Process detailed in
the Nominating Committee Charter. The recommended slate of Oofficers will
be presented to the Board of Directors by the Nominating Committee in
accordance with the Nominating Process detailed in the Nominating
Committee Charter. The new Oofficers will assume office January 1. With the
exception of the MBEIC Chair, who shall serve a two (2) year term, Eeach
Oofficer shall hold office for one (1) year or until a successor shall have been
duly elected and shall have qualified. The Board of Directors may remove an
oOfficer at any time, with or without cause, whenever it is judged to be in the
best interest of the Corporation and voted by a two-thirds (2/3) vote of a duly
constituted quorum of the Board of Directors. The Board of Directors may fill
a vacancy which occurs in any office for the unexpired portion of the term. Any
officer may resign at any time by delivering written notice to the Corporation.
Unless the written notice specifies a later effective time, the resignation shall
be effective when the notice is delivered to the Board of Directors, the Chair,
or the Secretary of the Corporation.

Section 5.03 Duties of Officers.

a. Chair. The Chair shall preside at all meetings of the Members and
Certified MBEs. The Chair may sign, with the Secretary or any other proper
oOfficer of the Corporation authorized by the Board of Directors, any
deeds, mortgages, bonds, contracts or other instruments which the Board
of Directors have authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board
of Directors or by these Bylaws or by the Act to some other oOfficer or
agent of the Corporation; and in general, the Chair shall perform all duties
incident to the office of Chair and such other duties as may be prescribed

by the Board of Directors from time to time. The Chair shall, assign
members of the Board of Directors to Corporation committees and as
representatives of the Corporation to various organizations and functions.
The Chair shall, with the advice

(a) and counsel of the Board of Directors, determine all committees, may
select all committee chairs, assist in the selection of committee
personnel, and assist the committees in determining their activities.

(b)(a) The Chair shall, with the advice and counsel of and in conjunction
with the President, be alert to assure that the activities of the
Corporation are directed toward achieving the goals, policies and
purposes of the Corporation.

(b) Vice Chair. In the absence of the Chair or in the event of his inability
or refusal to act, the Vice Chair, or in the event there be more than one
Vice Chair, the Vice Chairs in order of their election, shall perform the
duties of the Chair, and when so acting shall have all the powers of
and be subject to all restrictions upon the Chair. Any Vice Chair shall
perform such other duties as from time to time may be assigned by the
Chair or the Board of Directors.

(c)
(c) Secretary. The Secretary and by delegation, the President or other

designated member of the Board of Directors shall keep the minutes of
the meetings of the Mmembers and Certified MBEs and of the Board
of Directors; give all notices in accordance with the provisions of these
Bylaws or as required by law; be custodian of the corporate records;
keep a register of the post office address of each Mmember and
Certified MBE which shall be furnished to the Secretary by each
mMember and Certified MBE; and in general perform all duties incident
to the office of Secretary and other duties as from time to time may be
assigned by the Chair or the Board of Directors.

(d)

(d) Treasurer. The Treasurer and by delegation, the President

shall have charge and be custodian of and be responsible for all funds

and securities of the Corporation, receive and give receipts for monies

due and payable to the Corporation from any source whatsoever, and

deposit all such monies in the name of the Corporation in such bank,

trust companies or other depositories as shall be selected in
accordance with the provisions of the Bylaws; and in general perform
all duties from time to time may be assigned by the Chair or the Board
of Directors.

(e)
(f) President. The President shall be the principal chief operating

executive officer of the Corporation and shall in general supervise and
control all of the