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DIRECTORS’ MEETING
DIXON HISTORICAL CEMETERY ASSOCIATION

The directors’ meeting was called to order by Will Cardwell at 10:05 a.m. at the cemetery. Present were Aubrey Booth, Ed Booth, Will Cardwell, Jim Henderson, Charlie Martin, Gladys Martin, Austin Quick, and Sally Ware. Mr. Hamilton joined the group somewhat later.

Will Cardwell, president, reported the good news that all documents regarding the corporation’s ownership of the Dixon Cemetery are signed and recorded. A picture was taken of Mr. Gilliam being presented a resolution regarding his generous gift to the organization when he signed the approved plats on September 12th.

The Deed of Gift from Mr. Hamilton and Mr. Gilliam’s LLC was given to Aubrey Booth for safekeeping with other records of the organization.

Will Cardwell read the draft of a letter to Randy Nelson, attorney, thanking him for his work on behalf of the Dixon Historical Cemetery Corporation, and his willingness to serve as the corporation’s registered agent. All directors liked and approved the letter, as written, which will be sent to Mr. Nelson, and will be put into the form of a framed resolution much like the resolutions presented to Mr. Gilliam and Mr. Hamilton.

Instead of sending out a letter for fundraising, Will Cardwell suggested that he would like the directors to start researching more specific ways of fundraising and the possibility of attracting grant money. There is recognition that the organization needs to be very specific about its priorities. Mr. Nelson has instructed Will Cardwell on filing for the corporation’s 50l(c)3 status. Will’s follow through on gaining this IRS status will be essential in finding future grant money. Gladys Martin has already talked to Nina Thomas, president of Campbell County Historical Society, about fundraising and grant writing. There can be follow-up with her at the appropriate time. In addition, the names of Jane White (former Executive Director) and Ted Delaney (current Executive Director) of Old City Cemetery in Lynchburg were mentioned in connection with ideas and follow-up for fundraising and grant writing. Sally Ware said she would begin the research on this project.

Discussion then moved to the fall clean-up of the cemetery and the setting of initial priorities for clean-up. Dates for the Fall Clean-up/Workdays were confirmed as follows: October 28, November 4, November 11, and November 18.

Austin Quick noted that there is a critical need to get additional help for the physical clean-up of the cemetery, and for setting priorities for each clean-up day. He suggested the following as priorities for the first clean-up and there was unanimous agreement:

• Burn the brush pile.
• Clear brush from the fence line. Placement of fencing needs to be a first priority in order to prevent cattle from destroying right-of-way and future road grading.
• Begin interior clean-up of cemetery.
• Decide what trees need to be taken out that are obstructing maintenance of the cemetery.
• Other priorities and phases that came up in discussion will be determined as the work progresses, including signage, disclaimers, etc.

The meeting was adjourned at 11:30 a.m.

Respectfully submitted,
Sally Ware, recorder

Present: Steve Driskill; Amelia Driskill; Mary Gough; Connie Nichols; Jimmy Hamilton; Jim Henderson; Will Henderson; Austin Quick; Carlton Gough; Ann Burnette; Mark Day; Revely B. Carwile, Jr.; Bob Ware; Sally Ware; Charlie Martin; Gladys Martin; Ed Booth; Aubrey Booth; Will Cardwell.
The annual meeting of the DHCA was called to order at 2:30 PM by Will Cardwell, President, who welcomed all in attendance.

A prayer was offered by Charlie Martin to open the meeting.
Aubrey Booth read a resolution of thanks to honor James E. Hamilton, for volunteer work to assist DHCA and for his donation of land for improved access to the cemetery, with honorary lifetime membership hereby bestowed upon Mr. Hamilton. All in attendance joined to applaud and to honor Mr. Hamilton.
Aubrey Booth read a resolution of thanks to honor Glover D. Gilliam, for volunteer work to assist DHCA and for his donation of land for improved access to the cemetery, with honorary lifetime membership hereby bestowed upon Mr. Gilliam. Mr. Gilliam was not in attendance; the certificate will be delivered to him soon.

Will Cardwell informed the group that the deeds for conveyance of parcels for improved access have been prepared. One is being signed today, the second will be completed within a few days. Will expressed his thanks to Campbell County Historical Society for allowing DHCA to use their meeting room.
Mary Gough, as a representative of CCHS, informed the group of a coming event, to which the public is invited to attend. On Oct. 22, 2017, at 2:30 PM, the CCHS is hosting Mr. Ken Farmer, well known as an appraiser on the PBS television show, “Antiques Roadshow.” Members were invited to submit items for appraisals by Mr. Farmer. The fee will be $ 25 per item to be appraised; anyone interested would need to submit a digital image of the item and its description, with the fee, by Oct. 1. Mr. Farmer will do some research prior to the event (limited to approx. 20 items). Each person bringing items for appraisals would be given an appraisal by Mr. Farmer, who will select five or six of the items for discussion to the group for the program.

Minutes of the November 6, 2016 meeting were distributed by Austin Quick. Will Henderson offered a motion to accept the minutes as written, seconded by Austin Quick, which was carried by all in attendance.

A Nominating Committee report was provided by Sally Ware, committee chair. Other members of the Nominating Committee were Jim Henderson and Amelia Driskill, who met together at the end of August at the home of Will and Dolly Cardwell. To fill the places of three members of the Board of Directors whose staggered, one-year term has ended, the committee nominated Ed Booth, Connie Nichols, and Will Henderson. The slate was opened for any additional nominations from the floor, of which there were none. Gladys Martin called for the nominations to be closed. The vote was unanimous to accept the slate of three new members to the Board of Directors, for 3-year terms.
Will Cardwell provided a recap of the status of DHCA and its future plans. Will explained our lawyer had recommended revisions to our bylaws, to change DHCA from a trust or LLC to an incorporated entity, in order to meet the requirements for DHCA to be eligible to be a 501c3 corporation as defined by the Internal Revenue Service.

Will described the progress toward completion of deed conveyances for parcels of land to improve access to Dixon Cemetery and an improved right- of- way.

Will told the group that four cemetery cleanups are scheduled for October – November, 2017, and two cleanups scheduled to take place sometime in the spring of 2018. Will noted that Gladys Martin has compiled photo albums of the cemetery and the volunteers working there.
Aubrey Booth, Treasurer, provided a Treasurer’s Report. The Dixon Cemetery Fund balance is $5774.21. Aubrey noted a recent expenditure of $ 100 to the State Corporation Commission and that the DHCA website has been paid for, through the next three years. Aubrey stated the books of DHCA are open to any member of DHCA who wishes to review them.

Will Cardwell distributed a calendar with projected milestones. Discussion was initiated regarding the budget. It is anticipated that expenditures for Phase I, to begin work with the entry driveway, will total $ 1000.

Will Cardwell noted one estimate to complete the driveway was for a cost of $ 4000. This included the costs of hauling heavy equipment, fees to VDOT as a deposit and for a license for connection of the driveway and installation of a culvert. Discussion included that DHCA may need to install a second culvert at the point where the entrance driveway moves uphill. Additional estimates are being sought, including local contractors to help hold down costs.

Sally Ware discussed the need for priorities- based planning, to be set at a meeting of the board of directors. Various needs would be discussed and prioritized, such as the culvert, the driveway ramp, a fence and gates to separate the cemetery parcels from adjacent pastures, and seeding necessary to prevent erosion.
Gladys Martin offered a motion to approve the budget, with a modification to authorize spending of up to $ 2000, an increase from the $ 1000. Discussion included this would authorize the spending of up to $2000 to meet priorities of Phase I, in the event costs exceeded the forecast $ 1000, and would save time by precluding the need for additional meetings to authorize an increase. Sally Ware seconded this motion which passed without opposition.
Will Cardwell and Steve Driskill distributed copies of the DHCA articles of incorporation. Revisions were to correct errors with Aubrey Booth’s zip code and Will Henderson’s mailing address. Discussion included the revisions necessary to change from an LLC to an incorporated group per the lawyer’s recommendations. Aubrey Booth made a motion to accept the revised articles of incorporation. This was seconded by Sally Ware and was passed unanimously.

Discussion was held regarding the revised bylaws. Bob Ware noted on page 7, article 12, the need to change the word “association” to “corporation, also an issue at the 1st and 4th lines of article XI, at any similar part of the document. Will Cardwell proposed that the revised bylaws be further revised with these two changes: (1)replace Article IV Section 1 with: “be any person who submits a written request for membership, pays their dues or is voted a member by the membership, and complies with the provisions of these Bylaws.” and (2) replace Article IX Section 2 Part A with: “Membership dues for a fiscal year shall be determined by the Directors, normally at the Spring meeting of the preceding fiscal year, but no later than 21 days before the Annual Meeting of the fiscal year to which the dues apply.

Mark Day asked for further discussion of page 6 regarding dues categories and types of membership.
There was discussion of ‘group membership,’ by other organizations, as members of DHCA, but without a vote. The concensus was to take this issue under advisement with no bylaws changes at this time concernng possible group or organizational memberships.
Aubrey Booth offered a motion to accept the revised bylaws as written, with the wording changes from “association” to “corporation” as needed, and with Will Cardwell’s two revisions. This was seconded by Bob Ware and passed unanimously.

Discussion was held to set the dues, for the period from September 1, 2017 to August 31, 2018. The amount of dues to be set as $ 25 per individual and $ 35 per family, with a maximum of two votes per family. Steve Driskill offered a motion to accept these dues rates for the coming year. Seconded by Sally Ware, the motion was passed.

Will Cardwell then read the list of committees and committee chairperson appointments: Bylaws Committee (Sally Ware); Grounds & Maintenance Committee (Jim Henderson & Austin Quick); History & Genealogy Committee (Amelia Driskill); Webmaster (Justin Barricks); and the ad hoc Hospitality Committee (Dolly Cardwell). Will noted that Aubrey Booth will appoint members to the Finance Committee.

Will Cardwell led discussion of the calendar and milestones.
The board of directors will meet at the Dixon Cemetery to walk the ground and set priorities for Phase I work. Weather permitting, this meeting was set for Tuesday morning, September 19 at Dixon Cemetery.
Will discussed the need for a fundraising letter with photos of the cemetery, work being done. Discussion involved this project to be an action item for the spring 2018 meeting of the board of directors.

It was noted to add to the 2018 calendar the spring cleanup date(s), as a date to be determined.
There being no further business, Will Cardwell adjourned the meeting and invited all in attendance to enjoy fellowship and the light refreshments provided.

Submitted by: Revely Carwile, Jr. Secretary

Present: William R. Cardwell, Dolly Cardwell, Amelia Driskill, Steve Driskill, Aubrey Booth, Ed Booth, Austin Quick, Will Henderson, Jim Henderson, Bob Ware, Sally Ware, Connie Nichols, James Hamilton, Gladys T. Martin, Charlie Martin, Mary Gough, Revely Carwile, Jr., and Mary Ann Carwile (guest).

Will Cardwell, President welcomed all in attendance and called to order the called membership meeting. Will asked if anyone present would volunteer to take minutes, that Revely Carwile, Jr. was on his way. Sally Ware volunteered to take minutes until Revely Carwile, Jr. arrives. (Revely arrived while Aubrey Booth was beginning to discuss the Treasury and budget).
The meeting minutes of the September 18, 2016 organizational meeting were read. One revision was requested, to list the names of those in attendance before the first paragraph. The minutes then were approved as amended.

Will Cardwell discussed this meeting was to review the bylaws of the DHCA, dated September 18, 2017, which were distributed. These bylaws needed revision to establish membership terms, to review DHCA finances, and to establish a dues structure.

Aubrey Booth, Treasurer, discussed the state of finances from the Dixon cemetery treasury, which now is a little above $ 5000.00. Aubrey summarized estimated costs for installation of a gravel driveway into the Dixon Cemetery on a right of way or land anticipated to be transferred to DHCA. Grading, gravel, and a pipe for the ditch crossing onto Tollgate Rd. were estimated to cost $ 1000.00, plus an expense of $ 100.00 for the application fee to VDOT.

Annual maintenance expenses were discussed, among these costs for rental of a port-a-potty for the period of annual clean-up days. Current costs for this were $ 60 plus tax = $ 63.83.

Budget discussions included the benefits to maintain a sum of money for possible major expenses, such as tombstone repairs or to repair storm damage to trees or to upgrade or repair the fence.
Aubrey discussed estimated revenue needs of $ 850.00 per year and that this sum could be achieved by 20 individual memberships @ $ 25.00 each and ten family memberships at $ 35.00 each.

Further discussion included terminology, whether “family membership” or “joint membership,” and the need to set the maximum number of votes per “family membership” at two votes.

Aubrey Booth made a motion, seconded by Revely Carwile, Jr., to revise the bylaws to set the membership term as the fiscal year, with annual dues for each fiscal year to be set at the annual meeting, and further that the dues for fiscal year 2016-17 be set at $25 per individual and at $35 for a family membership, with a maximum of two votes per family membership. This motion carried by unanimous vote.
Further discussion involved nomenclature of the treasury account, from the previous Dixon Cemetery or Dixon Burying Ground. Revely Carwile, Jr. made a motion, seconded by Sally Ware, to revise the bylaws section for “Finance and Dues Structure,” to include the sentence “Payments to DHCA to be made out to Dixon Cemetery Fund.” This motion was carried.

Sally Ware made a motion to approve the budget as presented. Seconded by Bob Ware, the motion was approved unanimously.

Will Cardwell discussed the need for a DHCA Development Committee, and proposed that its members consist of the Officers and the Trustees. Will discussed that Ray Booth wanted to meet with available members of the Development Committee on Nov. 12 or Nov. 19 at 3 PM for a walk through of the proposed location for a driveway. A subsequent meeting of the Development Committee was set as December 3, 2017 at 12:30PM at Dixon cemetery to discuss the chain link fence, goals for the cemetery and its restoration, with a light lunch.

Further discussion involved revisions of Article VII, section 4 of the bylaws, to change “the cemetery” to “our cemetery.” After further discussion, Sally Ware moved, seconded by Revely Carwile, Jr., to delete the text of Article VII, section 4 within the set of parentheses, in its entirety. This motion was carried unanimously.

Will Cardwell discussed a schedule, for a Trustee meeting, Sunday, March 19, 2017 at 2:30PM, at the Historic Courthouse Museum, if available; an Officers meeting Sunday, August 6, 2017 at 2:30PM, and for the next annual membership meeting, Sunday, September 10, 2017, at 2:30PM at the Historic Courthouse Museum.

Will Cardwell discussed the pace of progress to formalize DHCA. Will discussed he is working with Randy Nelson, attorney, who will file documents for court approval to establish the DHCA as the successor organization to the Dixon Burying Ground Trustees.
Discussion was held regarding liability insurance and difficulties to obtain this insurance or quotes for types of coverage.

Members present expressed their thanks to Mr. James Hamilton for his support and contributions to the DHCA. Aubrey Booth made a motion, seconded by Revely Carwile, Jr., to make James Hamilton a full member of DHCA, exempt from annual dues. This motion was carried unanimously.

Submitted by:
Revely Carwile, Jr.

Present: Amelia Driskill, Steve Driskill, Aubrey Booth, Ed Booth, Austin Quick, Will Henderson, Bob Ware, Sally Ware, Michael Kellam, James Hamilton, Gladys T. Martin, Charlie Martin, Carlton Gough, Jim Henderson, John Cardwell, Revely Carwile, Jr., William R. Cardwell, Dolly Cardwell, and Mary Ann Carwile (guest).

Will Cardwell called to order the organizational meeting and asked if anyone present would volunteer to take minutes. Revely Carwile, Jr. volunteered to take minutes.
Sheets were passed among the eighteen attendees to record names and contact information, to confirm whether each wished to join the association, and for volunteers to note their committee preferences.
Will Cardwell discussed the goals of the association. He noted the trustees responsible for the Dixon Cemetery had dwindled in number to one trustee. Our focus will be on formation of a new organization with bylaws, with officers and trustees, and to facilitate transition of new officers and trustees when needed.

Goals will include to continue with cemetery cleanups and to have deeds recorded to establish this association and its trustees as the legal owner of the Dixon Burying Ground and to record deeds to establish two easements. A survey has been completed which shows a Parcel A, of 0.048 acres, and Parcel B, 0.299 acres, which the adjacent landowners have granted as means of access from Tollgate Rd. to the cemetery. Goals include to establish a driveway, away from the pasture fence, with a parking area and a staging area established by recorded easements. A new plat of Dixon Cemetery records the existing fence and shows the fence nearly matches the points and corners of the original conveyance of Dixon Cemetery.

Will Cardwell discussed that he had consulted an attorney, Randy Nelson, who had suggested revisions of certain working draft bylaws sections and had offered options for members to consider for other sections.

Will distributed copies of a working draft of bylaws. Attendees went into a discussion session, to review the draft working bylaws of the Dixon Cemetery Association and any proposed revisions.
Sally Ware motioned (2nd by Aubrey Booth) to change the association name to Dixon Historical Cemetery Association. Discussion included this change would let the public know this was not an active cemetery and would facilitate potential fundraising. This motion carried unanimously.

Sally Ware motioned (2nd by Aubrey Booth) to combine two committees in the working draft, to become the History & Genealogy Committee. Revely Carwile, Jr. offered an amendment that a Webmaster appointed by the President will be a member of this committee. The amendment was accepted and the motion was carried.

Bob Ware led discussion of the advantages of a liability insurance policy. Aubrey Booth motioned (2nd by Sally Ware) to amend the working draft bylaws, page 7, no. 4. Motion carried by all in attendance.
Aubrey Booth motioned (2nd by Revely Carwile, Jr.) to revise Article VIII, section 5, that votes shall be decided by a majority of members present. Motion carried.

A motion was offered by John Cardwell (2nd by Aubrey Booth) regarding Article XII, page 6: to accept provisions of Option 1 to institute terms of trustees of DHCA, that all trustees shall serve three year terms with the first slate of trustees to begin with staggered terms. This motion carried unanimously.
A slate of officers was presented, each officer to be a trustee and to serve a term of three years. Will Cardwell, President; Revely Carwile, Jr., Secretary; Aubrey Booth, Treasurer. Austin Quick moved for the nominations to be closed; this was seconded and motion carried.

A slate of additional trustees was discussed: Sally Ware, Austin Quick, and Jim Henderson to serve initial two year terms; Bob Ware, Amelia Driskill, plus one trustee to serve initial one year terms; Austin Quick nominated Will Henderson to be the third trustee with an initial one year term. John Cardwell moved for the nominations to be closed; this was seconded and motion carried.

Discussion was held regarding page 7, item 2, a dues structure for the association. Discussion included the need to know anticipated annual costs to understand budget needs to be met by dues.
Aubrey Booth, Treasurer of Dixon Cemetery, reported that $ 800 has been paid from the treasury for a survey and plat and that this leaves the treasury with a current balance of $ 5326.13.
John Cardwell motioned (2nd by Aubrey Booth) to accept the wording of page 7, item 2, that this September annual meeting be followed by a Special Meeting to be held in 30 to 60 days for members to review the anticipated budget of expenses and projects, and to establish a dues structure to meet those needs. This motion carried.

Will Cardwell discussed the schedule for cleanup days. Suggested dates were: Oct. 29, Nov. 5, Nov. 12, and Nov. 19, from 9 AM – 3 PM with a lunch to be provided.

The meeting was adjourned and attendees broke for refreshments.

Submitted by:
Revely Carwile, Jr.