President Montague Hall opens the meeting in prayer, calls the meeting to order, and confirms quorum.

Note: Hunter Clary is absent from this meeting. Minutes from the first board meeting (April 21, 2026) should be distributed in advance via email for board review. Vote to approve may proceed in his absence provided quorum is met. Another board member to move the motion.

Brief status update on all action items from Meeting 1:

• EIN Application — Status: Filed / Pending / Received?
• Articles of Incorporation (Florida) — Status: Filed / Pending?
• 501(c)(3) Application — Status: In progress / Submitted?
• Business Bank Account — Status: Opened / Pending?
• ⚠️ Wendell Russell — Florida Formation Information Still Needed
  Required tonight: full legal name, current address, date of birth, and any additional details required to complete the Florida nonprofit corporation filing. All filings are on hold until this is received. Wendell to provide tonight or confirm a firm deadline.

Present proposed bylaws for board review. Allow brief discussion then vote to adopt as the governing document of Shepherd’s Shield Safety Foundation.

• Review key provisions: board structure, officer duties, quorum, voting procedures, amendment process
• Address any questions or proposed amendments from board members
• Vote to formally adopt

⚠️ Bylaws adoption is required before bank accounts, 501(c)(3) filing, and formal agreements can be executed.

Review the complete filing checklist below. Board acknowledges that Montague Hall will be responsible for completing all filings in the correct sequence. Board also addresses the question of accepting donations during the pending 501(c)(3) period.

✔	Step	Filing / Action	Where / Agency	Est. Cost	Status
	1	Collect Wendell Russell’s Information Required before any FL state filing	Internal — Board	No cost	🔴 Pending Tonight
	2	File Articles of Incorporation Florida nonprofit corporation formation — must be done first	Florida Division of Corporations (sunbiz.org)	$70	_____________
	3	Obtain EIN (Employer Identification Number) Federal tax ID number required for banking and IRS filings	IRS.gov — Apply online (free, instant)	Free	_____________
	4	Adopt Bylaws Required before bank account and IRS application	Board vote — tonight	No cost	⏳ Tonight’s Vote
	5	Open Nonprofit Bank Account Requires: EIN + Articles of Incorporation + adopted bylaws	Local bank or credit union (nonprofit account)	Varies	_____________
	6	File for Florida State Tax Exemption DR-5 form — sales tax exemption with Florida DOR	Florida Dept. of Revenue (floridarevenue.com)	Free	_____________
	7	File IRS Form 1023-EZ or 1023 Federal 501(c)(3) tax-exempt status application. 1023-EZ if projected revenue under $50K/yr; Form 1023 if over. Donations accepted during pending period — retroactive upon approval.	IRS Pay.gov (online submission)	$275 (1023-EZ) $600 (1023)	_____________
	8	Register as Florida Charitable Organization Required if soliciting donations in Florida — FDACS registration	Florida Dept. of Agriculture & Consumer Services (fdacs.gov)	$10–$400 (based on contributions)	_____________
	9	File Annual Report (Florida) Due each year by May 1st to maintain active status with state	Florida Division of Corporations (sunbiz.org)	$61.25/yr	_____________
	10	File IRS Form 990 Annually Annual information return required to maintain 501(c)(3) status. 990-N (e-Postcard) if revenue under $50K.	IRS.gov (due 15th day of 5th month after fiscal year ends)	Free (990-N) Varies if CPA used	_____________

Discussion Topic: Can Shepherd’s Shield Safety Foundation legally accept donations before receiving IRS 501(c)(3) approval, and what policy should the board adopt regarding this?

Key Facts for Board Discussion:

• Once incorporated as a Florida nonprofit corporation, the foundation may legally accept donations immediately — state incorporation alone authorizes this.
• Upon IRS 501(c)(3) approval, tax-exempt status is retroactive to the date of incorporation, provided the application is filed within 27 months of forming. This means donors who gave during the pending period can retroactively claim their tax deduction.
• However, until the IRS determination letter is officially received, donations cannot be represented as currently tax-deductible to donors. Doing so would be misleading and potentially expose the foundation to liability.
• The foundation must be registered with the Florida Department of Agriculture and Consumer Services (FDACS) as a charitable organization before actively soliciting donations from the public in Florida.
• All funds received during the pending period must be properly tracked and accounted for in anticipation of the 990 filing requirement.

Board Decisions Needed:

• Do we begin accepting donations immediately upon state incorporation?
• Do we wait until 501(c)(3) approval before soliciting publicly?
• What language do we use when donors ask about the tax-deductibility of their gift?
• Who is authorized to accept donations on behalf of the foundation?

Suggested Donor Language (for board approval):

Present the completed Security Assessment Tool, Report Template, and Assessor Training Guide. Propose two pilot church engagements:

• Pilot 1 — Cross Water Church, Ponte Vedra, FL — Proposed timeline, point of contact, scope
• Pilot 2 — Wendell Russell’s Church — Proposed timeline, point of contact, scope

Board discussion: Who leads each? Complimentary or discounted? What are the goals — refine the tool, generate testimonials, build relationships?

The foundation needs a library of governing policies in place before conducting assessments, accepting donations publicly, and filing for 501(c)(3). Tonight the board will prioritize which policies to develop first and assign an owner to each.

Priority Tier 1 — Must Have Before First Assessment or Donation:

Policy	Assigned To	Target Completion
Confidentiality & Non-Disclosure Policy Protects assessment findings and client information	Montague Hall	Before first pilot assessment
Donation Acceptance Policy Who can accept, how funds are handled, donor communication	Montague Hall	Upon state incorporation
Code of Ethics & Conduct Policy Standards for all board members, assessors, and volunteers	Bruce Miller	June 2026 Meeting
Conflict of Interest Policy Required by IRS for 501(c)(3) application	Montague Hall	Before 501(c)(3) filing
Document Retention Policy How long assessment records, board minutes, and financial records are kept	Hunter Clary	June 2026 Meeting

Priority Tier 2 — Develop Within 90 Days:

Policy	Assigned To	Target Completion
Assessor Certification & Credentialing Policy Standards for who can conduct assessments on behalf of SSSF	Montague Hall	August 2026
Client Engagement & Service Agreement Policy Terms for how churches engage SSSF for assessments and training	Bruce Miller	August 2026
Social Media & Communications Policy What can be posted publicly about assessments, clients, and the foundation	Kevin Bray	August 2026
Volunteer & Contractor Policy Background checks, agreements, and conduct standards for non-board contributors	Wendell Russell	August 2026
Whistleblower Protection Policy Required by IRS best practices for nonprofits	Hunter Clary	August 2026

Confirm each board member’s defined role as the foundation moves into the pilot phase:

• Montague Hall (President) — Lead assessor, all state/federal filings, program oversight, instructor training
• Bruce Miller (VP) — Operations support, secondary assessor training
• Kevin Bray (Treasurer) — Financial management once bank account is established
• Hunter Clary (Secretary) — Minutes, records, correspondence, document filing (absent tonight — minutes to be distributed by email)
• Wendell Russell (Board Member) — Florida church outreach, pilot liaison, provide pending formation information

Secretary reviews all action items assigned tonight and confirms responsible parties and deadlines. Board agrees on Meeting 3 date.

Suggested Meeting 3: June 2026 — Filing status update, pilot assessment debrief, and donation policy announcement.

President Hall closes in prayer. Meeting adjourned no later than 7:00 PM Eastern.

The meeting was called to order by President Montague Hall via Zoom. Hunter Clary led the opening prayer. Prior to formal business, participants exchanged informal updates including recent travels. Quorum confirmed with all five board members present.

President Hall opened the first official meeting of the Shepherd's Shield Safety Foundation, emphasizing the importance of following an agenda to use everyone's time efficiently. He outlined the Foundation's mission:

• Assist churches in developing safety policies and security teams
• Provide donation-funded training, on-site assessments, written action plans, grant-support services, and security technology guidance
• Coordinate installation of security systems with vetted local vendors
• Enable congregations to worship, learn, and serve in peace

President Hall noted his work with churches over the past 8 weeks developing policies and procedures for security teams, including distinguishing between law enforcement issues and personal crises, and implementing threat assessment programs. He emphasized the need for funding to support the mission and encouraged board members to share ideas for generating financial resources.

President Hall introduced and nominated the following board positions. Each nominee introduced themselves:

• Bruce Miller — Vice President: Pastor and former Air Force OSI agent; offered to serve in any capacity needed; has access to Christian training resources at the Federal Law Enforcement Training Center (FLETC).
• Kevin Bray — Treasurer: Security consulting and facility hardening background; expertise in electronics and camera systems; not an accountant but confident in managing financial responsibilities.
• Hunter Clary — Secretary: Associate pastor; 2+ years developing security policies and procedures for his church; enthusiastic about the mission.
• Wendell Russell — Board Member: Former police officer with 32 years of experience including major crimes and officer-involved shooting investigations; currently provides executive protection for Walgreens executives.

The board reviewed the proposed mission statement. Kevin Bray raised a concern that the phrase "no-cost" could limit the Foundation's flexibility for covering legitimate expenses. Jacqueline suggested removing "no-cost" and replacing it with "donation-funded" to better reflect operations without limiting reimbursement capability. President Hall confirmed that board members would not pay out of pocket — expenses are covered by organizational bylaws — but agreed the language should be updated.

Revised language: "donation-funded training, on-site assessments, written action plans, grant-support services, and security technology guidance."

The board discussed the Foundation's seven program pillars for houses of worship:

1. Written security policies and safety reports
2. Safety team training
3. Active threat / force-on-force training
4. Security technology guidance
5. Vendor vetting and bid review services
6. Installation coordination with vetted local vendors
7. Grant funding support (FEMA grants up to $250,000 for security enhancements, excluding armed training)

Additional discussion points:

• Kevin Bray proposed providing bid review services to help churches evaluate security technology vendors and ensure fair pricing.
• The group discussed a preferred vendor program where security companies would pay to be listed in exchange for officer training — generating revenue while maintaining training standards.
• Bruce Miller offered to share a template from a previous $1.4 million grant program for mass gathering location security, and suggested exploring a niche market: coordinating security measures with churches during construction.
• The board discussed an online training course model at approximately $25–$45 per participant that could be completed remotely, potentially including a Shepherd's Shield certification system.

President Hall proposed adopting the de-escalation first principle as the Foundation's core guiding principle — prioritizing prevention, early intervention, and calm, lawful resolution whenever possible.

President Hall presented the draft bylaws. The board agreed to review and vote on bylaws before proceeding with IRS paperwork. Wendell Russell and Hunter Clary agreed to review the bylaws over the weekend and provide feedback and suggested edits.

• Kevin Bray recommended starting with the IRS Form 1023-EZ rather than the full 1023, as it would allow the Foundation to begin accepting donations more quickly once approved.
• President Hall noted he will file the EIN application and Articles of Incorporation in Florida.
• Kevin Bray will open the nonprofit bank account once the EIN is received.
• Montague's Jacksonville business address will be used as the Foundation's physical address.
• A special meeting may be scheduled within the week to vote on bylaws if reviews are completed quickly enough.

Action Item	Responsible	Due
Obtain and share FLETC threat/vulnerability assessment template with board via email	Bruce Miller	Before Meeting 2
Resend bylaws to Wendell Russell and Hunter Clary for review	Montague Hall	Immediately
Review bylaws and submit feedback / suggested edits	Wendell Russell & Hunter Clary	Weekend
Review bylaws and suggest any necessary tweaks	All Board Members	Before Meeting 2
Schedule special meeting to vote on bylaws if reviews complete early	Montague Hall	As needed
File EIN application and Articles of Incorporation (Florida)	Montague Hall	After bylaws adopted
Open nonprofit bank account once EIN is received	Kevin Bray	After EIN received
Provide physical address for organization (using Jacksonville business address)	Montague Hall	Confirmed
Provide personal information (full name, address, DOB) for FL Articles of Incorporation	Wendell Russell	Before Meeting 2 — OUTSTANDING
Send meeting invitation for May 14th at 6:30 PM Eastern	Montague Hall	Completed

The board agreed to schedule the next meeting for Thursday, May 14, 2026 at 6:30 PM Eastern via Zoom, with the possibility of holding a shorter interim meeting within the week to vote on bylaws if reviews were completed in time. There being no further business, the meeting was adjourned.