Interim Board meeting Minutes/8 November 2004

Prior: 1 November 2004

Interim Board meeting Minutes

Next: 6 December 2004

Minutes approved: 6 December 2004

This document is a board working paper, and commercial in confidence.

Present

Geoff Halprin, Lorette Cheswick, David Parter, Trey Harris

Meeting

2004-11-08 1900 US/East

Opened

19:00

Closed

20:36

Consent Agenda

• Meeting minutes (2004-11-01) approved by consent.

Action Items

• See action item list.

Election Policy Decisions Discussion

• To be decided:

• Election terms and term limits.
• Bylaw amendments.
• Size of membership quorum: 1/10 or 1/20.
• Size of board quorum.

• Election Terms and Term Limits

• Geoff: 2 or 3 years ok. Limit at 8 years.

• Too long and you lose touch; industry moved too much.

• Trey: 2 or 3 years. No term limits.

• Term limits are undemocratic. Solve the wrong problem.
• (Would need to be large. e.g. 12 yrs.)
• We want to encourage "up through the ranks" progression where someone is general, then officer, then pres.

• David: 2 year term.

• Need term limit. Known name can hang on too long.
• Members are unaware of board problems.
• 3 terms (6 yrs) is about right.
• Past President handles continuity issue.

• Lorette:

• Term limits good and bad.

• Needed to remove someone.
• Good person denied.
• Don't care; it's really for the nomcomm and training.

• Terms for X years, but:

• Need to rotate positions.

• 8-12 year limits.

• Vote: 2 year terms. Unanimous.
• Vote: No term limits. Failed.

• 8 years: Failed.
• More discussion ensued.
• 10 years: Trey, -David, Lorette, Geoff.

• No limits: Trey, David, Lorette, Geoff.

• Address downsides through nomcomm, board training.

• Past President

• Trey:

• Problem: Unpopular past president. (who couldn't be reelected)

• David:

• If membership does not elect position, then no.

• Lorette:

• Non-voting role. solved.

• Geoff:

• One-year handover capacity. Non-voting.

• Issue deferred.

• Size of board and quorum, officers, executive committee.

• NJ Officers: Pres, Treas/Sec
• Trey:

• Board size: 7 or 9.
• Quorum: 51% of filled seats.
• Vote: Majority of those voting (excl. abstensions).
• Officers:

• Pres, VP/Sec, Treas (but treas/sec ok).

• Lorette:

• Size: 7
• Quorum: majority of filled seats.
• Vote: Simple majority of those voting.
• (IPP would take away a spot on a small board.)
• Officers:

• Pres, sec, treas, vp.
• EC: willing to try 3.

• David:

• Size: 7 or 9. Leaning towards 9. 8 ok.
• Quorum: Majority of filled seats.
• Vote: Majority of those voting (excl. abstensions).
• Officers: VP as leadership development role.

• Pres/treas co-sign money.

• EC: Leave composition of exec comm. to board.

• What is role of EC?

• Geoff:

• Size: 7-9. Leaning towards 9.
• Quorum: ditto
• Vote: ditto
• Officers: Pres, Sec/Treas (compliance), other.

• Sec/Treas is compliance. (Staff do this.)
• VP is pres in training.
• Personality issue. (Treas often doesn't make good Pres.)
• Paradox: sec/treas most trained.

• 3-person exec committee: Pres, Sec/Treas, VP.
• Trey:

• Youth member. 8+1?

• Lorette:

• Proportional voting and nomcomm can fix this.
• Use the advisory board.

• Geoff:

• And election materials.

• Officers: Pres, VP, Sec/Treas. Unanimous.
• Size: 9. Unanimous.
• Quorum: 51% of filled seats. Unanimous.
• Vote: Majority of those voting (excl. abstensions). Unanimous.
• EC: deferred.

• To be decided:

• Size of membership quorum: 1/10 or 1/20.
• Bylaw amendments

Meeting closed

20:36