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Essentials in
Board
Board Minutes July 2003
Proceedings of meeting held July 1, 2003, in Montreal, Quebec
Updated: 8/19/2003 1:49:00 PM
Minutes
Meeting of the SPEBSQSA, Inc. Board of Directors
July 1, 2003
Montreal, Canada
The Society Board of Directors met on Tuesday, July 1, 2003, in the Duluth Suite of the Fairmont Queen Elizabeth Hotel, Montreal, Canada. The following were present:
Officers
Society President Roger Lewis
Society Executive Vice President Rob Hopkins
Society Treasurer Bob Guiggey
Immediate Past President Chuck Watson
Secretary Darryl Flinn (non-voting member)
District-elected Board members
Paul Arnone
Raleigh Bloch
Bob Coant
John Devine
Lud Einess
Gary Garitson
Thom Hine
Bob House
Board Members-at-Large
Dennis Cook
Drayton Justus
Todd Wilson
Parliamentarian
James C. Warner
Assistant Parliamentarian
J. Noah Funderburg
Society Staff
Greg Lyne, Director of Music Education & Services
Frank Santarelli, Director of Finance & Administration
Dee Vesevick, Assistant to the Executive Director
Lynn Simmons, Incoming Executive Assistant
The following action was taken:
Order of Business (Exhibit A)
January 24, 2003 minutes – Motion was made, seconded and carried, to approve the minutes of January 24, 2003.
March 23, 2003 minutes – Motion was made, seconded and carried, to approve the minutes of March 23, 2003, with the following correction: Last page, line 4, Motion “unanimously” carried.
State of the Society (Exhibit B) – Motion was made, seconded and carried, to receive the report.
Resolution--Dee Vesevick (Exhibit C) – Motion was made, seconded and carried, to adopt the resolution.
Treasurer’s report – Treasurer Bob Guiggey addressed the Board and reviewed an update of the Society’s Financial Statement. Bob Guiggey moved, motion seconded and carried, to receive the report.
District Presidents’ conference report (Exhibit D) – District President Moderator Al Bonney presented the report of the District Presidents.
Operations Group report (Exhibit E) – Gary Garitson addressed the Board.
District Presidents’ reports --Gary Garitson moved, motion seconded and carried, to receive the District Presidents’ reports.
Committee reports -- Gary Garitson moved, motion seconded and carried, to receive R1 reports from the following committees: Archives, CSLT, CDD, C&J, Ethics, Events, External Affairs, Investment Advisory, Laws & Regulations, Marketing & Public Relations, Membership Development, Music & Performance, Ways & Means, Young Men in Harmony, Multi-Cultural Task Force, Society Executive Director.
Joint Audit Committee/2002 Audit report -- Gary Garitson moved, motion seconded and carried, to receive the Joint Audit Committee report as well as the 2002 audit report from BDO Seidman.
2003 Society Work Plan -- Gary Garitson moved, motion seconded and carried, to update the 2003 Society Work Plan as follows, with no renumbering required:
1.4.6 Replace existing language with the following text: “Through Live Wire and the Society web site, publish ways in which Society chapters can encourage and recognize their chapter quartets, and ways in which chapter quartets can reciprocate by contributing to their chapters as coaches, demonstrators, performers and ambassadors to the public.” (M&P Committee, M&P Chairmen for Quartet Support, DVPs M&P, DeBusman) (September) (R1, R2)
1.5.4 2001 should be 2002
1.5.10 Delete (duplicates 1.5.6), but include R1 update with 1.5.6
2.1.3 Delete (Associate Membership program assigned to Harmony Foundation)
2.1.7 Delete “promotion” item #3 (re Associate Membership program)
5.3.1 Add “Complete by October.” Change reporting period to R2
6.3.1 Delete
Planning & Program Development Group (Exhibit F) – Todd Wilson addressed the Board, and asked that they correct Item I in his report by changing 2003 to 2004.
Committee reports – Motion was made, seconded and carried, to receive the committee reports: Harmony Hall Task Force, Marketing Task Force, Governance and Management Task Force, Hall of Fame Task Force.
2004-2005 Work Plan – Todd Wilson noted that the 2004-05 Society Work Plan as was attached to this report is merely a draft, and moved to allow the Board to take an e-mail vote on this item when the item is ready for Board action. Motion was seconded and unanimously carried.
Todd Wilson moved, motion seconded and carried, to receive the PPDG report.
Old and New business
“A” Scoring Choruses – John Devine reported that the Operations Group concurs and the Board subsequently agreed, with the primary recommendation from the joint study of the Events & C&J Committees that no changes be made to the present method of selecting choruses for competing in the International chorus contest. Board action was not required.
Harmony Foundation/Society Program Fund restated agreement Resolution (Exhibit G)--Bob Guiggey moved, motion seconded and carried, to adopt the resolution restating the agreement with Harmony Foundation re the SPEBSQSA program fund.
. Bob Guiggy advised the Board that the agreement entered into last year in Portland, Oregon, which authorized the transfer of $1.5 million to Harmony Foundation, did not accomplish the intended purpose in the original language to make this transfer as an unrestricted gift to Harmony Foundation. During the Society’s annual audit of 2002 financials, our auditors, BDO Seidman, brought this to our attention and the suggested language in the attached agreement as restated and attached as Attachment A to the Resolution will now meet their requirement.
Revamp 2004-05 Society Work Plan – Roger Lewis confirmed to the Board that the following motion made by Rob Hopkins, seconded by Todd Wilson, was approved via email and that the Board voted unanimously to vote via email:
“That the current development of the 2004-2005 work planning process be revamped and that the Society Board direct: 1) Society committees to divide their list of work plan items into those for which the committee will be responsible—these would go to the Board for approval in Montreal—and those for which district vice presidents would be responsible—these would go to the districts for their information only. Work plan items for which staff and the committee are accountable will need to be agreed upon with staff. 2) District presidents to work with their respective leadership teams to identify five-to-seven results that stem from the Board’s planning guidance, further the district’s need, and for which they will hold themselves accountable. 3) Society staff to provide for Board approval in Montreal the work plan items for which they will be accountable based on the Board’s strategic guidance. 4) That all the districts’ individual goals be forwarded to the Society Board by 9/01/03 for approval unless they require significant Society resources (money or manpower), in which case the goals must be submitted prior to the Budget Review Committee meeting August 8-10 according to a deadline established by PPDG at its Montreal meeting.”
Marketing Task Force Interim report/Marketing Task Force Research expenditure – Dennis Cook moved, motion seconded and carried, to receive the Marketing Task Force Interim report dated June 29, 2003.
Dennis Cook moved, and verbally presented the rationale, to approve the expenditure of up to $150,000 for the Marketing Task Force Quantitative Research (Phase II) of the project). Motion was seconded and carried.
Hall of Fame Committee (Exhibit H) – Bob House moved, motion seconded and carried, to create a Hall of Fame Committee as noted in the Hall of Fame Task Force report as follows:
The initial committee shall be selected by the past five Society Presidents,
each of whom shall make an appointment for the indicated term: Shaw, one-year; Hanrahan, two-year; Waesche, three-year; Watson, four-year; Lewis, five-year.
Each year, the Society president will appoint one member to the committee for a five-year term and designate the committee chairman for that year.
No Society president shall appoint a majority of the committee members. In the event that a member of the Hall of Fame Committee is unable to fulfill his term, the Society president responsible for his appointment shall replace him. If that president is unable to fulfill this duty, the Society Board will elect a replacement.
Approve wording of Compensation Committee bylaw change – Upon a motion duly made and seconded, and an amendment to the motion duly made, seconded and carried, the Society Bylaws were amended by adding the following provisions as Section 8.08, and renumbering the remaining Sections of Article VIII:
8.08 Compensation Committee
The Compensation Committee shall (a) review and recommend salary/wage scales for executive, management, and professional staff; (b) review and recommend staff benefits; (c) review and recommend incentive programs for staff; and (d) negotiate annual performance targets with the executive director and evaluate his performance annually.
The Committee shall consist of: the Society President, who shall serve as Chairman, the Society Executive Vice President, Society Treasurer, Society Immediate Past President, and two at large members who may or may not be Society Board members. The at-large members shall serve for terms of two years, in rotation, with one at-large member being appointed each year.
Governance & Management Task Force and Governing Document Revisions – Todd Wilson moved, motion seconded and carried, that the Board establish in 2004, a Society Operations Team (OT) under the oversight of the Operations and Planning and Program Development Groups to:
• Create and carry out operational plans that further the long-term strategic goals of the Society Board
• Be accountable for results that indicate progress toward achieving those goals
• Consist of the following personnel chaired by the Society executive director: district presidents, functional committee chairmen and their respective staff liaisons, and a Harmony Foundation representative.
Todd Wilson moved, motion seconded, that the Society Board adopt revisions to the Society Bylaws to change the procedures for electing Society Board members from paired districts, as follows:
1. Beginning in 2004, each nominating committee of the appropriate paired districts (for 2004, that would be CSD and ILL, MAD and SLD, RMD and SWD) nominates at least two candidates to the Society Nominating Committee. The latter group may also independently consider “at-large” candidates from the paired districts. All three nominating committees, those from the paired districts and the Society Nominating Committee, ultimately must agree on a minimum of two nominees. The Society Board will elect one of them by majority vote. There will be no nominations from the floor at the Society level for Society Board members from paired districts. Each nominee will have an opportunity to present written materials for consideration and make a very brief oral presentation to the Board prior to the election.
2. If a Board member resigns or a sitting Board member is elected a Society officer, any Board member from paired districts who vacates his position prior to completing his term will be replaced according to the procedure given in No. 1 above, with the provision that: a) If only a single year remains in the unexpired term, the replacement will be elected to a single four-year term, and b) in all other instances, the replacement will be elected to fill the unexpired term.
Discussion followed and the following amendments to this motion were made, withdrawn and tabled until the November 2003 Society Board meeting:
• that a term limit of two three-year terms be placed on Society Board members coming from paired districts
• that the term of the Society Board-member-at-large be extended to two three-year terms
• should these terms be concurrent or successive?
A vote was taken on the original motion and carried with one dissenting vote.
Todd Wilson moved, motion seconded, to allow districts to create separate and distinct structures for governance and leadership (the district Board) and management operations (the district operations team) such that:
1. By 2005 (earlier if desired by the district), each district must have a board that consists of a president, executive vice president, immediate past president, secretary, treasurer and any number of board members at-large. Regarding board responsibilities, board members-at-large wear no other hat (even though they may hold another functional position in the management structure).
2. By 2005, each district shall have an appointed operations team whose functions align with those of the Society Operations Team. The number of individuals a district chooses to carry out its mission, and the title level, is a district decision. The responsibility of this team is to deliver the services and resources to the chapters as well as complete the district’s goals that contribute to the Society Board’s strategic guidance.
Discussion followed and the motion carried.
Todd Wilson moved, motion seconded, to amend Article VIII, Section 1 of the Society Bylaws to allow Society Board members to serve on Society committees, as follows:
8.01 Responsibility of president
The president shall appoint the members of the following committees: Laws and Regulations, Nominating, Ethics, Contest and Judging, Archives, and such other committees and task forces as are necessary in the judgment of the Society Board. He shall appoint the immediate past president or another Board member to act as a liaison between the Society and Harmony Foundation. No Board member may
be assigned to a committee or task force, except as provided herein.
PPDG Chairman Todd Wilson called on Parliamentarian Jim Warner to present specific revisions to the Society governing documents necessary to implement the preceding actions. The revisions to the Society governing documents as stated in (Exhibit I) were unanimously adopted by the Board.
Contest & Judging Committee – Lud Einess moved, motion seconded and carried, to adopt the Contest & Judging Committee’s recommendation to modify Article II.C.2 of the Contest & Judging Rules as follows (added items in bold):
“If, prior to the international contest, a quartet that qualified solely by attainment of the target score as defined above becomes ineligible or unavailable that quartet will not be replaced, except where the loss of that quartet brings the total of Society quartets qualifying for the contest below forty.”
Bob Coant moved, motion seconded, to modify Article XII of the Contest & Judging Rules by replacing that article in its entirety with the following:
“Non-singing dialogue is generally not a part of a contest performance. However, brief comments made with supporting visual communications may be permitted to more clearly establish mood/theme, assist the transition of packaged songs, or to add to the effect of closure of mood/theme. Spoken words deemed to be excessive or detrimental to the performance shall be penalized by the presentation judge(s) up to and including forfeiture.” It was noted that this modification shall be effective with the fall 2003 contest cycle.
Discussion followed and the motion carried.
Events Committee recommendations for convention sites – John Schneider and Ken Buckner addressed the Board, with rationale for the following selections:
Midwinter
2005 – Jacksonville, Florida
2006 – Sacramento, California
2007 – Albuquerque, New Mexico
Annual
2008 – Nashville, Tennessee
2009 – Anaheim, California
2010 – Philadelphia, Pennsylvania
2014 – Nashville, Tennessee
Motion was made, seconded and carried to accept the Midwinter and International sites
as presented above.
In addition, conditional approval was given to extending an invitation to Kansas City for 2011, should the city provide the same offer as it had for the 2008-10 conventions.
Ethics Committee recommendation – Paul Arnone moved, motion seconded and carried, to adopt the Ethics Committee recommendation to modify Section 3 of the Society Statements of Policy as follows (added items in bold):
“Section 3. Personal behavior
“a. Canon 7 of the Society’s Code of Ethics provides that Society membership shall not be used for personal gain. Members are expected to not unduly use their association with members of their chapter, district, or the Society to further a commercial enterprise. Members may choose to hire or use other members for services or the provision of products without violating Canon 7, provided personal financial gain is/was not the primary purpose for obtaining or maintaining Society membership, or the activity from which the member may derive some personal financial gain is merely incidental to the friendships or business associations which existed prior to the member joining the Society, or developed naturally as an incidence of friendship with Society members. Members violating this canon are subject to immediate expulsion. As indicated in paragraph 12.a. of these Statements of Policy, mailing lists and directories of the Society, its Districts and Chapters may be distributed and used only for purposes germane to the business of the Society.”
Further, it is recommended that a statement be inserted at the beginning of the opening paragraph on the reverse of each member’s Society membership card, and in the preamble of the section of the Society’s Rules and Regulations pertaining to the Code of Ethics, stating: “Please refer to the Society’s Statements of Policy for further clarification of some of the following canons.”
Executive Director Search Team formal report – Dennis addressed the Board noting that all items are on schedule as written in the report. No action was needed.
Honorary Life Membership nominations – Gary Garitson moved, motion seconded and carried, to table this item.
SNOBS quartet ABSOLUT to compete in Montreal – Rob Hopkins moved, motion seconded and carried, to allow ABSOLUT to compete in Montreal.
Gary Garitson moved to direct the Contest & Judging and External Affairs Committees to review the Contest and Judging Rules and Affiliate Agreements, and recommend appropriate changes to those documents to permit invitation by Society staff of affiliate quartets who meet the stated criteria, to compete in the International quartet contests. The motion was seconded, discussion followed and the motion carried.
CBQC rules (Reference Attachment E of the Operations Group report) -- Bob Coant moved to approve the Official Rules of the MBNA America Collegiate Barbershop Quartet Contest (CBQC) as submitted by the YMIH Committee. The motion was seconded and discussion followed.
Rob Hopkins moved to amend the motion by eliminating the following sentence in Item III. 10.: “However, individual members of such quartets are not restricted from participating in the International CBQC event and singing in a Society Quartet at an International preliminary contest.” Motion to amend was seconded, discussion followed, a vote was taken and the motion to amend carried.
Rob moved to further amend the original motion by changing the amount of the scholarship in Item IV. 2., from $1,000 to $1,500. The motion to amend was seconded, discussion followed and the motion to amend carried.
Motion was made, seconded and carried to amend the motion by changing the second sentence in Item IV. 3 to read as follows: Cash awards will be reported to the Internal Revenue Service.
A vote was taken on the original motion as amended and it carried.
Todd Wilson moved, motion seconded, to reinsert Item IV. 1. A vote on the motion was taken and the motion was defeated.
District Treasurers at Forum – Paul Arnone moved, motion seconded and carried, to invite the district treasurers to the 2004 Leadership Forum.
2003 budget issues – Gary Garitson moved, motion seconded and carried, to make modification to the 2003 expense budget as detailed on page 5 of the Operations Group report (Exhibit E).
Investment Advisory Committee – Thom Hine moved, motion seconded, to delay bringing the Cash Reserve Fund into compliance with its guidelines until the end of the year due to current unfavorable market conditions. Discussion followed, and the motion carried.
New building reserve fund – Gary Garitson moved, motion seconded, to establish a “New Building Reserve Fund” for the purpose of isolating the cash received from the sales of both Harmony Hall and Sheridan Road properties. Discussion followed and the motion carried.
Membership Development Committee request – Paul Arnone moved, motion seconded and carried to adopt the Membership Development Committee short-term membership campaign and incorporate with the dropped-member mailing.
It was noted that dropped members will be given an opportunity to reinstate as Frank Thorne International members with the following conditions: a) Waive the $10 administration fee, b) no district dues will be charged and members will join T-000, c) the member must enroll in the Easy Dues program to be eligible, d) the member will receive 18 months of membership for the cost of one year’s dues, e) deadline for the offer is December 31, 2003.
Harmony Marketplace Operations – Raleigh Bloch moved, motion seconded and carried, to direct staff, working jointly with the Society Treasurer, to provide the Society Board of Directors with a detailed profit center analysis report and recommendations on or before September 22, 2003, regarding the outsourcing of all Harmony Marketplace operations, including educational materials and music . Recommendations will include proposals for outsourcing all operations or portions thereof.
Raleigh Bloch moved, motion seconded and carried, to direct staff, working jointly with the Society Treasurer, to provide, on or before September 22,2003, a profit center analysis report of the budget impact on membership/accounting/order system software replacement, upgrades, training, etc.
Harmony Travel Operations – Bob House moved, motion seconded and carried, that the Society Board take action to terminate all Harmony Travel operations, effective August 1, 2003. Existing contracted tours may be completed. Individual vendors may continue to provide these services to our membership.
Senior Quartet Task Force – Raleigh Bloch moved, motion seconded and carried, that the Society Board direct the Society president to appoint a task force to recommend a plan on or before December 15, 2003, for the development and promotion of senior quartets and their related activities and contests.
Sheridan Road build-out project – Dennis Cook moved, motion seconded, to 1) assign
the Society Treasurer to serve in a budget oversight role for the Sheridan Road build-out through completion of the project, and 2) to authorize an electronic vote on any request to exceed the budget limit of $200K. Discussion followed and the motion carried.
Harmony Hall Task Force New Site Selection (Exhibit J) – The Planning & Program Development Group reported that it had reviewed the recommendations of the Harmony Hall Task Force, as presented in its report dated June 30, 2003. The PPDG advised the Board that Ed Waesche, Chairman of the Harmony Hall Task Force, had informed the PPDG that the St. Louis site, discussed in recommendations 3 and 4, was no longer available. Upon a motion duly made and seconded, after discussion and an amendment to the motion duly made, seconded and carried, the following recommendations were adopted, and the following instructions were given:
1. For a period not to exceed two months, through the end of August 2003, complete feasibility studies that have begun with the Milwaukee firm of Engberg Anderson toward the achievement of a combined Headquarters/Museum building at Harbor Park that will satisfy the Kenosha Mayor’s and Wisconsin Department of Natural Resources “public access use” requirement, and will have a target cost of $3M, including all architectural design services, engineering, site work, permitting, construction and other work necessary for it to be ready for occupancy with pre-purchased or existing furniture and necessary office equipment, a not-to exceed cost of $3.5M.
2. Dan Waselchuk, should he be willing, should be appointed manager of the development, construction and delivery phases of the project, working in concert with Engberg Anderson or an architectural firm of his choice, a staff person designated by Darryl Flinn, and any other person(s) chosen by Dan, to determine a not-to exceed cost by the end of August.
Project Manager Dan Waselchuk is instructed to allow flexibility in space requirements, depending on the outcome of outsourcing decisions.
3. “deleted
4. “deleted
5. If the not-to exceed cost of (2) is acceptable to the Board, and the “public access use” is acceptable to the Mayor and DNC, a firm offer should be made to the Mayor and, on acceptance, the project should proceed without further delay.
6. If the conditions of (5) are not achieved in the time frame noted in (1), attention should be turned to the Lake View Corporate Park site and necessary steps taken for that site to be the future headquarters of the Society, again under the leadership of Dan Waselchuk.
7. Once a firm location has been decided on, and a not-to-exceed cost accepted, a revised capital target should be established and, should he be willing, Harmony Foundation Executive Director Clarke Caldwell should be designated team leader for the fund-raising phase of the project.
The Harmony Hall Task Force was instructed to continue through August 31, 2003, to review and present to the Board for its consideration, any additional viable prospective sites.
Harmony Foundation priority list grant projects – Todd Wilson moved to approve by e-mail the Harmony Foundation list of viable available grant projects. Motion seconded and carried.
Election – Nominating Committee Chairman Chuck Watson presented the 2004 slate of Society officers, Board Member at-large, and Harmony Foundation Trustees, as follows:
Society President Rob Hopkins
Society Executive Vice President Chuck Hunter
Society Treasurer Bob Guiggey
Society Board Member-at-large Rob Arnold (three-year term)
Harmony Foundation Trustees J.R. (Digger) MacDougall (four-year term)
Dick Shaw (four-year term)
The following nominations were made from the floor noting that proper notice of the intention to make each of the nominations was given, per Section 7.04 of the Society Bylaws: Drayton Justus for Executive Vice President, nominated by Thom Hine, and Gary Denton for Board Member at-large, nominated by Dennis Cook.
Nominating Committee Chair Chuck Watson then moved, motion seconded and carried, that the Board elect, by acclamation, the unopposed nominees for the Society officer positions.
Nominees Chuck Hunter and Drayton Justus left the room. Discussion of candidates followed. The nominees returned to the room and a vote was taken. Ballots were counted and Drayton Justus was elected to the position of Executive Vice President.
Nominees Rob Arnold and Gary Denton left the room. Discussion of candidates followed. The nominees returned to the room and a vote was taken. Ballots were counted and Gary Denton was elected to the position of Board Member at-large.
President Lewis declared the following to be elected:
Society President Rob Hopkins
Society Executive Vice President Drayton Justus
Society Treasurer Bob Guiggey
Society Board Member-at-large Gary Denton (three-year term)
Harmony Foundation Trustees J.R. (Digger) MacDougall (four-year term)
Dick Shaw (four-year term)
Sergeant-at-Arms – Bob Guiggey reported that he collected $513 U.S. funds and $95.54 Canadian funds to be designated for the Harmony Foundation General Fund.
Adjourn – There being no further business, the meeting adjourned at 6:00 p.m. with the singing of “Teach the Children to Sing” directed by Darryl Flinn, and “Keep America Singing” led by John Devine.
Respectfully submitted,
Darryl Flinn
Executive Director
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