Burlington Writers Workshop Leadership Team Meeting Minutes, 9/15/2019*

*Approved: 9/22/2019

Burlington Writers Workshop
Annual Meeting
September 15, 2019

Members Present:
-Nancy Kilgore
-Grier Martin
-Candelin Wahl
-Mary Chaffee
-Dick Matheson
-Stephen Krastner
-Adrian Williams
-Eva Gumprecht
-Jim Rader
-Dennis Bouldin
-Reina Pennington
-Wendy Anderson
-Kerstin Lange
-Olga Hebert
-Roxanna Nickerson

Item 1: Report from the Finance Committee, 2020 Cash Flow Projection and 2020 Proposed
Budget. Vote to approve budget as presented or modified.
-Dick Matheson presented
-last year we had a deficit of $3,000
-to correct this in the future, we need an effort from current committee members
-the budget can be adapted during the year based on events, such as receiving a grant
-we cannot reduce expenses any more at this point without making severe changes, like no
longer paying for Internet connection in the BWW office
-Dennis asked what the nature of the deficit is.
-Dick answered that combining 2018 and what is predicted for the rest of 2019, there will be a
$6,000 deficit.
-Candelin pointed out that grant income is important, and if we can get as close as we are now
we’re doing pretty well, and we should be aiming at applying for grants.
-Dick stated that on September 24 or 25 we could get a one year subscription to a grant software
program that would help us find and apply for grants, which costs $79.00.
-Mary pointed out that to count on grant money for this year might be too optimistic, but might
be realistic for next year.
-Mary also asked if the Fundraising Committee is still functioning.
-Dick said we will talk about the Fundraising Committee at next week’s meeting.
-Wendy stated that before BWW was a 501(c)(3) non-profit organization, it depended largely on
member fundraising. Wendy will not be able to take a leadership role in this area this year.
-Eva stated that we aren’t asking members often enough, or for enough money when we do ask
them, but that when we do ask we tend to get what we ask for.
-Jim stated that he has only given money once in three years, and that was in response to a
request.
-Dennis noted that most of the income now is coming from Mud Season Review (“MSR”) and
asked if MSR is on the upswing.
-Dick said that we will discuss MSR at the Leadership Team meeting, and we will want to speak
with Erin Post, Managing Editor of MSR.
-Wendy stated that MSR sets its budget based on what it wants to accomplish.
-Manuscript reviews bring in money for MSR and the BWW general fund.
-Candelin stated that manuscript reviews take 40 hours each to complete, and it is difficult to
find volunteers to put in this amount of time. Doing more manuscript reviews might be difficult.
-Dick asked if we would like to pass the budget.
-Wendy moved to pass.
-All ayes, none opposed.

Item 2: Elect a Membership Team that will meet regularly at meetings open to any interested
BWW members, and make all decisions and delegate tasks to volunteers and Committees. The
Leadership Team (“LT”) would elect Board officers required by Vermont law from among its
members.
-Dick stated that he would like to modify the proposal. He thinks BWW should elect a Board,
and the LT would be anyone who wants to come to the LT meetings. The Board would exist
merely to fulfill legal requirements for a 501(c)(3) organization.
-Eva stated that the current proposal is not a problem. The law just says we need three people to
form a Board, this could be anyone. But, having a Board separate from a major decision-making
body could separate the Board from real knowledge of what is going on. Perhaps out of the
Board, three people could be named to fulfill the requirement. So, the Board would be a subset
of the LT.
-Dick said that BWW bylaws recommend seven members, and so does state law.
-Dick and Eva agreed that they don’t want separation between the Board and the LT.
-Dennis said that he thought the LT would elect the Board, and the LT would give guidance to
run BWW.
-Dick said that the Board would take care of legal requirements, but the LT could be the Board
and anyone who wants to show up and be involved.
-Wendy said that with this model, only three people would have legal responsibility, but not
decision-making power. We were set up to be a very open organization, pursuant to last
December’s meeting. We should continue to have a Board, with an annual meeting and power
going to the members. It would be wise to let elected people have fiduciary responsibility, and
this would be too much for only three Board members.
-Stephen asked if the issue is simply the job description for Board members.
-Wendy stated that the Board has to make sure the organization is operating in line with the
stated charitable purposes as required by law.
-Reina said that either a large Board or a large LT seems popular, and asked if we have enough
people for this now.
-Nancy answered that yes, we have a sufficient slate of people now.
-Wendy asked what governance we will operate under.
-Eva said that it’s fine to either have everyone on the LT be Board members, but we just don’t
want the Board acting in a vacuum.
-Is it the case that BWW membership can elect the Board, but the LT cannot?
-Jim asked how many candidates were present at the meeting.
-Dick stated that he nominated seven people and two declined, but with additional nominations
we would seven.
-Partridge Boswell is currently serving a term through August 2020.
-Erin Post is an ex officio member.
-The other nominees are:
-Adrain Williams
-Nancy Kilgore
-Elain Pentaleri
-Dennis Bouldin
-Weny asked how voting would work with both a Board and a LT.
-Mary said that the LT could be advisory, and the Board would make decisions.
-Eva asked what the LT will be.
-To work well, people need to make a commitment for a set term, and there needs to be
continuous leadership. We can’t depend on people to show up in an ad hoc sort of way.
-Leadership should meet regularly, and the Board should always meet with the LT.
-Olga asked if the LT will be anyone who comes to a meeting, and the Board will have no real
responsibility. A LT with a set commitment makes sense.
-Candelin stated that at the planning meeting it was put forward that we have semi-active
committees who do most of the work, and the LT is meant to be what the committee heads
would have been. The LT would assign task groups to replace the committee structure.
-Whether the LT replaces the Board is a separate question.
-This was the discussion – people wanted a wider net of people responsible for carrying out tasks.
-Stephen said that this is a discussion about job descriptions. There is a lot of work to do, and we
need active people coming to meetings.
-Nancy asked for clarification.
-Dick said that we should let the heads of committees come to meetings as they please.
-Eva expressed doubt about this model.
-Wendy said that the intentions set at last December’s meeting were that we want to open things
up, and have the Board operate more openly.
-We should elect a Board or a LT and operate under the existing bylaws. We need the ability to
make decisions.
-Jim asked if we should review the bylaws again before we make any decisions.
-Nancy asked for a clearer proposal.
-Eva suggested that we rename the Board as the LT, and that the LT have decision-making
capacity, people taking fiduciary responsibility. If the entire LT is the Board, they would have
those rights.
-We want everyone in the same room, with better communication. We can’t require a
representative from each committee.
-Dick suggested that we keep the Board, but call it the LT, and anyone can go to meetings and
talk to the LT.
-Eva said that we need to make clear that the Board is the representative body for BWW.
-Wendy said that the Board gave up a lot of its power last December to members. We should
give the new model a year to see how it works.
-Adrian said that at the meeting last August there was a complaint about burnout, and worry that
there would be a critical mass for the Board.
-He recommends more than seven members. We need as many people as possible involved.
-Wendy said the Board has the power to add members, and could add committee chairs if it
wants.
-Eva said that there needs to be an understanding that a Board’s function is to inspire others to
help with the day-to-day work, so the Board can focus on vision and fund-raising. Board
members can’t do everything.
-Candelin suggested the following change to the language of the proposal:
“The membership agrees to support the Leadership Team as they are able.”
*(We may want to ask Candelin to provide her notes here.)
-The LT would meet regularly and the meetings would be open to any members.
-Dennis asked how one would be elected to the LT. Would there be a vote once a year?
-Eva said that if this is just a re-naming of the Board, it says in the bylaws that the Board can
bring people on.
-Now, the Board doesn’t have the right to make all decisions.
-Some decisions need to be brought to the membership.
-Stephen said that it looks like we are discussing an inflexible vision versus a dynamic meeting.
-There should be a Leadership Committee that allows anyone to show up and get involved.
-Nancy said we should distinguish between what happened at the last meetings and what the
proposal is.
-Candelin said we should elect a body to help us function and put the December meeting
decisions into effect, with a set term, and how they will operate will be discussed at their first
meeting.
-Eva agreed with Candelin’s suggestion, and added that the group should meet regularly.
-Candelin said that this is in the bylaws.
-Reina said it sounds like what we need is already in the bylaws.
-See Candelin’s LT proposal.
-The proposal was put to a vote, nine ayes, none opposed.

Item 3.1: Proposal: Recommendation by membership committee to revise the definition of
“member” in the BWW bylaws.
-Adrian, on behalf of the membership committee, said that the committee has been working this
for six months (see handout).
-When we put together grants it helps to show a large number of members, but the current count
from MeetUp is not accurate.
-There is currently a rather low bar to be considered a member, and many members are not very
much involved.
-The current definition of ‘member’ doesn’t create dues. This might create an administrative
burden, but we could create a new norm, in which each member gives what they can.
-Jim asked, over time, how will we maintain a membership list.
-Eva stated that we are asking workshop participants to fill out membership forms at workshops.
-Reina said that it seems unrealistic to not have membership dues.
-Dick stated that the BWW bylaws state there will be no dues or fees.
-Eva suggested that the administrative burden involved in collecting and tracking membership
dues would be too great.
-The proposal was put to a vote, several ayes (didn’t have time to count), none opposed.

Item 3.2: Proposal: Form a committee to codify the 2015 bylaws with changes approved at the
December 2018 and the September 2019 annual meetings, and any other recommendations that
arise from discussion, into revised bylaws for BWW. These will be submitted to members for
approval at the 2020 annual meeting and refiled with the Vermont Secretary of State.
-The proposal was put to a vote, several ayes, none opposed.

Item 4: Nominate, second, and elect a minimum of three willing BWW members and preferably
enough to total seven elected leaders, whether present or not, to serve on the LT.
-Dick nominated:
-Elaine Pentaleri
-Dennis Bouldin
-Nancy Kilgore
-Adrian Williams
-Roger Watters
-Eva and Wendy seconded, and it was put to a vote. All ayes, none opposed.

Item 5: Discuss and vote on a proposal that all BWW-member-led workshops remain free but
certain other activities, such as fundraising events, are not required to be free.
-Dick said that Article 1 of the bylaws states that BWW is an organization that offers to any
Vermont writer opportunities to learn and grow from provided activities.
-The bylaws do not say all activities have to be free.
-We could make some fundraising activities require a donation.
-Stephen gave an example of a poet who works with people who have not gone to college, and
announces a ‘suggested donation.’
-He had previously asked if the ACLU would give $100.00 to an event, but there were obstacles.
-Wendy said that originally, the BWW founders were committed to social justice values and
remaining free.
-Eva said that, in the past, when we have wanted to bring a guest writer, people in the group were
willing to pay, and this wasn’t allowed because of the bylaws.
-It could help to have a discussion, but not be hamstrung when people want to give money.
-We could have events with strongly suggested donations, on an honor system.
-Dennis asked why we couldn’t add the phrase “as approved by the Leadership Committee” to
the proposal, after “certain other activities.”
-Kirsten said that she’d like to save this discussion for the Leadership Committee, and doesn’t
want to close the door on anything today.
-The current proposal is a way to suggest that, if you can pay, please do.
-Dennis asked if this proposal is meant to amend Article 1 of the bylaws.
-Wendy stated that Article 1 doesn’t rule out paid events, but it would help to clarify this.
-Dick put the proposal to a vote. One opposed, two abstentions, twelve ayes.

-We reached the end of the agenda at 2:30.
-Candelin asked when the next meetings would be.
-Dick said there is a meeting September 22, regarding the Board and/or LT, and officers will be
elected.
-Dick would like another meeting next January.
-Eva suggested that we not burn people out with too many meetings, and that we may want to
wait until next spring.
-Eva also suggested sending the proposed agenda for the next meeting to active members on
Meetup.
-Stephen said he could get this list of about 290 people.
-notes prepared by Grier Martin