BWW Leadership Team Meeting Minutes, 10/08/23*

*Approved: 11/19/2023

Key action items bolded and underlined.

Meeting convened at 6: 30 PM

General: Review minutes of 9/10/23 meeting. Minutes approved.

Attendees: Janet Mckeehan-Medina (Co-Chair); Sam Fenner (Managing Director); Dick Matheson (Treasurer); Millie Eidson (Secretary); Jon Fenner (Comms); Jane Nevins (Fundraising); Gloria Cooksey (Fundraising); Ashley Hajimirsadeghi (MSR); Monte Mann (Treasurer-in-training)

Introduced new volunteer for Treasurer: Monte Mann

• Board needs to vote to appoint new Treasurer to replace Dick. Treasurer has automatic seat on the Board (Bylaw 5.2b).
• If Monte is appointed as new Treasurer and Board Member, someone needs to give up Board member positon to keep number of board members at seven.
• Members voted Dick as a member of the Board of Directors for a two-year term (elected May 2023).
• Why Dick wants to stay on as a Board member even if stepping down from Treasurer position:
  • He decided not to announce at annual meeting that he might withdraw from the Treasurer and Board position after several members raised the issue to him. 
  • He was chosen at the annual meeting to represent the members and feels he should honor that election. 
  • He feels a special dedication and commitment as a Board member. There is a difference in role of LT and Board members. He wants to be serving at the Board level (legal representation of BWW), which has greater responsibility.
  • Dick believes that most organizations want to expand their boards to have diversity of representation and opinion. 
  • He believes he provides an independent voice as a Board member. 
• Issues with extending Board to 8 seats (adding Monte as Treasurer and keeping Dick in at-large position)
  • Would have even number, which can be challenging if a tie vote and possible deadlock, but nothing in bylaws specifies having an odd number. For some issues, 5/8 votes would be required to pass (others require 2/3).
  • Could consider adding two positions to achieve an odd number with nine, but didn’t have many deadlocks in previous times when even number of board members. 
  • Create eighth position as a Board-member-emeritus position without voting rights? But not having a vote is not being a board member.
  • If Dick wants to stay on, would have to follow bylaws to remove him, which we don’t want to do. Removal of office requires 2/3 vote of board members. There is a difference of opinion on whether Dick would need to recuse himself from that vote.
  • The LT respects and acknowledges the tremendous contributions Dick has made as Treasurer, a Board member, and workshop host. If Dick resigns as a Board member and Treasurer, BWW can still benefit from Dick’s experience if he remains as a LT member.
  • At end of Dick’s current board term (May 2025), he could not stay on board without a year off.
  • Need to have four of seven board members vote unanimously to appoint a new (eighth) Board member. 
  • Question was asked about the benefit to BWW of Dick retaining a Board member position. Dick doesn’t feel the need to prove the benefit to BWW of his retaining his Board member position.
  • Should Conflict of Interest team consider the issue? COI recommendation may help someone on the Board make a decision. COI is to address potential financial conflicts and makes recommendations for LT to consider. This question is not specifically related to COI mission, although COI purpose, said at COI meetings, is to make sure everything BWW does is in BWW’s best interest.
  • Bylaws section 5.2B says that Treasurer automatically serves on the Board of directors.
  • Dick won’t resign position as a board member even if Board doesn’t vote to add an additional seat, which poses a problem because state regulations require having a Treasurer who is a Board member.
  • Five of the seven current Board members are on the Board because of their specific positions. Only two people are on Board in an at-large function. 
  • Sept. 15, 2019 minutes about reorganizing (see: https://bwwvt.org/2019/09/22/burlington-writers-workshop-leadership-team-meeting-minutes-9-15-2019/) ; required by state law to have board of 3 people—chair, secretary, treasurer, but decided to go with 7 person board (rec. by state of VT); wanted LT but Board also required. LT allows contribution of dedicated members, Some recommended a larger board, and it was noted that the Board can add members. Motion was approved for Board and LT, but exact wording of final approved motion is not included in minutes. 
  • Prior precedence: In past situations when officer/board member stepped down and new one appointed, they resigned their position and Board membership. But they left their positions and board membership, so it didn’t affect number of board seats (see https://bwwvt.org/2020/12/06/meeting-minutes-summary-annual-bww-meeting-1-3-pm-dec-6-2020/.
  • Tonight’s meeting is a Board meeting, expanded with LT, so vote could be done now. Passing any motion requires 51% of total board members, so need four board members approve. 
  • Millie’s motion for discussion: Add 8th Board member because no other alternatives at this point unless removing a Board member against their will. Motion not seconded.
  • It was suggested that Dick could run again next spring when other terms come up, and then can stick with 7 members. However, Dick still wants to remain as a Board member and is in his second term, so is not eligible to run again under current bylaws (section 5.5c).
  • Suggestion to postpone further discussion to next meeting and include more Board members. Dick can continue to train Monte in Treasurer position.
  • Could Dick temporarily step down so Monte could be appointed; then consider voting on 8th position? But Dick is not stepping down.
  • Does Dick need to recuse himself from vote? Different opinions.
  • Consult with nonprofit lawyer who works with BWW? No decision made.
  • If no one is qualified as treasurer, what would happen? State requires one to be appointed.
  • Motion: Table the issue until next meeting. Seconded. Passed.

Recording Policy and Halloween Contest: Sam

• Recording policy: approved after discussion below
  • to be ADA compliant, recording can’t interfere with workshops
  • if recorded, must be approved by everyone there
  • if not approved, provide person making request peer notes.
    • Halloween contest
      • Raffle prize options—book ends, 2 glass beer steins, tee shirts—on sale and as a raffle item? 
      • Get gift certificate to bookshop.org if they would donate it; or buy it if they don’t
      • No offers of certificates from local bookshops so far
      • If include online participation in raffle, would raise more funds
      • Physical objects for those in attendance only—decided on 2 beer steins
      • $25 gift certificate for online, approved for purchase by majority vote 
    • Half of story submission fees is going for prize money; got 27 stories
    • Projected attendance: had 30-40 participants in last events; will charge $1/raffle ticket
    • Advertise in Front Porch Forum, suggest wearing costumes
    • Sam will sort story readers to put ones at the end if there’s any concern for children regarding subject matter or style  

MSR Publishing Workshop: Ashley

• Hosted publishing workshop, good turnout
• Recording on participating member site by midweek

Comms Team: Jon

• New physical address, Jon will send out note

Fundraising: Jane

• Following up to verify the amount of the grant.

Adjourned: 8:12 pm. Next LT meeting: Sun. Nov. 19, 6:30 PM