Storymakers Board of Directors Meeting Minutes, 16 March 2022
Present:
Shelly Brown — Chair
Crystal Liechty — Chair-Elect
Loralee Evans – Secretary
Lori Parker – Finance Chair
Cindy Bennett–Finance Co-Chair
Emily Huey — Whitney Awards President
Rebecca Carlson — Membership Chair
Cindy Whitney — Communications Chair
Tara Allred — At Large Representative
Clarissa Kae Wilstead–At Large Representative
Absent:
Cassie Cook — Conference Chair
Wendy Jessen — Conference Co-Chair
Traci Abramson — SMIAH Conference Chair
Jerry Borrowman–At Large Representative
1—OPENING
We will be discussing the new by-laws.
2—CHAIRMAN& CHAIRMAN ELECT, Shelly Brown & Crystal Liechty
Shelly asks please keep comments on topic, concise, and clear.
Do we keep the secretary as a voting member?
Lori moves that we allow the secretary to vote. Cindy W seconded. Vote went through.
Secretary is allowed to be a voting member of this meeting.
2.1 Purpose- does anyone have concerns with the purpose?
There is one person who has some concerns. It is hard to go with a purpose that is so open. She doesn’t want this to turn down a path that will take the discussion off course. She allows the purpose to stand as is.
4.1.1 Board Selection-
4.2 Board Composition- It is proposed that we bring the number Directors at Large to down to 2 or 3 directs at large. (Currently it says up to 5) This was 5 because they were members of the guild committee but if they are in the BOD then this is too many.
How do we make the by-laws work the best right now? The other positions would be in the Guild Committee.
Everyone currently in, will still have a place.
Shelly proposes two at larges. Lori seconds. Vote passes.
4.2.3 Whitney Award Committee Chair- It is proposed we strike the first sentence from the first paragraph. Emily seconds. Vote passes.
It is proposed we change “said process” to “said criteria” Emily seconded. Vote passes.
“The Chair announces the winner at the annual Guild Conference.” It is proposed striking this sentence. Emily and Lori both seconded. Vote passes.
“Any board member participating in the adjustment of the Whitney award criteria is ineligible to win the award for a period of 1 year after said adjustment…” Discussion around this sentence but some believe it is important to keep in, to maintain the integrity of the Whitneys. It is proposed to change the words to be more clear. Suggests changing the wording to “in the affected award year.”
“If the board adjusts the Whitney award criteria or committee they become ineligible to win an award in the affected year.”
Discussion around the idea that participating in an adjustment is different than actually approving.
Looking at the wording to be “…is members become ineligible to win during that award year.”
Lori moves to approve changes. Shelly seconds. Voting passes.
4.2.5 Directors at Large- It is proposed that we refer back to the previous directors at large definition. It is currently in purple in the suggested by-laws right now.
Liaison between board and membership…”
Who exactly elects the at large? This needs to be clear. Change wording to make that more clear. (Missing motion and second) Voting passes.
Some want to have it made clear who the at-larges answer to. We do not have the answer to this.
Secretary is responsible to provide a monthly review of the BOD meeting to the membership.
Shelly suggests we strike the middle sentence about at-larges working closely with the secretary since that has not been happening. Cindy B Seconds. Voting passes.
Lori wants to make sure that it’s the at large who are elected by the membership to be board members. To represent membership interests.
The director at larges will be liaisons and also members of the Guild Committee. They will decide who does Storymakers U, etc.
It should be in the by-laws to be clear.
4.3 Director Compensation- Those being compensated are not allowed to vote on that compensation. (Motion missing) Voting passes.
We thought about compensating the Whitney Chair. Should we change this so that the Whitney chair can be compensated? The treasurer and Conference chair are compensated, but cannot vote on that compensation.
No one on the board can receive compensation unless it has been written into the bylaws. We have record of the treasurer being compensated since 2012 at least.
We will have to add Whitney Chair in, or amend it. Cindy B says “…treasurer, Conference Chair, and/or Whitney Chair MAY be compensated…”
We accept Cindy’s sentence as Shelly just read it. Voting passes.
First sentence will be changed “…shall not receive any monetary compensation…”
Shelly proposes we move this forward. Cindy B seconds. Voting passes.
4.4 Director’s term of office. It is proposed to change these terms as written by the lawyer as one person doesn’t like the idea of someone being around for 6 years. Discussion about whether to change lawyer’s wording goes on but it is decided that it is in there for a reason and chances of anyone going over their year term as Chair isn’t great. Nothing changes.
Should the term “elected” be changed to “elected or appointed” as some people will be elected and some may end up being appointed? Shelly motions. Emily seconds. Voting passes.
4.8 Board Meetings. This is where we need to add a general membership meeting. It is proposed that we include here where it says that we have an annual, general membership meeting for the purpose of election of at larges. an annual review, and vision for future year.
A suggestion is put forward for 4.8.1 about general membership meeting about general elections and annual review of the BOD. 4.8.2 Would be general membership review.
4.8.1 General Member Meeting (to be added in) Annual meeting
Shelly motions to make this change. Emily seconds.
4.8.2 General Member Meeting held each year We need to say “it MAY be a board meeting” including but not limited to a general election.
The guild includes board and committee. The guild could be understood to be the whole organization.
Should we write the whole name of the guild Storymakers Authors Guild. Should we say “It MAY include…but not limited to…”
In the general membership meeting, should be held fiscally responsible? We have the treasurer making a report?
It is in policy and procedures. The audit will be done and will be available to the membership.
We need to make sure those things are available to the guild members. Presented to the general membership. Here’s the audit, here’s the budget, etc.
We have never had an audit, though we probably should have. We need to be more fiscally responsible, so the audit was added.
Let’s vote on Lori’s sentence. Shelly motions. Emily seconds.
If we have townhall it needs to be in the newsletter.
4.10- No changes
4.13 Power to Make By-Laws.
Some of the wording could be problematic. Any discussion about adding the last part putting back in about “without approval of the General Membership” at the end. Shelly motions we accept Clarissa’s sentence. “The board of directors shall have the power to make and alter any bylaw or bylaws provided that the board shall not make or alter bylaws relating to qualifications classifications, or term of office of any member of the ten existing boarding without approval from the general membership outlined…”
Should we add “make, alter, or repeal”? Could we make this more clarified? We should be able to repeal bylaws.
4.13 now reads: “Power to Make Bylaws. The Board of Directors shall have the power to make and alter any bylaw or bylaws provided that the Board shall not make or alter any bylaw or bylaws relating to qualifications, classifications, or term of office of any member of the then existing Board without approval from the membership.”
(Motion missing) Voting passes.
5.1.2 Chair- Does this need to be in the by-laws, because it is in the policies and procedures.
Some concerns are brought up, but this does not need to be a sticking point.
We currently have a work-in-progress organizational structure that is available on the website.
5.1.4 Treasurer-
Policies and procedures has information about the duties of the treasurer.
5.1.5 – Secretary- The secretary will also post agendas to BOD and minutes to the general membership. And report on monthly meetings of BOD.
Summary to general membership instead of “minutes”
The secretary will also post the agenda to the board of directors and summary to general membership”
Shelly motions to approve this wording. Lori seconds. Voting passes.
6.3 Annual budget- does membership need to vote on it? No decision made.
10.1. Amendment by-laws
Does anyone have concerns? the lawyer did want the wording written in legalese. “Repeal these bylaws” contradicts the by-laws. Interpretation in the future is a concern brought up. It is proposed we just say “amend” or “modify”? Repeal sounds too final. As of now, let’s leave “repeal” in.
11.1 Dissolution. currently, the board may dissolve the guild with the approval of at least 2/3rds of the BOD. Writing the wording for something like the dissolution of the board is tricky and hard to do. It is similar to the seriousness of “repealing”, which we’ve discussed.
If we have a town hall meeting, it would need to be in the newsletter.
Nothing can go forward without letting the rest of the BOD look this over.
Conference chair and chair having voting rights, but are not present. The rest of us are already a majority. We will post this for the missing members.
Shelly adjourned the meeting.