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Board of Directors
Special Meeting
Nov, 17, 1975
Minutes

Board Members Present: Debby Kaplan, Michael Williams, Carol Fewell, Chuck Cole, Don Galloway, Jan McEwen, Hale Zukas, John Baker

Others: Neil Jacobson, Camille Plunkett, Gary Peterson, Larry Biscamp, Phil Draper, Charlie Brown, Leanne Kurtz, Diane Schechter, Jack Rowan

Chairperson Debby Kaplan called the meeting to order and asked for any additions or corrections to the agenda, adding that the Board would also be dealing with what happened at the November 10th Membership Meeting.

Larry Bisacamp, Membership Meeting Representative, read the four-part resolution that came out of the Nov. 10 Membership Meeting.

  1. As of February 23, 1976 (the next regular Board election), the number of staff members on the Board should be reduced to 3.
  2. The position on the Board left vacant by Phil Draper's resignation should be voted on again at the February, 1976 election.
  3. The maximum number of staff on the Board should never be more than 3.
  4. As of February, 1976, the election procedure should be changed so that the names of all candidates appear on one ballot. Each member would have as many votes as candidates, but would not be able to vote for the same person more than once. Ballots to be prepared ahead of time.

Debby Kaplan—These motions reflect the feeling of the Membership; they don't have a binding effect on the Board. It is up to the Board to act as it sees fit. What is the most important issue to discuss first?

Jan McEwen—Maybe we should try to figure out the staff-on-Board issue first before going into the nature of the Board.

Debby Kaplan—OK, I open the floor to discussion.

Jan McEwen—It would seem a good idea. The original by-laws approach with 3 staff members on the Board has never really been done. Less staff on the Board would look better to the County.

Hale Zukas—The Board of Supervisors put off deciding the Boards/Staff issue for 2 weeks. It doesn't look good. A couple of Supervisors are against any staff on the Board. We should invite Bort over here to visit CIL and lobby him. It's up in the air.

Debby Kaplan—We should vote first on whether to limit staff on the Board to 3, then decide how to do it.

Larry Biscamp—If there is a set of resolutions from the Membership to the Board, they should be looked at to see if there are some more important issues, for instance, a spokesman for the Membership.


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Debby Kaplan—Larry Biscamp proposes that we go thru the motions of the Membership and decide whether to adopt them or not.

John Baker—The Board is responsive th the Membership but is it responsible to the Membership? It seems strange that a membership meeting was finally held with a good turnout and now we're acting on their recommendations.

Michael Williams—I don't want to see the Board become a rubber stamp for the Membership.

Gary Peterson—As a member, it seems to me that you have to balance responsiveness and responsibility.

Debby Kaplan—If there's no further discussion we should take up the Membership proposals. First, reduction of staff on the Board to three.

Don Galloway—Shouldn't that be a proportion of the Board, in case the number of Directors changes, instead of a certain number of Directors?

Chuck Cole—I think that these motions are acceptances of obligations to put these things into effect. We need to sit down and go thru the by-laws and implement these things. We're agreeing to do something, but not saying how yet.

JAN MCEWEN MOVED THAT AS OF FEBRUARY 23, 1976, THE NEXT REGULAR BOARD ELECTION, THE NUMBER OF CIL STAFF ON THE BOARD BE REDUCED TO 3. Michael Williams seconded.

Don Gallway—Motion is to reduce staff to three, not a proportion of the Board?

Jan McEwen—Would this go down badly with the Membership?

Larry Biscamp—I don't like the idea that if the Board was upped one, that one more staff person would be on the Board.

Carol Fewell—That wouldn't have to be the case, it just could be.

Don Galloway—Amend the motion to reduce staff on Board not to exceed 1/3 of the Board.

Debby Kaplan—Jan McEwen, do you accept the amendment?

Carol Fewell—I call the question on the amendment.

Vote on Amendment—3-Yes, 4-No, Amendment failed.

Vote on Motion—5-Yes, 2-No, Motion carried.

Chuck Cole—I suggest that wewrite a by - law with the effect of this motion. This resolution should be binding on the Board so that this by - law can't be changed or amended.

Larry Biscamp—Let's disscuss the second Membership resolution.

Hale Zukas—Amend the by - laws so that any vacancy filled by Board appointment automatically come up for election at the next scheduled election.

Carol Fewell—Why?

Larry Biscamp—Because the Membership elects Directors except at the few times when the Board apponts. The membership has no say in that and wants to. It's a good idea to keep appointments short.

Don Galloway—In many instances, when a Board can appoint someone, that Board can assess its needs and appoint someone accordingly. To limit appointments, function of that person is lost. The Board doesn't just fill a vacancy, it appoints a person for the strengths they bring in. Limiting the term of the appointment takes a lot of power from the Board.


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Larry Biscamp—I agree the Board at its best would act that way—the insinuation is that the membership won't respect what the Board does.

Chuck Cole—I feel kind of mushy about this. We just changed Board terms from 16 to 24 months. We should have some limit on how long appointed seats go unreferred to the membership. Maybe if the unexpired term is 8-12 months long, then reschedule it to appear at an election. It's hard to interest people in short interim terms.

Debbie Kaplan—The question is whether Phil Draper's vacancy will be up for election again in February.

Hale Zukas—The Board can decide whether to leave that seat vacant until an election.

Larry Biscamp—If there's talent around why not use it even for three months?

CHUCK COLE MOVED THAT VACANCIES FILLED BY BOARD APPOINTMENT WILL HAVE TERMS NOT TO EXCEED 12 MONTHS. SEATS SO APPOINTED WILL COME UP FOR ELECTION AT THE LATEST ELECTION WITHIN THE TWELVE MONTH PERIOD. Jan McEwen seconded. Motion carried with 5-For, 2-Against.

"The maximim number of CIL staff on the Board will never be more than three."

JOHN BAKER MOVED THAT THE NUMBER OF CIL STAFF ON THE BOARD OF DIRECTORS WILL NOT EXCEED 1/3 OF THE BOARD. Carol Fewell seconded. Motion carried with 5-For, 2-Against.

Carol Fewell—If the membership is opposed to having a staff person on the Board, they don't have to vote for them, but they can if they want to.

Neil Jacobson—Does that mean that if a Board member is hired by CIL, he leaves the Board with the arrival of first pay?

Michael Williams—I would assume so.

Debbie Kaplan—It would depend on what was important to the person.

Phil Draper—What if there were 4 vacancies on the Board, 2 staff already on the Board. Would you limit the number of staff that could be elected to one more?

Chuck Cole—A person would not be eligible to run for the Board if the effect of their being elected violated the quota.

"As of February, 1976, the election procedure should be changed so that the names of all candidates appear on one ballot. Each member would have as many votes as candidates but would not be able to vote for the same person more than once. Ballots to be prepared ahead of time."

JAN MCEWEN MOVED THAT AS OF THE FEBRUARY, 1976 ELECTION, THE MEMBERSHIP RECOMMENDATION ON ELECTION PROCEDURE BE ADOPTED.

Michael Williams seconded the motion.

HALE ZUKAS MOVED THAT THE MOTION BE TABLED UNTIL THE NEXT REGULAR BOARD MEETING. Motion carried with 7-For.

Don Galloway—This is just one suggestion. We should have a wider selection of methods. We have the brains around here to come up with other election solutions.

Chuck Cole—The Board has to make a good faith effort to work on the other things we've voted on.

Debbie Kaplan—Are we having a regular Board meeting in December? We should have a meeting sometime that month. The table on the election procedures motion will last until we meet in December.

The December meeting will be on Monday, December 15, 1975.

Chuck Cole—Let's have a marathon meeting. There's a lot this Board has to do.


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Debbie Kaplan—On November 24 we'll start at 4pm, have a break for dinner and then reconvene.

CAROL FEWELL MOVED THAT WE HAVE A MARATHON MEETING ON MONDAY, NOVEMBER 24, 1975. Jan McEwen seconded. Motion carried.

Jan McEwen—The next membership meeting is on December 1, 1975. Larry Biscamp or someone should take a report of this meeting to the membership and also attend the Nov. 24 Marathon.

Chuck Cole—I urge that we appoint advocates of the membership resolution to come to the Board's meetings to help form methods of holding the resoltuions up.

Carol Fewell—How are we going to decide which staffers will leave the Board?

Chuck Cole—Have a study group.

Debby Kaplan—I would like to see open discussion first.

Hale Zukas—I would like to see the staff of Cil decide which staff members will remain on the Board.

Phil Draper—The staff can decide on 3 people, recommend them to the Board and let the Board act on that. Suggestions on the election:

  1. Staff elect staff openings
    • (a) staff can vote in general election
    • (b) only non-staff can vote for non-staff Board members
  2. The Board can decide which staff will leave it.
  3. Have the whole Board come up for election and elect as follows:
    • 3 members with 2 yr. terms
    • 3 members with 1½ yr. terms
    • 3 members with 1 yr. terms
    • 2 members with 6 mo. terms

Chuck Cole—We need a by-law to conform to the motion.

Debby Kaplan—The by-law committee needs to meet. They will make a report at the December 15 meeting. Also, should we fill the Board vacancy at the Nov. 24 meeting?

Carol Fewell—We should fill it as soon as possible.

Debby Kaplan—OK. Any other business?

Phil Draper—There is a proposal to UBAC to fund our Administration.

Carol Fewell—Can we loose revenue sharing money if that proposal is funded?

Hale Zukas—There are any number of questions on this proposal. Are there any strings attatched to this money? We talked about affiliation with UBAC two years ago.

Larry Biscamp—When is the proposal going to be done? Can we get it to people and do a phone in?

Phil Draper—It's not a very long proposal; contains pretty standard stuff. The narrative and the budget will be ready by Wednesday.

Chuck Cole—I propose that what we approve is the proposal, not the contract. I would like the Board as a whole to see the contract, if any, that results from this proposal.

CHUCK COLE MOVED THAT NO CONTRACT WITH UBAC BE SIGNED UNLESS THE BOARD READS AND APPROVES IT. Jan McEwen seconded. Motion carried with 7-For.

Carol Fewell moved to adjourn the meeting.

---Meeting Adjourned---