IJA Board Meeting - May 28, 2002

Called to order 6:10pm PDT.

Present: Board chair Paul Richmond; general manager Norm Schneiderman; directors Martin Frost, Todd Strong, Katje Sabin, Ben Schoenberg, Andy Ford, Bill Ritchie. (Director Art Jennings was excused; he voted via proxy to Paul Richmond.)

The agenda was approved as written.

Katje suggested, and the board agreed, to investigate and discuss the use of a parliamentarian in the future.

The minutes of the May 14, 2002, meeting were approved as amended.

Staff Reports:

General Manager: Norm reported that the final version of the JUGGLE Magazine contract was approved by our lawyer. Also, the video contract with Alan Plotkin was signed. The Best Of video project was progressing. 64 members have signed up for the festival. The roster is in the mail.

Festival Coordinator: Ginny Rose did not submit a report for this meeting. She gave informtion to Norman who provided it to the board.

Regarding the festival, Norm said that the Reading festival contract might have been signed within the last two days. Katje expressed concern that the contract was being signed before the board had had an opportunity to review the contract that it were now financially responsible for. Martin asked if board members would receive a copy of the signed contract. Norm indicated that he thought that would be possible.

Albert Lucas had two proposals he wanted the board to consider, but they were not submitted in time for this meeting. During this discussion, it was discovered that the time for the joggling was changed from the originally printed time. Several board members felt that it was late to make this kind of change, and urged the festival coordinator to reconsider this decision.

Secretary/Treasurer: Richard Dingman had no specific report. He gave information to Norman to report.

Committee Reports:

Video: Martin is continuing to collect consent forms for the Best Of videos. He said that Alan Plotkin was willing to produce a Youth Showcase video with no minimum sales. The increasing length of the competitions show time has caused a dilemma with the videos; Martin will discuss the possibility of producing the juniors competition as a separate video if necessary. Paul noted that Direct TV, an HDTV content provider, was investigating whether we would allow them to film our festival. The board decided to keep exploring this opportunity, while at the same time making sure we stay true to Alan's contract. Andy and Ben wished to be involved in the continued discussion, along with Paul and Martin.

Membership: The board acknowledges and thanks Eric Bagai for his service on the Membership Committee and the Fundraising Committee. The board agreed that it was important to acknowledge all donations to the IJA, and that the secretary/treasurer would be responsible for making sure the donation thank-yous were sent out. Norm indicated concern about the increased duties expected from the secretary/treasurer. Katje said that perhaps it was time to investigate whether it was time to split the job into two positions. The job description requested at the last meeting has not yet been received and the job workload cannot be predicted without it. Paul said that these documents were being worked on. Andy said that the committee is investigating ways to contact 4,000 past members via email to keep costs low, and wants to approach clubs and affiliates to facilitate this contact. Martin wanted to be sure that we had people's permission to contact them via email, so that we would not be participating in that scourge of the Internet, spam.

Fundraising: Martin said a new life member letter would be worked on for mailing at an appropriate time. The committee will discuss whether to further pursue LM donations via telephone, as suggested by Bill Giduz.

Elections: Bill contacted the four non-incumbent candidates and invited them to serve on this committee. Scott Seltzer also requested to serve upon it. Martin and Ben have previous suggestions on this issue that they will forward to this committee for consideration. A no-campaigning zone around the balloting area rule was considered, but Katje said that if the board began to make rules after appointing a committee to do so, it would be counterproductive. The board acknowledged the need for clear rules and decided to wait for the committee's recommendations.

Web Site: Bill said that there was a need for clarified rules and consistent observation of same on the IJA Web-based discussion forum. Ben noted that if a poster disagreed with a post being removed, he or she had recourse by contacting the board directly. The board agreed to continue this discussion of Web site policies via email.

Finance: The board acknowledges and thanks Dan Southard for his service on the Finance committee.

Paul was present on May 27 when Rob Halverson, CPA, visited Richard and Ginny at the IJA's office in Richard and Ginny's home. Halverson, who has served as an independent auditor for another non-profit organization Paul serves on, has agreed to assist with an internal review of the IJA's procedures and to make recommendations. Paul said that he would forward Halverson's letter of recommendations to both the board and the Web discussion forum when he received it, but that he wasn't sure when that would be. He also wasn't sure if Halverson was going to recommend an audit, but that he did indicate that it would be a good idea to have our accountant verify bank records and similar documents.

A brief discussion of the budgets (general and festival) resulted in confusion. Paul said the board needs to look at the budgets and to instruct the Finance Committee as to what their goals and role are to be.

Paul agreed to take up the matter with the committee and determine what our financial goals are and what recommendations to make to the board to achieve them.

Festival: The festival committee has nothing new to report. Martin encouraged the festival coordinator to submit monthly reports and said that the reports received in February and March of 2002 were very helpful.

WJD: The WJD project has received $911.11 in donations, with potentially more on the way. The board thanked Martin and the WJD team for their work on this project.

Old Business:

Nominations Made Public:
Martin made the following motion and Katje seconded:

The Secretary/Treasurer is directed to disclose to the IJA Board and to the IJA Webmaster the name and candidacy statement of each nominee for the IJA Board of Directors within eight business hours of receipt by the Secretary/Treasurer of any such nomination. The webmaster is instructed to post each nominee's name and candidacy statement publicly on the IJA web site as soon as practicable after receipt of that information -- generally within two business days.

Discussion: Norm and Bill both expressed concerns that the magazine publisher might be unhappy with this policy.

The motion passed 6-1-1.
Aye: Art (via proxy), Martin, Todd, Andy, Paul, Katje
Nay: Bill
Abstain: Ben

Access to Festival Contracts:
Martin moved and Todd seconded the following motion:

The Festival Coordinator will, by June 4, 2002, provide each member of the IJA board with a complete copy of all IJA contracts signed or pending as of May 28, 2002 for festivals occurring after May 28, 2002 (including but not limited to the 2002 Reading and 2003 Reno festivals). Furthermore, within 48 hours of the signing on or after May 28, 2002 of any new or revised contract, the Festival Coordinator will notify each member of the IJA board by email (or by telephone for any IJA board member(s) without a valid email address) that such new or revised contract has been signed, and a copy of each new or revised contract will be provided to each member of the IJA board within seven days of signing. Any board member may choose not to receive copies or such contracts by notifying the Festival Coordinator in writing or by email. Lacking such notifications, the Festival Coordinator will provide each indicated contract to each IJA board member. Finally, for any festival for which a contract is pending and unsigned, the Festival Coordinator will provide a copy of the pending contract to any board member requesting it, with such copy to be provided within seven days of the request. The copy of any contract to be provided to a board member by the Festival Coordinator may be provided by email, fax or physical delivery (including mail) to said board member; if provided by fax or physical delivery, the Festival Coordinator will notify said board member by email (or by telephone for any IJA board member(s) without a valid email address) when the contract has been sent.

Discussion: Bill said that the board did not need to see these documents, and that it was only responsible for the "overall picture" of the organization. Katje said that it was the board's responsibility to be aware of contracts signed in the name of the board.

The motion was amended to add the following statement at the end:

This information will be kept confidential by the board, except to the extent that the board agrees to disclose any of it.

The amended motion passed 7-0-1.
Aye: Paul, Art (via proxy), Martin, Todd, Andy, Ben, Katje
Abstain: Bill

Festival Budget:
Martin made the following motion, and Katje seconded:

The Festival Coordinator will provide a copy of a working festival budget for each upcoming festival to each member of the IJA board within one week of the beginning of each calendar month. Each budget shall include all expected income, broken down by source (types of tickets or packages, etc.) as currently known or estimated. The budget shall also include all expected expense items, broken down by person or organization and by reason for expense. Estimated amounts shall be marked "est." The copy of any budget to be provided to a board member by the Festival Coordinator may be provided by email, fax or physical delivery (including mail) to said board member; if provided by fax or physical delivery, the Festival Coordinator will notify said board member by email (or by telephone for any IJA board member(s) without a valid email address) when the budget has been sent. This information will be kept confidential by the board, except to the extent that the board agrees to disclose any of it.

Discussion: Bimonthly reports were suggested by Ben and Paul, but Martin declined to change the motion. Norman also supported bimonthly reports.

The amended motion passed 6-1-1.
Aye: Paul, Art (via proxy), Martin, Todd, Andy, Katje
Nay: Bill
Abstain: Ben

Education award: There was some discussion as to whether the board was being asked to OK the Excellence in Education award, or if the award was selected without board approval. Ben said that if the award was to be an IJA award, that it needed to be approved by the IJA board, and that a selection process was needed. Katje said that it was late in the game to be trying to set policies for this award, but that it was worth revisiting for future years. Martin agreed to contact Laura Green, the award's patron, to ask for clarification on this issue.

The Affiliates/Clubs program: Nobody on the board is willing or able to administer this program, yet it was agreed that the affiliates could be a great resource to the organization as a conduit to members, a source of new membership, and as local representatives of the overall organization. Katje agreed to contact active affiliate leaders and try to get one to volunteer as a liaison to the board at the Reading festival and for future projects.

Executive Session: The board went into Executive Session from 8:50pm to 8:57pm PDT

Next Meeting: The next meeting will be held via teleconference at 6pm PDT on June 25, 2002.

Adjourn: The meeting was adjourned at 8:59pm PDT.

Respectfully submitted,
Katje Sabin, notetaker