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Previous minutes: July 30, 2003 | List of available minutes | Next minutes: August 19, 2003

IJA Board Meeting - August 14, 2003

Present: Jaye Butler, Andrew Conway, Greg Phillips, Ben Schoenberg, Scott Slesnick, Todd Strong, directors; Katje Sabin, recording secretary.

Call to order: Meeting called to order at 6:30pm PDT.

Chairman pro tem: Election of a Chairman pro tem, per RONR (10th ed.) p. 437 ll. 13-25. This Chairman pro tem is to exercise the full authority of the Chairman, as specified by the IJA Bylaws, until such time as David Davis returns from Europe and advises the Board that he is resuming the Chairmanship. Greg nominated Scott as Chairman pro tem.
Scott was elected Chairman pro tem by unanimous consent.

Agenda: An addition was made to the agenda.
The agenda was accepted as amended by unanimous consent.

MINUTES

Meeting of July 30, 2003: Several corrections were made.
[Andrew leaves the call during the approval of the minutes]
The corrected minutes of the July 30, 2003, meeting were approved by unanimous consent.

REPORTS

Transition Liaison: Greg's transition liaison report is attached (Attachment 1).

OLD BUSINESS

Magazine: Ben moves that the board accept the deal memo of August 13, 2003, as proposed by StageWrite Publishing, with six issues to be produced in 2003 (See Attachment 2).

The board discusses the motion.
[Stan Allen, of SWP, joins the call to answer questions.]
[Stan leaves the call.]
Board discussion continues.
[Andrew rejoins the call]

For: Andrew, Greg, Ben
Against: Jaye, Scott
Abstain: Todd
Unclear as to whether the motion passes. (By IJA bylaws, it does not. By Roberts Rules of Order, it does.)
Andrew requests a ruling by the chair.
Scott rules that the motion failed.
Ben objects.

[Andrew leaves the call]

Greg moves that the board accept the deal memo of August 13, 2003, as proposed by SWP, with five issues to be produced in 2003 (skip one issue with a double issue later).
For: Greg, Scott
Against: Jaye, Ben
Abstain: Todd
Motion failed.

Jaye requests the following statement be entered into the record: "I objected to these motions because accepting bids is a good way to demonstrate prudent and responsible decisions under section 4958 of the federal tax code. This would demonstrate that Stagewrite Publishing and Stan Allen did not receive private benefits. The IJA is a charitable organization and private benefits and inurements are prohibited by law."

Bylaws Proposal: Scott has agreed to serve as Board representative on the Bylaws committee. Motion: to appoint Kathy Kaufman, Robert Puhalla, Russ O'Brien, and Don Lewis to the bylaws committee, with Christopher Thaxter as an alternate if any of the above decline, and Adria Moskowitz as a second alternate.
Motion passes by unanimous consent.

NEW BUSINESS

Net Bank:
RESOLVED, that the NetBank Small Business Deposit Account Terms and Conditions Agreement is hereby approved, and Andrew John Conway, Treasurer is hereby designated as the Account Administrator, with authority to designate one or more Delegated Users with the authority delegated by the Account Administrator; and

RESOLVED, that NetBank shall be entitled to rely upon all directions of the above-designated Account Administrator, including the ability of the Account Administrator to accept any modifications or amendments of the Small Business Deposit Account Terms and Conditions Agreement; and

RESOLVED, that NetBank is authorized to rely upon the authority set forth in these Resolutions until NetBank receives a new resolution superceding these Resolutions; and

RESOLVED, that the Secretary or Assistant Secretary is hereby authorized to certify and deliver to NetBank copies of these resolutions.
Motion passes by unanimous consent.

Treasurer pro tem: Greg moves that the board direct the treasurer pro tem to be bonded by an independent bonding entity prior to disbursing a total of more than $1000 of IJA funds.
Motion passes by unanimous consent.

Magazine: Ben suggests that the IJA can afford a sixth issue of JUGGLE magazine in light of new information distributed via email during the board meeting indicating that the Reno festival made more than $38,000. As a 2/3 majority would be necessary to revisit this vote, and there does not appear to be 2/3 support, the matter is dropped.

Workshop directors: A note was received by the board regarding the resignation of the IJA festival workshop directors (Attachment 3). Greg moves that the board formally acknowledges Terry and Kaye Kimpling's contributions over the years, and wishes them well in their future endeavors.
Motion passes by unanimous consent.

NEXT MEETING

The next meeting will be scheduled by email.

ADJOURNMENT

Meeting adjourned by unanimous consent at 9:16pm PDT.

Respectfully submitted,

Katje Sabin
IJA recording secretary, pro-tem


Attachment 1:

TRANSITION LIAISON REPORT

OVERVIEW. While some aspects of the transition continue smoothly, there have been a few hitches since my last report. In particular, Ginny has informed me that there are no records relating to past festivals, other than what was recorded in the financial system. Richard has been requested on several occasions to immediately forward a copy of the IJA's membership database to Mike Sullivan by email, in Filemaker Pro format. To the best of my knowledge Mike has still not received this file.

FINAL REPORTS FROM STAFF. Richard and Ginny have been asked to provide final reports; Ginny on the Reno Festival and Richard on the IJA's financial status as of the transition. At this moment, neither report has been received.

FINANCIAL ACCOUNTS. Richard is to close out the Vanguard accounts containing monies raised by Bud Markowitz and disburse the funds per the Board's resolution. The remaining Vanguard accounts are being transferred to Andrew Conway's signature, with Braidy Brown and Art Jennings also retaining signing authority for the Archive Fund. Andrew did not receive the signature cards prior to his departure for Alaska, so completion of the transfer is to occur after his return on 19 August. I have directed Richard that there should be no transactions on these funds until the transfer is complete.

For the checking account, I have directed Richard as follows, and he has agreed:

Compute how much money needs to be left in the account to cover outstanding checks and any expected bank fees, plus a small safety margin. Have a certified or cashier's check drawn for the remainder, in the IJA's name, and send the check by a traceable means to Andrew Conway prior to August 15, 2003. Close out the account and transfer any remaining balance (which should be small) to the new account either by check or by direct transfer; arrange this with Andrew Conway. This should be complete not later than October 1, 2003 at the latest.

For the merchant account, Richard has been directed to ensure that Andrew Conway has all the information and equipment required to either transfer the existing merchant account or open a new one.

Richard and Ginny hold petty cash advances in a total amount of $1500. They have been instructed to use these to close out any final necessary expenses, and to forward the balance plus receipts to Andrew Conway not later than October 1, 2003.

FESTIVAL COORDINATOR PRO TEM. Subject to the Board's concurrence, I have appointed Sandy Brown as Festival Coordinator pro tem. Sandy was a Director of the IJA for several years and co-organized the 1990 Convention. She is very enthusiastic about starting the ball rolling for next year's festival but has indicated that she is only interested in the position on a pro tem basis due to other commitments. I have given her the essential information regarding the existing contracts, which I received from Ginny Rose.

SHIPMENT OF RECORDS AND MERCHANDISE. Norman, Richard and Ginny have been directed to ship records (including electronic records), software, and merchandise as follows:

- items relating to membership: Mike Sullivan
- items relating to finances: Andrew Conway (c/o Scotty Meltzer)
- salable merchandise: Alan Plotkin
- merchandise records: Andrew Conway (c/o Scotty Meltzer)
- items relating to festival planning: Sandy Brown
- miscellaneous items not otherwise covered: Andrew Conway (c/o Scotty Meltzer)

FURNITURE AND OFFICE EQUIPMENT. Richard and Norman have provided me with lists of IJA-owned furniture and office equipment currently in their possessions. I have attached these below. For the most part, it appears likely that the cost to ship these items would exceed the cost to replace them and that in some cases the equipment is no longer required. The one exception is the photocopier, which is new and for which Richard still has the original packing materials. I have therefore directed that Richard ship the photocopier to Mike Sullivan with the membership materials, and that Richard and Norman be allowed to retain the remainder of the furniture and equipment to use or dispose of at their discretion.

MAIL. Mike Sullivan has established an IJA mailbox and I have asked ask Richard to have the post office forward there all IJA mail received at the Montague, MA box. Until a more permanent solution is found, this will also be the IJA's advertised mailbox for membership and merchandise inquiries. This address (shown below) is now published on the IJA web site.

International Jugglers' Association
PO Box 112550
Carrollton, TX 75011-2550
USA

FAX. Mike has set up an IJA account with efax.com, which provides a dedicated fax number and delivers fax by email. The charge is $12.95/month, for which we can receive up to 300 faxed pages. Transmitted faxes cost $0.10/page within the US and vary for international destinations --- $0.16/page to Canada, $0.15/page to UK or Germany --- however we apparently receive far more faxes than we send. This appears to be significantly more cost effective than installing a second line and maintaining a fax machine in Mike's home. It also provides both a permanent number and flexible forwarding of faxes. The new fax number is +1-302-397-2345 (Wilmington, Delaware) and is published on the IJA web site.

PHONE. We have arranged for one telephone through Sprint PCS, which will be sent to Mike Sullivan. The number will be published once available. Sprint was unwilling to provide more telephones immediately since the IJA has no credit rating. We are working on a solution to this problem.

NEXT STEPS. I to revise the draft position description list that I previously circulated, based on feedback received, and to post this on the IJA web site as part of a call for longer-term volunteers. Once we have a magazine contract in place we can also publish the call there. The list will also need to be expanded.

Greg Phillips
IJA Transition Liaison

----- List of equipment provided by Richard Dingman -----

1 office chair (old).

1 HP desktop computer, Genuine Intel Family 6 Model 7 501 MHz Stepping 3 Processor, model Pavilion 8562, 64 MB memory, some 5 years old with NEC 17" monitor.

1 HP Deskjet 812C printer.

1 HP Scanjet 4200C.

1 particle board with veneer computer desk with shelves - small footprint but tall, cheap, I inherited it from previous secretary 11 years ago, clunky.

1 floor mat, plastic, about 4'x4', used under desk chair to protect floor.

1 fax machine, plain paper, Panasonic KX-FP250, about 5 years old.

1 copier, Sharp AL-800, new.

5 file cabinets - 2 5-drawer, 2 4-drawer, 1 2-drawer, various heights, colors and drawer slide quality, all accumulated second-hand at different times over the years, none new.

----- List of equipment provided by Norman Schneiderman -----

Radio Shack voice activated mini cassette recorder plus a number of tapes of board meetings all from last Oct to when we got the new phone service which recorded the meetings (same one you are using now). These recordings are now in your possession in the form of the discs I gave you at the festival.


Attachment 2:

SPI DEAL MEMO

The following is the second draft of a proposed Deal Memo between the International Jugglers Association (IJA) and Stagewrite Publishing, Inc. (SPI), in regards to SPI's design and production of JUGGLE: The Official Publication of the International Jugglers' Association.

1. TERM OF AGREEMENT The term of agreement will be for a period of three years/eighteen issues. At the end of this term, both sides would have the opportunity to renegotiate. Should an agreement not be reached, the name and designs of JUGGLE would automatically be retired, with neither party being able to use them.

2. TERMINATION
a. Either the IJA or SPI may terminate the terms of this agreement by giving the other party four (4) months prior written notice.
b. Should the IJA terminate the agreement, for any reason other than publisher non-performance, the name and designs of JUGGLE would become the property of SPI.
c. Should SPI terminate the agreement, the name and designs of JUGGLE would automatically be retired, with neither party being able to use them.

3. COPYRIGHT Copyright would continue on the same basis as the previous contract, with clarification as to what is acceptable use by either party, as well as what specifically covered under said copyright.

4. IJA CONTENT APPROVAL
a. Content Approval would continue as covered in the previous contract, however, that section would be expanded to provide for specifically why and how an item may be rejected, and what happens after that rejection.
b. One page in each issue by SPI, clearly marked as editorial opinion, which is not subject to IJA approval, but will not be used to entice IJA members away from the IJA.
c. One page in each issue by IJA, clearly marked as editorial opinion, which is not subject to SPI approval ("approval" meaning through selection of content for the magazine).

5. PUBLICATION SCHEDULE The Publication Schedule, to be selected by the IJA at the time of the approval of this Deal Memo, will be one of the following:
a. Catch-up. SPI to do everything within its power to play "catch-up" with the old production schedule; the plan calls for a magazine to go to press every six weeks, as follows: July/Aug 2003 to press on 8/22/03 (to members around 9/12/03) Sept/Oct 2003 to press on 10/3/03 (to members around 10/23/03) Nov/Dec 2003 to press on 11/12/03 (to members around 12/4/03) Jan/Feb 2004 to press on 12/26/03 (to members around 1/16/04) This calls for adjusting SPI's normal production schedule, as well as our printer's schedule. Consquently, dates are only approximates.
b. Skip. SPI will skip the July/Aug 2003 issue. Sept/Oct 2003 to press on 9/5/03 (to members around 9/26/03) Nov/Dec 2003 to press on 10/16/03 (to members around 11/5/03) Jan/Feb 2004 to press on 12/12/03 (to members around 1/2/04)

6. PAYMENT CLAUSE Payment Clause would continue on the same basis as the previous contract, with clarification of exactly when payments are due.

7. LEGAL JURISDICTION This agreement will be executed in the State of Nevada, and will be governed under the laws of that State.

8. NON-COMPETE
a. There will be no Non-Compete in place regarding the publication of magazines, newsletters, or e-zines.
b. There will be an understanding that SPI will not produce juggling festivals as long as this agreement is in place.
c. Should the IJA terminate this agreement prior to its term, SPI is free to produce juggling festivals immediately.
d. Should SPI terminate this agreement or if this agreement is not continued after its term, SPI will not produce juggling festivals for a period of three years.
e. SPI agrees not to overly promote a competitive festival past SPI's regular festival listing and coverage, however, SPI is free to accept advertising from competitive festivals.

9. TIMEFRAME It is agreed that both SPI and the IJA intend to have this agreement completed and signed by September 1, 2003.

Stan Allen
Stagewrite Publishing, Inc.


Attachment 3:

LETTER TO THE BOARD

IJA Board

My wife and I have enjoyed our time as workshop directors -- but it is time to move on. We hereby formally resign as workshop directors. I have an Access database and miscellaneous Word files that I have developed and would be glad to share with the next workshop director. Please advise where and to whom to forward these electronic files.

Sincerely,

Terry & Kaye Kimpling


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