IJA Board Meeting-May 23, 2007

1. CALL TO ORDER: Chair Kim Laird called the meeting to order at 8:02 p.m. EST.

2. ROLL
Present: Kim Laird, chair; Sandy Brown, Don Lewis, Jerry Martin, Jim Maxwell, Bob Neuman, Will Penman (board members); Chuck Hawley (Recording Secretary), Holly Greeley (Treasurer), John Satriano (Festival Director), David Davis (member), Andrew Conway (Video Coordinator), Martin Frost [joined at 8:35 p.m.] (Communications Director)

Absent: None

3. APPROVAL OF AGENDA: Agenda approved by unanimous consent.

4. PREVIOUS MINUTES: Minutes of the April 18, 2007 meeting passed by unanimous consent.

5. REPORTS
Festival (John Satriano) - Numbers are in for early registration. Estimates are a little off. Festival registrations are lowered than projected (based on Buffalo numbers). They are above Davenport and Portland. Cirque du Soleil is talking about donating the fire juggler from Alegria. Details are being worked out. Volunteer gifts and insurance are taken care of and are within budget. Travel arrangements have been taken care of for most performers. Metals for competitions are being taking care of by Merry Spahr and Sandy Brown. Music licensing is being worked on.

Finances (Holly Greeley) - Review of the 990 is being worked on and Holly should have it to the board in a couple of days.
Credit Card terminal is up and running. She will bring it to the fest so we have two.

Membership (Jim Maxwell) - 1744 current members, up from 1705 and up by 10 from May 3rd posting on the forum. A steady increase is expected through July.

Store (Sandy Brown) - none.

e-Newsletter (Don Lewis) - Don plans on putting out a newsletter for May by the end of the month.

Member Survey (Kim Laird) - Kim has asked David Landowne to act as the facilitator for the survey. We have the ability to link the survey through our site and the e-newsletter. There is concern on how long to have the survey available. We can have it up for a month. The target date for releasing the survey is June 8-10.

Affiliates (Jerry Martin) - none.

WJD (Kim Laird reporting for Don Higgins, based on email from Don) - Don is a little disappointed in the lack of response to WJD.

6. CONTINUING BUSINESS- none

7. NEW BUSINESS
7a. Don Lewis moves for the approval of the contract between the IJA and Alan Plotkin for videography services for the 2007 fest in Winston-Salem, NC. See attachment A. Seconded by: Sandy Brown.

Motion passes by unanimous consent

7b. Bob Neuman moves David Davis be given two comp festival package for the 2007 fest in Winston-Salem, NC. (This motion is being made at David Davis' request.) Seconded by: Don Lewis.
Discussion- Dave Davis says that the responsibility of the webmaster has historically required 10-15 hours/week. David served 11 weeks. He feels that he has spent at least 60 hours of volunteer service.

Roll Call vote:
Kim Laird- no (changed from abstain**)
Sandy Brown- no
Don Lewis- yes
Jerry Martin- yes
Jim Maxwell- yes
Bob Neuman- yes
Will Penman- yes

**A motion of reconsideration was made to the board on May 24. "Kim Laird moves for a reconsideration of the vote on item 7b from last night's meeting (May 23, 2007). This is in accordance with RONR page 304, lines 18 -28." It was seconded by Bob Neuman. All board members (except Jerry Martin who did not respond) voted in the affirmative on the motion of reconsideration. The vote on item 7b remained the same for everyone except Kim who changed her vote from "abstain" to "no."

Motion passes.

7c. Jim Maxwell moves that award recipients for 2007 be approved on the recommendation of the Awards Committee chaired by Bob Neuman. Seconded by: Don Lewis.

Motion passes by unanimous consent.

7d. Bob Neuman moves the contract with Big-Ups Productions for X-Juggling to be filmed at the 2007 IJA festival be approved. See attachment B. Seconded by: Jerry Martin

Motion passes by unanimous consent.

7e. Bob Neuman makes the following motion to amend the IJA Bylaws:
Whereas, the current expulsion procedures listed under Article II, Section 4 of the bylaws do not guarantee due process of members.

Whereas, it is essential to protect the parliamentary rights of members of an organization.

Whereas, changes must be made in order to update such procedures.

Let it be resolved, the current Article II, Section 4 shall be stricken and replaced with the following:

Article II. Members

Section 4. Expulsion of Members
A. A member of the IJA may be expelled for any of the following reasons:
1. Violated any applicable requirements of these
bylaws; or
2. used the Corporation to further his or her personal
financial interest;
3. willfully violated a policy of the IJA adopted by its
Board of Directors and disseminated to its members; or
4. acted in such a way to bring damage, disrepute,
civil, or criminal liability, financial, or other harm
to the IJA, its members, directors, employees, staff, or contractors.
B. Preliminary procedures are as follows:
1. A written motion shall be submitted to the
Chairman of the Board. It shall include:
i. Name of offender,
ii. alleged offenses,
iii. references to applicable bylaws,
iv. statement of necessary facts,
v. name of presenter on behalf of the charges.
2. In the event that multiple members are accused, there shall be individual motions per accused offenders.
3. The Board of Directors shall vote whether probable cause has been established to continue to a hearing.
i. The motion requires a majority vote to continue to hearing.
ii. If no majority is reached, the minutes will reflect that the accused has been exonerated of all charges contained in the motion.
iii. If a majority is reached, a hearing will be set for the next scheduled Board of Directors meeting. A minimum of one month will be allowed for preparation of the hearing.
iv. The accused will be notified immediately of the hearing, they may petition the Board of Directors to postpone the hearing for up to three months.
C. Hearing procedures are as follows:
1. The presenter of charges will be allotted a ten
minute presentation.
2. The accused, or their designee, will be allotted a
ten minute presentation.
3. Following the presentations, there will be a five
minute extendable question and answer session.
4. Following the question and answer session, the presenter and accused will no longer be allowed in the meeting, the board will discuss and vote.
D. Expulsion requires a hearing.
E. Expulsion requires a two-thirds vote of the Board of
Directors.
F. Following the vote, the board will announce the results
of the hearing.
G. If the Board of Directors does not expel the member in question, it shall be reflected in the minutes and records of IJA, that the member has been exonerated of the charges.
H. Terms of expulsion:
1. The member will no longer be recognized as a member of the IJA for a minimum of one calendar year after the expulsion hearing.
2. Following one year of expulsion, the member may submit a motion to the Board of Directors for reinstatement of membership.
3. Reinstatement requires a majority vote of the Board of Directors.
I. All meetings, sessions, and hearings regarding the expulsion of a member are executive sessions. The minutes and votes of the meeting are confidential. This includes preliminary and reinstatement procedures. Seconded by: Don Lewis

Jim Maxwell moves that the motion be tabled for further discussion. Kim seconds the motion.

The motion to table passes by unanimous consent.

7f. Kim Laird moves that Todd Strong be reappointed as Future Festival Site Coordinator for selection of the 2009 fest site and that he be granted the authority to form a site selection committee for the 2009 fest site. Seconded by: Bob Neuman.

The motion to table passes by unanimous consent.

There is discussion about Alan Howard for producing wrappers for IJA promotion. There is a general feeling we need more info from Alan Howard about final cost before a motion can be made.

Kim was talking with McDonald's about getting juggling props (scarves or balls) in happy meals. She is going to continue to work on this.

8. NEXT MEETING: Next regular BOD meeting will be held June 13, 2007 at 8pm EDT. Agenda items due to BOD chair on or before June 03, 2007.

9. ADJOURNMENT: Sandy Brown moved to adjourn. Meeting was adjourned at 9:17 p.m. EST by unanimous consent. Respectfully submitted, Chuck Hawley

Attachment A:
IJA VIDEO SERVICES CONTRACT 2007

2007 IJA Video Projects in Winston-Salem, North Carolina Monday, July 16, 2007 through Sunday, July 22, 2007 (inclusive) This is an agreement by and between Alan Plotkin (PLOTKIN) and THE INTERNATIONAL JUGGLERS' ASSOCIATION (IJA), a Delaware non-stock corporation, of mailing address: PO Box 7307, Austin, TX 78713-7307, USA.

PLOTKIN responsibilities:

1. Create the HIGHLIGHTS/CHAMPIONSHIPS, YOUTH SHOWCASE, INDIVIDUAL PROP COMPETITIONS and NUMBERS CHAMPIONSHIPS video PROJECTS including all pre-production, event production and post production.

2. Create a two DVD set consisting of highlights of the festival including, but not limited to, the juggling floor, workshops and stage shows, as well as all acts appearing in the Individuals, Teams and Juniors Championships (space permitting).

3. Create an INDIVIDUAL PROP video with minimal post-production work consisting of all acts appearing in the IJA Individual Prop (space permitting).

4. Create a YOUTH SHOWCASE video consisting of all acts appearing in the IJA Youth Showcase (space permitting).

5. Create a NUMBERS CHAMPIONSHIPS video consisting of events in the IJA Numbers Championships.

6. Complete post-production work under the advice and consent of the IJA as to content and outline.

7. Meet all deadlines as outlined in PROJECT DEADLINES schedule.

8. Accomplish these PROJECTS at his own expense such that all expenses other than those outlined in IJA RESPONSIBILITIES paragraph below, are to be "out of pocket" expenses to PLOTKIN.

9. Shoot all PROJECTS in mini-DV format, edit in "non-linear digital" format, and produce a master "high quality" format for reproduction.

10. Create a thirty second promotional video segment to promote the IJA to be included on all PROJECTS.

11. Use royalty free music exclusively on all videos.

12. Provide suitable royalty free music tracks for competition entrants on request.

13. Deliver completed masters to replication house, or burn copies for sale by the IJA as requested.

IJA responsibilities:

1. Pay all festival expenses including housing, food, related transportation for PLOTKIN, and one assistant videographer.

2. Pay tape costs at approximately $2.50 per tape. Required for project: Masters - 8 (firm); Raw - 30 (estimated); depending on how much footage is required to satisfactorily cover the festival.

3. Pay up to $200 for the purchase of royalty free music.

4. Pay $5 per copy for DVD-R disks burned for sale.

5. Provide secure storage space for all equipment.

6. Provide a script for the promotional video segment.

7. Obtain video releases from all participants, and notify PLOTKIN of any performers who are not covered by the video release or have placed restrictions on video rights.

8. Obtain music rights from competitors for all music used in competitions.

9. The IJA agrees to indemnify PLOTKIN against all liability and expenses caused by claims for infringement of copyright or rights of privacy or publicity based on the making of a recording authorized by this agreement or on the reproduction or distribution of a recording as authorized by this agreement.

MISCELLANEOUS

1. All videotape of the festival shot by PLOTKIN during the 2007 IJA Festival, and all resulting raw footage masters and PROJECTS are the property of the IJA, and the IJA is, and will be, the owner of the copyright and all other rights in and to these PROJECTS subject to such rights, if any, as may have been retained by the performers.

2. All tapes are to be returned to the IJA upon completion of the project including all raw footage and masters. Tapes are to be sent to Alan Howard for inclusion in the IJA Archives.

3. PLOTKIN may include portions of the IJA Festival footage in his demo or self-promotion tapes.

4. All orders for videotapes will be solicited through the IJA offices and none will be made to or by PLOTKIN. PLOTKIN agrees to forward all requests for video orders to the IJA offices.

5. PLOTKIN agrees to secure and maintain replacement value insurance coverage for damage to, or loss of, its equipment before undertaking the PROJECT. Proof of insurance will be provided by PLOTKIN to the IJA video coordinator before undertaking the PROJECT.

6. PLOTKIN reserves the right to provide artists who appear in the IJA shows footage of their performances at a cost to be worked out between PLOTKIN and the artist.

PAYMENT AND SCHEDULE

1. The IJA will pay PLOTKIN $7500.00. Fifty percent within two days upon completion and delivery of all master tapes and fifty percent within thirty days of completion and delivery of all master tapes. PROJECT SCHEDULE DEADLINE NOTE: All dates in this section are subject to change only by (a) events outside of the control of PLOTKIN, including strikes, failure of suppliers to meet contracted schedules, and the like, and or (b) by mutual written agreement of both parties, PLOTKIN and the IJA. Any changes to the video requested the IJA beyond those laid out in the following schedule will add one week per revision to the related deadline without penalty to PLOTKIN.

1. CHAMPIONSHIPS/HIGHLIGHTS: The first draft will be submitted for IJA approval by delivery to the IJA Video Coordinator no later than October 11, 2007 and the IJA will approve or request any changes within ten days of receipt.

2. CHAMPIONSHIPS/HIGHLIGHTS: The completed PROJECT will be delivered to the IJA no later than November 1, 2007.

3. INDIVIDUAL PROP: The first draft will be submitted for IJA approval by delivery to the IJA Video Director no later than September 15, 2007 and the IJA will approve or request any changes within seven days of receipt.

4. INDIVIDUAL PROP COMPETITIONS: The completed PROJECT will be delivered to the IJA no later than October 17, 2007.

5. YOUTH SHOWCASE: The first draft will be submitted for IJA approval by delivery to the IJA Video Director no later than September 15, 2007 and the IJA will approve or request any changes within seven days of receipt.

6. YOUTH SHOWCASE: The completed PROJECT will be delivered to the IJA no later than October 17, 2007.

7. NUMBERS CHAMPIONSHIPS: The first draft will be submitted for IJA approval by delivery to the IJA Video Director no later than September 15, 2007 and the IJA will approve or request any changes within seven days of receipt.

8. NUMBERS CHAMPIONSHIPS: The completed PROJECT will be delivered to the IJA no later than October 17, 2007.

9. If the above mentioned deadlines are not met, PLOTKIN will forfeit ten percent of his fee. This penalty will compound weekly (i.e. ten percent for week one over deadline, twenty percent for week two, thirty percent for week three, etc.) until the final PROJECTS are delivered (in a final form that is satisfactory to the IJA) to the IJA's assigned representative. However, PLOTKIN will not be held liable for any deadlines which are not met due to any actions by the IJA as noted above.

Attachment B:
Agreement between Big Ups Productions ("BUP") and the International Jugglers' Association ("IJA").

IJA agrees that BUP will be permitted to make a video recording ("BUP Recording") of the Extreme Juggling Competition ("XJuggling") to be held at the 2007 IJA Festival on Friday, July 20th.

IJA will provide the following for XJuggling: A venue, a stage, folding chairs and coverage in IJA advertising. The venue will be available for one hour for tech rehearsal, two hours for XJuggling starting at 4pm, and a further two hours for break down.

BUP will pay IJA a penalty of $10 per minute if the XJuggling competition continues after 6pm. This does not apply to time used for break down.

IJA will not be responsible for any other costs associated with the competition, production or potential TV programs.

BUP will own all rights to BUP Recording.

IJA will also make a video recording ("IJA Recording") of XJuggling.

IJA will own the rights to IJA Recording.

BUP may purchase the non-exclusive rights to a copy of IJA Recording to be used in their productions for a cost of $200 to be paid to the IJA and $50 to be paid to the IJA's videographer.

BUP may not videotape any other IJA shows or competitions, but may record interviews and practice sessions at the festival.

BUP will be responsible for collecting video releases from everyone featured in BUP Recording.

BUP will own the name "Extreme Juggling" and associated logo. IJA will be allowed to use the name and logos only as they appear in IJA Recording.

IJA owns the name "International Jugglers' Association" and associated logo. BUP will obtain approval from IJA for any use of the name and logo other than listed in this document.

Through December 31st, 2010, BUP will have exclusive rights to any broadcast or cable TV show based on XJuggling and IJA will not sell broadcast or TV rights to any similar IJA competition in which each entrant performs one trick and all the tricks are different.

The IJA will provide BUP with a thirty second video commercial ("Commercial") promoting the IJA. The content of Commercial will be mutually agreed by IJA and BUP. This will be part of the main program on any DVD based on the BUP Recording and will be included in any broadcast or cable television show based on the BUP Recording.

The DVD packaging or credits for any broadcast or cable TV show based on the BUP Recording will include the words, "Recorded at the International Jugglers' Association Festival. For more information on IJA festivals and publications, see http://www.juggle.org/"

Should a DVD be produced based on the BUP Recording, BUP will provide IJA with 25 copies free, and will sell additional copies to the IJA at $2 less than the lowest wholesale price offered to anyone else.

BUP agrees to indemnify the IJA for any legal liability that may arise out of the BUP Recording.

The terms of this agreement may be modified by mutual consent of BUP and IJA if required by a TV network.