Notice of BOD meeting - June 26, 2010

[scsmith42]

A meeting of the Board of Directors of NCWoodworker, Inc will be held at 9 am on Saturday, June 26th at the offices of Doug Robinson. The meeting will last until late morning, estimated to end between 11am and noon.

A conference bridge will be provided for BOD members who are not able to participate in person.

The address of the meeting location is 4505 Emperor Blvd. Suite 310, Durham, NC 27703. The incoming BOD members are welcome to attend.

The agenda for the meeting is as follows:

1. Review the old minutes and accept and/or edit them
2. Review old business.
a. Moderation policy - continue discussion and proposed clarifications from previous BOD meetings.
3. Department reports from all BoD members
4. New business
1. Raleigh Klingspor Show
2. Hickory Klingspor Show
3. WONC
4. Raffle Fund Raising Activities, lessons learned, improvement opportunities.
5. Calendar Contest
6. Annual Picnic
a. 2010 review
b. 2011 picnic site


Submitted:

Scott Smith
Corporate Secretary
North Carolina Woodworker, Inc.

 

[Trent Mason]

I will be there. How long do you expect the meeting to last?

 

[Douglas Robinson]

2-3 hours tops (please :eusa_pray). :gar-Bi

 

[Trent Mason]

Sounds good. :gar-La;

 

[ScottM]

I have a hard stop at about 11:30 so I make a motion to adjourn.

 

[SteveColes]

a. Moderation policy - continue discussion and proposed clarifications from previous BOD meetings.

Please remove this from the agenda, this is NOT a proper subject for the final BOD meeting of a Board. When there is, in fact, over lapping terms, then it will be different. Especially at this point in time. You have a new BOD, and most important a "new" webmaster who would have to carry out and enforce any decisions and yet would not be able to vote becuase his term would not start for 3 more days. In fact, this is in general true for all new members and any member changing position.

I would think that this meeting's purpose is solely to sum up, report and turn over and possibly make any decision(s) that must be made by the BOD and must be in the next 3 days. There really isn't anything that I am aware of with those needs. Each officer of the Corporation has according to the By-Laws the power to direct their own area. The only votes that might be needed is if the the lame duck BOD wants to try and push through a change of by-laws. Not usually considered a good approach.

May I suggest that we review this agenda with the idea to "sum up, report and turn over and possibly make any decision(s) that must be made by the BOD and must be in the next 3 days."

 

[scsmith42]

Please remove this from the agenda, this is NOT a proper subject for the final BOD meeting of a Board. When there is, in fact, over lapping terms, then it will be different. Especially at this point in time. You have a new BOD, and most important a "new" webmaster who would have to carry out and enforce any decisions and yet would not be able to vote becuase his term would not start for 3 more days. In fact, this is in general true for all new members and any member changing position.

I would think that this meeting's purpose is solely to sum up, report and turn over and possibly make any decision(s) that must be made by the BOD and must be in the next 3 days. There really isn't anything that I am aware of with those needs. Each officer of the Corporation has according to the By-Laws the power to direct their own area. The only votes that might be needed is if the the lame duck BOD wants to try and push through a change of by-laws. Not usually considered a good approach.

May I suggest that we review this agenda with the idea to "sum up, report and turn over and possibly make any decision(s) that must be made by the BOD and must be in the next 3 days."

Steve, I respectfully disagree; it will not be removed from the agenda, and quite frankly it is not your position to demand that it be removed.

The purpose of this BOD meeting is not a "hand-over" meeting; rather it is a regular meeting of the board that has been delayed by several weeks due to scheduling conflicts amongst the various board members.

Because you are not a current member of the BOD, you may be unaware of the fact that this topic has been under frequent discussion by the current BOD members over the past year, and for us to defer the discussion would be an abdication of our responsibilities.

Considering that I am the only person that will be present and voting who will be leaving the board (Stuart will not be able to attend), I seriously doubt that one vote either way would make a difference. In the event that this proves untrue, the new BOD can take this matter up again post June 30.

Additionally, you need to understand - which I'm sure you do - that each of us as BOD members have responsibilities to the corporation, and although the webmaster is welcome to, and encouraged to provide input on policy, it is ultimately the responsibility of the BOD to determine what the site policy is. Although you will not have the opportunity to vote on this issue during the June 26th meeting, out of respect for your status as founder as well as incoming BOD member and webmaster, you will certainly have the opportunity to share your thoughts during the meeting, as will Trent.

Please forgive me if I sound abrupt, but I do not wish to be unequivocal when it comes to the legal responsibilities that I and my fellow BOD members have to NCWW.

Scott

 

[Tar Heel]

Very well stated Scott. I am in complete agreement with you.

 

[SteveColes]

well I didn't demand anything, I made a request. I Assumed that because I was given access to this forum and invited to attended this meetin, I was welcome to make a constructive comment and/or request. sorry, if I misunderstood.

I just re-read my post and frankly I don't quite understand the tone of your response. Despite

Steve, I respectfully disagree;

The following comes across as hostile towards me.

it will not be removed from the agenda, and quite frankly it is not your position to demand that it be removed.

if you would be so kind to point out what in my post raised your ire, i will gladly apologize.

 

[SteveColes]

and although the webmaster is welcome to, and encouraged to provide input on policy, it is ultimately the responsibility of the BOD to determine what the site policy is

While if you mean that the BOD may direct the President to have the Webmaster change the policies, you correct. But, in terms of legal requirements, please read the following sections from the current By-Laws.

6.8.3 Vice-President for Internet Operations (Webmaster)

The Vice President for Internet Operations is responsible for the day to
day management of the Corporations’ Internet operations. This includes
all duties both implied and expressly referred to in Section 3 above, titled
“Website”, but also includes all other Internet operations.

This position is also responsible for planning, staffing, and policy.
​

3.3 Operations

All aspects of the corporation’s Internet operations will be under the supervision of the Vice President for Internet Operations also referred to as the “Webmaster”.
​

3
​

3.7 Policies

The Webmaster will create and maintain a set of policies that define all major aspects of the operation of the primary Website. These policies will include, but are not limited to:
​

3.7.1 Registration Requirements
3.7.2 General Terms of Service
3.7.3 Forum Posting Policy
3.7.4 Library Submission and Approval Policy
3.7.5 Privacy Policy
3.7.6 Promotion Policy
3.7.7 Classified Ad Policy


​

 

[TracyP]

While if you mean that the BOD may direct the President to have the Webmaster change the policies, you correct. But, in terms of legal requirements, please read the following sections from the current By-Laws.

6.8.3 Vice-President for Internet Operations (Webmaster)

The Vice President for Internet Operations is responsible for the day to
day management of the Corporations’ Internet operations. This includes
all duties both implied and expressly referred to in Section 3 above, titled
“Website”, but also includes all other Internet operations.

This position is also responsible for planning, staffing, and policy.
​

3.3 Operations

All aspects of the corporation’s Internet operations will be under the supervision of the Vice President for Internet Operations also referred to as the “Webmaster”.
​

3
​

3.7 Policies

The Webmaster will create and maintain a set of policies that define all major aspects of the operation of the primary Website. These policies will include, but are not limited to:
​

3.7.1 Registration Requirements
3.7.2 General Terms of Service
3.7.3 Forum Posting Policy
3.7.4 Library Submission and Approval Policy
3.7.5 Privacy Policy
3.7.6 Promotion Policy
3.7.7 Classified Ad Policy


​

Within a corporate environment there "in my opinion" should never be one person that has the rights to over ride all other board decisions. A Board of directors is useless if one person can set the rules and administer them. Regardless of who this person is. The Webmaster position should be a technical position in a group of directors and should not be the sole person in charge. I learned a lot in my year as Webmaster, but the most important thing I learned is that the BOD MUST function as a team. Did I do everything right, NO I did not..... but we made it work and I must say it worked quite well. The Webmaster in a corporate setting is just one voice in a group. He or She should not be a sole proprietor. When we created a BOD we as a group decided that seven people would make the rules and abide by them and it should remain that way. Steve, or anyone else; this is not meant to be personal or anything related to it. Just my vision of the structure of the ncww BOD. In closing I want to add that we MUST WORK AS A TEAM in order to achieve and maintain the goals of NCWW.

 

[Tar Heel]

Steve, it may be well for all of us to remember that the bylaws were written by you when you, as owner, had total control of, and were the major financial contributor to the corporation. You voluntarily relinquished all of that on June 30, 2009, and transferred control to an independently elected board of directors. You should not expect, or be allowed to again become the benevolent dictator, to use your words, simply by being elected to the BoD and being named as webmaster. If the board feels that the role of the webmaster should be redefined, it is the duty of the board to do so. I know there are some concerns and I personally believe that it is time for a review of the role of the webmaster. As Tracy has stated, as a team, this board operated this corporation in a very effective and successful manner in every measujrable way, and under the same structure used this year, it is not unreasonable to expect continued growth and success in the future.

My term ends in 11 days and I will not be able to attend the June 26th board meeting. However, until my term ends, I will, as I have always done this year, express my opinion about things in which I strongly believe. This, obviously is one of the things about which I have strong opinions.

 

[Trent Mason]

Up until now, I have only shared my opinion in one thread in the BoD forum, that originated before I was elected, and I regret doing so. I know that conversations that predated my election and term should remain where they are. Please accept my apology for that. However, this discussion originated yesterday and I will share my opinion.

Please remove this from the agenda, this is NOT a proper subject for the final BOD meeting of a Board.

In my opinion, this sentence in Steve's post was a demand and there is no room for that now or after Steve and I take office. I agree with others that have stated the importance of the BoD functioning as a team and in a team, demands such as that are unacceptable.

 

[scsmith42]

well I didn't demand anything, I made a request. I Assumed that because I was given access to this forum and invited to attended this meetin, I was welcome to make a constructive comment and/or request. sorry, if I misunderstood.

I just re-read my post and frankly I don't quite understand the tone of your response. Despite The following comes across as hostile towards me.

if you would be so kind to point out what in my post raised your ire, i will gladly apologize.

Steve, no apology is needed, nor desired. My tone was intended to be firm, not hostile; as I have nothing but respect and admiration for you regarding North Carolina Woodworker, or anything else for that matter. Nonetheless, I also have responsibilities as a member of the BOD, and when it comes to acting on those responsibilities I will not hesitate to be polite but firm when I feel it is appropriate, as was evidenced in this instance.

From the time that you created it, North Carolina Woodworker has continued to evolve. There is no question in my mind that had you not been a very strong willed, competent, and focused creator, the site would not have survived or at best would have floundered with a few hundred members, and I commend you for your fortitude and diligence in ensuring it's success. You were also wise enough to recognize when it was time to step back and let others take the site to the next level, which the current BOD has, and continues to do. I commend you even more for taking the personally difficult - but necessary step to do this.

In general, the policies which we operate under are well thought out and appropriate. For the past year though, the BOD - and our moderators - have discerned that there are some opportunities to clarify and improve our site policies so that we maintain a great, inclusive and welcoming atmosphere, without being unduly repressive or overbearing in the application of literal interpretations when it comes to moderating. In particular, determinations of what is political and what is religious seem to be where improvement opportunities lay.

This has been under frequent discussion by the BOD for the past year, accelerating since this past March, and been the topic of many informal discussions during the past three months as to how best to address. I think that we're pretty close to being able to make some simple change that will help provide better guidance, which is what the discussion topic will be under "old business" at the next BOD meeting.

Tracy and Stuart have both done a great job of sharing some valid thoughts. Let me add that I don't think that it is the intention - nor the desire - of the BOD to "take over" the responsibilities of the webmaster, nor to be involved in the day to day activities, including dictating how each and every situation will be handled. However, I do feel that it is entirely appropriate - and desirable - for the BOD as a whole to provide insight and direction, and to some extent oversight to the Webmaster as to improvement opportunities, including policy changes. For us to not do so - we would be derelict in our responsibilities as Board Members of a Public Corporation.

As Tracy points out, we need to be acting in a spirit of cooperation, trust, teamwork and support across the BOD as well as the entire organization. In general, as a BOD we have done so over this past year.

I look forward to seeing you next Saturday.

Scott

 

[SteveColes]

Ok, Trent, Scott, and any others, I do apologize. Not for what I said, but I guess because of the way I said it. I had no intention of making a demand, I was trying for a strongly worded request with explanation. So I guess, I failed.

But from the tone of all the responses, I still feel there is something going on here below the surface. Some not stated concept of my ulterior motives or some distrust of me personally. Perhaps I'm paranoid, but I don't think so. So to those have a problem with me at a personal level, please PM me and tell me what the the problem is.

Also from the responses, there seems to be the idea that the By-laws were written with some hidden, nefarious purpose. Well you are right.:rotflm:I was trying to create a corporate structure that in addition to qualifying for 501c3 status, would also have a chance to function in a meaningful way, and to pass on some of the lessons that I learned the hard way during the first 4 years. So I guess I should try to explain the goals and constraints that I felt I was dealing with. That however is another post.

 

[McRabbet]

I have obviously been preoccupied with personal issues and would respectfully suggest that we hold further discussion until all of us can be together next Saturday to discuss these issues at our meeting. We are a team of solid individuals and we will all benefit by a roundtable discussion as we move from one sitting Board to the next.

 

[Douglas Robinson]

Hello everyone:

Sorry I have not been on much lately. I am in MD right now and have been since saturday. I am leaving for NC EARLY tomorrow. However, if I can work out the logistics I amleaving right away for NY to attend the funeral of my oldest freind's father. I will return in time for the BoD meeting, but may be a little tired. My access to the Inernet will be limited, but I will have my cell phone.

Doug