LCS BOARD OF DIRECTORS MINUTES

The Lake Chapala Society
16 de Septiembre 16-A, Ajijic, Jalisco, MX

LAKE CHAPALA SOCIETY
BOARD MEETING
November 5, 2008

BOARD MEMBERS PRESENT:   Nancy Creevan, Mary Ann Waite, Diane Miller, Mary Alice Sergeant, Rick Feldmann, Rich Bailey, Ken Caldwell.

OTHERS PRESENT:  Sandy Cross, recording secretary, Ed Farnsworth, Dean Burk, Roger Borg and several unidentified members.

The meeting was called to order at 11:36 am by President Nancy Creevan after changing the location to the Art Patio to accommodate the number of members present. Rick Feldman moved that the minutes of the previous Board meeting (previously distributed via email) be accepted as written. Diane Miller seconded the Motion. The Motion was unanimously approved.

PETITION PRESENTATION:

Dean Burk presented the three recall petitions. He reiterated that he was not attending the Board meeting with a long inflammatory speech or with any animosity but simple to submit the petitions for the removal of the LCS President Nancy Creevan, Senior Director #2, Rick Feldmann and Senior Director #3, Diane Miller. He thanked President Nancy Creevan for her accommodating attitude and her help in searching for a common ground.

An apology was made by Dean Burk for the Guadalajara Reporter’s mention of missing pesos or any reference to embezzlement and that the recall petition was not based on speculation of that nature. He asked that these inaccuracies be set aside and that the Board promote dialogue for the resolution of this particular situation.

Mr. Burk noted the fact that no one in the office had copies of the by-laws when he asked for them. President Nancy Creevan explained that they should be available to all members and she will rectify that problem. Additionally, it was agreed that the by-laws will be available on the LCS website once it was determined which takes precedence or the necessary merging of the two versions has been completed.

President Nancy Creevan explained that a minimum of 50 signatures on each petition would have to be validated as LCS members in good standing. It was also noted that the by-laws of 1999 and 2002 had never been merged. The 1999 by-laws indicate that along with the signed petition(s) there were to be specific charges against any and all persons named rather than broad charges of dereliction of duties.  Revisions were presented and approved at the 2002 membership meeting to some sections of the bylaws, but the unamended parts of the 1999 by-laws were never incorporated with them into a single document.

Mary Ann Waite will verify that a minimum of 50 of the names from each petition are LCS members in good standing and specific charges will be presented as an amendment by Dean Burk within a week. After that, both parties can formally set the date for the extraordinary membership meeting which would be December 11, 2008, 31 days from the final filing of the petitions and amendments. (The minimum time called for in the bylaws is 30 days to properly notify all LCS members of this extraordinary Membership meeting.)

Rick Feldmann made a motion to set the membership meeting for a recall vote for December 11, 2008 subject to getting specific charges in amendment form and validating signatures. Seconded by Diane Miller. Motion was passed unanimously.

Mary Ann Waite pointed out that the Bylaws specify that voting forms are limited only to current LCS members in good standing who are physically present at the special meeting. No proxy or absentee votes are allowed.

INTRODUCTION

Ed Farnsworth was introduced as the new Membership Director. Ed thanked the Board for honoring him with this voluntary position. He pointed out that the membership division is the primary source of revenue for LCS.  His appointment is effective immediately.

Roger Borg was also introduced as the new volunteer Treasurer, effective immediately.

A motion was made by Rick Feldmann to nominate Roger Borg as Treasurer. Seconded by Rich Bailey and passed unanimously.

FINANCIAL REPORT

 Revenue for the month of October, 2008 was 628,280.00 and total expenses were 279,822.00.

Roger is in the process of restructuring the record keeping system and would like to begin using Quick Books with three (3) user licenses which will give the membership a very detailed reporting system showing all monies coming into LCS and going out of LCS. This will be posted monthly on the outside bulletin board and on the LCS website.

Additionally, an Audit Committee of volunteers will be established by next month. This committee will report directly to the membership rather than to the Board.

A motion was made by Ken Caldwell to purchase Quick Books as requested by Roger and seconded by Diane Miller. Motion was passed unanimously.

It was moved by Rick Feldmann to approve the Treasurer’s report. Rich Bailey seconded the Motion and it was passed unanimously.

Coralie White is head of the Student Aid Program. She will be meeting with Ken and Roger regarding a Student of the Month to be posted on the web page with some personal info concerning course of study, year in school, grades, etc.

A motion was made by Diane Miller that all revenues generated by the library be used only for support of the library. Rick Feldmann seconded the motion and it was passed unanimously.

MEMBERSHIP:

Membership as of September 1st was 3,405. Mary Ann Waite and Ed Farnsworth will compile the number members and amount of membership revenue raised as of October 31, 2008 and report this to the board as soon as possible. These figures must be compiled manually from the daily logs.

It was also discussed that answers to member’s questions raised at the October 15 informational meeting be available on the LCS website with links to various questions and answers (20 questions, 20 links). Each board member is working on the answers to some of these questions and their answers will be posted as they are completed.

ACTIVITIES:
Diane Miller reported that she has a host of new library volunteers and has formed a committee for administration of the library. Charles Giles is one new volunteer who has library credentials. Job descriptions are being developed and everyone will be cross-trained. After the job descriptions are completed, plans will be made for more complex jobs to be handled by a new administrator. A form will be prepared for members to use to request new books.  Diane will check the status of the Powell’s account that Ann used to buy books. The library committee is having weekly meetings and it was suggested a link on the web site be established for library news.

OTHER BUSINESS:

Concern regarding the graffiti around Lakeside was expressed in a letter from member Peter Graff to Nancy Creevan. The board discussed that the best way to address this problem was by a community effort. We will encourage all LCS members to remove graffiti from their property immediately and LCS will do the same.  President Nancy Creevan will compose a response to Peter Graff.

The Craft Fair is scheduled for November 15, 2008 from 10:00 – 3:00. Eighteen (18) artists have signed up so far. We have 53 spaces and each artist can have a minimum of two (2) spaces. Vegetarian and Mexican food will be sold and the winner of the Mexican Star quilt raffle will be drawn about 3PM. The winner need not be present to win. The quilt raffle is a fundraiser for the library.

SPANISH CLASSES:

Two (2) new people will be taking over for Reba Berryman as coordinators of this program. Reba is meeting with Diane Brisse and Barbara (Curly) Lieberman this next week to hand over all information and documentation before she moves from Lakeside. Both these ladies read about the opening on the LCS website.

OFFICE:

The archives of board meeting minutes should be in binders in the office and kept updated.  Secretary Mary Ann Waite is responsible for this action item.

GROUNDS:

A new work order form, the completed survey of electrical systems, successful removal of the tree struck by lightening recently, and the pumping of the septic tank and addition of a drain access to the sewer line were highlighted as accomplishments by Ken Caldwell in his first full month on the job. President Nancy Creevan requested that the new work order be put on the website as well as being available on the grounds for volunteers to report things that need attention.

CLOSED SESSION :

The Board Meeting went into closed session at 2:30 p.m. upstairs in the conference room to discuss employee matters.

MEETING RECESS:

The meeting returned from closed session and was then recessed at 3PM for one week, when Dean Burk is to return with amendments for the recall petitions and during which time the signatures on the petitions will be verified by Mary Ann Waite.

MEETING RECONVENED:

The Board Meeting was reconvened in general session at 11:45am on November 12, 2008 in the upstairs board room.

Discussion regarding the petition amendments ensued and it was reported by Nancy that Mr. Burk called her last night to say that he was contacting an attorney regarding the legality of the 2002 by-laws and that his appointment was at noon today. Therefore, he would not be attending this board meeting and no amendments are forthcoming. It was their intention to take the issue to lawyers to invalidate the requirement that the petitions are to provide specific charges and evidence, as stated in the 1999 bylaws.

Discussion was held on the costs to LCS of paying for lawyers against any legal action and whether this board should spend LCS money on this matter at this time. A motion was made by Rick Feldmann that an extraordinary membership meeting will still be called for the members to vote on the three (3) recall petitions filed with the Board on November 05. The meeting will be held December 11, 2008 at 10:00. Motion was seconded by Rich Bailey. Motion was passed unanimously. The annual membership meeting will also be held on December 11 immediately following the recall meeting and will include the financial report by the treasurer and the President’s report. (This annual membership meeting is required by Mexican law.)

WI-FI:

It was reported that necessary equipment will be donated and Ken Caldwell will pick it up from Chris at the LCR office within a week. Further discussion may be necessary on this issue if any expenditures will need to made. It was stressed that Wi-Fi will be available to members only using a password and will not be used at this time for internal LCS business.

A motion was put forward by Mary Ann Waite that we provide Wi-Fi access to LCS members only. Seconded by Rick Feldmann, the motion was passed unanimously.

LCS WEBSITE:

Investigation is ongoing concerning changes to the LCS website. Bill Stanbury and Habina Hood recently sent input regarding this and our reply should make it clear that we are reviewing their ideas. The public relations group, headed by Sandy Feldmann, will do the reviewing and make recommendations to the Board.

CLOSED SESSION:

The meeting then went into closed session to consider the applicants for the position of Office Administrator and to discuss potential salaries and benefits.

RETURNING FROM CLOSED SESSION:

Upon returning from closed session, a motion was made by Mary Ann Waite that we offer the job of Office Administrator to Terry Vidal. His offer letter is to state that his hours are 9:30 am through 2:30 pm on Mondays through Fridays. His salary will begin at 90 pesos per hour until February 28, at which time the board will evaluate him on expectations for a salary increase to 100 pesos per hour. In addition, the motion stated that LCS will provide him with IMSS and the same 13 paid holidays given our other employees. The motion was seconded by Rick Feldmann and passed unanimously.

A motion was then made by Rich Bailey to adjourn the meeting at 1:30 PM.