Lake Chapala Society, Ajijic, Jalisco, Mexico

LAKE CHAPALA SOCIETY
EXTRAORDINARY MEETING
December 11 , 2008

BOARD MEMBERS PRESENT: Nancy Creevan; Ken Caldwell; Rich Bailey, Mary Alice Sargent, Rick Feldman, Mary Ann Waite, Diane Miller

OTHERS PRESENT: Roger Borg–Treasurer; Lynn Bishop–Recording Secretary, Jim Spivey-Video Technician

The meeting was called to order at 10:00 am by President Nancy Creevan. There not being a quorum present the President recessed the meeting for one-half hour in an attempt to reach a quorum.

At 10:30 am, President Nancy Creevan reconvened the meeting. She noted that more than the required minimum of 50 members were signed in. These signatures are valid for both the Extraordinary meeting and the Annual General Meeting.

President Creevan thanked everyone for attending and reviewed the reasons for the Extraordinary Meeting:

Three recall petitions were received by the Board (for Nancy Creevan, President; Rick Feldmann, Sr. Director 2 –Finance; Sr. Director 3 – Services and Activities).
“Recall” means “removing from office”.
This is a very serious matter and this is the first time in the LCS history that there has been a recall petition for more than one person.
President Creevan read the following main motion received from the petitioners:

° “ In compliance with the Bylaws of the Lake Chapala Society A C, Article VIII, Section G: we the undersigned members in good standing present to the board this petition requesting the call of a membership meeting for the purpose of a vote to remove Senior Director #2, Rick Feldmann, Senior Director #3, Diane Miller and President Nancy Creevan. Said removal for the reason of conduct in office which is not responsible for the fiscal and general management of the LCS according to a reasonable standard.”
       °   President Nancy Creevan read a portion of Robert’s Rules of Order relating to length of
            speeches and their content: “Without the permission of the assembly, no one can speak
            longer than permitted by the rules of the body – or, in a non-legislative assembly that
            has no rule of its own relating to the length of speeches, longer than ten minutes.
            Debate must be confined to the merits of the pending question. Speakers must address
            Their remarks to the chair, maintain a courteous tone, and – especially in reference to
            any divergence of opinion – should avoid injecting a personal note into debate. To this
            end, they must never attack or make any allusion to the motives of members. As already
            noted, speakers should refer to officers only by title, and should avoid the mention of
            other members´ names as much as possible.”

°The Chair recognized Richard Bailey who moved “that the three petitions of recall be combined into one petition for the discussion of, for recall or against recall, with the three named parties stated separately for the purpose of voting by secret ballot”. The motion was seconded by Mary Alice Sargent and was approved by the required majority vote of the
assembly by show of hands.

Richard Bailey then moved “there be (3) three speakers for the recall and (3) three speakers against the recall. Each person recognized to speak will be given up to (3) three minutes to speak in alternating positions, beginning with a speaker in favor of the petitions and concluding with a speaker opposing the petitions. The (3) three persons being recalled will then be given (3) minutes each to speak on their own behalf”. Motion was seconded by Mary Ann Waite. Prior to the vote a “Point of Order” was raised that Robert’s Rules of Order be suspended and debate and discussion be suspended and this assembly take up the petition now.

President Creevan explained that the motion is without debate and requires a 2/3 majority to pass.
It was pointed out that the “point of order” raised was in opposition to the motion previously made and still before the assembly. The original motion was repeated and voted on by show of hands. Motion carried.
The main motion of the petition was made by Larry Reeves and seconded by Al Trottier.-
Members were reminded that debate on the motion would follow the procedures outlined in the motion made by Richard Bailey; seconded by Mary Ann Waite, and passed earlier.
The first pro-petition speaker was Becky Woods. After speaking for her allotted three minutes she asked that the membership vote to recall both Nancy Creevan and Diane Miller. She made the following key points in her talk:

This Board is making accusations about the previous Board. However, Nancy Creevan had served on two previous Boards.
She is bewildered at why it took so long for Administration to realize there were so many problems.
The Board has failed to lead in a civil manner.
The library is a disaster. Cross training for new volunteers is not working; there are very few books for sale and this is a source of revenue for the library.
Nancy Creevan and Diane Miller are inadequate in their positions and have abdicated their authority to Rick Feldmann.

The first speaker on behalf of the Board was Amelia Stevens.

Noted she was not going to argue any points or facts but just present her point of view.
Believes that recalling one or all would deeply cripple an organization that already has problems.
Talk of recall instead of promotion of the LCS has become an enormous problem.
If any of the Board are recalled this will leave a partial Board to operate the facility.
The pro-recall group says there are qualified people ready to step in.
In early November the answers to the questions raised at the October meeting were answered on the website. Other measures have been taken in regard to questions raised:

A new volunteer treasurer has been named.
There is a voluntary library committee in place.
A new bilingual office administrator has been hired.

The three targeted Board members have showed integrity and endurance during this painful time and if the members are satisfied with the Board’s response to this crisis they should support them.

° The second speaker on behalf of the pro-recall committee was again Becky Wood:

She spoke in favor of recalling Rick Feldmann. He is a relative newcomer and the least well known of the Board members.
He is directly responsible for the lack of financial disclosure.
The Oct. 15 information meeting was an embarrassment.

There has been a denial by the Board that they are considering charges for services such as blood pressure testing; however, Sue Griffin has said she will not do so.
Mexican employees were asked to sign contracts. By Mexican law contracts can only be presented to new employees.
On two occasions the Mexican employees were paid late, on Saturday. Employee morale is at an all time low.
Rick Feldmann has hijacked the Board and the Society.

The second speaker for the Board was Chuck Giles.

He is one of the new volunteers and brings 30 years of industry and research library experience as well as 7 years in a public library.
The LCS library is not a disaster and is, in fact, running very well.
Books might not always be on the right shelf, or in the proper order but there are only two libraries in the world that will always have everything in perfect order and they are locked libraries.
With volunteer libraries there will always be some things out of order.
With regard to not knowing the Dewey Decimal system he noted that all new books have a CIP Number on the paper following the title page and there you find the Dewey Decimal number for that non-fiction book.
Diane Miller asks the volunteers about their job and what is wrong with it. A survey is being developed to see if we are ably meeting the needs of the people using the library.
He indicated that he is in favor of NOT recalling the Board members.

Becky Wood then rose to speak as the third speaker for the pro-recall committee. However, it was pointed out to her that according to Robert’s Rules of Order she was not allowed to speak for the third time. She then gave her notes to Al Trottier who volunteered to speak on her behalf. In response to urging from the audience he provided his own thoughts rather than using those provided by Becky Wood. He said:

He is upset because of what has happened at the Lake Chapala Society. People who have worked here for a long time were fired without any notice.
Mexican workers have not been paid on time because it was not convenient for Rick Feldmann to sign checks.
He stated he is unhappy about the dishonesty flying around. Rick Feldmann said there have been no plans to charge for blood pressure tests but the nurses have received email regarding charging for testing.
He suggested that 1) either the Board if being very untruthful or 2) there is very little effort made for communication between Board and members.

Nancy Creevan pointed out that LCS employees are always paid in cash regardless of what day they are paid. It was noted that the President was “out of order” by raising this point at this time.

The final person to speak in favor of keeping the Board was Bill Whitehead:

There have been several points raised at this meeting that you don’t know are they really true and factual.
His thoughts regarding charging for blood pressure testing is that is no different than charging for skin cancer testing and he doesn’t hear any complaints about that.
Mexican workers are paid in cash, not by check.
From anyone he has spoken to the library seems to be functioning well.
He fully endorses this Board in its entirety, including the three members being recalled.
He asked those present to vote in favor of keeping the three Board members.

In accordance with the established procedures, Board members named in the petition for recall were allocated three (3) minutes each to speak.

Diane Miller:

Believes the reason for the petition is not being made because of mismanagement by the Board but because of loss of control of the library. The Board voted to lay off three employees. All were friends and it was not an easy decision to make.
It was a sound financial decision to lay off the three employees.
The paid treasurer has been replaced by a volunteer.
The paid librarian has been replaced by a committee of volunteers.
The office manager has been replaced by a well qualified person who is bi-lingual.
We have saved two salaries and have had many volunteers step forward to help.
Club Sala did an excellent job of fundraising for the library but Diane pointed out that the former librarian never attended one of the events. Diane herself has been a Club Sala volunteer.
New procedures for handling money have been implemented. It is collected and turned in every day.
In a few days the computers in the library will be networked.

Rick Feldmann then spoke on his own behalf:

The three people that have been listed are the same three people that were offered money to keep the librarian.
The financial problems started back in 2007.
IVA taxes were collected illegally for at least four years.
Cash controls had to be put in place.
On the charge of asking Mexican employees to sign contracts he noted that by law Mexican employees must have contracts. We need to have start dates for them, correct names etc. All this basic employee data has never been collected and filed at LCS.

Nancy Creevan was the last speaker:

The LCS Board has a duty to its members and an obligation to make decisions that benefit LCS as a whole.
Perhaps some of you would not have made these decisions. These are disagreements and a recall should not be a popularity contest.
It should not be a referendum on actions taken by the Board. It is intimidation to make the Board do what a minority of members want.
All this time could have been put to better use.
She respectfully requested that members be part of the solution if they want to change direction.

The head teller, Patty Orsinger explained the voting procedures:

Voting will be done on the gazebo with (4) tables with two (2) tellers at each. Members will hand in their green voucher and will then be given a ballot.
Counting will be done in the Sala.
Anyone who has difficulty walking or needs other assistance should raise their green voucher and someone will come to assist them.

A Point of Order was raised when a member requested that the wording on the ballot be explained, in simple language. The ballot is worded “Retain in office (name of person), and then a box to check yes or no.

In response to a member’s question it was noted that the results of the vote would be announced today. The Annual General Meeting will be conducted while the votes are being counted.

A member asked for clarification of whether her provisional ballot would be counted. It was pointed out that the provisional ballots were given only if there was some question as to whether the member was “in good standing”. The provisional ballots will be counted only if the result of the vote is so close that the provisional ballots could change the outcome.

A member indicated that he thought under Robert’s Rules of Order that this segment of the meeting must be completed before the meeting can continue. Following discussion, at 11:30 am, Nancy Creevan, President, announced that the Extraordinary Meeting of the LCS would be in recess until the results of the vote are known and that immediately following that announcement, the annual membership meeting would take place.

At 1:00 pm the head teller, Patti Orsinger announced that the ballots had been counted. The results were as follows:

Diane Miller: 244 Yes to Retain

Recall

Rick Feldmann: 187 Yes to Retain

Recall

Nancy Creevan: 219 Yes to Retain

Recall

A total number of 450 members were registered to vote but not all did vote. Discussion ensued on whether the amount needed to pass the recall motion was 50% plus one or 2/3. There was also a question of whether the percentage required to win the vote was out of the registered voters or the number of ballots cast. Board members indicated that according to Robert’s Rules of Order, and according to precedent 2/3 of members registered for the meeting are required in order to win the vote. It was pointed out that the documents being used to determine the base line was posted on the LCS website and available in the Services Office.

Using the criteria of 2/3 of registered voters, or 50% of registered voters all Board members, Nancy Creevan, Diane Miller and Rick Feldmann were all retained as Board members.

There being no further business, it was moved by Rich Bailey that the Extraordinary Meeting be adjourned at 1:05 pm.

Respectfully Submitted

___________________________
Lynn Bishop, Recording Secretary