Minutes, IBMA Board of Directors Meeting, January 2015

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January 7, 2015

(Teleconference)

Members Present

Alan Bartram, Becky Buller (left call at 3:30), Danny Clark, Jamie Deering (left call at 3:33), Regina Derzon, John Goad, William Lewis, Stephen Mougin, Joe Mullins, Leah Ross, Ben Surratt, Tim Surrett, Angelika Torrie and Jon Weisberger.

Others Present

None

Minutes

The meeting was called to order at 2:03 p.m. by Board Chair, Jon Weisberger.

Jon presented a review of the agenda for the meeting.  It was MOVED (Ben) and SECONDED (Tim) to enter into Executive Session to discuss staffing issues and contracts.  The VOTE was unanimous.

The Board entered into Executive Session at 2:10 p.m.

MOTION:  Leave Executive Session (Regina); Second (Ben); VOTE: Unanimous.  The board entered into regular session at 3:05 p.m.

Nancy Cardwell, Victoria Fister and Eddie Huffman joined the call at 3:06 p.m. for the presentation of the financial update. 

Jon presented the report of actions taken in executive session:

  1. The Board will conduct roll call votes for this meeting only for votes that are non-unanimous.
  2. The Board voted unanimously to ratify the following actions taken by Executive Committee:
    1. Continue discussion regarding a Leadership Bluegrass mentoring program.
    2. Eliminate the ballroom stage at Wide Open Bluegrass (WOB).
    3. Implement Passkey procedures for Raleigh hotels to ensure tracking of hotel rooms and WOB registrations.
    4. Approve contract with Pinecone for 2015 to produce showcases and Red Hat events.
    5. Hire publicist for month of December to advise the board.
    6. Institute moderation of the IBMA members Google group (IBMA-L).
    7. Hire Nancy as a contractor (expires no later than the end of March).
       

WOB report: Nancy provided an overview of the IBMA Finance Reports through November 30, 2014 and also reviewed Fiscal Year End (2014-15) projections.

The Board directed Nancy (as our consultant) to draft a job description for a staff position with review and final approval by the Executive Committee.

The Board adjourned for the day at 4:07 p.m.

January 8, 2015

(Teleconference)

Members Present

Becky Buller, Danny Clark, Jamie Deering, Regina Derzon, John Goad, William Lewis, Stephen Mougin, Joe Mullins, Leah Ross, Ben Surratt, Tim Surrett, Angelika Torrie, Jon Weisberger.

Absent

Alan Bartram (excused due to illness).

Others Present

Nancy, Taylor and Eddie (staff) joined the call at 2:47 p.m.

Minutes

The meeting was reconvened at 2:00 p.m. (Central) by Board Chair, Jon Weisberger.

Discussion about staffing:  It was MOVED (William) and SECONDED (Angelika) that the Executive Committee be authorized to seek up to 3 bids from association management companies (hereinafter “AMC”) for interim and possibly other services and report to the board on the findings.  VOTE:  Unanimous.

Additionally, the Board directed the Executive Committee to seek the services of an executive search firm to expand our search for a new Executive Director.

The Board held a discussion about the possibility of hiring a membership concierge as previously discussed and authorized.  It was MOVED (Becky) and SECONDED (William) that this position be folded into the AMC discussion and directs the EC to take this into consideration.  VOTE:  Unanimous.

Nancy, Eddie and Taylor from the IBMA staff joined the call at 2:47 p.m.

Nancy provided an update on the Awards Committee Task Force.  The Task Force has analyzed information back to 1990 and is currently reviewing all the awards.  There will be more details on this topic at the next IBMA board meeting.  Due to timing, the Task Force’s work and any board action thereon would be for the 2016 cycle forward.

Grammy nominations - Jon gave a brief background.  There is concern that a decline in the number of recordings submitted as candidates for Bluegrass Album of the Year nomination may encourage NARAS (National Academy of Recording Arts & Sciences) to consider eliminating the award.  Jon recommended exploring ways in which IBMA members who are in NARAS could assist in submissions.  Tim suggested inviting a NARAS representative to the business conference to encourage greater IBMA member participation in NARAS and the Grammy process.

Regina (as Chair of the Bylaws Committee) presented the Bylaws Committee Report.  It was MOVED (Joe) and SECONDED (John G.) that the Bylaws be amended as follows:  Remove Article III, Section 5 of the bylaws which relates to vacancies on the board of directors and replaces it with the following:

Article III.  Section 5. Vacancies.

Vacancies occurring from time to time on the Board of Directors shall be filled by a special election to fulfill an unexpired term on the board.
 

(a)      Member-elected Board Seats:
 

Vacancies in these board seats, as described in Article III, Section 1, Subsections (a), (b) and (c) of the bylaws, shall be filled as follows:    If the vacated seat has a term remaining of more than one (1) year, a special election shall be conducted as soon as practical.  IBMA members eligible to vote for said position shall elect a replacement board member to complete the unexpired term of the seat vacated.
 

If the vacated seat has a term remaining of one (1) year or less, the board may hold a special election where (an) eligible member may fill the seat.  However, if it is not determined to be practical, then the board may fill the seat.  The board may also determine that the time left in the unexpired term is insufficient to secure and verify a slate of nominees.  In this event, the board may choose to hold the seat open (unfilled) until the next general election.
 

(b)      Board-appointed Board Seats: Vacancies in these board seats, as described in Article III, Section 1, Subsections (d) and (e) of the bylaws, shall be filled as follows:  Regardless of the time left in the unexpired term, the board may (choose whether to) fill the seat by a temporary appointment to serve until the next general election.
 

In either case (a) or (b) herein, the Nominating Committee process specified in Article III, Section 9 shall apply.

Full bylaws for reference

This will allow Members to vote in some situations where they are not currently allowed to do so by the Bylaws.  VOTE:  Unanimous.

It was MOVED (Becky) and SECONDED (Stephen) to fill the vacancies in the two vacant board seats for Artist and Composer and the Agents, Managers & Publicists by member election with the term to expire in the fall of 2015.  (This is now possible due to the change in the Bylaws stated herein.) NOTE:  Tim Surrett’s Artist and Composer seat was vacated by his election to Vice Chair and Brian Smith’s seat was vacated by his resignation.  It was further MOVED that the vacancy in the Broadcaster seat created by David Smith’s resignation be filled by member vote with the term to expire in the fall of 2017.  (Broadcaster seat previously held by David Smith was vacated by his resignation – term expires 2017).  VOTE:  Unanimous. 

The Board discussed whether to permit non-board members to attend meetings and to listen in on teleconference board meetings.  The board directed the Executive Committee to look into the matter further and the board will discuss at the spring in-person meeting.

Ben (as Chair of the Nominating Committee) presented the report of the Nominating Committee:  Five (5) candidates were presented for consideration and background information was provided.   Following a ballot vote – Steve Martin and DA Callaway were appointed by the board to fill the unexpired terms of Elizabeth Wightman (board appointed at large director whose original term expires 2015) and Henri Deschamps (board appointed at large director whose original term expires 2016).  Per the bylaws, Article III, Section 5, both appointees will serve until the next general election (fall 2015). 

The group held a discussion of business conference.

It was MOVED (William) and SECONDED (Angelika) that the meeting be adjourned.  VOTE:  Unanimous.  The meeting was adjourned at 4:41 p.m.

Respectfully submitted,

Regina Warner Derzon
Secretary