October 1 & 2, 2005, Board Meeting Minutes
American Council of the Blind
Fall Board Meeting
October 1 & 2, 2005
The meeting was called to order by President Chris Gray at 9:06am in the Galt House Hotel, Louisville, Kentucky.
Roll call was taken by Secretary Donna Seliger. It was found all officers and directors were present except Ms. M. J. Schmitt, who had been hospitalized.
Several guests were present and introduced themselves.
Motion 1: Mr. Edwards moved to approve the minutes taken during the July 2, 2005 pre-convention meeting. Mr. Charlson asked that the seven items recommended by the parliamentarian, Mr. Don Stevens, and approved by the Board, be appended to those minutes. On a voice vote, the motion carried.
Motion 2: Mr. Pomerantz moved the acceptance of the minutes taken during the July 9, 2005 post-convention board meeting. The motion carried on a voice vote.
President Gray reported that he feels the MMS program needs more attention. He also spoke about the new chair of ACBES, Mr. Michael Garrett and that ACBES has some new initiatives.
He went on to mention that he and Ms. Seliger have been working on an updated committee list, which is nearly ready for distribution.
Mr. Leonard DuBoff is willing to work with us on assisting ACB in registering our trademark. Mr. Charlie Hodge has volunteered to fund the project himself.
Motion 3: Mr. Pomerantz moved to accept the report presented by President Gray. On a voice vote, the motion carried.
Item 7: The American Council of the Blind Enterprises and Services, Inc. (ACBES) report was presented by Mr. Michael Garrett, Chair. The distribution to ACB may not reach the $450,000 anticipated amount. Sales as of August 31 were down. Mr. Garrett estimates the contribution to ACB will be $260,000 in 2005 a worst case scenario.
Motion 4: Mr. Edwards moved to accept the ACBES report from Mr. Garret. On a voice vote, the motion carried.
Motion 5: Mr. Miller moved to adjourn the ACB board of directors meeting and move to the ACBES corporate meeting. The motion carried on a voice vote. ++++++++++++++++++++++++++++++++++++++++++++++++++++
The American Council of the Blind Enterprises and Services meeting convened with Chairman Michael Garrett who previously reported that sales were down for 2005 which brought several questions from the members pertaining to why the loss in revenue. Mr. Garrett stated expenses have been cut. He stated the ACBES would like to close one store, however, at this time, it would cost more to close the store than to keep it; therefore it will remain open until the lease runs out.
Bulk materials are being sold for $0.27 a pound and the profit goes directly to ACBES.
Some items of clothing have been donated to victims of Hurricane Katrina from the thrift stores.
Mr. Charlson asked how many stores are open currently. A: Nine. How many are making profit? A: Five, three are not and one is swinging. Personnel and operating costs have been cut to improve the bottom line. How are the heating and cooling systems in the stores? A: In most cases, it has been attempted to get the landlords to cover repair expenses. How many trucks are there and what is their condition? A: There are 14 trucks, 12 rolling and 2 not in service. What is the nature of the fuel for the trucks? A: Pay as we go: No contract. What is the current plan for opening new stores as stores close? A: We have great plans, but not enough funds in reserve to carry them out.
Mr. Godino asked about cost of transferring items from storage trailers into the trucks. He was told the cost is very minimal.
Mr. Miller spoke about the fact that ACBES just didn’t go down hill, but has been headed in that direction for several years. He referred to the need for a CFO in the Minneapolis office the sooner the better.
Mr. Gray talked about the rolls of ACB and ACBES. In the late 90’s and in 2000, the amount of profit was much higher than we have seen lately. In 2002 the ACBES contribution went down to about $300,000 and has struggled to bring the numbers up since that time.
Motion 1: Mr. Gray moved that the ACBES membership direct the Board of Directors of ACBES to create a comprehensive set of goals and objectives by which the Executive Director of ACBES is measured, and that one of the primary elements of those goals be profitability of ACBES. On a voice vote, the motion carried unanimously.
Motion 2: Mr. Gray moved to take up the election of the ACBES directors. On a voice vote, the motion carried.
Mr. Edwards reviewed the list of current ACBES board members: Mr. Paul Edwards, Ms. M. J. Schmitt, Ms. Carla Ruschival, Mr. Oral Miller, Mr. LeRoy Saunders and Mr. Michael Garret and one vacancy. Mr. Edwards, Ms. Schmitt and Ms. Ruschival are eligible for re-election.
Dr. Bradley nominated Ms. Ruschival.
Motion 3: Mr. Pomerantz moved to close nominations and that Ms. Ruschival be elected by acclamation.
Mr. Charlson nominated Mr. Edwards.
Mr. Miller nominated Mr. Godino.
Motion 4: Dr. Bradley moved that nominations cease. On a roll call vote, Mr. Godino received eleven votes and Mr. Edwards, five. Those voting for Mr. Godino were: Mr. Beatty, Dr. Bradley, Mr. Edwards, Mr. Godino, Mr. Gray, Ms. Keith, Mr. Miller, Ms. Ruschival, Ms. Schmitt, Ms. Seliger and Mr. Trott. Those voting for Mr. Edwards were: Mr. Charlson, Mr. Pomerantz, Mr. Sheehan, Ms. Soule and Ms. Towers.
Motion 5: Mr. Charlson moved that the ACBES corporation require the ACBES Board through its chair and Executive Director issue to the Board a written quarterly report with respect to the financial health of the corporation. On a voice vote, the motion carried.
Mr. Bob Seliger reported to the Board about the thrift store formerly owned by ACBES. Mr. Edwards said the landlord who purchased the inventory said his daughter was going to open a store. Mr. Miller suggested we approach the Attorney General in Iowa to inquire.
Motion 6: Mr. Gray moved to adjourn the ACBES meeting and move back to the ACB Board of Directors meeting. ++++++++++++++++++++++++++++++++++++++++++++++++++++
Item 10 – Convention Site Selection report: Ms. Ruschival introduced representatives from Denver and Louisville to propose bids for 2008, 2010 and 2011.
The Galt House Hotel in Louisville is offering $85 for sleeping rooms and $105 for the suites in the East Tower in 2008. If we were to go back to the Galt House in 2010, the rates would be $90 for sleeping rooms in the West Tower and $110 for suites in the East Tower. We also heard from a representative from the CVB.
Next the Board heard from a representative of the Denver Adams Mark Hotel. For 2008, $89 room rate for single or double with an additional charge for quads. The bid for 2012 is $109 per room. The hotel has several restaurants to choose from.
Motion 7: Mr. Pomerantz moved that our first choice for convention sites be Louisville, Kentucky in 2008 and 2012 followed by the Denver, Colorado bid and that Ms. Ruschival be directed to seek alternate dates for Denver in 2010 or 2011 with a preference for 2010. On a voice vote, the motion carried with two dissenting votes.
President Gray announced the Board will hold an executive session to discuss personnel matters while having lunch. The general board meeting will reconvene at approximately 2:00pm.
The ACB Board of Directors meeting reconvened at 2:25pm.
Motion 8: Mr. Charlson moved that the President assign an individual to forward all ACB Board list conversations to the Executive Director with the exclusion of anything that deals with her as an employee. The motion carried on a voice vote.
President Gray asked Mr. Trott to pass along information from the Board list to Ms. Brunson.
Item 9: Treasurer’s report from Mr. Mike Godino who reported the following figures.
Revenues through June, 2005: $484,622.70
Expenses through June, 2005: $538,095.35
Ms. Brunson reported some additional revenues that were not included in the figures given by the treasurer.
Motion 10: Mr. Edwards moved to accept the treasurer’s report. On a voice vote, the motion carried.
President Gray reported from the executive committee session. Ms. Seliger read the two motions made during the executive session.
“Motion 1: Mr. Edwards moved that this board authorize the president to create a committee with representation from ACBES and ACB to conduct interviews and if qualified, to hire one of the two applicants at a salary level not to exceed the amount paid to our previous CFO, Mr. Olsen.” On a voice vote, the motion carried.
“Motion 2: Mr. Edwards moved that this board authorizes Ms. Brunson to negotiate with the Veris Staffing Agency to arrive at a mutually acceptable arrangement for the payment of benefits and other fees for this position but not to exceed the current percentage allocated to ACB staff.” On a voice vote, the motion carried unanimously.”
Ms. Brunson reported on the Social Security law suit that ACB has filed. She believes there will be three plaintiffs and ACB may be an organizational plaintiff.
National Office Report – Ms. Brunson stated Ms. Pacheco, Ms Dillon and Mr. Mike Smitherman prepared a suggested list of corporate sponsors for the 2006 convention.
The Braille Forum Editor position has been filled by Ms. Sharon Lovering who had been the acting editor for the past several months.
An individual had been hired to begin working at Washington office mainly to assist Ms. Pacheco; however, she was involved in an auto accident and will be on the disability list for the next nine months.
Ms. Brunson stated funds have been received for the Hurricane Katrina victims and also some applications for assistance from some hurricane victims as well,
Motion 11: Mr. Edwards moved to accept the report from the Executive Director of ACB. On a voice vote, the motion carried.
Item 15 – Enhanced MMS Program: Dr. Ed Bradley. Motion 12: Dr. Ed Bradley reported from the MMS Enhancement Committee. He recommended on behalf of the committee the donation procedure would be changed to give a minimum of 50 percent to ACB if a person chose to divide his/her donation and the remainder would go to affiliate(s) of the choice of the individual with the expense of bookkeeping and bank fees deducted.. The motion carried on a voice vote.
Motion 13: Mr. Edwards moved to amend the figure from 50 percent to 75 percent. On a voice vote, the motion failed.
Motion 14: Mr. Miller moved to change to affiliate rather than affiliates of choice. The motion carried on a voice vote.
Dr. Bradley went on to mention the committee recommended that the President convene a conference call with affiliate presidents to promote the MMS program. And secondly advertise in the Forum, on the listservs, ACB Radio and any affiliate newsletters that will publish an article. The committee had discussed having a reception during the ACB convention for those who contributed to the MMS program; however, no decision was made.
Motion 15: Mr. Edwards moved to accept the MMS report. On a voice vote, the motion carried.
Motion 16: Mr. Edwards moved that we, at least for now, set the administrative fee at 10 percent. On a voice vote, the motion carried.
The executive committee selections:
Mr. Edwards and Mr. Pomerantz were chosen from the officers and Dr. Bradley and Mr. Trott from the directors.
Motion 17: Ms. Ruschival nominated Ms. Rochelle Hart to serve on the Board of Publications Committee. The motion carried and Ms. Hart was elected unanimously.
Resource Development Committee Report – Mr. David Trott: The Braille Forum Raffle held during the 2005 convention netted $5,600.
Mr. Trott proposed to hold a bowling tournament with twenty teams of four members. Each participant or sponsoring chapter would pay an entry fee of $50. In addition, each member of a team would be asked to solicit an additional $100. ACB would be asked to provide transportation to the bowling alley. If Mr. Oliveira is in charge and he will be responsible for the bus and bowling rails, he will confer with the RDC Committee.
Motion 18: Mr. Trott moved to put into action the above proposal by John Oliveira. The motion carried on a voice vote.
The Resource Development Committee requested that Mr. Charlson remain on that committee as a liaison from the Budget Committee.
Motion 19: Dr. Bradley moved to accept the Resource Development Committee report given by Mr. Trott. On a voice vote, the motion carried.
Item 17: Maxi-Aids issue Report from Mr. Miller. The committee presented a majority and a minority recommendation. Mr. Miller gave background on the Maxi-Aids legal problems.
Motion 20: Mr. Pomerantz moved that the Board bar Maxi-Aids from participating in ACB conventions for a period of three years. On a roll call vote, there were eight votes in favor, six opposed and one member absent. Those voting in the affirmative were: Mr. Charlson, Mr. Edwards, Ms. Keith, Mr. Miller, Mr. Pomerantz, Ms. Seliger, Mr. Sheehan and Ms. Soule. Those opposed were: Mr. Beatty, Dr. Bradley, Mr. Godino, Ms. Ruschival, Ms. Towers and Mr. Trott.
The Rehabilitation Services Administration Issues Report – Ms. Keith reported the committee consisting of Mr. Pomerantz, Ms. Seliger, and herself with assistance from Ms. Brunson and Ms. Pam Shaw met via conference call on two occasions. The committee produced three documents; a background, a policy statement and the third, an action plan.
Motion 21: Mr. Edwards moved acceptance of the report and to commend the committee for the work and give a report from the committee at mid-year if there is further action. On a voice vote, the motion carried.
The meeting recessed at 5:30pm.
The ACB Board of Directors meeting reconvened at 8:40am on Sunday, October 2, 2005. Roll call was taken by the secretary. Ms. Soule and Mr. Trott left for home early.
Budget Committee Report – Mr. Charlson. The committee recommended the following:
1. Motion 22: Mr. Charlson moved that other than the agreed upon hiring of a new financial comptroller and the changing of our acting editor of the Braille Forum to full Editor of the Braille Forum, our first recommendation is that we freeze all new hires. On a voice vote, the motion carried.
2. Motion 23: Mr. Charlson moved that there not be a November issue of the Braille Forum. On a voice vote, the motion carried with two dissenting votes.
3. Motion 24: Mr. Charlson moved that we suspend any direct mailings with this program until after the first of the year with the exception of a single mailing to the list of 1,075 previous donors. (The motion was postponed pending President Gray’s report of the direct mailing project.)
4. Motion 25: Mr. Charlson moved that for a single time to increase the amount of a received bequest to be extended in the current year from $50,000 to $100,000. The balance would go into the board designated reserve. On a voice vote, the motion carried.
5. Motion 26: Mr. Charlson moved that the Board commit itself to contact at least three affiliates to ask for their support in meeting our financial goals for 2005 and contact the ACB treasurer with the information. On a voice vote, the motion carried.
6. Motion 27: Mr. Charlson moved that the fee for the full tables for exhibitors be increased to $800. On a voice vote, the motion carried.
7. Motion 28: Mr. Charlson moved that the Convention Committee put together and implement a system of room fees for third party activities at the ACB convention to be implemented this year. On a voice vote, the motion carried.
8. The Budget Committee is concerned and requests that they have financial data at least sixty days prior to a meeting and not less than thirty days from the meeting.
9. The Budget Committee is requesting to know where the funding came from to purchase software for the Minneapolis Office.
10. Motion 29: Mr. Charlson moved that when a member of the Board of Directors also serves on the Convention Committee in a position that would normally allow that individual if they were perceived as a committee member first and a board member second, that they would be eligible for reimbursement for expenses that they only be eligible for any expenses that they incurred in excess of those they would incur as a Board member. The motion carried on a voice vote.
Motion 30: Ms. Towers moved to accept the Budget Committee report. On a voice vote, the motion carried.
Ms. Brunson stated the FedEx charges the National Office is incurring are becoming quite high. She asked that everyone ask for items from the National Office with enough time to have it sent by ground shipping as opposed to even Free Matter shipping.
Motion 31: Ms. Towers moved that when information or materials is requested from either office if that request has not been given in a timely manner for ground transportation to get to the individual on time that the office(s) be authorized to charge that individual or affiliate for the additional expense. The motion carried on a voice vote.
Ms. Ruschival announced for the 2006 convention in Jacksonville, Florida, there will be a charge for any room that is not cancelled prior to April 15, 2006.
President Gray reported from the Direct Mail Committee. Three mailings have been sent thus far this year. The amount per donor currently stands at an average of nearly $25.
Motion 32: Mr. Charlson moved to accept the Direct Mail report. On a voice vote, the motion carried.
Mr. Charlson amended the previous motion 24 to read three mailings just to the repeat donors. The motion failed on a voice vote.
Item 13 - Election of the Budget Committee. Current members are Mr. Charlson, Mr. Godino and Ms. Ruschival.
Mr. Edwards placed the name of Mr. Brian Charlson in nomination.
Dr. Bradley nominated Mr. Mike Godino.
Mr. Pomerantz placed the name of Ms. Carla Ruschival in nomination.
Motion 33: Ms. Towers moved to close nominations and elect those three people by acclimation. The motion carried on a voice vote.
President Gray reported on the updated computer system in the Minneapolis Office. Both the ACB and ACBES files have been kept on very old software programs. A new software package has been donated and is being integrated into the system. Some expenses were incurred with the upgrading of the computers and programs
Ms. Brunson distributed a draft paper on sponsorships and gave a brief description of each.
Motion 34: Mr. Edwards moved to accept the report presented and the concept of the sponsorships by Ms. Brunson. On a voice vote, the motion carried.
Motion 35: Mr. Charlson moved to refer the sponsorship draft to the Convention Committee and bring back to the Board for approval within 30 days. The motion carried on a voice vote.
Item 21 - ACB’s response to Hurricane Katrina, Mr. Sheehan, who believes ACB needs to make a statement as to what the National Office has done thus far and find out what the needs are and where the organization can go with the donations. Mr. Sheehan offered to be liaison between the Board and the National Office, if needed.
Motion 36: Mr. Edwards moved that a representative from the National Office, a representative of this Board, a representative of the Membership Committee and two appointed affiliate presidents constitute a committee that will be asked to prepare a white paper on emergency preparedness for blind people which would be presented at the convention next year. The motion carried on a voice vote.
Item 22 - Mr. Pomerantz reported from the NTI issue. It was determined that a review of the contract between IRS and NTI is needed before moving ahead.
Motion 37: Mr. Edwards moved to ratify the motion made online pertaining to NTI. (Mr. Pomerantz moved that by the Board of Directors of the American Council of the Blind that its Executive Director initiate, prior to the Fall Board meeting, Freedom of Information Act (FOIA) request with the Internal Revenue Service for the specific purpose of obtaining the written contractual agreement and all relevant materials pertaining to the contract between IRS and the National Telecommuting Institute.) The motion carried on a voice vote.
Motion 38: Ms. Towers moved to accept the NTI report. The motion carried on a voice vote.
Mr. Godino suggested President Gray establish a finance advisory committee. He recommended the following as members of the committee: the new interim comptroller, the President of ACB, the Chairman of ACBES, the Executive Directors of both organizations, the Resource Development Committee chairperson, the Budget Committee chairperson and the Treasurer.
Motion 39: Mr. Godino moved that this Board develop a committee consisting of the above mentioned persons to meet on a monthly basis to discuss and advise this Board and their organizations on the finances of this organization. (No vote was taken on this motion.)
Motion 40: Mr. Edwards moved to refer Mr. Godino’s suggestion to a group established by the President and come back with a recommendation at the conference call. The motion carried on a voice vote.
President Gray asked Mr. Godino to assist him in putting a committee together to work on recommendations to bring to the Board.
President Gray revisited the MMS proposal. A suggestion was made that someone outside the Board might take on the project and work with a small committee to promote the MMS program. Mr. Ron Milliman has accepted the position as chair of the ad hoc MMS committee.
Motion 41: Mr. Pomerantz moved to reconsider the fee proposed in Motion 14 for processing the MMS donations. The motion carried on a voice vote.
Motion 42: Mr. Edwards moved that no ACB fee be included with the MMS contributions and that all decisions about split be made on the basis of the net receipts. The motion carried on a voice vote.
Motion 43: Mr. Edwards moved that the President be instructed to find some way to acknowledge Board receipts publicly so that it’s clear that those contributions are recognized. On a voice vote, the motion carried.
Motion 44: Ms. Towers moved that in 2006 the mid-year board meeting be combined with the Presidents’ Meeting in Jacksonville, Florida. The motion carried on a voice vote.
Motion 45: The third or fourth weekend in February will be considered for the Mid-Year Board meeting and Presidents’ meeting. The motion carried but not unanimously.
President Gray adjourned the American Council of the Blind Board of Directors meeting at 12:05pm.
Donna Seliger, Secretary