May 2, 2015

Board Meeting Minutes 05-02

May 2nd, 2015, Saturday, 10:00 am
East Phillips Park Cultural and Community Center
EPIC web address:
Office: 2536 18th Avenue S., Minneapolis, MN 55404

“Those who say it cannot be done should not interrupt the people doing it.”
                                                                                          –ephemer, inc

Board Roster: Jenny Bjorgo, Rosie Cruz, Mary Gonsior, Jean Howard, Linda Leonard, Rita Ortega
Carol Pass, Gloria Reyes

Present board members: Mary Gonsior, Jean Howard, Linda Leonard, Rita Ortega, Jenny Bjorgo,
Carol Pass, Gloria Reyes

Absent board members: Rosie Cruz
Members: Michael Green, Maggie Ewing, Chana Ware
Visitors: Carrie Day Aspinwall

10:20   Introductions:
·       Introductions
·       Acceptance of Grievances – Michael Green (4)
·       Approval of May 2nd Agenda  
·       Approval of April 4th Board Minutes
o   JH asked for information about the presentation by DD on March 28th, and a discussion of the motion to approve $10,000 was held. The motion was passed at the March 2015 membership meeting.
o   JH &RO asked for a copy of the NCR recommendations and draft response noted in item 5 of the business report.

10:20   Introduction of the new and old board members

JH asked about election of Edwin Gonzalez and the letter that was sent from EPIC stating that Edwin was not eligible for nomination for the board. CDA shared NCR’s involvement in researching the eligibility of the candidate. LL stated that the nominations committee acted in accordance with EPIC bylaws, and a motion is not required to follow the Bylaws. CP discussed EPIC’s experience with individuals in identical situations, namely wishing to be on the board, but who have not been able to serve on the board because they are not eligible, either because they did not live here or because they had not been to a previous General Membership meeting in the past year. The requirements for residency, or representation of a business located in East Phillips, along with attendance of at least one previous General Membership meeting have been in place for years, and should be followed consistently for all individuals seeking candidacy for EPIC’s board. RO feels that the communications to Edwin “came from the board,” but was done without consultation with board members. RO proposed that a better resolution would have been to call a special meeting, or to wait for the board meeting. CP pointed out that they thought there would be additional issues to resolve if we seated Edwin and thought we did not want to add more problems. LL pointed out that the executive committee has authority to conduct business between meetings and that the executive committee as nominating committee was still to carry out their obligations. CDA reported that NCR conducted a review of Robert’s Rules (newly revised) for clarity regarding eligibility for elections, and responses to EPIC concerns about an elected director’s eligibility. MG stated that EPIC’s policies and procedures contain clarification regarding both eligibility and response to an election of an ineligible candidate, and proposed that written policies and procedures have more weight than Robert’s Rules.

MOTION: EPIC will schedule a special meeting along with a consulting attorney and the city’s attorney to assist the board in navigating a resolution regarding EPIC’s board elections. MG, CP  approved.

Note: a special meeting is open to the public.

By consensus, LL will engage a consulting attorney independent of the city’s attorney.

11:48   Business -  
              1. Presentation of 990 Tax return and Annual Charitable Organization Report to the MN Attorney General. We need a Resolution to approve the filing of the AG report. The filing deadline for Form 990 is May 15th; the filing deadline for AG Report is July 15, 2015.

MOTION: Approve the filing the 990 and AG report. MG, CP. Approved.

              2. Approval of CPP Annual Reports 2013 and 2014.

MOTION: Approve EPIC’s Annual Reports to CPP for 2013 and 2014, and submit them to NCR. CP, MG. Approved with a counted voice vote:

In favor: LL, GR, MG
Opposed: JH, RO
Abstain: CP

CDA stated NCR concern about potential amendment of the reports if the reports are distributed at meetings, or online, can create confusion.

MOTION: Extend the meeting for an additional 15 minutes (until 12:40). MG, RO.

12:25   Presentation of Board Notebooks to new members.

MOTION: Proceed to election of officers with an explanation of responsibilities. MG, RO. Approved.

11:40   Election of Officers-

MOTION: Extend the meeting until 1:00 PM. MG, RO. Approved.

President: CP and RO. CP approved. 3 for CP; 2 for RO. 1 abstain.
Vice Chair: RO. RO approved unanimously.
Secretary: LL. JH. 3 for JH; 2 for LL. 1 abstain.
Treasurer: MG by Acclamation.

MG reported that she had investigated 2 grievances filed by Michael Green in March, and she copies of the grievances, and distributed a report of the investigation containing comments and proposed remedies for resolving the grievances. Meeting with Michael on April 2, 2015, Michael graciously granted the board an extension of time until the May board meeting to respond to the grievances. As the board does not have suffiecient time to address the grievances, investigation and proposed resolutions at this meeting, present members received copies of the materials, and the materials will be distributed to absent board members. EPIC will call a special board meeting at Perkins Restaurant on May 7th at 7 pm, to discuss the report and decide on a final board response. EPIC bylaws provide that the board may hold a closed meeting to discuss grievances. MG will contact Michael and inform him of the boards’ progress.

MG reported that EPIC has been considering policies and procedures for addressing board attendance, and has instituted a board attendance roster to facilitate better awareness of board member absences. EPIC is developing letter templates to be used.

1:20     Self Evaluation-
At the close of the meeting, board members were asked to complete a self-evaluation form.

·       Discussion of the EPIC Bylaws
·       Discussion of Policies and Procedures of EPIC
·       Obligations of a board member- Duty of Care, Duty of Loyalty, Duty of Obedience, Getting along

1:25     Adjourn