2016 Mbr Mtg
NMDA General Membership Meeting
September 30, 2016
Manzano Mesa Multigenerational Center, Albq. 2nd Draft
Board members present: Cindy Kavan-Winfield (Pres), Barbara Burkhardt (Sec), Dawn Foster (Treas.), Winnie Fitch (Membership Chair), John Collins (VP).
Members present: Eliza Stewart, Roger Winfield, Susan Purcell, Susan Reed, Ann Bresson DJ Collins, Sharron Burge, Virginia Gredell. (total 13)
GENERAL STATE of NMDA: The meeting was opened at 6:35 pm by Cindy and she provided a synopsis of the year so far:
Eight schooling shows, one cancelled due to lack of entries, 2 clinics (actually 3): The Pilates clinic, a youth clinic, and the clinic with Renee Johnson (a USEF “R” judge). Two schooling shows remain this year: The Albuquerque Equestrian Cup in mid-October and the Cherry Tree Show in early November.
The “Mini Grant program” for volunteers has been started.
The Youth Chairperson has several ideas for Youth programs next year.
Cindy announced the “rules” for the By-Laws discussion: each person can speak once, no longer than 3 minutes, a person cannot speak again until everyone else who is interested, has spoken.
Next Cindy introduced Dawn Foster, Chair of the By-Laws Sub-Committee. The three other members of the By-Laws committee are: Cindy Kavan-Winfield, Eliza Stewart and Wendy Wilkins.
RESTATED BY-LAWS MAJOR GOALS: Dawn summarized the major goals of the restated By-Laws changes and mentioned that once the By-Laws have been accepted by the Membership the Standing Rules will be revised and approved by the Board of Directors. The major goals were as follows:
1. Update 2010 language and move appropriate topical items between By-Laws and Standing Rules (example: Conflict of Interest language)
2. Include concepts suggested by Members (example: Member Exclusion language)
3. Revisit the board composition in light of changing times and recent Member/volunteerism declines
4. Provide additional process flexibility, thereby realizing time, effort and cost savings to the Association (examples: formal “notices” via email/website and option for online voting)
5. Strengthen financial checks & balances due to our recent IRS 501c3 determination
6. Revisit NM Nonprofit Act requirements on important topics like meeting quorums, Committee structure, etc.
After the above, the meeting was opened for general discussion of the restated By-Laws by the Membership present.
GENERAL DISCUSSIONS: The following restated By-Laws changes and other Board actions taken throughout 2016 were raised and discussed:
· Dawn stated that NMDA received it’s 501c3 status in Jan 2015, retroactively effective for the tax year 2014. Some of the changes/additions in the restated By-Laws were deemed prudent by outside experts in 501c3 matters (an attorney and CPA), as a result of this IRS determination.
· Method of communication with members is changed to email and the NMDA website, rarely US mail. It is optional that voting could be done online in the future.
· Clarified the process of financial reimbursement: identified “usual expenses” and those that require “budget approval” by Board.
· Formal “fill-in-the blanks”contracts for judges and clinicians and venues have been approved for use by the Board.
· The monthly bank statement is checked by a board member (other than Treasurer).
· Recent changes to Standing Rules (that will go in effect January 2017) include: changes to Year End (Y.E.) Awards will require volunteer hours to receive Y.E. Awards; discontinuation of Rated Show Awards (after 2016); and scores for Y.E. Awards and volunteer hour requirements must be sent to the Awards director by members.
· The 2016 Awards Banquet will be January 23, 2017 at the New Mexico Veterans Memorial Bldg. located on Louisana, just north of the Kirtland AFB Gibson gate.
· It was stated that the Board will have a “2017 Planning Meeting” on November 16th. Members are welcome.
SPECIFIC MEMBER QUESTIONS/COMMENTS:
One member asked if the Albuquerque Equestrian Cup Show would count for Y.E. Awards. John Collins made the Board motion that the Equestrian Cup show would count toward Y.E. Awards” The Motion was seconded and passed 5-0 by Board members present.
Barbara Burkhardt asked about changes to the composition of the Board of Directors. Currently there are 14 positions (4 elected officers + 9 “Chairs /Directors” + past president) requiring a NM statue-required meeting quorum of 4.6 or 5. The restated By-Laws change the Board composition to 6 elected positions (President, Vice President, Treasurer, Secretary, Past President and 1 ‘Member at Large”) + 4 chairs/Directors: ( Membership, Education/Clinics, Youth and Awards) = total 10 positions, requiring a quorum of 3.33 or 4. Dawn mentioned that the main reason for limiting the Board was to reduce the quorum number required to do business, and that the current By-Laws –stated positions (14) is quite large for an organization of NMDA’s size (14 Directors for 138 Members, or approximately 1 Director for every 10 Members.
It was suggested that a “Show Manager clinic” be done again.
Susan Percell mentioned concern with the “Expulsion of Member” language. A lengthy, healthy discussion occurred, discussing USEF, USDF and other GMO similar policies and responsibilities of various persons’ roles (TD, judge, steward, etc.) at shows.. Eliza Stewart, a member of the Sub-Committee and an attorney, explained that every situation cannot be anticipated and that NMDA must protect itself. The restated By-Laws language outlines a very specific process for Member expulsion, and it provides due process to the member involved.
Barbara Burkhardt brought up the 2 year officer terms. Dawn mentioned that the main reason for this change and the staggering of elections was to preserve continuity of the Board year after year. Cindy said it was hard to get nominees for the various positions. Dawn mentioned that under the restated By-Laws’ staggering concept, less candidates are needed on a yearly basis (either 2 or 3 depending on the year, instead of 4 every year under the current By-Laws). Two- year terms and staggered elections ok with the members there (it should be noted that none of the members there offered to run for office).
Next immediate step is for the Board to discuss and approve the “Restated By-Laws” and then send the final Board-approved version out for member voting in the next month or so..
The Membership Meeting was adjourned at 8:10 pm.
September 30, 2016
At Manzano Mesa Multigenerational Center, Albq.
Present: Cindy Kavan-Winfield, Barbara Burkhardt, Dawn Foster, John Collins, Winnie Fitch.
Opened at about 8:15 pm.
Purpose is to approve a final version of the Restated By-Laws for member vote.
Barbara made the motion “To change the titles of the ‘Standing Committee Chairs’ to ‘Directors’ and eliminate the concept of ‘Standing Committees’” Winnie 2nd. Motion failed 4-1.
Dawn made the motion: “To clarify the last sentence of Art. VII # 1 that the Standing Committee Chairs are Directors of the Board” Motion seconded and passed 5-0
Barbara made the motion to add Schooling Show Coordinator to the Board of Directors.” No second, motion failed. Barbara added that this “down-sizing” causes Board members to double up on duties.
John made motion: “Leave the By-Laws as written and present to membership as is for vote.” 2nd by Winnie. Passed 4-1.Further, the Board concluded that the membership vote should be an “all or nothing” vote on approval of the Board-approved restated By-Laws, and if possible, piggy-back with election of Officers ballet mailing for cost-saving reasons.
The board meeting was adjourned at 8:40 pm. Submitted by Barbara Burkhardt, Secretary.