Minutes of October 5, 2009 Special Membership Meeting

The NDC Special Membership Meeting was called to order at 7:10 p.m. by parliamentarian Bill Jones. The purpose of the meeting was to consider a proposed bylaw amendment that would allow a board member to be compensated if working as a regularly scheduled bar employee.

The existing bylaws are in conflict as to whether it is permissible for a board member to be compensated if working a regular schedule as a bar employee, as follows:

Article V, Section 3a of the bylaws states that a director is automatically disqualified and shall vacate the office if he/she is employed by the corporation.
Article V, Section 6 of the bylaw states that the board shall be compensated in such amount as the membership shall direct.

The following motions were advertised in the Greenbelt News Review for consideration at the meeting:

Approve a proposed change in the bylaws: In Article V, Section, 3a. add the following phrase at the end: “Unless superseded by Article V, Section 6.”
Direct that a board member may be compensated if working as a paid bar employee, subject to approval of the board, and according to the specifications of the approved bar position descriptions.

Overview of Proposal

Board member Bill Wilkerson gave a short presentation on the reasons why the board proposed a bylaw change to permit a board member to be compensated as a regularly scheduled bar employee. He explained:

The proposed bylaw change would make bylaw Section 3a subordinate to bylaw Section 6, making it possible for board members to be compensated as a regularly scheduled bar employee only if the membership approves the compensation first.

Next Bill suggested the following advantages of the proposed by law change:

The board’s supervisory role to ensure a successful bar operation is greatly enhanced if a board member is willing to take a bar position.
It is reasonable to expect that a board member may be compensated if they take a bar position because the board already spends many hours working on cooperative business, and since the board is ultimately responsible for operating the bar if no volunteer is available.
The ability to have a board member could step in quickly if a bar position is vacated would be an advantage to the cooperative.
The board recommends that if a board member is willing to take a bar position, the membership should have the option of compensating the board member, and the board member should be encouraged to take the position.

Motion #1 – Bylaw Amendment

Bill Jones stated that the advertised motions were on the floor for discussion. During the initial discussion on motion #1, the following points were made:

Maria Silvia Miller interpreted that sections 3 and 6 don’t conflict as Section 6 only relates to board compensation for being board members, and the two sections should not be tied together as proposed.
Don Comis and Ed James felt that the membership has the ultimate power in that they can vote out the board if the board does not perform to members/ satisfaction.

On the motion of Craig Tooley and the second of Don Comis, the membership then voted overwhelmingly in favor of amending the motion to substitute “except when employed as approved by membership vote” at the end of existing section 3 instead of the addition proposed in the original motion.

The membership then discussed the amended main motion as follows:

Peggy Barrott charged that the proposed arrangement would create a conflict of interest.
Barbara Stevens pleaded that the board members have been totally immersed in making the cooperative successful and that the debate over conflict of interest is silly.
Ed James stated that small organizations are “much different animals” from large organizations in that board members in small organizations are more often involved in working for the organization than in larger organizations.
Ed James chided the membership for allowing the introduction of “FUD” — fear, uncertainty, and doubt — into the discussion.
Susan Barnett stated that the board can only go so far in working on the cooperative’s behalf without getting paid.
Harriot Phelps suggested an hourly wage limit be considered.

The membership then voted 21 – 6 in favor of the motion as amended which reads as follows: “Approve a proposed change in the bylaws: In Article V, Section, 3a. add the following phrase at the end: ‘except when employed as approved by membership vote.'”

Motion #2 – To Direct That a Board Member May Be Compensated

Craig Tooley moved and Don Comis seconded an amendment to the second motion advertised in the newspaper, proposing to add the words “and pay rates” to the motion at the end. During discussion the following comments were made:

David Morse suggested that an annual reaffirmation of the motion be required starting February 2010.
Bill Wilkerson noted that some flexibility in the pay rates may be required to reflect changing pay rates in the area’s bartender market, and to allow for pay increases.
Craig Tooley suggested a general sunset provision at each regular membership meeting.
Ray Stevens pointed out that pay rates are already set in the job descriptions.
Ronnie Scotkin stated that coop bartenders don’t make mixed drinks and asked what the pay was? The board answered that the pay was $8.00/hour.
Mike Mulaney asked if the motion applied to all board members or just one? The board replied that the intent was to allow any board member to be appointed to any vacant bar position; however, the board has only approved two paid bar positions at this time, one of which is occupied by Tom Lemond.
Harriett Phelps asked to see the job descriptions, which were then given to her by Bill Wilkerson.
David Morse said the membership can trust the board to set the pay rates.
Karim wanted to know if the board member bartenders would clean the bar.
Craig Tooley said the sunset provision gives the membership protection if things go awry.
Ronnie Scotkin stated that the contract requires that the bar be kept clean.
Peggy Barrott asked if Karim would feel comfortable going to the remaining board members if there was a problem, and asked Karim how was his relationship with the board. Karim answered that he could not comment on his relationship with the board.
Mike Stark pointed out that the contract requires monthly Board/Manager meetings where this type of issue get worked out.
Terri Rutledge pointed out that Karim doesn’t seem to have a problem telling the board what he thinks.
Ed James pointed out that the audit committee is watching the board to make sure everything is done properly.

The motion to amend the main motion carried by a sizable majority.

Next, David Morse moved and Don Comis seconded another amendment to add “The effect of this motion shall expire at the end of each annual membership meeting unless reaffirmed by the membership.”

Craig Tooley proposed a friendly amendment to also add: “This motion shall be placed on the agenda of the next annual meeting.” Sue Massey seconded the motion.
Peggy Barrott asked if bar manager Tom Lemond would be the supervisor of the board member bartender? The board answered that Tom supervised the volunteers on technical matters but not performance matters.
Terri Rutledge pointed out that she had valuable experience to offer due to her longstanding involvement in the cafe operation. Barbara Stevens asked, “Can you speak up, honey?” Terri continued in a louder voice explaining that the bar operation can’t subsist on volunteers alone, and that the bar operation works best when the board is involved and aware of operations. This arrangement is typical for small organizations. She concluded stating that the sunset provision is unnecessary as the membership can vote to rescind the compensation at any time.
Karim asked what does a board member do if they can’t volunteer for the bar? Bill Wilkerson answered that Karim knows full well how much work the board is doing to help him and if not Bill would make him a list. Then Karim asked if the board can fire a board member bartender? The board answered yes.

The motion to amend the main motion carried by a sizable majority. The membership then passed the main motion as amended 21 – 5, which reads as follows: “Direct that a board member may be compensated if working as a paid bar employee, subject to approval of the board, and according to the specifications of the approved bar position descriptions and pay rates.
The effect of this motion shall expire at the end of each annual membership meeting unless reaffirmed by the membership. This motion shall be placed on the agenda of the next annual membership meeting.”

The meeting adjourned at 9:32 pm.

Respectfully submitted,
Bill Wilkerson, Secretary

The minutes of the Special Membership Meeting on October 5, 2009 were approved by the board of directors at its regular meeting on October 21, 2009.