ASMP Board Meeting, June 2, 2016, Atlanta, GA

Transcription

1 ASMP Board Meeting, June 2, 2016, Atlanta, GA The meeting was called to order at 8:30 AM Roll Call Present:Jenna Close, Luke Copping, Mark Green, Michael Hart, Stretch Ledford, Marianne Lee, Irene Owsley, Frank Rocco, Barry Schwartz, John Welsh, David Zentz. Michael Weschler Absent:None Others Present: Tom Kennedy ASMP Chair Jenna Close chaired the meeting Welcome Remarks:Board Chair Jenna Close thanked the board and Tom for their hard work over the past year. She noted that board member participation was exceptional and encouraged everyone to keep focused on progress through this next year. Honorary Motions (hereafter, motions/seconds will appear with last names in parentheses): In recognition of the service of past board directors whose terms have just ended: Charles Gupton (Lee/Copping) John Harrington (Hart/Owsley) Kevin Lock (Hart/Copping) Steve Whittaker (Schwartz/Copping) Chair s Governance Review (Jenna Close): For the benefit of the full board and Executive Director, Jenna reviewed our system of governance policies and the monitoring process set in motion by our board consultant, Bill Charney, in She explained the way the staff and board structure works at the National level, how it is different from the Chapter structure and outlined the roles and responsibilities each entity has. Executive Director Monitoring Reports ED Monitoring Reports were officially reinstated at this meeting after being put on hold during the transition. They arean important part of the governanceprocess for which the board is liable. They are intended to bring mutual clarity to bothprocess and expectations. Motions on ASMP s Policy 1.0 Ends/Priority Results: 1. Members have knowledge and skills for sustainable business success. ACTION:The board approves the ED s monitoring report on Policy #1, but conveys that no reasonable achievement has been substantiated. However, given the current financial and staffing circumstances we find this reasonable, and are anticipating achievement of these ends in the near future. (Schwartz/Rocco, all in

2 2. Members have business resources and tools. ACTION:The board approves the ED s monitoring report on Policy #2, but conveys that no reasonable achievement has been substantiated. However, given the current financial and staffing circumstances we find this reasonable, and are anticipating achievement of these ends in the near future. (Zentz/Green, one abstention/ledford) 3. Members benefit from a community of practice. ACTION:The board approves the ED s monitoring report on Policy #3, and conveys that reasonable achievement has been substantiated.(lee/rocco, all in 4. Legislation, public policy and the publishing trade are protective of members rights. ACTION:The board approves the ED s monitoring report on Policy #4, and conveys that reasonable achievement has been substantiated. (Weschler/Copping, all in 5. Members receive exclusive discounts and benefits. ACTION:The board approves the ED s monitoring report on Policy #5, and conveys that reasonable achievement has been substantiated. (Welsh/Ledford, all in Motions on ASMP s Policy 3.0 General Management Constraint: 1. Policy 3.0. General Management Constraint. ACTION:The board approves the ED s management parameterof Policy 3.0, and conveys that reasonable achievement has been substantiated. (Hart/Zentz, all in 2.Policy 3.1. Treatment of members and constituents. ACTION:The board approves the ED s management parameterof Policy 3.1, and conveys that reasonable achievement has been substantiated. (Hart/Lee, all in 3.Policy 3.2. Treatment of staff. ACTION:The board approves the ED s management parameterof Policy 3.2, and conveys that reasonable achievement has been substantiated. (Schwartz/Zentz, all in 4. Policy 3.3. Financial conditions and activities. ACTION:The board approves the ED s management parameterof Policy 3.3, and conveys that reasonable achievement has been substantiated. (Green/Rocco, all in 5. Policy 3.4. Asset protection. ACTION:The board approves the ED s management parameterof Policy 3.4, and conveys that reasonable achievement has been substantiated. (Welsh/Ledford, all in 6. Policy 3.5. Financial planning and budgeting. ACTION:The board approves the ED s management parameterof Policy 3.5, and conveys that reasonable achievement has been substantiated. (Green/Schwartz, all in

3 7. Policy 3.6. Compensation and benefits. ACTION:The board approves the ED s management parameterof Policy 3.6, and conveys that reasonable achievement has been substantiated. (Copping/Welsh, all in 8. Policy 3.7. Emergency management succession. ACTION:The board finds the ED s management parameterof Policy 3.7 noncompliant. However, given the current financial and staffing circumstances, we find this reasonable, and are anticipating achievement of these ends in the near future. (Lee/Ledford, all in 9. Policy 3.8. Board awareness and support. ACTION:The board approves the ED s management parameterof Policy 3.8, with the exception of 3.8.A., which is non-compliant but reasonable. (Welsh/Hart, all in 10. Policy 3.9. Chapter and specialty group management. ACTION:The board approves the ED s management parameterof Policy 3.9, and conveys that reasonable achievement has been substantiated. (Copping/Welsh, all in 11. Policy Corporate funding. ACTION:The board approves the ED s management parameterof Policy 3.10, and conveys that reasonable achievement has been substantiated. (Rocco/Schwartz, all in Executive Director Report/Annual Review (Tom Kennedy) Tom Kennedy gave an annual review of the director s activities, including his new partnerships with Cordia Partners (accounting) and Village Press (membership). He described in brief the development of the new website (presented by Village Press on the following day). In general, while progress has essentially entailed curtailment of many activities, he is now working to revitalize. LUNCH BREAK Advocacy discussion with Tom Kennedy Tom stressed the importance of this time to make a difference on the Hill and to.show leadership in a visual consortium of like-minded organizations. He reminded the board that it is our only opportunity to be on the offensive. ACTION: To go into Executive Session (Copping/Schwartz, all in ACTION: To leave Executive Session (Copping/Welsh, all in Treasurer s Report, Mark Green Discussion of the use of building sale proceeds and whether it should be designated by the board as a reserve, to be tapped only for capital expenses. ACTION:Motion to approve discontinuance of 401K Safe Harbor Plan (Close/Hart, all in

4 ACTION:Motion to approve the change of current fiscal yearto a calendar year of January 1-December 31. (Copping/Weschler, all in ACTION: To go into Executive Session (Schwartz/Copping, all in ACTION: To leave Executive Session (Copping/Welsh, all in ED 12 month plan & assessment of ends/priorities results Discussion of priorities results following Policy 1.0: ACTION:Motion to add a #4 to Ends/Priority Results, Policy 1.0, Members Have Knowledge and Skills for Sustainable Business Success: E. Members have information available to help members clients respect and value members content. (Close/Rocco, all in ACTION:Motion to add to Ends/Priority Results, Policy 1.0, Members Have Business Resources and Tools: B. Resources are made available to answer members legal questions. (Close/Owsley, all in ED 90 Day Specific Change Benchmarks Discussion about breaking the success benchmarks into 90 day blocks to better ensure achievement. Tom provided for discussion a breakdown of what he sees as specific benchmarks and metrics that would constitute reasonable achievement (i.e. success) if completed within the next 90 days. The board discussed these with the understanding that they will be approved via a vote following the board meeting. These benchmarks will be what the board uses in monitoring ED success at the next meeting. This process will be repeated every 90 days going forward. ACTION: To adjourn (Lee/Rocco, all in ASMP Board Meeting,June 3, 2016,Atlanta, GA The meeting was called to order at 8:30 AM Roll Call Present: Jenna Close, Luke Copping, Mark Green, Michael Hart, Stretch Ledford, Marianne Lee, Irene Owsley, Frank Rocco, Barry Schwartz, John Welsh, David Zentz. Michael Weschler ACTION:Motion to amend Policy to reflect years when no ex-officio is present. Policy amended to: Past Chair usually chairs the Nominating Committee, plus four additional committee members, at least three of whom are to be non-board members, nominated and voted upon by the Board each year at its Fall Board meeting. During years when no Past Chair is available, the committee will be chaired by a board member not currently up for reelection. This board member will be appointed by the Chair, all other committee members will be nominated by the appointed board member and voted upon by the Board each year at its Fall Board meeting.(close/copping, all in

5 ACTION:Motion to amend Policy to reflect that the Chapter Relations Committee will include the entire board and all board members will serve as chapter liaisons. (Schwartz/Copping, all in Policy amended to: All sitting board members, except ex-officio, will serve as liaisons. Board Chair will serve as committee chairperson. ACTION:Motion to amend Policy 2.6 to reflect that board members individual responsibilities will include liaison activities, and that the liaison will share chapter information with the national board. (Copping/Close, all in Policy 2.6 language added: 8. Liaison with Chapters: Board members will consistently communicate with their assigned chapters, offering support, advice, sharing relevant information from National, participating in chapter conversations online and attending local meetings whenever possible ACTIONS:Motion to approve: (A) $330,000 designated as a board reserve fund to be accessed by a majority vote of the board (Schwartz/Copping, all in, and (B) authorization of transfer of $60,000 from board reserve to capital fund per ED s request (Welsh/Green, all in ACTION: To go into Executive Session (Copping/Rocco, all in ACTION: To leave Executive Session (Copping/Close, all in Virtual website demo with Village Press, Jacie Carter & David Griffin The board received a first look at the designs and progress on the new website, Find A Photographer portal and newsletter template. LUNCH BREAK Life membership reinstatement discussion, Frank Rocco 1. Reinstate life membership for all pro (general) members who have been pro (general) members for at least 20 years and reach the age of Offer amnesty for those who have let their memberships lapse so that they can continue their membership and that their past membership counts toward the 20 year requirement. 3. Take proposals (on an individual basis) from chapter leaders for those who came close to meeting the requirements or those who met the requirements but never applied and have since let their membership lapse. 4. Eventually automate the process so that the eligible members automatically change category or at least get notified by ASMP. 5. Promote the Amnesty member drive throughout ASMP. 6. Amnesty will last for one year, after which it will be revisited at the June 2017 board meeting.

6 ACTION:Motion to approve reinstatement of Life Membership option for all Professional Members who have been members for at least 20 years and reach age 65. In addition, amnesty for Life Membership qualification is offered for those Professional Members who have let their membership lapse so that past membership counts toward the 20 year requirement.(rocco/weschler, all in Institutional membership discussion Discussion of proposal from Mike Ritter of ASMP New England that centers on getting students involved in ASMP by offering educational institutions an institutional membership. The board discussed how this proposal might jive with the current efforts centered on mentoring and student ambassadors. The board found that the pricing structure in the current proposal was not scalable. It was decided thatmore research was needed before further motions would take place. Board accountability plan It was suggested that the board be divided into pods with the goal of creating a constant flow of information, setting deadlines for committee work and to encourage valuable chapter liaison and committee efforts. ACTION:Motion to approve a board accountability plan for (Close/Rocco, all in ACTION: To adjourn (Copping/Zentz, all in