I.B.M. Ring 362
Dr. James William Elliott Ring
Bangor, Maine

Minutes of Executive Meeting
February 11, 2006

A meeting of the Board was held on February 11, 2006, in Bangor. In attendance were:

• President: Alan Drew
• Vice President: Wes Booth
• Secretary: Paul Szauter
• Treasurer: Randy Von Smith
• Sergeant-At-Arms: Geoffrey Miller

The agenda, circulated in advance, was:

Treasurer's Report. Randy reported that the Ring treasury has a total of $115, collected as $5 dues payments from 23 members. There have been no expenditures.

Status of Charter. Alan reported that the Charter would not be available for the March meeting. Because of Roger Miller's travel schedule, it is likely that the earliest opportunity for Charter Night will be in May or later. It might be necessary to hold the meeting on a weeknight to accommodate Roger Miller or another International Officer. Alan will make an effort to discover our Ring number before then, in order that we may incorporate, set up a web site, and create the final text for the Constitution, Bylaws, and Program and Policy Manual.

Constitution. Randy presented the a draft of the Constitution, which has been adapted from a standard template provided by the I.B.M., and checked against the Constitutions of three I.B.M. Rings that have their Constitutions online. Randy highlighted the Constitutional specification of a quorum: three or more members of the Board of Directors as a quorum of the Board, and 10% of the membership as a quorum of the members.

Bylaws. Randy presented a draft of the Bylaws, which have been adapted from a standard template provided by the I.B.M. He highlighted unique features of our Bylaws that differ from the template:

1. The language with respect to the fiduciary bond is "may" not "must," as the funds currently in the Ring treasury are rather small compared to the cost of a fiduciary bond.
2. The concept of a descriptive term applying to the Ring that changes annually is outlined in Article VIII, along with the basic rules for submitting and approving potential names.
3. The procedures for naming and endowing awards to be presented by the Ring are outlined in Article VIII.

Geoff presented proposed revisions to the Bylaws. Here is a summary of the discussion, including key proposed changes, and whether they were approved:

1. The I.B.M. offers Youth membership to persons as young as 10, not 12 (approved).
2. Grounds for suspension and expulsion were made more explicit: "violation of the Ring Constitution, Bylaws, or the I.B.M. Code of Ethics, or expulsion from the I.B.M." (approved).
3. The procedures for suspension or expulsion were reviewed for the benefit of the Board (no change).
4. The meeting date, set as the third Sunday of the month, should be removed from the Bylaws, and replaced with language that specifies a monthly meeting (approved).
5. The term "Audit," which has a specific legal meaning for a nonprofit organization, should be replaced with the term "Accounting Review" (approved).
6. The Bylaws specify that no officer shall make an expenditure for a public show or other purpose without submitting a budget to the Board or the Ring for approval. Geoff suggested that this language be changed to be the Board only. There was some discussion of the future possibility that an ineffective or divided board could block meaningful action on important matters if there is no provision for taking an event budget to the members. After some discussion, Geoff concurred, and the proposed change was not approved.
7. Various other corrections to grammar, spelling, and minor wording changes were proposed (approved).

Policy and Program Manual. Paul reviewed the Policy and Program Manual. This is also adapted in large part from a standard template provided by the I.B.M.

Key differences include:

1. Procedures for the Ring Name Raffle to choose a descriptive term applying to the Ring annually.
2. The provision that special endowments be created within the Ring, and the specification of the procedures separating funds in an endowment from the Ring's general fund.
3. Specification of the complete rules for the Ring's first contest, the Dr. James William Elliott Card Challenge, as an example for others to follow in creating contests funded by an endowment.

The Board decided that the Secretary shall revise the Constitution, Bylaws, and Policy and Program Manual to reflect approved changes, making changes to the Policy and Program Manual to bring it into agreement with the Constitution and Bylaws if necessary. The documents shall be submitted to the officers prior to dissemination to Ring members for approval.

Amendments and Ratification. Randy reviewed the methods and consequences of amending the three documents. The Constitution, which is filed with the State of Maine as part of our application as a not-for-profit organization, is difficult to amend, requiring a 3/4 majority vote of the members. If the Constitution is amended, the new one must also be filed with the State. Because of this, the Constitution speaks in the most general terms about the purpose of the Ring, who may become a member, how officers are chosen, and similar fundamental issues.

The Bylaws may be amended by a 2/3 majority vote of the members. In general, we hope that proposed amendments to the Bylaws are infrequent, if they occur at all.

The Policy and Program Manual is a dynamic document, revised at least once a year by the Vice President and Secretary to document new policies developed as a result of experience, or of votes by the members.

Ratification. The revised Constitution, Bylaws, and Policy and Program Manual will be presented to Ring members for ratification at the March meeting. It is vital that these documents have the full and unreserved endorsement of the Board prior to the meeting. A vote was held to determine if the documents (considering all the proposed revisions) had the support of the officers. The vote was unanimous in favor of ratification. It was further proposed that these documents be offered for ratification with no possibility of amendment prior to the vote (an "up or down" vote).

April Fool's Day Shows. The public shows on April 1 to compensate the Magic Café for use of their facilities for a year were discussed. Alan appointed Wes (Talent Coordination Subcommittee) as General Show Chair. Paul is the chair of the Publicity and Promotion Subcommittee, and Randy is the chair of the Stage and Theater Management Subcommittee. There was some discussion of the format of the shows, the specific performers, and of publicity ideas. The officers agreed to send a contract to Don Simpson to make sure that these shows went smoothly.

Lectures by Members. As the Ring will have no funds to pay outside lecturers for some time, Alan has proposed a lecturer from within the Ring. Dayton Salisbury is tentatively scheduled to lecture on humor at the July meeting.

Summer Fundraising Shows. Paul has been in contact with Michael Boland to explore the possibility of a Fourth of July show at the Criterion Theater in Bar Harbor. Michael has been receptive, but has not yet committed to the idea. Alan will explore the possibility of other suitable venues for Ring fundraising shows.

I.B.M. Youth Club. Alan has proposed that Youth Members meet one hour prior to the regular Ring meeting, and that their parents be present. Alan will continue to develop the Youth Program until there are a suitable number of members to make a formal meeting viable.

Restrictions of Member Performances at Meetings. Alan proposed that there be a limit of ten performers at any Ring meeting, and that performances be restricted to eight minutes in duration. After some discussion, the officers unanimously decided to take no action at this time, but to consider such restrictions if this becomes a problem in the future.

With no further business at hand, a motion was made to adjourn the meeting. The motion passed unanimously.

Here are the documents referenced in these minutes: