Minutes of Special Meeting Re CALDA’s Bylaws Revisions

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December 12, 2005 (continuation of November 12, 2005)

6:45 pm - 9:50 pm

 

Officers Present:

X Carol Ludlow, President

X Annette Gomez, Secretary

X Betty Cole, Treasurer

 

Directors Present:

X Sandy McCarthy, Past President, Nominations & Elections

X Debbie Driver, Newsletter Chair

X Robin Wilson, Education Chair

X Nancy Newlin, Conference Chair

X Connie Crocket, Fundraising Chair

X Moira Boyle, Public Relations Chair

X Jeanne Wierson, Professional Standards Chair

X Marcel Neuman, Technology Chair

    Legislation Chair, Position vacant

 

Others Present:

X Andrew Voller

 

6:45 pm. Called to order by Carol Ludlow. The meeting was turned over to Connie Crockett. In order to make sure that we do things correctly, Connie moved that the motion adopted at the December 5, 2005 CALDA board meeting regarding paying Sandy McCarthy $500.00 per month for one year to update and create brochures for CLADA be rescinded in its entirety. Moira seconded the motion. There were no comments as it was clear that a more detailed motion would be made. There were 7 in favor, Robin W was not in favor and the motion to rescind the previous vote was carried.

 

Moira motioned to table the vote for the revisions and updates for the brochures until January 21, 2006. Jeanne seconded the motion. There was discussion regarding the need to get started before Sandy leaves on her January 19 - April 2 vacation, the need to specify beginning and ending dates for the contract period, which brochures are being worked on, the need to meet our fiduciary duty to the members, the idea to include a termination clause, and having a probate brochure. The vote was taken by roll call. Betty, Debbie, Annette, Robin and Connie voted no. Nancy, Marcel, Moira and Carol were in favor. The motion to table was not carried.

 

Connie motioned that 1) that we pay Sandy for services rendered from 12/5/2005 to date; 2) that we ask Sandy to perform 40-50 hours of additional brochure work between the present time and the time she leaves (with a more specific but limited contract), and 3) that prior to her departure, she submit a bid in detailed contract form to perform updating services and create new brochures and questionnaires for CALDA to be paid at the rate of $500 per month to be reviewed and determined prior to her return on 4/19/06. Debbie seconded the motion. After a brief discussion and Sandy’s suggestion that the project be presented on an annual basis with payment made as work is done and that the board put together a contract, the motion was amended twice to say: 1) that we pay Sandy for services rendered from 12/5/05 to date; 2) that we ask Sandy to perform 40-50 hours of additional brochure work between now and the time she leaves (with a more specific but limited contract to be approved by CALDA), and 3) that prior to her departure, CALDA will draw up a detailed contract for review by Sandy McCarthy to perform updating services and create new brochures and questionnaires for CALDA to be paid at the rate of $500 per month to determined upon her return on or after 4/19/06. Moira abstained and everyone else was in agreement. The motion was carried.

 

The floor was turned over to Connie again to continue our discussion about bylaw revisions. We had previously left off at Article VIII, Section 17 which was to clarify that "special" meetings are not the same as "regular meetings" and will therefore not count if missed by a board member. The next item was regarding Section 18 which changed the language to say that vacancies on the board may be filled by the President’s appointment and a majority vote approval by the board. The appointed member to serve until the next annual election. All were in favor.

Meeting adjourned at 9:50 p.m.

 

TO DO:

Sandy to start on the project.