ART LIBRARIES SOCIETY OF NORTH AMERICA
EXECUTIVE BOARD CONFERENCE CALL
NOVEMBER 6, 1997 1:00 PM (Eastern)
MINUTES
1. CALL TO ORDER
Present: Roger Lawson, President; Mary Graham, Vice-President; Jack Robertson, Past President; Jeanne Brown, Secretary; Ross Day, Treasurer; Cheryl Siegel, Canadian Representative; Jane Carlin, Midwest Regional Representative; Margaret Webster, Northeast Regional Representative; Lee Sorensen, South Regional Representative; Deborah Barlow Smedstad, West Regional Representative; and Penney De Pas, Executive Director.
President Roger Lawson called the scheduled conference call of the Executive Board of the Art Libraries Society of North America (ARLIS/NA) to order at 1:00 p.m. (Eastern)
Executive Board (EB) members were directed to three documents for the purposes of discussion: a) November 4, 1997, letter from attorney John Hazard regarding "Meetings of the ARLIS/NA Executive Board" (Exhibit I); b) an email from David Bender, executive director of the Special Libraries Association dated November 4, 1997, to De Pas (Exhibit II); and c) Policy C-19 (Executive Board--Email Motions Guidelines) as adopted on 12/10/96 with proposed revisions by Secretary Jeanne Brown.
2. Statement of the Problem
Lawson explained that he had called this conference call meeting of the EB to discuss the matter of the legality of the ARLIS/NA EB contducting board business by email. He noted that the Society must conduct its business according to the laws of the District of Columbia in which it is incorporated in order to maintain its legality and minimize its potential liability. Lawson had sought the legal opinion of its attorney, John Hazard, who indicated that current DC law requires that board business be conducted at a meeting during which all board members present can hear the others which is not possible via email. As such, a telephone meeting is the only alternative to in-person meetings unless all board members sign a consent form agreeing to action in lieu of an in-person meeting.
De Pas had also inquired of the Association of Research Libraries (ARL) and the Special Libraries Association (SLA) to ask how they handle such email business. She only received a response from David Bender indicating that SLA is incorporated in New York and including a new SLA bylaws provision allowing for electronic voting when all board members have consented to using electronic means to vote.
3. Review of existing Society bylaws and DC regulations governing board business
A review of the ARLIS/NA bylaws revealed that they do not address the issue under discussion. Questions were raised about the logistics of adhering to the regulations, such as: If the board action was written down and verified by the board--would this suffice? What is the timing necessary between the action taken and consent by the board?
4. Procedures for meeting the requirements, including assignment of responsibilities and deadlines
The EB discussed various procedures for adhering to the regulations. Consensus was that:
a) Any email motions that garnered out-of-the-ordinary discussion or dissension should be tabled to an in-person or telephone meeting;
b) The President needs to monitor the discussion to assure conformity with a) above;
c) Two categories of confirmation will be necessary: first, confirmation that the message with the motion is received (for purposes of establishing a quorum), then agreement that this is something that can take place on email.;
d) The President cannot set discussion and voting deadlines until the motion is confirmed by a majority of board members to the Secretary, then President sets voting date.
Action: Brown will need to update current policy C-19 that allows for discussion concurrent with voting (Section 7). Current policy allows for 7 calendar days for discussion and 3 additional days for voting. The suggestion is to make voting and discussion mutually exclusive consecutive actions.
e) Once a motion has been made, seconded, and the quorum noted, the President issues a discussion deadline (7 days hence) and voting deadline (14 days hence).
f) Once voting has taken place, the Secretary will report the results of voting, repeating the motion, and adding a place for board member's signature. These forms will have a uniform subject heading (e.g., “Motion #: Consent”).
g) Board members are to print out and sign the consent form, mailing it to the Secretary who will keep track of who reports in a log. De Pas confirmed that the consent form may not be faxed because an original signature needed.
Action: Brown will post to BOARD-L a list of email motions passed since August 2, 1997, for consent. She will draft the consent form. Action: Each EB member will print out his/her own consent form and mail to the Secretary after signing.
5. REFINEMENTS TO POLICY C-19
The consensus was that
a) An EB member must introduce a topic for discussion first. Since there is no meeting agenda per se (as opposed to in-person meetings), the topic/issue must be introduced first with the notice that it requires board action. Then the President needs to acknowledge that a topic/issue has been raised before a motion can be made. The President should discuss the issue with the principal mover (via phone or private email) .
b) The President can then entertain a motion on the topic/issue, prefacing it with “If there is no objection,...” Once a quorum has been established and no objections raised to handling the issue via email then the issue can be discussed on email and put to a vote.
In some cases, email discussion results in amendments to the motion. The guidelines need to include some provision for restatement of the motion language, both for voting purposes and in the case of amendments.
The email business confirmation procedures were reiterated: 1) Motion, 2) Second, 3) Confirmation of Motion received, 4) Secretary emails President that confirmations have been received from a quorum of five (5) voting members of the Executive Board, then 5) President sets date for discussion and voting.
The question whether it is disconcerting to have more than one motion on the electronic table at one time was raised. The consensus was that, due to the length of time between discussion and voting, it was necessary to keep the subject lines clear. All discussion on the same motion number should have the same subject line, for example:
“Motion 36: IFLA Rep Job Description” “Confirmation” should be on subject line.
[Motion # first, subject//Motion #, subject-Confirm//]
The Secretary would be responsible for establishing subject lines for consent, for confirmation, the finalized wording for the motion, and for voting to commence.
6. USE OF CONFERENCE CALLS
The EB discussed when conference calls were deemed appropriate. Since there can be a real range of discussion about an issue on email, the question was raised "What would trigger tabling a motion?" What is viable for email action? It was noted that conference calls were acceptable for board action under DC law and, ideally, should be used in case of motions being tabled from email or when an objection to email discussion has been raised.
The EB discussed the difference between motions to postpone and motions to table according to Robert’s Rules. The individual who tables a motion must bring it back to the table; in some cases, that individual may have left the board.
7. Need for conforming bylaws amendments
The EB reviewed Articles IV, Meetings, and VIII (Section 5, Definition of a quorum) of the bylaws. The consensus was that the bylaws do not need to be amended at this time.
8. Other business
8A. Approval of Washington, DC, Midyear Meeting Minutes
Action: EB members will review draft #2 and respond to De Pas with all remaining changes by November 13.
8B. Executive Board Handbook
The User name and password for the EB web site was shared.
8C. Art Documentation Editorial Honoraria
Action: Day will rescind his motion and start over again to summarize his discussion with Lawson on the topic of the honoraria for Art Doc editors.
8D. IFLA Representative Job Description: Email Motion #36
Lawson announced that discussion deadline for the IFLA Representative job description is November 12.
8E. Room Reservations for Philadelphia Conference
Action: EB members are to make their own room reservations for the conference.
8F. Bylaws Amendments/Affiliation Ballots
8F1. Invalid Ballots
The EB confirmed that unsigned ballots are invalid. Action: Brown will count valid ballots received thus far and provide EB with an interim report on results.
8F2. Potential Canadian Postal Strike
A Canadian postal strike has been threatened for mid-November. Siegel will post to CARLIS-L the suggestion that Canadian members return their election ballots immediately. Since the EB election postcards are critical due to the November 21 deadline, Siegel asked the EB to keep in mind the possibility for extending the deadline for those postcards with Canadian stamps affixed. Action: Siegel to send message to CARLIS-L.
8G. Executive Board Travel Advance Policy
Day reminded EB members of the policy concerning their travel advances: the advances distributed in October are for expenses incurred between October 1, 1997, to March 31, 1998, with expense reports due to HQ by March 31, 1998. Additional advances will not be distributed until the first advance is accounted for with an expense report and/or reimbursement of funds to ARLIS/NA.
9. ADJOURNMENT
There was no further business. Motion #1: The conference call was adjourned at 2:20 p.m. (Eastern)
Penney De Pas, CAE
Executive Director
for
Jeanne Brown
Secretary