NAI Special Board Meeting
August 3, 2007 11 AM EDT Via Phone
Board Members Present:
Evie Kirkwood: President
Vern Fish: Vice-President Administration
Donna Richardson: Vice-President Programs
Bruce Stebbins: Treasurer
Lynn Youngblood: Secretary
K.C. DenDooven
Kelly Farrell
Rachel Larimore
Karen LaMere
John Luzader
Tom Mullin
Ginger Murphy
Roger Riolo
Staff Present:
Lisa Brochu: Associate Director
Beth Bartholomew
Paul Caputo
Russ Dickerson
Trisha Koppert
Jamie King
Tara Tanner
Deb Tewell
Statement by Evie: According to the By-laws to hold this special meeting we had to have 100% written consent from the Board, which we received. Lynn confirmed 100% written consent was received. A quorum must be maintained for this meeting. Lynn confirmed we have a quorum. The bylaws also state that the request for meeting consent must include the purpose of the meeting, which it did. The purpose of this special meeting was for the Board of Directors of NAI to officially accept the resignation letter of Executive Director, Tim Merriman, and to authorize Pres. Evie Kirkwood to set up the process to negotiate conditions for the resignation, set up a search committee and interim structure .
Motion 1) I move that NAI President, EvieKirkwood be authorized to appoint a mediation task force, a mediator, and establish a schedule for mediations between NAI and Tim Merriman (and Lisa Brochu) to be held and completed.
Bruce Stebbins
Seconded by: Roger Riolo
Friendly amendment: I move that NAI President, EvieKirkwood be authorized to appoint a mediation task force, a mediator, and establish a schedule for mediations between NAI and Tim Merriman (and Lisa Brochu) to be held and completed prior to which time neither party will alter the status of the current resignation letters.
Ginger Murphy
Bruce Approved Friendly Amendment
Roger Approved Friendly Amendment
AYE: 7 NAY: 5 ASTAIN: PASS: X FAIL:
Vern Fish: Nay
Donna Richardson: Aye
Bruce Stebbins: Aye
Lynn Youngblood: Aye
K.C. DenDooven: Nay
Kelly Farrell: Aye
Rachel Larimore: Nay
Karen Lamere: Aye
John Luzader: Nay
Tom Mullin: Nay
Ginger Murphy: Aye
Roger Riolo: Aye
Motion 2) I move that the Board of Directors recognize that Lisa Brochu resigned her position as Associate Director with a letter to Tim Merriman on July 17, 2007, and that the board accept the resignation of Tim Merriman in accordance with terms and conditions to be negotiated.
I move we table this scheduled motion until such time that mediation has taken place.
John Luzader
Seconded by: Donna Richardson
Vern Fish: Aye
Donna Richardson: Aye
Bruce Stebbins: Aye
Lynn Youngblood: Aye
K.C. DenDooven: Nay
Kelly Farrell: Aye
Rachel Larimore: Aye
Karen Lamere: Aye
John Luzader: Aye
Tom Mullin: Abstain
Ginger Murphy: Aye
Roger Riolo: Aye
AYE: 10 NAY: 1 ABSTAIN: 1 PASS: X FAIL:
Motion 3) I move that NAI President, Evie Kirkwood, be authorized to proceed with the coordination of negotiations for the conditions of resignation, the search process, and interim managementstructure including but not limited to appointing task forces and retaining legal counsel as deemed necessary as a cost not to exceed $40,000.
Motion withdrawn.
Rachel Larimore
Seconded by: Donna Richardson
AYE: NAY: ASTAIN: PASS: FAIL:
Move to adjourn.
Tom Mullin
Second: John Luzader
AYE: 12 NAY: ASTAIN: PASS: U FAIL:
The meeting ended at 12:35am EDT.
Respectfully submitted by:
Lynn Youngblood, Secretary
NOTES from discussion:
Ø The letter was sent to Tim to hope to resolve issues brought to his attention previously. Resolution was requested, not resignation.
Ø Agree that neither party would agree to alter the terms of the resignation letter until the mediation is complete.
Ø A mediation strategy can be lengthy and expensive and in the end you don’t usually get different results.
Ø A question for Tim is he willing to look at the 3 questions put before him. Lisa spoke for Tim (who was not present on the call). She stated that the resignation came because the letter stated the relationship was unacceptable. They felt they had no choice.
Ø An approved statement regarding the updated situation will be drafted by staff and approved by Evie to distribute to the Board and membership, as necessary.
Ø Several Board members discussed how confidentiality constitutes protection for employees, and for the organization, and in no means is to be taken as “secret meetings.” The board is entitled to executive sessions and to discuss issues, without staff present.
Ø Regular NAI business between Tim/Lisa, and the Board shall continue business as usual.
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