BOARD OF DIRECTORS’ VIRTUAL MEETING
Friday, January 29, 2010
2:00 – 5:00 p.m. Eastern Time
PARTICIPANTS
Present: James Kelly, President
Board of Directors’ Minutes Page 1
January 2010
Darrell Wheeler, Vice President
Nelrene Yellow Bird, Secretary
Diana Stroud, Treasurer
Christina Austin-Valere
Allison Blake
Diane Belinsky
Becky Fast
M. Vincentia Joseph
Esther Langston
Guadalupe Lara
Mary McCarthy
Linda Mockeridge
Joseph Monahan
Sharon Otagaki
Chanda Roberts White
Nelly Rojas Schwan
Robin Russel
Paula Taylor
Olga Velez Sarabia
Board of Directors’ Minutes Page 1
January 2010
Absent: Molly Holden
Staff: Elizabeth Clark, Executive Director
Board of Directors’ Minutes Page 1
January 2010
Robert Arnold
Anne Camper
Becky Corbett
Michael Evans
Elizabeth Hoffler
Rebecca Myers
Lisa Kingsley
Luisa Lopez
Sherri Morgan
Carolyn Polowy
Samuel Reed, Jr.
Doreta Richards
Emily Trevault
Tracy Whitaker
Gail Woods Waller
Board of Directors’ Minutes Page 1
January 2010
Guests: Sam Hickman, Chair, Council of Chapter Executive Directors
Debra Nelson-Gardell, Chair, Council of Chapter Presidents
Philip Lucas, Chair, Legal Defense Fund Board
Dr. Theresa J. Kaijage, Tanzanian Social Worker
BOARD OF DIRECTORS’ VIRTUAL MEETING
Friday, January 29, 2010
2:00 – 5:00 p.m. Eastern Time
DRAFT SUMMARY OF ACTIONS/MINUTES
CALL TO ORDER
The NASW Board of Directors’ meeting was called to order at 2:00 p.m. eastern time by President James Kelly.
AGENDA
The meeting agenda was reviewed and accepted by consensus vote.
M/S/Carried
To accept the general and consent agendae as presented.
Comment: Minutes of the October 2009 Board of Directors’ meeting were approved on the consent agenda.
PRESIDENT’S REPORT
President James Kelly spoke briefly about his recent trip to Tanzania, sponsored through external funding provided to the NASW Foundation. The mission was for an intellectual exchange with social work professionals in Tanzania in a three-day strategic planning session geared towards revitalizing their professional association. President Kelly mentioned that he made valuable contacts during his visit. He introduced Dr. Theresa Kaijage, a member of the Tanzanian social work cadre who was visiting in the United States.
EXECUTIVE DIRECTOR’S REPORT
In addition to a written report that highlighted program activities undertaken by the national office staff for the first quarter, Executive Director, Dr. Elizabeth Clark, also gave a brief report on the 2010 Social Work Congress noting that invitations were mailed with a registration deadline of February 12. The Chairs of the Councils of Chapter Presidents and Executive Directors were asked to remind their colleagues about the deadline for registering for the Congress. It was emphasized that invitations are non-transferable.
FINANCIAL REPORT
The Treasurer and chair of the Audit Committee, Diana Stroud, presented the final audit for NASW and its affiliates (ASI, NASW Foundation, Legal Defense Fund and PACE,) for fiscal year ending June 30, 2009. The audit was completed successfully in conformity with accounting principles generally accepted in the United States and was a “clean” audit.
The Treasurer also presented the pre-audited financial statements for the period ending December 31, 2009, after which, the Board made the following motions:
M/S/Carried
(Wheeler/Stroud)
To approve the Audit Report for fiscal year ending June 30, 2009.
M/S/Carried
(Stroud/ )
To receive the financial report for the period ending December 31, 2009 as presented.
Comment: As of December 31, 2009, NASW’s total asset position was $14.7 million. Overall, assets have increased by $2.2 million from the same time last year. This variance is primarily due to the increase in the value of investments as a result of the recovery of the financial markets. Overall, the total of our investments has increased by $2.7 million from our position in December 2008.
Liabilities and deferred revenue increased by $2.3 million from the same period last year. This increase is primarily due to pension liabilities.
The New York City Chapter’s request for consideration of a dues increase was discussed. Historical data show that when there is a dues increase, there is a decline in membership of approximately 10 percent. Dr. Clark said that she realized that chapters are hurting financially, however, a dues increase now would seem insensitive to members, many of whom are experiencing economic challenges at this time. On that basis, an increase in member dues was not recommended.
Budget Parameters for FY 2010-11
The parameters for FY 2010-11 program and budget planning cycle were presented by Executive Director, Dr. Betsy Clark and approved by the Board.
M/S/Carried
(Monahan/Otagaki)
To accept the parameters for fiscal year 2010-11 program and budget plan.
Comment: The approved parameters provide the framework for the program agenda for 2010-11. The agenda includes but is not limited to: supporting activities that improve chapter viability; continued funding for a successful Social Work Reinvestment Initiative; expansion of non-dues products and services to members and non-members; and meeting the commitments for the Defined Benefit and Defined Contribution plans.
BYLAWS COMMITTEE REPORT
Dr. Mary McCarthy, Bylaws Committee chairperson, presented the committee’s recommendations for amending Article III – Membership, Article XV – Amendments to Bylaws, and Article XV I – Dues and Other Income. The Board, which now has authority for amending portions of the Bylaws, approved a process for doing so at its October 2009 meeting. The proposed amendments are the first to be reviewed through this new process.
The Board accepted these proposed amendments for posting during a 90-day member comment period. Final actions on these amendments will be taken at the June 2010 Board meeting.
Article III – Membership
GD. Termination of Membership
The Board of Directors has the authority to establish reasons for termination of membership and the procedures for taking such action, which will be made available to the membership. A member who is not in arrears in payment of dues may resign from membership at any time by submitting a resignation in writing to the national office of the association. A member who is in arrears for three one months in payment of dues, during which time at least onetwo notices in writing hasve been mailed to the last address of the member on the membership roster shall be dropped from membership, written notice of which action shall be sent to the last address of the member so dropped. A member whose dues are in arrears shall not be eligible to exercise the privileges of membership. until payment of dues is brought to date. Any other reasons for termination of membership and procedures by which this may be done shall be established by the Board of Directors and made available to the membership.
HE. Reinstatement of Membership
Provision shall be made by the Board of Directors of the association for an equitable policy of reinstatement of members in the association, taking due account of the membership standards of the association and the professional obligations of the members.
IF. Reduced Dues Rate
A reduction in dues below the full regular member rate shall be granted to members of any group defined by the Board of Directors as entitled to a reduction in dues. The dues rates for members of such groups shall be approved by the Board.
A reduction in dues below the full regular member rates to the percentage amount stated shall be granted to members who
1. have passed their 65th birthday and have maintained membership in NASW and in a predecessor organization for 25 years continuously and without interruption, or who were charter members of a predecessor organization and maintained membership in that organization continuously and maintained membership in NASW continuously from the date of its founding to the date on which they reached their 65th birthday (30 percent of regular full rate).
2. are not employed (30 percent of regular full rate)
3. qualify for student membership under Article III.D (25 percent of regular full rate)
4. have fulfilled the requirements of associate membership in the association under Article III.C (80 percent of regular full rate)
5. are members of any other group defined by the Board of Directors as entitled to a reduction in dues. [The dues rate for members of such groups shall be determined by the Board as a percentage of the regular full rate.]
6. are former student members who maintain continuous membership during the first two years after graduation (50 percent of regular full rate).
Support Statement
The authority to adopt reduced dues categories rests with the Board of Directors. The modified section on Reduced Dues Rates, confirms that authority and the Board’s authority to establish reduced dues categories of membership. In addition, the amendment makes it clear that the Board shall establish the specific rates of the reduced dues for the categories recognized by the Board for reduced dues, rather than setting out the reduced dues rates in the Bylaws. The decision to establish reduced dues categories and the corresponding rates will no longer require a modification of the Bylaws. The proposed amendment also clarifies that the Board has the authority to establish the reasons for termination of membership and the procedures to be utilized for such action. In regard to termination of membership for non-payment of dues, the requirement of two notices of dues arrearages is reduced to one required notice. It is made clear that the member whose dues are in arrears does not have the right to exercise membership privileges.
ArticleXV
Bylaws amendments related to Delegate Assembly, and the NASW national/chapter dues allocation shall be adopted by a majority roll call vote of the Delegate Assembly, provided that the proposed amendments have been submitted pursuant to Article IV.B.3.
All other Amendments to the Bylaws shall be adopted by a majority vote of the Board of Directors in attendance at a regularly scheduled meeting provided that such Bylaws amendments have been published and distributed to members and chapters at least 90 calendar days prior to meeting.
The Board of Directors, with a two-thirds vote, may determine the need for an emergency Bylaws amendment. Such amendment shall be adopted by a majority vote of the Board of Directors in attendance at a properly scheduled meeting provided that the amendment has been published and distributed to members and chapters at least 30 calendar days prior to the meeting.
Bylaws amendments related to Delegate Assembly, and the NASW national/chapter dues allocation shall be adopted by a majority roll call vote of the Delegate Assembly, provided that the proposed amendments have been submitted pursuant to Article IV.B.3.
Support Statement
The last sentence has been moved to the first sentence because the second sentence more logically follows from it.
A procedure for the adoption of an emergency change in the Bylaws is appropriate to include in the Bylaws in order to permit a more expedited process for Bylaws revisions in the event of a true emergency. The definition of emergency is not included in this proposal in order to permit a flexible interpretation on the part of the Board in administering the affairs of the Association. This comports with the Board’s desire to have an emergency amendment of the Bylaws addressed in the Bylaws, not simply in the Bylaws procedures.
Article XVI – Dues and Other Income
A. The Board of Directors shall establish annual dues for members of the association Effective July 1,2008, annual dues for regular members of the association became $190,of which50 percent is retained by the National Office and 50 percent shall be rebated to the Chapter. The Board of Directors may set dues for full regular members at an annualized rate below $190 for the purpose of creating alternative dues payments for membership recruitment and retention programs.
B. Dues for associate members of the association shall be 80 percent of the regular rate, to be allocated by the same formula as for regular members.
C. Dues for student members of the association shall be 25 percent of the regular rate, to be allocated by the same formula as for regular members.
D. Reduced rates as specified in Article III.I shall be allocated according to the same formula as above.
EB. Three percent of each member’s dues shall be allocated to the Chapter Development Fund to be used by chapters with 1,000 or fewer regular members (in accordance with guidelines set by the national Board of Directors) for the purpose of staffing small chapters, funding competitive grants and providing other supports as deemed necessary by the national Board. Ten percent of the amount so allocated shall be designated as a National Office charge for administration of the Chapter Development Fund.
The formula allocating a percentage of each member’s dues to the National Office and a percentage rebated to chapters shall be applied after the Chapter Development Fund allocation has been made.
FC. When the Board of Directors determines that a chapter is in violation of these bylaws or fails to meet affirmative action/diversity goals as established by the Board of Directors, the Board may order that rebates be withheld effective no earlier than the Board meeting at which such action is taken. Withheld funds shall be placed in an escrow account in the Chapter Development Fund for distribution to other chapters. Ultimately, the Board may decide that the chapter from which rebates are withheld forgoes any further claim to these funds.
When the Board judges that the chapter is again in compliance, it will order the resumption of payment of rebates.
G. The base annual dues rate established in section A of this article may be adjusted to reflect changes in the cost of living. Such adjustment may be made by the Board of Directors in an amount up to, but not exceeding, the percentage change in the Consumer Price Index, but in no case shall this adjustment exceed 4 percent. Such action requires an affirmative vote by at least two thirds of the Board membership.
HD. The association may receive income from other sources, including grants for special purposes.
Support Statement
Article XVI as amended is consistent with the proposed changes in Article III (in particular the Classes of Membership and Reduced Dues Rate sections).
· It removes specific dollar and percentage amounts, and permits the Board to set the dues rates without direction for the specific amounts in the Bylaws.