National Middle School Association

Board of Trustees Meeting Minutes

National Middle School Association (NMSA)

June 18 – 20, 2010

Columbus, Ohio

Friday, June 18, 2010 –Day 1/3

NMSA President Cathie Thibodeau called the meeting to order at 6:00 pm. The President welcomed Dr. Drew Allbritten and the two newly appointed board members, Reggie Jackson and Tariq Akmal.

President Elect Joan Jarrett, led a roll call of board members. Attending were 15 Trustees: Tariq Akmal, Jan Burgess, Carole Carlson, Carol Deets, Vicki Denmark, Reggie Jackson, Joan Jarrett, Jeff La Roux, Kathleen McCaffrey, Mike Muir, Nancy Poliseno, Lynn Scearcy, Ashley Smith, Cathy Thibodeau and Ed Vittardi. There were three absences: Janet Griffith (excused), Dave Puckett(unexcused) and Janet Vernon (unexcused). A quorum was present and the meeting continued.

NMSA Staff attending were Al Summers and April Tibbles. Guests attending were Drew Allbritten, Bruce Bailey, Pam Kuntz and Pete Lorain.

Without objection, the President appointed Pam Kuntz as the Acting Secretary.

Motion 1. Trustee Deets moved to approve the minutes (as revised) of the January 2010 Board Meeting, and Trustee Carlson seconded the motion. The motion passed (Yea-15, Nay-0, Abstain-0, Absent-3).

Motion 2. Trustee Scearcy moved to accept the June Board of Trustees meeting agenda, and Trustee Deets seconded the motion. The motion passed (Yea-15, Nay-0, Abstain-0, Absent-3).

Without objection, President Thibodeau read into the meeting Minutes the following threemotions passed prior to thisJune Board of Trustees meeting:

The Board of Trustees unanimously accepted the contract of Dr. Drew Allbritten as the NMSA Executive Director effective July 1, 2010.

The Board of Trustees unanimously accepted the appointments of Reggie Jackson as Trustee of Diverse Cultures and Tariq Akmal as West Region Trustee.

The Executive Council approved the allocation of $5000 for the Foundation’s Legacy Project.

Staff Reports. President Thibodeau asked for Staff Report summary presentations.

Al Summers, Director of Conferences and Events, presented a report to the board. Discussion topics were: (1) 2010 Annual Conference & Exhibit in Baltimore, MD; (2) 2010 Leadership Institutes; (3) Ohio Department of Education Vendor Fair for schools receiving Race to the Top funds; and (4) 2012 Annual Conference & Exhibit in Louisville, KY.

April Tibbles, Director of Publications, presented a report to the board. Topics of discussion were: (1) This I Believe flier andThis We Believe Study Guide; (2) Editors’ meeting; (3) Dr. Karen Swanson, new editor of RIMLE Online; (4) recent Member Survey; and (5) the NMSA online store.

The President presented the recommendations of the Affiliate Task Force. Chris Toy will present the final report at the September 2010 Board meeting.

The President discussed adding anotherBoard meeting at the annual conference to the calendar. Without objection, the Trustees approved having an additional Board of Trustees meeting in Baltimore immediately following the conference.

Without objection, the President recessed the meeting at 9:05 pm until 8:30 amon Saturday, June 19th.

Saturday, June 19, 2010 – Day 2/3

President Thibodeau reconvened the Board at 8:35 am. President-Elect Jarrett called the role. Attending were all 18 Trustees: Tariq Akmal, Jan Burgess, Carole Carlson, Carol Deets, Vicki Denmark, Janet Griffith, Reggie Jackson, Joan Jarrett, Jeff La Roux, Kathleen McCaffrey, Mike Muir, Nancy Poliseno, Dave Puckett, Lynn Scearcy, Ashley Smith, Cathy Thibodeau, Ed Vittardi and Janet Vernon. A quorum was present and the meeting continued.

Guests were: Dr. Drew Allbritten, Bruce Bailey, Pam Kuntz and Pete Lorain. No NMSA staff were in attendance.

Officer Reports. President Thibodeau presented her report including topics of (1) advocacy and public policy; (2) Sheridan Group contract; (3) efforts of Sue Swaim; (4) recognition of Susan Frost; (5) Task Force 2010; (6) Foundation Handbook; and (7) Legacy Project. The President commended Task Force 2010 Chair, Pete Lorain, and his Committee for their efforts.

Motion 3. Trustee Vittardi moved that Susan Frost be recognized for her service to middle school education with an Impact Award, and Trustee Deets seconded the motion. The motion passed unanimously.

Motion 4. Trustee Burgess moved the Board recommend an Association name change to the NMSA membership, and Trustee Deets seconded the motion. The motion passed unanimously.

Following a lengthy discussion of potential names, timelines, and other related issues, the President entertained a motion to rename the Association.

Motion 5. Trustee Muir moved, that in recognition of the visionary work of Task Force 2010, the Board recommend to the NMSA membership that the Association be re-named the ‘Association for Middle Level Education’ (AMLE), and Trustee Vittardi seconded the motion. A roll call vote was taken, and the motion passed (Yea-16, Nay-1, Abstain-1, Absent-0).

Roll Call Vote 1:

Tariq Akmal=YJanet Griffith=YMike Muir=Y

Jan Burgess=YReggie Jackson=YNancy Poliseno=Y

Carole Carlson=YJoan Jarrett=YDave Puckett=Y

Carol Deets=YJeff La Roux=NLynn Scearcy=Y

Vicki Denmark=YKathleen McCaffrey=AAshley Smith=Y

Cathy Thibodeau=YEd Vittardi-YJanet Vernon=Y

There was further discussion on the timeline to bring the recommendation to the membership.

Motion 6. Trustee Muir moved the recommended name change be included on the August 2010 President-Elect re-vote ballot, and Trustee Puckett seconded the motion. The motion passed unanimously.

The President brought to the Board was a request from the NMSA Foundation Fund Committee to approve its 2010 Handbook. The Executive Council recommended Joan Jarrett to take the lead and work with Ross Burkhardt, chair of the Foundation Committee, to insure the handbook is aligned with the NMSA constitution and policies by the September Board meeting.

Motion 7. Trustee Scearcy moved the Foundation’s request be tabled until there has been an opportunity to work with the Foundation Fund Committee designees on the Handbook contents and language, and Trustee Poliseno seconded the motion. The motion passed unanimously.

The Foundation Fund Committee has also requested the NMSA Board allocate $5000.00 of its existing Foundation funds to develop their Legacy Project. The Executive Council approved the Foundation request. Since the Foundation does not have the fund balance level needed by policy to properly fund the Legacy Project, NMSA will allocate the $5000.00 to be repaid by the Foundation once they acquire that amount. Without objection, the Board concurred with this operational approach.

President-Elect Jarrett, serving as Chair of the Distinguished Educator Award Committee, presented to the Board the Committee’s recommendation, Yvonne Rambo of Indianapolis, IN.

Motion 8. Trustee Smith moved the Board accept the recommendation of the Distinguished Educator Award Committee,Yvonne Rambo; and Trustee Vernon seconded the motion. The motion passed unanimously.

Without objection, the President recessed the meeting for lunch at 12:10 pm. Following lunch, the President reconvened the meeting at 1:10 pm. A quorum was present, and the meeting continued.

Committee Reports.

Chairperson Burgess, presented the Policy Committee report. The President acknowledged the Chairperson for her work. The President also indicated that staff will be assigned to work directly with the Policy Committee.

Motion 9. Trustee Burgess moved to add the Finance Advisory Committee to ‘Standing Committee’ status, and Trustee Smith seconded the motion. The motion passed unanimously.

Following discussion on what the actual title of the new standing committee should be, and to better comply with IRS compliance issues, it was recommended the new standing committee be named the Finance and Audit Committee.

Motion 10. Trustee Burgess moved that the Finance Advisory Committee become the Finance and Audit Committee effective immediately, and Trustee Smith seconded the motion. The motion passed unanimously.

Trustee Vittardi presented the Finance and Audit Committee report. Discussion topics included: investment policy development and the budget process. President Thibodeau thanked the committee for their work.

President Thibodeau then opened a discussion on Board Representation issues. The President appointed Trustee Vittardi to chair a committee to study the representation of the board and asked him to notify President-Elect Jarrett when ready to present the committee’s findings to the Board at its next meeting in September.

Motion 11. Trustee Burgess moved that the Board enter into executive session, and Trustee Smith seconded the motion. The motion passed.

The executive session began at 1:35 pm, and ended 2:10 pm.

Motion 12. Trustee Vernon moved the Board exit from executive session, and Trustee Carlson seconded the motion. The motion passed.

Motion 13. Trustee Poliseno moved to accept the balanced budgetas revised for FY 2010-2011, and TrusteeCarlson seconded the motion. The motion passed unanimously.

Motion 14. Trustee Scearcy moved, based on the financial health of the Association, to revoke and rescind the Employee Bonus Plan effective immediately, and Trustee Muir seconded the motion. The motion passed unanimously.

Motion 15. Trustee Smith moved to table the Investment Policy until the September 2010 Board Meeting, and Trustee Carlson seconded the motion. The motion passed unanimously.

Middle Grades Assessment. Through a conference call, Santo Pino and Linda Hopping joined the Board to discuss the Middle Grades Assessment toolkit. Discussion topics included: (1) the effectiveness of the current and previous Middle Grades Assessment tools, (2) the need for curriculum analysis and development, (3) additional cadre training, and (4) a revised contract with Gains. The President thanked Pino and Hopping for their work, and the conference call ended. The Board continued to discuss the assessment tool.

Motion 16. Trustee Vernon moved the Board enter into executive session, and Trustee La Roux seconded the motion. The motion passed.

The executive session began 3:15 pm and ended 3:30pm.

Motion 17. Trustee Vernon moved the Board exit from executive session, and Trustee Carlson seconded the motion. The motion passed.

Trustee Vernon, chair of the Election Committee, presented the following recommendation from the committee based upon conversations with NMSA staff, legal counsel and President Thibodeau.

The Election Committee recommends re-voting the President-Elect position, and the re-vote dates would be August 25-September 15, 2010.A brief re-vote awareness letter should be prepared and sent to members prior to the ballot being sent.The election company should send out a brief statement with the ballot.The re-vote protocol should be:

No formal campaigning;
No expending of funds;
Letters that have been submitted will be posted on the NMSA website; and
All notification and information regarding the re-vote election will come from NMSA headquarters.

The President-Elect candidates will be Nancy Poliseno and Randy Jensen. Once the election results are tabulated, they will be prepared for Trustee review prior to the September Board meeting.

Motion 18. Trustee Muir moved to accept the Election Committee proposal as presented by its Chair, and Trustee Puckett seconded the motion. The motion passed unanimously.

Chairperson Vernon then presented the uncontested results of the 2010 Election:

South Region Trustee: Ashley Smith;
North Region Trustee: Shelley Weiss;
East Region Trustee: Doyin Coker-Kolo;
West Region Trustee: Carole Carlson; and
Teacher to Represent Teachers, North & West Regions: Stephanie Strow

Motion 19. Trustee Burgess moved to approve the 2010 election results, and Trustee Deets seconded the motion. The motion passed (Yea-17, Nay-0,

Abstain-1, Absent-0).

The President invited a discussion on the scope and work of the Executive Council; and asked Council members and the Board to provide their insights. In order to fill the two new vacancies on the Executive Council, secret ballots were held. The two new members elected by the Trustees were: Vicki Denmark and Jan Burgess. Both will serve one year terms on the Executive Council beginning at the September, 2010, Board meeting.

Without objection, the President recessed the meeting at 5:10 pm until 9:00 am on Sunday, June 20th.

Sunday, June 20, 2010 – Day 3/3

President Thibodeau reconvened the meeting at 9:00 am. Attending were 17 Trustees: Tariq Akmal, Jan Burgess, Carole Carlson, Carol Deets, Vicki Denmark, Janet Griffith, Reggie Jackson, Joan Jarrett, Jeff La Roux, Mike Muir, Nancy Poliseno, Dave Puckett, Lynn Scearcy, Ashley Smith, Cathy Thibodeau, Ed Vittardi and Janet Vernon. Absent was Kathleen McCaffrey (Excused). A quorum was present and the meeting continued

Guests: Dr. Drew Allbritten, Bruce Bailey, Pam Kuntz, Pete Lorain.

Motion 20. Trustee Burgess moved the Board enter into executive session, and Trustee Deets seconded the motion. The motion passed.

The executive session began at 9:15 am, and ended 9:40 am.

Motion 21. Trustee Vernon moved the Board exit from executive session, and Trustee Smith seconded the motion. The motion passed.

The President invited further discussion on the potential name change of the Association, and on the process and timeline to institute it.

Motion 22. Trustee Muir moved the Board reconsider the process and timeline of changing the name of the Association (Motion 6), and Trustee Puckett seconded the motion. The motion passed unanimously.

Motion 23. Trustee Muir moved the Board post the recommended name change (Motion 5) on the 2011 general election ballot, and Trustee Puckett seconded the motion. The motion passed (Yea-15, Nay-0, Abstain-2,

Absent-1).

The President thanked Pete Lorain and the members of the 2010 Task Force for their work over the past two years.

The President asked Trustee Burgess to lead an activity on NMSA core values. Board members reviewed the core value materials and broke into small groups for discussion purposes. After the discussion, Trustee Burgess thanked the Board for their cooperation and asked members to provide additional feedback prior to the September board meeting. The information collected will be collated with the findings then to be sent to the Trustees for comment.

The President thanked the Board for their support over the past year and recognized those four Trustees who have completed their terms: Carol Deets, Nancy Poliseno, Lynn Scearcy and Janet Vernon.

President Thibodeau then asked if there were any public comments, and there were none.

President-Elect Jarrett, on behalf of the Board, presented the incoming Executive Director with a gift from the NMSA Board.

Motion 24. Trustee Burgess moved the June 2010 meeting of the NMSA Board of Trustees be adjourned, and Trustee Deets seconded the motion. The motion passed.

The President adjourned the meeting at 11:30 am.

Respectfully submitted,

Pam Kuntz

Acting Secretary