November 13, 2014 ACB Board of Directors Meeting Minutes

The American Council of the Blind (ACB) Board of Directors met by conference call on Thursday, November 13, 2014.  President Kim Charlson called the meeting to order at 7:06 p.m. central time.  At the call of the roll, the following board members were present:  Kim Charlson, Jeff Thom, Marlaina Lieberg, Ray Campbell, Carla Ruschival, Sara Conrad, Katie Frederick, George Holliday, John McCann, Allan Peterson, Patrick Sheehan, Dan Spoone and David Trott.  Board members Mitch Pomerantz, Berl Colley and Michael Garrett arrived during the meeting.  Board of Publications Representative Denise Colley was not present at the call of the roll, but arrived during the meeting.  Staff present: Melanie Brunson, ACB Executive Director, and Lane Waters, ACB Controller. 
President Charlson reviewed the agenda.  Melanie requested that the order of the agenda be changed, to discuss mid year stipends and set dates for the December board budget calls prior to going into Executive Session to discuss an affiliate matter.  Trott moved and McCann seconded adoption of the agenda as reordered, the motion carried.
The minutes of the October 17 and 18 board meeting were presented by ACB Secretary Ray Campbell.  A correction to the wording of one motion ratifying a previous email vote was requested and made.  McCann moved and Lieberg seconded adoption of the October 17 and 18 minutes as corrected, the motion carried.
The board discussed a document proposing criteria and logistics for awarding stipends to the 2015 ACB Mid Year meetings, as a result of a generous gift from JP Morgan Chase.  After the proposals were read, several changes were suggested.  These concerned number and amount of stipends, accountability of those receiving awards, who should be eligible to receive awards and other things.  Campbell moved and Pomerantz seconded that the ACB Board of Directors approve awarding of up to 25 stipends for the purposes of covering hotel, transportation and registration for the 2015 ACB Midyear President’s meeting and advocacy training, with the details of implementation to be worked out by appropriate staff and officers.  The motion carried.
President Charlson asked the board to identify dates in December for discussion of the 2015 ACB Proposed Budget.  By consensus, the board agreed to meet on Monday and Tuesday, December 8 and 9 starting at 8 p.m. Eastern time each evening for this purpose.
McCann moved and Thom seconded that the board go into Executive Session for discussion of an affiliate matter, the motion carried and the board moved into executive session at 8:43 p.m. central time.
The board returned to open session at 9:25 p.m. central time.  President Charlson reported that during executive session, the board adopted a motion by unanimous, record vote to accept the recommendations pertaining to the Virginia Association of the Blind.  These recommendations are attached at the end of these minutes.
There being no further business, McCann moved and Lieberg seconded that the meeting be adjourned.  The motion carried, and the meeting was adjourned at 9:28 p.m. central time.
Ray Campbell,
Date submitted: 12/01/2014
Date approved: 12/08/2014

Recommendations of the
Board of Directors of the
American Council of the Blind to the Virginia Association of the Blind
November 25, 2014
In order to address a number of issues which have negatively impacted the ability of the Virginia Association of the Blind (VAB) to govern itself, and to maintain its status as a member in good standing of the American Council of the Blind (ACB), the Board of Directors of ACB recommends that the following actions be taken by the officers, directors and members of VAB.
In order to insure that VAB can govern itself into the future, it is recommended that the following actions be taken:

  1.  Although the circumstances under which VAB’s most recent election of officers was conducted were very questionable, and concerns raised by the petitioners who sought investigation of the election by ACB were understandable, it is recommended that the results of said election be upheld and that the following individuals be acknowledged as duly elected officers of VAB: President, Mary Stille; 1st Vice President, John Mabry; 2nd Vice President, Mary Simpson; Secretary, Debbie Grimes; Treasurer, Jeanne Brooks. We note that documentation of the election results that were provided to ACB indicated that Debbie Grimes would serve as Secretary/Treasurer and that Jeanne Brooks would serve as Assistant Treasurer. However, the VAB Constitution and Bylaws that was provided to us designates that there shall be a secretary and a treasurer, but does not provide for the election of an assistant treasurer.  Therefore, we recommend that this matter be clarified and handled in accordance with VAB’s current constitution.
  1.  In order to accomplish a smooth, timely, and legal transfer of power by December 31, 2014, it is recommended that VAB’s outgoing and incoming administrations take the following steps:

By December 15, 2014, minutes of the meeting at which the current officers were elected be compiled, based on the best recollections of those in attendance, in order to provide documentation of the election, which will be required to transfer VAB’s bank accounts;

By December 31, 2014, VAB will meet and transfer both control and records of the organization to the new administration.  This transfer will be observed by the ACB executive director and shall include: agreement as to who the officers are, and collection of membership dues from all officers, as well as members in good standing of VAB, deposit of dues monies into the appropriate VAB bank account, transfer of all organizational records to the officers, insuring that previous officers’ names are removed from the bank accounts, and the current president and treasurer have access to all existing bank accounts.

  1.  By January 15, 2015, the Board of Directors of VAB shall send letters to Bill Speaks and John Mabry stating for the record that any property taxes owed to county government or to the Commonwealth of Virginia are the responsibility of VAB and that neither Bill Speaks nor John Mabry should be personally liable for said payments.  Both individuals shall be requested to turn over to VAB copies of all documentation related to any tax liens so that the organization has a current record of what has been paid and what is currently owed.  VAB shall assume all payments and responsibilities following receipt of such documentation, and shall insure that the liens are cleared.
  1. In order to insure that VAB can comply with its own constitution and bylaws, the ACB Board of Directors recommends that VAB’s officers consult with their board liaison (David Trott of Alabama) and the ACB Constitution and Bylaws Committee chair (John Huffman of Indiana) about revisions that are needed to their Constitution and Bylaws. Areas of concern include:
  • Should the size of VAB’s board be reduced, given the size of their membership?
  • Should compensation of treasurers be reconsidered, given standard nonprofit operating practices?
  • Is the executive director an appointed or elected position?
  • What are the specific responsibilities of the executive director versus the roles of the duly elected president?
  1.  In order to maintain its status as a member in good standing of the American Council of the Blind, the ACB Board of Directors recommends that the officers of VAB take steps to insure that beginning in 2015, their membership roster and all dues payments required for membership in ACB be received in the ACB national office by the published deadline, March 15, 2015.
  1.  It is further recommended that the officers and directors of VAB begin work immediately on preparing the paperwork necessary to reinstate their status as a corporation in good standing with the Commonwealth of Virginia. Once such status has been reinstated, VAB shall seek reinstatement of VAB’s tax-exempt status by the U.S. Internal Revenue Service. It is recommended that substantial progress toward completion of these measures be reported to the president of the American Council of the Blind, Kim Charlson, by July 1, 2015.
  1.  To underscore the seriousness of the concerns that have arisen about VAB’s compliance with its governing documents, the officers and directors of ACB have voted to suspend the charter of the Virginia Association of the Blind until VAB takes action to comply with the recommendations contained in this document. It is further recommended that if the officers and directors of ACB do not receive evidence that a good faith effort was made to comply with these recommendations by July 1, 2015, the charter of the Virginia Association of the Blind as an affiliate of the American Council of the Blind shall be revoked.

This web page was last updated December 9, 2014.