Messages in ICG #boardofdirectors (Slack) <2019-10-01 2019-10-04>
Marianne
Pease 6:42
AM
Just so people are aware, I have deleted the message with the member information
so it isn't available to the general membership. This is the BoD channel but it is open to anyone who wants to follow it
so please be aware of that when you consider posting personal information. If
personal information needs to be shared, it can be done so in a closed channel
or via direct message.
Elaine 8:07 AM
With regard to ICG members managing their own membership, our by-laws state
that it must be managed at the chapter level.
ARTICLE
III
MEMBERSHIP
Section 1, Becoming a member. Persons become members of the Corporation by
becoming members of one or more of its chapters. Any person who has paid the
dues of the Corporation and, if applicable, the local chapter shall be a
member. The local chapter shall promptly inform the Corresponding Secretary of
the new member’s name and address. The local chapter shall present to and
review with each new member the By-Laws of the Corporation.
Section
2, Determining the total membership. From time to time, the Board of Directors
shall determine by resolution the total membership of the Corporation, on the
basis of a list prepared by the Corresponding Secretary.
Also:
Section
3, Amendments. A majority vote of all of the members of the Corporation may
alter, amend, repeal, or add to these By-Laws, provided that a written notice
has been sent to each member at least forty-five (45) days before the start of
the annual or special meeting at which such actions will be considered. The
notice shall state the alterations, amendments, additions, or changes that are
proposed. This notice may be waived in accordance with these By-Laws.
That's
ALL members, not just BOD or those at meetings. These things are hard to change
for a reason.
Reminder:
A lawyer who is familiar with Maryland and Federal 501(c)(3) tax law and
non-profit organization law must review any changes or we risk our status with
both the state and the feds.
[44 replies Last reply 2019-10-11 12:33 AM]
Mera Rose 2 years ago
Cross posted from Yahoo:
My point is, perhaps it’s time to evaluate updating the standing rules and
guidelines to allow for more current technology that makes this process more
efficient and puts privacy and membership information in the member’s’ hands.
Cordially,
Mera Babineaux
Elaine 2 years ago
Membership is addresed in the Corporate
By-laws, not the standing rules. Not easily changed, and
must be done carefully and with legal oversight
Jacalyn Boggs 2 years ago
@Mera Rose I agree. We may want to bring this up as new business. Given how
much the world has changed, it’s always good to keep in mind what may need
updating.
Elaine 2 years ago
Not saying that the discussion shouldn't be had, but there are major
hoops to jump through to make the changes you bring up, not the
least of which is the fact that a majority of all ICG
members must vote in the affirmative, not just the members in
attendance at an event or on the chat lists. Changing by-laws is serious
business, and not to be taken lightly.
Jacalyn Boggs 2 years ago
No one is saying to take it lightly. But there’s definitely a case for making
some things easier on the membership to check like making sure their contact
info is up to date or checking to at least see when their dues are
up. We know some chapters are very slow to report, and if a member
can know they have a problem with having their dues up to date, they can check
and find out what is going on with their treasurer. It’s 2019. This
technology is very easy now, unlike when the guild was created in the 1980’s.
Elaine 2 years ago
And what about those members who do not want another piece of tech to
learn, or site to have to navigate, or, hell,
don't have 24/7 accessibility? All of this 'Move
the guild to the 21st century' is great, but there still has to be consideration
given.Its nice to talk tech, but until all 20
chapters and 400+ members ring in about having membership management
come from the central organization out, instead of through chapters in, it
can't be done. (edited)
Jacalyn Boggs 2 years ago
Nobody is saying that this would have to be the only way, however not having
the option 20 years in to the 21st century is a little ridiculous. No one is
saying “let’s move in to the 21st century” in 2001. It’s nearly 2020 and it is
OK to realize that we are a connected world. According to Pew
Research, only 10% of American adults do not use the
internet. Adding the ability to update one’s contact information and
dues status online would not exclude anyone, and for many people, make things
easier to at least know what’s going on. We have a rising cashless economy in
America, which is well behind the curve than countries like China and Sweden
which are practically completely cashless. Heck, I haven’t even had an actual
cheque book in nearly a decade and can’t remember the last time I actually
wrote a cheque. Heck the stores in my mall pay people on a visa/MasterCard
branded debit card so they don’t even need their own bank. One of the
cosplayers in my area works in the mall so she doesn’t have cash or cheques.
Again, it isn’t about taking away the ability
to just give your information to someone in the local chapter. It’s
about adding an option that is becoming increasingly common in a connected age
to manage personal information.
Elaine 2 years ago
You're not saying anything new, Jacalyn, the first barrier at hand, however, is
the fact that 90% of the ICG does not respond to requests for participation. We
don't even have a majority of the BoD checked in for
October!
The By-Laws CANNOT be changed without a majority
vote of the ENTIRE ICG membership at large.
Let's have this discussion, let's get ALL the
chapters involved. Let's get all 400 members (or at least as close as we can
get) involved in active participation.
But until those things happen, what you want to
do with membership cannot be done.
We can put just about any other system in
place, but the methods of managing membership in the ICG cannot be changed
until those discussions happen at the chapter level, not at the BoD level.
As for a cashless system? If the chapters don't
want to accept PayPal or other electronic methods of payment, that is between
them and their members. The ICG cannot force that on any chapter! And again,
until the discussion of managing your membership on an per-person basis starts
happening on the chapter level, it cannot be changed at the Corporate level.
Jacalyn Boggs 2 years ago
But we can have a conversation and there’s absolutely no reason to not have it
and an argument that it’s too technological to even have an option is invalid.
No one is talking about forcing one sole way of doing things, even though in
some aspects we are forcing our membership in to one sole thing.
And heck, all I said was it would be nice to be
able to see this kind of information online. I didn’t say I wanted
to make it happen today and I didn’t say that I wanted it to be the 100% only
way to do it. This extreme response is unnecessary and detracting from any
attempt to have productive conversation. We CAN talk about it. We CAN talk to
members about it. We CAN CONSIDER ADDING NEW RESOURCES because adding new
resources just helps bring in more people.
Or we can just live in 1986 and never progress and
die due to an absolute resistance to anything that is remotely new being even
discussed lightly. That’s alright too. It could be why there’s such silence
from people. When anyone remotely breathes, they get attacked for no
reason.
Elaine 2 years ago
I'm pretty sure that in there I said `let's have this conversation, and let's
get the chapters involved'.
Also sent to the channel
Elaine 2 years ago
Posted by Byron to the Yahoo group:
_____
Our governance is somewhat complex but it’s not mystifying and the documents we
follow are all posted on the web site for alll to
see. These documents are not interchangeable. They do different things. As
members of the Board of Directors of the Corporation we need to know what they
are and what they say and do, and refer appropriately to them in our
discussions. I am not an attorney and this is not legal advice.
However, I’ver been involved with the ICG since
shortly before we filed our Articles of Incorporation in 1990 and my background
in governmental administration gives me some familiarity with the various parts
of the ICG puzzle. I hope the following will be helpful.
The International Costumers’ Guid, Inc., is a Maryland non-profit corporation. Our
Articles of Incorporation spell out our powers and authority. Amending the
Articles, while certainly possible, requires filing the amendments with the
proper agency of the state of Maryland. In my opinion, this should be done very
rarely and only for the gravest of reasons. This is a step that I think needs
an attorney. Our Articles is on our web site at http://costume.org/documents/articles_of_incorporation/ArticlesofIncorp-03.pdf.
Under the Articles, the ICG has both By-laws
and Standing Rules. Both are on the web site, at http://costume.org/wp/about-the-international-costumers-guild/icg-bylaws/ for
the By-laws and at http://costume.org/wp/about-the-international-costumers-guild/standing-rules-of-the-corporation/ for
the Standing Rules. Broadly speaking, the difference between our By-laws and
our Standing Rules is that the By-laws spell our how
we are organized and governed and the Standing Rules provide greater detail on
how we implement them and carry out our activities. In the past, we
have amended both the By-laws and the Standing Rules without the services of an
attorney.
The By-laws can be amended only by the members
of the Corporation (usually at the annual meeting). Bylaws Article VII, Section
3, Amendments, provides :"A majority vote of all of the members of the
Corporation may alter, amend, repeal, or add to these By-Laws, provided that a
written notice has been sent to each member at least forty-five (45) days
before the start of the annual or special meeting at which such actions will be
considered. The notice shall state the alterations, amendments, additions, or
changes that are proposed. This notice may be waived in accordance with these
By-Laws.” That makes amendment of the By-laws very difficult. It must be passed
by a majority of all the members of the corporation. not just a majority of
those present at the annual meeting.
In contrast, the Standing Rules may be amended
by either the members or the BoD: "These
Standing Rules will govern the actions of the Corporation until they are
modified or superseded by majority vote of the membership present or
represented by proxy at the annual meeting or at a special meeting or by a
three-fifths (60%) vote of the Board of Directors. Proposed modifications to
these rules must be presented in writing at least 45 days prior to the meeting
at which they are to be considered or may be presented for consideration at a
meeting if a majority of the members present or represented by proxy agrees to
consider them.[Adopted 2/19/1990; Amended 5/25/1992]” Action by the
members requires only a majority of the members present, not of all the
members, as the By-laws need.
The IRS requires that organizations recognized
under Section 501(c)(3) file with them any amendment to the By-laws. The IRS
does not approve the amendments. It just wants to know what the By-laws say.
When we amended the By-laws in 1991 and 1992, the IRS took no action following
our filing. We are not required to file our Standing Rules and have never, I
believe, done so. (edited)
Elaine 2 years ago
To my knowledge, we have never had an audit of
our books done. Deciding to have an audit done is not a trivial matter and is
expensive in both time and funds. Good corporate governance calls for the Board
to establish an audit committee composed of directors who are not officers of
the corporation and empower it to select the auditor and oversee the audit. In
my experience, auditors will require copies of our Articles, By-laws, and
Standing Rules and the minutes of alll BoD meetings during the audit period, access to all
financial data (revenues and expenditures), and meetings with the audit
committee, the appropriate officers, and the Board as a whole. Some of these
meetings may have to be face.
Byron
On Oct 3, 2019, at 5:02 PM, Marianne
Pease marianne.esl@gmail.com [ICG-BOD]
<ICG-BOD@yahoogroups.com> wrote:
That's probably a wise idea. We certainly don't
want any issues with the IRS and laws have certainly changed in the decades
since we organized. Have we ever even done a proper audit, ever? Let's include
an earmark for this in the budget.
Marianne
On Thu, Oct 3, 2019 at 1:11 PM Shimmer
Shade mera.babineaux@gmail.com [ICG-BOD]
<ICG-BOD@yahoogroups.com> wrote:
Sorry Elaine, my brain is on guidelines lol. I meant
bylaws. And yes, I think we should look into getting an attorney and
putting together a committee to explore this. I also feel like it’s
a good idea, in light of some of the crack downs the IRS has done very publicly
on some of the 501c3s over the last 5 years (many were political groups, but
some were fan style groups like Road Runners of America) to have a third party
audit of our books done by a non-profit account not associated with the
ICG.
IMHO, of course.
Cordially,
Mera Babineaux
On Oct 3, 2019, at 12:39 PM, Elaine
Sims cattails42@gmail.com [ICG-BOD] <ICG-BOD@yahoogroups.com>
wrote:
Membership is addresed
in the Corporate By-laws, not the standing rules. Not easily
changed, and must be done carefully and with legal oversight
Elaine S
(The other elaine)
~sent from my tablet
On Thu, Oct 3, 2019, 9:06 AM Shimmer
Shade mera.babineaux@gmail.com [ICG-BOD] <ICG-BOD@yahoogroups.com>
wrote:
My point is, perhaps it’s time to evaluate updating the standing rules and
guidelines to allow for more current technology that makes this process more
efficient and puts privacy and membership information in the member’s’ hands.
Cordially,
Mera Babineaux
On Oct 3, 2019, at 11:15 AM, jeanine jeanine@woollycat.net [ICG-BOD]
<ICG-BOD@yahoogroups.com> wrote:
-------- Original message --------
From: "Shimmer Shade mera.babineaux@gmail.com [ICG-BOD]"
<ICG-BOD@yahoogroups.com>
Date: 10/3/19 10:06 AM (GMT-05:00)
To: ICG-BOD@yahoogroups.com
Subject: Re: [ICG-BOD] Invalaid ICG email addresses
in use!
All a chapter needs to do is set up their own
system for members to input their updates. The chapter is responsible for
reporting any membership changes to the ICG treasurer not the member.. Gobread Standing Rule #7..
Snipped:
Giving people the options to control their membership settings like preferred
email, updating addresses, etc., would also make it easier for members to
facilitate their own info instead of putting the burden on chapter
officers. We could do that through a membership system on the
website..
Cordially,
Mera Babineaux
On Oct 3, 2019, at 10:01 AM, Merrily
Wolf ma_walking_wolf@yahoo.com [ICG-BOD] <ICG-BOD@yahoogroups..com>
wrote:
GCFCG has recently put in place a no street
address or email address in social media or web unless the person belonging to
that information specifically says to use it.
Merrily
GCFCG Bod Rep
gcfcg.org
Mera Rose 2 years ago
Thank you Byron. I really appreciate the information you provide in
these circumstances as they arise and the history and wisdom you impart.
Audit committees are not essential and the
process can be overseen by the board. Auditors can be chosen by the
board, or any officer not involved with the financial responsibilities of the
organization.
Actually, Byron, or anyone for that matter who
may know, who are the officers involved with the financial responsibilities of
the organization? I know Jeanine is the treasurer and Elaine does our taxes,
but is there anyone else? Neither Marianne or I on the bank account,
we have never seen bank statements, or the corporate ledger, or anything
financial that isn’t public on the website. I find that strange
because, in my experience on non-profit boards at least the president and the
treasurer, or some other combination of 2 to 3 board members/officers receive
the bank statements and financial reports. Some orgs update the
entire BoD monthly or quarterly. Why don’t
we do that? Does all this financial responsibility fall solely on
Jeanine?
Here’s the Non-Profit Audit Guide from the
National Council of Non-Profits. It explains the process.https://www.councilofnonprofits.org/nonprofit-audit-guideYes,
it will be expensive, but I seriously doubt it would be cost
prohibitive. We don’t have that much revenue and shouldn't have that
many expenditures (again, don't know and have never seen them except as very
general line items in the proposed budget and budget), so reconciling that data
should take very little time for an auditor.
Cordially,
Mera Babineaux
Elaine 2 years ago
I have no idea why you think I do the taxes. I have nothing to do with the
finances. The only thing I do for the ICG other than as a chapter rep is that I
assist Bruce MacDermott with gathering the required
annual documents from the chapters that participate in the GEL filing.
Why is there this sudden attacks and
blackballing and stonewalling of individuals who have been members and active
participant of the ICG for many years?
I am extremely concerned with the direction
that the President and vice president of the organization are going.
Betsy R. Marks 2 years ago
As Elaine has ceded SiW representation to me for the
near future on all ICG matters, I can't help but observe that these questions
did not arise until members of my chapter started questioning actions within
this forum. One might view such actions as potentially retaliatory.
I am dead certain that, were one to ask, one
would receive a complete accounting of the ICG's financial activities dating at
least to when Bruce MacDermott took over as
Treasurer.
Jacalyn Boggs 2 years ago
@Mera Rose that is odd that you and Marianne are not on the account. That
is outside of the norm and best business practices.
Our finances are not that complex. An audit
would not be that time exhaustive. When I’ve been involved before,
the cost was not cost-prohibitive either. I’ve been involved on both
the small organization and much larger scale in the nonprofit world. No one
thinks they are fun, except possible someone who likes to torture themselves,
but they are a rather normal part of doing business, especially for a
nonprofit.
If we have truly not had an audit ever, I
believe we are long overdue. It hurts nothing to put out feelers to discover
the cost involved to make a determination if it should be included in the next
year’s operating budget and then to discuss doing so.
Betsy R. Marks 2 years ago
@Jeanine Swick, please let me know (when you have the time) how much each member
pays to the ICG for annual membership. My recollection is fuzzy and I am in the
middle of a process for work at the moment. Researching from my phone is a
challenge.
Thank you.
Jeanine Swick 2 years ago
Quarterly and annual reports are posted to the website and are pubilc knowledge. If you don't look at them it is not my
fault. Plus as I said on the Yahoo group the president and/or vice president
have never been on the bank accounts. Bruce, Betsy or Byron do
you have any knowledge of anyone other than the treasurer ever being on the
bank accounts? It was not so when Bruce handed everything over to me.
Jacalyn Boggs 2 years ago
As a note the new quarter reports have been received for the website. I’ve
spent all day having to call around the country due to a death. Needless to
say, the documents are not on the website as they only arrived to me last night
and I was dealing with a death.
They will be up soon. I advise everyone to look
at them when they are. I am as guilty as anyone else not following it closely,
but I do look at them. Not fully understanding the line items of the
budget, I don’t know that I’m reading things correctly, but I’m familiar with
these documents.
That said I’m surprised to find out that the
president and Vice President are not on the bank account. That’s very odd. At
least one other officer should be on the account and in most cases in an
organization like this that’s the president and/or Vice President. If I had
known, I would have mentioned it earlier. You do a hard job and you
should have the protections this affords you. I would definitely like to hear
from Byron on the history. Especially if he knows why it was determined to be
this way.
Betsy R. Marks 2 years ago
There have been the following treasurers responsible for the ICG's books since
its incorporation;Betsy Marks
Gary Anderson (deceased)
Jana Keeler
Sharon Trembley
Dora Buck
Bruce MacDermott
Jeanine Swick
To my knowledge, none of us set up the account
with more than one signature, but I don't speak for all treasurers, only
myself. (edited)
Jeanine Swick 2 years ago
Thank you. When the books were passed to me it was only the treasurer's
signature.
Betsy R. Marks 2 years ago
Furthermore, when Gary Anderson died, all paperwork I passed to him was lost, along
with five years of collected data from the ICG directory, which was tied to a
membership database my father developed, which Gary refused to adopt. The box
of paper files was never found. Those records exist as part of the ICG's email
files, which predate the Yahoo group by a good ten years, but still exist on my
computer.
Jeanine Swick 2 years ago
All one needs to do is ask if there is a question about a line item. As to the
2019 finalized budget there was only one comment made and that was corrected
when I mis-entered the amount for the MGMGF. It was posted for over
a month and announced it was up before I had to push to get a vote on it within
the proper time frame. If your chapter's rep did not comment it is not my
fault.
Betsy R. Marks 2 years ago
As info, Gary took over from me in 1995.
Jacalyn Boggs 2 years ago
That’s very out of the norm. Makes me glad that I was in large organizations
that had training and that I’ve worked more recently with a forensic
accountant. The things I’ve seen... I totally understand why there are two
singers and an audit is done every time a signer changes.
Betsy R. Marks 2 years ago
This has never been much more than an umbrellas organization in the general
sense of the word. Chapters are where the action has been for the vast majority
of the ICG's lifespan.
Jeanine Swick 2 years ago
Do you know the approximate years the others were treasurer? I
believe Bruce was treasurer from 2006 to 2009.
Betsy R. Marks 2 years ago
Without a reliable regular publication this organization would have crumbled to
dust over a decade ago. Reviewing 25 years of email records shows me that not
much has changed.
Jacalyn Boggs 2 years ago
With a budget claiming 33k in the bank, that’s hardly anything to blow off.
Jeanine Swick 2 years ago
Every penny that has been entered in QuickBooks is there in the General Ledger.
Funds are held in the savings accounts as there is no need to keep more than
the minimum in checking. There are maybe 6 checks written in a year. Web
hosting and domain renewals are a direct payment from the bank
account.
Jacalyn Boggs 2 years ago
That’s good. We are living in an age where virtually everything is
digital. I, for one, will be glad to leave cash
behind. Sadly, this country is well behind the curve on this front
so I don’t expect it to happen anytime soon.
Betsy R. Marks 2 years ago
Dates:
1989-1995 Betsy
1995-1997? Gary
1997-2002? Jana
2002-2003 Sharon
2003-2006 Dora
2006-2010 Bruce
2010-date? Jeanine
I think these dates are as accurate as I can
get without going to find the print records in CQ and the newsletters. If you
want a more accurate list, the newsletters are all online.
My cortisone shot and naprosyn
have worn off and I am going to bed.
Good night.
Jeanine Swick 2 years ago
If you are so concerned that we have 33k in the bank, why don't you push for
more PR to be done? It has been years since they did anything. With all the
cons that ICG members attend why isn't there a lot more PR information
available and going out? Business or post cards, ads, con suite sponsorship,
what are other options to get the word out?Or do a
bigger push about the MGMGF? The few applications and grants only goes to show
the chapters are not making it known to the members that the funds are
available or that chapters can apply for a special event .
Betsy R. Marks 2 years ago
A fair point. We missed a HUGE opportunity this year in terms of marketing,
because our thirtieth anniversary is November 28 of this year. (See the
original Articles of Incorporation: http://costume.org/documents/articles_of_incorporation/ArticlesofIncorp-01.pdf
Betsy R. Marks 2 years ago
We could have spent the entire year pushing the fact that this organization
(however dysfunctional) made it to three decades and we're still here NOT
discussing how to fold.That fact should be shouted
from the rooftops. Where is the PR committee and what are we going to do about
it?
Mera Rose 2 years ago
All of this was in the 5 year plan. Unfortunately, no one wanted to
discuss the membership drive proposal.
Betsy R. Marks 2 years ago
Assuming people read that far is, in my opinion, assuming far too much.
If you want to get attention for these issues,
they need to be broken down and addressed individually, not in a huge lump.
I've sent the link to the Silicon Web mailing
list, now that I'm certain everyone is on board. If I have no feedback by
Monday, I intend to break the content down into chunks we can discuss as a
chapter.
You are welcome to do the same. As a member of
the largest ICG chapter on record, I would have thought you'd be enthusiastic
about putting this information out in front of your own chapter to receive
feedback. I'm not sure why that wasn't done. I don't recall seeing a single
thing about the plan prior to the ICG Meeting in March.
Marianne
Pease 8:15
AM
Tracking current business so it doesn't get lost in the conversations: https://docs.google.com/document/d/1olijjnJiFMVP2YAgVqmV7alRwOnK6KuVi_nFnONmpWA/edit?usp=sharing
[1 reply Last reply 2019-10-03 8:20 AM]
Marianne Pease 2 years ago
This message is pinned (https://slack.com/help/articles/205239997-pin-messages-and-files)
so it can be easily referenced. (edited)