Messages in ICG #boardofdirectors (Slack) <2019-11-20 2019-11-22>
Judy
Mitchell 6:44
PM
(Cross-posting
to yahoo BoD) In light of the serious concerns
mentioned by Aurora Celeste on the General channel and the D list, where the
passing of said motion could potentially open the ICG and/or it's Officers
and/or Board Members into serious legal trouble, I hereby move for an
indefinite postponement of motion 11-7-2019-2 regarding the establishing of an Ombusdsman position as well as that of a Chapter Services
position. Both activities, should be phrased as separate motions with
appropriate job definitions, descriptions, duties and authorities, and how the
positions will be filled (whether by election or appointment) so that we know
exactly what these positions will entail and what and how they can operate and
the new motions can be given the proper opportunity for discussion and
examination for each before voting.
I
hope that a new motion on the creation of the Chapter Services happens soon, as
it is a very needed position.
Jeanine
Swick 6:47
PM
Seconded.
Jeanine Swick, SiW
ICG Treasurer
Mera Rose 6:50 PM
Unfortunately there is no way to force a motion to withdraw, as was established
during the guidelines discussion. You can move to amend it and
remove the ombudsman position however. That would be an appropriate
motion to amend.
Judy
Mitchell 6:52
PM
I'm
not motion for it to be withdrawn. I'm motioning it to be postponed.
indefinitely. totally different thing (with the same result).
6:54
according
to the Roberts Rules website faq "the motion to
Postpone Indefinitely. That motion requires only a majority vote, but until it
is adopted, it leaves the main question open to debate." http://www.robertsrules.com/faq.html
Mera Rose 6:56 PM
I’ll consult with the Parliamentarian and discuss this tomorrow at his
convenience then. Thanks.
Judy
Mitchell 6:58
PM
thank
you.
Mera Rose 7:01 PM
No problem
Mera Rose 8:17 PM
Apologies and please disregard the first email, as Slack had more activity on a
motion discussed in this email and that section had to be amended. This
email is the up to date draft of all current issues, motions, and amendments
before the Board, and the circumstances that have created them.
Dear
Members of the ICG,
It
saddens me that this email is necessary, but the events of the last three
months and communications I’ve received are troubling, as many are very
confused about the events that have occurred and the current state of the
Guild.
Due
to the resignation of President Marianne Pease, I, Mera
Babineaux, (Acting President) am presenting
this summary on the current state of the ICG. This brief covers issues facing
ICG members and chapters that need to be addressed. Due to the speed of
communications that are occurring, many members and Board of Directors
representatives have not been fully informed. I request that the
recording secretary add this communication to the official minutes, the
corresponding secretary send this communication via hard copy to those members
that do not receive email, and that our tech committee chairman add this to our
communication archive. I also request that every BoD
rep forward this email in its entirety to their chapter members that may not be
on the BoD and D YahooGroups
or on Slack.
This
communication is long, and will be bullet pointed after the summary below to
present the facts surrounding the current issues.BoD
Members: A conference call will be held soon to discuss many of these
business matters. Please check Slack for a poll to respond with the best
date and time for you. Once a date and time are chosen, an agenda will be
posted. If you have items you wish to have added to the agenda, please
email them to me at your earliest convenience.
Summary
of the most recent current events: (The full transcript is available in
Slack #archivedboardofdirectors, #boardofdirectors, and #general, and
through YahooGroups BoD and
D list, though it may take flipping between both to see the entire history of
events and comments.)
At
the annual meeting at CostumeCon 2019, President
Marianne Pease and Vice President Mera Babineaux attempted to present a power point entitled
"The 5 Year Plan - Draft.” This presentation was slated to take 35
minutes and allow for comment afterwards by both Board of Directors
representatives and members. Due to printing issues, interruptions and
objections, this proposal was not completely presented. As a result of
communication errors, the full document was not completely available until July
in Slack and August on the website.
After
being discussed by two separate committees in 2017 & 2018, the draft of the
2019 update to the "Guidelines for Ensuring Fair Competition" was
presented. After being edited for clarity and business professionalism by
President Marianne Pease and Vice President Mera Babineaux, the document was posted to the website before
the annual meeting and included on the agenda, as was the discussion and vote
for moving voting to Slack. Guideline discussion was tabled and moved to Yahoo,
and after 6 months was motioned and seconded to be adopted on September 8th,
2019. After vocal objection by Betsy Marks (BoD
rep - Silicon Web), Merrily Wolf (BoD rep at the time
for GCFCG), Jeanine Swick (ICG Treasurer), and Elaine Sims (GEL
assistant/non-voting BoD rep), the guidelines motion
was withdrawn and moved back to committee.
Betsy
Marks (BoD rep - Silicon Web), Merrily Wolf (BoD rep at the time for GCFCG), Jeanine Swick (ICG
Treasurer), and Elaine Sims (GEL assistant/non-voting BoD
rep) began to engage in heated discussion in Slack over the presentation of the
5 year plan, the guidelines, and the move to Slack with Jacalyn Boggs (BoD rep - NOVA), Marianne Pease (President), and Mera Babineaux (Vice
President). Many factual statements regarding the nature of our current
standing rules, bylaws, and communications were made, but many were
misrepresented as well. Allegations were made against Marianne Pease
(President) and Mera Babineaux
(Vice President) alleging that they were attempting to subvert the ICG Board of
Directors and members by drafting documents without members input, and that
they did not represent the best interest of the Guild. These accusations
became personal in nature and began affecting the health and personal lives of
the President and Vice President.
After
3 new chapters, (representing 34 new members and 9 existing members after
amendments) presented petitions to become affiliated with the ICG, the attacks
against the Vice President, Mera Babineaux,
continued because she had helped to form each of these chapters through
costuming networks and connections in the state of Virginia. The primary
issue was that she, her husband, and 5 non-voting children intended to be
primary members of one of the chapters and secondary members of the other two
chapters, and that she and her husband would be acting as placeholder officers
pending formal elections and finalization of the chapters' bylaws of a
chapter.
Objections
were raised by Judy Mitchell (Northern Lights BoD
Rep) and Merrily Wolf (GCFCG BoD Rep) and echoed by
Elaine Sims (GEL assistsant/non-voting BoD rep), Betsy Marks (Silicon Web BoD
Rep), and Jeanine Swick (ICG Treasurer). Questions were raised as to whether
chapters would require 6 new members to be formed properly, whether the
chapters were legitimate, whether the members were real and intended to be ICG
members, and unprofessional statements were made regarding some of the
potential members that could be taken as discriminatory.
Then
the allegation was made that Mera Babineaux
(Vice President) and Marianne Pease (President) had decided to create 3 new
chapters to gain the votes to push through the 5 year plan without proper BoD process. When the personal attacks continued against
the President and Vice President, both tendered their resignations and all 3
chapters withdrew their petitions. Cailin Cutrell,
the President of the Old Dominion Costumers' Guild Chapter, an existing member
of Silicon Web, and her husband, Wade, immediately quit the guild citing the
objections and insults as the cause. CosMakTX
also left the guild, citing the current hostilities as their reason.
Marianne
Pease's resignation was effective immediately, however Mera
Babineaux's resignation initially would have been
effective as of November 15, 2019. After it became apparent that
appointments or elections could not occur prior to that date, Mera Babineaux agreed to remain
Acting President until December 1, 2019. An investigation was then
started by Sarah Richardson (President of GCFCG) as many members involved in
these communications are GCFCG members. Investigation began due to the
aforementioned members of GCFCG alleged bullying, gaslighting, attempts to
overthrow the ICG and it's BoD,
libel, and slander.
Then
emails were sent by Betsy Marks (Silicon Web BoD Rep)
to the Silicon Web and ICG-Bod YahooGroups alleging
that Mera Babineaux (Acting
President) had no affiliation with other groups that she had claimed to be
involved with, in an attempt to impugn her character. These communiques called Mera Babineaux (Acting President)
a narcissist with access to the ICG treasury and huge bills to pay. These
allegations were also reported to Sarah Richardson (GCFCG BoD
Rep) and proof of the affiliation and roles with those groups was provided by Mera Babineaux (Acting
President), although the allegation of potential embezzlement stated by Betsy
Marks (Silicon Web BoD Rep) is impossible as only the
treasurer, Jeanine Swick, has access to the ICG bank account, as was
established in Yahoo communications during this time period.
Sarah
Richardson (GCFCG BoD Rep) then stated that she
intended to use Maryland NonProfits, an organization
that provides legal services, consulting, and other resources to non-profits
based in Maryland. Mera Babineaux
(Acting President) contacted the organization to see what benefits they may be
able to provide to the ICG, specifically in handling the current issues
regarding alleged bullying, gaslighting, and the transition to new Board of
Directors leadership. The attorney with Maryland NonProfits
recommended that Mera Babineaux
(Acting President) withdraw her resignation and stay on as Acting President to
protect the interests of the ICG and provide stability for its members while
working with Maryland NonProfits consultants and
counsel to draft policies recommended during these conversations including
non-discrimination, harassment, cyberbullying, a code of conduct, and policies
for investigating claims of such behavior in the future.
As
the fiduciary responsibility of the corporation, under its current Articles of
Incorporation, falls on the President (and Acting President) and Board of
Directors, it was made apparent by counsel that Mera Babineaux (Acting President) could be held liable for
abandoning those responsibilities, and the recommendation was made to hold only
one election, for Vice President. It was further discovered by outside
counsel of Jacalyn Boggs (NOVA BoD Rep) that without
Board & Officers liability insurance, indeed every member of the BoD could be held liable. Additional private counsel
advised that staying as Acting President would prevent such liability for
everyone and addressing these issues was necessary. Mera
Babineaux withdrew and then retendered her
resignation, for the board to motion, second, and vote as recommended in the
appropriate manner described by Maryland NonProfits
general counsel and personal counsel.
To
date, there has been no motion to accept the resignation, and so, Mera Babineaux will remain as
Acting President until the annual meeting at CostumeCon
2020. At the time, Jan Price had been nominated to fill the role of Vice
President, but withdrew and nominated Kevin Roche. Jacalyn Boggs has also
been nominated as Vice President and duly seconded, although the nominating
member did request to remain anonymous due to fear of social reprisal after the
most recent issues described above. Many have shared their glowing opinions of
both candidates, and, as our Bylaws do allow for multiple Vice Presidents, it
might be worth discussion to elect them both. Nominations for interim Vice
President are open until November 22nd at 5:51pm.
Although
we have lost 3 potential chapters, as they withdrew their applications due to
the objections that were presented by Merrily Wolf (GCFCG Bod Rep) and Judy
Mitchell (Northern Lights BoD Rep), we do have a new
chapter "Cosplay United" representing the Ohio River Valley that was
just voted in last week. Their Bod Rep, Randy Smith, asked some questions
regarding why Slack was an issue which created another flare from Jeanine Swick
(ICG Treasurer), Judy Mitchell (Northern Lights BoD
Rep), Elaine Sims (GEL assistant, non-voting BoD
member), and Betsy Marks (Silicon Web BoD rep), and
prompted Elaine Mami (LACE BoD Rep) to call for
Betsy's immediate resignation as the instigator of negative communications and
the issues at hand. There was also a plea to end the hostility from Lorien Fletcher (TTCG BoD
Rep). This communication began another response from Elaine Sims which
she then posted to the #general Slack, (prompting several requests
for a summary of events which has now led to this State of the ICG Board
email). Mera Babineaux,
(Acting President) then called for all parties to step away from the
conversation in accordance with the stated temporary rules for communication
that are in place until formal policies can be created.
ISSUES
FACING THE MEMBERSHIP & CURRENTLY MOTIONED ON THE FLOOR:
Many
members have contacted BoD Reps other than there own because they do not feel that their current BoD rep is serving their best interest. If you find
yourself in this position, you can transfer your membership to another
chapter. The guild has many wonderful chapters that would welcome you as
a member. You do not have to leave the guild. You may contact
the BoD rep for any other chapter to discuss how to
transfer your membership.
1.
Communications
A. YahooGroups -
YahooGroups will lose most of it's
functionality for our current communications on 12/1/2019. This has
been expected for some time, and was addressed in 2017 at the annual meeting
and in YahooGroups communication that a move to Slack
would occur if YahooGroups went down before the ICG
could find another replacement. In 2019 at the annual meeting, Slack was
appropriately moved, seconded, and approved by the Board of Directors to also
be our voting platform.
B. Slack - The Slack workspace is
accessible by going to costumersguild.slack.com and creating a user
name and password. At this time, Slack is the primary method of
communication as determined by the previous Board of Directors' votes in 2017
and 2019. The Corresponding Secretary has all emails and minutes
involving this matter and can provide them to any who require them. Slack
has public channels that are accessible by any member. You may view all
public channels but are asked to only comment in ones appropriate to your roles
within the ICG. For members, #general is the "D" list
from Yahoo, for BoD reps, #boardofdirectors is
the "BoD" list from Yahoo. There are
other channels, and the purpose of each is listed in it's
channel description. Everyone except the President and Parliamentarian
are asked to refrain from commenting in the #motionschannel, as this
channel is only for the purpose of assigning numbers to motions and tracking
the motions currently on the floor.
C. Temporary rules for communications- Until formal
policies are drafted for these communication channels in slack, every is asked
to prefix their comment with their name as registered with the ICG, their role
(member, BoD rep, etc), and
to use business courteousness and appropriate language, and provide time for
all users to have time to see and respond to comments before reposting.
Rapid fire commenting or flaming will not be tolerated. These rules will
be enforced by using "time outs" for those that violate their intention
- to allow all members and BoD reps time to see and
respond to comments appropriately. Time outs will be enforced by
admins who will post "time out on <member name> - no posting until
<date/time 24 hours later>. If the time out is violated then the
person will be removed from the Slack workspace for 24 hours. It is
unfortunate that this is necessary, but the issues that have occurred over the
last 3 months require some form of moderation to ensure that every member has
the time, ability, and is afforded the respect to comment without fear of
immediate impassioned responses by a vocal few.
D. Motion on the floor - Motion
#11-7-2019-3 "Motion for us to move all communication to our voting
platform, Slack, to simplify things as two communications steams is confusing."
15 Day discussion period ends 11/22/2019 @ 5:51pm and 15 day voting
period ends 12/7/2019 @ 5:51pm.
E. Suggestions - Suggestions for other
communications platforms are currently being taken. Please send all
suggestions to Phil Gust, Tech Committee Chairman, and Mera
Babineaux, Acting President.
2. Policies
A. Compliance - As was pointed out by
Maryland NonProfits counsel and consultants, we are
currently out of compliance with federal law and IRS rules governing 501c3s, as
we have no policies stated in our bylaws or standing rules involving our
privacy practices, discrimination (required under Title 9, Age Discrimination
Act of 1965, the Americans with Disabilities Act, etc),
harassment, etc. As we are a 501c3 under the educational provision and a
charity, we are prohibited from discriminating.
B. Motion on the floor - Motion
#11-6-2019-1, as originally offered "motion for the ICG board to hire an
international lawyer to draft a. A code of conduct, B. a non-discrimination
policy c. An anti-harassment policy to be received no later than 31
December 2019 so that a vote can be completed no later than 31
January 2020" was appropriately moved and seconded, then a friendly
amendment was offered by Jacalyn Boggs (NOVA rep) after input from Judy
Mitchell (Northern Lights BoD Rep) amending the motion
as #11-6-2019-1A to "motion for the ICG board to solicit three quotes and
hire and internation lawyer to draft a. A code of
conduct b. A non-discrimination policy, c. An anti-harassment policy to be
received no later than 31 December 2019 so that a vote can be
completed no later than 31 January 2020."
Then,
an amendment was made by Betsy Marks (Silicon Web BoD
Rep) and seconded by Judy Mitchell (Northern Lights BoD
Rep) to change the language of the amendment as #11-6-2019-1A1 to "Motion
to amend Motion 11-06-2019-1a, which amends Motion 11-06-2019-1, to read
as follows: "The ICG board directs the ICG finance committee to
solicit no fewer than three (3) quotes (including expected retainers for the
work), to investigate the hiring of a lawyer with non-profit and international
law experience and licensed in the state of Marland,
to draft language for the following: a. A code of conduct, b. A
non-discrimination policy, c. an anti-harassment policy applicable to a
non-profit international organization, with the intention of adding said
policies to our Standing Rules. The deadline for quotes to be compared
before voting on approval of awarding such contract shall be January 31,
2020. All quotes for services rendered and required retainers shall be
presented to the board and the membership for discussion on February 1st,
2020 and voted on by the ICG membership at the annual meeting in Montreal,
March 2020." The discussion period on 1A is now on hold and has 6
days remaining in its discussion period, the discussion period for
1A1 ends on 11/29/2019 and voting ends on 12/14/2019.
C. Alternatives to the motion -
1. Maryland NonProfits
has several resources for template language on each of these proposed
policies. They are already compliant with the State of Maryland and
Federal requirements and the name of the organization would be the only changes
necessary. The cost to join Maryland NonProfits
is $100 and gains us access to those resources as well as to the legal counsel
that can look over any changes to the document to ensure they are still
compliant.
2. We could also use any of the draft
language that BoD members have presented and form a
Policy committee to draft documents based on templates or BoD
member supplied language and submit it to Maryland NonProfits
legal counsel for review.
3. The ICG can ask one of the attorneys
within the guild to review drafts prepared by a Policy committee if any
attorney is so inclined to volunteer their services.
3. Public
Relations & Chapter Relations
A. Suggestions made to create new positions, now
motion on the floor - Originally, during the discussion surrounding
behavior in slack, the suggestion was made to have a chapter coordinator
position created to help chapters with filing reports and accessing the
benefits the ICG provides, as well as determining possible additional benefits
that could be created for our chapters. Though it was originally called
an Ombudsman, those unfamiliar with the military meaning of an ombudsman took
issue with the idea of creating a position that regulates chapters,
as they believed that ombudsman would indicate. After discussion of the
word ombudsman, it was suggested that such a position should exist to handle
complaints and allegations and regulate communications and enforce their proper
use through whatever policies and procedures are written and adopted by the BoD. Both of these positions would be appointed by
the Board of Directors. The motion on the floor to create these positions
is #11-7-2019-2 and states "motion for the board to create and fill
the positions of Ombudsman to handle complaints and allegations against the
organization and it's members and Chapter Coordinator
to perform customer service to chapters." The discussion
period ends 11/22/2019 at 5:49pm and the voting period ends 12/7/2019
at 5:49pm.
(At the time the email was sent, changes were still in progress due to events
occurring in Slack, and so, this motion now includes a motion to postpone
inevitably by Judy Mitchell (Northern Lights BoD rep)
which was seconded by Jeanine Swick (Treasurer) after Aurora Celeste (Member,
Silicon Web) sent an email to the Yahoo D list and Slack #general channel
stating that ombudsman would be disastrous for the Guild. Acting
President has taken this matter under advisement until Pierre Pettinger,
Parliamentarian, is available to discuss the motion.)
B. Apologies - Many have expressed a desire to
reach out to the three potential chapters, Blue Ridge Costuming Society, CosInternational, and Old Dominion Costumers' Guild, and
the 34 new members that they would have brought to apologize for the
allegations that were made against their members. Several have also
stated that they wish that a formal apology would be made to Marianne Pease,
former President, and Mera Babineaux,
former Vice President and now Acting President, for the events that led up to
their resignations. Additionally, it has been suggested that apologies
also be made to CosMakTX, our Texas chapter that left
the ICG during this turmoil. There is now a motion on the floor
addressing these as #11-9-2019-1 "motion for the ICG board to issue
a formal and public apology to a. the three potential chapters lost, b.
Marianne and Mera, c. CosMakTx
as they cited the turmoil of the BoD as one of the
reasons for disbanding. The discussion period ends
11/24/2019 @ 12:33am, 15 day voting period ends 12/9/2019 @
12:33am.
C. Public Relations Committee - As these issues have
generated some bad press, the public relations committee will need members
ready to handle the issues that may arise over the next few months from the
fall out. If you would like to volunteer to serve on the Public Relations
Committee, please contact Vicky Assarratanakul or Mera Babineaux.
4. Budget
and Expenditures
A. Current budget - Our Bylaws require that our
budget be presented by November 1 for the following year. The budget was
presented, but as of yet has not been motioned for adoption. Mera Babineaux, Acting President
has requested that the Treasurer add $100 to the 2020 budget for Maryland
Nonprofits under the new category of legal and consulting services. The Acting
President also asks that, once this change is made, someone please move and
second the annual budget for adoption.
B. Additional 2019 Expenditures - Standing
Rule 30B permits the President to add to the current year's budget to allow for
expenditures deemed necessary. Mera Babineaux has requested that the Treasurer Jeanine Swick
add $100 to the 2019 budget expenditures under the new category of "Legal
and Consulting Services" and make payment immediately to Maryland NonProfit to retain their services.
C. Board & Officers Liability
Insurance - B&O policies are fairly standard and it is surprising that
our organization does not have one. It is currently the subject of motion
#11-7-2019-1 as "motion for the ICG board to task the finance
committee to solicit three quotes to find appropriate liability insurance for
the corporation to be in place by 1 January 2020." The
discussion period ends on 11/22/2019 at 5:48pm and the voting
period ends 12/7/2019 at 5:48pm.
5. The 5 Year Plan and Survey of Members and Board of Directors
Representatives
The 5 year plan has generated a lot of discussion regarding
its creation and presentation, but nothing regarding its content or suggestions
to provide more benefits to our members and chapters. A survey has been
created to begin to gather opinions from the members, based upon the
suggestions of BoD members and the ideas presented in
the 5 year plan. The survey has been created using GoogleForms
(free) will be sent out shortly so that each member may make their voice
known. The survey will remain open until 12/1/2019. The
anonymous results of the survey will be shared on Slack in a new public channel
#2019survey on 12/2/2019.
While
the survey will require you to list your name as on your ICG membership so that
it can be checked against the current membership spreadsheet, the column in the
spreadsheet that contains names on the survey will be deleted once the names
are verified, and only the responses will remain. The names ONLY will be
sent to the ICG Treasurer, Jeanine Swick, to verify. Responses will be
posted without names, and will be anonymous. Please say what
you want to say without fear of reprisal.
Cordially,
Mera Babineaux, Acting
President
Anne
Davenport 8:36
PM
I
have not finished reading it all, but I have cut and pasted this into a file
for the 2020 minutes as you requested. FYI, I am still wildly behind on
the Oct-Nov ICG traffic. With luck I can get caught up this weekend.