International Comanche Society, Inc. Minutes from TeamSpeak Meeting April 6, 2018 By LaVerne Stroh

Transcription

1 International Comanche Society, Inc. Minutes from TeamSpeak Meeting April 6, 2018 By LaVerne Stroh Note: Motions and voting are in bold black font Action items are in bold blue font 1. Bob Williams, Vice President, called the meeting to order at 7:03 PM EDT. 2. Roll Call by LaVerne Stroh (appointed secretary for this meeting) Officers: President Bob Williams Present Vice President Kate Burrows Present Treasurer Bob Berry Present Secretary Vacant Past-President Av Shiloh Present Voting Tribe Chief/Tribe Representatives Tribe Rep SW Scott Myers Present Tribe Chief/Rep SC Bob Cretney Present Tribe Chief/Rep SE Vacant Tribe Rep Mid States Vacant Tribe Rep NW Bill Case Present Tribe Rep NC Hank Spellman Present Tribe Chief/Rep NE C J Stumpf Present Tribe Chief/Rep W Canada William Hughes Absent Tribe Chief/Rep E Canada Bryan McDougall Absent Tribe Chief/Rep Europe Kate Burrows Tribe Chief/Rep S. Africa Russell Knowles Absent Tribe Chief/Rep Australasia Alan Breen Present Non-voting Board Member CFF President Mike Foster Absent Non-Voting Guests Jeff Larson Dave Fitzgerald LaVerne Stroh Chuck Stroh Les Thomas and Malcom Dickinson joined part way into the meeting Quorum: There were ten (10) board members present at the beginning of the meeting. Kate Burrows was absent for the last part of the meeting leaving nine (9) board members present for the remainder of the meeting.

2 3. Acceptance of Agenda by Board of Directors Bob Williams stated the agenda that was sent out stated acceptance of Treasurer, Ken Mori. That was a mistake. It should say acceptance of Secretary, Ken Mori. Ken agreed to be the Secretary for the remainder of the term. Bob Williams asked if anybody had anything to move or add to the agenda. Scott asked what was changed on the agenda. Bob Williams stated he was not sure Kate would be available for the first part of the meeting so he moved anything that Kate had a strong desire to be present for down farther in the meeting. Bob read the latest agenda. Av stated he objected to CJ s legitimacy as a board member and wanted to go on record with that statement. Bob Williams stated that was so noted. Alan moved to accept the agenda. Kate seconded the motion. Hank objected stating it is not possible to change the agenda since because this is a special meeting under the bylaws and the agenda is what is put out with the call of the meeting. Kate stated it is not a special meeting. It is a proper monthly meeting. Bob Williams stated it has been announced for several months on the website that the first Friday of each month, 2300 Z, we will have the meeting. It is out there as properly notified and we will change the agenda. CJ called for a point of order. CJ stated it is a special meeting. We have regular meetings and those are defined in the bylaws and this is a special meeting. A special meeting requires the agenda set and notice enough ahead of time. The special meeting must be noticed with enough specificity for people to understand what is to be discussed and make preparations. Because they are not regularly scheduled in the bylaws, they have to meet notice requirements. Bob Williams stated if you check the announcements section of the website you will see several months ago we said the first Friday of each month at 2300 Z will be our regularly scheduled board meeting and wondered if anybody wasn t able to see that. Hank stated it depends upon the definition of regular and in this case regular means provided for in the bylaws. Bob Williams stated he would note that but we are going to proceed with the vote to approve the agenda of our regularly scheduled meeting.

3 The roll call vote was taken on the motion to approve the agenda. Hank, CJ, and Bob Cretney voted no. The remainder of the board voted yes. The motion to approve the agenda passed. 4. President s Opening Remarks by Bob Williams Bob Williams stated this was probably going to be a little different kind of meeting. He isn t expecting there to be total agreement on anything on the agenda. It is time we address some of these issues. Bob stated that it probably isn t a surprise to anyone that he has been contemplating his resignation. Since Kate is here, Bob stated he will read his resignation. Bob s resignation is as follows: Since becoming the ICS board president, I have become aware that I can t function adequately to fulfill that obligation and remain healthy. The situation is causing extreme stress and I am concerned that I am significantly affecting my life expectancy. I also am having trouble staying on top of the necessary tasks and I feel that much is falling through the cracks. This is not only the case with the Society, but also in my professional life where I work. The issue is that at work, I have people that look out for these things for me, but with the society, the society will suffer due to my inabilities. I have a board that has stepped up to the work necessary to get these tasks completed, and things are moving forward far better than if one person was calling all the shots. However, for the good of ICS membership and my personal life, I must step aside from the presidency, effective either when Kate Burrows joins the meeting, which she has, or at the end of the meeting, whichever comes first. I am willing to take a subordinate role and to assist in a less stressful and important capacity than ICS president. Thank you for your support in this period of transition. Kate thanked Bob Williams for the work he has done and was sorry he felt he needed to resign. Kate stated she will, upon approval, step up to the role as President; but she wanted to ask the board to approve that Bob stay as Vice President since she will need his help with all of the background knowledge he has. Bob Williams thanked Kate. Alan stated Bob Williams has done an excellent job in the short time he has taken on the role (of Vice President). It was good to have someone like him with a calm and thoughtful manner and would like to see Bob Williams still involved in some way. He understands Bob s situation, but it would be valuable to us to keep Bob Williams involved. Av stated Bob Williams was Vice President when he was President and he appreciated his help then just as he does now that Bob Williams was President. Av understands the pressures that go along with this. It is sad to see this but Av appreciates Bob work.

4 Bob Williams stated Kate was now President and asked her if she wanted to continue with the agenda. Kate asked Bob Williams to continue with the meeting since she is on the road. Bob Berry stated we needed to make a motion to accept Bob s resignation and to move Kate to President from Vice President. Alan moved to accept Bob William s resignation. Av seconded the motion. There were no dissenting votes. The motion passed. Hank asked if the motion was to accept the resignation and that was all. Bob Williams stated that was correct. The bylaws allowed for assent of the Vice President to the President. Hank stated that was correct. Av moved we appoint Bob Williams as Vice President for the remainder of the term. Bob Berry seconded the motion. Bob Cretney stated he would also like to make a motion after this one, before this is voted on, to appoint Hank Spellman as Vice President. Bob Williams asked for discussion on the motion. Scott asked if Bob Cretney could amend the current motion. Bob Williams stated he could but we can have discussion before the amendment. Bob Cretney stated we have to have discussion after the motion is stated the way it is going to be voted on. Bill Case suggested an amendment would make sense if Bob Cretney is wishing to amend the motion that Hank Spellman be elected as Vice President in lieu of Bob Williams. If that amendment succeeds, that should settle the issue. If the amendment fails, we would go on to approve the original motion. Bob Cretney moved to amend the motion on the floor to include Hank Spellman as a candidate for Vice President. The board can vote on the two of them. Bob Berry stated we needed to be voting on if we want Hank Spellman to be Vice President. We aren t voting on two of them. We should vote on just if we want Hank Spellman to be Vice President. If Spellman is voted down, then Bob Williams becomes Vice President. If we vote yes for Spellman, then Hank is Vice President.

5 Bill Case stated he liked the way Bob Cretney phrased it. We just need to vote and each member can indicate which of the candidates they vote for. Bob Williams stated we do not have a second on Bob Cretney s motion. Bob Williams understanding of the motion is to put Hank Spellman in as a second nominee and have the board vote on the two of them for Vice President. Bob Cretney stated that was correct. CJ seconded the motion. Bob Williams opened the floor for discussion on the amendment before we vote on the original motion. Bill Case asked if we all vote yes on the amendment then we would have two candidates on the original motion and then vote by name. Bob Williams stated that was correct. Kate asked for a vote on the amendment and then we can vote by name. Bob asked for a roll call vote on the amendment. Scott asked if we are voting yes or no to add Hank as a second candidate. Bob Williams stated that was correct; add Hank and then vote between Bob and Hank. Scott asked what happens if the motion to add Hank fails. Bob Williams stated then we vote on the main motion with one person. Bob Cretney stated if the motion fails on this vote then the motion to amend has failed and we are back to the original motion. Scott asked if we couldn t just vote for who we want. Bob Williams stated the amendment was moved and seconded. We had discussion. We are calling the vote on the amendment which calls for adding another person and then a vote between the two. Hank stated the proper procedure would be to vote yes or no on the amendment. The amendment, if passed, puts Hank in place of Bob Williams and then the main motion is voted on. Kate stated she did not think that was correct. The motion was to add Hank to the list, not to replace Bob.

6 Hank stated then that was an improper motion. Bob Cretney restated his motion. Bob s motion was to amend the original motion to include Hank Spellman as a second candidate for us to vote on as Vice President. Bob Williams asked Hank if he had a problem with that motion. Hank stated it would be better if it were a substitution. The answer comes out the same but Hank felt the way he suggested was more proper. Bob Williams stated since it would come out the same. We would proceed with what we have for motions and he asked LaVerne to call the vote for Bob Cretney motion to amend. LaVerne called the roll for Bob Cretney s motion. CJ and Bob Cretney voted yes. Hank and Bob Williams abstained. The remainder of the board voted no (six). The motion failed. Bob Williams asked LaVerne to call the roll call vote on the main motion. LaVerne read the main motion which was to appoint Bob Williams as Vice President for the remainder of the term. CJ asked if that was open for discussion and stated Bob Williams resignation as President brings this up. CJ would like Bob Williams to discuss the Vice President s role in the context of Bob s health and well-being given the Vice President s job is to become the President should anything happen and the President, either temporarily or permanently, not be able to fulfill their duties. CJ wanted to know how this would work for Bob and Marti and the Society. Bob Williams stated that as other Presidents know being President has a reasonable amount of stress in communication if nothing else. The other thing Bob tried to say in his letter is he loses things. He s not doing as well as he did fifteen or twenty years ago and he doesn t want it to affect the Society. The main thing he wants to do in the Society is to provide support and let the society heal and get things back. That is a tough job on this board. He is not up to the task to lead but could be to be told what to do and offer support. CJ stated she understood that being in various roles she has been in but it still leaves open the question that one of the main roles of the Vice President is to take over as President. Kate stated she has accepted the role of President and her purpose at this point is to try to get everyone back together, stop all of the infighting, bring everyone back on board, and coordinate things. She needs Bob s background and the support he can give to do that. She fully supports Bob as being her Vice President. CJ stated she wasn t saying his other alternative was to vanish off the planet. She is concerned for his health and the successful function of the ICS.

7 Bob Berry stated Bob Williams managed the Cleveland convention excellently and is a good organizer and manager and Bob Berry supports him. Av stated Bob Williams functioned as Vice President in a previous term in an excellent way and expects Bob will continue to do that. Av stated he admires anyone who recognizes their own strengths and weaknesses as Bob has done and that is why Bob has chosen to step away from the President position. Bob recognizes his abilities to function as Vice President. Bob Cretney asked if Bob Williams becomes Vice President is he holding two chairs, Vice President and past President. Scott stated he would say no to that. Av is still the past President. Bob Williams stated he was limiting discussion to three minutes and to new issues only. He doesn t want to cut anybody short, but we need to move on. Bob asked if there was anybody in attendance who has not made up their mind. CJ stated what Bob Cretney just brought up is very important. Bob Williams would be holding two positions since he has just become the past President. Bob Williams stated the past President is the person who was there after the last election. Bob is not the past President and Av would like to proceed with the vote. CJ called for a point of order. She stated this is not Bob William s decision. She is asking these questions for his well-being. She thought Bob s handling of the convention was excellent as well, but this is clear in the bylaws. Bob Berry called for the vote. Hank asked for the motion to be restated and wondered if this was the vote for Bob Williams to be Vice President. CJ asked if Pat Donovan had given up his position as past President. Bob Williams stated the vote is called and we will take the vote. LaVerne called the vote for the original motion. CJ stated she was voting no because it was improper per the bylaws. Bob Cretney and Bob Williams abstained. The remainder of the board voted yes. The original motion for Bob Williams as Vice President passed. 5. Approval of Minutes by LaVerne Stroh Bob Williams asked if the meeting minutes were out there for approval. LaVerne stated she was not able to get them done prior to the meeting due to some personal issues that came up.

8 6. Treasurer s Report by Bob Berry Bob Williams asked if everyone had a copy of the Treasurer s report. Bob Cretney asked if LaVerne is still our Secretary. Bob Williams stated she is recording the minutes and doing what she is asked to do. Bob Cretney asked if she is not our official secretary anymore, does the board have to vote on that. Bob Williams stated we did vote on it if he recalls correctly. Av stated that was correct. The board voted to accept her resignation. Bob Cretney stated that the minutes being taken now are not official minutes and wanted to know if that was correct. Bob Williams stated they were not official until approved. Bob Cretney stated if we don t have an approved secretary then these are not official minutes. Kate stated the minutes can be taken by anybody but have to be approved by the board. Bob Cretney asked to have this in the minutes. Hank moved to defer consideration of the Treasurer s report. He got his copy about hours before the meeting started and that is not sufficient time to review them in the detail he would like to examine that. Bob Berry objected stating it was very simple and written out. Bob Williams asked if Hank was moving to move it to the end of the meeting or to the next meeting. Hank stated it was to the next meeting so he had time to examine the document. Hank moved the discussion of the Treasurer s report be moved to the next meeting. Bob Cretney seconded the motion. Bob Berry called the question. CJ asked for discussion on the motion. Bob Williams asked if there was any discussion and rejected the call of the question.

9 Hank stated a quick glance at the financial statements raised some questions for him and he d like time to further investigate. CJ stated she has been able to get the document downloaded but due to being out of country she hasn t had a chance to thoroughly review them. She feels she owes the Society the time to do a proper review before we accept or amend. Alan stated he is concerned about the delay since there are people throwing stones for not getting things posted to the website. That is concerning to him. Scott stated the last time we didn t approve something was for some minutes where Hank stated he was misquoted in the minutes and months later he still didn t produce what the discrepancy was and as a consequence those minutes weren t approved and the board got bashed for that as if we aren t doing our jobs. Bob Williams stated we don t need to get into name calling. When there is no other discussion that is pertinent or new, we ll call for the vote. CJ stated there seems to be a misunderstanding. The normal procedure is to post the minutes as draft which marks them as not being accepted as final. That can also be done for financial reports so there should be nothing that interferes with the posting of the minutes. It is simply they aren t posted as final. CJ stated she and LaVerne have had that discussion and asked LaVerne if she was still good with that. LaVerne stated she never had that discussion other than a notice from Pat about that. LaVerne reminded Pat we had not done that the entire time she was secretary. They were always approved before being posted. Whatever is out there and somebody reads is what they will use. Most will not go back and see if it was changed. Bob Williams stated we needed to get back to the Treasurer s report and called for the vote. The vote was taken for Hank s motion to move the discussion of the Treasurer s report to the next meeting. Hank, CJ, and Bob Cretney voted yes. The remainder of the board voted no. The motion failed. Bob asked for new discussion on approving the Treasurer s report. CJ asked if anyone had received the reports sooner than 30 hours ago. Bob Williams stated the report came down from Village Press. Bob Berry worked on it to verify it was correct and then was issued about 30 hours ago. CJ asked how we know there are no problems with the accounts.

10 Bob Williams stated you either trust your Treasurer or you don t. In this case, the accounting was done by Village Press; it was reviewed by the Treasurer for accuracy and checked against all of the documents he used. CJ asked who would indemnify all of the directors if there are discrepancies. Bob Williams asked if she had any evidence to present. CJ stated she has no evidence but has a duty to review the accounts prior to voting to accept them. Considering it was just sent 30 hours ago, we have not had a chance to do our duty as directors to review the report. Bob Berry called for the vote. Bob Williams stated we are taking time and not getting anywhere and called for the vote. CJ asked who would indemnify us. Bob Berry stated it would be the insurance company we pay for. Av stated if she voted no, she would be indemnified. Alan asked if after a month of looking at the accounts, could she be sure it was right. CJ stated she wouldn t know until she started looking at the report. Alan stated in a month s time we can be no surer than we are now. We need to give Bob Berry some credit for what he does. Bob Berry stated he waited for over a year for documents from the United Credit Union which were removed from the computer. All of those transactions that occurred there, Bob didn t know about for over a year since Pat refused to give them to Bob. Bob Berry didn t do the funds transfers the way Pat did, which were against the standing rules and bylaws. Yet, Bob is accused of this by an individual who is the leader of the NE tribe for six years. Bob Cretney stated Bob Berry got the computer from Pat and the information was there. Bob Berry was the one derelict in his duties. Bob Williams stopped all further discussion and called the vote. CJ stated this is a breach of duty. It is critical in this case given the financial information of any company is its most precious position. CJ wanted to go on record that this is a breach of fiduciary duty by the directors. Kate stated we will note that in the minutes and go on with the vote.

11 Bob Williams asked LaVerne to take a roll call vote for approving the Treasurer s report. CJ objected. Bob Williams said it was so noted. Hank, CJ and Bob Cretney voted no. The rest of the board voted yes. The Treasurer s report was approved as presented. 7. Bylaw Change Vote and Election Announcement by Scott Myers Bob Williams stated this item was for a bylaw change to vote for the officers annually, allowing for an election for this year s convention and annual meeting and asked Scott Myers to provide information. Scott stated he sent out the information on April 3 and asked if everyone had read it. Scott stated essentially we are making it happen that we can have an election this year. Av asked if we are having a vote on the change of the bylaw prior to the election or is it going to be done simultaneously. Scott stated, if the board approves it tonight, we will be calling for a special voting of members to occur later this month to change the bylaw to allow us to have the election this year. Then, we will have an election prior to the convention in August where any other candidates or initiatives will be voted on by the membership. Av asked if we had enough time to do this vote with the correct notice and so forth. Scott stated he had a timeline in the . He believes we do have the time. The special voting by members requires a 20 day notice. If we can get this published tonight or tomorrow our clock could start ticking. Then, 20 days later, we could publish the special voting of members. Due to the other timing, we also need to publish shortly thereafter the nominees for officers and any other initiatives. In the timeline, he has that as June 1. Between now and June 1, we need to publish the nominees and issues. We need to get our ballot issues and nominees prepared. Bob Williams stated it is his understanding that to elect officers we need to have a bylaw change to allow us to have an election of officers. Otherwise, any vacancies will be appointed by the board. This is something we need to do and do in a hurry. Bob asked if there was anyone who did not want to do this. CJ asked what we are talking about. Bob Williams stated the petition is calling for an election, which according to bylaws we wouldn t have until There is no provision in the bylaws for a special election of officers; only for the recall of officers. The recall would simply mean the board would appoint the vacant positions. In order to have an election, we want to modify the bylaws to have an election and then have an election of officers this year before the meeting.

12 Hank asked what the provisions are for debate on this subject after it is proposed so those with differing views can make their views known. Bob Williams asked Hank if he would state his question as to what problem he has to moving to annual elections. Hank stated he doesn t know if he has questions. If he has questions or comments how will he be able to disseminate them to the membership? Bill Case stated it should be a simple matter of reading the motion proposed from the bylaw committee and making your decision of yes or no. It is all spelled out there if Hank wants to pass that on to members. Kate stated we discussed changing the bylaw at the last meeting and wondered why his questions weren t brought up then. Hank stated it was just sprung on everyone. His question is simple. If he votes yes on this will there be cooperation in getting differing views out to members or will it be put out as everyone thinks this is a wonderful idea. Bob Williams asked Hank if he is speaking of the move to go back to yearly elections or is he speaking of the nominees. Hank stated the first one is changing the bylaws to allow an election and is that necessarily a good idea. Scott stated we discussed last time that the board did not think it was a good idea but those in opposition to the board will just say we are not listening to the membership. We are taking an extraordinary step to change this bylaw to go back to allow an election. If we don t approve this change, we will have an election in 2019 as the bylaws call for. Alan stated he understood Hank to say once we approve the decision to have a vote on the bylaws, what mechanism will be in place to allow people to disseminate a point of view or information about the pros and cons of the change. Hank stated that was exactly correct. Scott stated there will be a proposal to the board and the board will hopefully second it and we will have a discussion. CJ asked what happened to the petition the members put in. Bob Williams stated we sent out the attorney s opinion on that. Bob Williams asked CJ if she was at the last meeting. CJ stated she was in a third world country at that time and she now knows there is an attorney and it is a he, which is news.

13 Bob Williams stated that since CJ wanted all of the information, it was all disseminated this afternoon and it is on the agenda. The attorney information was everything about him and his opinion so everybody has a chance to see it. The issue is the petition called for a vote of officers and there is nothing in bylaws to accommodate that. So, the move to have an election of officers accommodates having that vote. The bylaws also do not give the ability to simply say these are going to be the people. We have a nominating committee who nominates and also accepts names off the floor. We are planning on following the bylaws on this and to basically provide what was asked for in the petition, even though the opinion was the petition was flawed. This is a way to get that done and in a timely manner. That is what we are doing. The first step would be to move back to annual elections; the idea being even if the individual would say they would be elected again and again and again, we simply have the election and vote the individual in again and again and again. That is simpler than what we are going through now. Right now, we are at the point to approve the change in the bylaws, which is simply going back to annual elections. We are trying to vote on that. CJ asked for a definitive that this board has apparently definitely determined not to proceed with the special voting of members requested by the petition. Bill Case stated the answer was yes. There were many questions in our meeting regarding the petition when we considered it. We made the decision to hire an attorney to help us and got a legal opinion on it. That should be in CJ s inbox. CJ may not have had a chance to read it; but, the opinion the attorney rendered was basically we cannot accept the petition because it has a number of conflict problems. Bill participated in the bylaw committee meeting where there was an active discussion about what to do. We do not wish to ignore a number of people who took the time to sign that petition; however, we were put in a position of not having a petition we could accept. Therefore, it was rejected; but in the committee meeting there was major discussion and arguments as to what to do. One of the options was to just reject the petition, which would leave the petitioners with no other option than resubmit something. All they could really do was submit something for an election in We wanted to be more responsive than that. Accordingly, the committee reviewed bylaws and came up with one that would allow an election this year that would allow the petitioners to get their slate of candidates they proposed on the ballot. If they want to put any other initiative like for the conflict of interest changes, the opportunity will be there per the bylaws. CJ stated you have a fundamental issue which is you have a legal opinion, which is not one since a legal opinion is signed and dated. In addition, this legal opinion doesn t specify which documents it depended on and there was no opportunity for anything other than who commissioned the opinion provided input into what is apparently stated is an ICS lawyer. Bob Berry stated CJ earlier said she didn t read it and is now saying she read it and it isn t signed and so on.

14 CJ stated she did not say that. The opinion went out to an ICS members much longer ago than the Treasurer s report which was only 30 hours. That she did have time to read. She has had it over a week. Kate stated this changing of the bylaws and going forward with the election was a compromise which the board agreed on to show we were listening to the members. Kat asked CJ if she was saying CJ didn t want an election or what did she mean. The petition that came in was not an election. That was just put these four people be put in place. That is not an election. We want a fair transparent open election for all of the members, not just the 5.7% who signed the petition. This is a compromise to show the membership we are listening to them. CJ stated the problem with Bill Case s answer is the petition is specifically described in the bylaws. CJ stated her point to Kate was the board doesn t have that discretion under the bylaws. It is improper of the board to act in this way since the bylaws specifically provide that discretion to the members and they exercised it. Bob Williams stated we had this discussion at the last board meeting. We did pursue this then and we are just reiterating the information from then. Since nobody who was in the majority last time has asked the vote be retaken, we are moving ahead to get this done. Hank stated apparently the attorney s opinion was put out without the acknowledgement of who wrote it, what firm they were with, or any other identifying information. All Hank saw was a copy of the wording, none of the other identification. Hank asked when this was received and when was it distributed to at least some of the other board members. Bob Williams stated he got the same question from CJ. It was sent out this afternoon; the proposal from the attorney, his fee structure, as well as the opinion from him, signed by him, on the letterhead, etc. Hank stated that was not responsive to his question. Hank stated he wanted to know when it was received and why did certain directors got all of this information and others not. Bob Williams stated he suspects the information was given to those people interested in solving the problem. If you read the you will find out when it happened. If that doesn t help, Hank should call Bob Williams later. Bob Cretney asked the name of the attorney that rendered the opinion. Scott asked if this was pertinent to the discussion at hand. Bob Williams stated Scott was correct. It is a point of order. We are discussing the bylaw modification to have annual elections. If there is no further discussion on that, we are ready for a vote.

15 Bob Cretney stated there is further discussion. He did not have his question answered. This is pertinent to the discussion since the attorney just rendered his opinion Bob is asking the attorney name. Bob Williams stated it is not pertinent since we have decided to go back to annual elections whether or not there was an attorney, whether or not there was a petition. The question is shall we go back to annual elections. Bob Cretney asked if Bob Williams was refusing to answer his question as a director. Bob Williams stated he had to look it up and will get back to Bob. He will do that while we proceed. CJ stated she is still waiting for an answer to Hank s question on the receipt of the opinion and when and who it was sent to prior to the rest of them. Bob Williams asked Kate if she would please take over the meeting so he could regain his composure and look up the name of the attorney for Bob Cretney even though it has nothing to do with the annual elections. Kate stated the first question from what she heard was the name of the attorney and Bob Williams will find out. Hank stated he asked when was this opinion received and why was it disseminated to some but not all of the directors. Kate stated the opinion was received by Bob Williams. He will be able to tell you when he has found the documentation which will also give the name which was Bob Cretney s question. CJ stated Kate hadn t answered Hank s question. Kate stated Hank s question will be answered by Bob Williams. CJ stated as the president Kate needs to be in control of the meeting and that means listening to the questions. Bob Berry stated the attorney s name is Donald W. Kramer. That is who he sent the retainer to. CJ stated she is still waiting for the answer to Hank s question which is who received this and when. Hank stated and even more so, why was it disseminated to some directors and not others. Bob William stated these questions are not pertinent to changing to annual elections. Since there is no discussion on that, we are going to call the question.

16 CJ called for a point order. Bob Williams stated he acknowledged her point of order. CJ stated Bob Williams was patronizing a director which is not allowed; and Bob needed to answer Hank s question since it was a legitimate question. Bob Williams asked if it relates to the motion. Hank stated it most certainly did. There was a serious question in some directors minds, including him, that the opinion that was received was not very good and that is being kind. If the opinion is not very good and is upheld, the course being taken is absolutely the wrong course. To make an intelligent decision upon how to vote, we need to know and have an explanation of why the information on this question was deliberately withheld from certain directors. Av stated this opinion was circulated to all board members prior to the last meeting and was discussed at the last meeting. The attorney s opinion was read during the meeting and was discussed. The board made a decision at the last board meeting to reject the petition. In order to make sure those people who signed the petition still had their way, we decided to make special provisions in order to hold elections so they could get what they wanted. The only difference is we decided to make a fair and open election rather than simply putting names up that you could reject or accept. We want to hold an open election. We want to appease the entire membership. That is the only reason we are going through these extraordinary steps, as Scott stated, in order to allow the members that want to have an election to actually have one. This was disseminated to the board members and it was discussed at the last meeting. The board already voted to reject the petition. We did also vote to consider having other elections and that is what the vote on the floor is, whether we want to allow our members to change the bylaws so we can hold an election in order to satisfy all of our members. We should stick to that issue. Hank stated he is aware of everything he said. Av is missing one key fact. What was discussed was a bunch of words on a piece of paper, no matter who wrote them. It is not a legal opinion without knowledge of who wrote it and under what conditions. Av stated the attorney that was hired was hired by the ICS and approved by the board of directors in a previous meeting. It is that attorney, Don Kramer, who rendered the opinion at the request of the ICS. That is the opinion the board took into consideration when it voted the way it did. At this point, the entire petition was rejected; but in order to satisfy the desires of those 5% we decided to take these extraordinary steps. We are voting to allow all members to decide if we should have an election after the members vote to allow the change the bylaws. If not, the petition was already rejected. That means we will not be able to do what our members want, which is to have an election. The question at hand right now is, do we want to take the steps to allow an election or not? If not, then the next election will be 2019 and we ll proceed with business as usual.

17 Hank stated we are still missing the point. The so-called illegal opinion was disseminated, including when and by whom it was written only this very afternoon. Hank did not know previously who wrote it. He was not able to research anything. That was deliberately held from Hank as far as he can see. He doesn t like it. Someone is at serious fault, and he is tired of the games. Kate stated she understands Hank s point and CJ s point. The opinion has been rendered, we have all of the paperwork, and we need to move forward. Kate stated she was on her cell phone and the battery was almost dead, but asked the board to go ahead with the vote. Please take the compromise and move forward. CJ stated she must insist, that as President, Kate should not endorse selectively sending out information to particular members of the board and preventing it from going to all members of the board. Malcolm Dickinson stated everyone is waiting for an answer to Hank s question and are watching the board dance around it, trying not to answer it and trying to move forward without answering it. Bob Williams stated this is not without precedent. The issue was brought up at the last board meeting, and he believed Malcolm was there. Bob stated Malcolm was running for Treasurer if he would have gotten in on a single vote to cover three things. That is very unusual. Malcolm stated he wasn t running for anything. He does attend the meeting in the same way Av Shiloh attends the meeting, which is a member of the board. Av is allowed extensive time to speak as a former member of the board, so it sounds like the general membership is allowed to speak. Some of the board members are trying to move on without answering Hank s question, and it seems to be a reasonable question. It appears you got a legal opinion and circulated it to some of the board members and not the rest. Alan stated we discussed this at the previous meeting when we decided to reject the petition. He understands Hank s position; but that was when we should have discussed the attorney s opinion, not this meeting. It was sent out to everybody. The last meeting was the time we should have dealt with it. Av objected to Malcolm s characterization that Av was not a member of the board. Av stated he is a member of the board as past president. The past president serves for one term, which at this time is two years. Malcolm stated his understanding is Pat Donovan was the past president up until tonight and now it is Bob Williams. The bylaws do not make any mention of Av serving as past President emeritus. The past president is defined by the bylaws as the person who most recently held the position of president, which is Bob Williams. Av stated that is not correct. The past President is the person who was appointed as past President at the last general election. The bylaws state the past President serve for one

18 term, which is two years. Pat Donovan was removed as president so there is no such issue per our bylaws. Bob Williams stated we have gotten far astray. CJ left the meeting so we may be hearing from her. Bob stated he wanted to call the vote. He wants to get the election going and get back to annual elections. If it isn t the total solution to the problem, it is a start. Without that, it is hard to tell where we will wind up. Bob asked LaVerne to call the vote. Hank and Bob Cretney voted no. The rest of the board voted yes. Kate and CJ were not present. The motion passed. Malcolm stated we did not lose CJ. She was kicked out of the meeting and her attempts to join the meeting have been stymied. Scott stated that is absolutely inaccurate. Malcolm has no basis to say that and neither does CJ. Scott is in charge of this Team Speak. He can boot anybody and he has not booted anyone ever and will not without due cause. Bob Williams told Malcolm we welcome him and we know he is interested or wouldn t be here. Please accept our interest in getting through this and not having the society fall apart. 8. Attorney Information by Board of Directors Bob Williams stated the information was disseminated. Bob has nothing else he can say and if you have any questions call Bob Williams. 9. Electronic Voting on Website by Bob Williams Bob Williams stated LaVerne worked with Adam to get the electronic voting set up and asked her to cover this topic. LaVerne stated Scott probably knows more about this than she does. Scott stepped up to take care of this with Adam. You may remember Scott sending out information to some members telling them how to vote on particular questions so we could test the system. We tested the voting system against that information. The results were accurate; so we know the voting system works and the compiled information is accurate. All of the tribes can use the voting system now for their elections. Scott stated the election system is up. It works on both a national basis and for the tribes. We just have to send the webmaster the candidates or issues and the votes are tallied. We are working on setting up a report that will tally the votes. In the past, the national voting has gone through Dave Fitzgerald and Sally Williams. Scott is assuming we will do the same this year. The system only allows individuals to vote once. For a tribe member it recognizes if you are a member of ICS and which tribe you are in and only let you vote for that tribe. Hank asked what the lead time is for getting one set up.

19 Scott stated it wasn t much; enough time to get in touch with the webmaster and get it set up. Hank asked if it was days, weeks, or months. LaVerne stated it would be days. Hank asked who was privy to the information while the election is on. Scott stated the webmaster is in charge of the information. Hank asked if there is a way for this information to be disseminated or is he advised not to tell anybody. LaVerne stated the webmaster will not tell anyone. He is the webmaster and doesn t care about the rest of it. He will send the report when the voting is done and that s all you get. Bob Williams stated he had talked to Hank about this and this is what we really need to do in the society; for every tribe to have an election. This allows us to know an election did happen and the results are available to the tribe chief and tribe secretary, or scribe depending on your bylaws. It removes many of the questions; and, by each tribe having an election, we can verify and guarantee we have a board and the board will be brand new at the annual meeting of members. That is important at this time. We ve made a step in the right direction for this. Hank suggested the bylaws committee be charged with developing requirements for the conduct of the election such as lead time for the announcement, a specific time interval for people to make their candidacy known, etc. It can probably only pertain to the tribe rep. The tribe officers are the tribe s business. Scott stated he didn t understand exactly what Hank was looking for. Hank stated the U.S. tribes are all independent corporations. He thinks all of the tribes actually are. Since they are corporations, the only thing we can dictate to them is the election of their tribe rep because they are electing a director of ICS. Bob Williams stated he thinks what Hank is specifying is to have the elections so we have a new tribe rep at a specified time before the annual meeting. Hank stated that is correct; basically have some rules so everyone knows who is on first. Scott stated the rules are already there so he doesn t understand and wondered if there was a problem with a specific deadline. The tribes are mandated to provide a tribe rep for the annual general meeting.

20 Hank stated that was correct but what happens if they don t. Can someone say we are having tribe elections, send out a notice, and say the nomination period will be open for twenty-four hours? Scott stated that was up to the tribe. Hank stated it doesn t have to be up to the tribe. It can be specified by ICS for the tribe rep position only. Bob Williams stated that was a valid point. A good time to do that would be to have any modifications to the bylaws at the time of the annual election. Bob didn t want to throw that into the special election at this point and asked Hank if he agreed. Scott stated they (bylaws committee) had a conversation about adding several bylaw changes to the special one and the committee agreed to keep it simple for this and any additional changes could be brought up at the general election. Scott stated for Hank that he didn t know that we need to put another bylaw in the works to direct what the tribes are supposed to do. It would probably be wise to have someone, maybe the bylaws committee, remind the tribes of their duty to have an election; maybe have it on the schedule six months before the election comes up. Scott didn t know it was necessarily something that requires another bylaw. Bob Williams stated we have time to discuss this further. This announcement was just to let you know that this is available and a real good way to end all questions about elections. That was the main purpose of this item. We can talk among ourselves instead of having the entire board sitting around for that. 10. Oshkosh Committee Chair by Kate Burrows Kate Burrows has offered to be the Oshkosh committee chair and Bob would entertain a motion for accepting her for that. Alan moved to appoint Kate as the Oshkosh committee chair. Scott seconded the motion. Bob Williams asked for discussion. Hank stated he believed the new president was going to have her hands full and doesn t need that headache. Bob Williams stated she did volunteer and we have an stating she will be here for the full time and is looking for any help. Bob Cretney asked if he could nominate another candidate and asked if the first candidate was placed in a motion and second.

21 Bob Williams stated we did have a motion and second, but Bob Cretney could proceed. Bob Cretney stated that since CJ did such a good job last year she should be in the running for this. Bob Williams stated it is his understanding from conversations with Kate that CJ s name has come up as being invaluable, as have some other names. Bob stated we are interested in having them be involved and he thought CJ stated she would be interested in a supporting role but Bob Williams did not want to speak for CJ. CJ stated she still had not received payment for the volunteer expenses for the last years as the board required; so she is having a crisis of confidence right now. She is very supportive of the initiative but the execution is something different. Bob Williams asked CJ if he could talk to her about the remaining balance of the expenses that were not paid and not discuss it right now. CJ stated that was fine. Bob Williams stated we have a motion on the floor and we have talked to CJ. Bob is pretty sure that many of the people who were involved the last time will be involved again if they so desire. We understand and appreciate the work that has been done in the past and hopefully in the future. For now, we d like to have a committee chair in place so we have something moving along and called for a vote. Bob Cretney stated he didn t think we needed a vote for Oshkosh committee chair. The only role the board is required to give for a chair is nominations. Bob Williams stated we have a motion on the floor and if there is anybody who disagrees to the motion should speak now. Bob Cretney voted no. There were no other dissenting votes. The motion for Kate as Oshkosh committee chair passed. 11. ICS First Committee Recommendations by Bill Case Bob Williams asked Bill to cover this. Bill asked if anyone had not received the report from the committee that he and Alan served on. CJ asked if the bylaws committee was Bill and Alan. Bill stated this was not the bylaws committee. CJ asked to be caught up since she is confused on what we are talking about.

22 Bob Williams stated, as a reminder, at the fall board meeting we passed a resolution that indicated that we would be ICS first. That is what we are calling the committee is the ICS First committee. Bill offered early on to serve and Alan volunteered to work with him. The resolution was that at the spring board meeting, or before, the board would consider the committee report. If the board approved it, we would follow the guidelines of that report. If the board did not approve it and gave recommendations, then they would go back to committee and present a new recommendation at the next board meeting. CJ stated she is confused because the elephant in the room resolution had specified a larger committee with representation from the members, or that is what she thought. Bob Williams stated the requirement was we not to have anybody from CPTP, CPPP, or CFF on the committee. CJ stated she thought we were bringing in four or five people who were not on the board to make the recommendations. Bob Williams stated we should see what the recommendations are and we can send it back to committee. They are doing what they were asked to do. They have the report ready and we are going to listen to the report. CJ stated she was confused because once again we made a board resolution and she wanted it confirmed that we were not able to or decided not to go with the board resolution and this is going to be proposed instead because of some reason. Bill asked where CJ got the idea that this is no longer the board resolution. CJ stated at the fall board meeting the elephant in the room resolution was made and passed. Her understanding was that we were going to be bringing in people, in addition to the board, to make some recommendations on ICS first. Av stated his recollection of it was Bob Williams was going to select a committee that was not connected with CFF, CPTP, or CPPP and they would investigate the issue and give us their recommendation and findings. That is what Bob Williams did, even under criticism he is late on it. That committee has now completed their report and we owe them the courtesy of hearing their recommendations. Bill stated the charter to the committee is stated in bold in the first paragraph. It does say a committee of active ICS members. That could be either board members or active ICS members. Bill stated he could see the basis of the question. CJ stated it is partly we had discussed bringing people in from outside the board so it is just a change from what she thought we voted on. She was trying to understand why the change since it was a board vote. Bob Williams asked if CJ read the proposal from the committee. He stated if he were to say not everyone on the panel now would agree with the committee is an understatement. Bob