A quorum was present at the time of the roll. Director Michael E. Miller, RDR, CRR, FAPR, attended the meeting via videoconference.

Transcription

1 MINUTES NATIONAL COURT REPORTERS ASSOCIATION Board of Directors Meeting Planet Hollywood Resort & Casino Las Vegas, Nev. PROCEDURAL MATTERS Call to Order and Roll Call August 9, 2017 President Tiva Wood called the Board of Directors Meeting of the National Court Reporters Association to order at 8:41 a.m. on Wednesday, August 9, 2017, at Planet Hollywood Resort & Casino, Las Vegas, Nevada. Present President Nativa Wood, RDR, CMRS, FAPR President-Elect Christine J. Willette, RDR, CRR, CRC Vice President Sue Terry, RPR, CRR, CRC, FAPR Secretary-Treasurer Debra A. Dibble, RDR, CRR, CRC Director Kerry A. Anderson, RPR Director Kristin Anderson, RPR Director Anne Bowline, RMR, CRR Director Max Curry, Jr., RPR, CRI Director Rick E. Levy, RPR Director Michael E. Miller, RDR, CRR, FAPR Director Christine Phipps, RPR Director Linda K. McSwain, RPR Director Jennifer Sati, RMR, CRR, CRC, CRI Ex-Officio Member of the Board Interim Executive Director & Chief Executive Officer Dave Wenhold, CAE A quorum was present at the time of the roll. Director Michael E. Miller, RDR, CRR, FAPR, attended the meeting via videoconference. Invited Meeting Participants Mary Bader, RPR, NCSA Chair Huey Bang, RMR, CRR, NCSA Vice Chair Meredith A. Bonn, RPR, Director Nominee Robyn M. Hennigan, RPR, CRI, Director Nominee Tonya Kaiser, RPR, CMRS, Director Nominee Doreen Sutton, RPR, FAPR, Vice President Nominee NCRA Staff Cynthia Bruce Andrews, Director, Professional Development Programs Matthew Barusch, Manager, State Government Relations Laura J. Butler, CAP-OM, Manager, Executive & Governance Operations Amy Davidson, Director, Certification & Testing (attended portions via telephone) Kevin Kelly, CAE, Senior Director, Finance & Administration Angie Ritterpusch, Director, Meetings & Education B.J. Shorak, Deputy Executive Director, National Court Reporters Foundation Jennifer Williamson, CAE, Senior Director, Marketing, Membership & Communications

2 Board Meeting Minutes Page 2 Present for Portions of the Meeting Monyeen Black, RPR, CRR; Lance Boardman, RDR, CRR; Lillian Freiler, RMR, CMRS; R. Douglas Friend, RDR, CRR; Brooke Ryan Henrikson, RPR; Cathy Phillips, RMR, CMRS; Glyn Poage, RDR, CRR; Breck Record, RMR, CRR, CRI; Diane Sonntag, RDR, CRR, CRC, CPE; William Weber, RDR, CRR; Nancy Varallo, RDR, CRR. SECRETARY-TREASURER S REPORT Secretary-Treasurer Debbie Dibble reported on NCRA s financial position. She highlighted the compiled financial statements as of June 30, 2017, as well as our investment performance as of June 20, There was discussion on this item. MOTION : MOVED, seconded and carried that the Board of Directors accepts the Secretary-Treasurer s report for the period ending June 30, 2017, as presented. POLICIES AND PROCEDURES REVISIONS The Board discussed the proposed revisions to the Policies and Procedures submitted by the Policies and Procedures Committee. There was discussion on this item. MOTION : MOVED and seconded that the Board of Directors approves all recommendations proposed by the Policies and Procedures Committee. MOTION FAILED. MOTION : MOTION : MOTION : MOTION : MOTION : proposed revisions by the Policies and Procedures Committee, and as amended by the Board, regarding 1) the Internal Procedures for Fellows Nominations and 2) Distinguished Service Award Policy. (Appendix A) proposed revisions by the Policies and Procedures Committee regarding 1) the Member Logo Policy; and further acknowledges that no revisions to the Product Endorsement Policy were being proposed. (Appendix A) proposed revisions by the Policies and Procedures Committee, and as amended by the Board, regarding the Policy on Contracts. (Appendix A) proposed revisions by the Policies and Procedures Committee, regarding the Antitrust Policy. (Appendix A) proposed revisions by the Policies and Procedures Committee, and as amended by the Board, regarding the Services Available to Affiliated and Non-Affiliated Units from NCRA. (Appendix A)

3 Board Meeting Minutes Page 3 REVISITING REALTIME SYSTEMS ADMINISTRATOR MOTION President Tiva Wood provided background on the original Board motion from March President-Elect Chris Willette noted that the proposed change to the Realtime Systems Administrator Program would bring the program online. There was discussion on this item. MOTION : MOTION : MOVED, seconded and carried that the Board of Directors rescinds Motion which states that the Board of Directors approves the recommendations of the Realtime Task Force to continue the Realtime Systems Administrator Program, and for the support and update of NCRA s online realtime resources under the proposed platform. newly formed Realtime and Technology Resource Committee, and thereby amends the original Realtime Task Force recommendations. EXECUTIVE SESSION CERTIFICATION TESTING PLANNING PROCESS The Board went into executive session to discuss the certification and testing planning process. The Board came out of executive session and continued with the meeting. END OF EXECUTIVE SESSION 2019 & 2020 FIRM OWNERS EXECUTIVE CONFERENCE Angie Ritterpusch, Director of Meetings & Education, reported on the future of the Firm Owners Executive Conference. She noted that originally the Conference was an invitation only event and was later expanded to a wider base of firm owners. There was discussion on the future of the event and the Board suggested various ideas to reinvigorate the event. MOTION : MOVED, seconded and carried that the Board of Directors authorizes staff to book 2019 as the Business Summit, and 2020 as the Firm Owners Executive Conference; and further, that these two meetings alternate from year to year. CAREER CENTER Jennifer Williamson, CAE, Senior Director, Marketing, Membership & Communications, reported on the proposal of a new, more robust Career Center that would be launched in conjunction with the new website. She noted the Center would provide members and prospective employers the ability to post online in a timely manner. There was discussion concerning the pricing philosophy of the Career Center. ACTION ITEM : That staff research and propose a pricing structure for the Career Center as a member benefit as well as a revenue generator, and report back to the Board as soon as possible (via the Board listserv).

4 Board Meeting Minutes Page 4 OTHER Director Phipps discussed the United States Court Reporters Association and how we can better align with the group. ACTION ITEM : Interim Executive Director Dave Wenhold was directed to contact the current USCRA President to have a conversation regarding an alliance with the organization. CELEBRATE CERTIFICATION MONTH Annemarie Roketenetz, Assistant Director of Communications, reported on an internal campaign entitled Celebrate Certification Month. She noted that Celebrate Certification Month is to encourage members and nonmembers to become professionally certified and increase their skills and knowledge. It was suggested that as a component to this campaign, a promotion of our certifications be implemented to our external audiences. There was discussion on this item. SIZE OF THE BOARD OF DIRECTORS President Tiva Wood reported on the size of the Board of Directors. She noted that NCRA has the same size board as it did when we had double the membership. There was discussion on a reduction of board members, which would also affect the budget. MOTION : MOVED, seconded and carried that the Board of Directors submits proposed amendments to the Constitution and Bylaws Committee to eliminate the immediate past president board position starting post-business meeting at the 2018 NCRA Convention & Expo; additionally the size of each incoming class of directors starting in 2019 and going forward shall be comprised of two directors instead of three. The Constitution and Bylaws Committee is tasked with reviewing the bylaws to develop language to be presented to the membership at the 2018 Annual Business Meeting. BENCHMARKING STUDY Jennifer Williamson, CAE, Senior Director, Marketing, Membership & Communications, reported on conducting a benchmarking survey which would contain current industry pricing trends and practices in the industry. There was discussion on this item. MOTION : MOVED and seconded that the Board of Directors authorizes staff to conduct a survey analysis regarding the income of freelance reporters across the United States. MOTION FAILED. CONSENT AGENDA Discussion was held on various consent agenda items. MOTION : MOVED, seconded and carried that the Board of Directors accepts the reports in the Consent Agenda.

5 Board Meeting Minutes Page 5 NEW BUSINESS President Wood advised the Board that an had been received from NCRA member Rick Greenspan. She noted that Mr. Greenspan is proposing a semi-retired membership category. The Board reviewed Mr. Greenspan s proposal and there was discussion on this item. There was Board consensus that staff should respond to Mr. Greenspan to advise him that the Board considered his proposal; however, his proposal is not a feasible option. OPEN MIC In addition to providing members with the opportunity to participate in discussions as proceedings unfolded, President Wood opened the floor up to all present to share any items on which they wished to comment. EXECUTIVE SESSION DISCOVERSTENO The Board went into executive session to discuss DiscoverSteno. The Board came out of executive session and continued with the meeting. END OF EXECUTIVE SESSION NEW BUSINESS Member Needs Analysis Results The Board was advised that McKinley Advisors were retained to conduct a member needs analysis. It was noted that the Board would receive the June 2017 report which summarizes the key findings from the survey via . There being no further business, the meeting was adjourned at 3:56 p.m. on Wednesday, August 9, 2017.

6 Board Meeting Minutes August 9, 2017 APPENDIX A 1) Internal Procedures for Fellows Nominations These guidelines have been adopted to ensure that all candidates for Fellowship will be considered under equal and consistent standards: Internal Procedures for Fellows Nominations 5. When nominations make mention of committee reports and presidential messages, they must be supported by documentation. CAPR shall be provided by NCRA staff documents within the records of NCRA relating to a nominee s NCRA board, committee and task force service, as well as documentation of advanced certifications held by each nominee to facilitate the work of the committee. 8. Personal familiarity with nominees qualifications or lack thereof can shall not be sufficient if not enough documentation is submitted be considered by the committee. 2) Distinguished Service Award Policy 2) DSA Committee members terms are governed by Article XII, Section 2(d) of the Constitution and Bylaws. In addition: a. The Chair of the DSA Committee shall be designated by the President. Before beginning its deliberations, the Distinguished Service Award Committee shall be provided by NCRA staff all documents within the records of NCRA relating to a nominee s NCRA committee and task force service, as well as documentation of advanced certifications held by each nominee to facilitate the work of the committee. b. Personal familiarity with nominees qualifications or lack thereof shall not be considered by the committee. 3) Product Endorsement Policy The committee reviewed the Product Endorsement Policy as a result of an action item from the March Board meeting. The committee made no revisions to this policy. 4) Member Logo Policy As staff continues to update the website, staff realized that we need to update the following bullet in the NCRA Logo Use Policy, under Rules and Restrictions. In order to give staff the flexibility regarding how we go about providing the logo, the P&P Committee agrees with staff recommendation that the policy be revised as follows: The NCRA Membership Department shall provide the NCRA Member Logo to any member in good standing upon request and after the member agrees to abide by the NCRA Logo Use Policy. The NCRA Member Logo shall be accompanied by a copy of this policy. 5) Policy on Contracts For contracts with a cumulative annual value of $100,00030,000 or more, NCRA s executive director shall provide the President and Secretary Treasurer with the opportunity to review and discuss the contracts prior to signing and final execution of such contracts. A list of any new or renewing contracts with a proposed increase of 20% or more will be provided to members of NCRA s Finance Committee for review each November. NCRA s executive director shall have the authority, at his or her own discretion, to approve and sign contracts with an annual value of between $50,000 and $100,000. A list of such contracts will be provided to members of NCRA s Finance & Planning Committee for review each November.

7 Board of Directors Meeting Tab 2 pg. 2 August 9, 2017 NCRA s executive director shall have the authority, at his or her own discretion, to approve and sign or designate approval and signature authority to NCRA staff for contracts with an annual value of less than $50,000. The NCRA Board s Finance Committee shall have the option of reviewing the performance of contractors and consultants whose payments from NCRA have an annual value of $100,000 or more each November. All contracts above $30,000 shall require due diligence in seeking RFPs in order to be competitively bid. Before an employee is hired or a binding contract is entered into, the Executive Director shall disclose to the Board of Directors any prior business or personal relationship with said person or entity. 6) Antitrust Policy Several years ago, it was decided that all committee members, not just committee chairs, should sign the Antitrust policy. The following is a housekeeping change. OBLIGATIONS OF ASSOCIATION OFFICERS, DIRECTORS, AND COMMITTEE CHAIRS, AND COMMITTEE MEMBERS UNDER THE ANTITRUST LAWS This is written to provide a broad, summary description of the obligations you have under the antitrust laws as an officer, director, or committee chair, or committee member of the National Court Reporters Association. It is furnished to you pursuant to the requirements of the Bylaws. Its purpose is not to provide legal advice, but simply to indicate the kinds of activities and discussions that may create questions under the antitrust laws and accordingly must be avoided. 7) Services Available to Affiliated and Non-Affiliated Units from NCRA 10. Donation of items for state seminar or convention fundraising One $50 free NCRA gift certificate to the NCRA Store membership is available upon request per calendar year to any statewide reporting organization to be used as part of the state's seminar or convention fundraising efforts.