CAN Open Discussion
Wednesday, October 17, 2007 - 7:30-9:20PM
Executive Committee members present: Elaine Freedman, Kevin Folk, Anthony Jones, Chris Maurer, Greg Merritt, Bekah Meyerowitz
Schools represented: Alabama, Arizona State, Boston, Colorado, Cornell, Elon, Georgia Tech, Lehigh, Maryland, Michigan, Penn State, Pitt, South Carolina, Tennessee, Villanova, William & Mary, Xavier
I. Welcome (Kevin Folk, CAN President, BoD)
• Thank you to all for coming out for this discussion. The EC is looking forward to the dialogue that will take place with CAN’s best interests in mind.
II. Membership
• Bekah Meyerowitz, CAN Membership Chair – EC, started by clarifying that currently, according to the by-laws and articles of incorporation (AOI) in place – CAN is a non-member corporation. This discussion is to address changes that will take place in the future
• The EC proposed the definition of a member as an alumni chapter – not an individual. This keeps in-line with the original spirit and purpose of CAN – focusing on helping and growing local alumni chapters. The roles and responsibilities of said members would involve them keeping the EC informed of goings-on in their chapters – as well as vice versa, the EC keeping members informed of goings-on in the organization; each member would ensure that they have a primary and secondary representative on the Advisory Committee (AC – to be discussed in detail below)
• The main question raised was how will a chapter be defined – does it need to be acknowledged/recognized by the college/university? Have a formal established Board in place? What happens to those ‘chapters’ that do not fall into these categories?
III. Membership vs membership
• Questions then arose as to the legal meaning of members and the need to change the by-laws and AOI
• Robert Deal, Arizona State, defined how CAN is classified. CAN is registered as a non-stock not-for-profit corporation. The difference between stock and non-stock is that stock has shareholders. A non-stock corporation can either have or not have members. The difference between not-for-profit and for-profit is that in a not-for-profit all of the income goes back out to cover expenses, whereas a for-profit allows for payment of individuals involved out of the income. The 501(c)(3) is merely a tax distinction that we are not yet ready to claim
• In a non-stock corporation, there is the ability to have small “m” members or formal Members. members (with a small ‘m’) allows for group participation without having to claim formal Membership and formal Membership is not required to have voting rights
• It was encouraged that CAN stay away from formal Membership because that would bring about more complications than benefits for all (i.e. need official approval from respective universities to vote, etc.) and go with the implementation of membership
• It comes down to figuring out what the member needs/wants are before deciding whether we should move forward with Membership or membership
IV. Voting Rights
• The EC proposed that voting rights for members would allow one vote per member/chapter on each BoD position – with no other voting rights. This would play out as follows:
o A month before an all organizational meeting will be held (date and location to be determined and written in the by-laws and AOI), BoD position descriptions will be distributed to all involved with CAN through the AC and posted on the CAN website. At the all organizational meeting individuals interested in running for a BoD position who have been involved with CAN for a year and/or their own chapter leadership (thus a part of a member chapter), will have to be nominated by a peer and then seconded. A meeting will be held a month later to hold a vote. Those voting would be the BoD members and AC representatives – one per chapter. Time is allowed between nominations and voting to allow the representatives to obtain feedback from their chapter members in order to appropriately represent their views. EC positions will still be handled the same - anyone can apply and the BoD will vote. All other decisions to be voted on will be done so solely by the BoD
• Other recommendations:
o In addition to the EC proposal, the AC representative from each member chapter would have a vote in any decisions on amendments to the by-laws as well as the annual budget
o In addition to the EC proposal, re-structure the BoD to have 4 primary positions (TBD – there are currently 6 positions: Chairman, Vice Chairman, Director of Communications, Treasurer, Secretary/Legal, Director of Sports) and 3 positions to represent the AC as At-Large BoD members. These 7 positions would be voted on in the same manner and they would all have voting rights. It was suggested that the exact number does not matter as it is the principle that major votes will not be able to be passed without some agreement by the At-Large members
• Concerns:
o Would the At-Large members on the BoD vote how the AC decides or make their own judgments? Could it be included in the position descriptions that they are merely representative of the votes of the AC and thus must vote accordingly? Perhaps someone cannot be forced to vote a particular way, but they could be held accountable with the knowledge that if they do not perform as the AC wants, they could be replaced?
V. Advisory Committee
• The EC proposed that what is currently known as the Presidential Advisory Committee (PAC) will be revised to become the Advisory Committee (AC). This would be comprised of 2 representatives from each member/chapter – one primary and one secondary. Meetings would be held as needed or determined by the AC Chair, Anthony Jones, and one of the representatives would have to attend every meeting. The primary representative per member would have a vote in the BoD positions solely, as enumerated above. Primary members of the AC will also be required to serve on another Committee in CAN – thus engaging themselves more with the organization
• Concerns/Suggestions:
o Changes to the voting process could require adjusting definition of the AC
o It was suggested that the primary AC representative should be able to designate someone else from their chapter to serve on committees, so CAN membership is shared among chapter leaders, not just a couple of people.
o Some chapters do not have enough person-power to be on multiple Committees. If that is the case, it could be worked out with the specific member chapter
o Several people voiced that asking primary AC representatives to be a part of another Committee is not at all unreasonable. If people are asking for a more active role in decisions and leadership, it should be expected that they give back in some manner.
o Another suggestion was made that while participation on the AC will be open to all member chapters, if a chapter cannot for whatever reason put forth the time and effort to be a part of the AC and another Committee, then they can simply not be included. Thus only those schools that are able to fully invest will have a say. A way of monitoring and evaluating participation would need to be developed.
o The AC would solely and directly elect the 3 At-Large BoD members, in addition to the vote cast by their chapter for the BoD regular positions.
VI. In Conclusion
• The discussions held here tonight are extremely beneficial and constructive. The minutes from this meeting will be approved by the end of the week and then posted on the CAN website, emailed to chapter Presidents and POCs, and available to post on any other forums. Feedback will be encouraged – to be directed to Kevin Folk and Bekah Meyerowitz
• Over the next 2 weeks, the current BoD will meet to review tonight’s discussion and prepare proposals for next steps. These will be presented at the next organizational meeting to be held on Monday, November 5. At that point, additional feedback will be heard, and any additional discussions needed will be planned
• At the point where the group has reached some agreement on the best course of action, the BoD will meet to vote on that officially. The decisions will be announced, tentatively, at the following organizational meeting, currently scheduled for Monday, December 3.
VII. Next Meeting
Monday, November 5, 2007, 7:30PM, GMU
Motion to approve minutes by Chris Maurer, Director of Sports – 10/19/07
Motion seconded by Greg Merritt, Director of Communications – 10/19/07
Respectfully submitted by Bekah Meyerowitz, Membership Chair – 10/19/07