Minutes of the September 14, 2009 Board of Directors Meeting
Present; Bill Duxbury, Bill Blodgett, Pamela Johnson, Leah Connor, Manoj Patel, Dave Murphy,
Charlie Heaton
Absent: Kristen Keller, Joan Esposito (sent in proxy)
CTC members: Kobby Hoffman, Carol Finch, Debby Johnson, Russ Gill, Francesca Conte
The meeting was called to order. The agenda was approved; a 8:00 PM adjournment time was approved. The president reminded the board that amendments to the proposed bylaws required approval by 2/3 of board members present.
The board approved several amendments to the proposed bylaws. The vote was unanimous unless indicated otherwise.
Section 2.01 “and walking” was added after “competitive running” and after “health benefits of running”
Section 4.01 “the sport of” was added before “running”
Section 4.07 ( c) “2/3 vote” was changed to “unanimous”
Section 5.04 “officers” was changed to “other than members of the board of directors”
Section 6.09 “or their replacements” added after Patel
Section 8.03 “the members present” deleted and replace with “the members eligible to vote”
Section 8.05 “not” was deleted (note: not unanimous, approved by 6 votes)
Section 11.01 “eligible to vote who are present” added after members
CTC members present commented on several issues. Russ Gill questioned whether the CTC balance sheet is available to members (yes) and whether race directors are compensated (only the Ten Miler race director). He also questioned the purpose of the conflict of interest policy in section 6.02(b). He was informed that conflict of interest considerations disqualified running shop owners & employees from the appearing on the February ballot.
Carol Finch questioned the definition of family (up to two adults and children under age 18). She opposed section 3.02. The board approved a motion to keep section 3.02 as is. Carol also questioned whether the race categories the same, yes, and questioned the fees for renting race equipment. She stressed that an annual race director’s meeting was essential and that the hand book needs to be updates. She also had questions about insurance coverage of races.
Both Debby Johnson and Kobby Hoffman urged that the proposed bylaws be made available to CTC members by at least two methods, preferably mailing. Bill Duxbury informed them and the board that mailing was expensive, that sending ten newsletters plus three other mailings cost $26 per year per address. Kobby commented that there should be a parliamentary procedure section so that Robert’s Rules of Order should not be limited to sections 8.10 and 9.06. No motion was made.
A motion to adopt the bylaws as amended was approved by the board.
The board then considered Article 12 of the current bylaws which requires that amendments be approved by two-thirds of the voting membership. The board approved a motion to interpret this “voting membership” as two-thirds of members who vote.
The board noted the annual membership meeting to be held September 28, 2009 at 6:00 PM at St. Paul’s Church, 1700 University Avenue, Charlottesville. Notice of the meeting will be sent by post card, email, and posting on the website. Note that the date of the meeting has been on the CTC website and has been previously emailed to the membership.
The meeting was adjourned.
Minutes of the September 28, 2009 membership meeting
Present: Bill Duxbury, Bill Blodgett, Pamela Johnson, Dave Murphy, Leah Connor, Kristen Keller, Charlie Heaton, Joan Esposito, Manoj Patel
Members present; Kobby Hoffman, Deb Gilbert, Debby Johnson, Carol Finch, Andrew Zapanta, Chris Samley, Vickie Marsh, Alice Wiggins, others, get list from Manoj)
The meeting was called to order. The president presented the proposed bylaws and explained the reasons for amendment. The meeting was then opened for discussion.
There were a number of comments in opposition to the proposed bylaws. Comments included that the process was rushed and was not fully open to the membership, that there was insufficient notice to the membership and that the bylaws concentrated power in the board and officers. General concerns were notice, transparency of the process and that some provisions were too open-ended.
After discussion, the final vote was 12 to approve, 11 opposed. The proposed bylaws were not approved because not approved by 2/3 of the members voting.
The meeting was adjourned.
