November 2015

Folk Project Board Meeting Minutes

November 10, 2015

The November meeting of the Board of Directors was called to order at 8 PM in the home of Steve and Christine Humphreys in Randolph.

MOTIONS:

A motion was passed to allocate liability and worker's comp costs to each venue.

A motion was passed to supersede a motion from the 1980’s: we agreed to lower the G&A rate from 10% to 3%. The Getaway remains exempt."

A motion was passed to establish guidelines for production of (3) Member Concerts per year.

A motion was passed to end Merchandising as a chaired committee; to be folded into Publicity

AGENDA

Roll Call:

Officers present were Andrew Hines, Elizabeth Lachowicz, Chris Riemer and Barrett Wilson.

Trustees present were: Joanne Cronin, Lois DeRitter, Deborah Graham, Bob McNally, Lindsey Meyer, Grover Kemble and Allan Kugel.

Committee chairs present were Mike Agranoff, Pat Brangs, Ken Brody, Christine Del Vecchio, Mike DelVecchio, Lori Falco, George Otto, Sandie Reilly, Ed Roffman, and Mark Schaffer (committee chairs).

Guests present were Kathleen Caccavale, Barbara Moo and Pam Robinson.

Absent were Scooter Ferguson, Paul Fisher, Leigh Walker and Jay Wilensky.

PRESIDENTS REPORT: In addition to the report submitted, Barrett announced that the Financial Committee will be reporting at the January Board meeting on 3 areas of study to be discussed and voted on. They are; Membership performer concerts, attendance at our venues and volunteer appreciation.

Barbara Moo raised the topic of applying for grants and indicated that she will be sending out a list for Committee chairs to share information with her; to further her ongoing efforts next year in securing grants. This includes items such as attendance and financial history.

TREASURERS REPORT – Chris had nothing to add to his report. Pam Robinson asked if advances had gone out to any performers for future Special Concerts. Chris indicated there were none at that time.

OLD BUSINESS:

First:

Lori Falco filed a report and made the following motions based upon the last few months of discussions and studies. After withdrawing last month’s tabled motion which needed no further action, we proceeded as follows:

The FIRST MOTION: Beginning in 2016 the costs of liability and worker’s compensation will be allocated to each venue (Minstrel, Swingin’ Tern, Getaway, Special Concerts, and Member Concerts) proportional to their attendance numbers and performers fees. The motion was seconded and passed; 16 Yea – 0 Nay – 0 Abstentions.

Here is the accompanying report/comments on this motion:

Worker's compensation insurance is determined by our performer fees, so we will determine the cost for each venue based on the performer fees for that venue from the previous year. Liability insurance fees are determined by attendance figures, so the cost for each venue will be based on their attendance from the previous year.

The SECOND MOTION: Supercedes the existing motion from the 1980s that assesses each venue, excluding Getaway, 10% of their expenses to cover the Folk Project's General and Administrative expenses, also known as G&A. The purpose of this change is to better reflect our current financial status. In place of a 10% allocation, the venues will be assessed 3% of their expenses. We will continue to exempt the Getaway from this allocation.

Each year the treasurer (or designated assistant) will review our actual results to insure that we are adequately covering general Project expenses and recommend revisions if necessary.

Here is the accompanying report/comments on this motion:

The Folk Project has expenses that are not allocated to any particular venue. The unallocated expenses include printing the newsletter; NERFA participation; dinner at the annual meeting; July 4 picnic; software, such as QuickBooks and Constant Contact; tax preparation; sound equipment; membership in other organizations; etc.

Likewise, we also have income that is not attributed to any venue. This income comes from membership dues and member participation concerts. In calculating the total income that is not allocated to a specific venue, we assumed that there would be four member concerts each year and that these would generate at least $300 in profits per show. We further assumed that one of these member concerts, the Birthday Show, generates income for the Minstrel and the rest generate income for general funds.

In the past we exempted the Getaway (formerly known as the Festival) from being assessed G&A expenses because it was "the party that we throw for ourselves" and we felt our community was best served by allowing the Folk Project as a whole to absorb the Getaway expenses rather than imposing this financial burden. In honor of this tradition, we propose that we assess the Minstrel, Swingin' Tern, Special Concerts and Member Concerts for these expenses and continue to exempt the Getaway.

The income from dues and member concerts covers most of the unallocated expenses, but not all of it. We calculate that our general expenses exceed general income by about $2000. This $2000 represents our net expenses, after deducting the expenses allocated to the venues such as rent, performer fees and insurance, and the cost of printing and mailing the newsletter, which is covered by Membership Dues. We need to generate this income from the Minstrel, Swingin’ Tern, Special Concerts and Member Concerts. The combined annual expenses for these venues is about $60,000. The $2000 that we need is 3% of that. So if we assess these venues for 3% of their own annual expenses, we can generate the $2000 to cover our G&A expenses.

Mike Agranoff raised the issue that FP is performing financially far better this year than last. He would like to see the 3% readjusted downwards to reflect the current true picture. Chris Riemer indicated that the books close early in the year and would be ripe for better reporting in February. Barbara Moo and Lori pointed out that even though things look rosy now, there are still expenses to be reported for the current fiscal year.

Christine Del Vecchio raised the question about why “member shows” should be expected to carry all of the G&A?

Eddie Roffman offered that 3% is a good conservative number to benchmark on for buffering.

Further discussion resulted in consensus that the first review of the numbers could be as early as March 2016. That may prompt a change in the G&A venue charges. Reviews would then be performed periodically, at least annually.

Lindsey called the question and received a second. The question call passed by 2/3 majority.

The motion was voted on and passed; 18 Yea – 2 Nay – Abstentions.

The board commended Lori and Barbara for their work.

Second:

George Otto presented discussion, along with handouts, on the continuing study and indoctrination of utilizing Trademarking tools on Folk Project intellectual property. George asked that people provide ongoing comments to John Lamb, Liz Pagan or himself regarding the marks and their use, such as size, look of our IP and such. Of note, FP is not currently planning to actually register any of our marks for protection. Rather, we are using marks to preserve our rights.

NEW BUSINESS

Mike Agranoff reported on the slate being proposed by the nominating committee for the 2016 slate of the Board. See the report for the full information, or read about it in the Newsletter.

Ken Brody asked who others were that were considered as Trustees. They were Evelyn McNally and Ken Brody. Chris Riemer raised the point that it is generally better for Committee Chairs (who have a Board vote) not be Trustees,, so as not to dilute the voting pool.

The Board commended Michael and the committee on their work.

Joanne Cronin moved that the Board accept the Committee’s recommendations for the 2016 Board, to be ratified and approved by vote at the December Board meeting. 18 Yeas - 0 Nays

Christine Del Vecchio would like to change the name of the Internal Affairs Committee to Event Hosting, and moved so. It was seconded. After much discussion it was decided, without any vote necessary, that Christine has the ability to change the name to what she wants. She will do so, with possible input from Board members…and report the results at the December Board meeting. The motion on the floor was withdrawn.

Christine Del Vecchio introduced a Motion concerning Member Concerts as follows:

Each year the Folk Project shall present three Member Show Concerts on Friday nights in place of the Minstrel concert. These shows will showcase our member musicians and any profits will be used to help offset the Project’s general operating expenses. (Note: The Minstrel's annual Birthday show also showcases our members, but its profits shall continue to go to the Minstrel's account.)

These shows will be produced and managed by independent producers. The board will designate a Member Show Coordinator (initially Elizabeth Lachowicz) to recruit volunteers to produce each of these shows.

These concerts will be scheduled as follows, unless changed by mutual agreement between the Minstrel Booking Chair and the Member Show Coordinator:

• first Friday in February (has been run as the Valentines show, reserving the second Friday as a backup date in case of snow);

• first Friday in May (was run in 2015 as Summer Songs);

• Friday closest to 10/31 (has been run as the Halloween show).

Member Concerts will operate under the umbrella of the Internal Affairs Committee; the IAC itself is not responsible for running these shows or for recruiting the relevant producers. Income and expenses for (Mike A. would like this added)These shows will be accounted for in the General department. The staff for these Member Shows shall be arranged by the Minstrel Staffing Committee, in conjunction with the show Producer.

The motion was seconded and much discussion ensued. Pam Robinson pointed out that the motion states in part, “shall present”, and wanted to make certain the Board realizes the impact of such a word. Some discussion followed and the question was called and seconded. The vote was short of the required 2/3 present, so discussion continued. It was decided not to change the wording of the motion. Lois DeRitter raised the subject about the language surrounding net revenues. Barbara suggested a change to the motion which Christine accepted producing the motion as worded above. Eddie spoke out in favor of this motion and the people behind it.

The amended motion passed after much discussion; 19 Yeas, 0 Nays, 0 Abstentions

Elizabeth proposed a motion that we remove the Merchandising Chairperson as a Board position and we place Merchandising under Publicity. Margaret Crowl has volunteered to take over this position, and Paul Fisher has accepted this as a position under Publicity. Alan Kugel raised the issue that much seems to be aggregating under Publicity. Chris Riemer offered that he was always uncomfortable with merchandising due to complications like financial and inventory control. He feels that if we have it (Merchandising), it would be better under Publicity than as a free standing Committee.

The motion was seconded and passed; 17 Yea – 3 Nay – 0 Abstentions

COMMITTEE REPORTS

Newsletter – George has asked that Board members respond to the check list he sent out if they have any input to be considered or added to the checklist.

Minstrel Staffing – Barrett announced that Deborah is taking over Minstrel Staffing and he is certain she will do a great job. He will continue on as Master of the Pantry.

Swingin’ Tern – Leigh not present, no report.

Community Services – Pat Brangs announced a couple of changes to performers at the Memory Café. See report…and George asked Pat to send those items to him for the Newsletter.

Special Concerts – Scooter was not present. No report.

Publicity – Paul not present. See Paul's report. George Otto offered that he has accepted the position of Social Media Coordinator under the Publicity Committee with the charter of implementing the recommendations of the Tech Committee. George has asked Chris Riemer to help set up a YouTube channel. Chris has been working hard getting that going. We had sent a paper around requesting cross support and promotion between committees regarding social media. He gave out a couple of preliminary handouts for future discussion about links, etc. Lori added that Constant Contact has all of the typical icons for us to use, and she will do so. This will continue to evolve. In response to Barrett asking Chris for a short update, Chris reported that he is learning this as quickly as he can. We need a total of 100 subscribers to get a YouTube vanity URL. All are encouraged to sign up. Chris is formulating guidelines for our channel and will continue to report to the Board. Sandie Reilly offered some information about their YouTube channel. Grover Kemble suggested that performers be asked re: posting of live shows. “Not everything is material that I might want posted”. Mike Del Vecchio reinforced Grover’s statement.

Membership – Eddie Roffman says they are continuing as usual. Deborah Graham is staying on the Membership Committee and is the one to whom the mail goes. See report.

Getaway – Mark Schaffer reports that they are nearly finished booking the Spring line up. They are also booking acts for October as well. See report for more.

E Communications – This month there are 13 fewer contacts than last month. She is looking into that to make certain that this isn’t a trend. See report for more.

Horses Sing None Of It – Ken Brody looking for Volunteers. Diane Perry taped on 11/18. See report for more.

Minstrel Booking – October was a disappointing month. Attendance was low and we lost $575 for the month. We don’t know why…but will try to figure it out. We are assigning (was experiencing) a large number of volunteers, especially on shows that may not warrant such high numbers. We will continue to look into this as well. See report for more.

Internal Affairs – Christine commended Deborah again on her fine performance running the Halloween show; Deborah’s FIRST try at producing a show. See the report for more.

Sound Reinforcement – Mike DelVecchio submitted a report. Mike A. offered that the new MUUF sound system seems wonderful for professionals but might not serve the quality of our multiple amateur sound technicians (was performers) any better than our current equipment. Mike D. reports that the new padded chairs have arrived, and stressed that the room needs to be fixed and MUF has promised to do so. We will work with what they bring in. It is supposed to be a completely automated system. The snake is permanent so set up and tear down might be easier. Barrett asked what is to be done with our existing system. Mike replied that it will be retained in its current storage and configuration and will be used as needed; such as at Open Stage, Uke Fest and more. Lois asked when this new equipment is coming. Mike D. stated that it is to be operational in mid December or shortly thereafter. He indicates that we can forward the grant money to MUF. Several people suggested a hold back of some percentage of the monies. Barrett offered a quick review of the grant to some of the people in attendance who may not know about this. Mike finally stated that he is sending a formal statement to the MUF President reviewing our critical needs.

ADJOURNMENT:

The meeting was adjourned at 10:10.

NEXT BOARD MEETING:

The December Board Meeting is also our annual meeting and will be held at the Chimney Rock Inn, 342 Valley Rd., Gillette, NJ.

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