Embedded Files
The meeting was called to order at 8:06 p.m on September 3, 2019 at the Chatham-Summit Friends Meetinghouse, 158 Southern Blvd, Chatham, NJ, with Bob McNally leading "Stand by Me." Paul Fisher will lead next month's song.
Amendments to the August minutes were submitted by Mike, Chris and Alan, but the approval of those minutes was tabled until next month.
ROLL CALL
Present: Trustees: Elizabeth Lachowicz, Lois DeRitter, Bob McNally, Dave Heistand, Ken Brody, Allan Kugel, Evelyn McNally; Officers: Paul Fisher, Jay Wilensky, Jean Scully; Committees: Mark Schaffer, Elizabeth Lachowicz, Sandie Reilly, Jay Wilensky, Gary Pratt, Mike Agranoff, Jean Scully, George Otto, Lisa Hallman, John Mahon, Pam Robinson Absent: Todd Dennison, Christine DeLeon, Lindsey Meyer, Mitch Radler, Chris Riemer, Evelyn Maurer, Leigh Walker Guests: Steve Humphreys, Robin Schaffer, Tom Taylor, Lola the Wonder Dog.
MOTIONS MADE
The board agreed to amend the wording of last month's tabled motion on additional funding for Event Hosting ("to allocate $500 to Event Hosting in order to improve the experience, thereby improving attendance and enthusiasm") to say that the funds be used to "sustain and enhance" the program.
The board agreed to expand the Vanguard account allotment for the Getaway from 1.5% to 3% of the balance of the Getaway portion of the account for both weekends held in 2019.
The board opted to table a motion that would change the Vanguard allotments for future Getaways (and UkeFests) starting in 2020.
The board agreed to defer a motion to drop our Workers Comp insurance until the October meeting.
The board agreed to appoint a nominating committee with a minimum of three members, chaired by Mark Schaffer.
The board agreed to institute an ongoing annual donation of $100 to Morristown Green, for each of the next five years.
OLD BUSINESS
Worker’s Comp
Steve Humphreys, past President of FP and a member of the law firm Kelley Drye, gave a presentation on his findings regarding whether FP needs to carry Worker’s Comp insurance. He noted in the beginning that he had not taken a position one way or the other, but would share observations arising out of his research. Steve’s presentation began with the difference between statutory law, created by governments, and the case law (judge-made law) that arises from court cases that rise to the Appellate or Supreme Court level. (Cases decided on the trial court level are not law; they are binding only on the litigants in that case.)
Statutory law is very black-and-white, so case law often arises when a more nuanced approach to an issue arises. Courts also tend to have a conservative bias; i.e., they try to follow established practice and statutes, and generally try not to upset the apple cart. Much of the controversy regarding whether FP needs WC insurance (which has cost us about 20% of our annual profit over the last five years) is whether legally our performers can be considered contractors or employees, which can be decided legally by passing a series of “tests” or questions, which Steve went through as they applied to FP, and answered the Board’s questions. A further consideration is whether changes to our founding documents (Constitution and By-laws) and our adoption of E&O D&O insurance for the board have also cancelled the need for WC insurance to protect board members from personal liability.
Main points: WC is mandatory for employees, not independent contractors; how one determines the difference (which can be a grey area with many considerations); and whether board members are personally liable. Steve’s conclusion was that yes, our performers are independent contractors, and yes, FP officers do bear some exposure if we are sued despite our E&O D&O insurance, but FP would have to defend us unless there was willful misconduct. We are protected, as an all-volunteer organization with no employees, from the need for Worker’s Comp. Moreover, as Tom Taylor pointed out, we don’t act according to possibility, but probability, and the probability of our being hit by a ruinous lawsuit are extremely small. Gary pointed out that there will always be some risk in this as in all endeavors, and Steve noted that we must always attempt to mitigate risk.
Despite a straw poll being taken as to whether the WC insurance should be dropped passed 15 yea, 3 nay, a motion was made to delay the final decision to next month to allow more discussion and for absent members to weigh in.
$500 for Event Hosting
Lois asked that the previous wording of the proposed motion from last month be changed to include the wording that the money should go to “sustain and enhance” the Evenings of Music. Vote was 17 yea, 2 abstained, no nays to change the wording; unanimous in favor of the motion to give the money to Event Hosting.
NEW BUSINESS
Increasing Amount of Endowment to Getaway
Issue is to double the amount given to Getaway from the endowment from 1.5% to 3% for each Getaway for this year only. It was never apparently formalized in a motion, but it was discussed at length and informally agreed to at the special meeting held to approve the move of Getaway to Stony Point. This amount being given to the Fall Getaway would enable them to operate without the corner-cutting that affected the Spring (our first time at Stony Point). George proposed taking 2% of the endowment for each Getaway and 2% for Uke Fest. Pam noted that since Uke Fest was over, she offered her 2% to Getaway instead. Mark noted that his intention was that the money was to come from the general funds, not from the endowment; however, that discussion was tabled until the next meeting. The final motions were worded was that for 2019, 3% of the endowment will go to each Getaway; for years following it will be 2% for each Getaway and 2% for Uke Fest. Both Mark and Robin noted that they wanted 3%, not 2% for years going forward, so that second motion covering after 2019 was tabled. The motion covering the withdrawals for 2019 was passed.
Nominating Committee
George noted that the Nominating Committee must be formed at this meeting in order to meet deadlines. George nominated Mark Schaffer to be head of that committee and do the necessary tasks, including getting an article into the newsletter, as specified in the bylaws. The motion was modified to have a minimum of three people on the committee and was approved.
Audience Etiquette
Jay will table it until next month.
Donation to the Morristown Green
Pam made a motion to make an ongoing yearly donation for the next five years to this hyper-local online magazine, which has been very generous in their coverage of FP events through its main contributor, Kevin Coughlin. Motion passed.
COMMITTEE REPORTS
MUF is reporting that the work on the parking lot is on track to be done by September.
Mark thanked the committee for the motion approving the increased funding.
Pam reported on a very successful Uke Fest, including several bidding wars on instruments. Uke Fest is getting national and international notice from vendors and attenders, including several guests from overseas and from far-flung areas of the US, and a large group of children who arrived by bus and had a wonderful time. She was extremely happy with the event, which although down very slightly in attendance, has been growing steadily in reputation.
TROUBADOUR STAFFING
There are some big shows coming up in September and October which Jean is gearing up for. There was some miscommunication regarding who can park in the gravel lot; it’s not just for folks with an official handicapped placard, but for anyone with mobility issues. If your knee hurts, you can park in the gravel lot; no one is expecting you to schlep from the museum if you’re in pain. There are also people more than willing to shuttle people back to their cars. This issue will hopefully go away as soon as the main lot is completed.
Mark and Jean are working on having a very lean slate of volunteers for the expensive concerts because our margins are very slim for Tom Paxton and Livingston Taylor.
Jean, Jay, Mark and several other FP members went to the viewing and funeral for new FP member Steve Wexler, who passed away very suddenly at the end of August. Steve had planned to attend this very board meeting and was poised to become very involved in the organization. His family asked for donations for only two organizations: his church and Folk Project, and we have received some donations already. Mark is going to speak to his widow, Leslie, to ask if she’d like those donations earmarked for some special purpose, such as a scholarship to Getaway. Jean conveyed to his family that we would welcome them at any event with open arms when they are ready to come. Mark noted that at his funeral, they were showing video of him playing music at SummerSongs and OpenStage, and that we touch a lot of people more than we realize.
SOUND REINFORCEMENT
John repaired a crackling speaker; otherwise all is well. Concert Window is shutting down on 9/16 and a search for a replacement to live-stream our concerts is being led by John Lamb.
Mike has a list of desired mailings to niche publicity outlets that he’d like sent out with approximately six-week lead times. He will send them Lisa and Paul.
ADJOURNMENT
Meeting was adjourned at 10:12 p.m. Next month’s meeting is October 13 at 8 p.m in the Chatham Summit Friends Meetinghouse, 158 Southern Boulevard, Chatham.
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