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TFG Board of Directors - Board Retreat - 2/19-20/99 Minutes



February 19, 1999

Directors Present: Andrea Warchaizer, Curtis Milton, Tom Southworth, Rudy Christian, Chris Madigan,Tim Chauvin, Sandy Bennett, John McFarland (Fri-10:00 a.m.), Sandy Bennett

Others Present
Will Beemer, ED, Joel McCarty, ED, Ken Rower Publications (Fri-10:00 a.m.), Janice and Brian Wormington (Sat-2:00 p.m.)

Meeting opened - 8:45 a.m. Fri
All present with the sad exception of MacFarland and Rower, both expected.

General discussion introduced by AW: how will the Board's role change now that we have a staff?

Review line by line the handout from the ASAE.

Real job of the Board is to be the membership in the organization's relationship with members and the outside world.

General discussion of the board's relationship with the ED's: what's the difference between governance and management? See title for booklet #5

Let's agree that the proper role for the board is active, not reactive, policy not management.

Board to Propose, Staff to Dispose. And the crank calls should go to the president of the Board. Consciously start to pull together a policy manual, operator's manual, director's guide. SOP's for the SOB's. Accretion of policy.

Diverse discussion about the fiduciary responsibilities of the BoD. Prudent oversight.

Ok to post budget on the web page.

General discussion about composition of the board now and in the future as it relates to access to money centers. What about educators? Don't lose sight of the fact that half of our members describe themselves as non-timber framers. Hold this discussion until we get to committees.

This is a radical thought (introduced by AW): Every board member should think along the lines of "I was worth $3000 to the TFG this year." This boat did not float. The point really is that the Board has to be financially responsible.

Would you be willing to call one new member and one old member every month? Of course. Joel will organize this for the Board. Every new member is to get a call. Joel will organize this. Talking point list, discuss with Chris Madigan. Some directors will take on more calls than others. AW fewer. This is a policy item.

The arrival of MacFarland and Rower was transformed into an excuse for a break.

Board members are representatives of the organization. And present a unity of purpose to the membership and public. Not to limit the representation of the group by the ED's.

On to committee structures:
General discussion of the notion of having a standing committee structure versus an ad hoc situation. Inclination is to adopt the ad hoc approach.

Exec committee proposal from AW, Board Chair, Vice Chair Treasurer and Clerk: Terminology to replace existing structure and reflect the new leadership. This stimulates a lively discussion about where we want to head and how it can accurately reflect the brave new world of TFG administration.

What do we do at events? and who is the face? What do the words mean?

Discuss and nominations for Exec committee. A very lively and engaging discussion ensued, resulting in the form of President Warchaizer, Vice President Christian, Treasurer Madigan and Clerk Southworth

It was decided that the board is the interpreter of the by laws, and in this particular case, Milton is appointed to serve until the next election, as opposed to serving until the next business meeting. This recognizes that a) the BoD interprets the minutes outside of the business meeting, b) the bylaw language is a little sloppy c) the bylaws represent the membership to the Board.

Formation of the core of the nominating committee MacFarland, Palmer, Warchaizer ex-officio officio.

They will leave undecided the issue of the size of the slate, for the moment. Report a recommendation on the slate size . . . by the next call

Duties of the Pub Committee would include the solicitation of articles, the availability for editorial discussion, review (and necessary periodic revision) of the existing documents. Regular review of Scantlings will continue to be offered to all board members, electronically.

KR will more actively interface with the standing committee, Chris, Andrea, Susan Witter and Ken R, with the possible help from Janice Wormington.

Fundraising/Ways and Means committee, under the direction of Bennett and Milton, additional suspects to be identified by these two.

We are encouraged to involve non-board members in all these committee assignments and events.

It was suggested and accepted that education and events committees be episodic or event specific in the ad hoc model. No need for a standing committee.

All board members are to be membership committee members!

Adjourn for lunch, and hand the minute baton to John MacFarland. Submitted, Joel McCarty


1:30 pm - reconvene after lunch break

CM: Do we need a PR/Marketing Committee? Joel is preparing a press kit including other marketing material, consensus was that no committee is needed at this time.

KR suggests that we start developing a publicist search to be prepared for our next big events. TS responds that Winter Associates charges $80/hr. CM suggests that we might be better served by finding someone in the local area of the event for the best exposure.

TS begins the discussion regarding the ED positions. To include the following:

  1. ED Employment Agreements
  2. ED Job Descriptions
  3. Methods of Evaluation
There was a discussion regarding the terminology of the agreement and general consensus that we would need separate agreements for each position. CM asked whether the ED's would have the ability to hire? TS replied that we would probably have to rewrite the agreements if another person came on. RC asked how we got to 2 ED's and a brief update followed. Will would be responsible for Education and Operations and Joel would be responsible for Publications and Development. AW asked about hours and what does full time mean? SB asked if we could compensate for accomplishing more rather than hours. TS felt that compensation time was okay. RC stated that compensation time shouldn't leave the office uncovered though. TC stated that we should have hours per week and/or goals accomplished. General discussion followed regarding what full time meant and how ED's energy should be focused. We then discussed what our policy should be concerning taking leave of absence for taking on other outside projects versus the Guild charging for the ED's doing design and/or education work. Will to develop a % figure for his leaves of absence.

The following specific comments were made regarding the agreement as presented:

TERM, NATURE AND REVIEW
delete comment at top of pg 2 ("with BOD agreement... ")
delete entire sentence stating "in the NE area"

COMPENSATION
add "full time" (RC)
delete "in no event"
delete "following the annual performance review"
delete "qualified pension plan"

After general discussion regarding vacations and holidays, it was decided that the following would apply: 3 weeks vacation each, no paid holidays and all vacations and leaves of absence to be nonconcurrent.

After general discussion regarding family vs. single medical policies, it was decided that separate benefits packages would be attached to each agreement and in addition the Guild would contribute up to $3,000 for each ED's IRA account (I believe this referred to an IRA contribution though my notes aren't clear- JM).

BUSINESS EXPENSES
delete "and participation in ..."
delete "request" and "require" from ED spouse attend and replace with "encourage"
delete spouse travel expense
add reimburse for spouse con fees and room & board

CANCELLATION
discussion regarding the length of notice being 3 months and the decision was made to leave it in (see 2nd paragraph, 1st sentence).
On agreement page 4, add the word "office" before the word equipment in the 6th line and delete the end of that sentence starting with "and to maintain..."

SUCCESSORS
reword "in the event of the dissolution of the association..."

ACTION TAKEN- motion was made by CM to accept employment agreement as revised, seconded by JM. Motion passed 9-0-0

Break from 3:40 to 4:00 REVIEW OF JOB DESCRIPTIONS
After review of Joel and Will's description of their responsibilities, it was decided to move item 2b (assist with the negotiation of the contract with each facility setting rates for seminar facilities, equipment, meals and lodging requests) and item 2k (research conference facilities as potential conference sites of future conferences) from Will's responsibility to Joel's responsibility. And to delete item 10c (organization of Committees & volunteer network).

There was a general discussion of what Will and Joel are doing now. TS asked how can you (the ED's) do a better job? How are you (the ED's) keeping up with your work load especially with 2 conferences and 2 events coming up? And how can we look back in 6 months and review your performance?

The Board and the ED's talked about the possible use of monthly evaluation reports, time cards and status reports on various programs. Feedback was requested for proposals for next month's Exec committee meeting, with the Exec committee to evaluate. The next Exec committee meeting was set for a conference call on 3/9/99 at 7:30 pm est.

GUILD'S GOALS FOR 1999
Fall Conference - Oct 29-31, Fairlee, VT

RC - a smooth transition to new regime with monthly communication to members (perhaps a special letter from BOD to members explaining what is happening) and identification of staff needs and requirements.

CM - Do we need an additional full time staff person?
SB - Why can't we do Sharon's job with 2 people now to do her work?
TS - Will and Joel to handle all of Sharon's work and if they need help then they have to convince BOD of their need and why.
RC - we will need to fill up the workshops AW - Possibly Will could evaluate Joel and visa-versa
RC - Why, in the latest Scantling's, is there is no mention of TTRAG.
AW - Should we do a resource guide?

Upcoming Calendar
TTRAG
Project Horizon
Whistler
AVISTA
Heartwood TF Workshops
Folklife/Smithsonian Festival

KR - Should we sell an additional page of color ads?
JP - If we have an opportunity for Will & Joel to get out a joinery book on CD-Rom and make money, then we should hire a secretary and just expect a deficit.
WB - Eastern Conference should be a major goal.
JP & CM - Our members have told us what they want from us on the pink response cards.
AW - If workshops are requested, how about a 2 day pre-conference workshop, intro or advanced?
TC - Workshops in Texas are filled, Why not here? Also ask companies to put notice of the 99 Fall conference on their web sites with possible link back to the TF Guild web site.

There followed a general discussion regarding the use of the TF Guild logo. Which lead to a discussion regarding the relationship between the TFBC, the Guild and TTRAG.

AW - What about a possible TTRAG sponsored workshop perhaps a Sobon/Carlon workshop at Heartwood? Or perhaps a TTRAG workshop at the Eastern Conference (documentation of an old TF or preserving local building heritage).
TC - How about using the last page in Timber Framing as a special feature page (Great moments in TF History)?
AW - Perhaps we could present Guild history and events as over 50% of our members have been with us less then 3 years.
CM - We could use a 15 min. historical intro for the slide show
TC - How about a Guild calendar thru the year 2000 showing our upcoming projects.
RC - Xmas shopping thru our Guild web site.
CM - We could offer a free workshop with a 5 yr membership.
CM - We could offer other cultural TF workshops, German, Japanese, English.
TC - We could list in Scantlings people who have signed up for extended memberships (5 yr, 10 yr, Lifer's?).
TS - How about an Eastern Conference Challenge (outhouse?), 3 person crew with highest bid determining the winner

6:45 PM - adjourn for dinner
8:00 pm - reconvene

AW - We will break out into working groups to deal with the following issues - Bylaws - term limits, use of Guild logo, election/appointments, article 10, 5 of voters needed
Web Site - use of, possibilities
Inquiry Response - come up with a standard response form
Brochure - custom inserts, 6 month calendar, perhaps a 3 tier approach (cheap, current brochure, high end for sponsors)

Bylaws group presented an overview of the items that JM & AW went over. They will massage and present to full board with a timeframe of being ready for discussion at Whistler with changes adopted in time for June publication of directory.

Web Site group felt the site was in good shape with the possible future addition of some books or other items for sale.

Brochure group returned with a plan for 3 different items, an updated brochure based on current brochure, a "Do Join Us" style brochure and a single sheet style with upcoming events. The single sheet style could have specific info on one side and project info on the other. KR stated that he felt using a "People's Choice Award" picture for a front cover made sense as it would be feedback from a larger group as to what it liked.

Workshop Policies group came back with an intent to change the wording on item #5 and to add an item #9 (Stipends and costs should be borne by the recipient organization). Meeting Adjourned 10:00 pm Friday