CR/PWS Marketing Association Board of Directors Meeting October 28, 2014 5:00 pm Teleconference & CDFU Office in Cordova DIAL-IN INFO: 800-791-2345 PIN: 28095 ROLL CALL 5/24/14 5/31/14 8/9/14 8/30/14 10/11/14 10/28/14 Mike Mickelson (P) P P E E P P Micah Ess (T) P E P P U U hawn Gilman P P P P P P Bill Bailey E E P P P P Derek Blake P E E P U U Bill Myers (VP) P P P P P P eff Olsen E U P P P P Paul Owecke E U P P U U Rich Wheeler P P P P P P Bob Smith P P P MINUTES A. Intro: P = PRESENT E = EXCUSED U = UNEXCUSED ABSENCE 1. Call to Order: 5:10 PM Public Attendance: Thea Thomas, Robert Beedle, Bill Lindow, Danny Carpenter Staff: Chelsea Haisman 2. Approval of Agenda: Bill Bailey- Motions Bob Smith - Seconds the motion Discussion Public Comment: Bill Lindow asks if there will be a time for public comment Mike Mickelson first thing Bill Bailey motions to approve agenda Bob Smith - seconds 3. Approval of 8/30/14 minutes Jeff Olsen moves to approve amended minutes Bill Bailey - seconds Discussion Mike Mickelson Comments that we would need another motion for the other set of minutes.
Jeff Olsen Comments that we need to discuss one meeting at a time. Amendments Bob Smith Clarifies that there was a big issue with #2, election to terminate seafood development tax Shawn Gilman We need notice of election to get out in time and the State may have confused Staff Bob Smith minor issue on minutes 8/30, disagreed with statement of majority dissatisfied change to members dissatisfied Bill Myer arrived 5:15 Bob Smith Motions to approve minutes with amended statement, Minutes pass Unanimously 4. Mike Mickelson asks for motion for Oct. 11 Meeting Shawn Gilman motions Bob Smith seconds Discussion Bob Smith issue with #6, Bob comments policy says anything in excess of 5,000, goes back to Board Change POS to 14K over budget, we went over budget about 14K dollars Sean Gilman Agrees, At the finance committee, there was no argument we went over budget that far Mike Mickelson asks for any other changes Sean Gilman comments on the motion for finances, that he had made a motion to put out request for anyone interested in picking up the books, backed off needing that, delete local CPA Mike Mickelson calls for vote, No opposition, minutes pass unanimously. Mike Mickelson asks about meetings from the emergency meeting Chelsea Haisman it was not in the agenda I was given, so it s not in the packet B. Public Comments and/or Appearances Bill Lindow I received a letter about being elected and needed bylaw changes Asks about why the changes, and asks for an opportunity to speak during agenda item bylaws Bill Bailey agrees audience can speak during bylaw section in agenda Danny Carpenter Like to make a brief comment, I ve been hearing various things about bylaws and that the recently elected board may not be seated until next season, might be misinformed. Strongly encourage the organization to work with, encourage those serving to do as much as they can do about the available history and not make missteps. Bob Smith asks to interject.
Bill Bailey asks him to wait Bob Smith continues, would like to say nobody is trying to keep anybody off the Board Danny Carpenter -- finishes that he is concerned so that we won t drop the ball between now and next Spring. Thea Thomas comments that she s on teleconference, and that she s been informed about the bylaw changes. She will comment when bylaws are discussed. This meeting should be when we seat new members, it was a valid election. Mike Mickelson agrees Thea can comment during bylaws discussion C. Quality Committee 1. Robert Beedle s RSW Project Robert Beedle - Introduction about his project to install RSW system, his season was a tale of woes, not having time to complete the project. Would like an extension of time, extend to 2015, he has time now to complete the work in the off season. He s spent $3800 on parts, the extra time allows for cleaner installation. Asks the board to extend. It would be running at the beginning of next season, the project is a good idea, will go forward, asks for contract extension. Mike Mickelson asks for comments. Bill Bailey He has no problem with it, wants report before 2015 Annual Meeting to show fleet. Robert Beedle comments that the equipment took longer to arrive than anticipated Patti Kallander (public) arrives at 5:30 p.m. Shawn Gilman: no copy of the contract in front of him, hard to vote to extend, could send it out to the rest of the fleet? Jeff Bailey (public) arrives. Robert Beedle: I m not reinventing the wheel, could send more out to the fleet too. Good idea to increase boats, more development. James Mykland calls in at 5:35 Bill Bailey Before we put more contracts out, we need to clear this one up. Mike Mickelson I m with Shawn, need a couple people. I support Robert s extension. Good to get a report before the season, open up to more boats. Jeff Olsen other guys can speak to this: Ian and Dan Bilderback, let s see how Robert s system does first. Bill Myer Let s see how Robert s goes. Will it work to finish in April? Robert Beedle Yes, I ve got the equipment now. Shawn Gilman motion to extend RSW finish date to April Bill Bailey can we set a date? Shawn Gilman April 30
Bill Meyer or before Shawn Gilman installed by April, we can t go one more year this way. Shawn Gilman move to extend contract with installation date no later than April 30, 2015. Bill Bailey second Bill Myer Calls to question Vote as follows: MM: Aye, BB: Aye, BM: Aye, JO: Aye, RW: Aye, BS: Aye Motion carries unanimously D. Surveillance Camera Discussion Mike Mickelson Don t know if we need a surveillance camera Bill Bailey Not in favor Mike Mickelson asks how many are in favor? Mike Mickelson Hearing no support, agree to move on. Further comment? No further comment E. President s Resignation Summary: Letter submitted for Mike s resignation Bob Smith: Asks Mike to wait until after bylaw discussion; it would change candidates Mike Mickelson: agrees to switch discussion of bylaws with resignation letter. F. Bylaw Committee Update by Bob Smith we were discussing changes to bylaws in order for CR/PWS MA to stay, when bylaw committee met, what s happened is that procedures have not been followed properly in May 2013. We need at least 30-days notice to members to change bylaws, we did not find any evidence of that happening. Mike Mickelson comments that in his time on board, since November 2012, there were no letters sent. Bob Smith Some bylaws say 2012, some say 2013. In our meeting, we could not find evidence of bylaws properly changed in 2005, 2008, 2012, and 2013. 2005 is original signed in ink in book. We could not find anywhere the letters had not been sent. Burden of proof is on the association. No one can remember, so the opinion at the time is that valid bylaws are the original bylaws. Original said elected in fall, seated in Spring We are going to mail amendments to membership. Now we have a letter from Beth found from 2010, don t know where proof of mailing is. Shawn Gilman It is imperative to seat the new board as quickly as legally possible. I wasn t on the committee. New evidence is great, the Board wants to seat the new Board quickly. Bill Lindow I came to the office earlier today, looked in the minutes
because of rumors. I found the letter from Beth to members dated June 8, 2010, and a packet from the board meeting. It was approved at the July 28, 2010 meeting. If there s not evidence it was mailed, can we use this as evidence? Why not, if we have it? A total of 15 amendments should be valid, included is changing of seating of newly elected Board members. Someone needs to go through other minutes, look for other changes and evidence. Bill Lindow Since this letter went out, we can t be seated now. Asks Board to plan another meeting as soon as possible and go through the minutes, look through newsletters to check these things. Bill Myer We can verify mailings by looking at the books for the printer, some record of mailing. If that bill was paid, it was done. Thea Thomas This occurred 4 years ago, as a member of the board at the time, we were fully aware and took bylaw changes very seriously. We waiting until there were multiple changes to be made to send the letter. It s a serious matter. Per Nolan I can speak to bylaw changes in 2012, some on that board were on board since the beginning. I never got notified, it was made by the same people, would assume that since the last change was improper, brings into question validity. Check with printer, it needs to have been mailed. Mike Mickelson Most important to verify the 2010 changes. Shawn Gilman No board is perfect, would be good to find. Can we move on to find common ground to establish that it was done? Bob Smith I don t have an issue with seating the new board. I do have an issue with improperly amended bylaws. Per Nolan Beth was at the meeting, it was during the transition between Beth and Kim. Bob Smith Thanks Per, for coming to the meeting. We need to do work on our bylaws and go from there. Mike Mickelson call Beth, look through Beth s computer. We need to go through the register to check which costs are there. Verify inconsistencies, but with the 2010 evidence, it allows us to seat the new Board. Shawn Gilman legal opinion was to do changes properly or they don t stand. Bill Lindow Looking at the 2013 version, 13.2 amendments Notice shall be given in writing by Secretary or designee does not prohibit the organization to include these in a newsletter. Per Nolan for the newsletter, there are 2 per year. It depends when the newsletter was sent, when the motion was made. Newsletters are on the top shelf in a binder. It is a legal form, it was part of our investigation. Danny Carpenter I m concerned that we move forward, we all want to do the right thing, I encourage you to work through an attorney (Foraker), to straighten this out. Splitting hairs trying to find this. What does being in writing mean legally? When we made bylaw changes in 2010, it was used as a club against a petition. Mail was sent during the season, it s easy to miss mail during fishing. Board needs to look for help to straighten out the mess and start moving forward, to deal with having no ED and the petition.
Mike Mickelson We have to find it..with new information, they can t help us until they have the whole story either. Thea Thomas I don t know how you think you ll find evidence, letters copied in house, labeled in house, we sent things the old-fashioned way in the office. I don t think you ll find evidence. Not sure about 2013, but I know 2010 was done correctly. We have enough evidence with this letter to proceed. Shawn Gilman It s tough to balance the actions of board, I don t remember. I don t think the board has always followed policy, that s why we did what we did, need to follow through with letter. If new evidence pops up, there should be a postage bill. Not trying to keep the new board off. We do need to follow through with this letter to seat the Board timely. 15 days until we can seat the new board. Mike Mickelson that s slightly incorrect, 30 day notice to membership, not 15 days. I directed Chelsea not to send the letter today. Bob Smith Our hang up is, what is a valid change, what was not? Burden of proof is on our association to do due diligence to make sure they are valid changes. How do you know what s valid evidence or not? Bill Lindow If you were in Court, could go further or you could say we feel this was sent the intent was there Jeff Bailey agree with intent Bill Lindow you have some latitude, but if you act with proper intent, it looks like the 6/2010 letter probably went out. Jeff Bailey Bill Lindow was able to find documents and find intent that changes were properly amended. If there are problems, bring in Foraker and have discussions, but it s not in our best interest to bog down with this. It s not a good use of the Board s time. Shawn Gilman agrees, poor use of time, but legal advice said we can t ignore it and wait 30 days. We could motion to ignore the bylaws and proceed as we wish. Bob Smith reads 6-8-10 letter from Beth Poole to members Bob Smith makes a motion to accept the June 8, 2010 letter as provisional proof that bylaws were properly followed and seat members tonight Bill Bailey second Discussion Notify everyone what s gone on, so we can move on from there. Bill Myer call to question Votes as follows: BS Aye, BB Aye, JO Aye, SG Aye, BM Aye, MM absent-, RW absentwaiting for quorum Per Nolan Did you find anything in minutes? Bill Lindow it was in the packet, we need to have proper minutes in the future. Bob Smith bylaw changes were not in the minutes Jeff Bailey We spent 2 years writing these bylaws, need to keep focus, clean up the problems that have been created. Richard Wheeler calls back in, quorum established, votes Aye on motion. Motion carries
Shawn Gilman motion to seat new board Bill Bailey second Vote as follows BS Aye, BB Aye, SG Aye, JO Aye, RW Aye All in favor, motion carries Shawn Gilman Would like to speak to new board members, encourage all to move forward, remember what the petition is about. Have a duty to act accordingly and show what we are doing New Board: Mike Mickelson, Bill Lindow, Jeff Olsen, Per Nolan, Dennis Zadra, Thea Thomas, Jeff Bailey, Susan Harvey, Shawn Gilman, Bob Smith Discussion: Bill Bailey new board members haven t seen applications for ED Jeff Bailey I have experience with hiring Bill Bailey need to get copies to new Board members, I want to stick around to get a new ED hired. Jeff Bailey would like a copy G. Executive Director Search: 1. Discussion A. Bill Bailey new board members haven t seen applications for ED Jeff Bailey I have experience with hiring Bill Bailey need to get copies to new Board members, I want to stick around to get a new ED hired. Jeff Bailey would like a copy Update current Board was supposed to read candidate resumes, 9 total. Shawn Gilman originally 21 candidates, could be given to board members. Obvious non-fits for job: drill instructors, mechanics, etc. Top 10 were impressive, there s quality there. Fit job description. Thea Thomas What are the criteria? Bill Lindow what is the process? Have the 9 people been told they are still in the running? Bill Bailey we decided not to pick an ED yet since the new board would working with the new ED. We need to do it as soon as possible. Thea Thomas Suggests Chelsea call references, set up phone interviews Bill Bailey should continue to narrow it down first, could take some out of the running. Shawn Gilman Had it narrowed down to 5, but wanted to compare notes with other Board members. Jeff Bailey In town for 2 weeks, can read through
resumes. Can we move at a faster pace and get this going? Shawn Gilman do a poll to narrow down to 5 or 6. Chelsea can make calls to top picks, get serious before the middle of November. Bill Lindow Get the new members involved in the process, narrow down those to bring to Cordova for interviews, add me to committee. Chelsea to send out information about how to hire and ED and the ED job description. Bill Lindow set up a meeting for search committee H. In State Marketing 1. Update by Shawn Gilman -- Board of Fisheries meetings in December, it s a good place to get our name in there. There s a new, co-sponsored event, Welcome Banquet Bill Bailey check this in our bylaws Sean Gilman Good in-state marketing to highlight our industry, but take it off the agenda Bill Lindow bring it back later to revisit it. I. Budget/Audit Update 1. Update by Per Nolan No paperwork with him in Anchorage, can t speak to numbers. A few recommendations, small committee, needs work, much carry-over for next year. No hurry to pass budget immediately. Membership input through survey for project proposal. Table item until next meeting Thea Thomas The document is the FY15 draft budget Per Nolan It s had major revisions, need to establish budget at next meeting. Thea Thomas we had a committee meeting talking about FY 15 draft, are we going to circulate it to the Board? Shawn Gilman Board to come back with recommendations, let s move on. Jeff Bailey Can we get it before the next meeting? Bob Smith Can that document be made available? Per Nolan we can get that out Thursday, re-copy what Thea has Thea Thomas asks who is on committee Bob Smith and Per. No one else stepped up. Numbers are the same as proposed, but there are more recommendations or we will have a small budget next year. Audit: Does the State have a deadline? What year? To be discussed at next meeting. J. Bering Coal Letter 1. Update Land up for sale in Carbon Mountain region, could be sold to US, would prevent future development of coal removal in the area. We are at the western edge of one of the largest coal deposits,
could be gas deposits in area as well. Support Carbon Mt, but not specific to all developments. Chelsea to e-mail copy of letter to new Board members, table discussion until next meeting. K. Next meeting Wednesday, November 5 th, 2014 at 5:30 pm Proposed Agenda: Election of New Officers Review ED Applicants Bering River Letter Budget/Audit report L. Closing Comments Bill Lindow Thanks for service of previous Board, questions provisional in motion about letter. Danny showed me minutes with Beth s statement. Will meet with Chelsea about policies/ed, etc. Thea Thomas We should then go back, accept bylaws as of June 8, 2010/July 28, 2010, and go from there. Jeff Bailey Agree, Need to choose a point. We may discover more information that shows we might not be so far off track. This may have been a big reason behind the petition, why I m here. Need to get back on track to marketing Copper River Salmon. Per Nolan Good opportunity here, lots to work with, new blood. We used to have a binder with RSDA statutes, bylaws, policy, financial, have print copies. Digital is a detriment to being prepared. Election staff Ruth Steele did an excellent job. Shawn Gilman welcome to our new board, appreciate the involvement. Don t want to discount the fleet disgruntlement. Bob Smith Need to record meetings, start at next meeting. Need to amend bylaws. Thea Thomas motion to adjourn Bill Bailey second Motion carries unanimously Meeting adjourned 7:34 pm.