Newfoundland Club of America, Inc. All times Eastern Daylight Time Regular Board of Directors Teleconference Meeting Thursday, October 17, 2019, 8 p.m. US toll number: (530) 881-1212 US toll-free number: (855) 212-0212 Meeting ID: 860-250-452# Meeting wall & Meeting PIN: 1859 https://www.startmeeting.com/wall/860-250-452 Using the (530) 881-1212 telephone number saves the NCA on teleconference expense; please verify your unlimited long distance status. Committee chairperson call in and times: Per arrangements with Donna Thibault, NCA Second Vice-president: Terri Lewin, member, H & L Committee; John O’Neill, chair, and Marylou Zimmerman, member, NCA Steering Committee; Aura Dean, chair, Newf Tide Policy Committee. Agenda 1. Opening Ceremony 1.1. Motion to adopt agenda 1.2. Roll Call 2. Special Order: AKC Delegate’s Report (David Helming) 2.1. . 3. Approval of Minutes: 3.1. Minutes of Regular Meeting - September 19, 2019. 3.2. Minutes of Adjourned Meeting – October 9, 2019. 3.3. Minutes of Annual Membership Meeting - pending 4. President’s Report (John Cornell): 4.1. Answer to question put forward by NCA Arbitration Committee about their liability indemnification through the club insurance carrier. 4.2. 5. First Vice President’s Report (Mary Lou Cuddy): 5.1. Charitable Trust Management Board Report (Separate Cover); 6. Second Vice President’s Report (Donna Thibault): 6.1. See attached report, p.10 & p. 13; 7. Recording Secretary’s Report (Steve Britton): 7.1. Compiled agenda and meeting packet for October 17, 2019, meeting; 7.2. Completed Bulletin Board from September 17, 2019 Board of Directors meeting. 8. Corresponding Secretary’s Report (Pam Rubio) 8.1. Page 1 of 18 For distribution
18
Embed
Newfoundland Club of America, Inc.Oct 17, 2019 · Minutes of Regular Meeting - September 19, 2019. 3.2. Minutes of Adjourned Meeting – October 9, 2019. 3.3. Minutes of Annual Membership
This document is posted to help you gain knowledge. Please leave a comment to let me know what you think about it! Share it to your friends and learn new things together.
Transcript
Newfoundland Club of America, Inc. All times Eastern Daylight Time
6. Second Vice President’s Report (Donna Thibault):
6.1. See attached report, p.10 & p. 13;
7. Recording Secretary’s Report (Steve Britton):
7.1. Compiled agenda and meeting packet for October 17, 2019, meeting;7.2. Completed Bulletin Board from September 17, 2019 Board of Directors meeting.
8. Corresponding Secretary’s Report (Pam Rubio)
8.1.
Page 1 of 18For distribution
9. Treasurer’s Report (Mary L. Price) – pp. 7 – 9.
9.1. Periodic Receipts & Disbursements Report, pp. 7 & 8;9.2. Periodic Balance Sheet Report, p. 9.
10. Immediate Past President’s Report (Pam Saunders)
10.1
11. Standing Committee Reports –
11.1. Mary Lou Cuddy, Membership Chairman – Phone calls with members who did not renew for 2019 – update;
11.2. Sue Marino, Regional Club Liaison, Update on Regional Club Social Media Policy – postponed from July meeting;
11.3. Health & Longevity – proposed Facebook page – Terry Lewin calling in – 9:00 pm, p. 11;
11.4. Technical Resources Advisory Committee:
See letter re: proposed committee change – Lynne Anderson Powell (per Bill Matlock), p. 12;
11.5. Steering Committee – see documents forwarded by ML Zimmerman on behalf of John O’Neill, chair of the Steering Committee. pp. 14 – 16.
12. Special Committees –
12.1. Policy Manual Updates, Donna Thibault, chair; 12.2. Governing Document Committee – Proposed NCA Whistle Blower Policy, p. 17.
13. Executive Session – pp. 18 - 42
13.1 Membership Chairman’s Report, Mary Lou Cuddy – Separate Cover; 13.2 Additional items related to a regional club complaint made by a regional club member - update. 13.3 Follow-up to re-balloting in a regional club election – update – Sue Marino 13.4 Board of Directors Conflict of Interest Statements, pp. 19 - 42
14. Unfinished Business and General Orders
14.1. Breeders Education Committee: Breeders Education/CTMB Survey – (Report back at October 17, 2019 meeting)
14.2. Breeders Education Committee: A request to prepare a Newf Tide article about the AKC Stud Book, and the percentage of Newfoundland litters bred by NCA members.
14.3. The following two motions were referred to the Breeder Education, Breeders List Arbitration Committees (to report back November 15, 2019, F2f meeting.):
Jack Dean moved and Roger Frey seconded that the Board determine the best recommendation to address the contract clause requiring the euthanasia or the return of a puppy to a breeder for a refund after seeking input from the Arbitration, Breeders Education and Breeders List Committees and from an NCA member survey. The motion passed unanimously.
Jack Dean moved and Lynne Anderson-Powell seconded that a Survey Monkey survey be discussed and developed after input is received from the Arbitration, Breeders Education and Breeders List Committees. Input from these committees will be due to the Board by July 4, 2019.
Page 2 of 18For distribution
14.5. Referred to Arbitration Committee (for its input by the November 15, 2019 F2f meeting):
Since good Board governance requires:
detailed knowledge of problems facing breeder members’ contractual obligations, and non-member perception of unfair dealings, and since much of that information can only be provided by the arbitration/mediation/grievance
committee disclosing all the matters that come before it rather than the present status of the board only knowing about the few incidents where
the breeder takes an appeal to the board, the board requires that committee to provide the following information to the NCA board every three months (in executive session) in general and in the following specifics.
For all cases that come before it adapt a numbering system which contains the year the matter began before the committee and a unique case number for ease of further reference and also keep a list of such matters.
a. For completed cases which are closed by the committee, a pdf copy of the following documents
b. Initial complaint letter sent to the committee, c. the initial complaint letter sent to the NCA breeder, d. the Breeder’s response e. the Decision of the committee, f. a memo on the ultimate disposition such as dismissal of complaint and the cause
(refusal of complainant to pursue the matter, acceptance by both parties of the decision, appeal to the board, etc.
The committee can provide any additional information which it feels would be helpful to
the board in understanding the problem presented or suggest changes to the above
procedure. (November 11, 2018 – General Order)
14.6. Redefine DDC Job Description – (See proposal from TRAC)
14.7. TRAC (Committee): Referral of Database updating and reporting process concerns to Technical Resource Advisory Committee (referred 4.10.2017);
That the Technical Resources Advisory Committee research, make recommendations and
provide technical guidance to the Newf Tide Policy Committee relative to existing software
available to produce Newf Tide as an on-line (digital) magazine. Said investigation and
recommendations to include: initial cost investment required; projected live and compatibility
with existing programs utilized for the production of the print version, estimate of time involved
in moving from one platform to the other.
14.8. TRAC (Committee) – Cyber Security Insurance item-for review and recommendation.(postponed until about February 6, 2020 agenda deadline)
14.9. TRAC Committee Projects List – update (Items left open from February 21, 2019 Teleconference – due to non-board action at that time);
14.10. Steering Committee: Collaborative Digital Newf Tide Production Survey (Authorized, August 18, 2016) – referred to Steering Committee – report back by November 15, 2019 F2f meeting.
14.11. Steering Committee: – Comprehensive Strategic Plan (referred 4.10.2017; report back by October 31, 2019 Fall F2f meeting deadline);
14.12. Appoint Advertising and Promotions Committee (Adopted, August 18, 2016; repost position per approved action at October 9, 2019 – adjourned BOD meeting).
14.13. National Specialty Show Coordinating Committee: That the Specialty Show Committee thoroughly review the Specialty Show Guide and include all previous updates for NCA-hosted shows. In addition, a separate volume should be updated and created for the Regional Specialty Guide. These will be due to the Board by the November 2019 face-to-face meeting
Page 3 of 18For distribution
agenda deadline. (Adopted, April 29, 2019) – 2nd Vice-president will follow-up with Specialty Show Committee.
14.14. Develop Guidelines for Meet The Breeds – Regional Club Liaison will follow-up by December 5, 2019 agenda deadline.
14.15. Governing Documents Coordinating Committee: Referred the following to the NCA Governing Documents Committee: To develop a Whistleblower’s Protection.
Rationale: When required to file 990 IRS tax return forms, nonprofit corporations are requested to answer questions regarding the existence of the above-mentioned policies. (postponed to November 15, 2019 F2f meeting)
14.16. Financial Oversight Coordinating Committee: Treasurer’s duties and policies – requesting review by Financial Oversight Committee.
14.17. Referred to Financial Review Committee to report by the February 21, 2019.
1. It is a best fiduciary practice for the board to know what tax returns have been filed in its name and the contents thereof,
2. until my last request, for many years, the NCA Board as a group. has not even seen each year’s federal tax return,
3. nor as of the date of filing of this motion, has the treasurer nor the preparer furnished the board with a copy
4. Since the return is electronically filed as a pdf file, there is no good reason that the treasurer cannot send within a week of filing a pdf copy of the return to all board members.
Therefore, it is moved that each year beginning with the tax year ending December 31, 2017, and for each year after that, the treasurer send out by email a pdf copy to all board members, and also to any NCA member who requests that yearly information be provided. (Referred to Financial Review Committee on January 17, 2018 – to report back on February 21, 2019).
14.18. General Order: Jack Dean move, and Lynne Anderson-Powell seconded that:
“Whereas it appears that:
1. The status of the NCA seal as a copyright or trademark item is uncertain and board members having different impressions of what the law is and how we enforce our rights.
2. The NCA seal has never been registered with federal authorities. 3. There should be some type of competitive bidding on having someone properly register
the NCA Seal. Now, therefore, I move that the board should come up with a plan to find
qualified people and determine what they would charge for doing this as well as other
associated costs. The motion passed unanimously.
14.19. Retired Kennel Name Prefixes. (Lynne Anderson Powell, appointed chair of a Special Committee) Additional Committee members need will be named in time for inclusion in December 6, 2019 board packet deadline to fill out the remainder of the special committee
14.20. Consider giving a copy of the “Distinguished Member” print for X number of dollars in a donation.
14.21. Whereas, Board members need to understand the process of how tax returns are prepared to better fulfill their fiduciary obligation of corporate governance and to show the Board tries to be transparent in financial matters, and,
I want to make my questions as specific as possible so they can be simply answered by an email before our teleconference and not take up time at the teleconference, but in case they are not answered,
Now therefore, I move that;
Page 4 of 18For distribution
1) That the treasurer explain how the income taxes for both the NCA, Inc and the NCA Charitable Trust are prepared in general and with specific reference to whether the treasurer supplies to the accountant:
A). the aggregate data as she categorizes it for various tax categories on the return, or B). all categories contained in the accounting system or C). the raw individual data and lets the accountant categorize the data, or D). does supply both A and B together with the raw data associated by categories, or E). something else and, if so, then please explain what it consists of.
2) Whether the accountant has questioned in any manner the Treasurer’s categorization and, if so, what were those communications?
3) That the treasurer provide copies of the accountant’s engagement letters for both entities.
4) for both the NCA Inc and the NCA Charitable Trust for the last three years, namely the returns labeled for the years beginning in 2015, 2016, and 2017, please tell when, if ever, the federal tax return was shown to the directors listed in the 990 schedule before January 1st, 2019 other than caused by my recent specific request. – assigned to the NCA Treasurer at the October 9, 2019 Adjourned BOD meeting).
14.22. Whereas, there was an examination of the Charitable Trust accounts by Sandy Gabel, CPA, which was referenced in the minutes, but not attached;
Now, Therefore, the Treasurer provide to all board members who request it a copy of that report, and an engagement letter, if one was signed or sent, and the bill provided from which the amount was paid. – Referred to the NCA CTMB through the 1st Vice-president at October 9, 2019 meeting (Assigned to the treasurer at the October 9, 2019 adjourned meeting.)
14.23. I move that the NCA should support each Junior member with a free membership. They
should still have to register as a Junior but not pay a membership fee until they are aged out
as a Junior. (Pam Saunders). Postponed to the February 19, 2020 Regular NCA BOD
meeting)
14.24. Review what is a COI & for whom (general order - postponed to November 15, 2019 F2f
meeting.)
14.25. Assigned the following correspondence to Corresponding Secretary:
Dr. Carol Beuchat, PhD, in an article located in her blog published on her Institute of Canine
Biology website, has used illustrations from the Newfoundland Club of America Illustrated
Guide, presumably without permission of the club. In the illustrated guide, the club claims its
contents are copyright protected.
15. New Business
15.1. Discussion: NCA On-line Sales Tax responsibilities in particular states. (Steve Britton).
Page 5 of 18For distribution
2019 – 2020 NCA Board Member Directory
PresidentJohn Cornell964 Williams Hill Rd Richmond, VT 05477-9623 Cell: 802/363-9333 Email: [email protected]
First Vice President:Mary Lou Cuddy 1660 Burch Rd Granville, NY 12832 Home: 518/496-7377 Cell: 518/496-7377 Email: [email protected]
Second Vice President: Donna Thibault 514 Bassetts Bridge Rd. Mansfield Center, CT 06250 Cell: 860/465-7743 Email: [email protected]
NCA, Inc. 232,769.18 47,274.62 19,475.18 166,019.38
prepared by
Mary L. Price
Treasurer
Page 9 of 18For distribution
October 17 Board meeting
Committee Items –
a. Health & Longevity – proposed Facebook page – Terry Lewin calling in – 9:00 pm b. TRAC – see letter re: proposed committee change – Lynne Anderson Powell
(per Bill Matlock) c. Steering Committee (per John O’Neill)
Page 10 of 18For distribution
H&L Facebook Page
From: Terri Lewin<[email protected]> Sent: Monday, September 23, 2019 11:39 PM To: Donna Thibault <[email protected]> Subject: Asked to contact you, re: H&L project
Hi Donna:
Health and Longevity met tonight and voted to proceed with a project I proposed- a Facebook page for Health and Longevity. As I understand, any new social media projects that fall under the official umbrella of the NCA must be presented to the board? John Cornell advised me to contact you and ask for help arranging a spot on the agenda and call in time to present.
I've been speaking with Marylou about the project for months, it has the approval of Digital Distribution to move forward to board presentation.
Thank you,
Terri Lewin
Page 11 of 18For distribution
Technical Resources Advisory Committee
Date: October 28, 2019 To: The Newfoundland Club of America Board of Directors From: William Matlock, Chairman NCA Technology Resource Advisory Committee Re: NCA Committee Consolidation
Dear BOD,
This memo is to suggest a change to the committee structure of the NCA. We at TRAC feel strongly that the change will provide a more efficient committee that will be more responsive to the needs of the BOD and the NCA as a whole.
The Proposal.
We propose that the TRAC, Digital Distribution, and the Database Operations Committees be combined into one committee.
Justification.
The vast majority of the projects and objectives of the three committees interact with each other and rely on the cooperation and interaction with each other to be completed. Requiring each committee to request required actions of the other to flow up the organizational chain of command to the BOD and then back down creates unneeded delays and wasted effort on all parties involved. The NCA will gain significant efficiencies by streamlining these three committees into one. All the projects/requirement of all the committees will be completed quicker and at less cost.
In addition, and equally important, the NCA BOD will have a more efficient communication structure for the BOD’s directives and budgeting considerations.
If the BOD has any question on this proposal, please feel free to contact me or any member of the committee.
Best Regards
William Matlock, Chairman
Page 12 of 18For distribution
Fw: Information for Steering Discussion at BOD 10/17
Hi Steve, This is what John O'Neill called about, and wanted to get permission from the Board this week. It is resending the previously approved surveys to get some up to date information. Can you get it into the packet? If it's too late, I'll send to the Board members and to Aura.
Donna
From: Marylou Zimmerman <[email protected]>Sent: Monday, October 14, 2019 1:05 PMTo: NCA BOD 2nd VP <[email protected]>Cc: John O'Neill <[email protected]>Subject: Information for Steering Discussion at BOD 10/17
Here is a document that Steering has compiled with data from the last 2 strategic planning surveys. In order to bring the most up-to-date information, and to be able to accurate reflect trends in membership opinions, Steering would like to run a third targeted survey to repeat several questions that specifically deal with Newf Tide. The link to the test survey is attached.
If NewfTide were available electronically would you read it?
2012 2017 Yes, in addition to printed 28.7% 19.9% Yes, instead of printed 11.5% 20.3% No, prefer printed 50.9% 12.6% No response 8.7% 47%
What sections of Newf Tide do you most enjoy reading?
Number of Response(s) Response Ratio
Minutes 93 21.8% Donor Acknowledgements 50 11.7% Specialty Show Results/Reports 203 47.6% Working Event Results/Reports 235 55.1% Health Information/Articles 315 73.9% Training Information/Articles 270 63.3% Historical Articles 232 54.4% Member Profiles 106 24.8% Award Winner Profiles 120 28.1% Photo Contest 215 50.4% Other 30 7.0% Total 426 100%
Page 14 of 18For distribution
Newf Tide costs about $45 per year to publish and print; would you rather raise membership dues as needed to keep printing it, or would you prefer to maintain dues at the current level with an option to pay $45/year for a printed copy of Newf Tide (if an electronic were included in membership dues)?
Number of Response(s) Response Ratio
Raise due to keep printed Newf Tide
108 12.1%
Maintain dues and add a surcharge for printed Newf Tide
291 32.8%
No Responses 487 54.9% Total 886 100%
Are there any sections of Newf Tide you feel you could access more easily online? - 140 Responses Minutes – 47 All of It – 30 None of it – 27 Awards/Results – 8 Health/Training Articles- 6 Event Calendar – 5 Historical Articles- 2 Information Please Section – 1 N/A- don’t read – 14 If Newf Tide Advertising included online promotion and clickable links would you be more or less likely to advertise in Newf Tide?
Number of Response(s) Response Ratio
Yes 97 10.9% No 190 21.4% No Responses 599 67.6% Total 886 100% 85 Comment(s)
Page 15 of 18For distribution
Are there any features that you would like to see added to Newf Tide? – 81 Responses More in-depth articles – any -11
- Breeder education -1 - Grooming- 2 - Training – working Dogs - 3 - Training – general – 3 - Nutrition – 1 - Health – 4 - Seniors – 1 - Therapy Dogs - 1
Pet/family focused articles/Human-interest – 10 Rescue stories and statistics – 8 Antiques/Historical Information/Newf Novelties – 7 Juniors Profiles/Information - 6 Regional Club Information/Articles- 5 Breeder Interviews – 4 Public Relations/Outreach/membership articles – 2 Top 20 Tracking – 2 Commentary from Judges – 2 Classified/puppy sales – 2 Ask The Expert Column - 1 ROM’s – Historical Overview – 1 Frozen Semen Availability/info – 1 Commercial Ads- 1 More Pedigree info (more generations/clearances, etc) – 1 Links to full size photos online- 1 Informal poll on Facebook: What things would make you more likely to advertise in Newf Tide? In Newfoundland Dog Show Majors and Judges Report Theme Issues (stud dogs, working dogs, etc.) 32% Newf Tide mailed to breed judges 30% Discount for ads in multiple issues 20% Ads include social media package 18% Based on your understanding of the objectives of the NCA, rate the importance of publishing NewfTide
Not At All Slightly Moderately Very Extremely 2012 0 3% 19% 41% 37% 2017 1% 3% 26% 44% 26%
Page 16 of 18For distribution
NCA Whistle Blower Policy
The Newfoundland Club of America requires directors, officers, committee members and other
representatives of the Club to observe high standards of business and personal ethics in the conduct of
their duties and responsibilities. As representatives of the Newfoundland Club of America, we must
practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and
regulations.
This Whistleblower Policy is intended to encourage and enable representatives and others to raise serious
concerns internally so that Newfoundland Club of America’s Board of Directors can address and correct
inappropriate conduct and actions. It is the responsibility of all board members, officers, volunteers and
representatives to report concerns about violations of the Newfoundland Club of America’s code of ethics
or suspected violations of law or regulations that govern the Newfoundland Club of America’s operations.
It is contrary to the values of the Newfoundland Club of America for anyone to retaliate against any board
member, officer, representative or volunteer who in good faith, reports an ethics violation, or a suspected
violation of law, such as a complaint of discrimination, or suspected fraud, suspected violation of any
regulation governing the operations of the Newfoundland Club of America. A board member, officer,
representative or volunteer who retaliates against someone who has reported a violation in good faith is
subject to discipline-per the bylaws of the club.
The Newfoundland Club of America’s has an open-door policy and suggests that representatives share
their questions, concerns, suggestions or complaints with the Newfoundland Club of America’s Board of
Directors by filing the complaint in writing to the Recording Secretary of the Newfoundland Club of
America. If the complaint involves the Recording Secretary of the Newfoundland Club the complaint
should be filed with the President of the Newfoundland Club of America. The complaint will be handled,
in executive session, by the Board of Directors. If the complaint is regarding any member of the Board of
Directors that will be asked to step away from the meeting during discussion of such complaint.
The Newfoundland Club of America’s Board of Directors is responsible for ensuring that all complaints
about unethical or illegal conduct are investigated and resolved. If the complaint involves a financial
situation the Newfoundland Club of America’s Board of Directors will act swiftly to protect the finances of
the Newfoundland of America which may include the Finance Committee, internal audit, freezing of
accounts etc. until the matter is resolved.
Anyone filing a written complaint concerning a violation or suspected violation must be acting in good
faith and have reasonable grounds for believing the information disclosed indicates a violation. Any
allegations that prove not to be substantiated and which prove to have been made maliciously or
knowingly to be false will be viewed as a serious disciplinary offense.
Reports of violations or suspected violations will be kept confidential to the extent possible, consistent
with the need to conduct an adequate investigation.
The Newfoundland Club of America’s Recording Secretary (or President) will notify the person who
submitted a complaint and acknowledge receipt of the reported violation or suspected violation. All
reports will be promptly investigated and appropriate corrective action will be taken if warranted by the
investigation.
The Newfoundland Club of America’s Whistle Blower Policy approved by the Board of Directors on