Newfoundland Club of America Board of Directors Meeting
Teleconference of September 12, 2002
President Tom Broderick called the special Board meeting via teleconference to order at 8:06 pm Eastern time on Thursday, September 12, 2002. The following directors were present: Tom Broderick (TB), Mary Lou Cuddy (MLC), Aura Dean (AD), Jack Dean (JD), Clyde Dunphy (CD), Roger Frey (RF), Joan Gunn (JG), Mary L. Price (MLP), Robin Seaman (RS), Deb Wigal (DW), Beverly Eichel (BE) (ex-officio) and Mary W. Price (MWP), AKC Delegate (ex-officio). Sandee Lovett and Roger Powell were absent, Sandee Lovett due to work and Roger Powell due to difficulties in receiving his e-mail. Steve Britton, Parliamentarian, was also present.
After making the additions to the cover letter, as approved by the Board at the August 27th - September 3rd meeting, the President felt there were some problems with the sentence, “The NCA Board will consider majority votes cast to be binding and will be guided by the vote”.
The President felt he could not sign the cover letter. After reviewing the minutes with the Recording Secretary, the President and Recording Secretary determined that the ballot card and pro commentary were not formally approved. The Board approved the con commentary in sections and then approved the entire con commentary. The pro commentary was approved in sections but the Board never approved the pro commentary is its entirety at the August 27th – September 3rd teleconference meetings. Since the issue was time-sensitive, that is why the President called for the special meeting.
Aura Dean motioned and Robin Seaman seconded to approve the order of business per Article IX, Section 2 of the By-Laws.
There was a brief discussion about what constituted a quorum of the Board and would the quorum hold if a Board member left the meeting. It was agreed that the quorum would hold.
Motion carried. 9 Yes (TB, MLC, AD, CD, JD, RF, MLP, RS, DW); 1 Abstain (JG – I abstain because we have already approved the entire document and we don’t need to go over it again.); (Absent: SL, RP)
The Board considered the pro commentary.
Clyde Dunphy motioned and Deb Wigal seconded to approve the pro commentary as amended at the August 27, 2002 teleconference.
Jack Dean motioned and Robin Seaman seconded to limit discussion on the pro article as outlined in Tom Broderick’s letter (Each Board member will be limited to one minute discussion in the first round and one minute in the second round).
Motion to limit discussion carried unanimously. (Absent: SL, RP)
There was a brief discussion on the fairness of the two commentaries. Were they both presented equally? It was stated again that these commentaries have been approved by the Rescue Prevention Committee (RPC) and the Board.
Motion failed. 5 Yes (MLC, CD, RF, JG, MLP) 5 No (TB, AD, JD, RS, DW) (Absent: SL, RP)
The Board then went on to discuss the formatting of the ballot itself.
Roger Frey motioned and Clyde Dunphy seconded to approve the ballot formatting.
Motion carried unanimously. (Absent: SL, RP)
Robin Seaman motioned and Deb Wigal seconded to reconsider previous action of the Board regarding the approval of the cover letter to the membership as approved at the regular teleconference meeting of the Board on September 3, 2002.
Discussion on the motion followed. Several members felt that this Board has already approved the letter. Other Board members stated that the cover letter should be the very best that the Board can put out to the membership and should be changed.
Clyde Dunphy motioned and Roger Frey seconded to call the question.
Motion to call the question carried unanimously. (Absent: SL, RP)
Motion failed. 5 Yes (TB, AD, JD, RS, DW); 5 No (MLC, CD, RF, JG, MLP); (Absent: SL, RP)
The President proposed changes to the cover letter. A suggestion was made to have the Board sign the letter, since Tom Broderick is not comfortable signing the letter. Steve Britton, acting as parliamentarian, was asked if the President can be forced to sign a document with which he is not comfortable. Steve Britton said that he would research that question. The discussion then turned to whether items could be added to the agenda of a special Board meeting under new business. (Note: Special Board meetings are to be strictly conducted following a published agenda.) It was decided that amending the signature of the cover letter would be an agenda item on the September 19, 2002 teleconference.
Since Board members were not polled on the rationale for their respective votes on the pro commentary, there was a request that the minutes reflect the reasons for each board member’s vote. The motion to approve the pro document had failed. The following are the rationales for that vote.
5 Yes (MLC – we approved each of the changes made and in theory we approved the whole commentary; CD – my perception was that this was approved at a meeting that I did not attend; RF – In my 10 years on the Board, I think this is the most blatant use of executive privilege that I have ever witnessed. It was my understanding that the pro commentary article had been approved as I was instructed to send it the printer for printing and publication and this motion is totally irresponsible and unfair to the membership and the RPC and perpetuates the moratorium on purchasing dogs by those who are against the purchase of Newfoundlands; JG – this is a manipulative effort by those who do not want to see the ballot reach the membership in a timely fashion; MLP); 5 No (TB – we approved the con commentary after the changes and to be consistent with that I had entertained a motion to approve the pro commentary in the same manner and I had voted to be consistent with my votes in the prior meeting pertaining to the pro commentary; AD; JD – I did not approve the pro article as I think it is unfair to have an unbalanced article and I believe the membership deserves an equal and fair presentation rather than having one side force an article that is unsatisfactory and I am really shocked that those who object most strenuously now are the same ones who have no problems blocking revisions of the con article by 5 to 5 votes and are expressing outrage that this has happened to them; RS – I did not approve of the changes before and I am standing by those votes now; DW); (Absent: SL, RP)
Mary L. Price left the meeting at 8:50 pm due to a prior commitment.
Jack Dean motioned and Robin Seaman seconded to adjourn the meeting.
Voting on the motion began. In the midst of the voting, Robin Seaman questioned whether further discussion was possible under the special meeting rules. Voting had to be concluded before anything else could be decided.
Motion carried. 5 Yes (TB, AD, JD – this is an example of what will be the final result when one side or the other uses procedural technicalities rather than address the fundamental issue of fairness; RS – my understanding is that no further new business could be discussed at this meeting; DW); 4 No (MLC – I agree with Roger, we need to tell the RPC and the membership something; CD – we should have continued the meeting and given the committee direction concerning the packet of information to be sent to the membership; RF – I, as chair of the RPC, was looking for a decision from the Board as to who is going to write the final article – the Board or the RPC; JG – we need to discuss what we are going to do with the article and we need to be sensitive to the committee who have been advised that all their work has been approved and is ready to be printed); (Absent: SL, RP, MLP)
The meeting was adjourned at 9:05 pm.
Mary Lou Cuddy