MASWCD MINUTES

Conference Call

November 24, 2008

Present

Fred Feldmann, President

Steve Oetting, Past President

Bruce Biermann, Area I

Steve Radcliff, Area II

Not Present

 

Kenny Lovelace, Area III

Beverly Dometrorch, Area IV

 

 

George Engelbach, Area V

Marie Iiams, Area VI

Sharon Gifford, Area VII

 

Harry Robbins, Area VIII

Peggy Lemons, Executive Director David Dix, Treasurer

 

 

 

President Fred Feldmann welcomed everyone to the call at 8:00 p.m. and established a quorum.  This is a special meeting called to discuss the letter from the parliamentarian and legal representation at Tan-Tar-A.  A motion was made by Steve Oetting to approve the agenda.  George Engelbach seconded the motion.  Vote was 9-0 by roll call with President Feldmann not voting.

 

The letter received from the parliamentarian indicated reservations about the proposed bylaw changes and the need to do a complete revision.  Steve Radcliff stated he had talked with Ms. Margason on Friday and there seemed to be no problem with taking the proposed changes to the full body.  He stated her concerns seemed to deal more with representation and the ability of the president to vote.  The last paragraph of the letter states the need to look at a complete revision of the bylaws.

 

A motion was made by Steve Radcliff to present the proposed bylaw changes as mailed out.  Kenny Lovelace seconded the motion.  Vote on the motion was 6 yes and 3 no from roll call vote as follows with President Feldmann not voting:  Bruce Biermann – yes, Steve Radcliff – yes, Kenny Lovelace – yes, Beverly Dometrorch – yes, George Engelbach – no, Marie Iiams – no, Sharon Gifford – yes, Steve Huber – yes, Steve Oetting – no. 

A motion was made by George Engelbach to put the parliamentarian’s letter in front of the body at some tie as proposal is discussed by Ms. Margason.  Marie Iiams seconded this motion.  Motion carried with a unanimous vote by roll call with President Feldmann not voting.

 

Legal representation for the Business Meeting was discussed.  Since there were so many changes proposed some felt it was needed to keep the Association from running contrary to state statute.  Beverly Dometrorch asked if copies of the state statutes would be available for the attendees.  Steve Radcliff asked who the attorney they had in mind is.  George Engelbach responded with David Klarich, attorney and former legislator when he served in the Legislature.  Beverly Dometrorch stated can we not get someone who was not a former legislator.  Marie Iiams stated she thought it was a good idea for legal representation.  In response to Steve Radcliff’s question about a relationship of George Engelbach and the attorney, George Engelbach stated he did not have a tie to the attorney other than having served with him in the legislature.

 

Steve Oetting stated he felt we needed a plan to solve the split in the Board and he needed approval to do this and needed legal counsel to help.  It was questioned what is the total cost.  His response was what is the Association worth.  Steve Radcliff stated he felt the split came when everyone lost trust in Bill Foster.  He stated he asked a question about the amount of the reserve fund and felt he was not told a truthful answer when Bill Foster responded with $34,000 instead of $34 million.  Beverly Dometrorch stated she felt he didn’t like to be questioned and when questioned would get loud and change the subject.  She stated it didn’t seem to matter what we think.

 

Fred Feldmann stated the entire Board needed to support the decision of the Board.  Marie Iiams made a motion to take Steve Oetting’s suggestion and have legal representation at Tan-Tar-A.  George Engelbach seconded the motion.  Bruce Biermann stated he saw nothing wrong with having an attorney there, but there a lot of legal counsels out there and trying to find one who somebody doesn’t know would be difficult.  He indicated maybe we could get an opinion and even a second opinion if necessary.  Sharon Gifford stated it would be very seldom to find two attorneys that agreed.  George Engelbach indicated this attorney had made a commitment for 2 days at the conference and it was a little late to find someone else.

 

Sharon Gifford asked Steve Oetting if he planned to meet with the attorney prior to the conference.  He indicated possibly.  Marie Iiams stated she wanted to amend her motion to include the cost for pre-conference work.  George Engelbach agreed.  Bruce Biermann asked if everyone would feel more comfortable to set a maximum amount of $1000.  Marie Iiams and George Engelbach both agreed to include that in the motion.  Vote on the motion failed with a vote of 4 yes and 5 no from roll call vote with President Feldmann not voting.  Bruce Biermann – yes, Steve Radcliff – no, Kenny Lovelace – no, Beverly Dometrorch – no, George Engelbach – yes, Marie Iiams – yes, Sharon Gifford – no, Steve Huber – no, Steve Oetting – yes.

 

President Feldmann stated he wanted to make an executive decision to have the legal counsel present.  Steve Radcliff stated he couldn’t make an executive decision.  Steve Oetting asked if any of the Board had an objection to him contacting an attorney for advice if no funds from MASWCD were used.  Sharon Gifford and Steve Radcliff both responded that they had an objection to that. 

 

It was decided there was a need for the Board to have more meeting time at the conference and would plan to meet Monday evening following the Opening Session.

 

David Dix asked about the internal audit.  George Engelbach stated he felt it should be done prior to the Business Meeting so the results could be reported at the meeting.

 

Motion for adjournment made by George Engelbach.  Conference call adjourned at 9:15 p.m. 

 

 

 

Respectfully submitted,             

 

                                                             Peggy Lemons, Executive Director

                                   

 

 

                                               

Fred Feldmann, President