Colorado Native Plant Society
Board Meeting Minutes
Location: Denver, CO
Regis University Library, Tracy Center,Main Level
3333 Regis Blvd. (corner Regis Blvd. & Lowell Blvd.)
December 3, 2016
9:30 a.m. – 12:15 a.m.

Called to Order at 9:40 am by Irene Shonle

Attending: Irene Shonle, Steve Olson, Jessica Smith, Lenore Mitchell, Nannette Kuich, Erica Cooper, Jenny Neale, Steve Popovich, Amy Yager, Mo Ewing, Cecily Mui, Renee Galeano Popp, Jim Tolstrup, Denise Wilson

Attending by phone: Sara Copp Franz, David Julie, Rich Rhoades, Bob Powell

Welcome: Irene Shonle welcomed and thanked the Board for being there, acting in capacity of Board Chair, as dictated by the By-Laws. She said that under the circumstances of co-presidents’ Charlie & Jan Turners’ written resignation, it could be a difficult meeting, and she asked for some ground rules:

1. Be respectful
2. Seek to understand
3. Avoid blame or speculation
4. Allow everyone to speak

Jessica Smith also thanked everyone for being there and stated that she had spoken to most of the Board members present and appreciated the insight, and thought that the issues were not black & white. She added that we have a positive foundation and need to act for the good of the society.

Bob Powell requested that we follow Robert’s Rules of Order.

Steve Povovich felt that this crisis allows us to address critical issues and that he was confident of a positive outcome.

Business

1. VOTE: Irene moved that we have a closed Board session so that we could openly discuss sensitive issues; and then later we could vote the session open and record minutes. Bob Powell seconded the motion, and the motion passed with one vote opposed.
2. VOTE: Irene moved to accept Charlie & Jan, the co-presidents’ resignation. Cecily Mui seconded it. Motion passed, with 2 opposed, and 1 abstained.
3. Jessica Smith had to leave and designated Jenny Neale as her proxy. David Julie, by phone, had to leave and designated Steve Olson as his proxy.
4. VOTE: Irene moved to acquire Director’s & Officer’s Insurance immediately. Amy Yager seconded it. Motion passed with no opposed votes, and 1 abstained.
5. VOTE: Irene moved that we form an immediate Governance Committee,

fill the seats now, which will serve as a Transition Committee, and become the Governance committee, into the future. Renee seconded it. Discussion included these items as the critical issues to address and take action on immediately.

1. Transition the electronic and paper information to the Board.
2. Recruit a new president
3. Obtain Directors & Officers Insurance immediately – Mo will take care of this Monday.
4. Human Resources Policies & Procedures in place as soon as possible with a January deadline
5. Communication of recent events to the membership
6. Take over supervision of contractors
7. Research any legal questions with the Colorado Nonprofit Association

The governance Committee was formed with Irene Shonle, Denise Wilson, Amy Yager, Jim Tolstrup & Jenny Neale. Cecily Mui will help as resource advisor, Mo Ewing as financial advisor, and Steve Popovich as Aquilegia transition manager, if necessary.

Motion passed with one vote opposed, and zero abstained.

6. Discussion was conducted regarding the employment offers, which were sent by email to Linda Smith, Ronda Koski and Jen Bousselot.

Discussion:

1. We should honor employment offers which had already been put in writing
2. A vote was not needed because these letters had already been sent
3. Irene would send a letter to these three recipients of employment latters to the effect that the offers till stand
4. A date to respond would be included – Dec 15th
5. The governance committee should supervise these employees to be
6. We should end up with a more structured organization with clear roles, policies and procedures. These would then be easier to pass along to future Board members.

7. Bob Powell moved that the Marketing & Membership Coordinator position be discontinued. Renee Galeano Popp seconded it.

Discussion:

1. Bob expressed that CoNPS funds should be spent on operations, field seminars, workshops, and plant activities, not administration.
2. Is this position necessary for CoNPS to operate?
3. We can later evaluate the position, as there is a clause included for the right to immediate termination

Motion did not pass with 1 yes vote, and zero abstained.

Adjourned at 12:15. Irene Shonle moved to adjourn, and Jenny Neale seconded. Motion passed unanimously.

Next Board Meetings: A poll with dates for the next Board meeting in January will be sent out in early January.

Absent: Charlie Turner; Jan Turner; Steven Stern; Leo Bruederle (proxy Mo Ewing)