EPIC Board Meeting - June 2005

CDBG = Community Development Block Grant
EBM = EPIC Board Meeting
EPIC = East Phillips Improvement Coalition
GMM = General Membership Meeting
NRP = Neighborhood Revitalization Program

PRESENT

Andy Engebretson (AE), Mary Gonsior (MG), Hannah Lieder (HL), Linda Leonard (LL), Carol Pass (CP), Albin Dittli (AD)

Directors Present for a part of the meeting: Cynthia Aguirre (CA), attended from the beginning of the meeting until midway through the Task Force/Survey discussion.

Directors not Present: Earl Sims (unknown), Rosie Cruz (unknown)

Observers: Laverne Turner (LT), attended from the beginning of the meeting until midway through the Task Force/Survey discussion.

Meeting was called to order at 10:13 by CP. The Agenda was distributed. Added: Report from attorney regarding December 13, 2004 letter by former Directors; Garden. MG was designated as recording secretary. Quorum was established (6 directors present.)

Minutes
The minutes from the May 7, 2005 Board Meeting, Executive Session were read and MG requested that HL go over the timeline contained therein and amend as necessary.

Motion (MG, AE)
Motion to postpone approval of the 5/7/05 executive session minutes to the July 2 Board Meeting. Motion passed.

The minutes from the June 4, 2005 Board Meeting, Executive Session were read.

Motion (AE, LL)
Motion to postpone approval of the 6/4/05 executive session minutes to the July 2 Board Meeting. Motion passed.

CP noted that there are 8 action items from the June 4 executive session minutes.

501(c)(3) Application
CP and AD are working on transferring our previous 501(c)(3) application data to the new IRS application format. There has not been a lot of progress. The original document sent to the IRS was distributed. Charlie Ravine of MAPS contacted the IRS and concluded that because there are significant changes on the new application form, we will be required to complete the new application form. The only significant change on the part of EPIC is that we no longer have any staff. The best we can expect is that they will waive the $800 fee (not likely.) Charlie’s fee to complete the application is $350 and CP would have to provide all the documents anyway. CP recommends that we complete the application ourselves, and ask Charlie to review the document (perhaps for free.) Or, for $200 we can join MAPS and receive limited, free legal services.

CP has started filling out the new application. HL noted that two weeks have already passed since we last discussed this - she is in favor of spending an extra $150 to get the application completed in a timely manner. CA agreed. MG pointed out that we still need to come up with $800 to pay the fee. CP said that it would take as much time to provide the documentation as it would take to complete the application herself. AD is willing to help with the application. After further discussion, EPIC decided to continue to fill in the application and to use the past EPIC budget as a guideline for the budget for the application.

Motion (AD, LL) including friendly amendment (HL)
Motion to take the new and old 501(c)(3) applications and try to merge the information into the new application. AD, working with CP and HL, will complete the application as far as possible by the next board meeting on July 2, 2005. Motion passed.

Note: AD will consult with CP who will provide documents. AD welcomes anyone’s help with the application.

Task Force/Survey
AD reported that suggestions made by members at the June GMM were incorporated into the survey by AD and LL. Directors reviewed the changes by line and made further corrections to the survey. The survey takes about ten minutes to complete. Corcoran neighborhood’s survey took about 20 minutes to complete.

The following notes should be reviewed carefully by all Directors. The discussion of the next two items was confusing and at first hopped back and forth - it was difficult to record from my notes, or from the tape, a logical procession of discussion about these items. I have done my best to record the relevant comments, proposals, etc. that were made.

Response to hand-outs at GMM

During the GMM, Lynne Mayo handed out a packet called “Minutes corrections, organizational suggestions, & Requests by EPIC Member, Lynne Mayo, June 2005.” The document also included suggestions, requests and an attack against the EPIC chair. In a separate portion of the June GMM, Lynne Mayo also distributed a set of four letters written by former Board Directors.

Motion (AD, MG)
Persons wishing to distribute materials at EPIC board meetings or general membership meetings shall submit the materials to the chair to be passed out at the discretion of the chair at that meeting. Motion passed.

At this point, I have the following note - I can’t figure out what this is about. I can’t find it on the tape.
Response to criticism of Board Directors
“Action: draft a letter to Robert Thompson, to be reviewed on July 2, 2005.”
“Minutes corrections, organizational suggestions, & requests by EPIC Member, Lynne Mayo, June 2005.”
MG suggested that with the exception of paragraph #1 (correction to the minutes from April 2005), the requests made by Lynne were not submitted as motions and, in addition, did not receive a supporting “second,” therefore, do not need to be considered by the EPIC board as motions. Lynne’s suggestions and requests are probably addressed by existing EPIC bylaws and policies. EPIC will review Lynne’s suggestions and requests during future board meetings and determine how they are addressed.

After reviewing the corrections submitted for the April 2005 GMM minutes (reported on May 12, 2005) Directors concluded that not everything that was submitted as “corrections” was actually stated at the April GMM.

Motion (CP, LL)
Motion to accept the following correction to the April 2005 GMM minutes, page 2 regarding the Allina request for a letter of support from EPIC: Lynne Mayo stated, “Allina may not be a corporation we would like to give money &/or support to. This is based on Allina’s history of violating their status as a Minnesota nonprofit and misusing taxpayer’s money & trust, including overpaying upper level management and consultants.” Lynne’s request to add additional statements regarding Allina Hospitals to EPIC records (paragraphs 2, 3 and 4) is rejected, as they are not relevant to the April GMM. Motion passed.

Response to the last request on Lynne’s document regarding EPIC’s chair: CP went to Lynne’s house at Lynne’s request to provide documents that Lynne had requested. CP knocked and thought she heard “come in.” Directors view Lynne’s distribution of her version of events to the public as a personal attack that was inappropriate according to Roberts Rules of Order. EPIC will prepare a response to be published in future EBM minutes.

Response to criticism of Board Directors
At the June GMM, CP read a rebuttal to one point contained in a letter from former Board Directors to the MN Secretary of State. This letter had been circulating in the EPIC community and elsewhere. During CP’s response at the GMM, Lynne Mayo began distributing a handout containing four letters written by former Board Directors. The handout included the December 15, 2004 resignation letter addressed to Bob Cooper, Director of NRP, and a December 13, 2004 letter addressed to Bob Miller from the former directors formally protesting CP’s seat on the NRP Policy Board.

Carol, I never received a packet of the letters that were distributed at the GMM. Please add a description of the other two letters. Thanks!

Letter to the Attorney General of MN
The letter sent by former Directors to the MN Attorney General was reviewed by an attorney. The attorney described the letter as “too mushy and whining,” and “probably legally irrelevant and unprovable.” In the opinion of the attorney, the letter’s statements are merely opinions and do not rise to the level of defamation. The claim that CP had breached attorney-client privilege is unsustainable, since, as the client, CP could choose to abridge that confidentiality. The rest of the allegations are nonsensical and non-sequitor. The letter, in the attorney’s opinion, was likely prepared as a response to anticipated criticism of the writers’ actions. In fact, it is just as likely that the letter was written later than the date of letter. Directors determined that correspondence from the attorney related to former Director’s letters will be added to EPIC’s records.

Motion (MG, LL)
Requests for copies of previously distributed documents from EBM or GMM meetings will be provided for a fee of $5.00 per page at the discretion of the Secretary. Motion passed.

Directors attendance at Board Meetings
HL asked to address the issue of Directors leaving during the meeting. In addition, some Directors have missed more than one or two board meetings. EPIC still needs to define what constitutes an excused absence.

Treasurer’s Report
EPIC has received a refund of $400 from the insurance company. AE, CP and CA will be signers on the new checking account located at Wells Fargo on the corner of Lake and Bloomington. Checks need to be ordered. Seward has not responded to our request to act as fiscal agent. MG will ask PRG to consider becoming our fiscal agent. HL will ask Solomon’s Porch to act as fiscal agent. CP will find out whether we need a fiscal agent to access CDBG funds.

Motion (LL, MG)
Motion to use the $400 refund from the insurance company to extend EPIC’s liability insurance. Motion passed.

Meeting Decorum
CA and LT left the meeting during the discussion of the Task Force/Survey. Discussion of their comments and events leading to their departure revealed that several Directors felt we need to conduct more orderly discussions so that everyone feels that they have the opportunity to speak. Directors also felt that noise during the meeting was a concern to be addressed. EPIC Directors agreed to the following guidelines in an effort to resolve meeting difficulties. AE agreed to speak with CA.

Directors shall…

Commit to conducting a more orderly meeting;
Commit to taking turns to talk, and stick to one topic at a time;
Commit to seeking childcare during the meeting;
Commit to EPIC policy that members may be present but, in general, do not participate in Board Meetings.

The meeting was adjourned at 12:15 pm.

Respectfully submitted by Mary Gonsior, Secretary
EPIC BOARD MEETING
June 18, 2005
2526 18th Avenue S, Apt. #5