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Quick Notes from the Board Room August 11, 2010

August 18, 2010

QUICK NOTES OF THE

MEETING OF THE BOARD OF DIRECTORS

KANSAS CITY BARBEQUE SOCIETY

AUGUST 11, 2010

KANSAS CITY, MO 

 Merl Whitebook, Secretary

 At  7:03 p.m. Mike Lake, President of KCBS called the meeting to order. Present at the meeting were the following members of the Board in person or by phone: Mike Budai, Gene Goycochea, Don Harwell, Paul Kirk, Mike Lake, Wayne Lohman, Ed Roith, Tana Shupe, Candy Weaver, Carol Whitebook, Merl Whitebook, and Carolyn Wells, Executive Director.

 At 7:04 p.m. Merl Whitebook, Secretary announced  that a quorum was present.

 Members Present:

Mack Yarbrough

Arlie Bragg

Tim McMasters

Randy Bigler

Carol Bigler

Roy Murray

Chris Early

Jana Early

Dale Newstrom

Vicki Newstrom Peyton

 Public Address

 Roy Murray spoke the Board regarding application for sanctioning in Lexington, NC, on the date of the Edenton, NC.  Mr. Murray urged the Board to deny the application on the stated date due to saturation and density of cooks in the geographical area.

 Mack Yarbrough spoke to the Board regarding his concerns about transparency, openness, fiduciary duties of members of the Board and possible conflicts of interest.  He further urged that it would be wrong to pass a rule baring married individuals from serving KCBS as members of the Board.  Mack stated in his opinion, this action would be divisive and be counter productive to the mission of KCBS.

 Minutes                      Merl Whitebook                   

 Merl Whitebook made a motion to approve the minutes of the meeting of the Board of Directors of  July 10, 2010.  The motion was seconded by Wayne Lohman.

 Vote:

10 yes, 0 no, 0 abstentions

The minutes of the meeting of the Board of Directors of July 10, 2010 were approved.

 Merl Whitebook brought up the issue of the agenda posted on the web site.  Merl stated that Candy Weaver was not pleased with the agendas as approved by the President and the Executive Director.  Merl asked the Board, if they desired a new method of approving the agenda, including a new time line for members of the Board to file their reports.  Mike Lake stated he would work in changes to resolve the issues.

  Accounting and Financial Committee           Mike Budai               

 Mike Budai made a motion to adopt the financial statements for July 2010.  The motion was seconded by Tana Shupe.

 Vote:

10 yes, 0 no, 0 abstentions

The motion to accept the financial statements for July 2010, was passed.

 Contests Past

  Merl Whitebook made a motion that the team who caused disturbances during the night at the Cameron Cross Roads BBQ contest be placed upon 1 year probation, subject to their right of appeal within 30 days.  The motion was seconded by Carol Whitebook.

 Vote:

10 yes, 0 no, 0 abstentions

The team was placed on one year probation for rule violations and disturbance, subject to a 30 day right of appeal.

 Merl Whitebook made a motion to require the Ohio Veterans BBQ organization  to provide proof of security services as a condition for future sanctioning.  The motion was second by Wayne Lohman

 Vote:

9 yes, 1 no, 0 abstentions

The motion to require proof of security services to be provided as a condition precedent for future sanctioning, passes.

 Technology Committee                      Don Harwell              

 Don Harwell advised the Board that the MP3 copy of the board meetings was being sent to MMA for posting the day following the meeting.

Don again urged members to request the RFP for the Contest Rep Computer program.

 Don Harwell made a motion to discontinue the practice of allowing members to call into our Board of Directors meeting, (but not to limit the ability to call in and speak to the board of directors.)

The motion was second by Ed Roith.  After discussion the motion was withdrawn by Don Harwell.

 Carol Whitebook made a motion to authorize the Technology Committee to implement the most economical service to simplify the access by members of KCBS to the Board of Directors of Meeting.  The motion was seconded by Merl Whitebook.

 Vote

10 yes, 0 no, 0 abstentions

The motion to authorize the technology committee to implement the most economical service to simplify the access by members of KCBS to the meetings of the board, passes.

 Don Harwell made a motion that the attached bylaws with amendments, which were previously presented by the Bylaws committee, be placed before the board for approval, subject to approval by legal. The Bylaws would be sent to all members of the Board by e-mail and first class mail.  The motion was seconded by Merl Whitebook

 

Vote:

10 yes, 0 no, 0 abstentions

The motion to place the amendments to the bylaws before the board, subject to approval by legal, passes.

 

Don Harwell made a motion to utilize Elections-Online for the upcoming election in January 2011 at an approximate cost of $3680.00 based upon membership and usage.  The motion was seconded by Gene Goycochea.

 

 Vote:

10 yes, 0 no, 0 abstentions

The motion passes to engage Elections-Online for the upcoming election in January 2011, passes.

 

Don Harwell made a motion  that the KCBS contest invoice be changed to not group Masters and Amateurs together unless both have simultaneous turn-in times. If the Masters and Amateurs are grouped together that Amateurs are not to be added to Ancillaries.  This change shall be retroactive to January 1, 2010 and that the KCBS office shall immediately review all invoices this year that have Ancillaries and refund any difference in money from the present invoiced to this proposed new invoice.  The new invoice shall be posted to the Rep’s group immediately and that all Reps with contests this weekend be emailed or called and informed to use the new posted invoice, by the KCBS office.

 

The motion was seconded by Tana Shupe

 

Mike Budai                              yes

Wayne Lohman                        yes

Paul Kirk                                  absent

Don Harwell                             yes

Gene Goycochea                      no

Ed Roith                                   yes

Tana Shupe                              yes

Candy Weaver                         yes

Carol Whitebook                      no

Merl Whitebook                       no

Vote:

6 yes, 3 no, 0 abstentions

The motion to modify the invoicing as to back yard contest passes..

New Ideas Committee         Merl Whitebook

Merl Whitebook inquired of the marketing committee about the approval and mailing of an e- blast which he asserted was approved by the committee for distribution in June 2010, contrary to the policy of the Board of directors adopted in May, 2010, requiring that all intended e-blast be sent to the Board of  Directors in advance and approved by the President and Executive Director.

 Merl Whitebook inquired of the Marketing Committee regarding the Louisiana Tailgate and BBQ Festival  about not disclosing certain material facts concerning about what he believed to be a breach of fiduciary duty to the Board.  Merl questioned whether the failure to disclose material issues  and concerns of the committee concerning the event, to the Board of Directors, was a breach of trust with the remainder of the Board.

 Merl Whitebook withdrew his motion concerning the lack of production of documents related to the Louisiana Tailgate and BBQ Festival.

 Merl Whitebook agreed to pass the issue of reimbursement from Contest Reps who may have double charged KCBS for computer fees or postage contrary to the policy of KCBS.

 Merl Whitebook made a motion to ratify and adopt the following statement by the Officers of KCBS.

 No member of the Board of Directors or Committee Chairperson has the right the make policy, to enter into agreements on behalf of KCBS, to give consent to action, to engage or discharge employees or contract laborers on behalf of KCBS, or take other action which would bind or obligate KCBS without the explicit consent of the Board of Directors of Kansas City Barbeque Society.

 The motion was seconded by Don Harwell

 Wayne Lohman called for the vote.  The motion was seconded by Carol Whitebook.

10 yes, 0 no, 0 abstentions

 Mike Budai                              no                   

Wayne Lohman                        no

Paul Kirk                                  no

Don Harwell                             yes

Gene Goycochea                      yes

Ed Roith                                   no

Tana Shupe                              no

Candy Weaver                         no

Carol Whitebook                      yes

Merl Whitebook                       yes

 

4 yes, 6 no, 0 abstentions

The motion to ratify and adopt the statement of the officers, fails.

 Philanthropy Committee                    Tana Shupe               

 Tana Shupe presented a proposed article for submission to The Bullsheet regarding grant requests and grants-in-aid  for the board's approval. The board thanked her for her efforts.  The programs will continue to be developed by the Philanthropy Committee.

 CBJ Committee                                 Ed Roith        

 

Ed Roith made a motion to require all Certified Table Captains to be Certified BBQ Judges as a prerequisite for table captain certification.  The motion was seconded by

Carol Whitebook called for the vote.  The motion was seconded by Wayne Lohman.

 

Vote

10 yes 0 no, 0 abstentions

 

Mike Budai                  no

Wayne Lohman            yes

Paul Kirk                      no       

Don Harwell                 no

Gene Goycochea          yes

Ed Roith                       yes

Tana Shupe                  yes

Candy Weaver             yes

Carol Whitebook          no

Merl Whitebook           no

 5 yes, 5 no, 0 abstentions.  The deciding vote was then cast by President Mike Lake.    Vote:    no

 5 yes, 6 no, 0 abstention

The motion to require all Certified Table Captains to be CBJ as a prerequisite, fails.

Ed Roith made a motion that all meetings of the Board of Directors be held by teleconference and not in person in the KCBS office.  The motion was seconded by Merl Whitebook.

 Carol Whitebook called for the vote.  The motion was seconded by Merl Whitebook.

 10 yes, 1 no, 0 abstentions

 Thereafter, Ed Roith joined by Merl Whitebook withdrew the motion. 

 Membership Committee                    Gene Goycochea

 The membership committee feels that membership is going well, we in the next few months would like to revisit the benefits of lifetime membership and the possible increase in fees and the ability to offer more benefits, we at this time would like to discuss the upcoming motion and the possibilities of it passing.

 The Board authorized the Membership Committee to go forward with logo designs and products for Lifetime Members of KCBS.

 Education Committee                                                            Paul Kirk                    No Report

 2010 - 25th Banquet and Annual Meeting Committee         Paul Kirk                    No Report

 Sanctioning Committee                      Wayne Lohman         

 NEW CONTEST REQUESTS

1. Contest Name: Future Legends of BBQ

Date Requested: 10/8-9/10 Location: Tuxedo, NC

2. Contest Name: The Big Oink

Date Requested: 10/22-23/10 Location: Lincoln, CA

3. Contest Name: Inaugural Run for the Ribs BBQ Invitational & Competition

Date Requested: 5/5-7/2011 Location: Louisville, KY

4. Contest Name: The National BBQ Cup

Date Requested: 11/18-19/2011 Location: Cumming, GA

DATE CHANGE REQUESTS

1. Contest Name: Boss Hog Cook-Off

Date Requested: 5/13-14/11 Original Date: 5/7-8/10

Location: Waynesboro, GA

LICENSE REQUEST

1. Contest Name: Freehouse BBQ Cook Off

Date Requested: 8/27-28/10 Location: Holladay, UT

 Wayne Lohman made the following motion.  The Sanctioning Committee moves to grant sanctioning, date change requests and license request to the above contest.

 The motion was seconded by Don Harwell.

 Vote:

10 yes, 0 no, 0 abstentions

The motion to approve sanctioning passes.

 Wayne Lohman asked to table the Turner Days BBQ Battle in Kansas City, KS and the BBQ Capital Cook-Off in Lexington, NC due to saturation and density.  The motion was seconded by Don Harwell.

 Vote:

10 yes, 0 no, 0 abstentions

The motion to table, passes.

 Gene Goycochea made a motion to approve a location change for the Rosarita Mexico, to Tijuana, Mexico.  The motion was seconded by Merl Whitebook.

 Vote:

10 yes, 0 no, 0 abstentions

The motion to move location passes.

 Rules Committee                               Candy Weaver          

 The Board discussed rules issues concerning the 2011 and possible changes.  Candy Weaver suggested that we delay implementing rules in order to obtain further ideas.  Following the board discussion,  Merl Whitebook made the following motion:

 That the KCBS Rules of competition and judging remain the same as the 2010 rules to be applied to the 2011 season beginning January 1, 2011

 The motion was seconded by Don Harwell.

 Vote:

8 yes, 2 no, 0 abstentions

The motion to adopt the 2010 rules of competition and judging for the 2011 season passes.

 Contest Rep Committee                    Carol Whitebook

Carol Whitebook asked the Board to rescind the vote to open the Mountain Midwest States for new reps due to comments by Reps in the area, who are under utilized.  Carol Whitebook made a motion to not accept new applications for the Mountain Midwest States.  The motion was seconded by Tana Shupe.

 

Vote:

10 yes, 0 no, 0 abstentions

The motion to not accept applications passes.

 

Carol Whitebook made a motion that any Contest Rep with less than 5 contest assignments receive priority in assignments by KCBS after considering the organizer requests.  The motion was seconded by Merl Whitebook.

 

Vote:

9 yes 1 no, 0 abstentions

The motion to give priority to Contest Reps with less than 5 contest assignments, passes.

 

Carol Whitebook made a motion to remove any Contest Rep who has not been a contest rep at an actual contest for the past 18 months.  This removal is subject to a right of appeal and explanation as to the lack of activity.  The motion was seconded by Gene Goycochea.

 

Vote:

10 yes, 0 no, 0 abstentions

The motion passes.

 Strategic Funds Committee               Candy Weaver          

 Candy Weaver presented the Board a plan to analyze the cost and the best method to prepare a series of continuing education productions relating directly to various aspects of barbeque competitions, encompassing Judging, Organizing, Cooking KCBS Contests and other related subjects.  The Board requested that the committee go forward with the preparation of scripts and timelines and budgets leading toward the completion of a number of topical videos.

 Marketing Committee                       Candy Weaver & Tana Shupe

 2010 Tour

-         We’ve had fourteen events for Tour so far. Things are going smoothly and it’s a popular stop for the event attendees.

-         The Kingsford Points Chase has taken place at 10 events so far. We’ve had an average of 17 teams competing at each event. There will be 7 more Points Chase events.

-         We’ve had 4 Rancher’s Reserve Beef Cup events with 4 left on the schedule. About 40 teams have competed in each event.

 Merchandise

-         Total July sales: $2,853

-         Still planning to expand inventory a bit, but managing a consistent cash flow for the time being.

 Web

-         Advertising sold for April: $1,067

 Nominating Committee                      Merl Whitebook

The article concerning nominations was published as authorized by the Board of Directors.  Nominations begin October 1 and end on October 31. The election questionnaire will not be changed from the past two years.

 Old/New Business

 Tabled from March:  Carolyn Wells - Review of revisions to the KCBS employee manual.  Tabled to September, 2010 meeting.

  Tabled from February: Carolyn Wells Seal of Approval Criteria to be the basis for awarding the KCBS Seal of Approval for various types of products.  Tabled to September 2010 meeting.

 Tabled from July:  Mike Lake – Discussion of response to Cease and Desist letter for infringement of KCBS proprietary property. Tabled to the September 2010 meeting.

 Table from July:  Ed Roith & Carol Whitebook:   Board review the cost of CBJ classes when the stated enrollment falls substantially short resulting in excess costs.  Ed Roith, CBJ Board Chair, reported he has sent information to all CBJ instructors on handling this situation. The Board asked that the organizer should be charged an amount to prevent losses, for excess meats and supplies.  The Board urges organizers to obtain pre-payment for classes to prevent losses. 

New Business:

 Mike Budai and Don Harwell - Report by Special Committee (appointed by Mike Lake) of investigation of refusal to disclose documents to the Board regarding the Louisiana Tailgate Expo and the issues surrounding the event.  Tabled until September 2010 meeting.

 Submitted by Candy Weaver, August 8, 2010

MOTION: "No related person of a currently serving director may run for a

position as director or serve as an appointed director while the

current related director is serving their elected term as a board

member. Related persons are considered immediate family

members, spouses or life partners sharing a physical address."

To be added to the Bylaws at Section IV, paragraph 3. Propose adding this as a

member-decided option to add to the Bylaws in the January election.

 Tabled until the September 2010 meeting.

 Motion 2: A Special Committee of the Board shall be formed to investigate

how current contest rep assignments are made and to explore and develop methods to more equitably distribute contest rep assignments.

 Candy Weaver withdrew the motion.

 Gene Goycochea made a motion to go into executive session.  The motion was seconded by Carol Whitebook.

Vote:

9 yes, 0 no, 0 abstentions

 Ed Roith made a motion to come out of executive session.  The motion was seconded by Mike Budai.

 Vote:

9 yes, 0 no, 0 abstentions

 Carol Whitebook made a motion to remove further supplemental training requirements from two Contests Reps. The motion was seconded by Ed Roith.

 Vote:

8 yes, 0 no, 1 abstention

The motion to remove further supplemental training passes.

 Gene Goycochea made a motion to deny sanctioning in the future to an organizer and his organization for violation of rules of conduct and ethics, subject to right of appeal within 30 days.  The motion was seconded by Mike Budai.

 Vote

7 yes, 0 no, 2 abstentions by Carol and Merl Whitebook.

The motion passes.

 Merl Whitebook made a motion to reinstate two members as contest reps.  The motion was seconded by Carol Whitebook.

 Mike Budai                  no

Wayne Lohman            no

Paul Kirk                      absent

Don Harwell                yes

Gene Goycochea          yes

Ed Roith                       no

Tana Shupe                  no

Candy Weaver             no

Carol Whitebook          yes

Merl Whitebook           yes

 The motion fails.

 Merl Whitebook made a motion to reinstate two members as CBJ Instructors.  The motion was seconded

 Vote:

1 yes,  6 no,  1 abstention

 Merl Whitebook withdrew the remainder of his motion.

 Merl Whitebook made a motion to adjourn at 12:49 a.m.  The motion was seconded by Tana Shupe.

 Vote:

9 yes, 0 no, 0 abstentions

The meeting was adjourned.

 The quick notes are not the official minutes of the meeting of the Board of Directors but are provided as an unofficial record of the meeting.  Always refer to the actual record as reflected in the approved minutes

 

 

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