Board of Directors Meeting

February 12, 2022, 2pm. Meeting by Zoom

Agenda for the February 12, 2022, Meeting, 2 pm. With Results of Votes included.

Note.  This meeting was called for in 2021 to vote on various managerial changes and a strategy developed by the President in cooperation with the Board in meetings over the fall.  This includes the creation of a new database and a new division of responsibility between the Treasurer as an enterprise risk manager and the new position of Chief Financial Officer as the enterprise accountant, the one who files government filings.  We need to craft confidentiality agreements. We have also changed how the Edwin Washington Project will be managed to reflect an evolving partnership with LCPS.  In addition, we need to fill Board and officer vacancies.  Only Board Members may vote for elections; however, anyone may speak, and volunteers and Board members are asked to jointly discuss the proposed MOU and compromise discussions at the end of the meeting, which reflect recent talks with Loudoun County Public Schools. If you can’t attend, please email this back with your votes, if you are a Director.

  1. Agreement to the Agenda.
  2. Votes on Board Members, Officers and Committees
    1. Election of New Secretary and proposed Bylaw changes.
    1. Re-election of President.
    1. Election of Treasurer, appointment of Chief Financial Officer (CFO) by the President and proposed Bylaw changes.
    1. Election of Christopher Brown as a New Member of the Board.
    1. Election of Neil Steinberg as a New Member of the Board and as new Vice President.
    1. Creation of Chief Technology Officer (CTO) position and Appointment of Julie Goforth: 
    1. Creation of new Fund-Raising Committee (FRC).
    1. Appointment of Tony Arciero as new Director of the Edwin Washington Project and Gert Evans as Chief Docent.
    1. Agreement to strategy for the Bulletin of Loudoun County History.
  3. Discussion items:
    1. Progress by the Edwin Washington Society. 
    1. The new Quarterly Newsletter.
    1. The new Database.
    1. Discussion on Proposed MOU with Loudoun County Public Schools (LCPS).
    1. Discussion on Compromise Propose with LCPS.

I.   Elections Section

Election of New Secretary and Amendment to Bylaw.

  • The Bylaw says, “The Secretary provides administrative support to the President, serves for one year, shall record minutes of Society and Board of Directors meetings and shall, in collaboration with the President, perform all other duties incident to this office.” The Secretary is not a Board member.
  • Nathan Bailey was nominated; but his primary job will remain Volunteer Historian, focusing on transportation.  Nathan proposed to record Board meetings, from which he will draw notes.  He will also use such comments as are passed on to him.   Minutes will only be posted on the Corporate website if the Board concurs.

Votes:

  • Election of Nathan Bailey as Secretary.
  • Agree to change the Bylaw so that the term of office is two years.
  • Agree that the meeting will be recorded.

Re-election of President

  • Larry Roeder has been nominated for another term as President, otherwise known as the CEO or Chief Executive Officer.

Vote:

  • Re-elect Larry Roeder as President, also known as CEO, for term of two years.

Election of Treasurer, the appointment of Chief Financial Officer by the President and proposed Bylaw changes:

  • The Bylaw for Treasurer says “The Treasurer serves for one year, shall be responsible for all funds of the Society. The accounts shall be audited as directed by the President or Treasurer. The Treasurer shall prepare an annual report and financial statement for presentation at the annual meeting. The Treasurer also has special responsibility to advise the Society on compliance with relevant Tax laws and regulations.” 
  • The Treasurer slot is retained, but with new duties focused on risk.  We are also creating a new Chief Financial Officer (CFO) that does accounting and reporting.   This managerial change is experimental and would be reviewed in 24 months.
  • Randy Ihara agreed to rejoin the Board of Directors and serve as Treasurer in its new role.  Due to health concerns, he can only attend meetings by zoom.  Hari Sharma has agreed to serve as the new Chief Financial Officer. Hari is also a certified public accountant. The CFO is not a Board member.
  • New Bylaw proposed for the Treasurer:  “The Treasurer serves for two years and monitors the society’s future projected expenditures and anticipated revenues by the CFO against volatilities in societal change that might reduce opportunities for income.”
    • New Bylaw proposed for Chief Financial Officer (CFO). “The Chief Financial Officer (CFO) is appointed by the President and serves for two years, shall be responsible for all funds of the Society and shall be a member of the Fund-Raising Committee. He will also arrange for auditing as directed by the President (CEO) or the Board, prepare an annual financial report for the Board’s consideration and advise the President (CEO) and Treasurer on compliance with relevant Tax laws and regulations or any potential for going over budget.”

Votes:

  • Elect Randy Ihara as Treasurer.
    • Agree to proposed Bylaw change for Treasurer.
    • Agree to create new officer position of CFO, the President’s appointment of Hari Sharma as CFO and to new Bylaws.

Election of Christopher Brown as a New Member of the Board

  • Christopher Brown was nominated as a new member of the Board of Directors.  Chris has demonstrated a deep interest in the Edwin Washington Society through his assistance in analyzing the legal and constitutional matters brought up in our book Dirt Don’t Burn.  He also has a strong connection to our county through his Grandfather Edwin Cicero Brown, Sr who assisted the Leesburg Black community in their lawsuit to acquire toilets at the old Training Center in 1951.  Chris has also graciously agreed to make a major donation to support our efforts.

Vote:

  • Elect Christopher Brown as a new member of the Board.

Election of Neil Steinberg as a New Member of the Board and as new Vice President.

  • Neil Steinberg was nominated to be a new member of the Board of Directors.  He is a member of the Leesburg Town Council and serves as our chief photographer.  He also has small-business managerial experience and is organizing a forthcoming photo book to compare white and colored schools. 

Votes:

  • Elect Neil Steinberg as a new member of the Board
  • Elect Neil Steinberg as Vice President for term of Two years.

Creation of Chief Technology Officer (CTO) position and Appointment of Julie Goforth: 

  • New bylaw proposed.  “The Chief Technology Officer (CTO) is appointed  by the President, serves for two years, and shall be responsible for overseeing the development and dissemination of technology for the society, with special focus on cataloging historical documents and internal IT operations.” 
  • Julie Goforth was nominated for this role.  She has already been functionally doing this work for several years.

Votes:

  • Agree to create new Chief Technology Officer and concur with proposed bylaw.
  • Agree to appointment of Julie Goforth as CTO for a term of two years.

Creation of new Fund-Raising Committee (FRC):

  • Background:  The FRC will be a small executive body that examines requests to fund projects, determining if enough monies are in the Treasury or if new fund-raising is needed, and by what method.   Proposals must include a budget, project requirements and goals and a timeline.   The FRC then reports its recommendations to the Board, so that deliberations are streamlined, including analysis of the impact on existing projects. 
  • Recommended Bylaw:  With exception of de minimis spending limits set by the Board for the CEO and the managers of the Edwin Washington Project, the Fund-Raising Committee shall examine funding requests, determining if enough funds are already in the Treasury or if new fund raising is needed, and then by what method.   A report is then presented to the Board for final decision. Members include the CEO, the Vice President, and the CFO, plus the head of the impacted project.

Votes:

  • Agree to create new Fund-Raising Committee and concur with the new bylaw.

Change of Edwin Washington Project Management

  • The President announced plans to step back as Director to focus on CEO responsibilities and the Bulletin, particularly those associated with interactions with political leaders, expanding our public footprint and building new partnerships;  but keep doing important EWP work and other research such follow up to the Dirt Don’t Burn effort. (details were outlined inhis email of 1/10/2021).  One new role will be represent the Society on a new temporary reparations committee set up by the joint committee of the Board of Supervisors and the School Board of Loudoun County.
  • The President appointed Tony Arciero as Director of EWP. No Bylaw change was required, as this post reports to the CEO; but the President also recommended that Tony focus on developing a written strategic vision for EWP and take on special initiatives.  For example, we anticipate new partnerships. The President also asked Tony to help develop a manual of procedures covering all Society projects.
  • The President also suggested the Board agree with his appointment of Gert Evans as Chief Docent, a new officer position and co-equal manager to the Director.  She will focus on managing the proposed center at Douglass and will be the Society representative on the new multi-agency committee being proposed for the Douglass High School building.  It is intended to foster commemorative activities.  The other two agencies are the local chapter of the NAACP and the Loudoun Douglass Commemorative Committee.  That new Committee becomes active once the Douglass High School Commemorative Committee ends its term.

Votes:

  • Agree to the overall strategy for EWS and proposed managerial positions in the Edwin Washington Project.

The Bulletin on Loudoun County History

  • The President proposed that the Bulletin continue to be run as in 2021.  The President will continue as Editor in Chief and manage the program through a panel of volunteer editors.  They are at present:  Lori Hinterleiter Kimball, Jana Shafagoj and Barry Harrelson (copy editor).  We anticipate expanding the panel in 2022. In addition, we anticipate adding speaking events to the Bulletin’s body of work.  I also propose that the new term of office for these positions will be two years.

Votes:

  • Agree to proposed strategy and composition of Editorial Board.

II  Discussion Items: (notes by the President)

  1. Update on Progress by the Edwin Washington Society.
  2. The Quarterly Newsletter:
  • Julie and I have refined the corporate quarterly newsletter as a tool for informing the public about our activities.  You should have received the inaugural issue already. If not, please let Julie know.  The newsletter will cover major Society efforts and be distributed by email to anyone on a contact list.   Julie will manage editing and publishing.  Anyone can submit material.   I’ll function as final approver for each issue, except when we think a story should have Board approval.  
  • The new Database
  • Julie created a database on which will be situated all of our documents in digital form.  At present, this is focused on the Edwin Washington Project (EWP); but I anticipate it will eventually hold all society documents.  Using software, we will be able to easily search through the files and discriminate between files that can be shared with the public and that which can’t.  Publically sharable documents will also be posted on the EWP website. Note to the Board.  We must invest in a special server to bring this function to full value. For now the server will reside in Julie’s office; but we plan to eventually place it in the research room at Douglass.  We also plan to ask several volunteers to help Julie with cataloging.
  • The MOU and Possible Compromise proposal (see attached)
  • LCPS has requested that an MOU to developed for future cooperation on such matters as GIS development, involvement in the LCPS social science curriculum, use of archival documents, use of a new research center at Douglass, etc.   I am proposing initiative this draft to get ahead of the forthcoming discussion.