Cortland Music, Inc.
Meeting of Directors
July 6, 2009
Center for the Arts
Board meeting of Cortland Music, Inc. Meeting July 6, 2009 at the Center for the Arts The meeting began at 7:33pm Present: Directors Marion Giambattista Gina Sikora John P. Sikora Dave Richman Guests Jack Carr Barbara Jo Williams Before the meeting... **************************************** Proposed Agenda Items: 1. Proposed new directors - Barbara Jo Williams - Jack Carr 2. Discussion of Financial Indemnity for board members. 3. John will update us on our conflict of interest policy. 4. John will update us on other money matters. - Bank Account with CFCU - 501(c)(3) application 5. Updates on the proposed program for 2010. 6. Updates on grant proposals 7. Website CortlandMusic.Org *********************************** Actual Agenda *********************************** 1. NEW DIRECTORS John moved that Jack Carr and Barbara Jo Williams be elected Directors of Cortland Music, Inc. The motion was approved by all - Marion, Gina, John and Dave. 2. DISCUSSION OF FINANCIAL INDEMNITY OF BOARD MEMBERS John has been gathering some information. A summary is the following- Generally, one of the benefits of forming a corporation is to separate the assets of the corporation from the assets of the Board members. The corporation is a separate entity. However, the Board can be held liable if they are found to be negligent in carrying out their duties. The Board can best protect itself from liability by exercising "due diligence" in the operation of the corporation. The Board needs to make decisions thoughfully and openly, without conflict of interest, following the PROCEDURES established for the operation of the corporation. All actions should be openly discussed and voted on.The following is an excerpt from the website www.managementhelp.org
in an article written by Carter McNamara, MBA, PhD. Copyright 1996-2007.
The assumption in the law is not necessarily that you must make the correct decision, but that you must make the decision correctly. (It helps greatly to be able to show that the board made serious consideration of an action before the action was taken. Board minutes should reflect this care taken.) It is not a crime to be wrong, but did you ask the right questions and respond as another reasonable individual would in that situation? - Board members are more at risk for taking no action than for taking the wrong action for the right reasons.
Follow up item: Barbara Jo will check with attorney John Fulmer about legal issues and perhaps ask him to speak to us.
3. CONFLICT OF INTEREST POLICY A draft policy was handed out at the last meeting. While this draft is a reasonable first step, it seems clear that this will not cover all circumstances. As stated in the Bylaws, board member should make it known if they have a conflict of interest on a given topic, then leave the meeting for any discussion and voting on that topic. However, it is clearly possible that application of this procedure to projects such as the Classical Music Festival series can result in a conflict of interest for a majority of Board. With many participating musicians, it is easy for one of them to be related to a member of the Board through a business or family connection. So for events with many particpants, it is important for us to develop an open and unbiased procedure for selecting participants in these events. Follow up items: John will work on a draft application for festival participants. Jack will obtain a copy conflict of interest policy from the Center for the Arts that we c an use as an example. 4. UPDATE ON MONEY MATTERS - We have an account with CFCU. - John Sikora (Treasurer) and Marion Giambattista (Chair) are signers. - Marion needs to stop by CFCU on Port Watson with photo ID. - $2000 have been transferred into the account from Cortland Music. There has not yet been any word from the IRS on the application for 501(c)(3) status. 5. UPDATES ON THE PROPOSED PROGRAM FOR 2010 Many possibilities were discussed, including: [Marion] Publick Music (Rochester) with possible dates Feb 13 and June 5 Resident Artist Program Syracuse Opera. Tri-City Opera? Bill Cowdery - Early Music Orchestra [Dave] Guitar festivals or other instrument series. [Gina] Cuban music concert. [John] Classical Music Festivals Renaissance Duo Brass Concert Jack will check on the availability of the Center for the Arts. 6. UPDATES ON GRANT PROPOSALS There will be a meeting on Decentralization Grants July 14, 2009 at the Frog Pond Arts Center. John will attend. Gina will attend the meeting in Syracuse on July 15. 7. WEBSITE CORTLANDMUSIC.ORG Board members should examine and make suggestions. Summary of work to be done for the next meeting: - Jack should check on availability of the Center for the Arts. - John should look for volunteer graphics designer for posters, etc. - John will come up with an application for festival participants. - Barbara Jo will check with attorney John Fulmer - Jack will obtain a copy conflict of interest policy from the Center for the Arts. - John and Gina will attend Decentralization Grant meetings. - All will continue work on event possibilities for 2010. The next meeting will be held on ??? The meeting was adjourned at 9:05pm