Minutes of the NHMPA Board of Directors Meeting Campton Town Hall, Campton, NH June 9, 2015 Vice President Tim Robinson presided over the meeting in the absence of President Bodie Peters. In attendance were Secretary Mike Moore, Treasurer Bruce Treat, Board Members Skip Cilley, Ben Fisk, Dee Linn, Howard Pearl, Brad Presby, Dale Smith, IMSI/NAMSC Representative Bill Eva, Container Committee Chairman Bill Cheney and Publicist Robyn Pearl. The meeting was called to order at 6:11pm. Summer Meeting- Robyn Pearl was asked if the organization of the details of the Summer Meeting had been completed. She responded that she will confirm with the invited speaker Mike Farrell from Cornell University the location and time of his presentation, which will be 1pm. She will send him directions to the meeting location. Howard Pearl addressed his concern with the location of the Summer Meeting due to the possible appearance of impropriety in regards to verification of container sales to Ben Fisk. Motion: Brad Presby made a motion to hold the Summer Meeting at Ben Fisk’s sugar house. Mike Moore seconded. A Roll-call vote was called. Voting for the motion: Mike Moore, Brad Presby, Skip Cilley, Dee Linn. Voting against the motion: Bruce Treat, Dale Smith, Howard Pearl. Ben Fisk abstained. Motion passed. Robyn informed the Board that in the past there has been concern of a shortage of deli meat at the lunch portion of the Summer Meeting. She has purchased extra meat for previous meetings and will do so again to prevent a possible issue. Publicist’s Report- Robyn informed the Board that the June issue of the Gathering Tank was near completion and would be distributed on June 15th. If anyone from the Board had any submissions, they need to be sent to Robyn by Friday, June 12th to be included. VP Tim Robinson said that he would be willing to submit a President’s letter if one was not received from President Bodie Peters. Robyn stated that over 100 members would be receiving the newsletter in print copy per request. Robyn reported that there are 394 members as of the meeting date, including 2 new members that had joined that day. She and Mike Moore have revised the member benefit list and the new membership welcome letter. She presented a copy of each to the Board for their review so they could see what new members receive with their membership card. Members that are renewing their membership receive a thank you card with their membership card. Robyn also reported that the 400 3.4oz jugs that have been prepared for the Experience NH event in Washington DC will be picked up at the end of the week. The syrup used for the donation is syrup left over from the Big E and has been recanned. Robyn received one Felker Award entry and it was given to Secretary Mike Moore for judging. Robyn stated that Maple Month/Weekend was successful. She opted to use the funding that had been previously spent on radio advertising to initiate TV advertising with FOX 25 in Boston. The advertising executive that she worked with offered a great package with a strong presence throughout the day during the contracted timeframe as well as much internet presence as well. Mike Moore commented that he had heard positive feedback regarding the new advertising. Robyn said that she has confirmed with Steve Roberge from UNH Extension that the Maple School will be held in October. Steve is asking for suggestions for course content. One suggestion made was to try to avoid a conflict with the timing of the IMSI meeting by moving the school date further away from the last week in October. Big E- Dee Linn, the Big E Manager, presented the Board with a job description for the Big E Manager’s position. She informed the Board that this will be her last year in that position. Mike Moore and Brad Presby will help with the syrup purchasing for the Big E. Motion: Ben Fisk made a motion that the NHMPA pays a price of $2.80/pound for all grades of syrup purchased from members to resell at the Big E. Seconded by Howard Pearl. Counted vote was taken. Majority voted in approval. Dale Smith voted in opposition. Motion passed. Board discussed the necessity for the purchased syrup to be in no less than 15 gallon containers and not in galvanized drums. The syrup is to be canned on August 22 & 23 at Sunnyside Maples in Loudon. All syrup must be delivered to Pearl and Sons Farm in Loudon by August 16th to be weighed. Syrup inspection by the NH Dept. of Ag inspectors will be held at the end of that same week. A log book will be created to record the canning of the Big E syrup per adherence to the NH Maple rules. Discussion was held about need to sell the unsold Big E syrup after the fair and not holding on to it for use at other NHMPA events, i.e.; the Farm and Forest Expo, etc. Secretary’s Report- Mike Moore discussed the need for a job description for the Secretary’s position now that the clerical duties of that position have been assigned to the Publicist. Brad Presby distributed a proposed copy of by-laws for the Board to review and consider. Bruce Treat distributed a copy of the NH Center for Non Profits Sample Policy Governing Conflicts of Interest and Pecuniary Benefit Transactions for the Board to review. Brad expressed his desire for the NH Center for Non Profits to assist the Board with establishing a more explicit set of by-laws and aid with other issues facing the Board. VP Tim Robinson appointed Brad Presby and Bruce Treat as representatives from the NHMPA to meet with the NH Center for Non Profits to understand what type and what level of assistance the Center will provide. All Board members agreed with the appointment. Discussion was held on the performance of Bodie Peters as President of the NHMPA. Motion: Bruce Treat made a motion that the Secretary informs the President that the Board of Directors has no confidence in the President’s ability to perform the duties of his office. Seconded by Howard Pearl. Roll-call vote taken. (Yes meaning no confidence) Bruce Treat – yes, Mike Moore – no, Ben Fisk – yes, Brad Presby – yes, Skip Cilley – yes, Dale Smith – yes, Dee Linn – yes, Howard Pearl – yes. Majority voted yes. Motion passed. Container Commitee Report- Container Chair Bill Cheney stated that Bacon Jug Company indicated previously but still has not confirmed that there will be no increase in the price of containers for the next season. The sale price will be honored through June 30th. Bill is still waiting on a few dealers for their 6 month self inventory as well as their purchase requests for next season. Treasurer’s Report- Bruce Treat provided a list of container dealers demonstrating their inventory at the beginning of the year. He feels that the inventory held by dealers is too large. He suggests by limiting the individual dealer’s inventory to one year’s worth of sales volume, it could potentially return $40,000 working capital to the Association that is currently held in inventory. Bill Cheney expressed concern with limiting inventory as it is difficult to predict how much will be needed in inventory when purchase of containers is made up to nine months in advance. Bruce indicated that there is a need for the directors to perform a physical inventory of the containers. Motion: Tim Robinson made a motion that two (2) directors or a director and an NHMPA member closest in proximity to a container dealer contact the dealer within the next 30 days to perform a physical inventory of containers. The container sales slips will be inspected and the number of the next blank slip will be noted. Seconded by Howard Pearl. Counted vote taken. All voting members voted in approval. Mike Moore abstained. Motion passed. The following schedule of inventory performance was created: Dealership Director/Member Chappell Brad Presby and Bill Cheney Cheney Dee Linn and Brad Presby Fuller Brad Presby and Bill Cheney Sunnyside Maples Howard Pearl and Dale Smith Tomapo Dee Linn and Skip Cilley Westwynde Tim Robinson and Edward Robinson Note: Longview Forest Products was inventoried by Bruce Treat and Dale Smith. Bascom Maple Farms owns their inventory. Bruce discussed wanting the dealers to own the containers and no longer using the current consignment system. Bill expressed concern that dealers are unlikely to have enough expendable cash to be able to purchase the needed inventory. Howard Pearl reminded the board that he had on more than one occasion brought up strong concerns with the consignment practice when he began as treasurer 10 years ago. Discussion was held about the potential for a central inventory location. No financial report is available due to the information that Bruce has is not correct. He did have the bank statement and checkbook available for review and Dee Linn and Howard Pearl reviewed. The Association has filed an extension of its tax return. Bruce reminded the Board of his request to review the Proposed Stipend Policy and asked that comments regarding such be emailed to him. He will review and provide the policy at the next board meeting. Bruce has done a review of the container dealers and has concerns with one specific dealership. A report on Longview Forest Products, run by Bill Eva, shows discrepancies in inventory and record keeping. Bill Eva spoke to his concerns with the lack of guidance from the Board for container dealers. Howard commented on past requests made by him as Treasurer to submit inventory reports and dealer reconciliation sheets in a timely manner. Bill Cheney said he recalls the Board stating a two month time frame for submitting container sales slips. Bruce expressed concern regarding inventory shrinkage and who is liable to pay for it. Bruce reminded the Board that he had emailed a draft container consignment agreement for the Board to review on May 23, 2015. His recommended course of action is to determine the correct container inventory with the understanding that NHMPA Board members can be held financially responsible for any loss incurred. IMSI/NAMSC Report- Bill Eva reported that due to his wife’s recovery from injury, he was not able to attend the most recent meeting. Minutes from that meeting were forwarded to the Publicist for review and content included in the latest issue of the Gathering Tank. New Business- Bruce discussed the need for Directors’ Liability Insurance. He will discuss this option with the insurance agent. Member Jim Fadden asked Bruce to get more information on the possibility of pooled product liability insurance. There is a potential for another Board Meeting to occur before the Summer Meeting is held. It will depend upon the progress made with the inventory audits and the meeting with the NH Center for Non Profits. VP Tim Robinson will call for the meeting if warranted. Motion to adjourn the meeting made by Dee Linn. Seconded by Howard Pearl. Counted vote unanimous. Motion passed. Meeting was adjourned at 8:46 pm. Respectfully submitted, Robyn Pearl, Publicist