THE JANE AUSTEN SOCIETY OF NORTH AMERICA, INC. MEETING OF THE BOARD OF DIRECTORS PHILADELPHIA, PENSYLVANIA OCTOBER 9, 2009 IN ATTENDANCE: Marsha Huff, Susan Allen Ford, Claire Bellanti, Phyllis Bottomer, Renée Charron, Sheryl Craig, Jane Davis, Linda Dennery, Sigrid Dynek, Bobbie Gay, Lorraine Hanaway. Elizabeth Jenkins-Joffe, Janet Johnson, Carol Ann Krug Graves, Iris Lutz, Carol Medine Moss, Gary F. Mitchner, Ann C. Morrissey, Lee Ridgeway, Isa Schaff, Susan Schwartz, Kerri Spennicchia, Elizabeth Jane Steele, Rosalie Sternberg, Freydis Welland ABSENT (excused): Joan Klingel Ray, Rita Shafer, Nancy Stokes INVITED GUESTS: Elaine Bander, David Graves, Frank McClanahan, Gail Parker, William Phillips President Marsha Huff, with a quorum present, called the meeting to order at 8:12 a.m. EST. Ms. Huff highlighted achievements during the past year and specifically acknowledged the efforts of the following Board members: Renée Charron, Susan Allen Ford, Carol Moss, and Lee Ridgeway were recognized for their efforts to post all of the out-of- print issues of Persuasions on jasna.org. Bobbie Gay was commended for continuing to introduce innovations to membership reports as Membership Secretary and database manager. Nili Olay was thanked for spearheading JASNA’s efforts to offer Paypal as a payment option on jasna.org. Paypal will be offered as an option for US and International membership dues, renewals, and charitable contributions. Sally Palmer was commended for her efforts to resolve the issue of lost copies of Persuasions caused by torn polybags, encountered in the May 2009 mailing of Persuasions. Approximately 220 copies were lost out of a mailing of 4,000 copies. No extra costs were incurred to correct the problem. Susan Allen Ford commented that thicker plastic material and stronger seams will be used in future mailings, and JASNA will specify the choice of mail delivery category. Susan Allen Ford was recognized for her efforts as editor of Persuasions and Persuasions On-Line. She was commended for her work on another special issue of Persuasions OnLine, which will be published in 2010, featuring papers from the conference held at Chawton House Library in the summer of 2009. Color illustrations and video clips will be incorporated where appropriate. This is the third special issue in Susan’s four years as Editor. In recognition of the 2010 special issue, the budget for this fiscal year includes an extra honorarium of $750 for Susan. Sheryl Craig and Kathleen Burke were commended for their innovation and creativity in the production of JASNA News. As the new Editor of JASNA News, Sheryl said that the three goals of the newsletter are to inform; educate; and entertain. She indicated that she would strive to include more international news and be sensitive to different levels of knowledge about Jane Austen. Finally, she would increase the regional news section to promote the sharing of ideas among regions and recognize the accomplishments of members. Ms. Craig acknowledged that JASNA was over budget for newsletter printing and postage and that either more funds could be included in next year’s budget for publication and distribution of the newsletter or the number of pages per issue could be reduced from 32 to 28. Ms. Huff commented that JASNA can afford the current format and that it is important to the members that the newsletter have a magazine “feel.” The budget will continue to provide for issues of 32 pages. Carol Medine Moss was recognized for all of her efforts on behalf of JASNA, for her refusal to accept an honorarium as Web Site Manager, and for her contribution of $1,500 for the Keynote Speaker at each AGM. The President’s Report and those of the Vice-Presidents and all JASNA committees are included in the Board Book. CONSENT AGENDA: The following motions, all included in the consent agenda, were made and seconded. The motions were adopted unanimously and without modification: (1) Motion to dispense with the reading of the Minutes of the 2008 Board meeting and approve them as written and to thank and commend Sigrid Dynek, JASNA Secretary, for her work. (2) Motion to accept the report of Renée Charron, JASNA-Canada Treasurer, and to thank and commend Renée for her work. (3) Motion to thank and commend Renée Charron for her work in scanning and preparing out-of-print issues of Persuasions to be posted on JASNA’s web site. (4) Motion to accept the report of Claire Bellanti, the new Vice President for Regions, and to thank and commend Claire for her work, in particular, guiding and advising both existing regions and groups wishing to organize new regions. (5) Motion to accept the reports on membership and to thank and commend Membership Secretaries Bobbie Gay and Nancy Stokes for their work; in particular, to thank Bobbie for her continuing innovations as Membership Secretary and database manager. 2 (6) Motion to accept the report of Elizabeth Steele, the new 800 number volunteer, and to thank and commend Elizabeth for her work, including her patience in dealing with an assortment of member questions and complaints. (7) Motion to accept the report of Iris Lutz, the new Vice President for Conferences, and to thank and commend Iris for her work, in particular, assisting in AGM hotel selection, guiding and advising AGM steering committees, continuing work on the AGM Handbook, and creating an online AGM Resource Center to guide planners. (8) Motion to accept the report of Sally Palmer, Vice-President for Publications, and to thank and commend Sally for her work. (9) Motion to accept the report of Susan Allen Ford, Editor of Persuasions and Persuasions On-Line, and to thank and commend Susan for her work and for undertaking special projects with Carol Moss, including the creation of a page of essays about “siblings” for the 2009 AGM and the posting of out-of-print issues of Persuasions. (10) Motion to accept the report of Sheryl Craig, the new Editor of JASNA News, and to thank and commend Sheryl and the new Production Manager, Kathleen Burke, for their very successful first issues and the innovations and creativity they have brought to the newsletter. (11) Motion to accept the report of Lee Ridgeway, Publications Secretary, and to thank and commend Lee for his work, including his work with Carol Moss preparing illustrations for posting on JASNA’s web site. (12) Motion to accept the report of Carol Medine Moss, Web Site Manager, and to thank and commend Carol for her work on the daily maintenance of the web site and her continued innovations and creativity. (13) Motion to accept the report of Carol Ann Krug Graves, Chair of the Grants Committee, and to thank and commend Carol Ann and her committee for their work. (14) Motion to continue in 2009-2010 (a) the Traveling Lecturer grant program ($1,500 each for three Traveling Lecturers) and (b) the award of grants to Regions for special programs and multi-regional conferences (up to $500 per grant), as recommended by the Treasurer in the proposed budget. (15) Motion to accept the Essay Contest report and to thank and commend the Chair, Lynn Sherick, and the essay contest judges for their many hours of service. (16) Motion to authorize an Essay Contest for 2010, with the budget recommended by the Treasurer in the proposed budget. (17) Motion to accept the report of the Churches Committee and to thank and commend the Chair, Lynn Sherick, and the committee for their work, in particular, their 3 success in fostering ties between JASNA and churches in England associated with Jane Austen. (18) Motion to accept the report of Ann Morrissey, Chair of the Script Bank and Lending Library, and to thank and commend Ann for her work. (19) Motion to accept the report of Kerri Spennicchia, Chair of the International Visitor Program, and to thank and commend Kerri and the IVP Committee for their work. (20) Motion to thank and commend Kerri Spennicchia for serving as JASNA’s clipping service, which keeps us entertained and informed with interesting articles about Jane Austen and JASNA. (21) Motion to thank the volunteers responsible for investigating and implementing the use of PayPal for the online payment of U.S. and international dues, which commenced September 1, 2009: Nili Olay, Carol Moss, Bobbie Gay, Isa Schaff, and Janet Johnson. REGULAR AGENDA: Treasurer’s Report Ms. Huff called for the Treasurer’s report. The Treasurer, Janet Johnson, analyzed JASNA’s Balance Sheet, indicating that JASNA was financially healthy. As of August 31, 2009, JASNA’s total cash and investments were up 4% from the previous fiscal year. However, JASNA has continued to experience an unrealized decline in the market value of its equity mutual fund investment, reflecting market changes in the economy. As of August 31, 2009, JASNA’s investments totaled $589,242, compared to $589,834 at the previous year-end. Ms. Johnson commented that operationally JASNA had a very good year. Membership revenue was slightly better than expected and even with fiscal 2008. Operating expenses were less than expected and in line with the budget, indicating good financial control. The 2009 Budget Ms. Huff called for the Treasurer to present the Proposed Budget for fiscal 2010. The budget for fiscal 2010 anticipates operating revenue to decrease to $158,318, down from $160,781 for fiscal 2009. Membership dues at $100,471 are forecast to be approximately even with membership dues for fiscal 2009. Operating expenses are anticipated to be in excess of operating income by $14,068. Ms. Johnson described the budget for 2010 as conservative. Overall, the budget for fiscal 2010 is flat to fiscal 2009. Ms. Johnson thanked Isa Schaff, Assistant Treasurer, for her guidance and mentoring. She also recognized Ms. Huff for her leadership in monitoring and containing costs. 4 Ms. Huff thanked Ms. Johnson for her excellent presentation of the financial report and budget. The Treasurer’s report and the reports of the Treasurer for JASNA-Canada are included in the Board book. A motion was made and seconded to adopt the fiscal 2010 budget as proposed by the Treasurer The motion was adopted unanimously. Proposal for 2012 AGM in New York City Ms. Huff called for the proposal for the 2012 AGM to be hosted in New York City by the New York Metropolitan Region, October 5-7. Nili Olay presented the proposal. Ms. Olay informed the Board that the Brooklyn Bridge Marriott Hotel will be the location of the 2012 AGM. The hotel can accommodate a minimum of 700 banquet guests and provide ample meeting space for breakout sessions. It also provides an attractive, safe, and comfortable environment. The AGM theme will be “Sex, Money and Power in Jane Austen’s Fiction.” This theme will enable speakers to focus on three subjects of continuing interest to Jane Austen throughout her six novels, the Juvenilia and the fragments. It is a theme particularly and powerfully associated with the host community, New York City. Nili Olay and Jerry Vetowich have been nominated to organize the conference. The following motion was made and seconded: Moved to approve the proposal of the Metropolitan New York City Region to host the 2012 AGM in New York City, New York, October 5-7, 2012, as set out at Tab 6 of the Board Book and the appointment of Jerry Vetowich to the Board as the 2012 AGM Coordinator. The motion was adopted unanimously. Proposal for 2013 AGM in Minneapolis, Minnesota Ms. Huff called for the proposal for the 2013 AGM to be hosted in Minneapolis by the Minnesota Region, October 4-6. Gail Parker, Regional Coordinator of JASNA-Minnesota, informed the Board that the 2013 AGM will be held in downtown Minneapolis, Minnesota at the Hilton Hotel. The theme of the AGM will focus on the 200th anniversary of the publication of Pride and Prejudice. The following motion was made and seconded: 5 Moved to approve the proposal of the Minnesota Region to host the 2013 AGM in Minneapolis, October 4-6, 2013, as set out at Tab 7 of the Board Book and the appointment of Gail Parker to the Board as the 2013 AGM Coordinator. The motion was adopted unanimously. 2010 AGM in Portland, Oregon Ms. Huff called on Susan Schwartz, AGM Coordinator, to present her report on the 2010 AGM in Portland, Oregon. Ms. Schwartz informed the Board that progress was on track for the 2010 AGM, which is entitled “Jane Austen and the Abbey: Mystery, Mayhem and Muslin in Portland,” centered on the novel Northanger Abbey. The overall structure of the AGM is in place and only the details remain to be worked out. 2011 AGM in Fort Worth, Texas Ms. Huff called on Rosalie Sternberg, AGM Coordinator, to present her report on the 2011 AGM in Fort Worth, Texas. Ms. Sternberg informed the Board that progress on the 2011 AGM, entitled “Jane Austen: 200 Years of Sense and Sensibility,” was on track. Commitments from plenary speakers include Andrew Davies, Deirdre Le Faye, and Joan Ray. The Region is organizing tours to places of interest in the vicinity of Fort Worth and Dallas, Texas. Nominating Committee Report Ms. Huff called on Jeanne Tackett, Chair of the Nominating Committee, to present the Slate of Nominees for terms to commence December 16, 2009, and the report on Board members and committees. The following Slate of Nominees and report was represented by Ms. Tackett: Slate of Nominees Officers Vice President/President-Elect: Iris Lutz (Tucson) Directly Elected Board Members (Terms expiring in 2012) Ann Morrissey (Maine) Cheryl Kinney (N. Texas) Lynn Sherick (Colorado) Member-at-Large of the Executive Committee Renée Charron (Quebec) 6 Publications Committee Linda Dennery (Metropolitan New York) Nominating Committee Jeanne Tackitt (Washington, Puget Sound), Chair Mary Mintz (District of Columbia) Leila Dooley (San Diego) BOARD MEMBERS AND COMMITTEES Directly Elected Members Terms expiring in 2010: Carol Ann Krug Graves (N. California) Gary Mitchner (Ohio, Dayton) Rosalie Sternberg (N. Texas) Terms expiring in 2011: Phyllis Bottomer (Vancouver, BC) Linda Dennery (Metropolitan New York) Elizabeth Jenkins-Joffe (District of Columbia) Ex Officio Members of the Board Treasurer-Canada: Renée Charron Membership Secretary-Canada: Nancy Stokes Publications Secretary: Lee Ridgeway Web Site Manager: Carol Medine Moss Editor, Persuasions: Susan Allen Ford Editor, JASNA News: Cheryl Craig Honorary Life Members Lorraine Hanaway Freydis Welland Members-at-Large Past President: Joan Klingel Ray AGM Coordinators: Elizabeth Jane Steele (Philadelphia, 2009) Susan Schwartz (Portland, 2010) Rosalie Sternberg (Ft. Worth, 2011) Executive Committee Marsha Huff (President) Claire Bellanti (First Vice President) Sally Palmer (Second Vice President) Iris Lutz (Third Vice President) Sigrid Dynek (Secretary) Janet Johnson (Treasurer) Bobbie Gay (Membership Secretary) Renée Charron (Member-at-Large) 7 Standing Committees Finance: Janet Johnson (Chair), Isa Schaff, Renée Charron, Nili Olay, Ann Morrissey, Elizabeth Roob Ireland Publications: Sally B. Palmer (Chair), Lee Ridgeway, Carol Medine Moss, Susan Allen Ford, Sheryl Craig, Linda Dennery Conferences: Iris Lutz (Chair), Pam Ottridge, Elizabeth Jane Steele Grants: Carol Ann Krug Graves (Chair), Kathy Erwin, Marcia Folsom Nominating Committee: Jeanne Tackitt (Chair), Mary Mintz, Leila Dooley Ms. Steele, who had nominated Ms. Lutz for the position of Vice President/ President-Elect, then spoke. She praised Ms. Lutz for her demonstrated creativity, leadership, resourcefulness, and dedication to JASNA, her superior organizational skills, and a love for Jane Austen that will serve JASNA well. Ms. Huff read this passage from Ms. Steele’s nomination of Ms. Lutz: Iris Lutz “is a truly amiable person and if Jane Austen were alive today and a member of JASNA, she herself would nominate Iris for this office.” Ms. Lutz stated that she was honored to be nominated and that, if elected, she would look forward to leading a fabulous team. A motion was made and seconded to accept the Slate of Nominees for terms to commence December 16, 2009, as recommended by the Nominating Committee and listed herein, and the Nominating Committee’s report on Board members and committees. The motion was adopted unanimously. Grants to English Institutions Ms. Huff observed that each year JASNA allows U.S. members to make contributions to JASNA, Jane Austen’s House Museum, and churches in England related to Jane Austen. Ms. Huff explained that U.S. tax rules permit U.S. members to take charitable contribution deductions for all donations made to JASNA, even if JASNA re-grants the funds to another organization, so long as the Board considers and approves such grants. The Board was directed to the report of the Churches Committee (Tab 11 in the Board book) and the report from the Jane Austen Memorial Trust (Tab 15 in the Board book). A motion was made and seconded to adopt the following findings and resolution: The Board of Directors has determined that contributions to English institutions closely related to Jane Austen and her family further the exempt purpose of JASNA by preserving architecture, artifacts, and collections important to the study of Jane Austen’s writing and life; The Board of Directors and the Churches Committee have reviewed requests for grants from such English institutions and determined that they further JASNA’s purpose and are appropriate; 8 IT IS, THEREFORE, RESOLVED, that JASNA shall make a grant in the current fiscal year to the Jane Austen Memorial Trust for Jane Austen’s House, Chawton, England, in an amount determined by the Treasurer based on available funds and that JASNA shall make a grant in the current fiscal year to All Saints Church, Deane, England, in the amount of $1,319.50 and a grant in the current fiscal year to the Church of the Holy Cross, Goodnestone, England, in the amount of $1,319.50. The motion was adopted unanimously. Bylaw Amendments Ms. Huff observed that there is ambiguity in the bylaw definition of “student” members with respect to the privilege of attending AGMs. “Student” is defined as follows:” “Student” shall mean any Member who is enrolled in a full-time course of instruction at the secondary school or higher level. No independent verification of such enrollment shall be required. Ms. Huff explained that in the past few years, requests have been received from parents of students younger than secondary school age to enroll their children as members or to include them in a family membership. Excluding these young people from membership potentially hurts JASNA’s future growth and the fulfillment of its mission. However, there is also a concern that the age requirement is needed to protect the atmosphere of JASNA meetings in general and the AGM in particular. The feeling is that younger students are not mature or educated sufficiently to understand the lectures that form the core of an AGM and to participate at a level that is appropriate. In addition, members and speakers must be free to discuss adult themes without engaging in the self-censorship that would be necessitated by an immature audience. Ms. Huff said that the purpose of the proposed Bylaw amendments is to craft a workable solution to these sometimes conflicting goals by allowing students of any age to become JASNA members but providing that only student members who are at the secondary school level or higher be permitted to attend an AGM. Discussion by the Board of the proposed amendments ensued. The Board expressed concern that there was no definition of “secondary” or requirement of a specific student minimum age. The Board determined that inclusion of the phrase “ninth grade” in substitution for the term “secondary school” in the proposed Bylaw amendments was appropriate. No proposal to include a specific minimum age was made. A motion was made and seconded to adopt the following resolutions amending the Bylaws: RESOLVED, that Article 1, Section 1 of the Bylaws is hereby amended to add the following underlined language: 9 Section 1. Qualifications. All persons interested in furthering the aims of the Jane Austen Society of North America, Inc. (the Society) may become Members of the Society by paying the dues; thereafter, they may participate in the activities of the Society, subject to the provisions of these Bylaws, so long as they shall continue in good standing. RESOLVED, that Article 1, Section 2 of the Bylaws is hereby amended to add the following underlined language: Section 2. Regular Meeting. The Members of the Society shall meet annually for the purpose of electing Officers and other members of the Board of Directors and for the transaction of business as may be appropriate. This regular meeting (the Annual General Meeting) shall be held annually in conjunction with the three-day literary conference typically sponsored by the Society each year. Members who are students may register for the literary conference held in conjunction with the Annual General Meeting only if they are in the ninth grade or higher; Regions may adopt similar rules for the attendance of students at their meetings. Notice of an Annual General Meeting held in conjunction with a conference shall be printed in the second issue of JASNA News and received by members no sooner than 90 days and no less than 20 days prior to the meeting. If the Society does not sponsor a conference in a given year, the Annual General Meeting shall take place at such time and place as may be designated by the Board of Directors by notice mailed to the Members no more than 90 days and no less than 20 days prior to the meeting. RESOLVED, that Article 1, Section 5.C.2. of the Bylaws is hereby amended to read as follows: "Student" shall mean any Member who is enrolled in a full-time course of instruction at any level. No independent verification of such enrollment shall be required. The motion was adopted unanimously. 2010 Tour of England Ms. Huff called on Mary Lou White to present the proposal for a tour to England in 2010. Ms. White informed the Board that the title for the tour proposed for 2010 tour would be “Jane Austen: Seascapes and Landscapes,” and the tour would feature an exclusive private tour of Windsor Great Park led by Austen-Knight descendant Cassie Knight Blackwell. It would be sponsored by JASNA and offered by Pathfinders, the English travel agency used by JASNA for past tours. It would be scheduled for July 13-24, 2010 and limited to a maximum of 40 participants. The tour guide for the 2010 tour would be Anthea Bryant, an accredited British Blue Badge Guide. Carol Pippen would replace Mary Lou White as the tour escort (Ms. White has retired). The price of the tour would be comparable to past tours. 10 A motion was made and seconded that JASNA shall sponsor a tour to England in 2010, entitled “Jane Austen: Seascapes and Landscapes,” as offered by Pathfinders and set out at tab 15 of the Board Book. A motion was made and seconded to adjourn the meeting; the motion was adopted unanimously. The meeting was adjourned at 10:15 a.m. EST. Respectfully submitted, Sigrid Dynek Secretary 11