Minutes of the Board of Directors of ChoralNet, Inc.

May 24, 2005

Ramada Plaza O’Hare, Chicago, Illinois

In Attendance:

Michael Shasberger, President; James D. Feiszli, Secretary; Christine Hoffman, Treasurer; Allen Simon, Frank Albinder; ex-officio: Martin Knowles

President Shasberger opened the meeting at 8:45am by presenting the following agenda:

1. Approval of Minutes

2. Treasurer’s Report

3. Financial Considerations

4. Partner Considerations

5. Board Development

6. List & Forum Considerations

7. Other Business

            Musica,

            Continuing Relevance

            CPDL

Online Meeting Protocols

            Next Meeting

Minutes

Albinder moved approval of minutes from the previous meeting, Simon seconded.  No discussion, no corrections. Motion passed.

Treasurer’s Report

Hoffman presented the current Budget report.  ChoralNet spending is matching income.  ACDA support is delinquent.  Interim fund drive has raised very little.  Actual annual fund drive will take place in Autumn, beginning on 15^th of September.  Hoffman will plan and coordinate.  Feiszli will solicit testimonials for list distribution from Partner representatives.  Rest of Board will prepare solicit testimonials from well-known persons in the choral field.  All Board members will prepare testimonials and have made donations prior to kick-off.

Financial

Feiszli raised the possibility of funding an administrative position and the financial obligations it would involve.  Discussion ensued as to the need and purpose of such a position.  Issue was referred to sub-committee (Shasberger and Hoffman) which will create a job description, job expectations, and investigate what reasonable salary limits might be.

Simon moved that Board member expenses in excess of $250 incurred in attending this meeting be reimbursed.  Hoffman seconded.  Motion passed.  Shasberger stated that the same policy will remain in force for future annual meetings.

Partner Considerations

Shasberger presented an application from Rehearsal Arts to become a Partner of ChoralNet.  This is the first Partner application since the re-constitution of ChoralNet.  Immediate discussion included the difference between commercial Partners and association Partners and ensuring the position and status of the founding Partners.  Albinder moved that a sentence be included in Article 3.3 of the ChoralNet Bylaws that states: The three Founding Partners of ChoralNet – ACDA, CA, IFCM – are each entitled to one of the Partner Board seats unless they waive their right to that seat.  Feiszli moved that Rehearsal Arts be accepted as a ChoralNet Partner effective immediately.  Shasberger will notify Rehearsal Arts of that decision.

Feiszli gave a short report on the status of ChoralNet in regard to the three founding Partners, urging that ChoralNet work diligently to raise its presence at those association’s conferences and in their print media.  The Board agreed to set the annual face-to-face ChoralNet Board meeting for June 7, 2006 at the Capitol Hilton hotel in Washington, D.C. in conjunction with the Chorus America annual convention.

Albinder agreed to contact Ann Meier Baker, Executive Director of Chorus America, to urge her to fill the empty Board seat vacated by Frank Stubbs.

Shasberger opened up discussion on the issue of Board development and term limits for ChoralNet Directors.  The issue is regeneration and renewal of the Board of Directors.  The majority agreed that a regular, planned turn-over for Board membership was a healthy process for ChoralNet.  Each Board member was assigned to identify and bring forwards potential Director candidates to add to the ChoralNet Advisory Group as a pool for future Board members.  Feiszli has already sent a message to that group to ascertain continued inclusion in such a candidate pool. He will follow with personal messages to each one.  The Board then discussed term limits for current and future Board members.  Feiszli moved that Article 3.3 of the By-laws be amended to limit Directors to five successive one-year terms.  Albinder seconded.  The motion passed.  Shasberger asked if there needed to be term limits imposed for Officers of the Corporation as well.  The majority of the Board opined that, with the five-year limit on Director positions, this was not necessary.

Article 3.3 of the ChoralNet Bylaws, as amended in this meeting, is shown below.  Deleted clauses are shown struck out and new clauses are in red and italicized.

3.3       Manner of Election and Term of Office.  The Directors shall be appointed by the Board of Directors of the Corporation, according to the formula set forth in this article for representation by defined classes of Directors, by a simple majority vote of the Board of Directors at a regularly scheduled meeting. Each director so appointed shall take office at the time of appointment and shall continue in office for one year and until such director's death, resignation, retirement, disqualification, or removal. There shall be no limitation on the number of successive terms of office for which a director may serve.  A Director may serve a maximum of five successive terms with an interval of at least one year before re-appointment.  The Board of Directors will consist of at least four (4) Partners, two (2) Patrons, and one (1) Donor:

• Partners: Individuals, or representatives of associations or companies who contribute $2,500 or more annually to the Corporation, with a limit of one representative per partner organization.  The three Founding Partners of ChoralNet – The American Choral Directors Association, Chorus America, and The International Federation for Choral Music – are each entitled to one of the Partner Board seats unless they waive their right to that seat.
• Patrons: Individuals, or representatives of associations or companies who contribute $250 to $2,499 annually to the Corporation, with a limit of one representative per patron organization.
• Donors: Individuals, or representatives of associations or companies who contribute 50 to $249 annually to the Corporation.

Directors over the number of seven (7) may be Partners, Patrons, or Donors.  In the event that there are not sufficient candidates from any class, vacancies may be filled at the discretion of the Board of Directors.  A record of contribution to the Corporation within the past twelve months at the appropriate class level is required to maintain eligibility to retain a position on the Board of Directors.

List and Forum Considerations

Albinder reported that there had, as yet been little progress in implementing the changes voted at the last Board of Directors meeting.  He has created the committee designated by that action – consisting of Albinder, Knowles, Simon, and Carol Hague.  They have not as yet finalized the sub-categories to be used to create smaller communities of list users.  He briefed the Board on the system to be implemented.  Messages sent to Choralist will be categorized into subject types.  Current Choralist subscribers will be given the opportunity to “opt out” of particular types of messages if they so desire.  Messages will not be sent to subscribers if they have indicated such a preference.  The default subscription to Choralist will be to receive all messages.  For example, if a subscriber indicates that they are only interested in receiving messages pertaining to male chorus and community chorus, only messages with that content will be routed to that subscriber.  Knowles and Simon have already developed the technical apparatus to automate much of this categorization.  The hope is that such flexibility will keep subscribers from becoming weary of receiving too much mail of little interest and therefore make the lists more relevant to the choral community.  ChoralTalk will remain as it is for the immediate future.  ChoralAcademe will become a category in the new Choralist.  Website forums will be folded into new lists or categories, or they will be combined into a single “Choral Classified” forum resembling the classified advertising section of a newspaper.  Albinder will write an article describing and explaining these changes to be sent to all possible print media of the choral profession..  Feiszli and Ritten will use their IFCM and EC contacts to locate volunteer Spanish, German, French, and Italian moderators to create a new “ChoralTalk International” list with language options – users may choose to receive messages in specific languages.  Knowles will implement a standard footer space for all list messages in order to carry information about and from ChoralNet.  Implementation of these changes will by July 1, 2005.

Other Business

Musica - Feiszli relayed greetings from Musica Executive Director Jean Sturm and updated the Board on his work with Sturm.  The Board discussed how ChoralNet might be able to assist Musica and strengthen the collaboration between these two entities.  Feiszli was instructed to contact Sturm with the following offer:  ChoralNet will assume responsibility for the web interface of Musica.  The ChoralNet Board believes this work would be of great benefit to Musica in the following ways:

· Musica resources could then be directed totally towards development of the database and media rather than web design and interface.

· Musica finances will be enhanced in the following ways

o The amount of free information available through the web interface would be limited to a few key fields

o Simultaneously users would be made aware of the additional information possible through either purchase of a Musica CD-ROM or through a subscription service to Musica – with the entire proceeds going towards Musica.

o Interested users could be automatically directed to the Musica site or to publisher members of Musica

Enhancing ChoralNet Visibility and Relevance

Board members will sent to Knowles all print and online contacts regarding news dissemination in the choral world to allow him to create a distribution list for better public relations.

Choral Public Domain Library

Rafael Ormes, owner/operator of the CPDL has had repeated difficulties maintaining web service for his very popular free download choral music database.  Feiszli relayed that he and Musica Director Sturm had discussed a possible collaboration with the CPDL.  The Board agreed that it should attempt to act as an intermediary between these two major choral music database sources.  Simon will contact Ormes to develop a dialogue and possible agreement to host the CPDL.

Enhancing Online Meeting Effectiveness

Simon suggested that the agenda webpage used for online meetings be updated regularly throughout ChoralNet Board online meetings to allow Directors to quickly see the status of an ongoing meeting, which is often difficult to grasp given the asynchronous nature of the meeting and often simultaneous topics under discussion.  Albinder suggested using an online forum for the meetings, set up from the previously determined agenda, which will allow Directors to post replies to threads and easily see what items are under discussion and what has been posted previously.  For the next online meeting Knowles will develop a forum page for Board use and Feiszli will maintain a Board website as usual for agenda and documentation.

Next Meeting

The next (online) meeting, was set to begin on September 6, 2005.

The meeting was declared adjourned at 3:30pm by President Shasberger.

May 25, 2005

James D. Feiszli