MINUTES Willamette Jazz Society Board of Directors Meeting Monday, February 2, :30 pm 67 West 29th Avenue, Eugene

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1 MINUTES Willamette Jazz Society Board of Directors Meeting Monday, February 2, :30 pm 67 West 29th Avenue, Eugene Board Members Present: Sean Brennan Bill Klupenger Richard Linton Wayne Martin Torrey Newhart Laura Niles Nick Rieser George Rode Jack Viscardi Also Attending : Chris Orsinger Alexis Smith Robert Sposato Board Members Not Attending: John Crider Zachery Diet Charmaine Rehg Eric Richardson I. Housekeeping (10 minutes) A. Announcements (All) Nick announces that Mimi Nolledo has resigned from the Board and that Charmaine intends to resign soon. B. Review Agenda (Nick) Sound Team Report was moved to beginning of reports to accommodate Sean's schedule since he must leave the meeting early. C. Review of action items and adopt minutes from last Board meeting (Jack) The following revisions were made to the Draft Minutes of the January 5 Meeting: 1. Under the Tuesday Jams Report, a correction was made to the name of the donor for the two-month sponsorship. It was recorded in the Draft Minutes as "Otto House"; it has been corrected to "Auto Haus." 2. Under the Development Committee Report, it was noted that the priority for grants should have been recorded as "$4,000 - $50,000," rather than the "$40,000 - $50,000" which appears in the Draft Minutes. 3. Under the Status of Revised Proposal for WJS Membership Policies and Practices ( (III.A. of Focused Discussion Topics). the Draft Minutes show that two motions had been introduced, seconded, and approved. The second motion (under III.A.b.)had been incorrectly recorded in the Draft Minutes to read as follows: "After much discussion of the merits and the cost of the musician membership classification, a motion was introduced and seconded to eliminate the musician membership classification. This would eliminate the free use of the Jazz Station that came with that membership status. Vote: 8 yea - 0 nay - 1 abstain. Motion approved." The Board agreed that the second motion had actually addressed the "band membership classification" and not the "musician membership classification," as recorded. To clarify the intent of the Board at the January 5 meeting and to allow the minutes of that meeting to accurately reflect what had actually been voted upon by the Board at that meeting, a motion was introduced to correct the entry in the Draft Minutes by adopting a clarifying resolution which stated as follows: Resolved, the Board agrees that a motion was introduced and seconded, at the January 5 Board Meeting, as an advisory motion to the Membership Committee, to eliminate the band membership classification. That motion had been approved by a vote of 8 Yea, 0 Nay, and 1 Abstain, at the January 5 1

2 + meeting. This current resolution has been seconded and adopted by the Board at this February 2 meeting. Vote: 8 Yea - 0 Nay - 0 Abstain. A motion was introduced and seconded: Resolved, the Board approves the minutes of the January 5, 2015 meeting, as corrected.. Vote: 8 Yea 0 Nay - 1 Abstain. Minutes approved. II. Standing Reports (100 minutes) A. Sound Team (Sean) (5 min) Sean reports that the Sound Team has acquired and installed the audio equipment authorized at the January meeting. This included direct boxes, equalizers, etc. This equipment has been troubleshot and is working well. Currently under consideration for future upgrade to the sound system is a sound PA for use by renters of the Jazz Station. B. President s Report (Nick) (25 min) 1. Tuesday Jams update. Nick reported that the Week 1 Advanced Tuesday Jam was well attended, good turnout of participating musicians and audience, with quality music and great energy. Turnout of participating musicians and audience was down at Week 2 and Week 3 Jams. 2. Meeting on branding and logo design (See attached President's report). 3. Board member elections and leadership transitions The following Resolution was introduced: Resolved, the Board accepts Nick Rieser's resignation as President effective Feb. 3. Resolved, the remaining Board Officers (Rich Linton, John Crider,, Bill Klupenger, Jack Viscardi) and Laura Niles shall serve as the Executive Committee to manage Board affairs until a new President takes office. An amendment to the Resolution was offered, to add the following language: "The Executive Committee shall meet within two weeks of adoption of this resolution." This amendment was accepted, and it was then moved and seconded to adopt the Resolution, as amended. Vote: 8 Yea - 0 Nay -1 Abstention. It was noted that Nick will continue to head up the Logo and Sign Design and Construction project and continue his role in Marketing. A draft resolution was introduced and modified to the following: Resolved, Ted Ledgard shall serve as Chair of a Nominations Committee charged with recommending a proposed slate of candidates for the Spring general elections. The proposed slate should be presented to the Board for consideration at the March 2 meeting. It was moved and seconded to adopt this resolution. Vote: 8 Yea - 0 Nay - 1 Abstain 2

3 4. WJS organizational structure and decision making. Nick will prepare an organizational structure and decision making diagram by the next Board meeting. C. Bookings Team (Torrey) (20 min) Draft Transitional Plan on Bookings (Chris, Torrey, Nick) The Bookings Team presented a Bookings Team Job Descriptions & Transition Plan which included a Booking Team Configuration and Lines of Authority and a Proposed Timeline of the transition. The Board asked the Booking Team to draft a resolution by the March meeting which outlines the WJS Booking Policy and the approach to the variety of Jazz Station performances, including the mix of musical styles and of local/regional/national artists. The Booking Team agreed to do so. The Board also asked the Team to bring forward, at the April or May meeting, recommendations for a Compensation Policy which address items such as the split of the admissions revenue, guaranteed fees, and any other factors that affect the fees paid to musicians for performing at the Jazz Station. This should also address any compensation, if any, that might be paid to anyone performing booking activity. The Team agreed to do so. Robert agreed to work with the Team in developing this compensation policy, and the Board agreed that he may submit a Minority Report if he feels the need. Rich requested that Robert provide a report at the March meeting on the Jazz Alive series. Robert agreed to do so. D. Management Team (Laura) (5 min) Recent Fundraising Events Laura reports that the Mazzi benefit dinner yielded $196 to the WJS. Primary expense of putting this on was a mailing to all members. In the future, she would promote with s. Laura says that these kind of event clearly point to our need for a Special Events Manager. Laura reports that Calvin Smith (1/31/15) was our first double event that sold out both shows. She emphasizes that we may have a fire safety capacity of 80, but we can't sell 80 tickets, because that number includes the band, the volunteer staff, the event manager, etc. She also says that we need to broaden our use of advanced tickets. Rich presents a report from Ted of Marketing on the negotiations currently underway with Gretta Matassa for her February 19 shows. The report shows different hypothetical yields for musician compensation and for Jazz Station with three different approaches to splitting the gate. Robert and Chris offered a couple of observations about how much she said she needed to be paid to come and perform at the JS. After much discussion of various splits, Laura offered a compromise motion: Resolved that, for the Gretta Matassa concerts only, we authorize Robert to offer a 75%/25% split of the gate with the artist getting 75%. This motion was seconded and voted upon. Vote: 8 Yea - 0 Nay - 1 Abstain. Motion approved. E. Treasurer (Bill) (5 min) Bill presented a report with updates on the budget. F. Membership (Nick, John) (10 min) 3

4 1. Proposal for membership categories and pricing Nick reported that we would be receiving a Comprehensive Membership Plan to address at the March meeting. John is committed to producing one. There was a request from the Board for a one-week lead time on delivery of this plan to Board members. There was also a request that draft board minutes be sent to committee/team leaders by when they are sent to Board members. Jack said that he will do so.. G. Marketing (Nick, Ted) (5 min) 1. KLCC Underwriting Rich reported for Ted that the WJS will underwrite KLCC programming in March and April. We will buy 40 spots at $19 each which will air during popular jazz programming (weds, Thurs, and Sunday evenings). We will receive 20 additional spots, free of charge, which will air on programming to be determined by KLCC. Our marketing survey forms will be modified to include KLCC as a possible source for information about the Jazz Station [Secretary's Note: Ted informed me subsequent to the meeting that our marketing survey forms have included KLCC as a source since the form was initiated.] H. Development Committee (Rich) (5 min) 1. Planned grant proposal submissions for operating support in Prospective contacts with local Family Foundations Rich provided a brief summary of the highlights of the written report submitted by the Development Committee. I. Art Gallery (5 min) 1. Plan for 2015 exhibits We are currently soliciting artists for 2015 showing. We have two volunteers who are very interested in helping with the Art Gallery. Mimi has resigned and is no longer involved with the Gallery J. Sunday Jam Team (Wayne, Nick) (5 min) Wayne reported that the Sunday Jam Team met on January 30. It is apparent that there are conflicting interpersonal issues involved. He thinks that we may have to reinvent the Sunday Jam. He believes that we need to make it institutional at the schools (high school and middle school). One idea is to invite faculty members to attend the Jam on the 2nd Sunday in March, perhaps a meeting at 7:15 pm.. He discussed how we might want this jam to be structured. One idea is to have the 1st set include the house band and all comers; 2nd set, a school band; 3rd set, house band with all comer guests from the schools. George mentioned that the ESYO has a jazz group that might be interested in participating. Hopeful to have a new format for an April launch. Due to health concerns, we need to come up with individuals to lead the jams. Sean has offered to lead one a month. That leaves us needing three additional leaders. III. Review Action Items and Topics for Next Board Meeting (10 minutes) (Nick, Jack) -Rich said that he will coordinate an Executive Committee meeting within two weeks. -Bill said that he will participate in making that Executive Committee meeting happen. 4

5 -Laura said she will get with the Development Committee to discuss personnel needs and budget for inclusion in grant proposals for operating support, she and will meet with Booking Team to discuss Transition Issues. -Jack will participate in Executive Committee Meetings, and will get the draft Board -Meeting minutes to team leaders when they go out to Board members. -Wayne will write a mission statement for the Sunday Jam and send it to Board members and will draft an outreach letter to teachers. -Chris will work on the Booking Policies and talk to John. -Nick will develop the organizational structure and decision making diagram. He will also talk with John to consult with Bill on membership and money. -Wayne will write a Mission Statement for the Sunday Jam and will draft an outreach letter to teachers for participation in the Sunday Jams. IV. Adjourn Meeting 8:45 PM 5

6 RESOLUTIONS ADOPTED Willamette Jazz Society Board of Directors Meeting Monday, February 2, :30 pm 67 West 29th Avenue, Eugene 1. Clarification and Correction to January 5 Board Meeting Minutes: Under the Status of Revised Proposal for WJS Membership Policies and Practices ( (III.A. of Focused Discussion Topics). the Draft Minutes show that two motions had been introduced, seconded, and approved. The second motion (under III.A.b.)had been incorrectly recorded in the Draft Minutes to read as follows: "After much discussion of the merits and the cost of the musician membership classification, a motion was introduced and seconded to eliminate the musician membership classification. This would eliminate the free use of the Jazz Station that came with that membership status. Vote: 8 yea - 0 nay - 1 abstain. Motion approved." The Board agreed that the second motion had actually addressed the "band membership classification" and not the "musician membership classification," as recorded. To clarify the intent of the Board at the January 5 meeting and to allow the minutes of that meeting to accurately reflect what had actually been voted upon by the Board at that meeting, a motion was introduced to correct the entry in the Draft Minutes by adopting a clarifying resolution which stated as follows: Resolved, the Board agrees that a motion was introduced and seconded, at the January 5 Board Meeting, as an advisory motion to the Membership Committee, to eliminate the band membership classification. That motion had been approved by a vote of 8 Yea, 0 Nay, and 1 Abstain, at the January 5 meeting. This current resolution has been seconded and adopted by the Board at this February 2 meeting. Vote: 8 Yea - 0 Nay - 0 Abstain. 2. A motion was introduced and seconded: Resolved, the Board approves the minutes of the January 5, 2015 meeting, as corrected.. Vote: 8 Yea 0 Nay - 1 Abstain. Minutes approved. 3. Board member elections and leadership transitions The following Resolution was introduced: Resolved, the Board accepts Nick Rieser's resignation as President, effective Feb. 3. Resolved, the remaining Board Officers (Rich Linton, John Crider,, Bill Klupenger, Jack Viscardi) and Laura Niles shall serve as the Executive Committee to manage Board affairs until a new President takes office. An amendment to the Resolution was offered, to add the following language: "The Executive Committee shall meet within two weeks of adoption of this resolution." 6

7 This amendment was accepted, and it was then moved and seconded to adopt the Resolution, as amended. Vote: 8 Yea - 0 Nay -1 Abstain 4. Resolved, Ted Ledgard shall serve as Chair of a Nominations Committee charged with recommending a proposed slate of candidates for the Spring general elections. The proposed slate should be presented to the Board for consideration at the March 2 meeting. It was moved and seconded to adopt this resolution. Vote: 8 Yea - 0 Nay - 1 Abstain 5. Resolved that, for the Gretta Matassa concerts only, we authorize Robert to offer a 75%/25% split of the gate with the artist getting 75%. This motion was seconded and voted upon. Vote: 8 Yea - 0 Nay - 1 Abstain. Motion approved. 7