YWCA Pacific Region

Annual Business Meeting Minutes

Hapuna Prince Beach Resort

November 3, 2007

I.  Call to Order Gloria Lau, President

Gloria Lau, President, called the meeting to order at 8:11.a.m. The President announced that effective January 23, 2008 the YWCA Maricopa County in Phoenix, Arizona would be the newest Association of the Pacific Region. She then introduced Soledad Brozek, Board President. She reported that Keri McLain, Executive Director, Silicon Valley and Conference Committee Co-Chair was unable to attend and thanked her for her efforts in ensuring that this conference had an emphasis on staff training. Agendas are in the packets.

2.  Consent Agenda Gloria Lau, President

The Consent Agenda consists of reports and items which are to be reviewed ahead of time as they are posted on the regional website prior to the business meeting. If there is an item on the consent agenda that needs discussion, requests can be made to move the item to New Business.

The following items were moved to New Business:

·  First item - By-Laws Amendment Regarding Quorum Requirement

·  Third item - Voluntary Disaffiliation of Sacramento and San Bernardino (Note: no information was submitted therefore no action will be taken so this item is pulled from the consent agenda)

·  National Coordinating Board (NCB) Report requested by Muriel Smalheiser.

·  Gender Neutral issue or petitions was added to the agenda by Janet Marcotte.

Motion # 1 Moved by Elaine Moore and seconded by Janet Marcotte that the consent agenda be accepted as revised. The vote passed unanimously.

3. New Business Gloria Lau, President

By-laws Amendment Regarding Quorum

Gloria reported that reaching a quorum at our business meetings has been a challenge. We have legal advice that we can achieve a quorum by electronic means such as conference calling as long as we have a means to validate that those on the other end of the call are regional members designated to vote. Our attorney is advising us that this is the way to meet the 51% requirement for a quorum. A quorum equals 24 associations.

Sitara Harvey-Cook concurred with the proposal and emphasized that the bigger issue now is how to educate people about their fiduciary responsibility to

the Association. In particular, Executive Directors must educate Board Presidents that participation is mandatory and, where needed, to exercise the option that a designated member may attend in lieu of the Board President or the ED. We need more regional members to attend these meetings.

YWCA Pacific Region

Business Meeting Minutes

11/03/08

Diane Masseth-Jones suggested that having one business meeting a year created a disconnection and Muriel Smalheiser recommended that advance notice of meetings would allow planning.

Gloria Lau indicated that we will discuss meeting issues later. Specifically, should we have 1 or 2 meetings a year and if we change the number of meeting days, it will require a change in our By-Laws.

NCB Report Muriel Smalheiser & Sitara Harvey-Cook, NCB Representatives

Muriel Smalheiser, one of our Pacific Region’s NCB Representatives asked for comments about the Business Plan to take back to the NCB since they meet next week. There was lengthy discussion about the various elements of the plan, ranging from questions such as, but not limited to, the broad scope of the plan, how this plan addresses the top priorities, potential conflicts in the fundraising area between the local Associations and national YWCA activities, and resources to support the growth of the national office. Moreover, there was a concern about the NCB’s focus – their role is to direct the work of the national office to achieve our goals. Sitara and Muriel will take these comments back to the NCB meeting.

Gender Issue

Sitara Harvey-Cook presented the background on this issue. An amendment in the By-laws was passed enabling Associations to determine if they wanted to allow men to serve on the Board of Directors of the YWCA. Initial criteria to support petitions were: (1) community standing: (2) legitimacy in your community; and (3) legal issues in state meaning that non-compliance with these laws would equal loss in significant funding for the organization. Recently, our lawyers advised that if any Association uses legal criteria as a basis for their petition, it would lessen the position of others who did not opt for the gender neutral language. Lengthy discussion followed.

The NCB may vote next weekend about the actual petition language. Most likely, everyone will be asked to resubmit their petition. SB-41 or anti-discrimination laws will not be considered.

Donna Audette thinks the bigger issue should go back to NCB – attorneys give advice, Boards make decisions. There are only 22 Associations in the country who have submitted petitions. Most of the Associations are in the Pacific Region (11 in our region plus our regional petition).

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YWCA Pacific Region

Business Meeting Minutes

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Nominating Committee Report – Cynthia Albers, ED (Hawaii) Chair Nominating Committee

Presentation of Slate

Cynthia Albers presented the Nominating Committee’s Single Slate of Executive Committee Officers for 2008:

President, Sharon Bettinelli, ED Berkeley 1st Term

Vice President, Sally Young, CEO Santa Monica, CEO, 1st Term

Secretary, Donna Audette, ED Middle Rio Grande, 1st Term

Treasurer, Keri McLain, CEO Silicon Valley, 1st Term

Members-At-Large

Janette Marcotte, ED Tucson, 1st Term

Silissa Uriarte Smith, ED Harbor, 1st Term

Margaret Checca, Board President, 1st Term

Motion # 2 Cynthia Albers moved that the Slate of Officers be accepted. Seconded by Janet Marcotte. Vote was taken and it passed unanimously.

Committee Recommendation

Cynthia reported that there were no nominations for the Nominating Committee. All were appointed. The Nominating Committee included: Arianna Barrios, Central Orange County Board President; Ameeta Dadlani, North Orange County Board Member; Jaya P. Egan, Monterey ED; and Margaret Checca, Pasadena/Foothill Board Member.

NCB Representatives

The criteria for NCB representatives were reviewed. Current USA By-laws require that NCB Reps must be voting members of local Associations and one of the NCB Reps must be a YWCA Volunteer – neither an employee of a local or regional YWCA.

President Gloria Lau clarified that the Regional Executive Committee requested that the Nominating Committee review additional criteria. Additional criteria included that NCB Reps also be Board Members of the Region which is defined as serving as Board President or Executive Director OR members who have served as officers in the preceding two years and who are currently active on a Board. Cynthia Albers reported that the committee reviewed the additional criteria and did not favor it. It was their perspective that changing the criteria would limit who would be eligible to

represent the Region and impact the diversity of the representatives. The perspective of the Executive Committee was requested. Several Board members

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YWCA Pacific Region

Business Meeting Minutes

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expressed that by having current or recent Board Presidents who are familiar with

the local issues would better serve the Region in representing us on the NCB. NCB Representatives need to be equally involved at the regional and national level. Another concern related to diversity was that we must work harder on supporting and bringing women under 30 into the organization and develop them for leadership roles. Elaine Moore offered to bring that focus to her Leadership Training committee.

Motion # 3 moved by Cynthia Albers and seconded by Judy Case di Pasquale (San Francisco) to change the criteria to add that the NCB representative must be a voting member of Regional Board (Board President or Executive Director) or served as Board member of Pacific Region in the preceding two years and is continuing as an active Board member. Vote taken and motion passed: Yes 12, No 11, Abstention 1.

Next item is to decide is when do we make this change. What we will do with the vacancy created by the ending of Muriel Smalheiser’s term.

Motion #4 was moved by Cynthia Albers and seconded by Janet Marcotte. The criteria will be effective immediately (vote in December 2007) and follow the standard timeline for filling NCB reps by having staggered terms that one NCB rep serves a 2 year term effective in April 2008 and one NCB Rep begins a one year term in April 2008.

Discussion followed about lapse in representation if this motion passed. Silissa Uriate-Smith proposed a friendly amendment that the current NCB Reps serve out their terms at which time the new criteria would be in effect. The friendly amendment was accepted by Cynthia and Janet then after further discussion was withdrawn by Silissa. Vote was taken and motion failed: Yes 8, No 15, Abstention 0.

Cynthia Albers requested that nominations for the vacant NCB Rep position (currently held by Muriel Smalheiser) be sent to her in time for the December election. The term of office is two years. Sitara Harvey-Cook will not complete her term until April 2009.

Rosamaria Gomez-Amaro, Pacific Region Secretary, reported that voting for the Slate of Officers had 24 members vote which met the criteria for a quorum (N=23) and the result of the election was 24 votes in favor of the slate. Slate will take office on May 1, 2008.

Executive Session ended. A five minute break was taken.

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YWCA Pacific Region

Business Meeting Minutes

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Association Services Committee Sharon Bettinelli, Membership Chair

The Chair is Pat Wiedhoff. The committee reported that there was an earlier recommendation to disaffiliate the Gardena YWCA. The committee is now requesting that it be rescinded and the Association be given one year. Information item is that the lawsuit was settled. No other recommendations from the ASC were made.

The Affiliation Agreement- Language was added to the agreement - if you are not following the standards/criteria then it is possible that the Association may be disaffiliated. All associations should have received them.

Motion #5 It was moved by Sharon Bettinelli and seconded by Janet Marcotte that the Gardena YWCA disaffiliation recommendation be placed on hold for one year. Vote taken and motion passed: Yes 23, No 0, Abstention 1.

Gloria reported to the members who returned from break that the expanded the criteria for being an NCB Representative for the Pacific Region was adopted and would take effect as written on the flip chart.

Next Regional Meeting - Gloria Lau, President

At our last Board meeting we had agreed that we would open for discussion the number of business meetings we would have each year. At the time, the concerns were related to managing our expenses, time and effort expended in planning meetings when a quorum was becoming very difficult to attain, and additional time taken from local Association activities/responsibilities. Ideas came forth on how to balance these competing interests, such as, adding a business meeting to regional training conference. Then on alternating years, schedule one small business session linked to the national conference, or one face-to-face meeting and a technology-assisted meeting. The main consensus reached was that we need to get together to talk about the issues whether it is face-to-face or by electronic means.

Gloria announced that April 10-12, 2008 would be the Annual YWCA USA Meeting may be in Washington D.C. and at the last meeting it was discussed we have tied our meeting to the national so we should look for dates for the next business meeting. More information will be coming.

Sitara announced that we should think about holding off on having a big conference this next fall and focus on the big National YWCA birthday celebration which is being planned. They are looking for help from the regions. Kay reminded the group that funds for an annual meeting in DC probably have been taken up by this conference.

Adjournment- Gloria Lau, President

The meeting was adjourned by Gloria Lau at 10:52 a.m.

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