LitvakSIG, April 8, 2007

Teleconference Board Meeting

Howard Margol called the meeting to order at 8:00 p.m. ET. In attendance were Judy Baston, Ada Green, David Hoffman, Howard Margol, Mike Posnick, Aaron Roetenberg and Olga Zabludoff.

1) Aaron proposed the need for a "Capital Campaign," explaining that he means that the LitvakSIG needs major donors to give amounts such as $500, $1000 and more, in order for our research projects to be successful. Major donations are needed to make a dent in the vital records and other SIG research projects. Judy and David indicated that it would be possible for researchers to advance funds to get a particular project started and be repaid as donations came in.

2) Domain name issue. Howard read an email from Ernie Fine, former Board Member and Webmaster, which made clear that this has been a reoccurring problem for a number of years. Several times plans had been made to resolve it, but they were never carried through to completion. Our legal advisor has advised us of the options we have to resolve the issue. Judy moved that Aaron, on behalf of LitvakSIG, should tender $100 per Domain Name in the blind Network Solutions auction, with a limit of $350 plus 5%. David seconded the motion, which was passed unanimously.

3) Bylaws Committee report:

Mike reported that the Bylaws Committee, after lengthy discussion, had only agreed that nominations should be limited to those made prior to the annual meeting at the Conference and thereby eliminating any nominations from the floor at the LitvakSiG meeting. All other issues had been actively discussed but remained unresolved because of divided opinions.

Judy commented that in his review of our current Bylaws, Sam Aaron had found problems and inconsistencies that we “could drive a truck through”; he has proposed a new set of Bylaws that have merit and are being reviewed.

David suggested that since the Committee was charged with making recommendations to the Board, we should go ahead and discuss the outstanding issues and vote on them during this meeting, which would allow the Bylaws Committee to complete its work more quickly.

The changes to the Bylaws discussed were:

1. Role and rationale of electronic voting for electing directors and approving Bylaw amendments - alone or in combination with voting in person at IAJGS conferences. It has been used by the LitvakSIG in the past, and a new Bylaw is not necessary to authorize it. However, in order to affirm the custom and legitimacy of voting by email, and because it is more inclusive and democratic for an international internet society, it was moved that we add an amendment to the Bylaws that electronic (email) voting will be used for elections. The motion was seconded and approved unanimously.

2. We discussed whether voting should also be allowed at the LitvakSIG meeting at the Annual Conferences. It was agreed that those members who had not already voted electronically, or had just joined at the Conference, could vote at this meeting. The vote was 4-3 in favor.

3. There was a consensus that we would eliminate nominations from the floor of the meeting at the Annual Conference, by having candidates declare themselves a minimum number of days before the conference - preferably in time to have their names and biographical statements added to the Ballot.

4. Use of proxies in elections was discussed. Iowa law allows proxies unless prohibited by a nonprofit association’s Bylaws. We moved and voted 6-1 that "Proxies shall not be allowed in any elections of candidates to the LitvakSIG board; however the LitvakSIG board may authorize proxies in other limited circumstances/matters to be voted upon." Mike Posnick voted "no" based on technical concerns but said that he could live with the board decision.

5. Establishing term limits for all board members was discussed. The consensus was that we allow only three consecutive three-year terms for all Directors; after leaving the board for a year, one could seek election to the board again. The vote was 6 in favor with Judy Baston abstaining, based on concerns that we be able to have a board of qualified and experienced leaders and the problems that can occur when people are "termed out" just when they begin to know enough to be effective in their jobs.

6. Regarding terms of Officers, who are elected by the Directors annually, current Bylaws require limiting the President to serving three consecutive two-year terms. The election of officers and term limitations on officers will have to be discussed at a later date.

7. It was agreed that the three-year terms of the nine directors should be staggered. Three directors will be elected each year, providing new leadership, energy and ideas to the Board. To achieve this, at the 2007 election, we will ask Directors to volunteer for one or two-year terms, and settle the rest by drawing lots. By the end of this upcoming election, we will have 1/3 of the Directors serving one-year terms, 1/3 serving two-year terms and 1/3 serving three year terms. Mike agreed that he would write this amendment up in proper language and we said that unless it differed in substance from our discussion, we would accept his wording.

The meeting was adjourned at 10:30 p.m. ET

Respectfully Submitted,

David Hoffman, Secretary