December 19, 2008 Board of Directors Meeting Minutes

JEN Board of Directors Meeting 12/19/08
Columbia College Chicago
600 S. Michigan Ave.
Members Present: Paul Chiaravelle, Steve Crissinger, Bruce Silva, Julie Traenkenschuh, Mary Jo Papich, Lou Fischer, Dan Gregerman, Andrew Surmani, Michael Kenyon, Rick Kessel, Paris Rutherford, Bob Breithaupt, Jim Widner, Jarrard Harris, Ruben Alvarez
College students representatives: David Kromelow (De Paul University), Alex Mariyani (Columbia College) arrived late.
Guests Present at various times: Terri Pontremoli, Dave Fodor, Warrick Carter, Nancy Grant
Not Present: Ellen Rowe
Meeting was called to order at 7:45 am with Greeting and Introduction by President Mary Jo Papich
• General Information
o The minutes from the August board meeting in Columbus, OH were approved online
o Papich informed the BOD that the Executive Committee agreed to make board minutes a “members only” feature on the website
• Membership Report—Vice President Lou Fischer
o Presently JEN membership is 341 members representing four countries, Canada, Australia, the United Kingdom and the United States. Membership residing in the United States totals 328 (96% of the overall membership), and the board was presented with a breakdown of membership by state. We are growing steadily at present, adding 5-10 new members a day.
o Paul raised the question as to whether or not we have tapped state arts groups in an effort to announce JEN to their members. Lou responded that some upcoming efforts were addressed in recent meeting with Nancy Grant who is heading the Communications Task Force
• Treasurer’s Report—Bruce Silva
o Report delivered through Nov. 30th as per last bank statement - Balance on Hand $16,442.08
o Still some memberships to be added which explains difference in report vs. current statement from bank
o Mary Jo submitted a detailed request for reimbursement for $882.25 for expenses incurred for filing of 501c3, state non profit status and monkey survey.
o Mary Jo—As per bylaws Bruce will chair finance committee with Lou Fischer, Paul Chiaravelle, Steve Crissinger and Andrew Surmani as members with ex officio advisors also to be added later as needed

Election of Board of Directors and Officers—Mary Jo Papich
o There will be a call for nominations which will go out to the membership in January via e-mail
o Nominating Committee (Bob Breithaupt, Michael Kenyon co-chair, Jarrard Harris co-chair, Steve Crissinger and Ruben Alvarez) will prepare slate
o Lou presented and explained a board schematic which will ensure continuity of the board
o Board—as per Bylaws, the Board of Directors members are elected to 3 year staggered terms with one third of the board being elected each year. This acts as a built in aid to ensure continuity on the board. Officers are elected by board members to 2 year terms.
o As a result of the above system, by 2011 the entire board will consist of elected members
o Much of this model was borrowed from PAS and it provides for orderly turnover and slowly integrates members into process—a healthy model

Andrew Surmani moved to accept the proposal of board model/governing structure as presented by the Ex Comm and the motion was seconded by Paul Chiaravelle. Said motion passed unanimously.
• Nomination questionnaire—Mary Jo
o Specifics and expectations of potential board members should be listed
o Concerns/changes—discussed include: designate BOD as opposed to Ex. Com. to make distinction, do we need document for BOD to sign stating that they understand responsibilities, the board suggests it is not necessary to list a number of executive committee meetings in this document.
o Documents will be fine-tuned by nominating committee and sent via email to BOD for comments and approval
o President’s Cabinet/Honorary Board—Mary Jo feels need for advisory cabinet who are not board members, but offer advice, etc. Also sees need for “roll of honor” for the sake of prestige, possible contributions, visibility and diversity
o Bob will wordsmith some ideas, put forth names—will evolve into hall of fame eventually—please send potential nominees to MJ
o The question was asked as to whether or not these people will be members and if so is their membership free. It was suggested that if we are asking people to endorse JEN we should offer complementary membership as a “special” group—however we need to
Lou Fischer moved to establish President’s Advisory Council and the motion was seconded by Jim Widner. Said motion passed with one opposed.
o Discussion: Ex. Com. should set and outline guidelines, etc. It was suggested that we consider not publishing this advisory list because with recognition comes obligations, etc. and we don’t want to end up with parallel boards
Bob Breithaupt moved to establish a committee to explore the establishment of a “roll of honor” and the motion was seconded by Rick Kessel. Said motion passed unanimously. (The committee will consist of chair Jim Widner, Julie Traenkenschuh, Jarrard Harris and Ruben Alvarez.)
• Membership Committee report—Lou Fischer
o 3 levels of festival membership were discussed as per guidelines established as a result of August meeting discussions. The Level I (JEN endorsed event) is recommended to be awarded to paid Corporate Partners only and to carry no fee beyond the Corporate Membership. Professional festivals would fit into this category. Level II would be designated the Festival Event category, with eligibility open to middle school, high school and collegiate level festivals (currently not already a member at an Institutional Category/no charge for existing Institutional Members beyond the Institutional Membership Fee). The fee for this membership category is recommended to be $100 membership, providing the opportunity for downloadable certificates, i.e. Outstanding Musicianship, Soloists Certificates and JEN adjudication forms, and a listing/link on the JEN website. The Level III category (no fee attached to this level) would remain a JEN partnered event as discussed in August and be reserved for strategic partnerships as such.
As Per August Meeting
o Level I—a JEN endorsed festival or event providing a logo/branding presence, materials a link or other identity on the website or in JEN publications.
o Level II—a JEN approved festival or event with various resources such as festival judging lists (adjudication forms), award templates i.e. Outstanding Musicianship Certificates, Outstanding Band Certificates, etc.
o Level III—JEN sponsored/presented festival or event where JEN will assume all costs or operate as a partner in the presentation.
Jim Widner moved to accept festival categories as determined by committee and the motion was seconded by Bruce Silva. Said motion passed unanimously.
Website Update—Steve Crissinger and Lou Fischer
o Cathy Benford has been appointed as the new forum manager
o Met with Nancy Grant and she’s on board to assist with general editing and publishing of information
o The website set up so that we can parcel out responsibility—let us (Crissinger/Fischer) know what needs changed
o Lou—as per previous discussions we are at phase III of website development
o Credit card processing problem: have to use billing address for credit card (can’t use personal card w/ work address, etc.). We are learning as we go and constantly correcting issues as they arise, etc. but for the most part, the website is functioning properly and we are able to collect membership dues and other fees within the automated system.
o Site available in 10 languages and a great deal of demographic information available through the use of recognized global translators already installed by the Drupal platform.
o JENeral store is up and running
o A Facebook site is being built by Steve Morphy, former student of Lou’s at Capital, now in Korea—he is being guided by Crissinger. It is likely that this site will help us continue to reach out to a younger demographic
• Partnerships/Endorsements Updates—Mary Jo
o NAMM—eight of the board and/or founding members are expected to attend NAMM show in January in Anaheim. Papich and Traenkenschuh will man the JEN exhibit at the Music Making Pavilion.
o Puerta Vallarta—The city of Puerto Vallarta has been working closely to make this first ever Jen approved Jazz Festival happen Feb. 13-16th. Papich reported that only two bands are slated to perform at this point in time. In addition to the clinics the bands have been invited to perform at the Malecon for thousands of people and will also receive official certificates of performance from the Mayors office in Puerto Vallarta, Jalisco, Mexico.
o NOLA JamFest— this new JEN endorsed festival is up and running and is looking very exciting with a great potential for growth. Dr. Fischer is planning to attend with his group the first weekend in March. Other possibilities for connections with the Loyola Jazz Festival (partner with JamFest) and JamFest will be explored.
o SUMMER NAMM July 17-19 in Nashville—Chairman Bob Breithaupt and Lou are working on a sample one- day in service with NAMM. More details to come.
o National Jazz Workshop—sponsored by the Army Blues and held at the University of Virginia in Shenandoah is for beginner through pro and will feature clinics, companies providing artists, they simply want JEN affiliation/approval.
o Music For All—Steve, Lou, Bruce—came to final strategic partnership agreement and we are now partnered with MFA for honors jazz band in March and summer symposium in June (multi-tiered system as per August suggestions), revenue sharing component—strong agreement very positive for both organizations, co-branding, etc.
o Detroit Jazz Festival (Labor Day Weekend)—Terri Pontremoli wants to work with JEN—provide opportunity for gathering place, educational component—Terri extended a formal invitation to JEN to be a presence at the festival this coming year
 Discussion ensued and it was mentioned that this makes sense to the mission of JEN which pertains to expansion of audience, can easily focus on small group participation rather than big band and is a flexible format for JEN
Bruce moved that we explore the possibilities of a partnership with the Detroit Jazz Fest and the motion was seconded by Jim Widner. Said motion passed unanimously. This effort will be led by Mary Jo, Jarrard and Bob.
• Annual Conference Possibilities
o Survey showed need/expectation for annual conference—until we have date/location we have many people playing wait and see game—need approval to explore no risk conference options for JEN
Paul Chiaravelle moved that we explore options of a no risk conference and the motion was seconded by Steve Crissinger. The motion was then withdrawn.
o Discussion: Andrew suggested using a university, Mary Jo mentioned that Symphony Publishing is on board with sponsoring/funding a conference with profit sharing. Symphony/Zapis Productions has experience with trade show production also and are willing to negotiate possibilities for a conference
Steve Crissinger moved that a committee be created to explore the possibilities of a no risk conference opportunity with Symphony Publishing for a conference in 2010 and the motion was seconded by Jim Widner. Said motion passed unanimously (Rick Kessel recused himself).
o Dr. Warrick Carter, president of Columbia College and JEN supporter and mentor, stopped by to offer support, sage advice and say hello. Special thanks were extended to Columbia College as sponsor of the Board’s breakfast and site.
• Student Composition Program Initiative
o Dr. Dave Fodor—specific guidelines will need to be developed, etc. looking forward to exploring the possibilities for JEN
Dan Gregerman moved that Dr. Fodor move forward with exploring the possibilities of a student composition program and the motion was seconded by Paris Rutherford. Said motion passed unanimously. Paris and Ruben will sit on the committee with Dave Fodor.
• Office Help/Internships
Lou moved that JEN explore the possibilities of JEN internships with various colleges/universities and the motion was seconded by Michael Kenyon. Said motion passed unanimously.
• Professional Management of JEN—
Andrew Surmani (packet proposal from Madeline Crouch)
Bob moved that the Ex. Comm. be charged with exploring the possibilities of professional management associations for JEN and Andrew seconded the motion. Said motion passed unanimously.
Meeting adjourned at 10:37 am. (Lou moved, second Steve—motion passed unanimously.)
Respectfully submitted,
Julie Traenkenschuh
Secretary- Jazz Education Network
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Addendum to minutes executed on March 25, 2009:
A motion was made on March 21, 2009 by Michael Kenyon, via email, seconded by the Nominating Committee to enlarge the size of the JEN Board of Directors to seventeen 17 from 12 ----the number originally agreed upon in December, 2008 and is within the adopted bylaws which establish a maximum board size of 25. The motion passed by majority vote via e-mail.

Respectfully submitted,
Julie Traenkenschuh
Secretary - Jazz Education Network

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