Meeting of the Board of Directors 6:30 pm, April 19, 2013

Dearborn Adoba Hotel

I. Call to Order: Wostyn called meeting to order at 6:36PM

II. Roll Call: LeBlanc

Present: Wostyn, Malnar, LeBlanc, Anderson, Al Bobrofsky, Chirco, Garvin, Irick, Klunzinger, Pall, Peruski, Rothfeld, Sirna.

Absent: Friedman, Marzilli, Parks

III. Introduction of visitors: Wostyn

Gary Kelley, Joe Beaupied, Dave Henderson, Fred Raimond, Ann Bobrofsky, Brian Tideswell

IV. Invocation: LeBlanc

V. A. Minutes of Feb. 9, 2013: LeBlanc

Motion to approve the Minutes of Feb. 9, 2013 made by Anderson, seconded by Al Bobrofsky. Motion Passed.

B. Minutes of April 2, 2013 Telephone Meeting

Motion to approve the Minutes of April 2, 2013 Telephone Meeting was made by Pall, seconded by Garvin. Motion Passed.

VI. Additions to Agenda: Board

Klunzinger: Wants to add an item about show listing policy. Added as item F in New Business.

VII. Approve Agenda: Board

Board approved.

VIII. Director Absences: LeBlanc

Special meeting absences: Klunzinger, Rothfeld, Marzilli absent from April 2 meeting.

IX. Membership Comments: Wostyn

Joe Beaupied read a letter to the board formally requesting that Birmingham Bloomfield coin club be awarded host duties at a future convention. Either Fall or Spring would be acceptable.

Gary Kelley for NW Detroit coin club read a letter to the board formally requesting that NW Detroit coin club be awarded host duties at a future convention. His club would prefer a Fall show, but the next available will be fine.

(Both clubs have fulfilled their requirement of submitting a letter request and making a personal appearance before the Board. Board will inform clubs when show assignment is made.)

X. Fall 2013 Contract/Venue Selection: Wostyn

Board Discussion:

Malnar: The Adoba Hotel, per a meeting yesterday, has made a proposal that is the equivalent of what MSNS is paying for the current Fall show, approximately $16,245. The MCCC [Macomb County Community College] proposal for the Fall show is over $21,000. Malnar noted that the Adoba has a 5-year management agreement and has indicated plans to purchase this hotel. He noted that there are internal disputes between Adoba and the Hotel owner pertaining to the amount of maintenance necessary and how this affects the value of the hotel. Malnar believes the running of the hotel over the next 5 years will be stable with the current management. It was noted that the Adoba lost their liquor license last Friday [April 12, 2013] and is working to get it reinstated. It was noted that MCC is working on the speed bumps and chair situation. A floor plan was distributed to the board. Outside signs for Adoba are temporary, as part of the ongoing negotiations between Adobe and the hotel owners.

Klunzinger: Macomb is $5,000 more than Dearborn, right? Answer: Correct, MCCC is a larger venue.

Irick: Sees a revenue projection but not a table count projection. Needs to see both sides of the balance sheet. Irick expressed concerned that the Adoba is nearly empty most of the time, as he drives by it often.

Wostyn: MCCC has tested their chairs, and there is an option to bring in better chairs at an extra cost of $.50/chair. Now has a final estimate to have electrical boxes and cords located out of the way for most of the bourse floor. Wostyn noted that MCCC can't afford to buy the boxes and cords they need. If MSNS should buy them, the cost would be approximately $5,000, and those items would belong to MSNS.

Al Bobrofsky: We could own this equipment and possibly lease it back to the community college.

Peruski: What would be cost to set up? Answer: we are billed $2,310 at the Adoba for an Electrician to run the cords.

Klunzinger: It appears to cost $11,000 more to go to MCC - $5,000 more, plus $5,000 for electrical purchases, plus $1,000 for electrician.

Irick: MSNS shouldn't include asset acquisition in comparison. The true difference is more like $6,000.

Malnar: Adoba Hotel recognizes MSNS as loyal, this figured in the negotiations. Macomb contract is for 200 dealers, giving us much more space. MSNS would need to rent 30 more tables to make up the difference in cost for this facility.

Wostyn: MCCC is adding a lounge room in an attempt to make up for the lack of a hotel adjacent.

Malnar: Noted that MSNS has never sold the theoretical limit of 194 tables at a Fall show.

Motion: Al Bobrofsky moved, and Pall seconded, that MSNS select the Macomb County Community College for the Fall, 2013 venue for its Annual MSNS Convention, subject to obtaining an acceptable Contract for that venue.

Sirna: Noted that at Macomb you can grow the show. At Adoba you cannot. There has always been a waiting list for the main room. The MSNS Fall show is the biggest revenue producer for MSNS. He detects that the Adoba staff is uncertain about their future. If the Adoba is selected, it is critical that any MSNS contract with the Adoba would require protection for MSNS if the hotel declines and is no longer a viable venue.

Roll Call Vote:

Malnar – no, Anderson – yes, Bobrofsky – yes, Chirco yes, Garvin no, Irick yes, Klunzinger no, Pall yes, Peruski no, Rothfeld abstained, then changed to yes. Chair chooses to vote yes.

Motion passed 7 to 4.

Motion: Klunzinger moved, and Irick seconded, that we spend up to $6,000 to purchase electrical boxes and cabling required to set up the show at MCC.

Anderson – would like option with price identified, for overhead necessary ladder racks.

Sirna recommended that the motion not be encumbered.

After discussion:

Motion Passed unanimously.

Chirco: Initiated the discussion regarding the Grand Rapids Community College [GRCC] venue as a potential show location. Significantly, MSNS would be required to use GRCC security and cleaning staff. The cleaning staff would have access to the show floor after the show closes. This noted to be a significant issue for bourse security. The Grand Rapids metro area has a population of one million, although that is smaller than the Detroit area. It is considered a safe area.

Garvin: A major concern. Indicates that if we have cleaners [GRCC cleaning staff] working in the bourse area after hours, he will not attend.

Motion: Moved by Al Bobrofsky seconded by Klunzinger that MSNS select the Adoba Hotel for the Spring, 2014 venue for its Spring MSNS Convention, subject to obtaining an acceptable Contract for that venue and further subject to acceptable dates for the spring convention.


Irick indicated that the Spring show must not conflict with Windsor Coin Club's commitment to Ontario Numismatic Association Show April 4-6, 2014 in Canada.

Wostyn Noted that the Adoba is holding April 10 – 13 dates for an MSNS show. Believes an alternate date was end of March.

Al Bobrofsky indicated that in past years, MSNS date selection tried to avoid conflicts with ANA, CSNS, and International Show in Chicago.

Motion Passed unanimously.

LeBlanc requested that the bourse fees for Fall 2013 be set. He noted that last fall the cost for one basic table was $350, with an adjoining corner table at $350 and a discount for multiple non-corner tables at $325 per table.

Motion: Garvin moved, and Irick seconded, to set Fall 2013 bourse table cost to $400 for every table.

Discussion: Much discussion about discounting second and subsequent dealers tables.

Motion Passed unanimously.

Motion: Klunzinger moved that a discount be offered to dealers at the Fall 2013 show for non-corner contiguous tables, of $25 for their second table, and $50 for their third table and subsequent tables. Motion seconded.

Motion Passed Unanimously.

Motion: Irick moved that a discount be offered to book dealers, whose business is defined as being 80% or more of that type of business, such that their Fall 2013 table fee be set at $200 for their first table and to include any extra space that MSNS can provide. Additional space for book dealers to be set at $100 per 8 foot table. Motion seconded.

Motion Passed Unanimously.

Motion: Irick moved to amend the previous motion to include supply dealers. Garvin seconded.

Motion Passed Unanimously.

LeBlanc noted that he would be unable to accept bourse fees for the next convention applications for the Fall 2013 Convention until a contract is signed.

XI. Spring 2014 Contract/Venue Selection: Wostyn (See above)

XII. By-Laws Update: Bobrofsky

Motion: Al Bobrofsky moved, and Chirco seconded, that MSNS adopt the proposed revised Bylaws. [Written copies of the current bylaws, the proposed new bylaws and an outline of the Bylaws changes had been provided to the Board on April 5, 2013 in advance of the scheduled April 19, 2013 MSNS Board meeting].

A 10 minute break occurred at 8:17pm

Discussion: Preliminary discussion indicated that the board wished to review the proposed Amended Bylaws Article by Article. The By-laws were reviewed as follows:

Article 1 Main Purpose and Society Year: No Discussion

Article 2 Individual Membership and Dues:

Section 7:

  1. Leblanc raised concerns that section 7 which required "official MSNS application forms" would create a problem because MSNS has no such form at this time.

  2. Sirna indicated that there was an application form in the MichMatist. He indicated that the application form should be put on the website and match what is currently published in the MichMatist. He also noted that this should be adopted as the official application form and should be used by MSNS.

Section 9:

  1. LeBlanc raised concerns that if the board changes dues, it will not take effect until the next fiscal year. Fiscal year starts Jan. 1. If anyone pays dues in advance, they would be able to renew at the old rate.

  2. Sirna indicated that this would not be so. Dues would be set by the board. Members could not choose to pay the amount that they wished to pay, they would have to pay the rate set by the Board.

Article 3 Disciplinary Actions, Suspension or Expulsion:

Sections 2 and 4:

  1. Irick noted that in the modern world, most actions are published on the society's website. Last paragraphs of Sections 2 and 4 indicate that action will be published in the official magazine. Any consideration of the electronic age?

  2. Sirna: These sections don’t preclude publication in the website, but you might not want to publish on the website for legal reasons.

Article 4 Officers Directors and Governing Board:

Section 15:

  1. Klunzinger noted that absences counted as missing teleconferences – what about when someone is cut off by poor reception – they could be kicked off of the board outside their control? Right now, these are not counted as absences, correct?

  2. Wostyn – such absences in practice must be flagrant in order to initiate board removal. One would hope boards would be reasonable.

  3. Garvin – it still takes 8 people to throw you off.

[NB: The proposed Bylaws discussed provided that removal required 8 members to remove – that was not changed during the discussions – the requirement of 8 to remove remained in the proposed Bylaws that were discussed]

Section 17: Procedure for filling vacancies.

  1. Klunzinger notes that ANA and CSNS policy is to take the next runner-up. Why are we not doing the same?

  2. Committee felt that current practice should not change.

Section 9:

  1. Leblanc indicated that the current policy is the MSNS secretary and treasurer are combined, appointed by the president and confirmed by board. They serve until resignation or removal by board action. Under the proposed by-laws, the presidential appointment can be made at any time, albeit with the board's confirmation. This makes the Secretary-Treasurer unable to oppose the president without fear of recrimination.

  2. Sirna indicated that his was changed because it seemed wrong that it is more difficult to remove the Secretary-Treasurer, who is an MSNS employee, than it is to remove elected Directors and Officers.

  3. LeBlanc notes that he feels very strongly that this provision would harm MSNS in the future.

Article 5 Elections:

Section 2:

  1. Klunzinger noted that not more than 2 residents of any county may be elected as director. But that doesn't mean we cannot have more than 2 serve. Intention was to have no more than two from a county. We should remove "elected as"

Section 5:

  1. LeBlanc feels that this makes him uncertain as to how to perform his duty. "to be delivered and reported to the board at the fall convention.." but section 6 says all candidates must be notified one week prior to that meeting. LeBlanc feels that the board needs to clarify how this is to be resolved.

  2. Sirna indicated that this is a procedural issue. Suggested that the CPA be asked to notify Secretary-Treasurer of the election results within 5 days of certifying them. The Secretary would then provide the candidates (but not the public) with this information at the appointed time; followed by making public the results at the convention. This so those elected would know to attend to be sworn in.

Section 6:

  1. LeBlanc indicates that he feels it is clumsy to have the new board installed at approximately 10 am on Sunday at the fall convention and assume office at that time. LeBlanc feels the term of office should coincide with our fiscal (which is the calendar) year.

  2. Pall cited our election system as supporting that idea.

  3. Sirna indicated that our recent interregnum caused great difficulty, but that this could be corrected by changing so that the new board took office at the end of the convention.

Article 6 Committees and Other Personnel: No Discussion

Article 7 Meetings and Conventions: No Discussion

Article 8 Exhibits and Awards: No Discussion

Section 2:

  1. Klunzinger indicates that the proposed Bylaws would prevent directors from offering competitive exhibits. This changes the terms of office. Quoted Passic as saying this would make it difficult to get judges.

  2. Wostyn indicated that Frank Passic gave her an alternative plan, written, in detail.

  3. Anderson indicated that as a director who would be primarily affected by the proposed change, that he strongly supported the intent as written.

  4. Al Bobrofsky indicated that the intent behind this is avoiding conflict of interest.

  5. Sirna indicated that it looks very bad to give monetary awards to directors. It gives the appearance of impropriety to the public.

  6. Irick indicated that as Chief Judge it was his job to get judges, and he believes it not to be too difficult of a problem.

  7. Klunzinger stated that dealers should, out of consistency, not take tables at shows if they are directors.

  8. Strong response from dealers, with Garvin stating "nobody gives me a chunk of gold for having paid $400 for a table and showing up."

Article 9 Affiliate Membership: No Discussion

Article 10 General Laws and Regulations:

Section 1:

  1. LeBlanc objects to the provision that states that no debts will be contracted by the society “except that the President, in conference with either the Secretary or the Treasurer may incur debt and pay in advance for the daily operational necessities of the organization”. This means the Secretary-Treasurer may theoretically find himself calling the President for small amounts to be approved.

  2. Sirna indicated that if one eliminated "the President in conference with" be removed, this could be solved.

  3. Irick and several board members concurred that the current wording of this by-law is not clear as written.

Article 11 Anti-Discrimination Policies:

LeBlanc indicates that this has too many people who can be notified.

  1. Sirna responded that it’s necessary in case one of the potential persons is being accused.

Article 12 Indemnification: No Discussion

Article 13 Amendments to By-Laws

LeBlanc questions dissolution and if State of Michigan must be notified of changes.

Motion: To call the question. Seconded.

Motion passed.

Motion to adopt proposed Bylaws (Roll Call Vote Requested):

Malnar yes, Anderson yes, Bobrofsky yes, Chirco yes, Garvin no, Irick no, Klunzinger no, Pall yes, Peruski no, Rothfeld no, President votes yes. 6 yes and 5 no:

Motion failed (Bylaws require 8 votes to amend the Bylaws).

Motion: Pall moved that the committee be directed to review and bring a revised by-laws to next meeting.

Motion failed for lack of a second.

Motion: Moved by Irick that Article 5, section 2, of the proposed by-laws (page 6), be modified so that the words "elected as" be struck. Klunzinger seconded.

Motion passed unanimously.

Motion: Moved by Irick that in the proposed by-laws, Article 5, section 6, last line, that the ending words "that time" be changed to "the close of the convention". Motion seconded.

Motion passed unanimously.

Motion: Moved by Irick to pass the entire proposed by-laws, as amended. Pall seconded.

LeBlanc stated that if passed, he would have to review to determine if he could continue as Secretary/Treasurer. LeBlanc stated that he did not feel that the proposed bylaws are in the best interests of MSNS.

Roll call Vote: Malnar yes, Anderson yes, Bobrofsky yes, Chirco yes, Garvin no, Irick yes, Klunzinger no, Pall yes, Peruski no, Rothfeld no. Chair votes yes. 7 yes, 4 no.

Motion failed (Bylaws require 8 votes to amend the Bylaws).

Al Bobrofsky asked that whomever objects contact the committee within 30 days with specifics.

Motion: Garvin moved to Adjourn the board meeting. Second by Irick.

The President indicated that there were still important items to be discussed. Irick then withdrew his second of the Motion to adjourn.

The Board then moved the Agenda to New Business XVI D Resignations:

Pall indicated that he cannot continue as an MSNS Director and provided a letter to the Board with his thoughts.

Motion: Pall moved that MSNS accept his resignation. Klunzinger seconded with thanks.

Motion Passed unanimously.

E. Appointments: Wostyn

At this time President Wostyn requested executive session.

Motion: To go into Executive session made and seconded.

Motion passed.

All visitors, including Mike Strub, left room at this time and the Board went into Executive session at 10:08PM.

Motion: Bobrosky moved to go back to open session, seconded.

Motion Passed.

Executive session ending at 10:11PM, no public members returned to the meeting.

When the Board reconvened in open session Wostyn announced the appointment of Mike Strub to the open board seat just vacated by Pall, said appointment having been confirmed by unanimous voted of the Board. Strub then took his seat as a MSNS director.

XIII. Officer Reports:

A. Secretary-Treasurer LeBlanc

1. Review Current Financials

a. Regular

Checking Account (March 28, 2013) $45,929 Approx.

b. Life

CD $50,000 at 3.4% interest. Matures, 12/14

CD $25,000 at 1% interest. Matures 11/13

Savings Account $4854

$1000 Face Silver (Bought at $28,600)

c. Cash Reserve Flagstar Demand Savings. $10,000 at 1% interest

d. Restricted Funds $4,764

LeBlanc asked the chair if she recognized any questions. Hearing none a director moved to accept the report, seconded, approved.

2. Membership Report

a. RM 568, YN 64, CLUBS 25, HLM 23 LM 384 Total of 1064

LeBlanc asked the chair if she recognized any questions. Hearing none a director moved to accept the report, seconded, approved.

3. Spring 2013 Budget - LeBlanc previously mailed updated report to board

4. 2013 Budget - LeBlanc previously mailed updated report to board

5. Correspondence - LeBlanc states Adoba welcomes us back and thanks MSNS for its business.

6. 2012 Tax Status - Wostyn noted she has signed the 2012 form 990 and mailed same to the IRS.

XVII. Board Member Comments: None

Motion and 2nd to adjourn.

Motion passed

The meeting adjourned at 10:14 pm, before completion of the agenda.

Copies of the Current Bylaws, the proposed new Bylaws and the Outline of the Bylaws Changes provided to the Board on April 5, 2013 are available (click here) on-line at the MSNS web-site: Michigancoinclub.org. If anyone would like a hard copy of the above-noted documents, please call the MSNS office and a copy will be provided to you via First Class Mail. All three documents are required to understand exactly what the board reviewed and the intent of the proposed changes.

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