Special Meeting Minutes
A special meeting of the Board was held on April 2 at the Kennedy Center in Natick, starting at 1:15 p.m. It resulted from the motion that the Board approved at its meeting on March 12, 2000 “to set a special meeting of the Executive Board to remove Steven Frymer from the Executive Board as a Director for cause”.
The special meeting was chaired by Vice President Harvey Reed. Also present were (alpha list) Donna Alarie, Stephen Dann, Walter Driscoll III, William Gennert, Franklin Herman, Peter Lee, Joshua Marcus, George Mirijanian and Peter Sherwood.
In his opening statement Harvey Reed emphasized that the norms for behavior as a Director should be the main focus of the discussion.
Motion 0052: (Mirijanian moved, Driscoll seconded) The motion to terminate the special meeting was not approved, with 4 in favor (Sherwood, Lee, Driscoll, Mirijanian), 5 against (Gennert, Herman, Dann, Alarie, Reed) and 1 abstention (Marcus).
The Clerk then read each of the items on a 7-point list of topics regarding Steven Frymer so that they could be considered individually: 1) his handling of membership money has damaged membership record-keeping, Chess Horizons distribution and members’ voting privileges, 2) U.S. Open 2001 NTA: his misrepresentation of MACA’s role on legal contracts with the hotel and U.S. Chess Federation, 3) N.E. Open 2000 NTA: his misrepresentation of MACA on legal contracts with the hotel and New England Chess Association over a 3-month period, 4) net vs. gross basis tournament reporting: his use of net vs. gross basis reporting for tournament fiscal results could have serious implications for IRS reporting and MACA’s nonprofit status, 5) U.S. Chess Federation delegates mishandling: MACA Board members were arbitrarily signed up as USCF delegates without his advising them of the duties and responsibilities, 6) general dereliction of duty: there has been a sloppy or nonexistent job of supplying TLAs or other crucial coordinating activities for tournaments for which he was responsible as Tournament Coordinator, and 7) unprofessional behavior: as evidenced by his own e-mail, he has made threats, gratuitously included USCF personnel on MACA internal e-mail and in general has been a distraction to the business at hand.
In the ensuing general discussion distinctions were made between actions that resulted in serious problems for MACA and those that showed general incompetence and sloppy bookkeeping. The question was raised as to whether Steven Frymer was operating as a Board member should, and whether there should be guidelines for a Director’s behavior. This would include the requirement that Board members should be consulted before involving MACA as a party to any agreement or contract.
Motion 0053 (Herman moved, Alarie seconded): The motion that Steven Frymer be removed as Tournament Coordinator and to appoint George Mirijanian, effective immediately, was not passed with 3 in favor (Alarie, Reed, Herman), 5 against (Dann, Lee, Marcus, Sherwood, Driscoll), and 2 abstentions (Gennert and Mirijanian).
Motion 0054 (Dann moved, Herman seconded): The motion to remove Steven Frymer as Director was not passed, with 2 in favor (Dann, Alarie), 6 against (Gennert, Herman, Sherwood, Driscoll, Lee, Marcus),and 2 abstentions (Mirijanian, Reed).
Motion 0055 (Marcus moved, Herman seconded): The motion that Steven Frymer be removed as Tournament Coordinator and that Donna Alarie replace him was approved by a vote of 4 (Reed, Herman, Marcus, Mirijanian) in favor, 3 against (Driscoll, Sherwood, Lee) and 3 abstentions (Dann, Gennert, Alarie). Peter Sherwood left the meeting at 4:00 p.m.
Motion 0056 (Mirijanian moved, Herman seconded): The motion to ask Steven Frymer for a report on the Benjamin Landey-Emil Reubens Memorial Fund for the purchase of supplies for the Prison Chess program was not passed with 4 in favor (Dann, Alarie, Herman, Mirijanian), 4 against (Gennert, Lee, Marcus, Driscoll) and 1 abstention (Reed).
Motion 0057 (Alarie moved, Herman seconded) The motion that Steven Frymer not be allowed to negotiate and sign contracts for MACA for the balance of his current term as Director was passed by 6 in favor (Gennert, Reed, Dann, Alarie, Herman, Mirijanian) to 3 against (Driscoll, Marcus, Lee).
Motion 0058 (Lee moved, Alarie seconded): The motion that Steven Frymer should be censured for his inappropriate behavior, as outlined in the 7-point list of topics discussed at the special meeting of the Board on April 2, 2000 was passed with 7 in favor (Gennert, Reed, Dann, Alarie, Herman, Lee, Mirijanian),1 against (Driscoll) and 1 abstention (Marcus).
Motion 0059 (Marcus moved, Dann seconded): The motion that the MACA Board will try to establish a code of conduct for Board members to be incorporated in the Policies and Procedures Manual was passed with 5 in favor (Dann, Herman, Marcus, Driscoll, Reed) and 4 against (Alarie, Gennert, Lee, Mirijanian).
Peter Lee left the meeting at 4:50 p.m. The special meeting was adjourned at 4:50 p.m.
Regular Board Meeting Minutes
The monthly Board meeting was called to order at 4:55 p.m. by Harvey Reed.
The minutes of the Board meeting on March 12, 2000 were approved without dissent.
Treasurer’s Report: Treasurer Donna Alarie distributed copies of the MACA balance sheets for June 30, 1999 and July 31, 1999. The latter showed total assets of $53,503.92. These detailed accounts are the initial steps in bringing our fiscal records up to date. It was noted that MACA’s investments have lost money. We are looking into the possibility of selling some of these losers.
Membership Report: As Membership Secretary, Donna Alarie still has a substantial backlog of membership information to process. Items yet to be resolved include verification of Life Member records, membership inquiries received on the Web and complaints about non-receipt of Chess Horizons.
Election Report: Election Commissioner George Mirijanian reported that the mailing will include the ballot with candidates’ biographies on the back, a return envelope, the revised bylaws and the Mass. Open flyer. Ballots must be mailed back by Friday, May 26. Votes will be counted at the Radisson Inn on Saturday, May 27, at 4:00 p.m.
A copy of a letter, dated December 10, 1999 from the Radisson Inn to Steven Frymer was distributed. It confirmed that rooms had been reserved for MACA and was initialed by him (SF).
Motion 0060 (Alarie moved, Herman seconded): The motion to advise the Radisson Inn that they should remove MACA’s name from the agreement for the New England Open tournament was passed with 7 in favor (Reed, Dann, Alarie, Gennert, Herman, Marcus, Mirijanian) and 1 abstention (Driscoll).
Motion 0061 (Alarie moved, Marcus seconded): The motion that, if Steven Frymer releases the space as an individual to the Radisson, then MACA will explore the possibility of taking over the New England Open with the New England Chess Association (NECA), and the MACA Board authorizes Donna Alarie as Tournament Coordinator to enter into a contract with the Radisson and NECA was approved unanimously (8-0).
Motion 0062 (Dann moved, Herman seconded): The motion to purchase a $1,000,000. general liability insurance policy for MACA was passed with 7 in favor (Dann, Alarie, Reed, Gennert, Herman, Marcus, Mirijanian) and 1 abstention Driscoll.
The meeting was adjourned at 5:50 p.m.
William R. Gennert, Clerk