Annual General Meeting Wrap Up
Rio Rico, Arizona

Draft Minutes March 7, 2010

• Call to Order 2:37 p.m.
• Determine Quorum, Collect proxies.-One proxy from the floor.  Thirty-one voting members, 24 proxies from members.  Quorum met.  Four non-voting members in attendance. 
• Announce Ballot Committee-Ballot committee consists of Gene Prochaska (Chair), Inge Vogelmann and Arthur Harvey.  Ballot counters, Sacha Draine and Inge Vogelmann.

• Approve 2010 Annual Meeting Agenda –Tom Schoenfeldt moves to accept 2010 Agenda, Jack Reams seconds, No objections.  Agenda approved.

• Approval of Minutes from the 2009 IOIA Annual Meeting – Secretary presents minutes, with minor amendments. Bob Durst moves to accept the 2009 AGM Minutes as amended, Elaine Ferry seconds, No one opposed, 2009 Minutes approved.

• Annual Report Overview from the Chair and Committees- Chair presents Power Point version of the Annual Report.  Full report provided in the 2010 AGM packets to members.  Several events and updates were done in 2009.  IOIA ED, BOD members, and other members attended several events including ATO in Chicago, Guelph Organic Conference, Expo West in Anaheim, and Expo East in Boston.  ED and BOD Chair met with NOP officials and the Montana and Oregon Congressional representatives in Washington, DC. 

ED-Provided to the attendees a summary of trainings during 2009.  Contribution agreement for  training on the COR in Canada was a significant project.  Over 700 people were trained on the COR in collaboration with the CFIA.  Managed eight workshops across Canada that gave a lot of recognition to IOIA.  ED recognizes Isidor Byeongdeok Yu for his involvement with IOIA being recognized by the South Korean government as a training body.  Training  in foreign languages increased in 2009 with the training in Quebec in French. Diversity increased with the first EcoSocial training with IBD of Brazil.  In 2009, IOIA had fewer trainings for the first time but made more money on trainings. 

Training Institute- Potential of expansion with web-based training.  Allows for audio taping of trainings to be available via the Web by links. Can be expanded to video-taping.  Objectives of the TI are to develop diversified trainings and collaborate with other institutions to assist in their training needs.   Who makes this all happen? Margaret Scoles (round of applause), and office staff in Broadus.

BOD-

• Developing a work/business plan
• Act on requests from membership
• Continue the BOD’s fundraising efforts-New IOIA brochure is in the works.
• Monthly conference calls
• In-person-No BOD retreat in 2009, but may be done in 2010.
• Montreal
• Rio Rico

IOIA always need help from membership on committees and other activities. 

• Treasurer’s Report:  Gene Prochaska-Interim treasurer.  Copies of financial reports provided to membership with their AGM packets. 
• 2009 Balance Sheet, Revenue and Expense Statement-Sound financial position.  Total assets increased by nearly $46,000.  Positive considering the economy downturn in the past year.   Jack Reams asks Gene, as the budget increases do we anticipate upping the cash reserve?  Gene’s response, trying to keep the cash reserves at 25% of the Operating Expenses.  Cash reserves now at $40,000.00.      

Jack Reams-comments he is probably the only one in IOIA who thinks IOIA is not charging what our trainings are worth.  As we become more respected as a training institution, we should put more funds into the trainings and training the trainers.

Gene gives acknowledgement to Jack Reams and Brian Magaro for their role on the Finance Committee.   Elaine Ferry moves to approve financial statements, Ib Hagsten seconds, all ayes, no one opposed.  Approved.

• Presentation of the 2010 Budget- Budget worked up with best information available as a balanced budget.  Oversight of finances includes external audits no less than every five years.  Treasurer reviews monthly reconciliation of bank statements and bank statements.  Overview of Financial History from 2007-2009 provided to membership with the 2010 budget.   Set up Health Reimbursement Arrangement (HRA) account for the Staff employees.

Arthur Harvey-thinks 1.5% set away for a health account is a reasonable amount for insurance benefit.  Dave notes they have the actual budget but on the screen is just an overview.  ED notes next year will have a better numbers for comparing training expenses and income budget vs. actual.

Committee Reports:
Chris Kidwell-Membership and Nominating Committees. Kelly Monaghan proposed putting together a slate for 2010 elections but the committee decided not to proceed that way.  It would create less ballot preparation work.  However, committee could have more influence on the dynamics of the BOD.  Board structure discussion, proposal to eliminate second alternate position. Nominating committee will be overseen by Chris Kidwell going forward.  Kelly will continue to Chair membership. Arthur Harvey notes the number of members on the BOD is not set by the bylaws but is set by members at the annual meeting if they want to change for next AGM.  ED comments that the alternates are set by the by-laws, although not the number of directors.  After discussion, Chris Kidwell- confirms that the membership and nomination committees will continue to be the same committee, and that he will be Chair of the Nomination Committee.

Julio Perez-Latin American committee. Want to survey the NGO and certifiers in LA and determine ways to provide training needs in LA.  Travel difficult and expensive for in-person trainings.  Web page in Spanish and communicating with Brazil are the main goals for 2010. 

Scholarship Committee-Michelle Sandy, on Committee since 2006.  Margaret Weigelt continued as Chair. Elaine Ferry - committee member present.  Yanni Liang of China received a special travel award funded by OCIS Scholarship.  Travel scholarship was first proposed in 2007 and 2009 was the first year to have one awarded.  Andrew Black, can donations be made on line to the IOIA web site?  Patti, suggests adding to the membership renewal forms a place to add a donation for these scholarships. 

Accreditation Committee-No chair and it needs “your help”.  Deadlines are March 1 and Oct 1.  Only three applications/renewals in 2009.  Need someone to take charge of the committee.  

Canadian Committee-Dave Konrad. Bill Barkley took over in early 2009.  Committee has become much more active, due to implementation of the COR and Canadian Forum on the IOIA web set up by Diane Cooner.  Bill extends invitation to all Canadian members to join the Forum.  Kelly Monaghan took over IOIA’s seat as a voting member on the CGSB Organic Technical Committee from Janine Gibson.  She was further promoted to become Chair of the Technical Committee.  Garry, acknowledges the work Kelly has done; she has been very well received in this role (applause).  Bill Barkley organized successful wine and cheese gathering at the Guelph Conference. 

• Notes from the Executive Director- Presentation from Margaret.   Her hospital stay last year has brought home the point that we need to have a CEO succession/transition plan.   Will be going to Korea for training with KFSAO and KOIA at the end of March.   Essential to strengthen and build our relationships in Asia with JOIA and KOIA. Noted appreciation to the BOD and the appreciation of the staff to the BOD for taking the step to add a health benefit. BOD did not have BOD retreat, thus saved $10K for the membership (applause).  Really enjoyed working with the BOD.  No staff turn-over in 2009, for the first time ever.

        Asks members to sign cards for Maarten Samsom and Lance Christie.

Chair-comments for the outgoing BOD members. Gene, on BOD for 4 years (long round of applause).

• New Business 3:00 p.m.
• 2011 Annual Meeting Location- discussing locations and consideration that the AGM has been outside the USA for the previous two years.  ED, responding to locations considered, Oregon and southeast US have been discussed.  Straw poll for NW-few hands.  SE USA, lots more hands. No actual vote count taken. 

IOIA Logo-Chair, thanks to Pricilla Reimer, Fred Ehlert and Diane Cooner for their work on the Logo Committee.   Patti Bursten-Deutsch likes the final selection.  Can the handle be made longer so it looks more like a magnifying glass?  Garry Lean comments on the need to focus on the four letters to work with.  Dave, IBM paid millions to make their letters the logo; we don’t have that but need to have a logo that gives an impression of what we do. 

• Choosing topics for Focus Group Membership Discussions-Requests for discussion groups.   Arthur motions that IOIA send Miles McEvoy a note of congratulations.  All in favor, Action Point for ED to send Miles a note. 

Dave brings up a discussion on the size of the BOD, that it has felt thin at times.  Chris Kidwell comments his concern about a tied vote if the BOD number is increased.  Arthur Harvey doesn’t think it would make a difference.  ED, thinks the BOD is pretty small and has had meetings without a BOD quorum.  Patti Bursten-Deutsch, would this mean an increase in costs?

Jack Reams moves to increase the BOD to 6 and reduce the alternate to 1. 
Gene Prochaska comments it can be an issue with the number of BOD on the conference calls, they lasted a long time.  Just two years ago, the BOD was reduced from 6 to 5.  Does not think it is a significant cost factor.  Arthur Harvey comments that there cannot be a motion since this change would require amending the bylaws.  Ann Lameka seconds the motion.  Garry Lean, thinks there should be 7 BOD and no alternates.  ED, changing the size of the BOD will increase costs and does not think costs have gone down when reduced to 5 BOD.  Bob Howe, asks if it is possible to have a bylaw change.  Patti Bursten-Deutsch would like to explore the option to effect this change before the next AGM.  Jack Reams calls for a vote and closing the discussion.  Arthur Harvey, can, according to bylaws, only vote to change the size of the BOD at the annual meeting.  Julio Perez, First Alternate, comments that it is kind of difficult to sit through the meetings as a “pitch hitter”.  Show of hands from the floor on vote to change the number of BOD from 5 to 6; Vote- 36 yes, 7 opposed, 2  abstentions.  Garry Lean moves to have 7 BOD members, Jack Reams seconds the motion.  Andrew Black questions why if there were 7 BOD just two years ago,  go back so soon?  Garry Lean, as BOD member at that time, gave explanation.  Arthur Harvey, feels having two alternates has been good with one on the call and a second for backup.  Chair, one of the functions of the alternate is to allow for a replacement if a director drops off.  Dave, comments on efficiency.  doesn’t think having 7 would affect the functionality of the BOD.  The quorum would go up to 4, but if one quits it does not go down.  Questions to change the BOD from 6 to 7 is called.  Vote- 33 yes, 4 no and 6 abstentions.  If BOD is increased to 7, will have 7 BOD members with two alternates.  Suggestion to change bylaws to remove the alternates.  Arthur Harvey comments that we can make a motion here but will have to go to the Bylaws Committee.   Tom Schoenfeldt makes a motion for the bylaws committee to eliminate alternates in the by laws.  Chris Kidwell seconds the motion.  ED, simplest way to deal with the alternates is to effect the bylaw change.  Vote of membership on the floor, all in favor, none opposed and no abstentions.  Terrie Gent volunteers for the Bylaws Committee.  Tom Schoenfeldt volunteers to be on the Bylaws Committee.  Arthur Harvey notes that Al Johnson and Lance Christie are long time members of the Committee.  

Ib Hagsten asks about getting insurance for IOIA membership.  Tom Schoenfeldt noted on the Forum a comment that the NOP puts this back on the certifier. The certifier owns the report.  Bob Howe, we still can be drawn into a lawsuit.  Patti Bursten-Deutsch asks how we proceed with being a recognized entity with the NOP and Certifiers.  ED, we have a seat with the NOP ACA training but not with ACA (Accredited Certifiers Association).  Dave, approach certifiers about recognizing IOIA trained inspectors under their insurance.  Inge Vogelmann, we can push back to the certifiers so they pool themselves in covering the inspector.  IOIA may need to provide a service on tax regulations for independent contractors 

• Other topic- Garry Lean, three things happening, insurance, tax and licensing (?).  Terrie Gent, may need to survey all states to determine what it takes and is needed to operate as an organic inspector in their state.  Patti Bursten-Deutsch comments that grouping together will take care of the tax situation. 

• Board of Directors Candidate Presentations 4-4:15 p.m.

• Election of Board of Directors: 4:15 p.m. –Election results:

Spoiled ballots-2
Tom Schoenfeldt-46
Jennifer Clifford-49
Michelle Sandy -70

Jennifer Clifford and Michelle Sandy elected to the BOD in 2010 for term of 2 years.

Garry Lean nominates Tom Schoenfeldt for second alternate.  Tom declines. Jack Reams moves for a unanimous vote for Bob Howe as second alternate. Second by Elaine Ferry.  All ayes, no opposition.  Bob is second alternate. 

• Focus Group Membership Discussions, as per membership decision 4:15-6:00 p.m.

• Adjourn – Margaret, honoring the outgoing BOD members.  Presents Gene with a gift of pecan puffs from the staff.  Also a framed certificate of thanks presented by Bob Durst. 

Recognize Stephen Bird for his past 2 years time on the Board with a framed certificate of thanks.  Bob Durst presents award for Stephen and acknowledges and thanks him in absentia. 

Meeting adjourned at 6:25 p.m.      

Annual Report 2009 submitted by Bob Durst