Apologies and please disregard the first email, as Slack had more activity on a motion discussed in this email and that section had to be amended. This email is the up to date draft of all current issues, motions, and amendments before the Board, and the circumstances that have created them.
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Dear Members of the ICG,
It saddens me that this email is necessary, but the events of the last three months and communications I’ve received are troubling, as many are very confused about the events that have occurred and the current state of the Guild.
Due to the resignation of President Marianne Pease, I, Mera Babineaux, (Acting President) am presenting this summary on the current state of the ICG. This brief covers issues facing ICG members and chapters that need to be addressed. Due to the speed of communications that are occurring, many members and Board of Directors representatives have not been fully informed. I request that the recording secretary add this communication to the official minutes, the corresponding secretary send this communication via hard copy to those members that do not receive email, and that our tech committee chairman add this to our communication archive. I also request that every BoD rep forward this email in its entirety to their chapter members that may not be on the BoD and D YahooGroups or on Slack.
This communication is long, and will be bullet pointed after the summary below to present the facts surrounding the current issues.
BoD Members: A conference call will be held soon to discuss many of these business matters. Please check Slack for a poll to respond with the best date and time for you. Once a date and time are chosen, an agenda will be posted. If you have items you wish to have added to the agenda, please email them to me at your earliest convenience.
Summary of the most recent current events: (The full transcript is available in Slack #archivedboardofdirectors, #boardofdirectors, and #general, and through YahooGroups BoD and D list, though it may take flipping between both to see the entire history of events and comments.)
At the annual meeting at CostumeCon 2019, President Marianne Pease and Vice President Mera Babineaux attempted to present a power point entitled "The 5 Year Plan - Draft.” This presentation was slated to take 35 minutes and allow for comment afterwards by both Board of Directors representatives and members. Due to printing issues, interruptions and objections, this proposal was not completely presented. As a result of communication errors, the full document was not completely available until July in Slack and August on the website.
After being discussed by two separate committees in 2017 & 2018, the draft of the 2019 update to the "Guidelines for Ensuring Fair Competition" was presented. After being edited for clarity and business professionalism by President Marianne Pease and Vice President Mera Babineaux, the document was posted to the website before the annual meeting and included on the agenda, as was the discussion and vote for moving voting to Slack. Guideline discussion was tabled and moved to Yahoo, and after 6 months was motioned and seconded to be adopted on September 8th, 2019. After vocal objection by Betsy Marks (BoD rep - Silicon Web), Merrily Wolf (BoD rep at the time for GCFCG), Jeanine Swick (ICG Treasurer), and Elaine Sims (GEL assistant/non-voting BoD rep), the guidelines motion was withdrawn and moved back to committee.
Betsy Marks (BoD rep - Silicon Web), Merrily Wolf (BoD rep at the time for GCFCG), Jeanine Swick (ICG Treasurer), and Elaine Sims (GEL assistant/non-voting BoD rep) began to engage in heated discussion in Slack over the presentation of the 5 year plan, the guidelines, and the move to Slack with Jacalyn Boggs (BoD rep - NOVA), Marianne Pease (President), and Mera Babineaux (Vice President). Many factual statements regarding the nature of our current standing rules, bylaws, and communications were made, but many were misrepresented as well. Allegations were made against Marianne Pease (President) and Mera Babineaux (Vice President) alleging that they were attempting to subvert the ICG Board of Directors and members by drafting documents without members input, and that they did not represent the best interest of the Guild. These accusations became personal in nature and began affecting the health and personal lives of the President and Vice President.
After 3 new chapters, (representing 34 new members and 9 existing members after amendments) presented petitions to become affiliated with the ICG, the attacks against the Vice President, Mera Babineaux, continued because she had helped to form each of these chapters through costuming networks and connections in the state of Virginia. The primary issue was that she, her husband, and 5 non-voting children intended to be primary members of one of the chapters and secondary members of the other two chapters, and that she and her husband would be acting as placeholder officers pending formal elections and finalization of the chapters' bylaws of a chapter. Objections were raised by Judy Mitchell (Northern Lights BoD Rep) and Merrily Wolf (GCFCG BoD Rep) and echoed by Elaine Sims (GEL assistsant/non-voting BoD rep), Betsy Marks (Silicon Web BoD Rep), and Jeanine Swick (ICG Treasurer). Questions were raised as to whether chapters would require 6 new members to be formed properly, whether the chapters were legitimate, whether the members were real and intended to be ICG members, and unprofessional statements were made regarding some of the potential members that could be taken as discriminatory. Then the allegation was made that Mera Babineaux (Vice President) and Marianne Pease (President) had decided to create 3 new chapters to gain the votes to push through the 5 year plan without proper BoD process. When the personal attacks continued against the President and Vice President, both tendered their resignations and all 3 chapters withdrew their petitions. Cailin Cutrell, the President of the Old Dominion Costumers' Guild Chapter, an existing member of Silicon Web, and her husband, Wade, immediately quit the guild citing the objections and insults as the cause. CosMakTX also left the guild, citing the current hostilities as their reason.
Marianne Pease's resignation was effective immediately, however Mera Babineaux's resignation initially would have been effective as of November 15, 2019. After it became apparent that appointments or elections could not occur prior to that date, Mera Babineaux agreed to remain Acting President until December 1, 2019. An investigation was then started by Sarah Richardson (President of GCFCG) as many members involved in these communications are GCFCG members. Investigation began due to the aforementioned members of GCFCG alleged bullying, gaslighting, attempts to overthrow the ICG and it's BoD, libel, and slander. Then emails were sent by Betsy Marks (Silicon Web BoD Rep) to the Silicon Web and ICG-Bod YahooGroups alleging that Mera Babineaux (Acting President) had no affiliation with other groups that she had claimed to be involved with, in an attempt to impugn her character. These communiques called Mera Babineaux (Acting President) a narcissist with access to the ICG treasury and huge bills to pay. These allegations were also reported to Sarah Richardson (GCFCG BoD Rep) and proof of the affiliation and roles with those groups was provided by Mera Babineaux (Acting President), although the allegation of potential embezzlement stated by Betsy Marks (Silicon Web BoD Rep) is impossible as only the treasurer, Jeanine Swick, has access to the ICG bank account, as was established in Yahoo communications during this time period.
Sarah Richardson (GCFCG BoD Rep) then stated that she intended to use Maryland NonProfits, an organization that provides legal services, consulting, and other resources to non-profits based in Maryland. Mera Babineaux (Acting President) contacted the organization to see what benefits they may be able to provide to the ICG, specifically in handling the current issues regarding alleged bullying, gaslighting, and the transition to new Board of Directors leadership. The attorney with Maryland NonProfits recommended that Mera Babineaux (Acting President) withdraw her resignation and stay on as Acting President to protect the interests of the ICG and provide stability for its members while working with Maryland NonProfits consultants and counsel to draft policies recommended during these conversations including non-discrimination, harassment, cyberbullying, a code of conduct, and policies for investigating claims of such behavior in the future.
As the fiduciary responsibility of the corporation, under its current Articles of Incorporation, falls on the President (and Acting President) and Board of Directors, it was made apparent by counsel that Mera Babineaux (Acting President) could be held liable for abandoning those responsibilities, and the recommendation was made to hold only one election, for Vice President. It was further discovered by outside counsel of Jacalyn Boggs (NOVA BoD Rep) that without Board & Officers liability insurance, indeed every member of the BoD could be held liable. Additional private counsel advised that staying as Acting President would prevent such liability for everyone and addressing these issues was necessary. Mera Babineaux withdrew and then retendered her resignation, for the board to motion, second, and vote as recommended in the appropriate manner described by Maryland NonProfits general counsel and personal counsel.
To date, there has been no motion to accept the resignation, and so, Mera Babineaux will remain as Acting President until the annual meeting at CostumeCon 2020. At the time, Jan Price had been nominated to fill the role of Vice President, but withdrew and nominated Kevin Roche. Jacalyn Boggs has also been nominated as Vice President and duly seconded, although the nominating member did request to remain anonymous due to fear of social reprisal after the most recent issues described above. Many have shared their glowing opinions of both candidates, and, as our Bylaws do allow for multiple Vice Presidents, it might be worth discussion to elect them both. Nominations for interim Vice President are open until November 22nd at 5:51pm.
Although we have lost 3 potential chapters, as they withdrew their applications due to the objections that were presented by Merrily Wolf (GCFCG Bod Rep) and Judy Mitchell (Northern Lights BoD Rep), we do have a new chapter "Cosplay United" representing the Ohio River Valley that was just voted in last week. Their Bod Rep, Randy Smith, asked some questions regarding why Slack was an issue which created another flare from Jeanine Swick (ICG Treasurer), Judy Mitchell (Northern Lights BoD Rep), Elaine Sims (GEL assistant, non-voting BoD member), and Betsy Marks (Silicon Web BoD rep), and prompted Elaine Mami (LACE BoD Rep) to call for Betsy's immediate resignation as the instigator of negative communications and the issues at hand. There was also a plea to end the hostility from Lorien Fletcher (TTCG BoD Rep). This communication began another response from Elaine Sims which she then posted to the #general Slack, (prompting several requests for a summary of events which has now led to this State of the ICG Board email). Mera Babineaux, (Acting President) then called for all parties to step away from the conversation in accordance with the stated temporary rules for communication that are in place until formal policies can be created.
ISSUES FACING THE MEMBERSHIP & CURRENTLY MOTIONED ON THE FLOOR:
Many members have contacted BoD Reps other than there own because they do not feel that their current BoD rep is serving their best interest. If you find yourself in this position, you can transfer your membership to another chapter. The guild has many wonderful chapters that would welcome you as a member. You do not have to leave the guild. You may contact the BoD rep for any other chapter to discuss how to transfer your membership.
1. Communications
A. YahooGroups - YahooGroups will lose most of it's functionality for our current communications on 12/1/2019. This has been expected for some time, and was addressed in 2017 at the annual meeting and in YahooGroups communication that a move to Slack would occur if YahooGroups went down before the ICG could find another replacement. In 2019 at the annual meeting, Slack was appropriately moved, seconded, and approved by the Board of Directors to also be our voting platform.
B. Slack - The Slack workspace is accessible by going to costumersguild.slack.com and creating a user name and password. At this time, Slack is the primary method of communication as determined by the previous Board of Directors' votes in 2017 and 2019. The Corresponding Secretary has all emails and minutes involving this matter and can provide them to any who require them. Slack has public channels that are accessible by any member. You may view all public channels but are asked to only comment in ones appropriate to your roles within the ICG. For members, #general is the "D" list from Yahoo, for BoD reps, #boardofdirectors is the "BoD" list from Yahoo. There are other channels, and the purpose of each is listed in it's channel description. Everyone except the President and Parliamentarian are asked to refrain from commenting in the #motions channel, as this channel is only for the purpose of assigning numbers to motions and tracking the motions currently on the floor.
C. Temporary rules for communications- Until formal policies are drafted for these communication channels in slack, every is asked to prefix their comment with their name as registered with the ICG, their role (member, BoD rep, etc), and to use business courteousness and appropriate language, and provide time for all users to have time to see and respond to comments before reposting. Rapid fire commenting or flaming will not be tolerated. These rules will be enforced by using "time outs" for those that violate their intention - to allow all members and BoD reps time to see and respond to comments appropriately. Time outs will be enforced by admins who will post "time out on <member name> - no posting until <date/time 24 hours later>. If the time out is violated then the person will be removed from the Slack workspace for 24 hours. It is unfortunate that this is necessary, but the issues that have occurred over the last 3 months require some form of moderation to ensure that every member has the time, ability, and is afforded the respect to comment without fear of immediate impassioned responses by a vocal few.
D. Motion on the floor - Motion #11-7-2019-3 "Motion for us to move all communication to our voting platform, Slack, to simplify things as two communications steams is confusing." 15 Day discussion period ends 11/22/2019 @ 5:51pm and 15 day voting period ends 12/7/2019 @ 5:51pm.
E. Suggestions - Suggestions for other communications platforms are currently being taken. Please send all suggestions to Phil Gust, Tech Committee Chairman, and Mera Babineaux, Acting President.
2. Policies
A. Compliance - As was pointed out by Maryland NonProfits counsel and consultants, we are currently out of compliance with federal law and IRS rules governing 501c3s, as we have no policies stated in our bylaws or standing rules involving our privacy practices, discrimination (required under Title 9, Age Discrimination Act of 1965, the Americans with Disabilities Act, etc), harassment, etc. As we are a 501c3 under the educational provision and a charity, we are prohibited from discriminating.
B. Motion on the floor - Motion #11-6-2019-1, as originally offered "motion for the ICG board to hire an international lawyer to draft a. A code of conduct, B. a non-discrimination policy c. An anti-harassment policy to be received no later than 31 December 2019 so that a vote can be completed no later than 31 January 2020" was appropriately moved and seconded, then a friendly amendment was offered by Jacalyn Boggs (NOVA rep) after input from Judy Mitchell (Northern Lights BoD Rep) amending the motion as #11-6-2019-1A to "motion for the ICG board to solicit three quotes and hire and internation lawyer to draft a. A code of conduct b. A non-discrimination policy, c. An anti-harassment policy to be received no later than 31 December 2019 so that a vote can be completed no later than 31 January 2020." Then, an amendment was made by Betsy Marks (Silicon Web BoD Rep) and seconded by Judy Mitchell (Northern Lights BoD Rep) to change the language of the amendment as #11-6-2019-1A1 to "Motion to amend Motion 11-06-2019-1a, which amends Motion 11-06-2019-1, to read as follows: "The ICG board directs the ICG finance committee to solicit no fewer than three (3) quotes (including expected retainers for the work), to investigate the hiring of a lawyer with non-profit and international law experience and licensed in the state of Marland, to draft language for the following: a. A code of conduct, b. A non-discrimination policy, c. an anti-harassment policy applicable to a non-profit international organization, with the intention of adding said policies to our Standing Rules. The deadline for quotes to be compared before voting on approval of awarding such contract shall be January 31, 2020. All quotes for services rendered and required retainers shall be presented to the board and the membership for discussion on February 1st, 2020 and voted on by the ICG membership at the annual meeting in Montreal, March 2020." The discussion period on 1A is now on hold and has 6 days remaining in its discussion period, the discussion period for 1A1 ends on 11/29/2019 and voting ends on 12/14/2019.
C. Alternatives to the motion -
1. Maryland NonProfits has several resources for template language on each of these proposed policies. They are already compliant with the State of Maryland and Federal requirements and the name of the organization would be the only changes necessary. The cost to join Maryland NonProfits is $100 and gains us access to those resources as well as to the legal counsel that can look over any changes to the document to ensure they are still compliant.
2. We could also use any of the draft language that BoD members have presented and form a Policy committee to draft documents based on templates or BoD member supplied language and submit it to Maryland NonProfits legal counsel for review.
3. The ICG can ask one of the attorneys within the guild to review drafts prepared by a Policy committee if any attorney is so inclined to volunteer their services.
3. Public Relations & Chapter Relations
A. Suggestions made to create new positions, now motion on the floor - Originally, during the discussion surrounding behavior in slack, the suggestion was made to have a chapter coordinator position created to help chapters with filing reports and accessing the benefits the ICG provides, as well as determining possible additional benefits that could be created for our chapters. Though it was originally called an Ombudsman, those unfamiliar with the military meaning of an ombudsman took issue with the idea of creating a position that regulates chapters, as they believed that ombudsman would indicate. After discussion of the word ombudsman, it was suggested that such a position should exist to handle complaints and allegations and regulate communications and enforce their proper use through whatever policies and procedures are written and adopted by the BoD. Both of these positions would be appointed by the Board of Directors. The motion on the floor to create these positions is #11-7-2019-2 and states "motion for the board to create and fill the positions of Ombudsman to handle complaints and allegations against the organization and it's members and Chapter Coordinator to perform customer service to chapters." The discussion period ends 11/22/2019 at 5:49pm and the voting period ends 12/7/2019 at 5:49pm.
(At the time the email was sent, changes were still in progress due to events occurring in Slack, and so, this motion now includes a motion to postpone inevitably by Judy Mitchell (Northern Lights BoD rep) which was seconded by Jeanine Swick (Treasurer) after Aurora Celeste (Member, Silicon Web) sent an email to the Yahoo D list and Slack #general channel stating that ombudsman would be disastrous for the Guild. Acting President has taken this matter under advisement until Pierre Pettinger, Parliamentarian, is available to discuss the motion.)
B. Apologies - Many have expressed a desire to reach out to the three potential chapters, Blue Ridge Costuming Society, CosInternational, and Old Dominion Costumers' Guild, and the 34 new members that they would have brought to apologize for the allegations that were made against their members. Several have also stated that they wish that a formal apology would be made to Marianne Pease, former President, and Mera Babineaux, former Vice President and now Acting President, for the events that led up to their resignations. Additionally, it has been suggested that apologies also be made to CosMakTX, our Texas chapter that left the ICG during this turmoil. There is now a motion on the floor addressing these as #11-9-2019-1 "motion for the ICG board to issue a formal and public apology to a. the three potential chapters lost, b. Marianne and Mera, c. CosMakTx as they cited the turmoil of the BoD as one of the reasons for disbanding. The discussion period ends 11/24/2019 @ 12:33am, 15 day voting period ends 12/9/2019 @ 12:33am.
C. Public Relations Committee - As these issues have generated some bad press, the public relations committee will need members ready to handle the issues that may arise over the next few months from the fall out. If you would like to volunteer to serve on the Public Relations Committee, please contact Vicky Assarratanakul or Mera Babineaux.
4. Budget and Expenditures
A. Current budget - Our Bylaws require that our budget be presented by November 1 for the following year. The budget was presented, but as of yet has not been motioned for adoption. Mera Babineaux, Acting President has requested that the Treasurer add $100 to the 2020 budget for Maryland Nonprofits under the new category of legal and consulting services. The Acting President also asks that, once this change is made, someone please move and second the annual budget for adoption.
B. Additional 2019 Expenditures - Standing Rule 30B permits the President to add to the current year's budget to allow for expenditures deemed necessary. Mera Babineaux has requested that the Treasurer Jeanine Swick add $100 to the 2019 budget expenditures under the new category of "Legal and Consulting Services" and make payment immediately to Maryland NonProfit to retain their services.
C. Board & Officers Liability Insurance - B&O policies are fairly standard and it is surprising that our organization does not have one. It is currently the subject of motion #11-7-2019-1 as "motion for the ICG board to task the finance committee to solicit three quotes to find appropriate liability insurance for the corporation to be in place by 1 January 2020." The discussion period ends on 11/22/2019 at 5:48pm and the voting period ends 12/7/2019 at 5:48pm.
5. The 5 Year Plan and Survey of Members and Board of Directors Representatives
The 5 year plan has generated a lot of discussion regarding its creation and presentation, but nothing regarding its content or suggestions to provide more benefits to our members and chapters. A survey has been created to begin to gather opinions from the members, based upon the suggestions of BoD members and the ideas presented in the 5 year plan. The survey has been created using GoogleForms (free) will be sent out shortly so that each member may make their voice known. The survey will remain open until 12/1/2019. The anonymous results of the survey will be shared on Slack in a new public channel #2019survey on 12/2/2019. While the survey will require you to list your name as on your ICG membership so that it can be checked against the current membership spreadsheet, the column in the spreadsheet that contains names on the survey will be deleted once the names are verified, and only the responses will remain. The names ONLY will be sent to the ICG Treasurer, Jeanine Swick, to verify. Responses will be posted without names, and will be anonymous. Please say what you want to say without fear of reprisal.
Cordially,
Mera Babineaux, Acting President
