The December 12, 1997 meeting of the Board of Governors was called to order by Chairman Marcia Proud at 6:00 p.m. EST. Present were Karen Brown, Tim Heisel, Linda Hoyer, Dorothy Kent, Marcia Proud, John Reilly, Stu Riley, Myra Roth, John Shaw, and Carol Walker. Absent were Debbie Eckels and AKC Delegate Jeannette Nieder. Also present was Allen Rozairsky of the law firm Solomon Pearl Blum & Quinn.

Approval of Agenda. By general consensus of the board the agenda was suspended to permit the board to first address the matters of a letter to the club from Gloria M. Brand and of questions regarding the Specialty Management Committee. John Shaw announced that during this portion of the meeting he would be in attendance and silent.

Gloria M. Brand's letter dated November 25, 1997 advised that she represented three members of the ABdFC, and demanded copies of certain records belonging to the ABdFC on their behalf. The Chairman advised the board that she had received another letter from Ms. Brand dated December 3, 1997 stating that one member's name "was inadvertently and erroneously placed on and included in the information request directed to you and others in my letter of November 25, 1997."

The Chairman then read a draft reply to the ABdFC from Mr. Thomas F. Quinn of Solomon Pearl Blum & Quinn regarding the invalidity of the demand in Ms. Brand's November 25 letter both procedurally and with regard to the definition of "records."

Various questions were addressed to Mr. Rozansky by board members:

The appropriateness- of a family member of one of the people represented by Ms. Brand being present at board discussions of this matter. Rozansky replied that under the Pennsylvania nonprofit statute, the point at which a director has interest is when he or she has financial interest in a transaction or if a nonprofit corporation is being acquired by another entity. If a family member is having a dispute or disagreement with the board or disagrees with board actions, that is not defined within the statute as an interested director. Even if a board member is an interested director, he or she is able to participate in the discussion, but action would have to be by majority vote of the disinterested directors.

Question was raised in the event that there was correspondence between Mr. Rozansky's firm and Gloria Brand as to who would receive copies of this correspondence. Mr. Rozansky replied that if the board agrees, copies would be sent to the Chairman and the Secretary, and it would be their responsibility to see that all board members received copies, since any correspondence with the Chairman would be in effect correspondence with the entire board.

Mr. Rozansky stated that the board had a responsibility of listening to comments from members, but should not disseminate such comments to the membership at large until or unless they had good reason to regard them as true.

Regarding the demand for copies of correspondence from members to the board, if the decision was made to accede to this, should the board inform those members whose correspondence was involved that the board was taking this action? Mr. Rozansky said that yes, those people whose correspondence was involved should be informed of such action. The question was also raised of the liability of the board to those members whose correspondence was thus released, if they felt that they were damaged by such a release. Mr. Rozansky advised that if the board so acted on the advice of an attorney and in what they felt was the best interest of the club that they probably would not be liable. "When you are acting as a board member, you need to act as a reasonable person would in similar circumstances."

The question was asked as to whether Solomon Pearl Blum & Quinn had attorneys in their firm who were licensed in the state of Pennsylvania. Mr. Rozansky answered that Mr. Blum was licensed in Pennsylvania.

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Motion that the ABdFC retain Solomon Pearl Blum & Quinn to represent the ABdFC with reference to the letter dated November 25, 1997 from Ms. Gloria Brand, that Solomon Pearl Blum & Quinn will answer this letter, and that they will forward any correspondence between these two firms to the Chairman of the Board with a copy to the Secretary; Stu Riley/Carol Walker. In connection with this motion Mr. Rozansky detailed the costs that would be billed by their firm. They would undertake to represent the club at this time with regard to the correspondence from Gloria Brand, plus any corporate questions that the board might have. If there would be any litigation, the board can then decide whether to request Mr. Rozansky's firm to represent the club. Vote on the motion: Carol Walker, yea; John Shaw, abstain; Myra Roth, yea; Stu Riley, yea; John Reilly, yea, Dorothy Kent, yea; Linda Hoyer, yea; Tim Heisel, yea; Karen Brown, yea. Motion carried.

The question was raised that if copies of correspondence between Solomon Pearl Blum & Quinn and Ms. Brand were made for all the board members as part of the regular course of board business, would they then be subject to inspection under the Pennsylvania statute. Mr. Rozansky replied that under the statute, any preliminary materials sent out are not necessarily records of the proceedings. The record of the proceedings would be the minutes. Copies of such correspondence will be sent to board members in the ordinary course of board meeting preparations, unless such correspondence is deemed time-sensitive by the Chairman.

Letters from members regarding the Specialty Management Committee. Motion that Arden Shaw be replaced as Specialty Management Chair, John Reilly/Karen Brown. Karen Brown, yea; Tim Heisel, nay; Linda Hoyer, nay; Dorothy Kent, abstain; John Reilly, yea; Stu Riley, nay; Myra Roth, nay; John Shaw, abstain; Carol Walker, nay. (At this point Allen Rozansky left the meeting.)

Question was asked by the Secretary if she was to reply to member letters regarding this matter. Consensus was that record in the minutes would suffice.

Approval of minutes of meeting of October 7, 1997. Tabled until February 20, 1998 meeting.

(John Shaw wished to announce that he is now participating in the meeting.)

Approval of minutes of October 17-18, 1997 organization. Correction of minutes: Nomination of Marcia Proud was made by Carol Walker/Debbie Eckels. Under Bylaws, add motion made by John Shaw/Stu Riley that Bylaws Chair be directed to send a copy of all job descriptions to all board members. Under Specialty Management, motion regarding Specialty Management Guide was made by John Reilly/Stu Riley. Motion to approve minutes as amended Stu Riley/Carol Walker. Motion carried.

President. "It's becoming more challenging being an Officer of this Club. There is a very small minority of one or two percent of the membership that have formed splinter groups that for the past few years have attempted to disunite the Club for whatever reasons. Is it for their own personal agendas; is it their thinking that their Bouvier is better than anyone's; or is it based solely on animosity for certain individuals? Personally I'm getting tired of all the innuendoes, threats, intimidations, and questioning the integrity of the Board and the membership in general.

The breeding, showing working, herding, whatever of the Bouvier for most of us is suppose to be a SPORT and for some members it is the way they make a living. Why then is it so difficult at times for everyone to realize that it is the Bouvier that we should be concerned about. Why our dog didn't win the I" place ribbon, why didn't it make that jump and fetch that it had done 100 times in the backyard, why did my dog die at the young age of four of cancer, why, why, why. Who cares who wins the National as long as it is a good specimen of the breed. Who cares who is on what committee as long as that person gives it their best effort? Who cares who judges our Bouviers as long as they are fair, knowledgeable, and non-political. Who cares who is on the Board as long as they don't attempt to force their agendas on the Board or the Members. WHO CARES????? We all should, because we need to pull together so that we can address all the issues important to the Bouvier."

Motion to direct that the above President's remarks be read into the minutes, Myra Roth/Linda Hoyer. Point of order raised by John Shaw that this motion is not necessary, that the President can ask that his report be read into the minutes. Parliamentarian agreed that it can be read into the minutes at his request.

Vice President. No report.

Secretary. During the months of September, October, and November the Secretary sent out 43 Beginner's Guides and 53 breeder lists. Correspondence received:

Letter and price lists from MarvArt regarding dog figurines. Forwarded to Trophy Chair.

Brochure from LKC Custom Jewelry regarding their products. Forwarded to Trophy Chair.

Funds solicitation from "All Pets Association."

Notice from the AKC regarding finds for late submittal of performance events applications and judges panels (forwarded to Performance Events chair).

Brochure and samples from animal artist BJ Lewis (forwarded to Trophy Chair).

Brochure from Joni's Creations. Brochure from Top Dog Endeavors, "canine directory."

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Brochure from Kaleidoscope Publications

Copy of Convene magazine.

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AKC Delegate. In the absence of the Delegate, report was read by the Secretary. The Delegate reported on the December delegates' meeting votes; and the nominating committee slate for the AKC Board of Directors: Dr. Robert D. Smith, Kenneth Marden, and Bernard Schwartz. She also reported on upcoming March votes on proposed amendments to the Rules Applying to Dog Shows. She reported on a presentation by attendees at the AKC Second Genetic Health Conference, and the report of the Future Direction of Show Events Committee. The June 1998 delegates' meeting will be held in St. Louis, Missouri. AKC is creating a new registration form, and will require the signatures of all the co-owners on the litter registration form as well as on the blue slip. A delegate who works at Cornell's veterinary school warned of two additional types of leptospirosis crossing over to dogs from raccoons, possums, and skunks, as well several new strains of ehrlichiosis. (At this point the Chairman rejoined the meeting and assumed the chair.)

Treasurer. As of the end of November the club's total balance was $24,016.63. The 1997 Futurity had a balance of $600.94, which was rolled over into the 1998 Futurity fund. The 1998 Futurity looks very healthy, with lots of entries. The preliminary 1997 specialty report shows that it is in the red. The committee will attempt to correct this by selling leftover ways and means items.

Treasurer has contacted the IRS regarding the club's tax exempt status and wishes the board's instructions regarding her proceeding with filing for tax exempt status with the IRS. This would entail sending them a check for $450 with the necessary forms, and the IRS will then determine whether the club qualifies for tax exempt status. It is necessary to file returns whether the club is tax exempt or not, if annual gross income exceeds $25,000. Motion to approve the $450 expenditure and filing the forms to apply for tax exempt status, Karen Brown/Stu Riley. Motion carried.

The Treasurer has clarified the $60,000 "miscellaneous expense" item in her Annual Report which was questioned at the Annual Meeting. $40,000 represented the transfer of funds from the old checking account into the money market account. Actual miscellaneous expenses were $20,460.

Questions were raised at the Annual Meeting as to whether Rescue was covered by our insurance policy. The answer is "yes," there is always coverage for defense; but in order to pay any damages negligence on the club's part has to be proven. So far as officers arid directors are concerned, the policy does not cover "decision making." Motion to approve application for officers and directors legal liability insurance coverage with a $1,000,000 limit for an annual premium of $800, Stu Riley/John Reilly. Motion carried.

Committee Reports. Bouvier Club Liaison. Supplying regional clubs with DBQ copies was discussed. Motion to establish a procedure whereby regional clubs will receive the DBQ: Bouvier Club Liaison will maintain a list of clubs and contacts to whom issues will be sent; they will supply labels to the DBQ editor, with a current copy of their list sent to the Secretary; and the Secretary will write a letter to the Editor informing her of this procedure; Carol Walker/Karen Brown. Motion carried.

Lee Lochhead is now the contact for the Southern California BdFC.

The committee members will be contacting all club representatives personally to attempt to get more information.

Supplying member mailing list to NAWBA was discussed. This will be tabled while the committee consults with AKC regarding the use of our mailing list, and with guidelines as to what we will tell NAWBA as to specifics of how they would use the list, and how we would use theirs.

Bylaws. Regarding requested report as to what are the correct Bylaws, chair read portions of a letter from the then Bylaws Chair dated June 15, 1991, regarding "editorial changes" in the Bylaws to make them more readable, as well as substantive amendments to the Bylaws. The amendments were sent to the membership for approval, but the editorial changes were not.

Procedure for reserving Dirty Beards covers was tabled.

Member request was made that changes in Standing Committee Rules and the Nominating Committee job description approved at the October organizational meeting be sent to the membership through official club media. Consensus was that this was not necessary, since these items are for the use of committee chairs.

Suggestion made by John Shaw that the Bylaws Chair and other members of the board work on guidelines as to what is and is not appropriate for publishing on the club Web site. Stu Riley will furnish copies of the Web page guidelines of another parent breed club to the Secretary for inclusion in the packets for the February 20 board meeting. At present anything to be included in the Web page must be approved by a consensus of the Webmaster, the board chair and the Secretary.

Re member request that an amendment to Bylaws providing for a limit of six consecutive years of service on the board in any capacity be submitted to the membership for a vote: note was made that request for a similar amendment was not approved at the October 1996 board meeting, and that the board voted to table all activity on the Bylaws until the Bylaws review is completed. Note was also made that the Bylaws provide for a petition process by which 20% of the members can call for a Bylaws amendment.

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Secretary reported on a letter from the chair of the Bylaws review committee consisting of Debbie Gschwender as chair, Charlene Berstler and Douglas Johnson, stating that due to difficulties in obtaining material in a timely manner for her committee's work that she would request an extension of the committee's deadline to the April board meeting. Chair made note that this committee was created and the deadline established by a vote by the general membership at the October 17 annual meeting, so it is not in the power of the board to amend this motion. The board feels that this is not an unreasonable request, and would have no objection to this extension.

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Performance Events. Tim Heisel reported that Debbie Eckels is proposing a two-day all-breed herding event at her training facility in Delaware in August. Per-day budget would be expenses of $500 for the facility and the sheep, $100 for judges' fees, $100 judges' expense, $250 secretary's expense, $50 ribbons and trophies, AKC fees $125, for a total expense of $1,125 per day. Income budgeted at 30 entries per day at $40/entry for total income of $1,200 per day. Motion to approve this herding event, Tim Heisel/Stu Riley. Motion carried.

Agility "A" match: no report

Tracking "A" match: Linda Hoyer will speak to Eric Hoyer about the possibility of doing a practice match in conjunction with a tracking test being held in Arizona in March.

Publications. Future of the DBQ. Motion that John Shaw, Tim Heisel and Carol Walker will solicit bids from various outside publishers to produce the Dirty Beards, Dorothy Kent/Tim Heisel. Motion carried

Motion to include in the minutes that the board requests any members who are willing to work in any capacity for the Dirty Beards, to write a letter addressed to Carol Walker, stating in what capacity they are willing to work for the DBQ, Carol Walker/Karen Brown. Motion carried.

Re reprinting of 1997 Annual. Problems that the Editor is having with the printer regarding this project were discussed. Motion that the Board asks the Editor to propose to the printer that he give us a refund for the costs we have incurred, and drop mailing out the reprinted version, John Reilly/Stu Riley. Motion carried.

Motion to announce in the minutes that the club will be offering refunds to any dissatisfied advertisers in the 1997 Annual, and that such advertisers advise the Secretary in writing no later than February 1, 1998, John Reilly/Stu Riley. Motion carried

Rescue. Regarding the possibility of organizing Rescue as a separate charitable organization, tabled until farther discussion by the committee appointed to consider this: Karen Brown, Carol Walker, John Shaw.

1997 Specialty. Items in a member letter regarding various matters occurring in connection with the 1997 specialty have been addressed for the 1998 specialty, per the 1998 specialty chair.

Report on the 1997 specialty received from 1997 specialty chair.

1998 Specialty. 1998 specialty chair reports that all rooms at the host hotel have been booked. The hotel is taking names for a waiting list (1 -800-782-8108). The overflow hotel is the Diamond Inn (Best Western), owned and managed by the host hotel. Call I -800-782-8487 for reservations. It is about six miles from the host hotel, and two miles from the herding/agility events.

AKC will do DNA testing at the 1998 specialty on October 1.

1999 Specialty. The report of the judges vote tally by Thomas D. Martin, CPA shows that the breed judge will be Marcia Proud, and the futurity judge will be Susan Vroom.

Specialty Management. Request for an increase in the Specialty Management budget to $200. Motion to approve budget of $200 for 1998, Stu Riley/Carol Walker. Motion carried. Since the report was received too late to be included on this agenda, the balance of the report will be addressed at the next meeting.

Web Site Coordinator. Results of the Genetic Health Survey and information regarding the 1998 specialty have been added to the site.

Motion to include the information sent out by the Secretary to inquiries about the breed and breeders, Carol Walker/Myra Roth. Motion not voted on.

Motion to establish a "favorite links" page for the ABdFC Web page, John Shaw/Carol Walker. Motion carried.

Old Business. Proposal by Suzanne Sims regarding scanning club archives onto disk. Motion to ask Suzanne to discuss alternatives with Historian, Karen Brown/Tim Heisel. Motion carried.

Request by the AKC for historical club documents will be forwarded to Historian, asking her to comply with the request, and give the board a report on this project.

New Business. Letter from Susan Vroom re new challenge trophy. To be referred to Trophy Chair requesting her recommendation.

Re proposal regarding updated membership list for board members. Secretary will distribute list updates currently sent to Treasurer, Membership chair, and Futurity Director to board members as well.

Proposal regarding communications from the board to the membership, possibly in the DBQ, will be added to the next meeting agenda.

1999 specialty, re Northern Illinois BdFC Club bid, Secretary will advise them that bids can be amended prior to the January 2 deadline, and that there are no plans to include bid representatives in the board meeting.

Motion to vote by mail regarding 1999 specialty bids, Tim Heisel/Stu Riley. Carol Walker, nay; John Shaw, nay; Myra Roth, nay; Stu Riley, nay; John Reilly, yes; Dorothy Kent, nay; Linda Hoyer, nay; Tim Heisel, yes; Karen Brown, nay. Motion failed.

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Motion to hold a special board meeting on January 9, 1998 to discuss and decide the selection of the 1999 specialty site, Carol Walker/Linda Hoyer. Motion carried, with 2 nay votes.