The MWB Board Response to the community questions 12/17/18 :The Burning Man Organization’s Missouri Regional Contacts (Britta & Robin) have collected and put to the MWB board the questions below. We have provided our answers here for the MWB community.

Whose alleged misconduct was the Principal's Office investigating? Paul's? Or both Paul's & Nestor's?The Principle’s Office (PO) was investigating the situation as a whole, not just one component of it.  The PO’s job is to investigate in entirety. However due to the involvement of law enforcement the investigation was halted and parties/the board were made aware of that.

Would you please clarify the reasons Nestor was temporarily removed from the board?The board had an emergency meeting October 22nd, 2018 comprised of 5 members (minus individuals involved) to discuss the incident at Hullabalu as the board had been informed a police report has been filed by one board member against another. The board voted unanimously to temporarily remove both individuals involved pending the police investigation. This was in an effort to protect the organization during allegations involving two board members. Both members were sent notification of this along with the MWB policy on Transparency and Confidentiality.There was a lot of information coming in at once and the police investigation was underway.  So they were both asked to take a step back until everything had a chance to be sifted through and the board could better understand what was going on.These minutes were not published due to sensitive nature of PO investigation.  This was agreed on by all members to hold these minutes until the PO or police did their investigation.  We agree to publish these minutes as the information is been made public and they can be found on the website. In hindsight - would it have been better to announce that we have temporarily removed two board members due an incident? We still are unsure this would have been the best for an investigation to occur and before all the information has been sorted through?

It's my understanding that there are at least two witnesses who say they saw Paul make physical contact with Nestor. Can you please clarify whether you received these witness accounts of physical contact? The MWB board did not receive formally any reports. These would have been received and investigated by the Principle's Office.Per the PO 12/15/18: They were forwarded reports from the event.  There were several statements claiming they saw physical contact and several that stated they did not witness physical contact.  Due to the fact that the police became involved, they halted their investigation the PO was not able to follow up on these. However, if law enforcement is no longer involved, the PO will be reopening the investigation and starting from scratch to conduct the investigation we were unable to perform initially.

Without naming names, how many other witnesses (if any) saw Paul make physical contact with Nestor?

Per the PO 12/15/18: Besides the accuser there was one other who reported seeing physical contact and another who reported seeing the accuser have to step back but did not see specifically what caused him to have to.

Did the Principle's Office do any further investigation after the accuser filed the police report(s)? If not, why not?

Per the PO 12/15/18: As stated previously, the PO was forced to halt the investigation pending the police investigation.  The accuser was made aware that this would be the result of the charges and expressed understanding of that.

Why wasn't this incident reported to the community? It is the PO’s responsibility to report any incidents like this to the community. However, with the PO being such a new part of MWB, there are still bugs being worked out on what exactly the PO has authority to do. The fact that there are only two or three active PO members for MWB currently really limits their reach at this point in time. The board’s job is to oversee the financial responsibilities and to assist the burns under its umbrella with leadership training, community outreach, and community-wide policy creation/modification, using the Burning Man organization’s policies and ethos as a guide. We have found no policy in our Articles of Association or Bylaws that encompass these types of situations. If anyone does find something I missed, please inform us. Per the PO12/15/18: The PO had a very limited amount of time between receiving reports of the incident (the reports weren’t immediately received after the event, it took a few days for them to be forwarded on to the PO) and charges being filed.  The PO investigation was halted as previously stated. The PO is a new department for MWB and is still being worked out, however the practice of the PO reporting incidents will be to gather information and get a clear picture of what exactly is going on before reporting to the community.  The PO believes that is important to make sure the most accurate information is being communicated.

Why did the board decide to permanently remove Nestor?1. Days after the board members were put on temporary leave one board member refused

to hand over the passwords to our g-suite, and website.  He was politely asked twice and he refused to transfer MWB access to these things. He responded uncooperatively. Again this was asked of him after temporary removal.  His response was “You fired me remember?”  Followed by another response within minutes (no further request was made in between) “Quit harassing me.” We could do nothing while he held these MWB passwords.  It is clearly stated as the second duty of the president “Access to all passwords but accounting password”

2. He violated confidentiality of private board discussions of MWB in public facebook posts and made false public accusations of board members.

The meeting minutes are provided here and will be published on the website:

“Emergency Meeting 10/22/18 7pm conference call: (minutes)Board members: Lizzie, Becky, John, Josh, Jill

1. Federal criminal charges have been filed by one board member against another board member.

2. PO office currently working through the issue before bringing to the board.  Until then we do not need to discuss details.

3. When PO brings above issue to board president will recuse herself from any decision making/voting on the issue.

4. Aside from that issue, the board would like to begin work on the restructure so that by the end of the year we can offer our new criteria to burns for 2019.  The questions I am asking today:

a. Treasurer  is resigning in December - would it be okay to start reaching out to find a replacement  at this time so they can be a part of the discussion on the restructure?

i. Board agrees that we can post a call out for Secretary and Treasurerb. Need to know Secretary’s  plans and timeline so we can get secretary in place

before she resigns so we have someone available to document and organize things.

i. Current secretary states she will resign as soon as we have another person in place

ii. She will continue to run the PO c. Until the Federal charges have been handled/investigated by the authorities -

how should we proceed with both board members at this time?  I'd like to begin work on restructure and not sure how to proceed and with whom. What does the board look like going forward?

i. Unanimous vote carried the following:1. Pending investigation both board members will be temporarily

removed until the results of the federal investigation have concluded.

2. The PO lead will be the only contact person for the two individuals involved.

Community member has offered to assist with restructure as consultant and board members agree this would be acceptable.END OF MEETING”

What is the board policy on confidentiality?Here is our policy on confidentiality and transparency written June 27th, 2017:

“Midwest Burners Confidentiality and Transparency GuidelinesMidwest Burners values transparency. Within this transparent framework, there are some situations where confidentiality is required. Midwest Burners requires board members to maintain confidentiality especially in situations where there is a conflict of interest.

Generally, the board meetings are considered an executive session. That means confidentiality of conversations in an executive session is required.Sharing confidential information without the consent of the board breaks confidentiality and undermines the duty to act as a deliberative body. Any person that participates in an executive session, and then discloses what happened in session without agreement from the board to share the information would be violating confidentiality. For example, a board member may have loyalties towards a group or individual within the membership of the organization. If the board is engaged in making a decision that the group or individual has a position on or would be affected by, it would be inappropriate for the board member to share with the group or individual information that the board member learned through his or her position. This would fall under the bylaw outlining conflict of interest.  It is the board member’s duty to maintain the confidentiality of information gained through his or her position, regardless of obligations or loyalties to groups or individuals. While the specifics of the confidential conversations during executive session should not be included in the public minutes, a general description of a motion and vote can be included,

minus the conversations that led to the decision.  This is why we have internal and public minutes. Public minutes are published on the website. Other information we disclose to the community include:

Policies Bylaws Names of board members and their @midwestburners.com emails Financials (IRS Form 990)

 If a board member feels they have a conflict of interest and would have a difficult time maintaining confidentiality, the board member or board may decide to vacate their seat and refrain from discussion and voting on said item. If a board member does not maintain confidentiality where there is a conflict of interest the board may consider removal of the board member or ask for a change in behavior. “

Has it been recently edited?This has not recently been edited- any edits would be found in the Google doc history and there are none beyond its final draft dated June 27, 2017.  October 24th, 2018 the president highlighted this section “Sharing confidential information without the consent of the board breaks confidentiality and undermines the duty to act as a deliberative body. Any person that participates in an executive session, and then discloses what happened in session without agreement from the board to share the information would be violating confidentiality.” That was the edit - a highlight with yellow.  

What did the board find in violation of this policy by Nestor?“Sharing confidential information without the consent of the board breaks confidentiality and undermines the duty to act as a deliberative body. Any person that participates in an executive session, and then discloses what happened in session without agreement from the board to share the information would be violating confidentiality.”

More specifically:o Breach of confidentiality - divulging board discussions to public without board

approvalo Holding passwords for board function technology o False accusations of board memberso Improper conduct

Website: Hostgator access (web server) &  G-suite: administrator access passwords held by board member in question.  This same board member also falsified the creation of a committee October 26th, 2018 naming himself as chair after temporary removal adding members who were unaware of such committee as was confirmed through phone conversations with two of the supposed members of committee. Without passwords to G-suite the only option presented was to delete the g-suite and start anew with the risk of losing all files per Google Account Recovery Team .  After being able to get at least g-suite access by back-ended strategy through a trusted past board member the board then entrusted this person to hold our passwords until situation resolved. This was done on our end November 4th, 2018 meeting by unanimous vote.

Why did the board decide to reinstate Paul?The board could not take action based on an accusation not corroborated.This has has been the board stance for years.  Law Enforcement being involved halted the PO investigation as it

would interfere with their investigation. The board did not have adequate evidence to take action, and the investigation process was halted because of police involvement.

Did you get word about both the county and federal law enforcement investigations? We were informed by the accused that the sheriff came to Elderberry and he met with sheriff. This is how we found out the charges had been filed.  

Who told you that legal charges weren't being filed? (If the source wasn't law enforcement, where did the source get their information?)We were informed by the accused he had made contact with the sheriff again prior to November 4th meeting and stated at that time the sheriff was not planning to send information to prosecutor.

Was the decision to reinstate Paul based on the fact that legal charges weren't filed or that the Board had no proof of the physical assault (as stated in Lizzie's Open Letter)? Or both?

There is nothing under PO recommendations because the PO wasn’t able to investigate, therefore the PO did not make any recommendations.  If it’s stated anywhere that the PO made recommendations that is an inaccurate statement. The PO indicated in the board meeting, the PO was not able to complete an investigation to allow them to make recommendations.  The PO lead was in attendance at that board meeting purely as a board member. The only thing brought to the meeting from the PO was what they knew about the situation, which admittedly wasn’t much at that time and had not been properly investigated due to the police involvement. The PO has since reported to the community this was not the best choice to have made and they are working to resolve it from a PO standpoint as best they can.The voting members of the board weren’t prepared to remove Paul from the board, so that was the solution agreed upon at the time.

If the Board had some evidence of a physical assault (such as a witness account) but decided to reinstate Paul because the evidence wasn't enough to legally prosecute him, could you please explain why the Board felt it was appropriate for him to come back on the Board?The voting board members felt at the time of the vote that Paul had adequately admitted he mishandled his frustration and was willing to learn and grow from the experience. This was enough for the voting members of the board to feel reinstatement was appropriate.Per one board member:“I had my personal experience of the event at HullabalU, the information provided by the PO, and a few other community member’s opinions to base my vote on as well as our By-laws to which I am bound. I felt at the time of the vote that Paul had adequately admitted he mishandled his frustration and was willing to learn and grow from the experience. This was enough for me to feel reinstatement was appropriate. We are a community of people with human experiences that bind us together and without acknowledgement of our present and willingness to grow we will not achieve our ten principles.”- Per Jill - board treasurer at the time of this decision.

What conclusions, if any, did the Board come to about whether Paul addressed Nestor multiple times with a homophobic slur, despite being asked not to? The Board has no comments regarding the accusation of the accused addressing the accuser with a homophobic slur. No Board members were present during the altercation and cannot speak for the intent or reasoning of others and their words.

What conclusions, if any, did the Board come to about whether the accused stepped into a situation while off-duty and dealt with it in an unacceptably aggressive way? The board felt the EC’s at the event handled their own situation in the way they felt was appropriate.  Any further action would have needed to be brought by recommendation of PO. Unfortunately the PO had to cease due to legal involvement with formal criminal charges. When any incident happens at a MWB event it is handled by the community members in charge. In this case it was the two remaining ECs. Those ECs removed the accused from his duties for the remainder of the event.

If the Board found that the accused did either or both of these things, could you please explain why you decided that they should still be a board member?  The board only agreed that both parties were behaving badly and both were temporarily removed once turned that into a criminal investigation. That cut the board and the PO out of it. There was nothing for the board to act on for either party and both would have been reinstated at this time hoping to all learn to be better and continue working in their board roles.

If the Board did not look into these issues, would you re-examine the matter as it seems important to the community?Per the PO 12/15/18:: It is the intention of the PO to reopen this investigation and review from the beginning.  

The Board agrees that they will revisit the decisions made when the PO completes their investigation and brings their recommendation to the Board.

Besides being removed as EC at HullabalU 2018 and the temporary Board suspension, has the Board sanctioned Paul for the HullabalU incident in any other way? Not at this time.

Why were the board minutes so vague in regards to the dismissal and reinstatement if Nestor an Paul?The board’s policy is to omit names of people being discussed in meetings from public board minutes to protect the privacy of those involved in any given incident. Specifics were withheld to protect everyone’s privacy involved.

From outer confidentiality and transparency policy written June 2017:“While the specifics of the confidential conversations during executive session should not be included in the public minutes, a general description of a motion and vote can be included, minus the conversations that led to the decision.”

Why did Lizzie not mention that Nestor was struck in her letter?Lizzie was not there and cannot comment whether he was struck or not. Currently there are only witness statements held by the PO, which have not been investigated fully due to the inability of the PO to investigate at that moment in time.

Why weren’t the accounts of the sober witnesses reported and used in decision making?Per the PO 12/15/18: Statements were not provided to the board due to them being PO witness reports.  These will not get forwarded to the board. People who utilize the PO have an expectation of privacy.  If everything is forwarded to the board to investigate on their own, then the PO really doesn’t have a reason to exist in these situations.

Have all the requirements been met for MWBorg to legally operate in all the states involved?

Midwest Burner Association

Report to the Community

December 16, 2018

In response to inquiries made of the Accountant by the Community pertaining to the Fiscal Health and Legal Status of Midwest Burners Association

I was asked by the President to answer these questions for the Community. My answers reflect the current state of these financial and administrative operations of the Association as of November 30, 2018. I have taken a great deal of time to be thorough and accurate when citing code and regulation. I present this information to directly show that our actions as a Board are aligned the Fiscal Prudency they are entrusted. We have been established and have been operating legally since our 501(c)(3) Determination was granted in 2015.

This year we have revised our financial policy, our accounting procedures, and our budget methodology. Our 2018 preliminary Annual Statements will be published by January 31 and the final 2018 statements will be presented when we file the annual 990 after our Financial Audit this spring. If you have further questions regarding the Association’s accounting or budgeting practices, please contact me at accountant@midwestburners.org.

Note: The text in GREY is part of a citation, but irrelevant to the discussion.

Have all the requirements been met for the Association to legally operate in all states involved?

A. Yes.

Midwest Burners Association is a unincorporated, nonprofit, Association which was granted 501(c)(3) status by the IRS on March 24, 2014. The Association operates under 509(a)(2) of the Internal Revenue code.

Midwest Burners was organized as an Association in Topeka, Kansas, on January 10, 2005, with Zay Thompson and Travis Buser as the initial directors of the Association. On April 7, 2006 the Association filed Form 1024, Application for Recognition of Exemption Under Section 501(a)(7) – Social Clubs and was granted status on June 16, 2006. The Association submitted a request to be considered for 501(c)(3) status, and Midwest Burners was granted tax exempt 501(c)(3) status in February, 2015 as in subsection 03,1 Charitable Organizations.

Articles of Association were filed with the initial 501(c)(7) filing and accepted by the IRS. The Articles were updated in 2012, and those were also submitted and accepted. The second filing as done was accepted in 2016.

ByLaws of the Association are posted on the Website, and do require an update and a revision. The Board amended and published the ByLaws that are on the MidwestBurners.com website on January 17, 2018. Since that meeting, the Board has discussed a committee of its members to

update the ByLaws – Nestor, Josh, and John all having been appointed to that committee at one point. While the task remains on the Board’s agenda, no work on a revision has been completed. During the regular November meeting, changes were passed by the board that adopted Roberts Rules of Order as the official parliamentary Order of conducting business, and updating the number of Board members from five to seven in the section on voting. Verbiage was also struck from this section without altering the meaning (See Changes to the ByLaws in the appendix). These updates will be published before the end of 2018. The revisions made in November will become effective upon publication on the Association’s Website.

Midwest Burners is an Association

The Internal Revenue Code defines Associations:

7.25.3.12.1.4 (02-23-1999)

Associations

IRC 7701(a)(3) states that the term "corporation" includes associations. Thus, any entity that is a "corporation" for federal tax law purposes will be considered separately organized, even if it is not incorporated under state law.

Reg. 301.7701–2 lists six characteristics that are ordinarily found in a pure corporation, which, taken together, distinguish it from other organizations. As adapted to fit unincorporated nonprofit bodies, these corporate characteristics are:

(i) associates, (ii) an objective by the associates to carry on the activity for which the organization was formed, (iii) continuity of life, (iv) centralized management, (v) limited liability, and

(vi) free transferability of interests.

The presence or absence of these characteristics will depend upon the facts in each individual case. Thus, an organization will be treated as an association if it more nearly resembles a corporation than a partnership or trust and, therefore, may be considered to be an organization distinct from its creator.

The typical nonprofit association formed under a constitution or bylaws, with elective officers empowered to act for it, would be treated as a corporation for purposes of IRC 501(c)(3). Of course, an association’s organizing documents must satisfy the organizational test before the association can qualify under IRC 501(c)(3).

The Association meets these requirements as it has”

(i) associates (Board Members), (ii) an objective by the associates to carry on the activity for which the organization was formed (Experiment with the concept of Community), (iii) continuity of life (Voting Procedures), (iv) centralized management (Board of Directors), (v) limited liability (granted in the ByLaws), and

(vi) free transferability of interests. (not applicable).

Associations have these characteristics in the Internal Revenue Code, 7.25.3.2.3 (02-23-1999)

The typical nonprofit association formed under a constitution or bylaws, with elective officers empowered to act for it, would be treated as a corporation for purposes of IRC 501(c)(3). Of course, an association’s organizing documents must satisfy the organizational test before the association can qualify under IRC 501(c)(3).

Requirements to Satisfy the Organization Test

7.25.3.3 (02-23-1999) Organizational Test Requirements

Reg. 1.501(c)(3)–1(b)(l)(i) provide that an organization is organized exclusively for one or more exempt purposes only if its articles of organization:

Limit the purposes of such organization to one or more exempt purposes; and

Do not expressly empower the organization to engage, otherwise than as an insubstantial part of its activities, in activities which in themselves are not in furtherance of one or more exempt purposes.

In addition, the organization’s assets must be dedicated to an exempt purpose, either by an express provision in its governing instrument or by operation of law. Reg. 1.501(c)(3)–1(b)(4).

The term "articles" includes "the trust instrument, the corporate charter, the articles of association, or any other written instrument by which an organization is created." Reg. 1.501(c)(3)–1(b)(2).

The organizational test cannot be met by any document that is not the creating document.

A corporation’s bylaws cannot remedy a defect in its corporate charter. A charter can be amended only in accordance with the State’s nonprofit corporation law. States generally require that any amendments be filed with and approved by the chartering authority.

For an unincorporated association, the test must be met by the basic creating document, whatever it is called, and any amendments. Subsidiary documents that are not amendments to the creating document may not be relied on.

The Articles of Association relevant to that requirement follow. I submit that these statements as written, and as accepted by the IRS through their ruling constitute the Association’s authorization to conduct business as a nonprofit 501(c)(3) organization.

Amended Articles of Association of Midwest Burners

3. Midwest Burners is an unincorporated Association organized exclusively for social and recreational purposes in accordance with section 501(c)(7) of the internal Revenue Code, or the corresponding section of any future federal tax code. The specific purpose of the Midwest Burners Association is to gather to camp, socialize, experiment with the concept of community, and/or create art in all of its forms. We want to extend the creative and communal spirit of the Burning Man Festival, into the Midwestern United States. We hope to unite people, especially in the Midwestern United States, who are interested in Burner culture.

And

7. Midwest Burners net income will be used to accomplish the Association's purposes that are set out in Article three. Midwest Burners will not use its net income to personally benefit any of its

members, trustees, officers, or other private persons except to compensate them for services and to make payments that further this Association's purposes.

No substantial part of the Association's activities will be propaganda efforts, attempts to influence legislation, or participation or intervention in any political campaign for public office (including the publishing or distribution of statements).

This Association will not, except to an insubstantial degree, do anything that does not further this Association's purposes.

IRS Reporting

We were granted Determination in 2015. We do not have record of filing in that year. We show we filed in 2016 and 2017. We will file 2018 timely.

Regarding our 2016 filing. We received a letter from the IRS this May stating they require a full 990 reporting from us for 2016. We have determined that the 2016 taxes filed by the outgoing accountant were filed only for the first three quarters of 2016, and that wasn’t communicated to the incoming accountant to follow-up on. The variance between the last two quarters is minimal, but crucial to submit. We will file both the 2016 and 2018 forms together in 2016, with a letter of explanation. We have submitted a Form 2848 to the IRS and are awaiting a CAF number so that John may speak on the Association’s behalf.

Financial Reporting

With the transition to the .org Website, and the revision of our accounting methods, we are working on a standard of reporting for the Association and its events. At this point, some financial reports are on the .com Website until the entirety of the accounting history can be transferred to the new framework. Fiscal Year 2017 is posted on the .org Website, and FY 2018 financials are posted by quarter.

Is Midwest Burners legally authorized to do business in the states we host events in?

Revised for Clarity 12/17/18 John Hooker

Midwest Burners is a tax-exempt organization, recognized by the Federal Government. We do not pay taxes.

That’s the simple statement, and here are the simple qualifiers.

No state requires every entity to register to do business in it. Entities are incorporated in one state, and go by the laws of that state to do business. A state does require an entity to register to do business in that particular state, if certain business is being conducted. (initial wording)

(rewording) No state requires every entity doing business in its territory to incorporate in that state. Business entities are incorporated in one state, and operate under the laws of their state of incorporation. When corporations conduct business in a different state, they indeed do have to register to do business in regard to licenses, employment, and tax regulations of that state – they do not have to incorporate again, in other states in which they do business.

As Midwest Burners is a nonprofit…Under 509(a) (2) of the Internal Revenue code, we recognize the majority (all) of our revenue as contributions from those community members we serve.  We further have no employees, so we pay no payroll taxes; and when we purchase items for Burn events, we do not claim tax exempt status. We don’t file state taxes; we aren’t

registered in any state. The only time we would need to register, would be if we were to solicit donations from the public at large. Likely, in casual cases like that, we could just file a temporary tax form locally at the time of the event and be done with it.

End revision.

Midwest Burners is a tax-exempt organization, recognized by the Federal Government. We do not pay taxes.

That’s the simple statement, and here are the simple qualifiers.

No state requires every entity to register to do business in it. Entities are incorporated in one state, and go by the laws of that state to do business. A state does require an entity to register to do business in that particular state, if certain business is being conducted.

Under 509(a)(2) of the Internal Revenue code, we recognize the majority (all) of our revenue as contributions from those community members we serve.  We further have no employees, so we pay no payroll taxes; and when we purchase items for Burn events, we do not claim tax exempt status. We don’t file state taxes, we aren’t registered in any state. The only time we would need to register, would be if we were to solicit donations from the public at large. Likely, in casual cases like that, we could just file a temporary tax form locally at the time of the event and be done with it.

Is Midwest Burners Association set up in a way that leaves board members and their personal property particularly vulnerable if the Midwest Burner Association was mismanaged?

Midwest Burners carries Fidelity Insurance which protects against embezzlement. The Bylaws of the Association guaranteed Indemnification for directors and officers of the Association. As associations are included in the definition of corporation, we find we are covered in that regard. In the November meeting, Dr. Brace was appointed to conduct a search for bids on Director’s and Officer’s insurance, and to begin discover on the costs and stipulations for a regional insurance plan.

7.25.3.12.1.2 (02-23-1999) Corporations

6. Indemnification Directors, officers, employees, and agents may be indemnified by the corporation for expenses, judgments, fines, settlements, and attorneys fees if that person is a party to a lawsuit, other than a derivative suit, due to his or her position in the corporation and acted in good faith in the best interests of the corporation. The lawsuit may be threatened, pending, completed, civil, criminal, administrative or investigative. Indemnification is mandatory for all reasonable expenses if the person is successful in defending against a lawsuit. In defending a derivative action, the person may be indemnified for expenses only if he or she acted in good faith in the best interests of the corporation. The corporation may change these provisions in the Bylaws, and may purchase liability insurance that would cover matters not properly indemnified under the Corporate Code.

Midwest Burner Association ByLaws

XIII. IndemnificationThe Board Members shall be indemnified and held harmless for all liability they may incur as a result of

their involvement in the Board except for intentional tortuous or fraudulent conduct. Employees, agents, independent contractors or volunteers shall be indemnified and held harmless for any

liability they incur as a result of their involvement in the Association except for intentional tortuous or fraudulent conduct.

A Note from the Accountant

The Board has been discussing reorganization all year, and only this fall beginning to discuss and give it debate in the Community. It was just before Hearths O’Phyre that the Board brought this concept to the Community for consideration. After the two fall Burns we began planning for the reorganization discussion we wanted to do at Ignition. I have been working on finalizing a draft of the Fiscal Policy, and it wasn’t until I went through the budget cycle that I was prepared to submit a copy for final consideration. I submitted that policy at the November Board Meeting, along with the Budget, and an outline of a plan to review our current administration, so that when this discussion came up in January, I could answer, yes; we have everything solid and are prepared to discuss reorganization options.

And, yes, we are reviewing everything that I have noted in my write-up. We will be implementing the new Financial Policy over the course of the year. The new Budget will be voted on in January. I will be sending out Requests for Proposals to two Kansas accounting firms to do a qualified audit of the Association, and the Board passed the new Financial Policy second version draft in September which calls for an external audit periodically or whenever the accounting officer changes.

Regardless of any rhetoric or external distractions, this Board is, and furthers its intent on, improving the administrative practices of the Association. - John Hooker, Board Member

CHANGES TO THE BYLAWS

The following changes to the ByLaws were passed at the scheduled November 2018 Board Meeting, but DO NOT BECOME EFFECTIVE until they are published. The Board expects to have the most recent ByLaws published by 12/31.

Changes to Midwest Burners Association ByLaws

Passed unanimously by the Board, November , 2018

VIII Board Meetings

1. Board meetings shall be held at least quarterly. The Board will determine the nature of these meetings. Rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the association in all cases to which they are applicable and in which they are in inconsistent with these ByLaws and any special rules of order the association may concern.

Reason for Change:  While the Board has operated on and off informally, it felt that the with the nature of the discussions approaching (the reorganization and the disciplinary action, that it should formally conduct business under RRO. Prior to the vote to consider action on the suspended Board Members, the Board accepted this amendment unanimously.

IX. Board Voting

1. Voting requirements:

1. Four out of five seven Board members constitutes a quorum.

2. In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.

3. No Board member may send a proxy to make decisions in his or her place.

4. 2. Passage of a motion requires a general consensus of all five seven Board members or the consensus of a quorum if all five seven members are not available. Giving consent does not necessarily mean that the proposal being considered is one’s first choice. Group members can vote their consent to a proposal because they choose to cooperate with the direction of the group, rather than insist on their personal preference. Sometimes the vote on a proposal is framed, “Is this proposal something you can live with?” This relaxed threshold for a yes vote can achieve full consent. This full consent, however, does not mean that everyone is in full agreement.

5. 3. A consensus is a majority of the number attending the vote, not including abstained or recused votes. In the event that a consensus cannot be reached, and one or more Board members are in dissent even after prolonged debate, a member can call to motion a “rough consensus”, where the question of consensus is left to the judgment of the group Chair and recorded in the minutes as a rough consensus decision. The Chair may also decide no consensus has been reached and leave the matter undecided.

Reason for change: To correct the number of Board Members, and to reduce the verbiage of redundancy in this section; and to re-number the section. There is no change to the voting policy by striking the above.

Changing the number of members does not affect the number of members required to constitute a quorum. General consensus votes are approved by a vote of the majority of votes present at the time of vote. We do not take votes by proxy. Therefore, if there are five board members who attend the vote, the majority is three. To add to this, abstentions effectively remove that vote from the sum of voters and figure the majority on the remaining yea/nay Talley.  

Roberts Rules of Order

Article X. Miscellaneous

64. A Quorum of an assembly is such a number as must be present in order that business can be legally transacted. The quorum refers to the number present, not to the number voting. The quorum of a mass meeting is the number present at the time, as they constitute the membership at that time. The quorum of a body of delegates, unless the by-laws provide for a smaller quorum, is a majority of the number enrolled as attending the convention, not those appointed. The quorum of any other deliberative assembly with an enrolled membership (unless the by-laws provide for a smaller quorum) is a majority of all the members. In the case, however, of a society, like many religious ones, where there are no annual dues, and where membership is for life (unless it is transferred or the names are struck from the roll by a vote of the society) the register of members is not reliable as a list of the bona fide members of the society, and in many such societies it would be impossible to have present at a business meeting a majority of those enrolled as members. Where such societies have no by-law establishing a quorum, the quorum consists of those who attend the meeting, provided it is either a stated meeting or one that has been properly called.

Are there things we can do to make things even better? Yes! And that is what we’ve been working on.

Does the board have a code of conduct for MWB representatives (leads, ECs, board members)? Nothing specific is written on these leadership roles other than the one code of conduct for all MWB community members.  The board has received a suggested Code of Conduct for Leadership adopted from Nowhere Burn. We plan to review and vote on adopting in the next meeting.  

What is the board policy on the use of slurs and also physical violence by its representatives? From our Code of Conduct published on the website:“Unacceptable behavior includes but is not limited to:

Predatory behavior, defined as any unwanted and nonconsensual form of the following: intimidation, harassment, stalking, verbal or physical abuse, violence against people or other’s property.

Non-consensual physical contact, including unwelcome sexual interaction. Abuse or neglect of Midwest Burner or event location property, physical or otherwise,

such as vandalism, theft of event property, abusing the ticketing process, or impersonating a lead or event organizers.

Disrespecting the community surrounding the event such as dumping trash in local dumpsters, trespassing, or repeated violations of the event’s sound ordinance.

Wanton, flagrant, or repeated disregard for one’s own safety or well-being in a manner that demands the intervention of other participants, community members, volunteers or outside agencies, such as intervention by local law enforcement or fire department staff.

Repeated or egregious violations of any and all policies put in effect by event organizers.Consequences of unacceptable behavior:Unacceptable behavior will not be tolerated.  This includes expressions of this behavior at the event as well as pre- or post-event via phone, social media, or face to face communication.Anyone asked to stop unacceptable behavior is expected to comply immediately.If a participant engages in unacceptable behaviors, the event organizers may take any action they deem appropriate to ensure the safety of the event and its participants.  This action may include expulsion from the event without refund, revoking tickets, or removing a volunteer from their shift.”

Additional comments:While the board asserts they have done their due diligence in documenting these events we want to follow up on a few accusatory statements circulating out there.

MWB files security:  No board member has deleted files that there were not duplicate copies of. Files have also not been modified nor has any cover up occurred. There are six board members and each member is able to see all documents in the drive. There are no files missing. If something is deleted, it is because there is another copy and the deletion occurs only to avoid having more than one copy so board members all work off the same document.  Files may also be moved from board member’s drive into team drives for ease of information finding. Highlights can show up as edits but in no way has anything been tampered with.

Alleged “secret” meetings: The board had a emergency meeting October 22nd, 2018 and minutes were were not published in an effort to protect the accused and accuser and the investigation.  Intent was always to post these minutes on the website after the issue was resolved (investigation and resolution actions complete). The minutes are posted in

the document here (page 3) for full transparency.  These will be on the website as well under minutes.

Conflict of Interest: MWB president recused herself very early on in the process to remove her input from the decision making of the allegations.  The president will continue to recuse herself from any voting surrounding the incident and board action regarding it and individuals involved.

Moving forward:The Board supports the PO resuming investigating the incident. Send all information and questions pertaining to that incident to MWBprinciplesoffice@gmail.com. The Board will be open to hearing the PO findings and recommendations without bias. Your MWB Board members take their role very seriously and want to do what is best for the organization and the community it serves.  We have made every effort to be transparent and thoughtful in our responses. This Board is comprised of people you know and have entrusted. We hope that you are able to continue to trust us and know that we value this community and are learning from this greatly. The evolution of the board is not without growing pains. Each and every situation discussed here we feel we can learn and grow from. That is what we hope to do if you will allow us.