Madrid Cultural Projects Meeting

June 1, 2015
The Madrid Cultural Projects (MCP) is a 501 (c) (3) organization, with a mission to preserve
and protect Madrids historical structures and foster cultural projects. We support and promote
community, provide for the arts, recreation and education, encourage youth projects and
enhance the sustainability and economic viability of our historic town.
The meeting, held at the shade structure in the Madrid ballpark, was called to order at 6:11 P.M.
by president Amanda Bramble.
Officers, board of directors and members attending: Amanda Bramble, Clinton Anderson, Alyson
Gilman, Stella Linder Byrne, Diana Johnson, Eirik Johnson, Glen Neff, Eliane Alegre, Sabine
Hirsch, Bruce McIntosh, Rebecca Nafey
Minutes: Clint read the minutes of the April meeting. Stella moved that the minutes of the May
meeting be accepted as published. Alyson seconded. The motion carried without opposition.
Announcements
Alyson announced the following:

the Madrid Challenge softball tournament being organized by the Resources Committee
now has five sponsors: Lisa Conley, the Java Junction, the Mine Shaft Tavern, the Santa
Fe Softball Association, and Image Ratio. Four teams are confirmed. Concessions will be
provided by Resources and the Madrid Superstars.

Henry and Alyson are applying for a $100,000 small-business grant with an emphasis on
a local food system.

We need someone to write up cards features of the ballpark.

The MCP website is in the process of being converted to a new platform (Weebly).
Volunteers to maintain it are needed. There will be a meeting at the end of June to train
them.

Amanda announced the following:

The community garden is all planted and doing well: Waste integration from the Love as
Revolution festival is planned.

The Madrid and Cerrillos Studio Tour contract does include a hold-harmless clause in
favor of the MCP. Accordingly, the studio-tour item on the agenda is being removed as
moot

-2MCP Meeting Minutes June 1, 2015

Diana Johnson announced that her gallery will be having a reception (Color and Light)
Saturday, June 6 from 3:00 to 5:00 P.M.
Treasurers Report:
Alyson distributed and discussed the Treasurers Report. Our total funds on hand as of the last
statement were $17,613.Gwendolyn has resigned as bookkeeper; Nancy @Java Junction is a
candidate for a new bookkeeper. Alyson distributed copies of the report, Stella moved to approve
the report. Bruce seconded. The motion carried without opposition.
Proposals for Voting or Action
Voting for New Treasurer:
Stella explained the circumstances: the officers voted to accept Alyson as the MCPs treasurer
under the old by-laws. However, the new by-laws adopted in 2011 require a vote of the
membership. Accordingly, Stella moved to accept Alyson as treasurer. Bruce seconded. The
motion carried without opposition.
Support and Brainstorming Sessions:
Revision of MCP Practices:
Nominations should occur this coming month for extra directors.
The original by-laws of the MCP were boilerplate.
The current directors do have a few potential nominees in mind.
There was a question whether having current directors elect new ones would centralize too much
power in the Board of Directors.
Eirik Johnson stated, What is best for corporations is what is worst for Madrid and said he
believes the MCP isnt a corporation and isnt trying to grow.
Alyson said that she has been the treasurer of, or a volunteer for, other non-profit organizations
and that incorporation was the key to funding. People who give money consider a corporation
valid. We have been applying for significant grants and not receiving them perhaps because of
holes in our procedure.
Clint said that he is willing to accept the legal duties that come with involvement with a
corporation.
Stella said that the changes proposed are to keep the corporation separate and beef up its
operations without completely abandoning the MCPs less formal side.
Sabine inquired what the board members terms were and was advised that it is one year.

-3MCP Meeting Minutes June 1, 2015

Mike Wright said that change was inevitable, that the MCP is wise to go forward with changes,
and that 5-7 directors was a good number.
Diana Johnson said that if wide communication occurs before the vote, then votes of the board of
directors are OK.
Bruce McIntosh believes that all directors should be voted in by the membership and asked
whether two meetings per month were necessary or whether one meeting could suffice for both
purposes.
Rebecca agreed and suggested that a board meeting immediately follow a general meeting;
additional board members should be voted in by consistent membership. She thinks it is OK to
bring in new directors for the remainder of the year.
Alyson noted that the officers had already discussed the possibility of having a board meeting
follow a general meeting.
Eirik agreed with Bruce and Rebecca that we dont need a re-election and suggested that neither
the membership nor the board act alone; talking is important whoever votes. He suggested that
board members have long terms but be subject to removal or replacement at any meeting.
Amanda said that there was some agreement here and that the general membership is part of
the MCPs checks and balances. We need clarification about the relationship between the board
and the committees; the committees need to responsible to somebody. Board members could be
designated as liaisons to committees. We need budgets, both for grants and for responsible
money management.
Glen Neff believes we already discuss matters pretty well.
Eirik moved that we appoint a committee to develop a new draft of the by-laws and have Alyson
be on the committee if she is willing, to report back next month. {No second.} Rebecca felt that
this motion was premature. Alyson suggested that we develop a list of questions to answer.
Diana said that the board of directors and committees need to be integrated.
Bruce agrees with having a director on each committee or as a liaison to with each committee.
Rebecca suggested that a director need not necessarily be on committee but a liaison to a
committee. Action by committee should be reported at least monthly.
Eirik thinks committees should have elective backing from general membership and that
committees need to have more independence; power should flow up.
Bruce asked whether the board would be fixed at a reasonable size or whether each committee
would have a board member on it.

-4MCP Meeting Minutes June 1, 2015

Alyson approves of the idea that neither membership nor board of directors should be able to act
independently; the two should serve as internal controls for each other as so-called in the
world of big money.
Stella suggested that the board members are delegated the task of keeping the organization
shipshape. She noted that there are not that many people beyond those attending this meeting that
are on committees.
QUESTIONS
What are the duties of board members?
What is the procedure for resolution if the board of directors ever votes contrary to the
membership>??
How do we set our annual budget?
What is the role of the committees? Should board members be committee chairs or liaisons?
Is the Board of Directors elected by the membership?
Can general meetings and board meetings be the same or held at the same time or consecutively?
What are the directors duties?
What do we do when the Board of Directors conflicts with the membership?
What is a good size for the Board of Directors? How should be directors be nominated?
How can decision-making be made with the good of the entire community as the goal?
What are the roles of the committees?
Mike Wright said that the county views us as serious since we built the ballpark fence.
Glen suggested an e-mail asking who would be interested in being on the board; Alyson
suggested that we describe the situation that we are re-defining the MCP.
Stella said that asking for nominees before we define the board duties is premature.
Amanda asked whether we can offer benefits or fun for the board members to help bring them in.
As of 2007, new by-laws no longer have to be filed with the government.
Alyson hopes to train Nancy Duncan (of the Java Junction), starting after the tournament, to have
her on board July 1.
Review of Action Items:
Alyson will outline the questions and send them out to us and also to Robyn (CPA) and Dale
McDonnell (lawyer). She will try to consolidate the list into seven questions.
Bruce will set up an ad hoc e-mail group for further discussion. If anyone else wants to be
involved, they can contact a current officer or committee member.
Next Meeting: July 6 at Glen and Elianes
Meeting adjourned at 7:36 P.M.