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September 6, 2006 Minutes of the Special Meeting

ANN ARBOR DISTRICT LIBRARY BOARD
MINUTES OF THE SPECIAL MEETING
WEDNESDAY, SEPTEMBER 6, 2006

07-020 I. CALL TO ORDER

President Leary called the meeting to order at 6:40 p.m.

07-021 II. ATTENDANCE

Present: Cahill, Greene, Head, Leary, Murphy, Barney Newman, Surovell
Staff: Parker

07-022 III. APPROVAL OF AGENDA

07-023 IV. NEW BUSINESS

07-024 A. DISCUSSION ON THE LEGAL RELATIONSHIP BETWEEN AADL AND THE FRIENDS’ OF AADL

President Leary introduced the purpose of the meeting: To discuss the legal relationship between the AADL and Friends of AADL, and outlined how the meeting would proceed. Director Parker will present a report and background information to explain the documents before the Board concerning recent developments leading to the refund by the Friends of AADL of a 10K donation made to the Friends of AADL and to the disclosure that the Friends of AADL’s non-profit status has been dissolved by the State of Michigan since October 2003. Director Parker will explain her recommendations following her report. No resolution for action has been presented, but the Board can, in the course of the meeting, determine that a resolution is required.

Director Parker outlined the events that led to the Friends of AADL refunding a 10K donation to Kirk Allshouse on September 1, 2006 including communications with the Friends’ President William Finch and other Friends’ Board members. The Friends of AADL deposited a check from Mr. Allshouse in January 2006 and as of September 1, 2006 had not properly acknowledged the donation. Mr. Allshouse was clear in his communications to Director Parker that he held the AADL responsible for resolving the problem and insisted that he would hold the AADL legally accountable if the refund was not made and if the Friends of AADL were not held accountable for their actions and reforms instituted. Director Parker contacted the library’s attorney to determine the legal relationship between the two institutions. While we are not legally connected and our funds are not commingled, we do share a close tie. AADL attorneys notified Director Parker on Tuesday, September 5, 2006 that the Friends of AADL had not filed required annual reports with the State of Michigan since 2000, and had been dissolved as a non-profit in October of 2003. While the AADL Board does not have the ability to deny the Friends of AADL its existence, it does have the ability to make certain stipulations as to how Friends of AADL business is conducted in and on AADL property and whether or not Friends of AADL conducts business on library property.

Director Parker explained the contents of ten documents presented to the Board and outlined her recommendations.

Board Discussion:

The Friends of AADL have a long history in the community that is positive and respected and has been in existence since 1953. However, the relationship between the AADL and the Friends of AADL is at a crossroads. It is not possible for the Library to be generous knowing what we know of their circumstances. There needs to be a high degree of cooperation between the two organizations as this situation is resolved. As a public institution, AADL must require the Friends of AADL to conduct business in a manner that is responsible and accountable. The Friends of AADL has the responsibility to determine future actions for its organization and those actions will necessarily dictate certain choices to be made by AADL.

The Library Board accepted the recommendations provided by Director Parker in concept and charged Director Parker with communicating the Board’s position with the Friends of AADL. Director Parker was asked if she felt comfortable proceeding without a resolution. She agreed, after President Leary clarified and summarized the comments from Trustees, that she could proceed with confidence. In addition to the recommendations outlined by Director Parker, the Board determined that bookshop sales cannot be conducted until the Friends of AADL Board authorizes and receives completed audits of financials to a degree that is satisfactory to the AADL Board and to the public and until Friends of AADL is reinstated by the State of Michigan as a non-profit. In addition, discussions between Director Parker and Friends of AADL should also include a reconsideration of the space allocated to the Friends of Ann Arbor District Library. Because the situation is developing and all facts are not known, the Board declined to form a resolution stating what actions should be taken, but indicated that if a resolution is necessary, Director Parker should bring it forward at a future Board meeting.

07-025 V. ADJOURNMENT

Meeting adjourned at 7:35 p.m..