Update on the American Association of Woodturners situation

Dear AAW member,

Since June 21, when the AAW Board of Directors asked Mary to either resign or be fired, many of you have contacted Board members to offer your support. Others have offered their criticism. Whether offering support or criticism, almost all have asked for more information. We are writing to answer many of the questions members have been asking. In particular, we will try to update you on the status of negotiations between Mary and the AAW that have taken place to date.

Before we answer those questions, allow us to tell you how much each of us on the Board respect and admire Mary’s long history of service to the AAW. Most of the Board considered Mary a personal friend and would like to be able to continue that association. Our decision to seek a new Executive Director was based on two factors, our analysis and opinions regarding Mary’s performance, and questions which we had as to whether she was equipped to lead the AAW into the future. After careful consideration, we determined she was ill equipped for the role of Executive Director.

Status of Negotiations

The Board of the AAW has made three offers to Mary Lacer to settle all outstanding issues between the two parties. We have been negotiating on and off for three weeks. Mary Lacer has turned down all three offers. The Board's final offer to Mary Lacer contained the following items:

• The AAW would pay Mary Lacer 6 months’ salary and medical benefits as severance.
• During that six months we would ask Mary Lacer to act as Special Consultant to the new Executive Director to help in the transition.
• Pay the AAW's share of her retirement costs for 2010.
• We agreed to remove the language from the earlier offer preventing Mary from future AAW employment and serving as an AAW Board Director.
• We offered to consider paying her reasonable attorney’s fees.
• We asked that Mary Lacer serve on the Symposium Planning Committee to help with the 2011 St. Paul symposium.
• We asked her to publicly call for an end to the proxy fight.
• We asked for a release from all future lawsuits against the AAW and Board.
• Once there was a deal, we would request the AAW Forum moderators remove all items from the forum and not allow new postings on this topic.
• We offered to work out a mutually agreeable public statement.

Once again, Mary Lacer turned down our offer. It was, and has been, the Board's desire to have a fair settlement with Mary Lacer and keep her involved in the future of the AAW. We regret we could not work out a settlement which both sides found agreeable and equitable.

Let us address some of your questions.

Why doesn’t the AAW stop its proxy drive?

The AAW did not start this proxy battle. It was started June 22^nd when Malcolm Tibbetts publicly called for like-minded members to “take back” the AAW. Since the AAW did not start the proxy drive, it cannot stop it, either. If the MAG continues its proxy drive, the AAW has no choice but to continue its proxy drive. The AAW Board is responsible for protecting the association and its members and believes that its actions to date have been consistent with that mission. The MAG wishes to take over the AAW by removing its duly elected Board. We do not believe the MAG represents the wishes of a majority of AAW membership. The only way the AAW can stop this from happening is to collect more proxy votes than the MAG, and outvote the MAG at the August 28th Special Meeting. If you agree that the duly elected Board of Directors has the responsibility to do what it thinks best for the future of AAW, please vote to support the AAW by clicking on http://www.supporttheaaw.com and voting. Please alert your fellow members to the threat.

Did the Board treat Mary disrespectfully in Hartford?

No. Malcolm Tibbetts has made it sound as though the Board treated Mary disrespectfully in Hartford. We did not. We tried to handle a very difficult situation as best we knew how. Please understand when reading Malcolm’s account of what transpired, we believe he is trying to inflame your passions. We further believe he is not giving a neutral, even-handed presentation of the facts. Instead, we believe he is acting as Mary’s advocate and is trying to persuade you to make a decision based on emotion rather than reason.

May we share just one example from his post to the AAW Forum on June 22^nd? Malcolm wrote: “The entire situation was one of the most mean-spirited, inhumane actions that I have ever witnessed.” No one yelled or shouted or even raised their voice at the meeting. No profanity was used. No insults were delivered. Instead, members of the Board had tears in their eyes. Our hearts went out to Mary and we felt badly for her. Was this one of the most mean-spirited and inhumane things Malcolm has ever witnessed? The Board doesn’t believe that and neither should you.

We did go with Mary to her hotel room. Mary had in her possession all of the financial records from the Hartford symposium, including bank records, information showing which demonstrators had and had not been paid, and a bank card for the AAW’s temporary account with Bank of America in Hartford. We had to retrieve this information to complete symposium business. Mary said the items we needed were in her hotel room. We asked Mary if we could accompany her to her hotel room to recover the items and she agreed. Two members of the Board, one male and one female, accompanied Mary to her room to recover the items. The only items retrieved were the envelope containing symposium financial records and the bank card. Nothing else was taken. No one forced Mary to do anything. Mary willingly agreed to the Board’s request.

Being fired is never easy. We hope none of you ever have to experience it. We also hope none of you ever needs to be on the other side of the table. Firing someone you consider a friend is heart wrenching. When you elected us, you charged us to look beyond personal friendships, if necessary. That is what we believe we did.

Did the Board “surprise” Mary?

Concerns about Mary’s performance were discussed with her in every face-to-face Board meeting for over a year. Individual Board members had worked with Mary on specific issues trying to help her improve her performance. In fact, concerns about Mary’s performance existed for years, as has been documented by a number of former Directors including several past-presidents. Mary’s performance issues were documented in her annual performance evaluation delivered in February 2010. (Yes, her overall rating was “satisfactory”. That does not mean the performance issues were not serious.) The Board’s decision to ask for her resignation should not have been a surprise. We believe the assertion this was “sprung on Mary” simply isn’t accurate.

Why don’t the meeting minutes show concerns about Mary’s performance?

Discussions regarding personnel matters are never held in open session. They are discussed only in Executive Session or Executive Council session. The proceedings of Executive Sessions are not recorded in the minutes. However, if motions are made in Executive Session, the disposition of the motions is recorded in the minutes. AAW minutes follow this convention. For more information, see Robert’s Rules of Order.

Was Mary guilty of financial wrongdoing?

No. There is no implication of, and we did not accuse her of, financial wrongdoing. In our opinion, Mary simply was unable to keep the AAW’s financial affairs in order, and she could not provide the Board with reliable financial information. Why is this important? The Board of Directors is responsible for the financial oversight of the AAW. If the Board is misinformed about current financial conditions, the Board is unable to make informed decisions. This is not acceptable. Providing accurate, reliable financial information is a fundamental job of the Executive Director. We believe it was something Mary could not do.

Did Mary violate AAW Bylaws?

Yes, we believe Mary violated the Bylaws. Mary signed a contract for the 2012 AAW symposium in San Jose without approval. This is a violation of AAW Bylaw 6.05 which assigns the responsibility to sign contracts to the President and Board of Directors unless the President or the Board expressly delegates the responsibility to someone else, such as the Executive Director. Neither the President nor the Board expressly delegated authority to sign the San Jose contract, yet Mary signed the contract without informing the Board she had done so, and we believe she repeatedly misrepresented the terms of the contract to the Board.

Should the Board of Directors resign?

No. The Board of Directors’ duty is to protect the interests of the AAW and its members. The Board had no choice but to request Mary’s resignation. Too many things were going wrong, and the well being of the AAW was threatened. Could the Board have done things differently? Yes. The Board is made up of people, and people are fallible. Clearly there was a problem within the Board of Directors if members of the Board felt they had to confer separately in order to plan a transition to a new Executive Director. There had been repeated attempts to discuss concerns regarding the Executive Director’s performance at every face-to-face board meeting for over a year. Yet two members of the Board had so vociferously opposed even the raising of these concerns that the issues could not be fully aired. A majority of the Board has been accused by many of not being “open” with the rest of the Board. There is some truth in this accusation. There is also truth in the claim made by the majority of the Board – they did not know any other way of fulfilling their fiduciary duty to consider Mary’s performance because the other two Board members failed in their duty to permit others to have an “open” discussion about her performance.

Most well-functioning Boards of Directors have frequent and informal conferences amongst board members. The work of the Board cannot be done in an efficient manner without such communication. Indeed, this is the case and always has been with the AAW Board. The Board meets face-to-face only three times per year. Without frequent informal conferences amongst Board members, we would never get anything done. Conferences amongst Board members do not violate AAW Bylaws or Minnesota statutes governing non-profit associations. The charge that the Board acted illegally simply does not have merit. The Board will not and should not resign. It carried out its responsibilities to the best of its ability. It did what it believed it had to do.

Should the Bylaws be changed?

Yes. The AAW bylaws, together with the AAW Policies and Procedures, have evolved over the past 25 years, and are not in complete compliance with Minnesota statutes governing non-profits, comprise nearly 100 type-written pages which are not cross-referenced or indexed, contain many inconsistencies and loopholes, and need to be revised and rewritten. The Board has had an update of the bylaws on its to-do list for years. Several past Boards have made abortive attempts to rewrite the bylaws. It’s a massive task and none of the past Boards had the time or the energy for the job. Frankly, without the present controversy, we doubt any of us would have realized that the job of updating the bylaws cannot be put off any longer. The AAW will establish a Bylaws Committee with representation from all AAW members. The Committee will update the Bylaws and Policies and Procedures so that they are in complete compliance with Minnesota statutes. The updated bylaws will then be submitted to the membership for approval.

In Closing

Again, we sincerely thank all of you who have taken the time to write or call with questions, suggestions, encouragement, and criticism. We have felt your passion for the AAW. We share it and it makes us optimistic for the future of our association.

Very truly yours,

AAW Board of Directors

Tom Wirsing, President

Cassandra Speier, Vice President

Jean LeGwin, Secretary

Warren Carpenter, Treasurer

Binh Pho

Dale Larson

J. Paul Fennell

Kurt Hertzog

Malcolm Zander