June 2025 Meeting Minutes

Minutes of CMSA Board of Directors Meeting

June 18, 2025 7:00 PM    

Attendees

  • Kevin Dietz 
  • Ben Sauceda
  • Bill Barrett
  • Koplan Nwabouko
  • Ladimir Geake
  • Geoff Robinson
  • Ed Hayes
  • Matt Switzer 

Minutes

  1. Koplan called the meeting to order at 7:06.
  2. There was a discussion on continuing Chris’s investigation into the options for making mental health resources available to members.  Chris will send a report to Koplan.  Ed noted that a page with mental health resources has been added to the website.    
  3. Bears sponsorship – Pride Parade.  Chris reported that the shirts the Bears propose to use in the Pride Parade were not satisfactory to CMSA.  It was resolved that we would have our own shirts made for CMSA representatives marching in the parade and that, for future years, we would remind the Bears of the need to get our early input on shirt design. 
  4. Treasurer’s Report.  Kevin reported on an influx of hardship fund donations.  The Treasurer’s Report was approved.  
  5. Secretary’s Report 
    1. Bill presented the minutes of the May board meeting, which were approved. 
    2. Bill reported on the upcoming board election.  There have been seven nominees, but two have declined and two have not yet responded to a request to accept the nomination. 
    3. Bill presented the proposed Bylaw changes (see attached for full text and rationale), which were approved and which are to be presented to the full membership for ratification.  
  6. Vice President of Athletics Report 
    1. Status of leagues
      1. Ed reported on the outcome of the election for Commissioner of Womens+ Volleyball
      2. Matt reported that he will arrange for a Commissioners meeting in July. 
    2. The board opened a discussion on whether to allow unregistered players to participate in non-official games (such as scrimmages) on inactive CMSA space.  It was the consensus that no person not a member of CMSA should be allowed to use its space or facilities, even if otherwise inactive.  Bill will review the existing   language in Bylaws and Commissioners’ Corner to make sure that this point is covered.   
  7. Vice President of Operations Report 
    1. Social media – Ed reported that we do not have ultimate control over our Facebook accounts.  This issue will be referred to the next board.    
    2. Affiliations with non-core sports/events – This issue will be referred to the next board.  
  8. Events Committee Report.  Ed reported that we were slightly over budget in the recent social event.  It was agreed that planning for future events should be based on actual attendance of about 400 people.
  9. Marketing Committee Report.  Lad presented the two shirt designs that received the most votes.  The board will select one by email vote to be completed by June 19, 2025. 
  10. Payments to Commissioners.  Bill presented proposed guidelines for compensation of commissioners and others who do work for the league.  Bill observed that his proposed guidelines essentially follow existing practice.  Ed suggested including a stipend for commissioners in lieu of paying them for specific day-of-game work.  The matter was referred to the next board.  
  11. Sponsorships/ Team fees.  Bill raised whether the resolution adopted in 2023, which did away with team fees association wide, should be reconsidered to allow more flexibility.  Kevin said that he did not believe that team fees were necessary to facilitate payments by team sponsors and that allowing different leagues to have different fee structures would make the job of the Treasurer more difficult.  It was the consensus not to change the existing policy. 
  12. BSA/CoH – There was a lengthy discussion in which all attendees participated concerning a study of league naming conventions.  Koplan’s motion, to have Ed research what similar organizations do, was approved.  Ed will try to report back at the next meeting. For now, consideration of the BSA/COH proposal was tabled.   
  13. Conduct Committee.  There have been no new Conduct complaints.  
  14. The next meeting was tentatively set for July 24.   

Bylaw Amendments

 

Changes to CMSA Bylaws Approved on June 17, 2025

 

Replace III.B:

  1. ELECTIONS All Corporate Officers shall be elected each year by majority vote (50% + 1) of the CMSA Membership, in the month of July.

With:

  1. ELECTIONS Corporate Officers shall be appointed each July, following the election, by the Elected Members of the Board.

Rationale:  This brings the language of the Bylaws in line with actual practice.

Replace this language:

LITIGATION Each Committee or Commissioner has the complete and total responsibility of holding the Corporation harmless from any legal liabilities or obligatory binds incurred because of the operations of that Athletic Division for which it is in charge. Moreover, each Committee must assume, as a condition of its operation within the Corporation, full and unquestioned responsibility for any legal expense liabilities or penalties resulting from its actions. The Board may purchase liability insurance for its Directors, Officers, Commissioners, or Committees. 

With this language:

 

Indemnification.  Effective August 21, 2025, the Corporation shall indemnify and hold harmless the Directors, Officers, Commissioners, members of Committees, and team captains (each of the foregoing, an “Indemnitee”) from any loss, liability, or expense incurred in defending any actual or threatened action of any sort that results from or relates to the Indemnitee’s office or role in the Corporation or in any of the leagues it sponsors, provided that there shall be no indemnification (i) for losses and expenses arising from any wrongful or grossly negligent conduct of the Indemnitee or (ii) if the Indemnitee fails to give the Corporation prompt notice of the action brought or threatened against the Indemnitee, or fails to reasonably cooperate with the Corporation, its insurer, its counsel, or any counsel furnished to the Indemnitee.   

 

Rationale:  The current language places indemnification obligations on uninsured volunteers who perform the Corporation’s work rather than on the Corporation.  As outside counsel confirmed, this is a very unusual provision and may be a mistake.  Indemnification always runs in favor of the directors, officers, and other agents of an organization, not against them.  The proposed new language brings the Bylaw in line with standard practice in the for-profit and not-for-profit world.  

 

Proposed Guidelines for Compensation to Commissioners and other CMSA and league board members

  1.     No member of the CMSA board, or of a Committee created by the CMSA board shall, on account of such position, receive compensation from CMSA.
  2.     No commissioner or co-commissioner of a league, and no member of a league board, shall receive compensation for such position, except that any person may be paid for actual time worked on the day of games in setting up, taking down, and overseeing games.  If a league leader (e.g., commissioner or co-commissioner) is to be paid for such work, the rate of pay shall not exceed the amount paid to any other member of the league for the same work.
  3.     Nothing herein restricts any person from receiving reimbursement for (i) expenses that person incurred on behalf of the league provided that the type of expense was included in the league’s budget or (ii) de minimis personal expenses that person incurred in connection with the league, such as parking.
  4.     The President or Treasurer may approve any exception to this policy of less than $100.  The CMSA board must approve any exception to this policy in excess of $100.  

 

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