Begin forwarded message:


From: Rima Semaan <rimsemaan@gmail.com>
Subject: Re: Our conversation of yesterday
Date: March 26, 2017 at 3:26:54 PM EDT
To: Mary Blair <mary.blair7@gmail.com>
Dear Mary,
Let me start by saying that we were very disappointed to see only one board member at our community meeting of yesterday.
In answer to your email and because information we have exchanged is public and not confidential, I am copying all board members including my email to you dated 3/24 and your reply to me dated 3/24.
My ad hoc committee members and I are extremely disappointed at your reply and question your actions with respect to the way forward.
BCW is in a situation of extreme emergency that calls for extreme and extraordinary measures from the board to stop the bleeding and save BCW.
Rather than considering our proposal in moving forward, you took it upon yourself to speak for BCW without forwarding it to the Board for consideration.
As acting ED, do you have the authority to oppose our proposal? Do you have the authority to speak on behalf of the board without their consultation?
Your arguments and lack of consultation of other board members unfortunately continue to damage, impede or delay possible solutions that we can bring to the crisis.
Moreover, you dwell on procedural and other bureaucratic impediments as a reason not to consider our proposal. By acting this way, you make it impossible for our donors to contribute immediately.
The board cannot simply add a prescribed number of members from an outside group in a hurry.
We are in a crisis, and you still want to carry on business as usual. You even said over the phone that you had to wait until the next board meeting in April to discuss our offers.
Pursuant to the bylaws,  call an emergency special meeting of the board now, put our proposal forward,  and give it a chance to happen.
We are looking at specific skills
We gave you names of individuals with a variety of skills. Some of their credentials speak for themselves. What other skills are you looking for that we have not addressed?
Use the bylaws provisions to expedite the process so they can join the board and help BCW.
We do not have a central message/story to present together
We want to save BCW as a viable institution, some of your group want to save a building.
You want to know our vision for the future. Our vision remains that of protecting the core values and mission of BCW, as a community arts institution with a history of 35 years in the community.
We say: nowhere have we heard your vision of the future of BCW, neither have you explained it to the BCW community members, students, teachers, resident artists, donors, supporters, AND THE CITY OF BALTIMORE, nor have you detailed the benefits from a move, the estimated costs thereof, how you intend to manage the interim situation, detailed long term plans for a viable BCW away from Mt Washington.
In the absence of a convincing message from the Board, how do you expect the community to go along with your decisions when they were made under pressure, and not pursuant to long term planning.
Bylaws do not require 2/3 votes. Why would we surrender our responsibilities and procedures.
Organize an emergency board meeting, put these “procedural” stumbling blocks aside, use all provisions of the bylaws that allow you to act quickly in order to deal with what is most important. Failing to do this would be surrendering your responsibilities.
Kathy Holt is Irv Walker’s contact and agenda would be up to her. She is out of town.
Are you truly not talking to Kathy? Is she not in charge of solving this crisis?  is she not reading email and weighing in on the decisions that need to be addressed immediately? Has she not asked for an emergency board meeting? Where is the president?
Most of these proposals should be addressed to the Board, not me as interim ED
Do you mean you have not forwarded our proposal to the Board members? Apparently not as Susan Vernon did not know much about it at our community meeting yesterday.
Seriousness with which we take proposals
I hope you miswrote. We are serious people and deserve the serious consideration of our proposals. In the light of the above, we feel you and the Board are not listening.
Best
Rima
On Mar 24, 2017, at 3:00 PM, Mary Blair <mary.blair7@gmail.com> wrote:


Dear Rima

Thank you for your proposal for moving forward.  In general we cannot agree in principle to these requests.  Let me be more detailed.
The board cannot simply add a prescribed number of board members from an outside group in a great hurry.  Each potential board member must submit a resume, must meet with other board members, must be vetted and submitted by the membership committee, and voted on by the whole board.  We are looking for specific skills, not necessarily a group representing a specific interest.  Please do not ask us to violate our structure for expanding our membership.  We have your list, we will take it seriously, one by one.
You can begin fund raising at any point.   Hand in hand is a more difficult proposition because we do not have a central message/story that we can present together.  We want to save Clayworks as a viable institution; some of your group only want to save a particular building.  If you want to use our 501(c)3 status, then we have to agree ahead of time to the specific use for the projected gifts.  A common message is an earned accomplishment.   Neither side can decree it in a few days.
Our by laws do not require a 2/3 vote.  You have asked if we abide by them.  This is not an appropriate request.  Why would we surrender our responsibilities and procedures.
It is not clear to me if Mr Walker is indeed in a position to want to help us. Kathy Holt is the single contact with him and this meeting and its agenda would be up to her. Kathy is out of town most of next week.
Most of these proposals are properly addressed to the board, not to me as Acting EC.  THere is no scheduled meeting in the next week.  But i know I have given you information that is in line with their authority and inclinations.  If you want to work with us, it would be helpful to offer terms that respect our responsibilities and the seriousness with which we take them.
Thank you again, Rima, for putting forward these ideas.
Mary Blair
Acting Executive Director
On Fri, Mar 24, 2017 at 1:26 PM, Rima Semaan <rimsemaan@gmail.com> wrote:

Dear Mary,

Further to our conversation of yesterday, let me state that we understand the financial pressures the Board is under and that, in the absence of any other resources the Board feels the only option is to sell Clayworks’ buildings.
We have given it long thought and our proposal is the following:
We understand your inability to remove the properties from listing. In order to work together we offer the following:
  1. The Board appoints seven new members to the Board immediately selecting from the people listed in the attachment, along with descriptions of their skills.
  2. New Board members will share in BCW’s fiduciary responsibility.
  3. The community campaign will immediately start fundraising on behalf of Baltimore Clayworks, hand in hand with you.
  4. Any sale offering will need to be reviewed by the Board and authorized by a 2/3-majority vote.
  5. A meeting will be scheduled ASAP with Irv Walker and Board/community members to make use of his expertise to lead Clayworks out of this financial crisis and into a viability planning process.
I truly hope you will approve this offer by tomorrow morning, and we will happily share the elements of this agreement with the community at the meeting so that we can speak in a unified voice starting tomorrow and commence fundraising.
In the absence of your agreement to our proposal,  we will nevertheless detail our proposal to the community and discuss with them what we have offered the Board.
The presence of two or three Board members at the March 25th community meeting will signify that we are working together and will strengthen community confidence and our efforts going forward. Susan Vernon has agreed to attend and we hope that she will be informed of the elements of this agreement.
We hope to have your “in principle” approval of this proposal soonest.
Best regards
Rima