SAMS ANNUAL MEETING JUNE 07. 2015
MINUTES
Dr. Pavlovic opened the 63rd congress at 4:45 pm, and has nominated Mr. Paul Vukanic
to be chairman of this congress and Vesna Noble nominated Sheryl Bury-Michals to be
Secretary and both accepted. There was a call nominations for 2 verifiers of the
minutes. Alexander Jocic and Goran Veselinovic both accepted the nomination. The
office of Vice-President needed to be filled, Ms. Noble nominated Ivan Sternic to be
Vice-President of the congress, so the meeting could now continue. The new officers
came forth and were introduced to each other.
Paul thanked everyone for their faith in him, and started the meeting, following the
agenda given to those in attendance. The reading and approval of the last year’s annual
meeting’s minutes were done. A suggestion from one of the attendants was made to
have the meeting in English for the sake of efficiency, however, there were a few that
wanted the meeting in Serbian. The minutes from the 2014 Congress was read in full by
Ms. Noble.
The reading and approval of the minutes were next. Ms. Noble read up to page 3 of the
minutes, and Paul at this point interrupted that page 3 of 22 of the minutes were just
read. Mr. Vukanic asked the attorney wanted to clarify whether every page of the
minutes had to be read to the membership, or can copies be made to the members and
they can write in if they have questions about it. The attorney said that there did need to
be 2 people elected to certify the minutes but as the bylaws were not specific as the
certifiers would take the place instead of the cumbersome task of the reading of the
minutes, but since it’s not clear in the bylaws one way or the other, our attorney said
that it would be in the spirit of the intent. Paul then made a motion to the assembly that
as long as we had the 2 verifiers’ signatures on file to accept the minutes as is and that
copies of those minutes in black and white could be made available to the membership.
There was a second, all the members voted in favor, none were opposed.
Ms. Noble wanted to have everyone sign the sign-in sheet as the roll call needed to be
done. Paul wanted to do the roll call while Ms. Noble passed out the sign-in sheet. Paul
called out the names for the roll call to see if we have a quorum. Attendees were
accounted for before the proxies were counted. All names were called. Paul marked 21
of 104 members in attendance. There was a question from the membership, that
according to the financial report, there were only 31 people that paid for membership,
was that for fiscal or calendar year. Ms. Noble confirmed that we are in a calendar year.
Paul asked where the document came from, the response was that it was from the
treasurer. It was also said that for 17 months only 31 people paid for membership.
Mr. Ivan Sternic the treasurer then stated that when he took over the position in
November of 2014, he was given 2 boxes, which contained only financial statements,
tax returns, etc. He had to go back to the bank statements to see what the income was
and what the expenses were. On the financial report, there was $133,994 that he didn’t
have the source for - it just said “customer deposit”; he did not know which amount
came from membership dues or other sources. The treasurer could only say what he
collected from last year to the present. Paul asked for the specific dates, the treasurer
said it was from November 2014 through June 1. The question came from the same
person in the membership that of 104 people that paid it is not shown in the financials.
Zika Pavlovic confirmed that it was documented ant that $3660 was gathered from
membership. Paul said it was hard to answer the question as there was $133,000 not
accounted for, and that the treasurer had taken over the position mid-term, so he was
only given the documents provided to him to work with. Some people clarified that the
membership dues were to be paid for prior to this congress. Paul said that invoices went
out in January. One person in the membership said that we do not have track of who
paid and who didn’t.
Ms. Noble said then that she had records from last year that Martina Bertsch gave her
for the previous congress and that it was available for viewing if one so chose. So there
was 44 members from last year. There was a big membership drive in November and
that we had 30 new members. Martina was treasurer then, and Ms. Noble reiterated
that Dr. Sternic did not receive the proper records of what the monies were for. Also on
the evening of the membership drive there were also several donations, there were 3
that gave $1000 donations. All those monies were in one “box”, but not which monies
came from which people. Dr. Sternic never got records from Martina of the financials,
and was told Martina had QuickBooks, but he never received them, so he had to form
another file and start from scratch, going back to the statements starting in 2014, prior
to him taking over the treasurer position in November 2014. He said it would take time,
and that it would require asking the bank. Dr. Ivan Sternic continued to say that Martina
sometimes paid the bank with a check, and sometimes with direct deposit. Since
Martina did not have names, Dr. Sternic did not know who those payments were issued
to, and specifically, he did not know where the money came from - an example was a
deposit in mid-year of $52,000 or $54,000 for which there was no source he could find,
but there was also a check of $52,500 in that same month paid to one of the creditors
on the previous bill.
A question from Vlado Petrovic was then about paid memberships from January to the
present, not what happened last year. Ms. Noble said that memberships run from
January to December. However, many people paid in October or November so they
could not prorate the membership costs, so thus those new members got 2 monts
membership gratis. Goran said that the calendar year is a guide for membership, then
the paid membership should be for one full year from the time the member has paid,
Ms. Noble continued that we do not have enough manpower to call everyone. So that if
they have to renew, we have to call in August, September, etc. and send reminders to
renew. A suggestion from Vera was that those who haven’t paid dues should do so
now, and not focus the meeting on the problem.
Attorney Mr. Jeff Kuta quoted section 3.1 of the bylaws there regular member are
entitled to vote can pay at the annual meeting prior to voting. If their dues are in arrears,
they can then pay at the annual meeting, which Vera clarified. There is a provision in
the bylaws that Vera said to Ms. Noble agreed with Mr. Bjelopetrovic’s point, and said
that on the November membership drive - Misko and Miskovic were there, they
collected 30 memberships. Martina was Treasurer then so no one knew how she
recorded that - was it for 15 memberships or what.
Vera Bjelopetrovic then clarified that if there were 30 members before the membership
drive, and that if there were 30 more in November it would be 60 members, thus there
would still be 40 members for which there is no traces of payment, which is important
for voting, in terms of submitting their proxies, if they are paid members or not. Paul said
we can determine from the proxies who paid, and they didn’t, we couldn’t log them in.
Ms. Noble said she has all the membership applications, and that those applications
were paid memberships, that she can make that available. Ms. Noble talked to Ivan
Sternic about the memberships and the fact the records were not kept, and asked how
they could help him sort this out, and he said it would take time as he has to go through
the bank and match every deposit, so it would be a bit of time. Ms. Noble asked the
membership then if there is anyone willing to help Ivan out with this task, Vera
volunteered to help Ivan out, but her concern was about membership for today’s
congress. Paul said that 21 paid, and that we can conduct an assembly with the 21
members that have paid that are here. Dr. Pavlovic asked Grada how many members
are involved, all of checks for members. From November to present memberships were
valid and deposited. Dr. Pavlovic continued that if a member paid in December he can’t
be expected to pay again in January.
Mr. Bjelopetrovic then challenged Dr. Pavlovic that 50% of the members did not pay
their membership, which is a problem. Dr. Pavlovic told Mr. Bjelopetrovic he was wrong.
Mr. Sternic then showed the deposits - he said we have an attorney here (though he is
also one, but not acting as one in this case). Ivan stated that if there is a challenge with
the number of valid members, there are 2 options - either to go with what we have, or
cancel the meeting until it can be shown we have the membership, there is no 3 rd
option. Jeff Kuta said it was an unusual situation that they bylaws did not make
provisions for. Mr. Kuta said we could use what we got, but understand that there is a
cloud over the fact that there are members whose proxies were not counted during the
meeting, that decision could be challenged later and that we could still have the
meeting, but subject to any overturn that may occur later.
A motion from Grada Vuckovic in the membership was made to consider only those
names who which we have a good record that they are valid members in good standing.
However, the member’s preferred option is to cancel the meeting and have Vera
Petrovic assisting with clearing the membership problem, to start with basics. Dr.
Pavlovic asks for how many proxies in the room - Vlado Bjelopetrovic had 9, Vera
Bjelopetrovic had 4. Ms. Noble counted the proxies she had on hand. Ms. Noble said
they have 50 proxies. Plus the 13 - 63 total. 21 in attendance make 84. 20 outstanding
members did not turn in proxies. Mr. Vukanic then goes back to the motion made by a
member of the membership that the proxies should be tied into the paid memberships
for 2015 standards. Ivan said they have to go name by name, but Ms. Noble said that
the applications had to have a check, they did not take an application for membership
without one, so that those memberships were paid and submitted. Paul said we have to
grab the applications of when the members paid, what date, and for what year. Paul
asked Mr. Vuckovic since he had made a motion how he thought the membership issue
should be handled, and Mr. Vuckovic suggested a spot-checking of the old-timers, that
he trusted the new members, but did the old-timers pay. Dr. Pavlovic agreed with Mr.
Vuckovic - this assembly was about trust and togetherness. His motion that everyone
who paid and deposited and to prove it, and to check with the bank - that there are
agendas that could be finished. He motioned to continue the meeting based on trust of
verifiers, the deposited checks, the proxies. Paul reiterated Zika's motion to proceed
with accepting all the proxies on hand, after the meeting the proxies will be verified for
paid membership, any discrepancies will be distributed to the membership. Mr.
Bjelopetrovic repeated about whether we go by a fiscal year or calendar. Ivan verified
membership was from January-present.
Clarification from Atty. Jeff Kuta - if there are multiple motions on the floor, then first
motion should be acted on first not simultaneously. Mr. Vukanic said there is the issue if
the proxies should be counted as votes or not. One of the motions was pulled out and
that person agreed with Dr. Pavlovic. Move was made to accept Mr. Pavlovic’s motion
to accept proxies and move forward with the meeting, the motion was seconded. Vote
was made - 19 for, 2 against, with Vera aiding Ivan with proxies of who paid and not
paid. One of the members wanted names read of all the proxies. The remaining proxies
got turned in. A question was made if verification was to be done today, Paul assured it
was not going to happen that day – Ms. Noble said everything can be checked after the
meeting. Ms. Noble called out names of proxies and Paul accounted for them on the
membership list. According to the records there were (109 members, and 56 proxies)
108 not 104 members, 63 were proxies, 21 in attendance. Vera didn’t want to turn in
proxies but to hold them for voting.
Agenda continued, with the President’s report. Ivan then said he could not stay too long,
so Mr. Vukanic decided to let Mr. Sternic do the Treasurer’s report first instead of the
President’s report.
Treasurer’s report:
Mr. Sternic went with his figures, as he did not have the original figures. He said
donations were in the amount of $7832.00; that did not mean that these donations were
all made from January 1- present. He did not know the origin of the checks, or of the
deposits, there were no copies of either, there were no notes, nothing to go on; if Ms.
Martina Bertsch had something in Quickbooks, Ivan did not have that information. Mr.
Vukanic said that the best Mr. Sternic was going to get was from the bank, was a copy
of the deposit ticket and the checks, with the data behind it. Mr. Sternic said he would
have to ask the bank to provide that, for which Mr. Vukanic said it would be a nightmare
for him. Ivan continued to say that in the meantime with the parking what he was open a
merchant account, gave all the tenants who are renting the parking spaces an option to
pay with a credit card and he also issued an electronic statement so they can pay
online. There are 2 tenants who gave authorization to automatically charge their card on
the 1st, so there is no need to worry about whether the payment came in or not. For all
other bills, are also on automatic payments, such as the mortgage, and monthly
payments are put on automatic payments so there is no hardship in doing the job and
there is no risk of being late on any payment. Sponsored events from January-present
was in the amount of $7459.00. Mr. Sternic said that there is a lot of money coming in
under unspecified income. There was an amount of $133,994 that came in. Good news
is that we’ve materialized the tax property refund, check received in the amount of
$35,273, there was a slight issue depositing the check, as the check was issued to
Serbian Club and not Serbian American Museum, it took 2 weeks to get it sorted as Mr.
Sternic had to show the bank documentation that it was in the same institution, but in
the end it was rectified and the funds are in the bank. Check was put in separate
account - so that there is no commingling of the funds with the working account - kept
as reserve as backup to not be withdrawn, into the checking every time we need $500
or $1000, as the funds would get exhausted very quickly. With regards to the
unspecified funds or revenue, Ivan said that they are not double figures, these are
separate figures from the separate associates. From January 1-May 31, we got
$208,094 in. Mr. Sternic continues to say that there is a new mortgage on the property,
all the previous private loans have been paid off, so that there are no private or inside
investors. We are not facing a 10% interest on the loan. The new bank is Grand Ridge
Bank, the loan amount is $375,000, and the monthly payment on the loan is $2556.00,
that mortgage is set on automatic withdrawal so that we are not late on payments. Mr.
Sternic shows that on the merchant account fee, as he opened a merchant account, the
museum accepts only credit cards including American Express, if you charge with your
card, the processing bank charges a fee: the fees reflected are those of only the parking
spaces. Ivan did not have data from the PayPal account, so those figures were not
included, but deposits were reflected in the income which included the Paypal deposits
and the $133,994 from Ms. Bertsch’s period. Mr. Sternic said that we encountered NSF
fees in the amount of $34, the business license including the late fee was $1490 (the
license expired in February of last year, but Mr. Sternic had no info since it was from
Ms. Bertsch’s period). There were fees for consultants which included the architect in
regards to building violations, for him to enter into that agreement and work on the
building violations. The legal fees are for those legal violations where we have an
attorney who represents the museum, who appears in those court hearing, was $125 –
Mr. Sternic was not sure if it was by the hour, the bills so far the bills total $850.
Maintenance bills are $13,849, that goes on the bar, the repair of the upper rooms, Ivan
said he could provide details if asked. Heat is approximately $300/month, Comcast is
approximately $126/month; Mr. Sternic has to go back the payment of $3314.00 reflects
from January 1-May 31. Ivan explained that when he took the Treasurer position, he got
a bunch of bills for overdue notices, and notices for disconnection of cable service,
water service, etc. He dealt with those late bills and made them current. ComEd bill was
$251/month - it may be the average, he thinks it could go higher - as he did not have the
previous bills, he has to see how high the bills could go - the figure of $251 was only
when Ivan was handling the bills. People’s Gas gave a notice for disconnection - bill
was $661. The water bill had a notice for disconnection – Mr. Sternic paid $959. He did
not know what Ms. Bertsch was paying and for how long, so he did not have that
information. Insurance for the board, the premium was $4548, liability insurance - $446,
advertising - $1360, and again, unspecified expenses of $106,603. A remark was made
that that amount was a lot to which Mr. Sternic agreed, he said it was almost a full year
of documents, he didn’t know what to say - he said to sue Ms. Bertsch in order to get
that. A point was raised if that amount had something to do with the line of credit on the
old loan, Mr. Sternic said it was possible. Before the meeting he went and checked the
statements with the copies of the checks and matched the payments with them up until
June of 2014. He mentioned that there was a check issued in the amount of $52,000
and a deposit of fifty-something thousand dollars he has to figure out where it is from.
He had copies of documents going back from 2013. He gave an example of a customer
deposit from October of 2014 for $750 (October 9) and $188 (also October 9), same
day customer deposit - $1015, same day customer deposit - $460, then a branch
deposit location of $500, then another branch location deposit of $100, which was all
just for October. He goes on to say Ms. Bertsch made checks - one to AT & T which
was traceable, another to Ms. Nada Petkovic for $362 but he didn’t know what it was
for. Dr. Pavlovic said it was for rent she paid for the students. Ivan continued to say that
Martina used some payees online, but used whatever was convenient for her, which
was not advisable to others. Ivan said the main goal is to organize the treasury
paperwork to be in on place - for example, any check that comes in, he scans on both
sides, and if possible, deposit it through the cell phone so he can keep the copy of the
original check. Any document or bill that comes he will scan it and connect it with
Quickbooks, with the categories for nonprofit organizations in that company file, so that
whoever takes it over will have no problems, as everything will be in that file documents, contracts, etc. The bank system is established as well. Ivan opened the
floor to questions. Mr. Petrovic made the comment that the books were in-house
accounting and that there is not a CPA, how would they file taxes, it would be a
mystery. It was mentioned that info was missing and a real accountant would be
needed. Ivan asked what the person referred to and the statement that was mentioned
he said that the last statement was not for tax purposes, but for that person’s purposes.
Ivan said that Quickbooks has the ability to send a copy of the program to the
accountant, so they don’t have to go through a box of bills. Ivan had to ask for a tax
extension for this reason - once he organizes things, he will give a copy of the program
to the accountant to use. A question was asked what outside CPA firm was used, and
another question was asked of where the accounting information was forwarded - Ivan
said he has not forwarded anything at this point. Paul replies that Ivan has not given
anything to the accountants yet. Paul goes on to say that CPA’s and accounting firms
cost big money. It was then said from someone in membership that there should be
some type of firm to do this, Paul asked if he would like to make a motion to approve an
accounting firm to do an audit. Paul says it’s a not-for-profit tax form, and that it’s not
complicated. Jeff Kuta at that point says that a certified audit of the organization’s
finances is not required by any lender unless they change their mind and not with this
type of a smaller loan. Nobody’s asking for it so Jeff then said it’s up to members if they
want to pay for such accounting by an outside firm. Dr. Pavlovic added that there is an
accountant (name?) who is an attorney and said he was very reasonable - he charged
$100/hour, most attorneys charge $350/hour - that attorney would like to help as we are
a non-profit, and that Mr. Petrovic’s point was well taken, Ms. Vera Petrovic then wanted
to clarify that based on the current circumstances, that there was not an auditing board
with this congress, that it was the position of the treasurer, for which Paul agreed. Paul
restates to Ms. Noble that the question was if Ivan had an auditing board when he
prepared his report. Ms. Noble said that Misha Tot and Alexander Jocic as the auditing
committee looked over everything in the financial statement and found it to be correct.
Someone from the membership mentioned that it was good that Ivan was using
Quickbooks. Paul said he did not know what was done in the past, but that Ivan was
very good as he is simplifying things. Ms. Petrovic mentioned that because there were
many cultural center activities (plays, concerts, private parties, etc.), they entered
everything themselves and forwarded it to Ellen Aiger (?), who is a CPA for non-profits
who sent everything to IRS and all we had to pay was the taxes, and that we did pay the
property taxes. It was mentioned by Mr. Petrovic in the membership that nobody could
find out details as there was a proprietary financial system that Martina was using. As
someone wanted what was said repeated, Ms. Noble said that Vladimir said that Ms.
Bertsch was using a system that was only known to her, plus that they never received
anything from her. Dr. Pavlovic said that at the last meeting they requested information
but it could not be retrieved. Mr. Sternic said he was told Ms. Bertsch was using
Quickbooks, he does not know where that program is, it was not in the computer in the
office, that anyone familiar with Quickbooks knows that you create a company file that is
transferable – Mr. Sternic would need the file, not the program. Vladimir repeated that it
was a proprietary system that Ms. Bertsch used, that he couldn’t figure it out, and that
he was complaining about it at the last congress. Ivan had to leave, so Mr. Vukanic
asked for any other questions. Mr. Bjelopetrovic said that they were not picking out
anybody, but that we have a president to look over such details, and that Dr. Pavlovic is
partly responsible too. Dr. Pavlovic thanked Mr. Bjelopetrovic, and goes on to say he is
a volunteer, that he tried to organize and put the museum together, that he is not a
manager or accountant like Mr. Bjelopetrovic, that he trusted the secretary and
treasurer that he elected as the board, but that everyone is welcome to put their input.
Dr. Pavlovic goes to give his President’s report - he appreciates input not just once a
year, but on a daily or monthly basis from the members, which would help him as
President. It was brought up by one of the members that Mr. Sternic’s report would be
nice to give out, Mr. Sternic stated that once it’s on Quickbooks, that it would be easy to
give out, that the current financial statement would be confusing - that member said it
wouldn’t be, but Paul disagreed. As Mr. Sternic had to leave, Mr. Vukanic asked the
membership to vote to approve the treasurer’s report, all were in favor, none were
opposed. Dr. Pavlovic then gave the President’s report.
President’s report
Dr. Pavlovic gave thanks to all who worked hard for the museum and this congress,
including Aleksandar Jocic, Ivan Sternic, Goran Veselinovic, Misha Tot and Goran
Milev. In terms of the congress, Dr. Pavlovic thanked Vesna Noble and Aleksandar
Jocic for putting it together, as he said that lots of things are done on a voluntary basis.
He emphasized the importance of a good attitude and working together to support a
good cause, that the reason everyone is here is to preserve the heritage, the
safekeeping and promotion of Serbian culture, that the building is a symbol of a unity of
people that are proud of their culture and tradition, and who are proud to be Serbs. The
founders and other philanthropists whose unselfish work and financial contributions
made it possible for us to inherit such a beautiful mansion that we can be proud of and
which we can use to further promote Serbian culture in America. This building is more
than bricks and mortar, which it should stand as a symbol for Serbian unity, which we
need to revive by placing community interest before our own working in unity and
harmony. In the last couple of years we faced many adversities including objective
promise as well as some of the people who wished the best, but actually did harm to us.
There was misunderstanding and communication which deflected to the new members
which Dr. Pavlovic said will not happen in the future. We need to work together for the
same goal. We are open to accept constructive plans, from any individual with positive
energy and enthusiasm who can rise above for the best interests of the museum, to
serve and not have personal gains. Once everyone accepts this, all differences in
opinion will disappear, to allow this attitude to be our guide. Progress and growth of this
organization is dependent on members, who actively participate in the museum
functions, and operations, to help on a continued basis, not just once a year at the anual
congress. In 2011 we had 6 paid members, last year it was 38, then 108, which mean
63 new members with great attitude who wish to get involved. We are hoping to have
200+ members soon. Despite the challenges, the biggest accomplishment from the
board was to free the building from the real estate taxes and to receive a tax refund of
$35,270.85. We were able to secure a conventional loan to pay off all the private
investors thus eliminating the high interest rate and instability of the loan. He reminds
everyone that we are all volunteers, putting in time and personal resources and finances
to keep the museum going. In the year ahead, we want to focus on a greater sense of
cultural visibility, more programming, more funding, and more members. He hopes that
everyone here has the same desire to see the organization grow and prosper. We are
all proud of our achievements. He encouraged everyone to step up and help in any way
that they can. Personally, he is happy to see so many of the younger generation join as
he says “united we win”. Živeli and God Bless.
Mr. Vukanic thanked Dr. Pavlovic and then went to the auditing committee to give their
report. Mr. Jocic said that he and Mr. Tot went through the books, and that everything
was ok. Paul asked for any discussions or questions on Dr. Pavlovic’s President’s
report. Ms. Bjelopetrovic congratulated Dr. Pavlovic on his report, that it was not an
easy thing to do. She said there was a comment that people only come to the congress
once a year and that some cannot come to make any suggestions or comment at all.
She suggested having a general meeting twice a year instead of once a year. She
made a motion which was seconded and everyone approved, so there will be general
meetings twice a year. Mr. Vukanic lauded Ms. Bjelopetrovic’s suggestion, saying it was
excellent. Paul then asked if everyone approved the President’s report, all approved,
none opposed. He then asked if everyone approved the auditing report, all approved,
none opposed. Dr. Pavlovic then announced that the present board was dissolved and
dismissed.
The nominating committee report was next on the agenda.
Nominating Committee report:
The slate was presented by Goran Milev of the committee for the board of directors for
the 2015-2016 year. They are: Dr. Zivojin Pavlovic, Vesna Noble, Dragan Djonovic, Ivan
Stenic, Jelena Bankovic, Goran Veselinovic, and Vladimir Vertus. Paul asked for
comments or discussion, for which Vera said that Jelena Bankovic sent a letter that she
declined the nomination. Paul asked for the letter. Vera said they were in Serbia, and
that letter was in e-mail form which was sent to SAMS. The head of the nominating
committee said that the list was signed before Ms. Bankovic declined and while they
knew she declined for personal reasons, it was too late to change it and go through the
list again, and try to get e-mails and stuff, which was why she was still on the list - the
list was signed 3 days before her resignation. Ms. Petrovic then asks Mr. Kuta what to
do if a person on the slate refuses to be nominated. Ms. Noble proceeds to clarify to Mr.
Kuta that everyone was called individually by the nominating committee to see if they
would accept a nomination to the board and everyone accepted. The notifications were
sent out by mail. A few days later, after the notices already went out, Ms. Bankovic
spoke to a few individuals, she came back to the chair of nominating committee and
said for whatever reasons (Dr. Pavlovic mentioned that she would be traveling to
Belgrade a couple of months out of the year). So the question asked by Ms. Noble to
Mr. Kuta is that there are 7 nominees, according to the bylaws, there has to be an
uneven number, and if Ms. Bankovic no longer wants the nomination, then there are 6,
which is an even number, and the bylaws call for an odd number, so what is to be done
in this situation. Mr. Kuta said that the answer is in the bylaws, Article 5, section 8, that
there is a vacant seat, but you have candidates that you can elect, but short 1, so that in
effect is a vacancy, so that spot has to be filled via a 2/3 vote of the Board of Directors.
Paul then said, so that means the board has to vote on the vacancy, not the congress.
Mr. Kuta said he would have to study the bylaws further to see if there is a way for the
congress to do it. Mr. Vukanic lets Mr. Bjelopetrovic speak, who then says that there
were 3 alternatives in case somebody drops out, then there are alternates. Mr. Vukanic
asks if there are alternates, the answer is no. Mr. Vukanic reiterated that according to
the bylaws, the newly elected board would have to vote on the vacant position. Mr.
Vukanic then asks Mr. Kuta that if Ms. Bankovic declined the nomination, can the
congress still vote her in. Mr. Kuta answered “as a technicality only”. Mr. Vukanic said
there was a motion to elect the new board as is and let the elected board deal with the
vacancy (with Dr. Pavlovic saying that the board can suggest anyone they may
recommend). Mr. Vukanic asked for any other suggestions - one of the congress
members said there really is no other method to do this. A question is brought up that in
the last congress there was an advisory board and nothing happened, so did the
advisory board dissolve and not exist anymore. Dr. Pavlovic said not necessarily, that
Mr. Kuta can address it. Vesna said that at the discussion at the last meeting, the only
authority the congress does not have is to choose the advisory board. The Advisory
Board is the means for the board to solicit help for certain projects. So if the board
needs help, for example, with remodeling, that they appoint advisory members to have
a meeting to advise for that specific reason. From that perspective, choosing an
advisory board at the congress level is really not valid. Ms. Noble asked Mr. Kuta to
correct her if she said anything wrong or misinterpreted what was told to her. Mr. Kuta
said that what Vesna said was basically correct, and that anyone wanting to look at it
can go to Article 7, section 1, on committees and advisors (which he read in detail). Dr.
Pavlovic then had a suggestion - as the advisory board are members in certain fields.
When the new board is elected, at the next meeting, that they will discuss certain
projects for which they will pick those of highest priority. They then will call on people
who are willing, ready, and able to help - to not have a permanent advisory board per
se, so that nobody feels stuck, and those who want to help will get involved. Of the 108
members, any of them, when their time comes, can become part of the advisory board.
That was Dr. Pavlovic’s suggestion, if it was accepted. Ms. Noble said there is a big
project underway for which they will need an advisory board for sure.
Mr. Vukanic then proceeded to old business, with the clarification of the relationship with
Mira Sremcevic theater group, which was passed on to Dr. Pavlovic. Dr. Pavlovic said
that the business with Ms. Sremcevic was an unfortunate misunderstanding. The
involvement with theater group was over 10 years. Phone messages and phone calls
were left to Dr. Pavlovic 2 days before theater group had committed itself to other
premises. The director Slavica Petrovic and Ankica Ratarac left a message asking Dr.
Pavlovic to make arrangements for their members to take what they needed from the
museum theater for the production at the other site, for which Dr. Pavlovic said yes -
that conversation was on a Friday, the theater members came on Saturday, when there
was a board meeting, where the members went upstairs, those people at the meeting
did not check on them, as Dr. Pavlovic figured they were all friends and members, and
that they were just getting what they needed for the production at the other site, they
told Dr. Pavlovic they would return borrowed items to the theater when they were done
with the play. Those at the meeting left, the theater members stayed to take what they
needed. However, that night when there was a theater performance at the theater, there
was not an understanding of what was agreed to be taken. Reflectors, which any other
theater would have already, were taken, and pulled out, which is considered vandalism
(the museum does have picture of the damage) which was unsettling and everyone (at
the museum) felt bad about that. On the Sunday of the performance at the outside
theater, the theater members of the outside theater unjustifiably said that SAMS kicked
them out, that “they don’t have their house anymore”. Dr. Pavlovic said that it was a
wrong and unjustified statement to SAMS, that it was irresponsible and against the
interest of the museum. In the meantime, the museum is waiting for the requisition to be
returned back - that was in April, and as it is now June, and nothing has been returned.
Dr. Pavlovic did speak to Ms. Petrovic and Ms. Rakica Atarac, who had since formed a
nonprofit organization as a separate entity 3 weeks prior to talking to Dr. Pavlovic which also came as a shock since no one knew about this. Dr. Pavlovic and the
museum had since talked to both people about working together, as both SAMS and the
theater group are both nonprofit organizations, but separate entities. The issue was
legal according to income tax statement reports, who belonged to whom. Someone
downtown mentioned that they are hard on nonprofits , as there could be money
laundering or other things that could be done - there was no clear-cut rules and
regulations of how you work for certain entities. Letter, which was addressed to Ms.
Petrovic and their theater as well as to any other theater which wanted to bring a
performance to perform at the museum. Ms. Ratarac and Ms. Petrovic accused SAMS
of kicking them and their theater group out, which was not true - Dr. Pavlovic has known
Ms. Petrovic for over 30 years and financially supported the theater group as did other
members of SAMS. Dr. Pavlovic read the agreement between SAMS and Mira
Sremcevic, as he felt it was an important issue.
In response to your relationship proposal between SAMS and Serbian Theater Mira
Sremcevic, please advise that the SAMS board meeting was held on April 17th where
the abovementioned agreement was discussed and the following decision was made.
1) Due to the fact that the Serbian Theater Mira Sremcevic decided to separate from
SAMS and become a nonprofit corporation and given that privileges extended to the
members of Mira Sremcevic theater group are hereby revoked as they are not part of
us.
2) SAMS have determined that terms for use of this theater premises that will be offered
to any performing group and organization under the same condition. Serbian Theater
Mira Sremcevic will have the offer of right of first refusal in scheduling performances in
SAMS premises subject to timely notice (They would have that priority, they are
welcome to come and use the theater as they did before). Your attention regarding this
matter is greatly appreciated, should you have any questions, contact us.
That letter was sent to the theater, so everything was clear. There was no animosity, or
rejection - SAMS did not kick them out. The other proposal was that any other institution
who wants to use the premises is clearly outlined – Slavica’s theater group, Goran
Milev’s group, and anyone else have the same guidelines for use. The museum had to
file a police report for vandalism; pictures were also taken of the damage that Mira
Sremcevic’s group had done that Dr. Pavlovic and other SAMS members, who put
money into the SAMS theater. The reflectors and curtains were taken, which was
unfriendly and unjustified. Dr. Pavlovic then opened the issue to membership for
discussion and input.
Vera Bjelopetrovic speaks, and while she is not a member of that theater group, but that
she and Vlada Bjelopetrovic were board members when the theater group was founded
here 10 years ago when it was Cultural Center. While Ms. Bjelopetrovic agreed that
what occurred with the SAMS theater was not acceptable, she did not agree that one
person on the board has the right to expel the theater group members. In the past, if
there was a case of expelling membership, the board members had to present the case
in front of everyone to discuss the reason to expel the member. Many of the Sremcevic
theater group members cannot come to discuss the issue as they are expelled from
membership. There was cases in the past where members were board members said
bad thing about Mr. Bjelopetrovic, but never considered expelling him, because the aim
was to get more members, to get more unity, not to expel anyone. Ms.Bjelopetrovic’s
issue is why this member (Ms. Sremcevic) should be expelled before any of the other
theater members get to tell their side of the story - there are 2 sides of the story, for
which Mr. Vukanic agreed. Dr. Pavlovic also agreed with Ms. Bjelopetrovic, however, he
stated that per the bylaws, that the board consults a nonprofit attorney, that the actions
of the theater people is against the institution, that there is an official letter explaining
why they are expelled. Mr. Kuta clarified that according to bylaws article 3, section 4,
there are 2 ways the board can terminate membership - one way requires a hearing, the
second way is simply to expel a member who does not live up to the standards of the
organization - no hearing needed. In a situation involving vandalism, it is prudent to
make an immediate termination. The theater members could meet to tell their side of
the story, for which a reinstatement could be done, but in the meantime, termination
should occur. Ms.Bjelopetrovic said that only one person took the reflectors out for
whom she agrees should be terminated, but there were other theater members that
were expelled that were not even in the theater when the vandalism occurred. Ms.
Bjelopetrovic continued that when she was a board member 10 years ago, there was no
provision in the bylaws for termination of member, and wanted to know when those
amended bylaws were put into place. Mr. Kuta said that the bylaws were amended but
there was no date but now is not the time. Ms. Bjelopetrovic continued on that if there
was an amendment of the bylaws, every member should be informed about it. Ms.
Noble then stated that the bylaws were amended about 3 years ago, which she had a
copy she could pull out. Ms. Bjeloetrovic then said that when bylaws were to be
amended in the past, that every member should have received a copy of the new ones.
Mr. Vukanic wanted to know who was on the board 3 years ago (as it wasn’t the current
board), Ms. Noble then said that only she and Dr. Pavlovic were on the board then, but
there were also only 13 members, for which Mr. Vukanic said then it would have been
easy to have the bylaws amended with just 13 people. Mr. Kuta then asked if the person
responsible acted alone or were others involved in the incident. Ms. Bjelopetrovic said
that she understood that two people went upstairs to take costumes, etc., for which Dr.
Pavlovic and Ms. Noble disagreed. Dr. Pavlovic corrected Ms. Bjelopetrovic and said
that there were 2 women and 3 men who came, did not acknowledge the board’s
presence, and did what they did. Mr. Vukanic said they acted in what appeared to be
within the rules of their bylaws. Another member then said that he heard that some of
the membership requests to pay for dues were rejected. Dr. Pavlovic said yes, that
some of them were contractors of this organization, that they spread the word untruly
and unjustifiably to the community, and created a disarray instead of uniting us, thus
losing members because of that attitude. Ms. Bjelopetrovic then asked that if Ms. Noble
said that her husband was a thief, that she should be expelled, for which Ms. Noble
replied that she never called Mr. Bjelopetrovic that. Dr. Pavlovic then said that in his
President’s report personal interest and anything else is not the place, that it was about
all of us together for the same thing, that only one person cannot be the culprit for
everything, that if we as 101 members could not work together and if we blame only 1
person for everything, that something is wrong with us and not that one person, he
move that this congress moves towards unity and progress. He then asked Goran Milev
to speak that 7 days before opening night of his own company’s performance, that the
situation was bad with the lack of lighting, that the relationship is more personal, that in
the future, that personal questions should not be brought forth. Because the issue is
personal, it affected the theater group and the museum, which was unfair, funds raised
were for the museum. The opening night was problematic with the difficulty of the
dialect in the play, but with lack of lighting Mr. Milev said that was vandalism, which
never had happen to him. Vlado Bjelopetrovic then asked what Mr. Misa Todorovic
wanted to know what he did wrong, for which Dr. Pavlovic had a letter sent to him, for
which Mr. Vukanic read, it stated that Mr. Todorovic’s membership would not be
renewed by the Board for 2015, that the Board of Directors reached the decision that
due to his intentional, detrimental, and unauthorized interference with SAMS business
affairs – (article 3 section 4 was mentioned in the letter) that his direct or indirect
involvement with the incident of March 15th, 2015 – that his acts or omissions with the
events surrounding the theater, constitute a conduct that anyone could or would not
want to maintain a membership in good standing with our organization – that the
privileges for Mr. Todorovic was revoked on March 23, 2015. Mr. Petrovic then stated
that such language in the letter could be used many times, even to refer to himself.
Dr. Pavlovic then said that Mr. Todorovic (only president 2 years) did not ask the board
to clarify what happened, but chose to unilaterally defame the organization in front of
people who did not know Mira Sremcevic’s theater was expelled by SAMS; Misa
Petkovic, in front of 100 people, said the same thing. (restart 2:20:14)
Zoran Golubovic then asked to read notes given to him by Slavica Petrovic which she
requested to be read at the meeting.
Formal Complaints:
Only 4 members on the board since January 15, Against the Bylaws.
Some individuals listed on the slate do not wish to be on the slate, making the slate
invalid.
Members expelled without a hearing and detailed explanation.
Members asked Secretary for the list of members – never delivered
Members asked Secretary for meeting minutes – never delivered
Members asked Secretary for financial report – never delivered
Special meeting requested – not acknowledged
Cooperation between SAMS and Serbian Theater Mira Sremcevic does not exist
anymore
Formal Requests:
Form a special committee of 5 members, to include Nebojsa Radovanovic, Gradimir
Vuckovic, Slavica Petrovic and 2 more members, to:
Review meeting minutes
Review list of members
Review proxies for 2014 and 2015
Review application for the new members
Mr. Golubovic read More of Slavica’s notes, but read in Serbian, in detail, regarding the
Sremcevic theater, future programming and scheduling, etc. Goran continued to say
that at the SAMS board meeting held on March 6, 2015, it was discussed that a formal
executed contract was needed, upon mutual agreement with the future cooperation, you
will receive a formal proposal for the board’s consideration. In the meantime, we are not
defying you that we change the access to the museum so that the premises is not
available for your use until we have a signed agreement. Sincerely, on behalf of the
Board of Directors. More reading continued on the matter in Serbian. Mr. Golubovic
then concluded that what he read was as the request of Slavica Petrovic, that he was
the messenger and not co-author, and the President agreed with that.
Mr. Kuta then had a point of order, in that what was just read (see above) was a misuse
of time to those sitting at the meeting, that it prevents those from doing valuable work
that were assembled here to do, that the Board and membership should opt to consider
an amendment to the bylaws, that provides that long-winded speeches by members
shall not be allowed, any more that any member should not be allowed to filibuster in
the meeting for long periods of time, that things could be submitted in writing in advance
of the meeting so that people could read them, so as to not subject the membership to
this kind of abuse. Mr. Vukanic agreed with Mr. Kuta, stating that the idea was to keep
everyone’s conversations to 3-4 minutes, that the President allowed Ms. Petrovic’s letter
to go through, to keep the pace to 3-4 minutes, to move the meeting forward. A member
then said that the President was generous enough to have the letter read, that he could
have voided instead. Mr. Vukanic said that he heard repeating in the notes read that
minutes were requested, but never given. He then stated that one could request the
minutes, but that one would not necessarily get them, even as a member. Mr. Kuta then
said that in the Nonprofit Corporation Act, for the storage of minutes at the office of the
organization, that for reasons unknown, the act is murky in that they are silent in terms
of the rights of members to inspect the minutes, that they would make a provision for
that, but they don’t, that there might be a case law where the member may sue in court,
and he thought the court would allow the member to inspect the minutes if the member
is in good standing, but he (Kuta) did not do the research.
Mr. Vukanic then proceeded to old business regarding Martina and Jim Bertsch. Ms.
Noble stated that since the Bertsches were removed from membership, they never
submitted anything that is pertinent to the organization’s work, so that the organization
can continue to work uninterruptedly. Ms. Noble proceeded to show the FBI complaint
that was filed on April 1st and the reason for the description of the incident:
Former Treasurer’s husband Jim Bertsch acted as the administrator for the museum’s
Google mail account, website, and Facebook until December 30, 2015 when they both
were removed from the office and membership. After the official request by the
museum’s attorney to Ms. Bertsch to release the passwords for sites in question, she
ignored the request, and kept the control of the abovementioned accounts. Working with
Google technical support team on Friday, March 27th, we were able to gain control in
administration of the museum’s account. Google case number______. On Saturday,
March 27, 2015, Jim Bertsch accessed the account again, and reset the password. We
were told by the Google technical support that Jim Bertsch used his private e-mail
address to reset the password, recover option to gain control of our account, blocking all
other recovery options. Google cannot assist us further without an official order by a law
enforcement agency. This is a very delicate situation, taking into consideration that Ms.
Bertsch can abuse all official correspondence of the museum, including some very privy
information regarding the pending lawsuit. We need your help ASAP. Ms. Noble then
had something from a few days prior (to the current meeting), which she enlarged to the
membership on a screen. She explained that she tried to access her museum e-mail
address, which is the official e-mail. She wanted to access names of State Department
people via her e-mail (they visited her, but she forgot to get their names), but was
unable to. She then showed a screen with the Password information screen, where she
needed to contact the domain administration to reset her password. In other words, Mr.
Bertsch went into Ms. Noble’s e-mail account and reset her password, because as an
administrator, Mr. Bertsch can see what her password was. Ms. Noble stated that this
was a serious offence, and that Mr. Bertsch probably did not know what he was doing,
because he would not have done it.
Jim Bertsch was expelled for the reason that when the museum was obtaining the loan,
they were looking to refinance the existing loan which was up and due a year prior, and
they managed to extend it to get the signatures from all the people to get them to agree
to extend it for another year, until they were able to find a bona fide institution like a
bank to finance the loan. There were 2 options, and there was a meeting where an
expert was called who had experience in the mortgage industry for over 20 years, and
of course the museum’s counsel Mr. Kuta, was also present to advise them on which
loan to take. They took into consideration all the pluses and minuses, weighted it, and a
decision was made to go with the loan from Grand Ridge National Bank, after which Mr.
Bertsch contacted one of the officers at the bank; Paul Vukanic is the Vice President of
that bank, and the museum was very grateful that they were able to obtain a loan from
the bank, considering their difficult situation with finances, etc., and their past track
record of foreclosure. Mr. Bertsch sent a letter to Mr. Vukanic, for which he replied and
notified the museum, hence the reason for the expulsion of Mr. Bertsch. Goran was in
charge of the internet and the website, and on multiple instances tried to contact Ms.
Bertsch to get the passwords that were necessary, then finally Goran’s people from
Belgrade had to break into the site, so the museum never got any passwords from her,
and all of the accounts where the official e-mails would go to, was in Ms. Bertsch’s
control. Then Mr. Kuta sent several notices to the Bertsches, asking for those
passwords, but never received any answers from them. Ms. Noble then asked Mr. Kuta
if he wanted to add anything regarding the matter, but she also wanted to make a
motion to proceed in a legal matter to get the Congress to approve to get the
passwords, as they belong to the organization and not to an individual; when Ms. Noble
and the Treasurer are gone the next day, everything has to stay with the organization –
the passwords, the records, everything – they cannot privatize that and take it with
them. Mr. Kuta agreed with Ms. Noble, that as a civil matter there has been a
misappropriation of the museum’s property, it was unlawful but actionable. He advised
that the museum go to court to get a mandatory injunction for damages to pay for
whatever it costs them to put things back in the status quo, that it (Bertsches’ actions)
constitutes criminal theft of intellectual property, that it should be reported to the state’s
attorney’s office, that it constitutes identity theft of the passwords that is not the
Bertsches.
Goran Milev then spoke, saying that in their first meeting at the museum last year, there
were just 2 board members, took his project from SAMS, that project actually was the
Serbian Film Festival – that was Mr. Milev’s idea, that it was intellectual property, that it
was specially presented to the Board – the film festival, theater festival, music festival –
that was Mr. Milev’s idea, that it was signed and awarded, that the project was for
SAMS, not for anyone else, but now the whole festival was founded by Slavica Petrovic.
That Mr. Milev would stay at the museum working, not sleeping.
Ms. Noble then made a motion to pursue legal action against Martina and Jim Bertsch
as soon as possible; to obtain all the records, and get everything back that they were
supposed to give the museum, including the passwords, but not limited to the
passwords – all of the documents and everything else. Ms. Noble then added she was
so unsuspecting in that she used her password for her personal e-mail, the museum email, and another museum e-mail, that the Bertsches had administrative access to Ms.
Noble’s e-mail, and they were able to look at that and go into Ms. Noble’s personal email. Ms. Noble went on to say that Ms. Bertsch came totally prepared and knew what
questions Ms. Noble was going to ask her at that meeting, as Ms. Noble had the
questions all written down – this is a serious legal issue. Mr. Vukanic proceeded to have
everyone vote on the motion. Mr. Kuta then advised that outside legal help would be
needed on a fee basis as he did not do litigation, Ms. Noble said that the museum
spoke to someone already on this, and that person was willing to do it.
Mr. Vukanic then proceeded to have Ms. Noble’s motion voted on. The majority were in
favor with a few abstentions. A member (Zoran?) advised not to press charges, that it
would not do anyone any good. Vesna said she would abstain as she did not know what
the legal repercussions on the museum would be if the museum proceeded, hence the
reason she abstained. Grada then said that he knew the Bertsches pretty well, that he
could try to talk to them. Dr. Pavlovic said then that Dody, Grada, and Mr. Golubnovic
could talk to the Bertsches, to work with them to stop everything and fix the problem,
nobody likes to sue anybody. They would then report to the museum in one week. Ms.
Noble reiterated that there was already a vote, but could see that if Dody, Mr.
Golubnovic, and Grada want to try to talk to the Bertsches. She continued to say that
her museum e-mail is the one in which she communicate with all the officials, with the
President in Serbia, is sent from her SAMS museum e-mail, not her personal e-mail –
that she cannot log in to that e-mail, which is the problem. A member asked who the
administrator was, for which Ms. Noble said that it was Jim Bertsch, and only he –
nobody else. Ms. Noble continued to say that she cannot see any incoming mail from
the website, that if somebody is contacting the museum through the website, she
cannot see it. She reiterated to the membership that Mr. Bertsch changed her
password, that she cannot log in. Mr. Vukanic then asked Zoran et al to contact the
Bertsches, and Zoran replied he would get back to the museum in a couple of days (as
Ms. Noble needed to get to her e-mails right away). If no resolution, then Mr. Vukanic
stated that then the attorneys would get involved. Dody then said that Dr. Pavlovic’s
suggestion would be a good one, however, she felt that she could not intelligently talk to
the Bertsches, that she did not have enough of a background to have a good
conversation; she can be there in person but probably would not be doing the talking.
Mr. Kuta then had an afterthought – he said it might be possible to hire somebody to
hack, who can hack back. He continued to say that he lost his own computer under
false pretenses, that his son who was good at computer software was able to get a hold
of the controls to get to the hackers’ computer, he emptied it out, and got everything
back to Mr. Kuta’s computer, leaving the hackers with only a shell. He wasn’t sure if it
was remotely possible in the museum’s case. Mr. Vukanic then said that the Bertsches
should turn everything over and back to the rightful owners.
Mr. Vukanic then proceeded to new business. Ms. Noble said that the lighting fixtures
for the Tesla and Pupin room; Nada Petkovic would like to create a Pupin room;
everything for it is placed in the room, but lighting needs to be created, that there is no
light other than the central light. Dr. Pavlovic then gave his input – when they had the
Pupin exhibition at University of Chicago it was a great presentation, that the friends
and advisory board members did a great job, as they were knowledgeable. The Ministry
of Culture from Belgrade donated to the museum, Dr. Pavlovic, and Ms. Petkovic the
Pupin exhibit, for which Dr. Pavlovic was most appreciative, and wanted to
acknowledge Zoran Golubovic for donating the lighting for the Pupin room, which is
around $1000. Mr. Golubnovic corrected him stating that it was for painting, that this
was the first time he heard about the lighting, that he thought they were splitting the
painting cost, that he never heard anything about lighting or commitment for funding,
just to split the expenses for painting. Dr. Pavlovic then said that he, Ms. Petkovic, and
Mr. Golubovic that the lighting, which is important, in addition to the painting, would be
around $1000 – he asked Mr. Golubovic if he was in or not. Mr. Golubovic agreed, since
Dr. Pavlovic stated that it would be the 3 of them. This is an estimate. This project will
happen in the future when Ms. Petkovic returned from France.
The tax refund was also sent to the museum per the Treasurer, and also there is a
volunteer curator for the museum working 20 hours/week, who is Misha Tot. Ms. Noble
recapped Mr. Tot’s report, which stated that he has done 1,220 hours of volunteer work,
that he has received 58 people who came to the museum from 3 continents, 8
countries. He also took meticulous notes in terms of how long the visitors spent at the
museum, and what they liked – most people liked the Tesla room, which is where they
spent the most time; the second room they spent the most time in was the Serbian
Orthodox Church; the least amount of time was spent in the sports room. Mr. Tot
spends 30 minutes – 1 hour explaining the museum to visitors, about Serbian culture,
etc. It is a great advantage to have Mr. Tot here and that the museum doesn’t have to
compensate him. The museum did an exchange in that Mr. Milev and Mr. Tot could use
the office and that they would be able to receive visitors.
Ms. Noble then continued to say that according to the state, the museum has to be
open a minimum of 20 hours/week to maintain the property tax exemption. Mr. Tot has
volunteered since May 1, 2014, and has been asked by the Board of Directors to be
there for those number of hours, which he has done.
In terms of visitors to the museum, 21 are from Illinois, 6 from Indiana, 3 from
Wisconsin, 4 from Massachusetts, 2 from California, one from Canada, others from
Toronto, Vancouver, Great Britain, Scotland, Ethiopia, Ghana, 12 visitors from Serbia
and 3 from Republika Srpska for a total of 58. Most visitors learn of the museum from
the internet. His museum tours take 45 minutes – 1hour. Mr. Tot received a degree from
the University of Arts in Belgrade, Faculty of Dramatic Arts.
Ms. Noble then had Goran Milev speak about the contract in event planning and
organizing. Mr. Milev said that the contract is still in development as it is very specific
with the relationship to the museum. As preparation for having events takes time, he is
looking for Dr. Pavlovic and the future Board of Directors to find the best way to put
everything in motion with the members’ approval; that the future of the museum is not
just about exhibits, but also events. On September 4 th – 20th, there will be a guest from
Serbia who will be playing at an event at the museum. There is a big development
which takes work. In the future events here as well as from outside the museum must
be compensated.
Vlado made the motion to Goran’s suggestion in obtaining contracts for the board to
review, as the museum does need cash flow through events, that the exhibits cannot
cover the costs of the museum, that a contract should be done. 13 were for the motion,
3 abstained (not counting proxies).
Mr. Vukanic next talked about the conventional loan of $375,000 which was paid out by
private investors as mentioned – Drs. Zivojin and Tatjana Pavlovic were the guarantors
for the loan; Mr. Vukanic opened the floor for discussion by the membership. One of the
members wanted to clarify the loan. The loan was to SAMS as the property owner for
the mortgage of the property, and that the Pavlovices were personally guaranteeing that
note. Mr. Vukanic stated that he had all the documents should anyone want to see them
after the meeting.
Next was the discussion of building violations. Ms. Noble said that most of the violations
in the museum building itself were corrected, except for the coach house. She
continued to say that the museum had a good attorney who was not charging a lot of
money for his work in this matter. There was a hearing on May 5 th - the attorney went
and got the museum an extension until September 5th or so.
Ms. Noble then clarified further on the violations. When the museum met with the
inspectors, the inspectors wanted to work with them, not close the museum down. The
coach house is a hazard as the front wall is cracked; the inspectors want to have a
structural engineer give the museum a report on the safety and soundness of the
structure. There are several ways to handle this matter:
1) pay the violation fine, which can be thousands of dollars, but the violation will not
disappear, another inspector can come in and write the museum up again, the museum
to go to court and repeat the same process.
2) to comply with the city is the best solution, but it is a major expense. The museum
spoke to Vuk Zecevic, who’s been a builder for 40+ years in Chicago. He looked at 2
options of remodeling, to correct the violations. The one that was the best and most
feasible, is to remodel the coach house to such a standard, that if the upstairs were
made into a 2-bedroom residence. It would take about $90,000 to do the renovation, but
we could get $2800/month for both upstairs and downstairs. That would cover $2556 for
the mortgage payment on the $375K loan, and the museum would have $300 left over.
Ms. Noble said that we could perhaps talk to Mr. Vukanic to see about a loan to cover
the mortgage payment of $100K.
Another option would be to get rid of the building was talked about, for which Mr.
Zecevic suggested that coach house be knocked down and put 6 parking spaces there
instead. 6 parking spaces could potentially bring $1200/month. But with the coach
house renovation, the museum would get $2800/month, plus the coach house is an
asset. This is something that was suggested to discuss at this meeting. Mr. Djonovic,
owner of a private architectural firm, had a proposal to correct the violations that we still
have in the museum basement, which is currently unusable. Mr. Vukanic asked Mr.
Djonovic to explain the violations in the basement. Mr. Djonovic stated that the museum
did not actually correct the violations, but was trying to correct them. Mr. Djonovic met
with the inspector at the museum, and they talked about the violations. Starting with the
coach house, there is a crack that cannot be just caulked, but is more a serious
violation. The city will then look at all the plans for corrections and will start with the
zoning – who is parking in the spots? Also, there is the question of occupancy – the
museum is not set up to handle the occupancy for future events – the city will ask how
is everyone coming to the building going to park? The zoning ordinance will need to be
looked at – not an easy thing. Mr. Djonovic said he discussed with Dr. Pavlovic the
situation, that it has been going on for years. The question comes down to how much
money to invest in the museum – what would the construction budget cost? Mr.
Djonovic said that the museum has not solved all the violations, much less even one of
them. SAMS has hired Mr. Djonovic’s company in obtaining the services. The company
did the measurements. The question is what to do first – Mr. Djonovic suggested the
coach house, as it would bring in some revenue, then ask for a much larger loan. Based
on his estimates, the cost to bring the museum to comply would run between $300500K just for the basics. The basement would be one of the first things to fix, as it is
unusable, plumbing, etc. The mechanical system would have to be replaced, but not
with the same type as is now, as the original system was meant for a single-family
home, not for a museum of 100 occupants or more, so a commercial rate system would
need to be designed, through a conceptual design project. Mr. Djonovic continued to
say that these repairs could not be done all at once, as there is not a lot of money, but
talking about a year (from the day permits are received until the final inspection).
Mr. Vukanic then asked about the structure of the building – if it was okay. Mr. Djonovic
said when you open up the doors (he was only at the museum a few times) there are
some minor structural issues, but was not as concerned with those, as there are major
structural issues, such as unprotected exitways. Dr. Pavlovic then thanked Mr. Djonovic,
and appreciated his efforts, realizing there is a serious problem when he met with the
Inspector, and that there is a lot to do, previously we didn’t have knowledge of what the
museum had to do. The museum was able to extend the time, as they were going to
hire a professional company, and an architect, to do the measurements, and the steps
that needed to happen. Dr. Pavlovic then proposed a suggestion to the membership –
as the coach house would bring in income the fastest, who had suggestions of how to
start the project, or if anyone had any other ideas at this time because the museum has
a plan to do something to fix the violations. Vlado asked a simple question – do we have
the funds for this, what would make sense? Mr. Vukanic said it is doable with a 100K
construction loan, 24 months, interest only, until the coach house is up and running,
then pay the loan back with the monies made from the rents of the building – that the
museum could get $2800/month for the rents of the building. Ms. Noble agreed, stating
that there would be 4 parking spaces in the garage at $250/month each, for
$1000/month, and $1800/month for the upstairs 2 bedroom. Mr. Vukanic said that the
museum would get 33,000/year in rental income, which could pay for the 24 months of
the loan. Vlado then wanted to know if the museum had the right to rent the coach
house or not. Ms. Noble said no, but said that we would have a problem if we start
having income – the museum has the right to rent the coach house, but since it has so
many expenses, that it would not have any real income. Although the coach house is
separate, it is part of the museum property – which needs to be looked into. Vlado then
questioned if we were getting income from the coach house, would the museum have to
pay taxes. Ms. Noble said no, not if the museum was not making any profit. Mr. Vukanic
said it is something that should be looked into, to make sure there were not any
complications. Mr. Kuta then said that it may be unrelated taxable income, the museum
may have to pay taxes if the coach house was profitable. Grada then said that a
percentage of your total income cannot be exceeded by commercial dealing in a not-forprofit. Dr. Pavlovic said options are being discussed that is why the museum has to do
something. Mr. Vukanic agreed – asking if the museum membership want to sit and not
do anything – or get $100K in income coming in. Mr. Milev suggested to form a
subcommittee to study the matter and do research, since the membership cannot do
things tonight. Dr. Pavlovic said that it is a work in process, that the museum got the
architect with the plans, which was presented to the city inspector, thus satisfying the
city, then in the following weeks will come, where the museum will have more specifics.
Ms. Noble then said that according to the bylaws, the museum cannot mortgage the
property, that if a mortgage has to be taken out, it has to be done at the congress, that
the decision cannot be done at the level of the board. This would have to be voted on
today, or have a special meeting of the whole assembly to vote on it – this has to be
done as soon as possible, as there is a court date on September 5th, where the
museum has to show some progress, or the museum could be fined, $5000-$6000, the
museum would get written up again, and be back at square one – hence the reason to
move as soon as possible to resolve this matter. A question was asked about the
number of violations the museum had – the architect said 2-3 pages. A motion was
made to have a building subcommittee established by the Board of Directors to go and
review the documentation and get their findings and suggestions and bring it to the
board.
Ms. Noble then went over the museum accomplishments in the past year. The museum
was able to build a new bar, when Kathy Fanslow removed her bar. Dr. Pavlovic was
able to talk to some of his friends into building a new bar, charging the museum only for
materials, but not for the labor, which was $2400. The museum had many cultural
events and dignitaries in the past year. The Minister of Culture, Mr. Tasovac was at the
museum, and spent a good 2 ½ hours talking to the museum; the museum was trying to
see about getting help from Serbia, but Minister said it should be the other way around
– that Serbia needed help from the museum. The Serbian Ambassador was here as
well as officials from the U. S. State Department, and also from Bishop Longin for the
museum’s work in the church, so they are backing up the museum in the community.
The museum got a tax refund of around $35K. The Pupin Room is created, but waiting
for Ms. Nada Petkovic to return to complete it. The museum is currently renting 10
parking spaces, per the Treasurer, for $150/month, but looking to increase the rent to
$200/month; there has been many phone calls, as there is a lot of interest in the parking
spaces, as the museum is in a prime area, and parking is at a premium.
Mr. Djonovic spoke in regards to the coach house – that the museum is unable to build
a new one on the same space, but to remodel what is already there. Ms. Noble asked if
the roof could be raised – Mr. Djonovic said that the coach can only be fixed so it is
compliant; creating 8 foot ceilings is fine, but they cannot do what is not in the code. Ms.
Bury-Michals then clarified that the coach house cannot be a total redo, but to only work
(fix) what the museum has, for which Mr. Djonovic agreed. He said if you took the coach
house down, you cannot rebuild it. Ms. Noble then showed pictures of what the
neighbors did with their coach house – that they raised the ceilings to 8 feet. The
museum’s coach house does not have that – only 8 feet in the middle, but not on the
sides. With the drawings by Mr. Zecevic, then the whole floor would be extended and
there would be more space. It was said by Mr. Djonovic that there needs to be a plat of
survey, that the city will not accept one older than 60 days, that there is a cost of a few
hundred dollars for that.
Ms. Noble then talked about the new membership drive, major fundraising, and
marketing and strategy, reading a presentation by Vladimir Vertus in regards to the
museum and how to promote the museum via internet, promote membership, joint
projects, have contact within the Serbian community, promote culture, museum tours,
etc. Ms. Noble then asked how we get more people to do the work in the museum, that
only a few people cannot do all the big projects – that they require money – how to get
it. Vladimir then explained that social media is one way to promote the museum, what
we as the museum can bring to the community, to get all the rooms operational, to have
events. Vlado Bjelopetrovic then mentioned that the Chicago-Belgrade Sister Cities
would be another avenue to explore – as he and Veraa, and Dr. Pavlovic are all
involved with that – that the museum could work with them in doing joint events, or
something of that kind. Mr. Milev then mentioned how they did an event with the Sister
Cities, in a photo exhibit which was successful.
The last thing in the agenda is the slate of the Board of Directors. A question was asked
what the background of voting was – why we cannot vote person by person. Ms. Noble
said that the presentation of the slate has always been done, that it is in the bylaws, that
the slate is presented and either it is accepted or rejected. If it is accepted, then there is
a new Board of Directors, if it is rejected, then the directors are chosen from the floor,
for which then you can nominate for president. Mr. Vukanic then said that there was a
reason for a Nominating Committee – to see who would want to be on the Board, to find
people who want to be on the slate, for which Mr. Kuta agreed. The continuity is
provided on the nominating community.
Paul had an official count made of all those voting for the slate with all 7 candidates those in favor were 13, 2 were opposed - this was not counting the proxies, just those
that were present at the congress. From the proxies we got 59 total, Vera and Vlado
Petrovic had 5 proxies which gives them the authority to vote. Vesna Noble had 8
proxies, Aleksandar Jocic had 1, Grada had 9 proxies, Zika Pavlovic has 37 proxies,
Goran Milev has 1. Vlado then reminded the congress, that there needs to be an
election of the President of the board. Paul moved to accept the slate. And Dr. Pavlovic
as president. Vote was taken: 14 voted yea; 2 abstained, no one voted against.
Vera asked about proxies. Paul said that even if all the proxies were counted, slate
would be accepted and Zika would be ellected.
Thus, the board of Directors for 2015-2016 are: Dr. Zivojin Pavlovic, President, Vesna
Noble, Dragan Djonovic, Ivan Sternic, Jelena Bankovic (who declined but remains on
the slate until replaced), Goran Veselinovic, and Vladimir Vertus.
Meeting adjourned at 8:20pm