| AWBA |
| The Art Without Boundaries Association |
Board Member Orientation
So that you can serve to the best of your ability, you should know more about AWBA, it's
history and our shared vision for the future.
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| Board Member Orientation |
Interview with Founder Noell Hammer
I'm going to return to my favorite interview format,
so that I may speak in first person and from my
heart.
I'm in the unique situation of writing "history" for
future board members, knowing that current
members (who will also be reading this) lived it with
me. That will keep me honest and to the point! But
as I said in the curriculum, I am obligated to present
the whole picture... "warts and all."
I'm going to return to my favorite interview format,
so that I may speak in first person and from my
heart.
I'm in the unique situation of writing "history" for
future board members, knowing that current
members (who will also be reading this) lived it with
me. That will keep me honest and to the point! But
as I said in the curriculum, I am obligated to present
the whole picture... "warts and all."
We have been trying to create a totally different way of doing things. Most of us are fed up with the corporate
America way: use people up and cut them loose. My vision was to create a consortium of compassionate people who
would work together, cooperate and care about each other as they built individual businesses, based not on
numbers and bottom line, but on service to those less fortunate. I know it sounds a bit naive, but I believe that caring
and cooperation are not unrealistic aspirations.
Q: Why did we change the structure of AWB?
A: Growing pains. As we started to grow and begin to have more than one chapter per state, we began to see that
the spin we put on determining the territory: "Service an account in the afternoon and be home for dinner" didn't
work. If you drew a 90 minute circle around your home address, and you had a Chapter neighbor who did the same,
your circles might overlap. So we tried to solve that issue and other growth related issue such as independent
contractors, satellite chapters, hiring employees, "selling" territories by making it up as we went along.
Unfortunately, that desire to help overstepped the bounds of the original Business Licence Agreement that stated
"No Assigned Territories." The BLA was drafted by an attorney, but I didn't understand the importance of that point. It
was meant to keep us out of the dangerous land of the FRANCHISE. This was helpfully pointed out by one of our
CEO's lawyer when she went to him for help with a Satellite contract. He felt that the BLA was a "hidden" Franchise.
I contacted a lawyer about the allegations and here's what he said:
" Under the federal law, we have a franchise if three elements are present in the relationship between your
organization and the person who owns the Chapter.
exercise much control over what your Chapters do, but I think one could make a case that the training that is
provided constitutes significant assistance.
You are thus probably close to meeting the definition of a franchise from a technical standpoint. If you step back
from the definition, however, you see that the payments are very small, made to a non-profit, and really relate more
to membership in an association that licenses a trademark and system from you. The more it looks like the $3,000 is
a payment to join the association, for which they receive certain benefits, such as some training, and the monthly $50
payment is really just a membership fee, then it is hard to see anyone getting too worked up about this
arrangement. In short, I can see why someone would think this looks like a franchise, but given the money involved
and the small numbers of people in the system, I think you could minimize risk by changing it to an Association. The
alternative is paying me something like $10,000 to prepare documents, then getting audited financials every year,
plus other costs, which may be out of reach." (end quote, end of franchise idea!)
It took lots of creative problem solving to work it all out.
We formed a committee of Chapter Owners to help answer some difficult questions: What about those Chapters who
were there first? Should they take what they want and leave the left-overs to the late-comers? Should we sell
territories to those who want to expand? Can Chapters place independent contractors or employees any where
there's not a Chapter?
In the end, decisions had to be made based on what would be fair for all chapter owners, not just the ones who got
there first.
It wasn't happily ever after for everyone. Not everyone got what they wanted. There were misunderstandings, hurt
feelings and scathing e-mails. I made some major blunders and I took the criticism as my due.
Plan B
The questions continued of the legality of what we were doing, so we contacted another law firm who agreed with our
detractors. They asserted that we were violating the hidden franchise laws by everything we were doing.
After debate and some digging, we determined that franchising was financially impossible. In additional to a start up
cost around $8-10,000, it would cost "tens of thousands" of dollars to annually maintain it. We had to come up with
another solution.
The problem was the licensing of the name Art Without Boundaries, calling ourselves "Chapters" and allowing
members to register where they intended to work, in essence, protecting a territory. We engaged another attorney to
rewrite the contract and guide us into a professional association model with the express purpose of training,
certifying and providing continued education.
The AWB Council, Board of Directors and Association Management Company formed a steering committee to guide
the Association through this process. The AWB Council was merged into the Directors, allowing for Members to join
in the decision making process. The ratio is more NON-MEMBERS than MEMBERS.
Q: What are the regular responsibilities of the Board?
A:
Here's the email address if you want to ask some questions. I will send them out to the whole group with answers (if I
have them,) or to ask for a consensus if I don't. mneme1@gmail.com
America way: use people up and cut them loose. My vision was to create a consortium of compassionate people who
would work together, cooperate and care about each other as they built individual businesses, based not on
numbers and bottom line, but on service to those less fortunate. I know it sounds a bit naive, but I believe that caring
and cooperation are not unrealistic aspirations.
Q: Why did we change the structure of AWB?
A: Growing pains. As we started to grow and begin to have more than one chapter per state, we began to see that
the spin we put on determining the territory: "Service an account in the afternoon and be home for dinner" didn't
work. If you drew a 90 minute circle around your home address, and you had a Chapter neighbor who did the same,
your circles might overlap. So we tried to solve that issue and other growth related issue such as independent
contractors, satellite chapters, hiring employees, "selling" territories by making it up as we went along.
Unfortunately, that desire to help overstepped the bounds of the original Business Licence Agreement that stated
"No Assigned Territories." The BLA was drafted by an attorney, but I didn't understand the importance of that point. It
was meant to keep us out of the dangerous land of the FRANCHISE. This was helpfully pointed out by one of our
CEO's lawyer when she went to him for help with a Satellite contract. He felt that the BLA was a "hidden" Franchise.
I contacted a lawyer about the allegations and here's what he said:
" Under the federal law, we have a franchise if three elements are present in the relationship between your
organization and the person who owns the Chapter.
- His business is substantially associated with your trademark, so he does business as _____; (i.e. South
Florida Chapter of Art Without Boundaries) - He pays a fee of at least $500, either before he opens or within 6 months thereafter;
- The seller (you) either provides significant assistance to him in the operation of his business, or exercises
significant control.
exercise much control over what your Chapters do, but I think one could make a case that the training that is
provided constitutes significant assistance.
You are thus probably close to meeting the definition of a franchise from a technical standpoint. If you step back
from the definition, however, you see that the payments are very small, made to a non-profit, and really relate more
to membership in an association that licenses a trademark and system from you. The more it looks like the $3,000 is
a payment to join the association, for which they receive certain benefits, such as some training, and the monthly $50
payment is really just a membership fee, then it is hard to see anyone getting too worked up about this
arrangement. In short, I can see why someone would think this looks like a franchise, but given the money involved
and the small numbers of people in the system, I think you could minimize risk by changing it to an Association. The
alternative is paying me something like $10,000 to prepare documents, then getting audited financials every year,
plus other costs, which may be out of reach." (end quote, end of franchise idea!)
It took lots of creative problem solving to work it all out.
We formed a committee of Chapter Owners to help answer some difficult questions: What about those Chapters who
were there first? Should they take what they want and leave the left-overs to the late-comers? Should we sell
territories to those who want to expand? Can Chapters place independent contractors or employees any where
there's not a Chapter?
In the end, decisions had to be made based on what would be fair for all chapter owners, not just the ones who got
there first.
- Equitable division of the states was solved by a formula we call the "CAP Score," that determines what
population density one MnemeTherapist cover. - Too many MnemeTherapists in one area and the inability to assign service areas was addressed by having a
registry where students and Owners can list the service area that they plan to or are servicing. Applicants
must view the Registry before applying and are told that if there is a Chapter there, that they are applying to
work for the Chapter. Note: The registration is handled as part of the day to day operations of the
Management Company, but issues that might arise might be brought before the council if contested. - Royalties became dues and tuition payment became the Membership fee. This benefited everyone due to the
fact that Professional Membership fees and dues are tax deductible. - Independent contractors could become Associate Members and pay the $500 fee which included training and
certification. - Counties in the service area must be touching. No ICs could be placed outside the original service area.
- We decided to ignore the lawyer's warning of the 14 forbidden states (states that had a reputation of ruling
against business opportunities) by changing the wording of the Contract to include that the signer agreed not
to take us to court for any reason. That was my "We will not proceed in fear" speech.
It wasn't happily ever after for everyone. Not everyone got what they wanted. There were misunderstandings, hurt
feelings and scathing e-mails. I made some major blunders and I took the criticism as my due.
Plan B
The questions continued of the legality of what we were doing, so we contacted another law firm who agreed with our
detractors. They asserted that we were violating the hidden franchise laws by everything we were doing.
After debate and some digging, we determined that franchising was financially impossible. In additional to a start up
cost around $8-10,000, it would cost "tens of thousands" of dollars to annually maintain it. We had to come up with
another solution.
The problem was the licensing of the name Art Without Boundaries, calling ourselves "Chapters" and allowing
members to register where they intended to work, in essence, protecting a territory. We engaged another attorney to
rewrite the contract and guide us into a professional association model with the express purpose of training,
certifying and providing continued education.
The AWB Council, Board of Directors and Association Management Company formed a steering committee to guide
the Association through this process. The AWB Council was merged into the Directors, allowing for Members to join
in the decision making process. The ratio is more NON-MEMBERS than MEMBERS.
Q: What are the regular responsibilities of the Board?
A:
- Provide direction Governing is all about checks and balances. With both members and non-members on he
board, you can be the keepers of the BIG PICTURE. You will also serve as a court of appeals in a sense,
interpreting policy to keep us on track. - Hold the Association Management Company fiscally accountable. Even though we are a virtual
organization, we still handle donations and pay bonuses to recruiter and mentors. It is your job to look over my
shoulder and make sure that I am doing it right. You may want to review how we handle and report the
finances. Show me the money - Make sure that you know the Big Picture. Spend some time on our website http://artwithoutboundaries.
org and learn our mission and purpose. Read about the documented testimonies and find out how we are
impacting communities around the country. We also have an AWB blog if you would like to have a stroll down
memory lane. http://artwithoutboundaries.blogspot.com I post most of the educational and current things on
the apprentice blog if you want to look at that:http://awbapprentice.blogspot.com - Be responsive. You will be included in all the organization-wide emails. Please try to read them and welcome
new apprentices with a few words, letting them know you are on the board. We vote and meet virtually. Please
respond quickly to requests for a vote. Use the code provided for our records. If you are not clear about the
two sides of the issue, please call me for clarification 561-460-2791. Please respond quickly to a request for a
conference call. We will try to accommodate your schedule, but since there are so few board members, each
one must be present for a quorum.
Here's the email address if you want to ask some questions. I will send them out to the whole group with answers (if I
have them,) or to ask for a consensus if I don't. mneme1@gmail.com
- Be fair to all in your decisions
- Remember my vision
- Go make a difference!
Index to AWBA Documents
AWBA Bylaws
AWBA Financials
Members Agreement
Code of Ethics
AWBA Bylaws
AWBA Financials
Members Agreement
Code of Ethics