Enamelist Society - BofT Minutes -
[Cached Version]
Published on: 10/22/2002
Last Visited: 11/6/2006
Email from the Board of Trustees to Woodrow Carpenter
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Mr. Woodrow Carpenter serves as both one of The Society's Trustees and also the publisher of Glass-On-Metal.Since there is a potential conflict of interest involved in holding both positions simultaneously, Mr. Carpenter played no role in the discussions and decisions leading to the creation of the Board's letter or the resulting changes of policy.While he had a final vote, like all Trustees, on whether or not to send out the enclosed letter, it could not be expected that the letter would represent his point of view.
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In the first four years, three of the first six Trustee positions, and then three of nine, were held by Mr. Carpenter, of Thompson Enamel, and two of his employees.For the same first four years, Mr. Carpenter was President and one of his employees was Sec./Treasurer.While all the Trustees were elected to office, one of the most significant original By-Laws stipulated that the only way to run in an election for the position of Trustee was to be nominated by the existing Trustees.This form of Board selection has much greater resemblance to the model of a closely held, private corporation than it does a democratically governed, membership based, participatory, non-profit organization.
In some fashion, which is not clearly documented, GOM became the magazine of The Enamelist Society.In an article appearing in the August 1999 issue of Glass-On-Metal entitled "How Our Society Was Formed," Mr. Carpenter writes on Page 33: "One morning early in 1986, I entered the office of Tom Ellis, who was now editor.Both Tom and Martin Hanson were there.I announced we were going to form a society to be called 'The Enamelist Society' and turn Glass-On-Metal over to them as their newsletter."In the next paragraph, he writes, "Color issues of 'Glass-On-Metal' started with the December 1987 issue.
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At these meetings issues about GOM were discussed, in addition to other aspects of Society activity of concern to Mr. Carpenter.
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In the meantime, editorial and publishing control of GOM are still held exclusively by Mr. Carpenter.But now there is a new criticism made of the Board by Mr. Carpenter, namely that the Board spends too much of its time and resources on conferences and related activities that are described as serving a smaller percentage of Society members than GOM claims to serve (see enclosed email).
Without informing the Board, sometime in 2000, Mr. Carpenter instituted a trademark application on the name, "Glass-On-Metal," that reserves all rights to use of that name to himself and Thompson Enamel.The Board discovered this action at such a late date that the United States government's review time for the application had almost expired.The Board consulted with legal counsel as quickly as possible.While most Board of Trustee members felt that The Enamelist Society had a reasonable chance of successfully challenging the application, the Board recognized that The Society clearly did not have sufficient financial resources for a challenge and decided reluctantly not to pursue such an action.
Today, two years later, Mr. Carpenter now claims that the magazine, not just the trademarked name, is completely the property of Thompson Enamel, Inc. and that The Society has no rightful claim.In his 8/13/02 email, he states that he will publish GOM on his own if the Board of Trustees does not pay for an increase in the number of issues published and provide him with material from conferences for magazine content. (Please see the enclosed emails.)
Decision:
After these latest communications in the enclosed emails, the Board of Trustees has reached a point where it feels it can no longer sanction this relationship with Thompson Enamel and Mr. Carpenter.
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The Board of Trustees again realizes The Society does not have the financial resources to challenge legally Mr. Carpenter's current claims of total ownership, even though many of us think that a very strong case could be made that The Enamelist Society owns the magazine and rights to it.
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8/13/02 email from Woodrow Carpenter to the Board of Trustees.
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9/19/02 email/letter from the Board of Trustees to Woodrow Carpenter.
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Mr. Carpenter, the Board of Trustees has spent considerable time and effort in making the above decisions.
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