BMW Motorcycle Owners of America
P.O. Box 3982, Ballwin, MO 63022
voice: (636) 394-7277 fax: (636) 391-1811

April 2000 Board Meeting

Minutes of BMW Motorcycle Owners of America (MOA)
Board of Directors Meeting held April 22-23, 2000 in St. Louis Area

President Paul Glaves called the meeting to order at 8:30 am.   In attendance Jim Shaw, Vice-President, Rob Lentini, Treasurer, Deb Lower, Secretary, Directors George Glascock, Don Hamblin, Tom Harbrecht, Matthew Parkhouse, absent Ted Verrill. Staff in attendance included Marilyn Roberts, Tammy Leuthauser.   Contractors in attendance included Ed Youngblood, Sandy Cohen, Ray Monroe, Nancy Sulfstede, Allie Bonvie and Susanna Parkhouse. Volunteer staff in attendance included Sue Rihn-Manke, Greg Hutchinson, Karol Patzer, Larry Stonestreet and members Mae Glascock, Floyd Hoffman and Al Cohen.

First order of business was the approval of the minutes from the January meeting and for the February 29, 2000 teleconference.   Rob Lentini moved, Jim Shaw seconded approval of the January minutes. The motion was approved.

Paul Glaves presented an overview of the action items from the teleconference. Those items were the withdrawal at this time of the CD-ROM project and the provision of a $25 gift certificate to the 4 members who provided their magazine libraries for the project. The approval of the Staff Development/Training policy and the formation of the Executive Search Committee comprised of Jim Shaw, Matthew Parkhouse, Deb Lower and Ed Youngblood. Tom Harbrecht questioned the legality of the teleconference meeting, as written notice was not provided.   Paul reviewed the by-laws and said that the Board had received verbal notification of the teleconference at the last meeting, and technically it is correct that there was no letter. After Tom understood that there is no requirement for membership notification of a Special Meeting, he withdrew his objection. Deb Lower moved approval of the teleconference minutes, Matthew Parkhouse seconded the motion and Tom Harbrecht abstained from the vote. The motion was approved.

Deb Lower requested clarification on Ted Verrill's absence. Paul informed the board that Ted had not notified him of not being able to attend the meeting, although he had said it may not be feasible, and he sent no proxy.

Volunteer Committee Reports were the second order of business. Greg Hutchinson, Club Coordinator, reported that 173 charter club renewals have been processed, the website needs to be updated, there are information requests from two new clubs; and the May issue of BMW Owners News has an article on the history of the chartered clubs. Additional articles will follow about various clubs.

Sue Rihn-Manke, Ambassador Liaison, stated she had requests from seven (7) ambassadors about the release of the minutes from the last Board meeting. Deb Lower explained that the minutes did not get drafted by Marilyn until later than usual due to the organizational changes at the office. However, the summary of the major actions at the January meeting was sent out immediately to Ambassadors and appeared in the magazine. Greg Hutchinson said no chartered clubs requested the minutes and the office had no requests. The Board discussed the release of the unofficial version of the minutes prior to their approval. As occurred in October and January, a summary of key items will be sent to Sue and Greg for release to ambassadors and chartered clubs. Deb Lower will prepare the summary in .pdf format, and it will contain a disclaimer that the summary is not the minutes.   The summary will be mailed and also appear on the website. The approved version of the minutes will appear on the website two weeks after Board approval.   Sue invited the Board to respond to an invitation to the Ambassador Dinner, as seats are limited. Ed Youngblood, management staff and others, as Sue deems appropriate, will be invited to attend the dinner. BMW NA has four spaces reserved for the Ambassador Dinner and the rally is paying for their tickets. Sue reported the Ambassador business cards have not yet arrived.

Sue Rihn-Manke, Rally Chair, suggested that at the Town Meeting held at the Rally the Board, office staff, volunteer staff be introduced. Paul Glaves said he has received concerns from vendors about the vendor fee and additional amount for insurance. Sue is to check on the correspondence sent to potential commercial vendors. Board is requested to participate in working a shift at Beer Garden on Friday night; attend the 4:30 pm Monday volunteer reception; and Sue informed the Board there will be only one OEM present at the rally, BMW NA.

Ed Youngblood presented a report on the BMW MOA Foundation. Ed had just met with Clark Luster and the licensing agreement has been executed, applications have been filed in Pennsylvania to incorporate the Foundation and with IRS for tax-exempt status. Draft language for Question and Answer brochures has been prepared. Each board member is to submit 25 names by May 15 for consideration as members of the Board of Trustees. The process is the Board will submit names to Marilyn Roberts, by Friday April 28, so the names can be put into a packet for presentation to Clark. The Board of Trustees will be comprised of 100 individuals; at least 75% must be BMW MOA members. The BMW MOA Board of Directors will appoint 2 BMW MOA members to the Executive Committee of the Foundation. A story about the Foundation is requested to appear in the July issue of the BMW Owners News.   A meeting of the Board of Trustees will be held on Wednesday, July 12 at the rally site. Clark and the current and past BMW MOA presidents will numerically score individuals whose names are submitted for inclusion on the Board of Trustees. The top scorers will be considered for membership on the Executive Committee. Ed requested comments back to him on the Question and Answer sheets. A half-page ad on the foundation will appear in the Rally Program and is due by May 1st. Vivid Image has prepared draft Foundation logos for consideration and a budget is needed for graphic design, layout, printing. There is a seminar scheduled at the rally for a discussion of the Foundation. The Foundation is a separate legal entity but it will have a close tie to BMW MOA.

Ed Youngblood presented the reports he has prepared for the Board. He emphasized that the BMW MOA board is high functioning, has a clear focus and he has had tremendous staff support. The previous boards have compiled a lot of research, including the Drake Reports, Attitude Research's study conducted with members, and most of data needed for making decisions is available.   However, there is little internal data on the membership. Software programming needs to be done to know what the response rate is for renewal notices.   Basically, BMW MOA has no marketing program and success is driven by the morale of members and the biggest tool is the magazine. The Board, staff and members have done a good job with the association.

Ed Youngblood does recommend a better description of board responsibilities, including the trustee's fiduciary responsibility. The development of a leadership training program could be a prestigious addition to the association benefits and development of a comprehensive awards program showing increased support of board and paid staff by the strong volunteer leadership.

Ed Youngblood discussed his review of the Association's Operating Ratios. Success needs to be measured against the organization's mission. BMW MOA income is from dues, rally and advertising.   The key is to keep dues below 50% of income. However, the economy effects advertising and may also affect rally, but it probably won't have much of an effect on the membership base. In the short term BMW MOA is in good shape, but in the long term the association is vulnerable as a commitment is being made to spend more dollars on running the association. In comparison to other associations, personnel costs are currently below while printing and postage are much higher, however the magazine is a vital part of member benefits. A strategic plan is needed to raise retained earnings and increase needed reserves. A two day meeting in late November or first of December is recommended to guide board through strategic planning with identification of strengths, weaknesses, opportunities and threats. The board needs to be working 3 years out and has to come up with strategies for developing non-dues income and plan how to address the future need for a dues increase.

Karol Patzer reported on the Mileage Contest. This year the time period was extended by two weeks. There have been a few comments. When there is another BMW MOA survey, a question could be included about the mileage contest.

Ray Monroe reported on Advertising issues.   Ad revenue looks good for magazine and for the Anonymous Book. The format for the rally ad chartered clubs provide for the magazine needs clarification and Greg will be putting information in the club packets. A question was asked about advertising rate. It was reported that about every two years there is an increase. The last one was for 2000 and was 8%. The next increase will probably be in 2002.   Sandy Cohen reported that a cost/1000 readers survey was conducted in February.   BMW MOA is a little on the low side for advertising in comparison to other magazines, but we have a target population.

Paul Glaves allowed Bob Hammond from the National Off-Highway Vehicle Conservation Council to make a brief statement about that organization. In December a non-solicited proposal for collaboration and financial support had been presented to the Board. The proposal was not acted upon at that time. The presentation was not a request for funding.

Ed Youngblood continued his reports by reviewing his comments on the Drake Reports. He believes they are useful discussion documents with a few exceptions that are specified in his report. Ed believes BMW MOA needs a strategic plan that could be used for staff and board orientation. The previous plan was not developed using a common process by each group.

Ed Youngblood reported on BMW MOA investment program that he stated is a good one. However, steps need to be taken to continue it into the future. He recommended development of a comprehensive investment policy by the end of the year. He suggested taking the management strategies Rob Lentini has been providing and train other officers or volunteers.   Comprehensive investment policy models may be available through ASAE.

Ed Youngblood recommended the Board prioritize issues with the first and foremost being dealing with recruitment and hiring of an executive director. He suggested that the Publications Committee, from the name, focuses on print media when a communications committee would emphasize print and electronic. Marketing is a function needed within the organization. The staff does not know why members do not renew. In the future there may be a need for a staff marketing position to encourage growth, development of non-dues income and customer service. Board members expressed interest in developing cost-effective growth that ties into the mission of the association. The Board also needs more detailed financial projections. The rally net income is known very late in the current fiscal year and there are limited means to respond to a potential loss of revenue. One suggestion is to modify the starting date of the association's fiscal year. A draft Black Friday policy (for investments) has been developed and reviewed by Finance Committee. For handling the multi-year memberships, a full accrual method of accounting may be more appropriate for the association. A Leadership Training Program is not necessarily needed at this time but is something to consider.

Ed Youngblood suggested testing a 3rd renewal notice/exit interview. The notice would include a letter from President, 3rd and Final Notice form requesting renewal or narrative reasons for non-renewal, with a stamped return envelope. The current renewal systems are the same for 1st and 2nd notice and the forms do need to be redesigned. The Board discussed setting up an account where we would only be charged for letters returned.

Jim Shaw moved, Matthew Parkhouse seconded that the Board authorize staff to work with Ed Youngblood to institute a 3rd Renewal Notice/Exit Survey on a test basis for 1,000 names. Motion was approved. Ed will work with Tammy Leuthauser on this project.

Ed Youngblood also recommended the renewal forms capture member's e-mail addresses. Another recommendation was for the Board to consider being elected as a whole and for the Board to determine which board members would serve in officer positions. The Board thought this could be a question on a survey to obtain member input on this type of a change. It was suggested that a member survey be done in early 2001 or 2002 at the latest. The BMW MOA policies need some work but it is not urgent and would be a task to undertake after an Executive Director is hired. Another recommendation was the possible development in the future of an Awards Committee to develop a comprehensive approach to providing awards and incentives to notable members and volunteer leaders.

A motion to adopt the “Black Friday” language in Ed's proposal was made by Rob Lentini, seconded by Tom Harbrecht.   The motion carried. The language is the following:

In regard to the management of BMW MOA investments, a three-person Finance Committee shall be empowered to act with the full authority of the Board of Directors until such time as said authority shall be revoked or amended by the Board of Directors, provided that:

A)   All committee members have been notified of action pending by the Treasurer and Chair of the Committee; and

B) A report describing action taken and the circumstances leading thereto is submitted promptly to the Board of Directors, the Association Bookkeeper, and the Chief Executive Officer.

If all three members of the Committee are unable to convene simultaneously in person or through telephone conference within twelve hours after the Chair has made a diligent attempt to serve notice of action pending, the Chair shall have the right to authorize action either by polling members of the Committee individually through any available means of electronic communication, or receiving the vote of one other member in support of the proposal at hand.

Jim Shaw requested a timetable from Ed on what we need to do. Ed said he could provide a timetable but it would be contingent on meeting deadline for hiring an Executive Director and moving forward with the strategic planning process.

Publication Committee report began with Sandy Cohen, Managing Editor, providing a report of her activities since the January Board Meeting including going to Berlin (trip paid for by BMW) to see F650GS line, attending the Dealer Expo in Indianapolis, going to Tucson for intro of F650GS, going to Daytona for Bike Week, going to Branson for Internet Riders meeting. A tracking system has been developed for members who report problems with receiving their magazine. It has been determined that some members do not have the extra 4 digits on the zip code which speeds up mail delivery. There has been a vigilant effort to reduce the Accounts Receivable debt and a system is in place. Advertisers are now signing contracts and advertisers who are not responsive to paying their advertising bill are being pulled from the magazine. Collections are up. The Anonymous Book is going to be mailed on April 24th and a copy of the Book was provided to those at the meeting. The Rally Program is going to be printed by Color Art and the due date for advertising and content is May 1. When & Where section on the web has been updated by volunteer Steve Huber. Printable forms for ERC, Pre-Registration, Membership and Mileage Contest are on the web. Promo items of BMW ON t-shirts were given to BMW NA management staff, to advertisers and the Board. Rider magazine is trading ad space with BMW Owners News. The general state of the magazine is very good.

Don Hamblin presented the Rally Video Policy to address an issue Sue Rihn-Manke brought before the board. Deb Lower moved and Jim Shaw seconded that the Rally Video Policy be approved as presented by the Publication Committee. Motion carried. Until revised, BMW MOA's policy on the making and selling of videos of our National Rally is as follows:

BMW MOA will not sponsor, authorize, grant exclusive rights, approve, nor prohibit the making and selling of video productions at this time. Professional videographers must gain access to the rally by advance permission of the rally chairperson and by permission of the security chairperson on each occasion of entering and leaving the grounds. Disruptions of the rally proceeding will not be permitted, and will be grounds for expulsion.

The rally chairperson shall have the sole authority to refuse permission of any or all video making activities on the rally grounds while BMW MOA occupies them, and BMW MOA will consider the rally chairperson's decision as final. Production personnel will be required to have, and may be required to show evidence of insurance coverage in force and will be required to indemnify BMW MOA and its members and rally participants in writing prior to admittance.   Admittance to the rally grounds without showing evidence of insurance and indemnification's as above shall not be deemed a waiver of these requirements.

Video production companies and/or personnel acknowledge that they are granted permission under the same terms as members of the press; they are not paid attendees, nor are they present for the benefit of BMW MOA.

Video productions known or reasonably expected to be detrimental or contrary to good public relations of BMW MOA shall, among other possible causes, be cause for refusal or admission to or removal from the rally grounds.

The BMW MOA name, logo, and associated trademarks are not to be used in any form except by advance written permission of the BMW MOA Board of Directors. BMW MOA, inc. retains exclusive rights to such trademarks and insignia.

To offer video recordings for sale or to take orders on the rally site during the rally for such requires a vendor permit as per BMW MOA requirements and fees.

Finance Committee report presented by Rob Lentini. The BMW MOA financial situation remains good. The accounts receivable income recently obtained has not been included in the statement. Investments are for the long term and did show a reduction during the recent market drop. The Finance Committee did discuss taking action during the market decline and feels that staying in the current investments is the appropriate strategy. There is over $190,000 in the bank and total assets are just over $1 million dollars. The goal is to have enough cash reserves to cover three to six months of operating expenses. The auditor's report has been received and Rob will prepare a financial report for the magazine.   The current by-laws state the Treasurer shall cause to publish semi-annual financial statements. The language could possibly be changed in future by-law revisions to change the frequency. Sue Rihn-Manke, Nancy Sulfstede and Rob will, as quickly as possible after the rally and probably by the third week of August, be able to provide a July report to determine the net income generated by the rally and impact on the budget.

The Board adjourned into Executive Session at 5 pm and reconvened on Sunday morning at 8 am in Open Session.

Rally Committee report included an update on the Rally Manual being compiled by Susanna Parkhouse. This manual will always be a work in progress, more examples are needed, and there are additional office policies to include in the manual. Susanna suggested development of a questionnaire to be completed shortly after the rally by the rally chairperson(s) to assist future rally chairs. The Rally Manual will be ready for use by 2001 Rally. Paul Glaves stated his intention to have Susanna Parkhouse serve as Rally Liaison for at least a one-year period to have responsibility for overseeing the maintenance of the rally manual until the function is transitioned to the Office. George Glascock moved, Deb Lower seconded that Susanna Parkhouse be appointed as Rally Liaison, a volunteer staff position.  Motion carried.

Operations Committee report included Tammy Leuthauser's recommendations to hire a company to provide cleaning services for the office, which had been provided by staff for a nominal reimbursement. Jim Shaw moved and Rob Lentini seconded the motion to ratify the recommendation to approve expenditure for biweekly cleaning service for the BMW MOA office. Motion carried.

Marilyn Roberts presented the Payroll service proposal. Deb Lower stated the Operations Committee appreciation of the detailed cost-benefit analysis prepared for the committee and board's review.   Deb Lower moved and Rob Lentini seconded the motion that BMW MOA accept the payroll service proposal presented by staff. Motion carried.

It was reported that the vacation leave policy is being changed so staff can take vacation leave in minimum increment of one hour.   If this change becomes a problem for office coverage, it will be discussed at a future board meeting. Tammy and Marilyn said a part-time staff person will be hired to help during the rally rush and during Becky's maternity leave, which is planned for six weeks and starts before the rally. Marilyn reported the Union Planter's Account will be closed as soon as the few checks that haven't cleared are reissued with a letter notifying the individuals that the check replaces the one written on the other account.

Consumer Liaison Report was presented by Rob Lentini. The number of contacts has declined but there are still several issues.   Rob has had good response from Pat Raymond at BMW NA in dealing with questions, but staff at this time does not wish to participate in a warranty seminar at the national.   However, a seminar may be held without BMW NA participation. Mobile Tradition has provided a CD of the remanufactured parts for older models.

Board adjourned into Executive Session at 9:30 am and reconvened in Open Session at 11 am.

Ed Youngblood has recommended that the Ambassador nomination process be modified in the following manners. A preamble is to be added to the nomination form that provides the award criteria for the individual(s) preparing the nomination packet and will cite the reference for obtaining any additional detail about the process. Suggested language includes:  The position of   BMW MOA Ambassador is an award of honor and high responsibility. It is conferred upon individuals who:  1) have demonstrated a history of service, leadership and volunteerism to the BMW motorcycle owners community; 2) have performed at least one set of important service to the BMW motorcycle owners community; 3) have the qualities of personality and character that create harmony and fellowship within the BMW motorcycle owners community, and 4) have some ability to continue to act in the service of the BMW MOA.    The form below should be filled out as completely and accurately with these criteria in mind. At the end of the nomination form, language similar to the following will be added:  The Board will take no action on applications wherein it believes it has been subjected to coercion, lobbying, or any form of inappropriate pressure on behalf of the candidate in question.       Deb Lower moved and Tom Harbrecht seconded adoption of the recommendation to modify the Ambassador nomination form. Motion carried. Ed will work with Sue (who was not at the Sunday board session) to modify the form.   Board members emphasized self-nominations are not accepted; requested phone number be included with the signatures; stated that nominations could be broad based or that they could be from a club.

Ed Youngblood presented to the Board an estimate of the BMW MOA Foundation's publication budget needed to present initial information on the Foundation to the membership and others. The $17,000 estimate includes creative development and layout of four brochures and printing. The brochures are a Question and Answer document for clubs, ambassadors and the rally; a general information brochure; a brochure for clubs; and a planned giving brochure.   If approved, this expenditure would be a loan to the Foundation that could be partially or totally written off as a contribution to the Foundation. Tom Harbrecht moved and Jim Shaw seconded to authorize expenditure subject to Board's further deliberations at the end of the year. Motion approved unanimously.

Paul Glaves reported that Rob Lentini has resigned from the Publication Committee as he has numerous responsibilities working on financial issues for the association. Paul asked for volunteers and received none, so he will take Rob's place on the Publications Committee.

Paul reported that Jim Shaw and Tom Harbrecht are designated representatives of BMW MOA Board to serve on the Executive Board of the Foundation. He reminded all Board members to send 25 names for Board of Trustees to Marilyn as soon as possible.   Greg Hutchinson suggested that the Club Coordinator and the Ambassador Liaison be on the Board of Trustees to facilitate communication between the Foundation, the ambassadors and the chartered clubs.

Jim Shaw moved and Rob Lentini seconded Motion to adjourn.  Motion carried. Board meeting adjourned at noon.

Respectfully submitted,

Deb Lower
BMW MOA Secretary
April 28, 2000
Reviewed by Marilyn Roberts
BMW MOA Executive Assistant

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