BMW MOA Board of Directors Meeting
Present: Paul Glaves, President; Jim Shaw, Vice President; Rob Lentini, Treasurer; Deb Lower, Secretary; Directors Don Hamblin, Matt Parkhouse, Tom Harbrecht, George Glascock; Barb Zingre, Association Manager; Sandy Cohen, BMW Owners News Managing Editor; Ray Monroe, Advertising Director; Nancy Sulfstede, Bookkeeper; Clark Luster, BMW MOA Foundation; Roger Wiles, BMW MOA Foundation; Sue Rihn-Manke, 2000 National Rally Chair and Ambassador Liaison; Susanna Parkhouse, Rally Manual; Ed Youngblood, Consultant and Members Mae Glascock, Al Cohen.
Call to Order Paul Glaves
Approval of Agenda: Paul announced that the board would go into executive session at 10 a.m. The agenda would be followed with volunteer committee reports presented after the Association Managers report.
Approval of Minutes: MOTION by Rob Lentini, second by Jim Shaw to approve the October 1999 open session minutes and the December 1999 teleconference call minutes as presented in the board books. Voice vote: 7 yes. Motion passed.
Association Managers Report: Barb Zingre reported the expenditure of $1041.05 questioned at the last board meeting had been a mistake in coding expenses. The correction is now reflected in the financial statement. Membership ended 1999 with 31,659 total members; 5000 new members; growth rate of 7% and retention at 89%. Paul Glaves stated Strategic planning would be revisited at a future time. Jim Shaw requested that BMW MOAs new slogan, BMW MOA the essential BMW motorcycle accessory appear prominently on the masthead or cover of the magazine. Sandy can insert house ads; t-shirts have been made and are available in the Country Store. Regarding the CD-ROM project, Barb reported that she has an unsigned contract and explained the problems that are holding up the project. The 1999 audit, performed by Wolfe, Nilges and Nahorski, has begun and should be completed in April. Cost will be $6400 to $7200. Barb worked with the Operations Committee to finalize a new database security/release form and database backup procedures (an offsite bank safe deposit box). Deb Lower stressed that the Operations Committee had added strong language to the form, indicating that release of the database by an employee is cause for immediate termination, and release by a contractor is cause for immediate termination of his or her contract. The decal inserted in the BMW Owners News for membership promotion cost $16,768.36. The cost represented 42,000 produced, of which 30,521 were mailed to members. The remaining decals will be sold at the National Rally, then put into the Country Store to sell for $1 each to offset the cost. The other membership promotion was the $5 off promotion for Country Store. The change in publisher of the magazine from BMW Motorcycle Owners of America Publications, Inc. to BMW Motorcycle Owners of America, Inc. has been made. The proper forms have been filed and letters have been sent to the Publications Committee and the Managing Editor. Jim Shaw asked about BMW MOA Publications, Inc., stating that we must make sure the corporation doesnt cost us any money before it is done away with. Paul replied that the motion to dissolve BMW MOA Publications, Inc. was made at the October 1999 board meeting and we will proceed after the matter is taken care of at the post office and the disclosure is done in the magazine. Paul referred this to the Publications Committee.
Volunteer Committee Reports
Club Coordinator Greg Hutchinson submitted a report by mail. Paul said he would refer items needing action to the appropriate board committees.
2000 Great Lakes International Rally Sue Rihn-Manke reported that she, Susanna Parkhouse and Karol Patzer went to Midland in November and did a walk-through of the Fairgrounds with the Fairgrounds Manager. Buildings that were not in the original contract were added at no additional charge. As a result, except for registration, no tents will be needed. Letters have been sent to the committee chairs informing them that they may arrive on the rally grounds on Monday, July 10. The board is invited to arrive on that date, but the general membership should not plan on arriving until Tuesday, July 11 if they are going to help with set-up. There will be a reception for volunteers, committee chairs and the board on Monday, July 10 at 4 p.m. Sue asked everyone to please remind members and guests that day passes will not be available. The recent rally chair gathering in Colorado Springs was very helpful and Sue recommended that it be encouraged as a future practice. In response to a question from Paul, Sue responded that there are not many committee chair vacancies. Bob Beach has stepped in to head the flea market committee chair vacancy. Half of the recycling funds will go to the BMW MOA Foundation (MOAF). The BMW MOA office will be sending to each chartered club letters promoting volunteerism. Rally videos have been sent to the Ambassadors. Sue will look into expanding awards to clubs that get their members to volunteer. Matt Parkhouse asked about a computerized method to determine the percent of local club members who volunteer. Sue replied that John Petty and Ted Verrill were spearheading a computerized registration that may smooth the process, plus identify number of club members who volunteer.
BMW MOA Foundation Clark Luster reported that the naming process has not been completed because BMW MOA attorney has yet to agree to the conditions of the licensing agreement. Once approved, it will take 2 weeks to incorporate and 3 months for IRS approval. Paul will deal with our side of the issue and will do what he has to do to have the licensing agreement executed and report the status to the board within 2 weeks. Clark stressed that before the Foundation can become active, a board of directors must be appointed. Seventy-five percent of those board members must be BMW MOA members. Roger Wiles presented a financial report for January 23 to December 31 of 1999. MOAF money is in a special holding account until the Foundation is officially incorporated. Sue Rihn-Manke requested that the board approve reimbursement of Clark and Rogers expense to attend the meeting, but Clark and Roger respectfully declined the offer.
At 10 am the board recessed and entered into executive session.
At 5 pm the board reconvened in Open Session. Paul announced that, as a result of an annual evaluation conducted by the board, Barb Zingre is on paid administrative leave. In a separate action, the board has retained Ed Youngblood as a consultant to BMW MOA. Mr. Youngblood will not be permanent executive staff now or in the future. Paul expressed the boards confidence in the competence of the paid staff during the search for a new CEO.
Consumer Liaison Rob reported that complaints are settling down, and most still concern dealer service and customer relations. Rob has an improving relationship with Pat Raymond of BMW NA. A national rally seminar dealing with the warranty process has been discussed.
MOTION by Don Hamblin, second by Deb Lower to table discussion of the revised election policy. Voice vote: 7 yes. Motion passed. The election policy change can be incorporated with the other policy discussions and can wait for Ed Youngbloods input.
No bylaws changes had been proposed so that item was deleted from the agenda.
Regarding who is authorized to sign BMW MOA checks, the bylaws state that checks must
be signed by any of the officers or their designated agent. Paul indicated that the 1995
board took action to designate the Association Manager as the officers
Paul chose not to pursue at this time discussion relating to access to executive session minutes.
Board Committee Reports
Rally Committee. Matthew Parkhouse reported that a rally meeting comprised of past rally chairs and office staff was held recently in Colorado Springs. Responsibilities were determined for rally chair, publications, board, and committee chairs.
Susanna Parkhouse reported that the rally manual is finished except for some rewriting and policy approvals. Susanna submitted a document of proposed policies. Proposed rally policies are:
I. VENDOR/PARTICIPANT PARTICIPATION AT THE BMW MOA NATIONAL RALLY
BMW MOA retains the right to deny vendor privileges to any vendor, before or during a BMW MOA National Rally, if the vendor submitting a request to vend poses a risk, real or implied, to the success of our event or the safety of participants in our event. Vendors asked to leave during an event will comply promptly and forfeit any fees they have paid. No vendor will be allowed to vend at the BMW MOA National Rally if he/she is in arrears for advertising in the BMW Owners News or Anonymous Book. Additionally, if a vendor is in arrears, he/she may not present a seminar. As a private individual, however, if he/she pays the entrance fee to the National, access will be granted, despite the outstanding advertising sums owed to BMW MOA. The Rally Chairperson(s) has the discretion to ask any participant at the National Rally to leave if his/her behavior is deemed inappropriate or interferes with other attendees enjoyment of the rally. The action must be well documented. Rally admittance fee will be forfeited. The Rally Chairperson or his/her designee has the only authority in the decision to evict a rally attendee from the National.
II. SELECTION OF VENDORS
Selection of vendors for the National Rally is at the discretion of the Rally Chairperson(s) and/or the Commercial Vendor Committee Chair. Selection of vendors should be based on ability to service the attendees and to provide a quality product. Selection should not be based on whether that vendor is or is not a MOA member.
III. BIDDING POLICY
Purchases for the National Rally which exceed $2000.00 in cost must be sent out for bid, where possible. This includes such items as t-shirts, tents, tables, chairs, pins, patches, golf carts, radios, transportation of supplies to the rally, fencing, wrist bands, etc.
IV. SELECTION OF RALLY SITE/APPOINTMENT OF RALLY CHAIRPERSON(S)
The Board of Directors of BMW MOA will, no less than fifteen months prior to the event, select a National rally site and appoint a National Rally Chairperson(s).
V. ELIGIBILITY FOR MAJOR PRIZES
Any person who pays the full rally fee is eligible for major door prizes. MOA staff or contractors whose expenses are reimbursed to attend the rally are not eligible. It is at the discretion of MOA officers and directors whether they submit their door prize tickets.
VI. PAYMENT OF REGISTRATION FEE AT NATIONAL RALLY
All persons attending the BMW MOA National Rally will pay the required entry fee (either pre-registered or at the gate). This includes the Chair Person(s), Committee Chairs and Board Members. Exceptions to this include local residents who are working at food booths, site personnel, some news media and local dignitaries who are at the event for a short, specified period of time. The final decision rests with the Rally Chairperson(s) or their designees. If MOA office paid staff and/or contractors are designated to be at the rally and working, then the MOA will cover the cost of their registration.
VII. DAY PASSES
Day Passes will not be allowed at the National Rally. This information will appear prominently in the Owners News for at least the last four months prior to the National. The information will be posted prominently at the entrance to the rally site.
IX. RALLY PROGRAM ADVERTISING
The BMW Owners News Advertising Manager is the Coordinator for all advertising within the Rally Program. The Advertising Manager may, if warranted and his/her schedule permits, make a trip to the rally site to solicit advertising from the local businesses. However, the Advertising Manager must coordinate all activities and solicitations through the Rally Chairperson(s)
X. RALLY PROGRAM - PRODUCTION
The Rally Chair has responsibility for content and pre-production approval of the final rally program. The Editor of the BMW Owners News is responsible for editing, layout, production, and printing of the program. Scheduling and coordination with the editor should begin as soon as possible in the year leading up to the current national rally. All contributors to the program must submit their material well in advance, usually two months prior to the start of the rally. The program is sent to the printer four weeks before the rally date. Delivery of the program to the rally site must be guaranteed at least three business days before the beginning of the rally.
XI. RALLY PUBLICITY IN THE BMW OWNERS NEWS
The Editor will assist rally chair(s) in marketing the rally with BMW Owners News magazine insertions. Schedule amount of space required as early as possible for the best continuous member exposure. Pre-registration forms will be inserted in the magazine for the two months priors to the rally pre-registration deadline date.
MOTION by Matthew Parkhouse, second by Tom Harbrecht that the proposed rally policies less policy number VIII be included in the rally manual. Voice vote: 7 yes. Motion passed.
Policy number VIII is Awarding of Major Prizes at the Awards Ceremony. Following are three different ways the awarding of major prizes policy can be presented to the Board of Directors. The Rally Manual Committee members and a polling of other MOA members failed to reach a consensus on any of the three versions.
1. Attendees must be present at the Awards Ceremony in order to win the motorcycle(s) purchased by BMW MOA. The exceptions to this are those volunteers working during the time of the ceremony. Their names will be collected by the Rally Chairperson(s) or designee, a list to be furnished to the Master of Ceremonies. Other major door prize contributors have the discretion of setting policy on whether the winners of their prizes must be present to win.
2. Attendees, or their designee with the winning ticket, must be present at the Awards Ceremony in order to win the motorcycle(s) purchased by BMW MOA. The exceptions to this are those volunteers working during the time of the ceremony. Their names will be collected by the Rally Chairperson(s) or designee, a list to be furnished to the Master of Ceremonies. Other major door prize contributors have the discretion of setting policy on whether the winners of their prizes must be present to win.
3. Attendees need not be present at the Awards Ceremony in order to win the motorcycle(s) purchased by BMW MOA. Other major door prize contributors have the discretion of setting policy on whether the winners of their prizes must be present to win.
MOTION by George Glascock, second by Tom Harbrecht to accept option number 3 (you need not be present to win the bike), which was presented under item VIII of the proposed rally handbook policies. Some discussion of differing viewpoints ensued; Jim called the question. Voice vote: 6 yes, one no (Parkhouse). Motion passed.
Sue Rihn-Manke requested that $7000 be put aside for a weekend of brainstorming in the Washington, DC area, to be attended by John Petty, Josh Ascher, Ted Verrill, Joe Senner and Tammy Leuthauser. The purpose of the meeting would be to develop a registration process to bring us into the 21st Century via linking the registration process to the database. Ted previously estimated that hardware and software would cost approximately $7500. Consensus was that the project does not need task force attention and it can be done via email; a gathering in Washington, DC will not solve it. There is not a data processing problem at the rally to make a new process necessary this year. Paul will talk to Sue Rihn-Manke about the decision.
It was suggested that past and future rally chairs be rewarded with a Life Membership in BMW MOA. Paul said that there is a whole family of volunteer tasks that are part of a larger, overall picture.
Advertising Report Advertising is 30% over last Januarys numbers. Ray Monroe has used demographic information from the 1998 membership survey. He has hired part-time help to secure contracts from advertisers but some dont like being locked in.
Managing Editors Report Don Hamblin stated that, with this meeting, a standardized format is being used for the Managing Editors report. The Publications Committee would like to receive feedback on this report.
Sandy Cohen handed out her report and briefly reported on each topic in it: travel, editorial plan, advertising revenue, finances/budget, aged receivables, pubs expenses, promotional expenses, requests for purchases, staff assistance, mailings, status of contract action.
MOTION by Rob Lentini, second by Jim Shaw to accept both specifications and contract for the Managing Editors agreement submitted to the board. Voice vote: 7 yes.
MOTION by Rob Lentini, second by Tom Harbrecht to adjourn the meeting. Meeting adjourned.
Open session was resumed on Sunday, January 30.
Board meeting dates Paul set the following board meeting dates and places:
A special teleconference meeting on February 29, 8 p.m. CST, to include the board, Ed Youngblood, Marilyn Roberts and Tammy Leuthauser. The purpose of the meeting is for a preliminary report from Mr. Youngblood and to figure out where we are relative to management recruitment. Regular board meetings will be April 22-23 in St. Louis, at the National Rally in July and October 21-22.
W-9 forms MOTION by Deb Lower, second by George Glascock to adopt the W-9 policy as revised by adding words donated by. The revised policy states: BMW MOA staff and volunteers must comply with IRS policy to collect information to properly report payments to all individually owned companies, entertainment groups and individuals who provide services as a paid contractor or vendor, and to any rally participant who wins a prize donated by BMW MOA exceeding the IRS amount. Voice vote: 7 yes. Motion passed.
Rally legal issues from the Colorado Springs meeting 1) Because they are bonded, a paid staff member will be the primary rally treasurer each year. 2) Funding will be available for legal counsel for the rally chair. So that the office will know what kind of legal contracts have been entered into, originals of all contracts will be sent to the BMW MOA office. 3) The office staff will obtain rally insurance, including general liability and dram shop (alcoholic beverages), and coverage for vendors as a rider on the main policy. 4) On behalf of the rally chair(s), office staff will obtain coverage as a rider to the rally insurance liability policy in the amount of 1 million dollars or reimburse the rally chair for riders to their own insurance, provided the coverage is similar to the average cost of such insurance. Paul said the rally chair should be an additional insured, not as a rider. The current liability insurance covers the rally chair.
Paul stated that the cheapest way to provide liability insurance for the smaller vendors is to carry them as a rider on our policy, but he doesnt want to be in a position of providing general liability insurance for larger businesses that already have it. The rider cost will be charged as part of the vendor fee. Jim said that it would be a big volunteer effort to verify proof of existing liability insurance and suggested that everyone be covered on our policy, regardless. The board wishes that the liability be raised from one million to two million and that vendors be insured as a rider on our policy. The staff will work out the details with Paul, and if needed, enlist the advice of those knowledgeable in the field.
Rob stated that because of net income we were able to add more money to our investments. BMW MOA will continue to carefully control spending and to invest, with an eye to member benefits and services. Paul requested that $100,000 be earmarked for National Rally disaster so that we can better budget for the rally without padding for disaster. Jim recommended that we plan for how to make decisions if there is a need to dispose of excess funds, i.e. have a regular process by which the board is apprised in advance of trends and excess funds. Paul would like the Finance Committee to work on this in September and present a recommendation for action at the October board meeting.
Rob reported that dollar cost averaging is done and we are fully invested now. Our funds will appreciate and depreciate with the S & P. The money from closing of the rally bank account was invested with Legg Mason and Baron Funds. We still have core holdings in our other investments. Jim asked if there is a plan and authority for a Black Friday: who has the authority to do the prudent thing if it happens?
The 2000 budget, which is a living document, was presented in four parts: BMW MOA, publications, combined and rally. The budget is ready to be amended and approved. Barb, Nancy and Sandy constructed the BMW MOA budget by looking at membership forecasts and trends, which is a guess at best. The rally budget was constructed by Barb, Nancy, Sue, Rob and George and is based on an attendance of 5,000, with a break-even attendance of 3,000. Past figures, as well as Nancys past rally work sheets, were used. Rally program printing is now a Publications function and there is no longer a per copy cost. In light of staff changes and having Ed Youngblood on board, Jim suggested revisiting the BMW MOA budget at the next meeting, but this budget can serve as the budget until it is changed. George questioned $8,000 for staff travel and meals; Rob will revisit that with the staff. In the rally budget, Mae Glascock asked about the high beer garden figure; Rob replied that it included the entertainment cost center.
MOTION by Deb Lower, second by Matthew Parkhouse to pass the presented budget. Voice vote: 7 yes. Motion passed.
Retirement Plan The staff chose to use the SIMPLE plan. Barb worked with Brad Wastler of First National Bank and had presented four Putnam structures to Rob. Because all four funds are good, Rob recommended that all four be offered to the staff. Nancy stated that the 2000 budget was set up for BMW MOA to match funds, estimated with the highest cost of salary of 2%, i.e. the budget covers BMW MOA contributions up to 2% of the employees pay. The employee pay line would not be affected. Because BMW MOAs employer match had not been decided, the retirement plan was referred to the Finance Committee.
The meeting adjourned.