BMW MOA Board of Directors Meeting

Open Session

October 16, 2004

St. Louis, MO

Present: President Larry "Hawk" Hawthorne; Vice President Deb Lower; Treasurer Brian Mullins; Secretary Rob Nye; Directors Greg Feeler, Michael Friedle, Chuck Manley, Karol Patzer and Linda "Helen Twowheels" Hedden; Executive Director Ray Zimmerman; Ambassador Liaison Don "The Kiltmeister" Faichney; 2004 Rally Chair Jackie Hughes; 2005 Rally Chair Sue Rihn-Manke; Managing Editor Sandy Cohen; Advertising Director Ted Moyer; Accountant Bill Knott; BMW MOA Foundation President Dave Celento; Recording Secretary Marilyn Roberts.

President’s Opening Comments

Hawk Hawthorne presented Jackie Hughes with a Helping Hand award for assistance to Deb Lower. The board presented Jackie with a Kermit Chair and a large, framed photo of an aerial view of the Spokane rally grounds taken during the rally, for her outstanding effort as 2004 Rally Chair.

Hawk reported that he attended the International Council of BMW Clubs (IC) meeting in Greenville, SC as the BMW MOA delegate and Ray Zimmerman attended as the observer. The IC delegates approved the BMW MOA’s nomination of Dave Swisher to receive the Friend of the Marque award, and Peter Nettesheim was awarded the Professor Doctor Gerhard Knochlien Award.

Hawk spoke at the IC meeting with Robert Hellman of the Riders Association (RA) about an exchange of complimentary copies of the BMW Owners News and On The Level (OTL) between the presidents of the two organizations and also with the president of the BMW Club of Canada. Hawk sought and received approval of the exchange from the board. Robert Hellman would like notice of the RA rally printed in the On The Road section of the BMW Owners News; the OTL prints notice of the BMW MOA rally. Sandy Cohen responded that she has printed the notice in the past when she has received it and that if she does not receive it, she cannot print it.

Secretary’s Report

Rob Nye reported that the minutes of the last conference call were approved.

Rob submitted three changes to the bylaws. The proposed changes are in italics.

Article III, Section 2. Election, Term of Office, and Term Limits

The members of the board of directors shall be elected by the general membership of BMW MOA as provided in Article IV, and shall serve for a term of three years or until their successors are elected. The term of office shall begin during the board of directors meeting at the annual BMW MOA National Rally following the election. The end of incumbency will be announced as the first agenda item during that meeting. Should a BMW MOA National Rally not be held, the term of office will begin during a board of directors meeting open to the general membership in July following the election. Both incoming and outgoing officers and members of the board of directors will be invited to attend this meeting. An individual member of BMW MOA may serve as a member of the board for an unlimited total number of terms of office, but may not serve for more than three consecutive terms of office. Should a member be appointed to fill a vacancy under Article III section 5, where there is more than 1 year and six months remaining in the term, this shall count as a term for the purposes of determining a term limit. A "term" shall be defined as more than one year and six months of the three year term.

Greg Feeler moved, seconded by Chuck Manley, to amend Article III, Section 2 of the bylaws pending notification of the members through the BMW Owners News and subsequent board vote at the January 2005 board meeting. Motion carried.

Article III, Section 4.2. Special Meetings

The president or any four members of the board of directors may call a special meeting of the board. The purpose of the meeting shall be stated in the call. Written notice of a special meeting shall be sent to all members of the board, and as directed by the president, to the Executive Director, Managing Editor, and Volunteer Staff of BMW MOA not less than thirty days prior to such meeting, or by announcement by the president during a regular board meeting and noted in the minutes of that meeting. Special meetings may be conducted by conference telephone call. The President may for the sole purpose of approving the minutes of a board meeting schedule a conference call. This date must be announced at the board meeting. This conference call shall be exempt from the 30 day notice rule.

Helen Twowheels moved, seconded by Michael Friedle, to amend Article III, Section 4.2 of the bylaws pending notification of the members through the BMW Owners News and subsequent board vote at the January 2005 board meeting. Motion carried.


Article III, Section 10. Treasurer

The treasurer shall be the chief financial officer of BMW MOA and shall exercise those duties customarily assumed in that office, including the preparation of financial reports as the board of directors may direct, and such other duties as the board may assign. The treasurer shall cause to be published in BMW Owners News semiannual reports of the financial status of BMW MOA, of which one report shall be as of the end of each fiscal year.

BMW MOA checks and negotiable instruments shall be signed by any two of the following: the president, the vice-president, the secretary, the treasurer, or their authorized agents approved by the board of directors. For the International Rally account only, the treasurer may authorize the rally treasurer to be the single signature for checks not to exceed an amount to be specified by the board.

Michael Friedle moved, seconded by Helen Twowheels, to amend Article III, Section 10 of the bylaws pending notification of the members through the BMW Owners News and subsequent board vote at the January 2005 board meeting. Motion carried.

Hawk Hawthorne announced the appointment of the Nominating Committee and Election Committee. The Nominating Committee is: Rob Nye, Chair; Larry Stonestreet and Don Hamblin. The Election Committee is: George and Mae Glascock. Those board members whose terms will expire are: Vice President Deb Lower, Treasurer Brian Mullins and Directors Michael Friedle, Karol Patzer and Greg Feeler.



Treasurer’s Report

Brian Mullins reported the hiring of Bill Knott as full-time accountant at the headquarters office. Changes in format to monthly financial statements are providing a better view of operating activities. Brian will continue to work with Bill and Ray Zimmerman to make financial reports more useful for management purposes. Outside accountants are still conducting a monthly review but Brian thinks their involvement can be changed to a quarterly review, plus the annual audit. The Rally P&L statement now reflects a new accounting basis that picks up all expenses that are allocable to the rally, not just direct expenses. It also separates the Country Store revenues and expenses from the Rally. Detail transaction reports of our investments are received monthly from Mellon and real-time Internet reports are available. Mellon is sensitive to the upcoming national presidential election and is keeping a larger than usual amount in cash equivalents.

Executive Director’s Report

Ray opened his remarks with the presentation of an award of appreciation from the Inland Northwest Candlelighters, the recipient of the money raised for charity at the International Rally in Spokane. The Candlelighters sent a plaque which will be displayed in the office.

Contract status is as follows. The Managing Editor’s contract will enter negotiation in November or December. The Advertising Director’s contract is in place and beginning the second year. The Art Director’s contract expires with the March 2005 issue.

A contract has been signed with Unicom ARC to do a membership survey. Questions will cover the areas of demographics, riding habits, benefits, BMW Motorrad USA relationship, the International Rally, motorcycle maintenance, website enhancements/forum and online member services. Ninety questions will be presented online to members during the months of December and January. Unicom ARC has found success with online surveys, which cost less. Greg Feeler is concerned about the statistical accuracy of a self-selected sample and will discuss the matter further with Ray.

Membership continues to grow. The growth trend is increasing and is projected to be 2.3% for 2004. It appears that the slump caused by the events of 9/11 is reversing. Ray noted that while new member revenue is up this is due to more new members purchasing single year membership. Ray stated that he believes this is due to the uncertainty of the economy.

BMW MOA will market itself in the remainder of 2004 and in 2005 at Daytona Bike Week, six Cycle World International Motorcycle Shows, and at the International Association of Fairs and Expos Conference.

Regarding membership benefits, the Nation Safe Drivers roadside assistance affinity program has produced a nice profit and there has been only one complaint about the service. Ray has been talking with representatives from Comp USA about a possible affinity or discount program. Talks are underway with The Warren Group regarding group health insurance and AD&D coverage, as well as motorcycle insurance and chartered club rally insurance.

2005 Rally publicity is underway with solicited articles about nearby museums and other points of interest.

Transworld Systems has been collecting bad debts and to date has collected 67% of the outstanding advertising aged receivables (does not include two large accounts that are now in bankruptcy).

Year to date, the BMW MOA’s income is higher than budgeted, the cost of goods sold is lower than budgeted, other costs are on track, and net income is higher than budgeted. The proposed 2005 budget was presented to the board in closed session.

Ray will get the strategic plan back on track by expanding each paragraph relative to board discussions and he will discuss this with the appropriate board committees.

To date, 149 Helping Hand awards have been given, 3 Exemplary Service awards have been awarded and 38 Honorary Lifetime Memberships have been given.

Since Arturo Pineiro took over as head of the motorcycle division of BMW Motorrad USA, an introductory letter was sent with no response; a meeting in New Jersey was cancelled by Mr. Pineiro; a good meeting was held in St. Louis with Jack Kelly, Laurence Kuykendall and Tim Hirst; and an email has been sent to Myrrh Davis regarding demo fleet commitment for the 2005 Rally.

BMW MOA’s 2004 Open House attracted ~142 attendees. Food and cooking was provided by Kingery Printing, and drinks and a door prize were provided by BMW Motorcycles of St. Louis. BMW MOA paid for rental equipment and normal miscellaneous expenses.

Managing Editor’s Report

Sandy Cohen reported that the magazine has been mailed on schedule and that the page count has remained high even though we are in the off-peak riding season.

The November issue will be polybagged because it contains a "ridealong" (advertising that could not be bound into the magazine) from Edelweiss Travel, which bore the cost of the polybagging. A new monthly column by Roger Wiles called "Touring Tips" is a compilation of tips from readers to make rides more comfortable, less stressful and more efficient or organized. A "Touring Tipster" t-shirt will be given for a short time to those who submit tips. The November issue also contains a reader survey (not to be confused with the upcoming BMW MOA membership survey) that will provide demographics for advertising and to match information to members.

The new format of the 2004 Rally Program cost more than the old format, but Sandy believes having the new style program to present to potential 2005 Rally Program advertisers will bring in more revenue and cut costs.

Ted Moyer and Sandy attended the Intermot Trade Fair in Munich, Germany. The November issue will carry 16 pages of coverage. Attendance was a windfall for finding new products for readers and making new advertising contacts.

Advertising Director’s Report

Ted Moyer reported a very good trend toward the end of this year. Because of the magazine’s lead time, all advertising contracts are in place through the end of the year. Advertising revenue was up 5.4% over last year and 1% over 2002, our best year. Advertising revenue is 7.5% below Ted’s goals but still up compared to previous years results. Page count has paralleled ad sales. Sixteen new advertisers have been added. The Intermot show was a very good success and Ted appreciates the opportunity to attend; some leads from the show are already paying off. Requests for value-added services are beginning to appear, such as Edelweiss’s polybagging, and this may be a sign of the market strengthening. Competing brands are responding but slowly. Ducati and Victory are serious considerations for 2005; the Japanese brands are wary and slowly warming.

Board Committee Reports

Finance & Operations – Brian Mullins had nothing to report about financial risk and protection. Ray is talking to insurance carriers and Bill and Brian have been discussing rally risks.

Communications & Marketing – Greg Feeler reported that the C&M committee has expanded by two and now stands at five members. The committee has a wide mandate and with the increase in BMW MOA membership the expansion in committee members should help meet that mandate.

Regarding continuing projects, the committee is working toward Phase II of the web project. This stage is composed of two related steps: 1) implementing the technology to provide a validated (through the iMIS database) login for the "member" side access to the website and of validation of membership number during forum account setup, and 2) the design of a new look and feel for the website. The Web Media Team will develop an outline of new content and guidelines for beginning integration with the BMW Owners News. RFQs will be sent out and quotations presented to the board. Rob Nye will be leading the effort to provide the technical infrastructure to support the secure content area of the site.

New projects include a proposal to purchase computer equipment for use at the International Rally Cyber Café. The predictable availability of our own computer system also opens the possibility of technological improvements to the registration process, and possible assistance to Awards & Tally. The C&M committee will provide further details for the January meeting.

The Committee proposed changing the name of the Chartered Club Coordinator to Chartered Club Liaison to better reflect changes in the functions of the position.

With the transfer of Chartered Club administrative functions to the office, this position should now be more focused on communication with the Chartered Clubs. The committee proposed the following new job description for board adoption:

"To provide direct communication between the Chartered Clubs and the BMW MOA Board of Directors, and identify opportunities for cooperation and mutual support. To gather information sufficient for, and provide, a periodic column about Chartered Club activities for use in the BMW MOA publications and to attend BMW MOA Board of Directors meetings as requested."

Helen Twowheels moved, seconded by Michael Friedle, acceptance of the name "Chartered Club Liaison" and the job description stated above. Motion carried.

Michael Friedle gave a report summarizing BMW MOA’s participation at the 2004 Vintage Motorcycle Days event in Mansfield, OH. The event was a tremendous success with total attendance between 40 and 50 thousand. Volunteers signed up 10 new members and 10 renewals. Stan Kain and his wife, Jim Shaw from St. Louis and Dick Gepthen were good helpers. Expenses were well under budget and the special decals were a big hit.

Deb Lower reported on the Motorcycle Riders Foundation (MRF) Meeting of the Minds that took place in St. Louis the last weekend of September. Issues discussed among the 450 attendees included the helmet issue, global standardization, motorcycle safety and right to ride. Deb Lower suggested that the C&M Committee consider how to get rights issues into the magazine and onto the website by establishing a Public Policy Issues Committee to review the issues for facts and accuracy before they go into our communications outlets, and to write information for publication. Hawk charged the C&M committee to proceed. Sandy responded that the magazine is a member-to-member publication, not a BMW MOA-to-member publication. She receives information from organizations like the MRF and puts the important information in Wind Noise. The charge to the C&M Committee suggestion was then removed.

Rally & Events Committee—Deb Lower reported that a rally manual is in the works for local clubs that are putting on their first rally. The manual will be prepared by the committee and compiled by Marilyn Roberts. This will be a proprietary document to be distributed from the BMW MOA headquarters. The committee was charged to have the manual completed and ready for distribution by the January 2005 board meeting.

Jackie Hughes presented a wrap-up of the 2004 rally, including facts and figures, local publicity generated by the rally, survey results and financials. Total attendance was 6187 with 4275 motorcycles registered. Both giveaway bikes have been delivered to the winners. Thank you letters have been sent out. Awards are about 80% complete and should be mailed out to the winners by the end of the month.

2005 Rally Chair, Sue Rihn-Manke, showed a DVD promo of the Lima site that was done with Rebecca Vaughn’s photographic help. Site visits have included the County Fair to see the site occupied, a hotel/motel managers meeting, a press conference and a committee chairs visit. Because the new style Rally Program requires more lead time, information should be given to Sandy by April 1, 2005. Sue is working on getting articles about museums (including the Pork Rind Museum), historical places and scenic rides. The board received maps, tourist information, and promotional postcards with stamps, which they were requested to mail to their friends. The fairgrounds has 32 showers available and there will be another 8 available on a shower trailer, giving a total of 40.

Awards & Recognition Committee—Don Faichney and the Committee are reviewing the Ambassador nomination form and the information that is sent to new Ambassadors. Karol Patzer promised that the committee would formulate Friend of the Marque nominations early enough to avoid last minute writing and submission. Ray and the committee will look into whether a mileage awards are available from BMW of Canada.

Don Faichney reported that three new Ambassadors were appointed during the closed session. They are Shelley Hogan, Steve Huber and James Boles. Bob Beach has requested and was granted Ambassador Emeritus status. Our website will soon feature an Ambassador forum open only to Ambassadors. Don commended the BMW Motorcycle Club of Colorado for an article in its newsletter that was a terrific description of why BMW MOA membership is a good thing. Don acknowledged the loss of Ambassador Rob Lentini.

Rob Nye assured Karol Patzer that the database will be available for use by the Mileage Contest by the beginning of next year’s contest. The headquarters staff is currently mailing out the finisher pins and Karol has requested that the office also do the opening and filing.

BMW MOA Foundation Report

Foundation president Dave Celento presented two proposals to the board. The Ride S.M.A.R.T. (Street Mentoring and Rider Training) Program is an effort to assist new riders in the development of street riding skills. The program would pair licensed novice riders with interested, experienced riders for dialogue and street riding using a developed set of tips, guidelines and exercises. The core of the program is the Ride S.M.A.R.T. Manual, which will be comprised of rider wisdom harvested from experienced riders and street exercises developed by the Foundation’s Communications Committee and other confirmed individuals. The Foundation will coordinate all efforts to launch the program but it is out of the Foundation’s current financial range. The Foundation asks the BMW MOA for financial and programmatic support.

A proposal for conducting the ERC courses at the International Rally was submitted. The proposal asked for publicity, clerical help from headquarters staff, storage of course materials and the possibility of online registration on the BMW MOA website.

Rob Nye presented the results of the Closed Session:

1) Three new Ambassadors were appointed.

2) New additions to the 2005 International Rally.

3) With the retirement of Larry Stonestreet, there was a vacancy in the western section (Zone 1) of the Rally Site Search Committee. By motion of the board, Jackie Hughes was appointed to fill the position.

4) The Rally & Events Committee proposed that future rally sites be announced in chronological order as contracts are signed for the site, hotels and infrastructure needs. Promotion of the future site will not commence until the preceding rally. The zone map will be maintained with selected zones for future sites for up to five years and provided to members through recognized BMW MOA media outlets. In executive session Deb Lower moved and Chuck Manley seconded that the board adopt this recommendation. Motion carried.

Hawk announced the following items that were moved to committee for further study:

Awards & Recognition: BMW mileage award for Canada.

Communications & Marketing: Mileage Contest data link to the database.

Rally & Events: Finish the local club rally manual by the January meeting, and make recommendations on the Ride S.M.A.R.T. proposal and the rally ERC proposal.

The next board meeting will be held January 22, 2005 in St. Louis. A conference call will be held November 16 at 7 p.m. CST.

Motion to adjourn by Rob Nye, seconded by Greg Feeler. Motion carried.

Respectfully submitted,

Rob Nye

Secretary, BMW MOA