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

BMW MOA BOARD OF DIRECTORS
BOARD MEETING
OCTOBER 26 & 27, 1996
ST. LOUIS AREA

UNOFFICIAL MINUTES - SUBJECT TO APPROVAL AT THE NEXT BOARD MEETING

CALL TO ORDER - President Deb Lower called the meeting to order at 8:35 a.m. All Board members were present. Staff members present were Don Douglass, Barb Zingre and Nancy Sulfstede. BMW MOA members were also present.

APPROVAL OF JULY MINUTES -
The Board received and reviewed the July minutes prior to the meeting. MOTION: Accept the July minutes without reading them. Vote: 9 Yes. Motion Carried.

PRESIDENT'S REPORT - Deb Lower
The Board met over the weekend of September 7 & 8th, for a Planning Session. The results were drafts of a mission statement and of the requirements for association management and the process established for filling the position. Comments were made during the Planning Session as to what action could be taken. After the Planning Session, as Chairman of the Board, Deb ruled that no action was taken during the Planning Session to fill the Association Management position. The ruling was sustained during a conference call on September 22th with Directors Beeman, Dempster, Glascock and Secretary Dow not supporting the Chair's ruling.

Items For Discussion In Executive Session -
*Ambassador Nominations
*Association Management
*Staff Bonuses

International Council of BMW Clubs' Annual Meeting Report - The Chartered Clubs and Ambassadors received a report sent October 14th. BMW AG and the subsidiaries are getting tough on the production of any item that appears to, or does, infringe on the use of the logo and roundel. A committee of the International Council selected the Friends of the Marque. Of 25 nominees, 17 were selected with all 3 BMW MOA nominees - Keith Dempster, Alice Hanes and Court Fisher selected. 1998 is the 75th Anniversary of the BMW Motorcycle and initial plans are to have a Worldwide Day, probably in May or June of 1998. The International Council's Constitution has been amended, effective in 1998, with market areas being represented by 1 delegate and as many observed as needed. North America now has 5 club delegates on the Council. Details of the constitution's statement of car club and motorcycle club continued representation will need to be worked out for the 1998 meeting between the 5 North American clubs.

Poncho Villa Moto Tours - Information was distributed to the entire Board to be reviewed and discussed at the next Board meeting.

Upcoming Election - Nancy & Phil Sulfstede will count the ballots. The Nominating Committee has been established with Josh Ascher as Chair, and members Bud Deetz, Larry Stonestreet, Pat Burch and Dick Wildauer. Candidates will be requested to put bios and statements on a disk but it will not be a requirement.

PROCEDURES FOR MEETINGS - Mike White
This Board has adopted Robert's Rules for meetings. Duties of the Chair are to state the business of the assembly, to authenticate the acts of the assembly and to declare the meeting adjourned when the assembly so votes. When the Chair makes a ruling any Board member can appeal that ruling and it takes a majority vote of the Board members to overrule the Chair's ruling. The Parliamentarian duties do not allow the Parliamentarian to make rulings on procedural matters, the Parliamentarian gives advice.

Clarification - Requested by George Glascock on setting the meetings. What is the intent of the bylaws in sending notice to the Owner News if not timely notification to the members of an upcoming meeting.

Discussion - 25 years have passed since the bylaws were enacted and the lead time to getting notification to the Owners News for publication and distribution to the members has changed. The newsletter of 25 years ago was not the production that it is today. If the notice is to be published, the lead time needed is far greater. In the proposed bylaw revisions, if the intent is to make sure the notice gets published, the lead time needs to be greater.

George requested that the minutes reflect his objection to this meeting since publication of the notice was not 30 days in advance. Notification without publication defeats the intent of the bylaws.

Clarification by Deb - The official notification to the publication took place in accordance to the bylaws but George views the intent behind the 30 days notice was publication so members could attend.

Pam requested the minutes show that she received a call from Ambassador Hi Bice of Texas that he had intended to attend the next Board meeting whenever it was held and he wanted the record to reflect his extreme anger that he received the mailed meeting notification only 36 hours prior to when the meeting was to begin.

Clarification - Requested by Susanna. Don't the bylaws allow for the Board to meet when there is a reason with 30 days notice.

Discussion - The bylaws allow this meeting as a special meeting. The proposed bylaw revisions do not address a change in the lead time needed for publication of meeting notices but does makes a distinction as to what the meetings are called. The proposal provides for the attempt to provide sufficient notice to allow members attendance but does not make it an absolute requirement. To do so would prevent the Board holding a meeting when it needs to because the meeting would have to be scheduled months in advance to be able to get it published and to the members 30 days in advance.

Agenda Items - Deb Lower
* Treasurer's Report - Barb & Nancy have worked very hard to put together a 1997 budget. MOA appears to be in really good financial shape. It's wonderful to be able to state this.
* Basic Accounting 101 - Nancy will give a quick course so the Board can understand the financial reports they receive in the mail.
For Executive Session
---Ambassador Nominations
---Association Management
* 1997 Rally Update
* Next Board Meeting
* New Business & Member Comments
* Strategic Planning
--- Mission Statement
* MOA Support of Communications & Publications by Individual Directors
* Approval Process For Mailings On Any Board Actions
If We Want To Have One
* Policy On A Board of Directors Conflict of Interest
--- Statement Wanted

BASIC ACCOUNTING 101 - Nancy Sulfstede Balance Sheet - A statement of how MOA stands on a given day. Tells the Assets (what MOA owns), Liabilities (what MOA owes) and Net Worth, also know as Equity (the difference between assets and liabilities). Income Statement - What MOA did in a period of time, generally on a monthly basis, though quarterly and annual statements are also possible. Tells the Income, the Expenses, and the Profit or Loss (difference between Income & Expenses) for the period being reported. The Profit & Loss do adjust the Balance Sheet.

Cash Flow - Very basically, it's the money going in and out of the checking account. A shortage of working capital is experienced by MOA in the first half of the year when the big bills come in.

Accounting Method - MOA uses an accrual accounting method with payables and receivables. Income is reported as it is earned, it will sometimes show up as income received while the actual money earned is received at a later date. Expenses are reported as they are incurred if it's for that month, MOA sometimes pays expenses that are not really for that month. These are pre-payments. The accrual method is required by the federal government because MOA is a corporation.

Membership Income is modified. Totally accrual membership income is not practical for MOA. Adjustments in total accrual membership income would require more detailed tracking than is necessary. The cash that comes in is adjusted for the multi-year membership, which is a big part of the membership income.

Monthly Report - Page 1 & 2 are a Combined Balance Sheet. Page 3 is a Combine Income Statement - a summary income statement. Pages 4, 5 & 6 are a Detailed BMW MOA Income Statement. Page 7 is a Detailed Publications Income Statement. Page 8 is a Detailed Rally Income Statement. Page 3 is the place to look for the income statement, but the other pages provide the ability to research detail and followups. Income Statements and Balance Sheets may not match month to month, but are reconciled at the end of the year.

Budgets show how MOA stands for a particular year, not what the income was for the last year. The budget starts with a zero balance for the year. Income from the past year is the cash reserve. Negative numbers will show up in certain months, such as the beginning months. As long as cash, stocks, assets are on the balance sheets, MOA is healthy, and the income is going to cover expenses.

TREASURER'S REPORT - Mike White
Year-To-Date Actual is up by $108,000.00 for the year so far. Generally, MOA tends to break even for the last three months, so roughly this is where MOA will be at the end of the year.

Total Income Year-To-Date is $1 Million. The Variance versus the Budget is important for budgeting purposes. Total Income was up $73,000.00 more than budgeted for everything other than Country Store. Other Income reflects credit card income, sales of assets and the appreciation on the investment accounts.

Total Expenses were $18,000 higher than budgeted for the year. The net effect is that it's still to the positive. MOA made twice as much net than budgeted. The reason is not that we spent less but we made more income than projected. We can only control expenses, and a good job's been done there. Some expenses were up, but some income was higher that projected.

It would be a disservice to the membership to report from Board meeting to Board meeting that MOA is in wonderful or terrible shape. We need to look at the overall picture when looking at the financials. MOA will carry roughly $100,000 in assets into 1997. Short term shortages will be covered at the beginning of the year with the negatives made up later in the year. Checking previous years' budgets will enable the Board to more accurately budget for the next year.

MEMBER COMPLAINTS
- Pam Dempster identified a potential problem which may affect membership renewal income. Complaints are being received from members who aren't receiving the Owners News on time.

Discussion centered on identifying the problems. Barb reported that Heartland Press doesn't use the same zip code software as the previous printer, while approved by the post office, the software changes zip codes to general zip codes, causing mailings to be misdirected and delayed. Membership complaints are escalating due to these problems.

Barb has been addressing the problems verbally with Heartland Press. In reviewing the contract, she discovered that complaints from MOA must be in writing. Barb has sent a letter to them with 60 pages of backup to document the problems and complaints received. Pam offered to work with Barb to resolve the problems with Heartland Press and will report back to the Board at the January meeting.

1997 PROPOSED BUDGET - Mike White
For comparison purposes only, copies of the 1995 end of the year financial statement for the Porsche Club were distributed. Deb offered to get copies of the BMW Car Club financials for the same purpose.

The 1997 budget distributed is a rough draft prepared by Nancy and Barb. The proposed budget is based on the 1996 Budget and actual 1996 income and expenses. The budget doesn't project any hugh increases for expenditures for 1997, so there won't be any hugh difference in how the organization is budgeted from 1996 to 1997. News mailing costs vary from month to month due to the weight of the magazine and membership increases. The ambassador program expenses need reviewing. Mike will work with Barb and Nancy to firm the budget up before the January meeting, to document the large budget items to determine the assumptions are so the Board can be in agreement that this is the direction we want MOA to take, also to be able to make adjustments for future year budgets.

ADJOURN TO EXECUTIVE SESSION - 10:30 a.m.
RECONVENE IN OPEN SESSION - 3:50 p.m.

EXECUTIVE SESSION REPORT - Deb Lower
Ambassador Nominations - The Board took action on the nominations (of: Clark Luster, Sewickley, PA; Karol Patzer, Eagan, MN; Helmut Haus, Wiarton, Ontario, Canada).

Staff Bonuses - The Board adopted an amount for the full-time paid Staff. Barb will be advised of the Board's decision so she can implement the distribution of the bonuses for the Staff. The Board went on record to thank and commend all of the Staff for their efforts and hard work over the past year. The reasons for a successful year financially and in other ways is attributed to the Staff. Barb was directed to use her discretion to provide bonuses to the part-time paid Staff and was be advised as to one other item the Board wanted to address regarding bonuses for other Staff.

Budget - One item to be considered in any strategic planning meetings would be a system to address any needed change or modification to membership dues. Mike requested that the record show that the Board is not considering due increases but considering establishment of a system at some future time to address this issue.

Planning Sessions - The Board adopted a policy that all future Planning Sessions shall occur only in conjunction with a meeting at which official Board action can be taken.

Association Management - An interview committee has been established with anticipation that the committee will have a recommendation for the Board to act upon at the next Board meeting. Mark Willis will chair the committee, consisting of Mark, Jeff Dean and George Glascock and set the interview date as November 23, 1996.

1997 RALLY REPORT - Mike White
Mike will ask Beth Lindeberg, 1997 Rally Chair, to put together a report to provide information. The Chamber of Commerce has signed contracts with all the area hotel/motels locking in the room rates and will work with MOA to ensure that all members receive the contracted rates. Excluding the service clubs, 75% of the food vendors who were at Morganton will be at Fredericksburg. Mike is assisting Beth with the budgeting for the rally. Rally assumption costs will be available at the January meeting for discussion.

Poncho Villa Tours will provide a shuttle service to San Antonio and is working on area tours in conjunction with the rally.

Registration will be located as close to the main gate as possible. Tom Harbrecht and Terry Clark will chair security and are establishing a 3 year training period geared to train future security chairs. Day passes to the rally will not be allowed.

Beth will be sending a preliminary letter to the committee chairs and articles are being prepared on the area around the rally site for publication in the Owners News before the rally.

Barb is exploring items for the Country Store to carry at the rally and will discuss them with Beth - a limited edition R32 25th Anniversary Belt Buckle available only at the rally, Playing Cards, Can Cozies and noted that a non-anniversary belt buckle would be available in the Country Store after the rally.

APPROVAL PROCESS FOR MAILING ON BOARD ACTIONS - Deb Lower
Board Minutes - In the past, the Secretary sent the minutes to all the Board before they went to the Owners News, Ambassadors and Chartered Clubs. Due to the time line of getting the September minutes to the Owners News by the September 15 deadline, the mailing went to everyone at the same time.

Deb's October letter addressing the September 13th mailing was sent to the Ambassadors and Chartered Clubs and was revised at Robert Beeman's request prior to being mailed.

The minutes aren't official until they've been approved. The notation that the minutes are subject to approval at the next Board meeting will be included in any minutes sent out. The Board is trying to avoid publishing unofficial minutes where misinformation could be sent and not be addressed until the minutes are approved at the next meeting. In response to members complaints that the minutes were not being mailed in a timely fashion, the summary of the minutes and the cover letter were being sent and published.

The Board has addressed this issue by deciding not to have any Planning Sessions without an official Board meeting and having motions on all activities with roll call votes as necessary. Delays of reports to the membership is undesirable and a delay of the minutes is unacceptable in communication to the membership. Corrections of obvious errors could be done via post card.

ADJOURN TO EXECUTIVE SESSION - At 5:00 p.m.
RECONVENE IN OPEN SESSION - 9:00 a.m. Sunday, October 27, 1996.

STRATEGIC PLANNING - Deb Lower & Betsy Dow
At the September session, the Board developed the following bullet points and drafted a BMW MOA Mission Statement:
* Keep Organization Going
* Preserve & Enhance Feeling of Family (Camaraderie, Friendship, Etc.)
* Preserve & Increase Benefits of Membership
* Provide Organization For BMW Motorcycle Enthusiasts
* Enhance Image of Motorcyclists To The General Public
* To Promote Motorcycle Safety
* To Inform Members Regarding Use & Operation of BMW Motorcycles
* Individual As Well As Club
* Recognizing Individuals Contributions To BMW MOA
* North American Focus
* International Focus
* Enhance Pleasure & Recreational Aspects of Motorcycling

Draft - BMW MOA Mission Statement: To Foster Communication And A Sense Of Family Among BMW Motorcycle Enthusiasts.

MOTION: Accept Mission Statement as drafted. Vote: 9 Yes. Motion Carried.

AMENDMENT TO THE TREASURER'S REPORT - Mike White
MOTION: The Board authorizes, in accordance with 4.5 of the bylaws, Barb Zingre to sign as the first signatory of MOA checks with Mike White, as Treasurer signing as the second signatory. Vote: 9 Yes. Motion Carried.

MOA SUPPORT OF COMMUNICATIONS & PUBLICATIONS BY INDIVIDUAL DIRECTORS - Mike White
Robert was asked if he intended to ask MOA for funding and Staff support for the publication of One Voice, if he chooses to begin publication once again. Robert responded that he has no intention of requesting Staff support of One Voice and will not use Staff time or resources. A set of mailing labels and the cost of a stamp for a standard letter is the only request that's been made.

Robert requested the record show that in August of 1995, the Board requested he suspend publication of One Voice in an attempt to foster a team approach which he agreed to do. Robert stated that when 6 Directors agreed to change the process of the Association Management search and it didn't happen, he decided that the grounds for compromise meant something different to some of the Directors. Also, in August of 1995, the Board agreed to publish a quarterly newsletter to the membership and that hasn't happened.

Discussion - Communication by the Board to the members has not increased since this Board took office, improvement has not been made. It would be too costly to do this in the Owners News but the members need to get more than they are currently getting. Email is not the answer as it reaches only a limited number of members. It is a duty of the Directors to communicate with the members.

The Board had agreed to publish a newsletter in the Owners News but did not agree to publish outside of the Owners News because of the cost involved. The Board needs to review expenditures of this nature.

Robert requested the record show his offer: *No Board member will be refused space in One Voice, *Opinions against Robert's will receive top priority for printing *No advantage will be taken of editorial presence, no copy censorship, no simultaneous rebuttal, *Any Board member will have prior editorial review of an issue to which he/she contributes. No matter how the vote goes today, the offer stands.

MOTION: BMW MOA shall provide no funding or MOA staff support or assistance for the preparation and publication of a newsletter or other periodic publication by a member of the Board of Directors unless such newsletter or other periodic publication has been approved by the Board of Directors. By way of illustrations, but not limitation, "newsletter or other periodic publication" includes publications such as One Voice by Robert Beeman, Director, BMW MOA.

Clarification: This DOES NOT imply any restrictions on the ability of a member of the Board to communicate with or publish any magazine but solely applies to BMW MOA's financial support of it.

Discussion - One Voice is not being sent to every single member of BMW MOA. Any director can write to any member on his/her own but won't be reimbursed by MOA unless it's approved by the Board. Approval of a publication would be up to the Board with either every publication or the concept of a publication. One of the biggest problems is a liability of what is published if the Board approves publication. A disclaimer would relieve the club from liability.

Drake & Co. pointed out a need for more information going out to the individuals who need to know such as volunteers who work the rally. The Board needs to develop better communication methods with the members.

The unknown, unrestrictive cost of publication of such a newsletter is the objection. Cost of a quarterly publication would not be that prohibitive if sent to Charter Clubs only.

The solution to this would be to develop a process of Board communication to the members in strategic planning and then execute it. The MOA office receives about five requests for a full set of minutes from members.

The sole purpose of the motion is to control potential costs to BMW MOA and allow the Board to budget for it. If the Board isn't communicating, there's a right way and a wrong way to communicate.

In the past each Directors had an assigned area with which to communicate after a time this practice fell off. Members are agitated that they aren't receiving communications. Email doesn't reach the membership. Each Board member has the right to communicate with the members. A newsletter of this type (One Voice) open to any Board member, published quarterly, sent only to the Charter Clubs would be an improvement. The Board has many alternatives to communicate with the members.

Roll Call Vote (Dealing with MOA funding of a newsletter or other periodic publication): Voting Yes - Jeff, Mike, Mark, Deb, Susanna. Voting No - George, Pam, Robert. Abstain - Betsy. Motion Carried.

Clarification Requested - Betsy Dow
This motion DOES NOT prohibit a Board member from requesting mailing labels from the office. The office has never questioned a Board member's request for labels. This motion DOES NOT make it the Staff's responsibility to question a Board member's intentions. If the Board becomes aware of a situation where a Board member uses labels for an unapproved publication or unsolicited mailing, the Board will handle this. The Staff will not be put in a "hot seat".

Discussion - George requested that each Board member be assigned Clubs or areas to communicate with full support of BMW MOA for materials and postage. There's a feeling of detachment and non-focus since the current Board doesn't communicate with any assigned areas. Susanna would second a motion of this nature, if it were made.

This Board ended that policy because it wasn't working. Consideration of this issue should be included in the strategic planning process instead of rushing into it with a motion at this time. Upon reconsideration George would like this idea to be expanded to communication to all of the members as all of the Board was elected by the entire membership.

MOTION: BMW MOA Officers & Directors shall write to their constituents at least once each calendar quarter of their term of office.

Discussion Of The Motion -

MOTION: Defer consideration of this matter to the next Board meeting.

Discussion of the Deferral - There's a lot that needs to be answered such as: what are constituents, is it part of the strategic planning process, the Board hasn't discussed this in detail and it should be put on the next meeting agenda so the Board has time to consider the issue, the Board hasn't decided what happens to a Director who doesn't follow this directive. The original motion could be interpreted to send a newsletter to each member.

Roll Call Vote on the Deferral of the Motion to the Next Board Meeting: Voting Yes: Jeff, Mike, Deb, Mark, Susanna. Voting No: George, Pam, Robert, Betsy. Motion Carried. Betsy requested the record show that her vote reflect that she wanted to continue the discussion of the motion at this Board meeting.

JANUARY MEETING DATE & LOCATION - Jeff Dean
At the request of the Tucson, AZ members, Jeff presented an offer to loan motorcycles to each Board member over the meeting weekend and reported that a reception was being planned.

Suggestion - Consider either Austin or Fredericksburg for the location of the January Board meeting from the standpoint of having all of the Board members visit the 1997 rally site, meet with 1997 Rally Chair Beth Lindeberg to address issues and be able to answer members questions before the rally.

MOTION: The January 4 & 5th Board meeting be held in Fredericksburg, TX. Vote: 9 Yes. Motion Carried.

MOTION: BMW MOA Officers & Directors shall write to their constituents at least once each calendar quarter of their term of office with support and funding from BMW MOA limited to reimbursement of postage and one set of mailing labels to Charter Clubs and Ambassadors only. One mailing per quarter if requested.

POINT OF ORDER - Mike White
This motion substantially brings the question before the Board on an item that the Board already made a decision on today.

RULING OF THE CHAIR - Deb Lower
Upheld the Point of Order as this matter has been deferred to the next Board meeting.

APPEAL OF POINT OF ORDER - George Glascock, second by Robert Beeman.

This is a substantially different motion, it provides a cap on expenditures and limits who receives the mailing. VOTE (On The Appeal with Voting Yes supporting the Chair's ruling, Voting No overturning the Chair's ruling): Voting Yes - Jeff, Mike, Deb, Mark, Susanna. Voting No - Pam, George, Robert. Abstain - Betsy. Chair's Ruling Upheld.

Clarification Requested - Pam Dempster
Is funding of email messages, posting on email in violation of the previous motion passed today?

Discussion - Email funding was authorized by the Board as a means of communicating with each other, the club doesn't occur additional costs if the email is sent to the MOA list. The club doesn't incur costs for quite a few of the Board's email system. The content of email messages is not an issue, the cost of publication of written communications is the issue.

Robert requested that the mechanism to approve the publishing of One Voice be spelled out. Two Options - ONE: Present a proposal to the Board for a periodic newsletter, requesting the Board not review the individual content, spelling out who it would be sent to and the estimated costs. The Board can approve or not approve it. TWO: Bring forward a specific issue of a newsletter requesting Board funding of the specific issue. The Board can then decide what it would reimburse or not reimburse.

At this moment the Board has approved a form of email. The Board has acted on a general item but not a specific publication. One Voice has not been reviewed by this Board.

CALLING A MEMBER TO ORDER - Mike White
Robert Beeman made personal comments about other Board members' motives. The subject matter can be discussed, but personal comments about the Board members' intent are improper. Robert apologized for the inappropriate behavior.

Suggestion - A copy of the publication and the cost of the mailing be presented to the Board for approval. This is a broad issue that has been brought before the Board and needs further consideration. Suggest that each Board member communicate to Robert what each member needs to see prior to the January meeting so Robert has the materials at hand.

Robert requested that the minutes reflect that he has asked for a clarification of what is needed by the Board and has not received a response by the Board but has received answers by individual Board members only in regards to One Voice.

MOTION: All electronic communication with other than Board members and the MOA Office funded by BMW MOA cease until the next Board meeting.

Discussion - The intent of this motion is not to prevent the Board from communicating one on one with the members, each other or the office on email. The intent is to discuss this issue at the next Board meeting.

ROLL CALL VOTE: Voting Yes - Pam, Mark, Susanna, George, Robert, Betsy. Voting No - Jeff. Abstain - Mike, Deb. Motion Carried.

Clarification Requested - Barb Zingre received a message from Genie that the free accounts used by Barb Zingre, Don Douglass and Betsy Dow will end soon. Barb will drop Genie once the accounts are no longer free and find another server. The motion DOES NOT prohibit use of email for Barb & Don. Betsy will explore getting another server and advise the Board as to the cost if any.

ADJOURNMENT - With no further business brought before the Board, the meeting was adjourned at 11:25 a.m., on Sunday October 27, 1996.

Respectfully Submitted By,

Betsy Dow, Secretary
BMW MOA Board of Directors