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

comments@bmwmoa.org

June 1997 Board Meeting

NOTE: This page contains both the meeting summary (presented first) and the full minutes of the June 1997 BMW MOA Board meeting.

BMW MOA BOARD MEETING SUMMARY
25TH NATIONAL RALLY
JUNE 26, 1997
FREDERICKSBURG, TX

UNOFFICIAL SUMMARY - MINUTES ARE SUBJECT TO APPROVAL AT THE NEXT BOARD MEETING

CALL TO ORDER & INTRODUCTIONS- Deb Lower
Current and incoming Board members in attendance: Deb Lower, Jeff Dean, Mike White, Betsy Dow, Susanna Parkhouse, George Glascock, Pam Dempster, Rob Lentini, Paul Glaves. Deb verified that Mark Willis had given Susanna Parkhouse his proxy vote and that Robert Beeman has given Pam Dempster his proxy vote.

Others in Attendance:
Barb Zingre, Association Manager, Keith Dempster, Joe & Alice Hanes, John Phillips, Lisa Ware, Randy Eads, Neil Reno, Matt Parkhouse, Tom Domeck, Sandy Cohen, Norm Grills, Ray Monroe, Voni Glaves, Nancy Graham, Terry Lony, Mike Nolan, Greg Hutchinson, Byron Cansler, De Cansler, Mae Glascock, Richard Bernecker, Chip Pitcher

APPROVAL OF MAY 1997 MINUTES - Betsy Dow
Reading of the minutes, previously received by each Board member was waived.

Motion (Susanna Parkhouse, George Glascock): Adopt the May minutes as corrected. Voice Vote, with Mike White abstaining: Motion Carried.

Ambassador Liaison - Deb Lower
Paul Glaves resigned as Ambassador Liaison and at the Ambassadors Meeting, the Ambassadors unanimously elected Sue Rihn-Manke, Palmyria WI as the new Ambassador Liaison.

By-laws - Mike White
Revisions to the by-laws were reviewed. The proxy vote provision of the current by-laws was reinstated.

Motion (George Glascock): Revision of, and amendments to, by-laws shall be voted on by membership in conjunction with bi-annual elections. Proposed revisions and/or amendments shall be printed in the BMW Owners News in conjunction with position papers. Space will be provided on the election ballot for vote on by-laws. This proposal shall replace Article V. Amendment of Bylaws Section 1 and Section 2 of the proposed revisions. Motion died for a lack of a second.

Motion (Jeff Dean, second Susanna Parkhouse): The constitution portion of the Constitution and By-Laws of The BMW Motorcycle Owners of America, Inc., is deleted in its entirety. The by-laws portion of the Constitution and By-Laws of The BMW MOA Motorcycle Owners of America, Inc., be adopted as amended and revised. Voting Yes - Betsy Dow, Jeff Dean, Pam Dempster, Mike White, Deb Lower, Susanna Parkhouse, Mark Willis*. Voting No - George Glascock, Robert Beeman*. (*Proxy vote). Motion Carried.

1998 Rally - Deb Lower
The 1998 Rally in Missoula, MT will be co-chaired by Matt and Susanna Parkhouse who have requested the dates of July 9-12, 1997.

Motion (George Glascock, second Betsy Dow): Approve the dates of July 9-12, 1998, for the 26th Annual BMW MOA Rally. Voting Yes - George Glascock, Susanna Parkhouse, Mark Willis*, Deb Lower, Mike White, Jeff Dean, Betsy Dow. Abstaining - Pam Dempster, Robert Beeman*. (*Proxy vote.) Motion Carried.

Treasurer's Report - Mike White
The 1996 Audit summary will be in the August issue of the BMW Owners News. The new Board will need to address the non-taxable organization status of BMW MOA. The state of Missouri ruled that BMW MOA owes taxes on the sales of Country Store items and the Owners News.

Motion (Susanna Parkhouse, Deb Lower): Based on documentation presented to the Board by Treasurer Mike White, the Board finds Direct or Robert Beeman owes BMW MOA the sum of $207 for excess funds advanced for coverage of expenses submitted for the October 1996, and the January and May 1997 Board meetings. Voting Yes - Susanna Parkhouse, Mark Willis*, Deb Lower, Mike White, Jeff Dean. Abstaining - George Glascock, Pam Dempster, Robert Beeman*, Betsy Dow. (*Proxy vote.) Motion Carried.

The Board directed Barb Zingre to proceed with establishing direct deposit of payroll as authorized at the May Board meeting.

Mike White recommended the Board not adopt the Merrill Lynch proposal for the growth portion of BMW MOA's investments. No action was taken.

The Board adjourned to Executive Session at 10:45 a.m.

Respectfully Submitted,

Betsy Dow, Secretary
BMW MOA Board of Directors


BMW MOA BOARD MEETING
25TH NATIONAL RALLY
JUNE 26, 1997
FREDERICKSBURG, TX

UNOFFICIAL MINUTES - SUBJECT TO APPROVAL AT THE NEXT BOARD MEETING

CALL TO ORDER & INTRODUCTIONS- Deb Lower
The meeting was called to order by President Deb Lower at 8:15 a.m. Current and incoming Board members in attendance: Deb Lower, Jeff Dean, Mike White, Betsy Dow, Susanna Parkhouse, George Glascock, Pam Dempster, Rob Lentini, Paul Glaves. Deb verified that Mark Willis had given Susanna Parkhouse proxy vote and that Robert Beeman has given Pam Dempster his proxy vote.

Others in Attendance:
Barb Zingre, Association Manager
Keith Dempster Joe & Alice Hanes John Phillips
Lisa Ware Randy Eads Neil Reno
Matt Parkhouse Tom Domeck Sandy Cohen
Norm Grills Ray Monroe Voni Glaves
Nancy Graham Terry Lony Mike Nolan
Greg Hutchinson Byron Cansler De Cansler
Mae Glascock Richard Bernecker Chip Pitcher

APPROVAL OF MAY 1997 MINUTES - Betsy Dow
Reading of the minutes, previously received by each Board member was waived. Corrections were made as follows:

Page 5, Paragraph 4 - Last sentence corrected. "This year the list of candidates came via e-mail from Josh Ascher with a master list mailed to the office."

Page 6, Paragraph 3 - Spelling of Voni Glave's name corrected.

Page 6, Paragraph 4 - Second sentence corrected. "Greg noted that of clubs that have renewed, the breakdown shows how many club members belong to BMW MOA."

Page 8, Bylaws Section 6.2 - Corrected. "moves the date to on or before February 8 for submitting materials required by Section 4/6 to the secretary and mailing the names and addresses of the qualified candidates to the board of directors and all qualified candidates."

Page 9, Paragraph 2 - First sentence corrected. "Mike clarified that special meetings are held for limited purposes with only items scheduled for discussion at the special meeting being decided."

Page 9, Paragraph 13 - Voting no corrected. "Mark Willis, Pam Dempster, Susanna Parkhouse, Jeff Dean, Deb Lower, Mike".

Page 10, Paragraph 4 - Second sentence corrected. "Since Section 3.75 is very specific as to when and how often a proxy vote can be used, it should be retained."

Page 10, Paragraph 11 - First sentence corrected. "Mark agreed that there is a need for communication, be it a Board newsletter or whatever vehicle is chosen, however, how Board members voice disagreements about other Board member opinions must be kept professional.

Page 12, Paragraph 6 - Susanna Parkhouse's name corrected.

Page 13, Paragraph 12 - Second sentence corrected. When Greg mentioned development of a database for another club, Barb expressed interest and requested further information which she did not receive."

Motion (Susanna Parkhouse, George Glascock): Adopt the May minutes as corrected. Voice Vote, with Mike White abstaining: Motion Carried.

Ambassador Liaison - Deb Lower
Deb announced that Paul Glaves resigned as Ambassador Liaison due to his duties as Tech Editor and a member of the Board of Directors. At the Ambassadors Meeting, the Ambassadors unanimously elected Sue Rihn-Manke, Palmyria WI as the new Ambassador Liaison.

By-laws - Mike White
The following changes/additions were made to the proposed by-laws revisions.

Article II. Members Section 2. Associate Family Member
Membership is BMW MOA as an associate family member shall be open to any person who is within the same household of an individual member and who is interested in furthering the purposes of BMW MOA.

Article III. Board of Directors Section 2. Election, Term of Office, and Term Limits
Last sentence revised. "An individual member of BMW MOA may serve..."

Article III. Board of Directors Section 4.2 Special Meetings Third sentence revised. "Written notice of a special meeting shall be mailed to all members of the board and to the association manager of BMW MOA not less than thirty days prior to such meeting."

Article III. Board of Directors Section 4.4 Proxy Vote Retention of the proxy vote provision of the current by-laws. "Any member of the board of directors may, if unable to attend any board of directors meeting, give his or her proxy vote to another board member who will be present. This proxy privilege may be excised one time per term of office and any attending board member may hold only one proxy per meeting. An absent board members will exercise his or her proxy privilege by signed written notice to the president and a signed proxy statement to the attending proxy holder prior to the board meeting."

Article III. Board of Directors Section 9 Secretary "The secretary shall be the keeper of the corporate seal and shall be responsible for keeping the minutes of all meetings of the board of directors, causing minutes of such meetings to be printed in the "BMW Owners News", communicating all board matters to "BMW Owners News", and handling such other correspondence and duties as the board may assign.

Article IV. Elections Section 4.1 By the Nominating Committee.
First sentence revised. "The nominating committee shall nominate at least one individual member of BMW MOA as a candidate..."

Article IV. Elections Section 4.2 By the General Membership.
First sentence revised. "Any individual member of BMW MOA may nominate..."

Article IV. Elections Section 4.3
"The nominating committee shall, at any time, advise any individual member of BMW MOA who so requests..."

Article IV. Elections Section 4.4 Biography and Position Statement
Seventh and eighth sentences revised. "Except for members of the nominating committee, prior to the submittal of the materials required by Section 4.6, no person shall read or listen to the biography or position statement of any other candidate without such candidate's prior permission. Members of the nominating committee who are also candidates may read such biographies and position statements prior to this submittal provided they have previously submitted their biographies and position statements and do not later alter them.

Article IV. Elections Section 5.1
First, second and fourth sentences revised. "The secretary shall cause the preparation of the election materials to be used in the biennial election. The election materials shall..." "...or through a separate mailing to each member eligible to vote, according to the election timetable."

Article IV. Elections Section 6.2 February 8
"The nominating committee shall submit the materials required by Section 4.6 to the secretary and shall mail the names and addresses of the qualified candidates to the board of directors and all qualified candidates on or before February 8."

Article IV. Elections Section 6.4 April 1
"If "BMW Owners News" is not to be used to send the election materials and the ballot to eligible voters, the secretary shall cause to be mailed to eligible voters on or before April 1 a notice of the biennial election, which shall include the election materials and the ballot to be used for voting."

Motion (George Glascock): Revision of, and amendments to, by-laws shall be voted on by membership in conjunction with bi-annual elections. Proposed revisions and/or amendments shall be printed in the BMW Owners News in conjunction with position papers. Space will be provided on the election ballot for vote on by-laws. This proposal shall replace Article V. Amendment of Bylaws Section 1 and Section 2 of the proposed revisions.

Motion died for a lack of a second.

Motion (Jeff Dean, second Susanna Parkhouse): The constitution portion of the Constitution and By-Laws of the BMW Motorcycle Owners of America, Inc., is deleted in its entirety. The by-laws portion of the Constitution and By-Laws of The BMW MOA Motorcycle Owners of America, Inc., be adopted as amended and revised.

Rob Lentini suggested using the average chartered club size as a more practical percentage necessary for members to amend or revise the by-laws.

Paul Glaves noted that he expects any Board to act in a responsible manner to consider any suggestion from the membership for a revision/amendment to the by-laws.

Vote On The Motion (Jeff Dean, Susanna Parkhouse): Voting Yes - Betsy Dow, Jeff Dean, Pam Dempster, Mike White, Deb Lower, Susanna Parkhouse, Mark Willis*. Voting No - George Glascock, Robert Beeman*. (*Proxy vote). Motion Carried.

1998 Rally - Deb Lower
Susanna and Matt Parkhouse, 1998 rally co-chairs requested the Board approve July 9-12, 1998, for the (inter)national rally. They noted that a mid-week rally the week after the 4th of July would be costly due to set-ups needed over the holiday weekend in time for a mid-week rally. Acceptance of the 1998 dates would not rule out a mid-week rally in future years. Jeff Dean suggested asking Beth Lindeberg act as a Rally Liaison Officer to assist Susanna and Matt Parkhouse with the 1998 rally.

Motion (George Glascock, second Betsy Dow): Approve the dates of July 9-12, 1998, for the 26th Annual BMW MOA Rally. Voting Yes - George Glascock, Susanna Parkhouse, Mark Willis*, Deb Lower, Mike White, Jeff Dean, Betsy Dow. Abstaining - Pam Dempster, Robert Beeman*. (*Proxy vote.) Motion Carried.

Treasurer's Report - Mike White
The 1996 Audit summary will be in the August issue of the BMW Owners News. The new Board will need to address the non-taxable organization status of BMW MOA. Missouri ruled that BMW MOA owes taxes on the sales of country Store items and the Owners News. While BMW MOA followed the auditor's adivice received three years ago on this matter, the taxes and penaties will be paid, and BMW MOA will persue payment of the penalties from the auditors.

Motion (sussanna Parkhouse, Deb Lower): Based on documentation presented to the Board by Treasurer Mike White, the Board finds Director Robert Beeman owes BMW MOA the sum of $207 for excess funds advanced for coverage of expenses submitted for the October 1996, January 1997, and May 1997 Board meetings. Voting Yes - Susanna Parkhouse, Mark Willis*, Deb Lower, Mike White, Jeff Dean. Abstaining - George Glascock, Pam Dempster, Robert Beeman*, Betsy Dow. (*Proxy vote.) Motion Carried.

Barb Zingre notified the Board that a licensing fee of $50 per month would be required in order to implement direct deposit of payroll for the employees. The Board directed Barb proceed with direct deposit of payroll as authorized at the May Board meeting.

Mike White recommended the Board not adopt the Merrill Lynch proposal for the growth portion of BMW MOA's investments. No action was taken.

The Board adjourned to Executive Session at 10:45 a.m.

Respectfully Submitted,

Betsy Dow, Secretary
BMW MOA Board of Directors


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