BMW MOA BOARD OF DIRECTORS
IN THE INTEREST OF SAVING SPACE, THIS IS A SUMMARY OF THE UNOFFICIAL MINUTES - SUBJECT TO APPROVAL AT THE NEXT BOARD MEETING. THE MINUTES IN THEIR ENTIRETY ARE AVAILABLE FROM THE BMW MOA OFFICE, UPON REQUEST.
CALL TO ORDER - Deb Lower The meeting was called to order at 8:15 a.m. All Board members and the Association Manager were present. 20 others were in attendance.
APPROVAL OF OCTOBER 1996 & JANUARY 1997 MINUTES - Betsy Dow MOTION (George Glascock, second Pam Dempster): Strike Robert Beeman's name from the record as being the Board member called to order (Page 11). Reason: Board Member was not specifically named during the meeting. Voice vote: Motion carried.
MOTION (George Glascock, second Susanna Parkhouse): Adopt the October minutes as corrected. Voice vote: Motion carried.
MOTION (George Glascock, second Susanna Parkhouse): Adopt the January minutes as submitted. Voice vote: Motion carried.
TREASURER'S REPORT - Mike White/Barb Zingre A summary of the Grace & Co. report will be published in the BMW Owners News. Members may request a copy of the complete report from the BMW MOA office, in addition, copies of the entire report will be available at the June rally.
BMW MOA's profit after taxes is now classified as Unrestricted Net Assets. Total Assets for 1996 are $775,000. Total Current Liabilities are $102,600. Deferred Membership Dues are $332,881. Unrestricted Net Assets are $340,162. A financial summary comparing income & expenses from 1993 through 1996 shows a marked improvement in revenue over the past three years. Nancy Sulfstede was commended for excellence in ensuring BMW MOA's finances are understandable.
MOTION (Robert Beeman, second Pam Dempster): Whereas, the highest responsibility of any business to the people employed therein is to pay those employees on time, and whereas our normal payroll procedures are so efficient and effective that paychecks were on time even throughout the 1993 St. Louis flood, and whereas BMW MOA has, on at least three separate occasions in the recent past, missed its payroll and caused its employees severe and entirely needless financial hardship, and whereas the payroll had been sent to the Treasurer for signature with ample time to sign and return by a payday, and whereas the Treasurer, despite repeated requests for speed, did on at least three separate occasions delay returning those checks until after payday, Therefore Be It Resolved, that the several Directors and Officers of BMW MOA acting as the Board of Directors do hereby censure and reprimand Treasurer Michael White for failure "to assure the timely satisfaction of BMW MOA obligations and debts," [Sec 4.5, Constitution and Bylaws, BMW MOA], and for negligence in exercising "custody and control over all moneys [and] funds" [opt. cit., para. 2], and in remedy do instruct the Treasurer henceforward to expedite paychecks to avoid late payrolls.
A history was requested as several directors had no knowledge of any payroll problems. Barb noted that she would have addressed this issue with the Board during her association manager's report.
MOTION TO AMEND THE MAIN MOTION #1: (Jeff Dean, second Deb Lower): Remove the language of the motion before the Board and substitute - The Treasurer and Association Manager confer and devise a policy to ensure that payroll obligations be met on time. Jeff and Deb agreed to change to wording of their motion to include a date by which the policy would be in place, "Sunday, May 4, 1997".
MOTION TO AMEND THE MAIN MOTION #2 (Robert Beeman, George Glascock): Rephrase the Motion before the Board - Several Directors and Officers of BMW MOA acting as the Board of Directors due hereby note their failure "to assure the timely satisfaction of BMW MOA obligations and debts," [Sec 4.5, Constitution and Bylaws, BMW MOA], and negligence in exercising "custody and control over all moneys [and] funds" [opt. cit., para. 2], and in remedy do instruct the Treasurer henceforward to expedite paychecks to avoid late payrolls. Robert and George accepted rewording the last sentence of this motion to "and in remedy do instruct the Treasurer and Association Manager to develop a procedure to henceforward expedite paychecks to avoid late payrolls".
VOTE ON AMENDED MOTION #2 (Robert Beeman, second George Glascock): Voting Yes - George Glascock, Betsy Dow, Pam Dempster, Robert Beeman, George Glascock. Voting No - Mark Willis, Susanna Parkhouse, Jeff Dean, Deb Lower, Mike White. Motion Failed.
VOTE ON AMENDED MOTION #1 (Jeff Dean, Deb Lower): Voting Yes - Mark Willis, Susanna Parkhouse, Jeff Dean, Deb Lower, Mike White, Betsy Dow. Voting No - Pam Dempster, Robert Beeman, George Glascock. Motion Carried.
MOTION (Jeff Dean, second Deb Lower): Remove the language of the motion before the Board and substitute - The Treasurer and Association Manager confer and devise a policy to ensure that payroll obligations be met on time and present their policy to the Board on May 4, 1997. Voting Yes - Mark Willis, Susanna Parkhouse, Jeff Dean, Deb Lower, Mike White, Robert Beeman, Betsy Dow. Voting No - Pam Dempster, George Glascock. Motion Carried. MOTION (George Glascock, second Robert Beeman): That the Treasurer be instructed not to interpret written policies, but to apply the letter of board expense policies the same to all, with the intent to facilitate attendance at meetings and performance of duty, and to do so in an atmosphere of assumption of trust. The Treasurer shall also recognize pre-approved grants of permission for optional travel. George agreed to defer the motion until the topic of Board Reimbursement on the agenda was discussed.
BUSINESS PLAN - Barb Zingre/Mike White/Nancy Sulfstede Board members received copies of the Consolidated Financial Statements for 1996 versus Budget as well as the March 1997 Financial Overview for discussion at Sunday's session. Mike noted that Nancy and Barb did an excellent job developing a Business Plan as a backup to the Budget, indicating the Budget assumptions.
Preliminary findings of the Missouri Dept of Revenue Sales & Use Tax Audit may increase expenses. Missouri is reinterpreting existing laws. Their preliminary finding is that sales taxes are owed on the BMW Owners News and Country Store items mailed to the members. MOA paid taxes as advised by Grace & Co. and is working with guidance from Grace & Co. to resolve this issue.
BOARD MEMBER REIMBURSEMENT - Mike White MOTION (George Glascock, second Robert Beeman): That the Treasurer be instructed not to interpret written policies, but to apply the letter of board expense policies the same to all, with the intent to facilitate attendance at meetings and performance of duty, and to do so in an atmosphere of assumption of trust. The Treasurer shall also recognize pre-approved grants of permission for optional travel.
Mike noted the Treasurer's job is to interpret the language of the policy established on September 15, 1993, and to follow the By-laws (Section 1.5). This Board allows prepayments so that Board members can receive advances. The stipulation is that the Board member submit receipts for expenses.
George stated the motion addresses the problem that he incurred in submitting expenses after the Texas Board meeting. Deb confirmed with George that before the May Board meeting he had received full reimbursement for the Texas trip.
Robert received payment for his Texas expenses but had not submitted any receipts for the expense prior to requesting advanced payment to purchase tickets to attend the May meeting. Mike would not authorize the new expense until the accounting for the January advance was received.
VOTING ON THE MOTION (George Glascock, second Robert Beeman): Voting Yes: Pam Dempster, Robert Beeman, George Glascock. Voting No: Mark Willis, Susanna Parkhouse, Jeff Dean, Deb Lower. Abstaining: Mike White, Betsy Dow. Motion Failed.
BMW MOA ELECTION - Barb Zingre This election the list of candidates, biographies and statements came via e-mail which is new to the election process. Don had received over 20 e-mails and used a list e-mailed from Jeff Dean. The list was correct but the printout broke the list after Susanna Parkhouse's name and Elsie Smith's name appeared to be in the Directors section on the printout. Don noted that transferring the data electronically simplified things as far as meeting deadlines, however, the process was different from past elections and he erred in not catching the mistake. Barb also took responsibility because she did not take part in the election preparations. As Association Manager it was her duty to oversee the process. Barb estimated the financial impact of the ballot error to be a total cost of $13,000.
Barb presented a proposal for an election process policy to reinforce the By-laws and to prevent future election errors with a system of checks and balances. Mike noted that as the association grows, having an established policy will correct the differences encountered with each election. Deb asked that the record show that Mike Cohen of Vivid Image did not design or produce the election ballot. Sandy Cohen, Bill Laubengayer and Don Hamblin suggested that e-mail not be used for any official business.
CHARTERED CLUB REPORT - Greg Hutchinson As of the May meeting, BMW MOA has 179 Chartered Clubs. The Anonymous listing now offers e-mail addresses where available, meeting dates and any annual events. Any changes to club information should be available on the Website by the June rally.
Greg has designed a Renewal Form with each club's current listing to will be mailed to the Treasurer of each club. Costs to MOA will be reduced with this method. Greg is addressing clubs that are interested in chartering by sending information as to the value/advantages of being a chartered club. Greg also provides information on how to start a club. Clubs will be able to call Greg for suggestions on running a rally and can also receive information on types of insurance coverage for their rallies. Greg is in the process of creating a book on each club's history which will be available in either a set of binders or accessible on the Website.
Greg plans to put individual club election results in the Owners News in doses of 4-5 listings per issue.
Greg would like to develop a recognition/award for clubs who have been chartered for 5, 10, 15, 20, 25, years.
RALLY UPDATE - Beth Lindeberg Beth provided a rally events schedule and map. Barb displayed the 25th Anniversary rally can cooler which each paid attendee will receive. Special limited edition belt buckles as well as 25th Anniversary playing cards will be available for sale at the rally in the Country Store.
1998 RALLY & FUTURE RALLIES - Deb Lower Deb recommended Matthew & Susanna Parkhouse for consideration as 1998 rally co-chairs. MOTION (George Glascock, second Jeff Dean): The Board enthusiastically appoint Matt & Susanna Parkhouse as the 1998 rally chairs. Voice Vote: Motion Carried.
2001 & 2002 rally sites are in a very preliminary stages at this time. George will pass the information on to the next Rally Site Committee Chairperson. The Board expressed appreciation to George for his efforts in securing rally sites through 2000.
BY-LAWS - Mike White The proposed revisions were published in the July 1996 BMW Owners News and have been fine-tuned since then based on Board and member input.
MOTION #1 (Jeff Dean, second Mike White): The constitution portion of the Constitution and By-laws of the BMW Motorcycle Owner of America, Inc. is deleted in its entirety.
MOTION #2 (George Glascock, second Robert Beeman): In order to assure notification to membership of board meetings as proposed in 4.2 "printed in" shall replace the word "to" before "BMW Owners News".
Article III, Section 4.2 deals with special meetings. Mike noted George's motion could prevent the Board from holding a special meeting if the notification for publication deadline could not be met. Special meetings are held for limited purposes with only items scheduled discussion being decided. Decisions would need to be affirmed at the next regular Board meeting. The goal for holding regular meetings should always be notification to the members in the Owners News (30) days prior to the meeting. Jeff suggested that the last sentence of Section 4.1 "Failure to publish such notice shall not invalidate action taken at such meeting" be added to the end of Section 4.2. That would state that the intent would be notification of Board meetings in a timely fashion but would not paralyze the Board.
Mike asked that the motions before the Board be deferred until Sunday, May 4, 1997, so that he has a chance to draft acceptable language for Section 4.2. Jeff and George agreed.
MOTION (George Glascock, second Robert Beeman): 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 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 Section 1 and Section 2 of the proposed revisions.
Jeff noted this motion would disable the Board from making any by-law revisions under Article V. Amendment of By-laws, changes to the by-laws could only take place with the bi-annual elections. Betsy noted the current by-law provisions state the Board can not vote upon a motion to amend the by-laws for a period of (60) days following the date of such motion, and the provision that the motion be published in the BMW Owners news no less than (30) days prior to the taking of any vote. Her position is the Board would hear from the membership as to their opinions of any amendment/revision to the by-laws prior to the Board's vote on any revision/amendment. Mike noted that the proposed amendments to the Constitution and By-laws do not change the current system of by-laws revisions which have been in place since May 1, 1984.
VOTING ON THE MOTION (George Glascock, second Robert Beeman): Voting Yes: Robert Beeman, George Glascock. Voting No: Mark Willis, Pam Dempster, Susanna Parkhouse, Jeff Dean, Mike White, Betsy Dow. Motion Failed.
MOTION (George Glascock): The Treasurer shall act on all checks within three (3) days of receipt.
The motion would be incorporated into the By-laws Article III. Board of Directors, Section 10. The motion died for lack of a second.
MOTION (Pam Dempster, second Jeff Dean): Restore Article 3. Board of Directors, Section 3.75 Proxy Vote of the current by-laws to the proposed by-law revisions. Since Section 3.75 is very specific as to when and how often a proxy vote can be used and it should be retained. Voting Yes - Mark Willis, Pam Dempster, Susanna Parkhouse, Jeff Dean, Deb Lower, Mike White, Robert Beeman, George Glascock, Betsy Dow. Motion Carried Unanimously.
MOTION (Robert Beeman, second Pam Dempster): Section III of the By-laws. It shall be a duty of each Board member to communicate to their constituents once per calendar quarter during their term of office.
Mike requested clarification of what the target of the motion would be for Board members to fulfill their obligation. Robert's intent is to craft a way that the Board can fulfill this duty in a fast and sound method. Greg Hutchinson pointed out that the motion is very vague.
Jeff and Betsy would like to see the method of communication developed as Board policy instead of an addition to the by-laws.
Carol Patzer questioned why the method of quarterly communication used by past Boards was discontinued. It was dropped because only directors, not officers were charged with this duty and because not all directors completed this duty. The current Board was searching for a better method of communication.
MOVE TO AMEND THE MOTION (Mike White, second Susanna Parkhouse): Replace the motion with the following - Section 3 of the By-laws. The Board of Directors shall communicate with the members of BMW MOA once per calendar quarter. The amendment to the motion would address the concerns of some Board members that carte blanche would be granted causing undo expense to the club while still communicating the Board has a responsibility to communicate with the membership. Mark noted that if this amendment is passed, the Board only needs to make a policy on the method of communication.
Robert viewed the amended motion as a censorship effort on Mike's part. Betsy stated that the amended motion, if passed, would give each Board member the ability to express their views without censorship and that the method used would be formed in the policy. George noted that there are certain issues he as a Board member might like to address to the membership and there is no current method available to the membership to hear the individual Board members. George noted that this Board has been struggling with this issue for almost two years.
VOTING ON THE MOVE TO AMEND THE MOTION (Mike White, second Susanna Parkhouse): Voting Yes - Jeff Dean, Susanna Parkhouse, Deb Lower, Mike White. Voting No - Mark Willis, Pam Dempster, Robert Beeman, George Glascock, Betsy Dow. Motion Failed.
VOTING ON THE MOTION (Robert Beeman, second Pam Dempster): Voting Yes - Pam Dempster, Robert Beeman, George Glascock. Voting No - Mark Willis, Susanna Parkhouse, Jeff Dean, Deb Lower, Mike White, Betsy Dow. Motion Failed.
MOTION (Robert Beeman, second George Glascock): It shall be the duty of each Board member to communicate once per calendar quarter per term of office to his/her constituents, Board reimbursement not to exceed upon receipted expenditures a sum equal to one stamp per Ambassador, one stamp per charter club and not more than $50 dollars for unaligned members.
Mike reminded the Board that this is the same issue that the Board has dealt with at the October and January meetings with Robert seeking to publish One Voice as a political venue for himself. George objected to Mike's view as his first contribution was non-political. Mark and Betsy noted they were offered an opportunity to be in the first renewed One Voice. Mark declined because he does not want to participate in a publication that slanders people. Betsy declined because she does not want to be associated with the tone of One Voice.
Robert noted he offered both of them the opportunity to preview One Voice prior to publication. He also offered this opportunity to all Board members after the first renewed issue.
VOTE ON THE MOTION Voting Yes: Pam Dempster, Robert Beeman, George Glascock. Voting No: Mark Willis, Susanna Dempster, Jeff Dean, Deb Lower, Mike White, Betsy Dow. Motion Failed.
MOTION TO ADJOURN UNTIL 7:30 a.m. with the Board meeting in Executive Session with Open Session scheduled for 8:00 a.m.
CALL TO ORDER - Deb Lower The May 4 session of the Board meeting was called to order at 9:00 a.m. All Board members and the Association Manager were present. 13 others were in attendance.
EXECUTIVE SESSION REPORT - Deb Lower Ambassador Appointments - Ambassador Patrice Castel, Ottawa Ontario, CANADA was reinstated. Sue Rihn-Manke and Brian Manke, Palmyra, WI were appointed as new Ambassadors.
BY-LAWS REVISIONS - Mike White Mike will revise and present an updated draft of the By-laws revisions at the next Board meeting, with copies available for the membership. Motions made at the May 3 meeting were tabled.
George noted that the only way he would abandon provisions of each member voting on all By-laws changes is if a survey is done. Jeff, Pam and Betsy noted that while they have minor objections to the proposed by-laws revisions, they would be able to support the revisions. Voting on the By-laws revisions as a package does not mean that the individual sections of the By-laws can not be amended and/or revised.
PAYROLL - Mike White, Barb Zingre Barb proposed handling payroll problems by using direct deposit. Mike noted that to comply with the By-laws requirement of a two person signature on checks, a payroll company could be authorized to issue pay checks based on what Nancy Sulfstede submits to them. The payroll company would be reimbursed with a two person signature check.
MOTION (Betsy Dow, second Jeff Dean): The Board authorize the Association Manager to develop a system for direct deposit of employee payroll. Voice Vote: Motion Carried.
BUDGET - Mike White MOTION (Jeff Dean, second Susanna Parkhouse): The Board approve the 1997 Budget. Voice Vote: Motion Carried.
MOTION (Jeff Dean, second Pam Dempster): The Board thank Treasurer Mike White, Association Manager Barb Zingre and Nancy Sulfstede for their excellent work in preparing a clear, well done, comprehensive Budget and Financial Statement. Voice Vote: (Mike White abstained) Motion Carried. AFFIRMATION OF ASSOCIATION MANAGER TRAINING - George Glascock After discussion, the Board affirmed that job related training is pre-approved as long as the Association Manager and Staff stay within the budget.
MEMBERSHIP DATABASE - Greg Hutchinson, Tim Lamkin, Sharon Schnare, Barb Zingre Greg Hutchinson presented a proposal and recommendation that MOA enter into a partnership with his firm, One2Velocity Consulting, in conjunction with four other similar organizations to develop the required membership database application. Each firm would fund a percentage of the development cost. The advantage would be having one source of database information for all functions of BMW MOA. Greg estimated that the cost to MOA would be $1.00 per active member for the database and Website and an additional $0.25 per active member for e-commerce.
Barb expressed concerned that the system proposed by Greg is unproven and is under development at this time. One of the main criteria expressed to Barb by the Board is that the system must be a proven and fully functional software solution.
Barb noted that in January the Board reviewed the Lamkin, Schnare & Associates, Inc. (iMIS Meeting Management System) proposal and had approved it.
Barb has already begun the process of implementing the iMIS database, as directed by the Board at the January meeting, and entered into a contract with Lamkin, Schnare & Associates, Inc. with implementation of the program in October. The advantage to MOA would be a flexible, proven package developed in 1991 that is updated at a minimal cost. Tim Lamkin agreed to defer billing for the software program until the second half of the year.
TOWN & BOARD MEETING SCHEDULE AT THE NATIONAL RALLY - Deb Lower The Town Meeting will be held in Pavilion 5 on Wednesday, June 25 from 8:00 - 9:00 a.m. The Board Meeting will be held in Pavilion 3 on Thursday, June 26 from 8:00 a.m. - 9:00 a.m.
INVESTMENTS - John Campbell John presented additional information to the Merrill Lynch investment proposal reviewed by the Board at the January meeting. Merrill Lynch suggests taking the growth portion of MOA's investments (approximately $170,000) and establishing a discretionary account. A professional committee of portfolio managers would handle the discretionary account following rules established by the Board. The fee would be 1.5 points for the first $100,000. The goal of a discretionary account is an overall positive performance of the portfolio. Mike noted that Grace & Company has recommended MOA use a professional investment committee.
Recommendation - Mike White: The Association Manager and Treasurer will present a proposal for the Board's approval at the June meeting. Jeff Dunkle, as unopposed candidate for the Board position of Treasurer, will be apprised.
ADJOURNMENT - The meeting adjourned at 12:10 p.m.
Betsy Dow, Secretary