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

comments@bmwmoa.org

October 1998 Board Meeting

BMW MOA BOARD OF DIRECTORS
BOARD MEETING,
|OCTOBER 17 & 18, 1998
WESTPORT, MO (ST. LOUIS AREA)

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 - Jeff Dean, President

The meeting was called to order by Jeff Dean. In accordance with BMW MOA by-laws, section 4.4, Tom Keen authorized Jeff Dunkle and Jim Shaw authorized Paul Glaves to vote on their behalf on all issues raised during the October board meeting.

All other board members were present as well as Barb Zingre, Association Manager. Members and guest in attendance were BMW MOA staff member Marilyn Roberts, BMW Owners News Editor Sandy Cohen, Advertising Director Ray Monroe, Ambassador Liaison Sue Rihn-Manke, Ambassadors Mae & George Glascock, Susanna Parkhouse, 1999 Rally Co-chair Michael Friedle, members DJ Douglass, Al Cohen, Nancy Sulfstede. Also in attendance were Bill Perry, auditor (Wolf, Nilges & Nahorski) and Carl Lothman, lawyer (Evans & Dixon).

BOARD MINUTES – The July board minutes were approved.

BMW MOA EDUCATIONAL & CHARITABLE FOUNDATION - The board applauded the efforts of Clark Luster and the committee members working to establish a BMW MOA Educational & Charitable Foundation and authorized the committee to continue their efforts to establish a BMW MOA Education & Charitable Foundation. The committee will meet in January.

PRESIDENT REPORT - Jeff Dean summarized the preliminary results of the BMW MOA survey and the International Council of BMW Clubs (ICC) meeting.

Examples of the survey results - the average member has been a 5 year member, rides 10,000 miles per year, is satisfied with the association's management, is college educated, married, owns a BMW and one or more other motorcycles, is middle-aged, is happy with the membership benefits, reads the BMW Owners News, would like to see rider education programs at the national rally expanded, prefers a weekend national rally, would like BMW MOA to establish a charitable foundation, prefers staggered terms of office for the board and has accessed BMW MOA's web site.

Court Fisher and Jeff Dean attended the ICC meeting held in Toronto, chaired by Mark Luckman, CEO of BMW CCA. Presentations included a report on how important BMW clubs are to marketing, a report on the 75th anniversary celebration in Munich, a report on the work of BMW Mobile Tradition, and the process of approval of new clubs for representation on the Council. The BMW Mobile Tradition preserves the long and distinguished history of BMW cars and motorcycles through publications, restoration, acquisition and display of vintage bikes and cars as well as the reproduction of parts for old cars and bikes. The 1999 ICC will be held in Germany.

TREASURER REPORT – Jeff Dunkle, Treasurer.
Y-T-D (Year-to-date - August 31) income is $1,083,997, which is $180,665 ahead of budget. Chief contributors – Membership income is up $57,796. Ad income is up $57,635. Rally Income is up $84,909. The board publicly thanked Ray Monroe for his advertising efforts. The national rally generated a net income that is best characterized as astonishing. The board publicly thanked Susanna & Matt Parkhouse for their rally efforts.Y-T-D Expenses are $18,432 over budget. The Merrill Lynch fund performance was unsatisfactory and the agreement is being terminated. The board authorized Director Rob Lentini to work with the association manager to invest BMW MOA reserve funds as presented in his proposal. Jeff Dunkle; senior BMW MOA staff members; and BMW MOA's accountant, Nancy Sulfstede, developed a draft of the 1999 budget. Changes to line items will accurately report what monies are spent on BMW MOA operations/costs and which are spent on BMW MOA Publications. The board publicly thanked Nancy Sulfstede, Barb Zingre and Jeff Dunkle for their work on publications reporting and the financial sheets for the easier to read budget sheets.

The board approved the 1999 Budget and requested the association manager look at the survey results and look at the 1999 budget and prepare a proposal to move forward into the next century via the web page.

Bill Perry, Auditor -Wolf, Nilges & Nahorski and Carl Lothman, Lawyer - Evans & Dixon presented MOVING MOA CORPORATION & DISSOLVING PUBLICATIONS options. Separation of the MOA corporation from the Publications corporation was originally based on tax laws. Since tax laws have changed, moving the MOA corporation from California to Missouri and dissolving the Publications corporation is feasible. BMW MOA will save approximately $750 in annual filing fees and eliminate the costs involved in maintaining two sets of documentation, one for the California Corporation and one for the Missouri Corporation. The recommendation is to amend the by-laws to a more practical percentage of votes needed from the members, then merge the California Corporation into the Missouri Corporation with the Missouri Corporation being the surviving entity. BMW MOA would remain a not-for-profit corporation. Estimated cost to effect these changes, including legal and accounting fees, is $2,500 - $3,000.

ASSOCIATION MANAGER REPORT - Barb Zingre noted that membership is growing with 1,450 new members at present for this year. An average of 15 new members, per week, comes from the web site. Income is at an all time high, 20% higher than anticipated. Expenses are 2.18% higher than anticipated.

The process of converting past issues of BMW Owners News onto CD-ROMs continues with copyright concerns having been addressed and resolved.

The board approved Barb's recommendation of implementation of a policy and procedure for unanticipated expenses which was drafted by Tom Keen.

The board adopted the Association Manager's recommendations that Vivid Image be retained as the production company of BMW Owners News and accepted the Association Manager's recommendation for production of the 1999 Anonymous book.

Barb thanked Greg Hutchinson for his time and efforts in reviewing the current computer hardware and providing recommendations to upgrade the systems to meet existing and anticipated (next five-year) needs of the BMW MOA office. The board amended the 1998 budget, adding $20,000 for upgrading the office computer system. The board authorized the signature of the Association Manager's assistant on the office account.

PUBLICATION REPORT - Sandy Cohen attended and was a presenter at the AMA Leadership Summit, attended the INTERMOT show in Munich and toured the motorcycle factory in Spandau. BMW NA has agreed to loan BMW Owners News a long term test bike for more in-depth and exclusive articles. Advertising sales have increased 22% in 1998. Full-page, four-color ads have been in every issue for the first time in the history of the BMW Owners News. Ray is optimistic about maintaining current sales and securing new advertisers.

COMMITTEE REPORTS

Chartered Clubs - Greg Hutchinson reported that BMW MOA has 180 local clubs with more in the process. Renewal forms for 1999 will be sent out.

1998 Rally -Susanna Parkhouse review of the 1998 rally included a detailed suggestion defining the breakdown of duties and responsibilities, particularly which should be assigned to the administrative office and publications office, which should be performed by office staff at the rally, which should be assigned to the board, and which should be assigned to the rally chairpersons.

1999 Rally - Mike Friedle provided a preliminary list of the 1999 rally committee chairpersons. The official name of the rally is Rhinebeck Rally. A map of the fairgrounds with details as to traffic patterns and building assignments for the vendors, seminars, first aid, the beer garden, etc. was provided. All fairground roads are paved, plenty of shade and space is available for camping and the fairground has an on-site recycling center (tires & oil). Additional shower facilities are available at the local high school and the community college. 3,000 hotel/motel rooms are available within a 20-mile radius of the rally site. In addition, arrangements have been made with a college located 18 miles south of the rally site for up to 500 dormitory beds. The fairground retains control of the exclusive agreement with a food vendor. BMW MOA retains the right to vend beer, wine and soda. The local police force consists of 9 members, of which, 7 are riders. The local BMW clubs have been very favorable and supportive, as has been the enthusiasm of the chamber of commerce, businesses and area attractions. This is a mid-week rally, July 13-16, 1999. Early admission to the fairgrounds prior to the rally will be limited to those volunteers working rally set-up between Saturday and Tuesday prior to the rally. Volunteers working during the rally (but not working set-up) will not be allowed early admission to the fairgrounds. Campgrounds, 3 state and 5 local, are located within a half-hour drive from the fairground. General admission to the fairground will begin on Tuesday.

Ambassador & Ambassador Emeritus Programs - Sue Rihn-Manke reported that Dean & Vonnie Kauffman - Texas and George Saunders - England have been elevated to the Ambassador Emeritus program. Sue requested a letter addressing issues of importance and interest from the board president for inclusion with her next ambassador newsletter. The board directed Sue Rihn-Manke to provide a written policy on administration of the Ambassador Emeritus program.

UNFINISHED BUSINESS

Strategic Planning - Jeff Dunkle provided a synopsis of the Strategic Planning session. Jeff will provide a rough draft of the strategic plan language for review at the next board meeting.

Don Douglass Memorial MSF Contribution - The board authorized a donation of $1,000 to the National Motorcycle Safety Fund (MSF) in memory of Don Douglass.

Recording Secretary - The board adopted Barb's proposal regarding the recording secretary thus enabling the elected secretary to take a more active role in discussions of issues before the board.

Corporate Credit Card Policy - The board accepted the policy as outlined by Barb.

Membership Promotion/Recruitment - Barb presented a prototype 4-fold, four color brochure which will replace the annual big poster/membership applications that BMW MOA sends to the dealers as well as replacing the recruitment materials sent to the ambassadors.

Mileage Awards - Some members have passed the 500,000-mile mark. Lyle Grimes requested the program be expanded and the board expanded the program so that pin will be awarded in additional 100,000 mile increments up to a million miles.

NEW BUSINESS

Appointment of 1999 Election Nominating Committee – The board ratified the appointment of Susanna Parkhouse - Colorado as chairperson, Josh Ascher - Hudson Valley area and Norm Grills - Texas as committee members.

Appointment of 1999 Election Committee - The board ratified the appointment of Nancy & Phil Sulfstede as 1999 Election Committee to serve as ballot counters.

Amendment to the By-laws – Paul Glaves explained the parliamentary procedure to put a motion on the floor for consideration at the next board meeting. Per the by-laws the board cannot vote on the motion until the passage of (60) days. The following motion is under consideration by the board: MOTION (Paul Glaves/Betsy Dow): Article II Section 8.3 of the by-laws shall be amended to read as follows: "shall be at least 15% of the active membership". The purpose of the proposed by-law change is solely to accomplish the ability of a ballot in our normal election to constitute a quorum of the membership to conduct business where it is reserved to the membership (15% is 4,500 on 30,000 memberships). This motion would allow the board to put into effect staggered three-year terms for the upcoming election. From the first biennial election for which the ballots are counted following the adoption of the amendment (which would be the upcoming election), the president and secretary shall serve two year terms. The vice-president and treasurer shall serve three-year terms. The three candidates for director for whom the three highest vote totals were cast shall serve three-year terms. The two candidates for directors for whom the fourth and fifth highest vote totals were cast shall serve two-year terms. Thereafter, upon the expiration of these transitional terms of office, the office would be for a three-year term. The amendment would also allow the question of moving of the corporation from California to Missouri to be on the ballot. Reference to the proposed amendment will be made in the materials explaining the election process with the statement that if the board at the January meeting amends the by-laws, then the candidacies for vice-president, treasurer and (3) of the directors shall be for three-year terms.

Rally Manual Contract - At the request of past and present boards, rally chairs and the Association Manager, the need for an official rally manual was addressed. The board authorized the Association Manager to contract with Susanna Parkhouse to produce a manual for the planning and management of the national rally of the MOA for a contract price not to exceed $10,000.

International Council Friends of the Marque - Robert Beeman

BMW MOA nominated Don Douglass to the ICC as a Friend of the Marque. The ICC rejected the nomination on the grounds that posthumous nominations are not accepted. This condition was not evident prior to BMW MOA submitting the nomination. The ICC will ensure that future nomination guidelines explain this provision. The board approved the following motion: The board of directors of BMW MOA wishes to express its extreme disappointment at the decision of the International Council of BMW Clubs to reject our petition for Friends of the Marque. We regret exceedingly that we are prevented from honoring one who has done so much for our organization and for BMW riding in North America, whose decade-long support and enthusiastic advocacy of BMW motorcycles influenced a group of BMW riders comprising a substantial portion of the total number of BMW owners in the world.

Limit of Authority - BMW MOA had a void in policy regarding the level of authority needed to execute contracts on its behalf. The board adopted the Limit of Authority as presented by Jeff Dunkle.

800 Phone Service - The 800 service has received both praises and complaints with quality of the service provided being questionable. The board authorized the staff to investigate whether we are receiving value for monies spent and providing a useful service to the members and to make recommendations upon completion of the investigation.

ANNOUNCEMENTS

Board meetings - The January board meeting will be held on January 22 & 23, 1999 in Tucson, AZ. The April board meeting will be held April 30 - May 1, 1999 in Rhinebeck, NY.

Respectfully Submitted,

Betsy Dow, Secretary
BMW MOA Board of Directors


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