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
JANUARY 4 & 5, 1997
FREDERICKSBURG, TX

UNOFFICIAL MINUTES - SUBJECT TO APPROVAL AT THE NEXT BOARD MEETING

CALL TO ORDER - DEB LOWER
The meeting was called to order at 8:25 a.m. Board members in attendance: Deb Lower, Mike White, Betsy Dow, Mark Willis, Pam Dempster, George Glascock, Robert Beeman, Susanna Parkhouse. Absent: Jeff Dean. Staff present: Barb Zingre, Don Douglass, Ray Monroe. BMW MOA members were also present. Deb welcomed all and introductions were made.

Deb reviewed the Agenda: October Meeting Minutes, President's Report, Treasurer's Report, Membership Database, Printing Contract - Mailing, Advertising Policy, Publications, 1997 Budget, Tour of the 1997 Rally Site, Rally Report, Communication - Approval of One Voice - Motion on Communication, Strategic Planning - Mission Statement, Tours, Bylaws, New Business - Set Next Board Meeting. Executive Session Agenda: Future Rally Sites, Association Management - Performance Review Criteria.

APPROVAL OF OCTOBER MINUTES - Betsy Dow
Betsy apologized to the members and Board of Directors for the delay in getting the October minutes to them before the January Board meeting. In order to give everyone time to read and review, approval of the October Minutes was deferred to the Sunday, January 5th session.

PRESIDENT'S REPORT - Deb Lower
Deb presented a proxy vote from Jeff Dean authorizing Mike White to vote for Jeff according to the bylaws (Section 3.75).

Deb has been in communication and will try to meet with BMWBMW to address that chartered club's concerns prior to their charter renewal. Deb noted that BMW NA will participate at the 1997 rally and again offer demo rides. Don noted that at the 650 Presentation, he spoke with each BMW NA representative and each expressed satisfaction with the coverage BMW NA has received in the Owners News.

Email problems - Betsy, Robert and Mark are off-line but are working to get back on-line and will advise the Board and Staff as to their progress.

Deb has been in communication with Beach Tours concerning an Edelweiss tour advertisement in the Owners News. The distinction is that none of the advertising lists an "exclusive" BMW MOA tour.

The January issue of the Owner News provides information on the Election Committee and the Election Requirements.

Deb has received a request from the International Council of BMW Clubs to do a survey of BMW MOA members. As of yet, the Friends of the Marque Awards have not arrived. Deb will update the Board and Staff after checking with the International Council on these items. The International Council of BMW Clubs represents the world market for BMW and is funded through BMW AG.

TREASURER'S REPORT - Mike White
At the end of November, BMW MOA was $114,000 in the black, more than double the projected income of $52,000. Expenses are on track. The reserve fund will be go into the Merrill Lynch account. BMW MOA, as a profit corporation, will pay more taxes due to the increased income. The Missouri Department of Revenue will conduct an audit of BMW MOA's Country Store sales on January 9, 1997, regarding compliance with sales use tax & withholding tax. This is a standard practice in Missouri and is not a red flag issue.

Expense reports from the Board and others have created difficulties in assigning expenses to the correct accounts. Barb, Mike and Nancy Sulfstede are reworking the expense report forms to provide clarity. Day-to-day expenditures in the MOA office have been handled through a cash box and a small office account. Mike and Barb are investigating methods to simplify the small account expenses.

Mike suggested BMW MOA look at reestablishing a not-for-profit status in 1997. Rally expenses are taxable under BMW MOA's current status. BMW MOA has never been tax exempt, but did have exemption on paying taxes on rally expenses.

BMW MOA created a money market account with Merrill Lynch so profits earn interest but are readily available if the funds are needed. Merrill Lynch has proposed adjustments to the current system to build up the reserve. Mike will review the proposal and bring a recommendation to the Board.

Robert expressed concern that a delay in receiving a check to cover his plane fare to attend the January Board meeting resulted in his inability to book a flight. Mike and Barb explained that the check was not held, but that due to the two signature requirement, there is always 4-5 days from the time a check is issued, signed and sent to the payee. Robert questioned the nonpayment of $82 of submitted expenses. Mike and Robert will discuss the expenses outside of the meeting. If they are unable to resolve the issue, they will bring it to the Board.

George asked for clarification on submitting an anticipated expense - his mileage for the return trip to St. Louis after the meeting. George was assured the mileage expense would be approved.

OTHER WELCOMES - Deb Lower
Beth Lindeberg, 1997 Rally Chair, and other BMW MOA Members who arrived after the start of the meeting were introduced and welcomed.

1997 BMW MOA CALENDAR - Barb Zingre
Barb presented the 1997 BMW calendar, available in the Country Store for $10, plus $4 shipping. Jerome (the calendar production company) sent Barb a letter stating their paper supplier was so impressed with the design, graphics, layout & quality of the calendar that he entered the calendar in award competitions at the National Paper Show. Jerome stated that less than 1% of all their work is ever submitted. Barb and Jerome designed the 1997 calendar. Betsy requested that the Jerome letter be printed in the Owners News.

MEMBERSHIP DATABASE - Barb Zingre
Statistical Report - As of the end of 1996, BMW MOA has 27,096 members; an average of 100 new members per month; a retention rate of 91%, and a growth rate of approximately 5.5%.

Barb presented a proposal from Lamkin, Schnare & Associates, Inc. for a new membership database system which will address and solve the problems the Staff has with the current database. It will provide long term capabilities as membership grows. Revamping the current system - which has been done twice - has not resolved the problems. The Board will review the proposal.

HEARTLAND PRESS - Pam Dempster
Complaints are: Late Delivery - to members, and of the complimentary copies to Ambassadors & Advertisers; Production Problems - invoice copies not being sent, non-return of materials - optical disks, boards & previews, lost ad copy & photos; Deadline - January mailing deadline was missed; Quality Control - is lacking, "noise" on photos in the December issue was not on the original optical disks.

Heartland Press has taken measures to assist in solving delivery problems. Pam could not report on improvements, explaining that a 12 week lag time loop exists: It takes 6 weeks for a complaint received at the office and documented in writing to Heartland Press to be fixed. Then it takes 6 weeks after Heartland Press fixed the problem to determine if the problem has actually been resolved.

Don Douglass recommended treating the April issue of BMW Owners News, since it is the election issue with the official ballot, as a separate issue. Pam also recommended using a different printer to ensure the April issue is correct and received on time. The Board authorized the Staff to handle the production and printing of the April issue with another printing company.

ADVERTISING REPORT - Ray Monroe
Overall, advertising is up $33,700 from 1995. The BMW MOA 1997 calendar has been well received by the advertisers. Ray guaranteed the ability to sell all available ad space in the 1998 calendar.

Ray noted that BMW MOA has never had a written advertising policy, deals were done with a handshake. Ray presented guidelines for an advertising policy - contracts for advertisements would be mailed to current advertisers and to all future advertisers. Ray plans to produce an advertisers' newsletter informing them of upcoming issues of the Owners News to get them interested in advertising in the Owners News.

PUBLICATIONS - Don Douglass
BMW MOA member contributions to the Owners News are steady. Don suggested opening the Owners News to new advertisers to generate more revenue sources. Don reported that the production team is managing to work around the problems with Heartland Press to produce a quality Owners News. To keep the advertisers interested, Don is planning quarterly theme issues versus a single theme for any one issue of the Owners News. The May issue will be the 25th Anniversary issue. The October issue will be a complete 1997 Rally issue. April 15 is the deadline for submitting anything for the June issue of the Owners News.

Don proposed a policy for the Where & When section of the Owners News and will confer with Greg Hutchinson on the policy.

1997 BUDGET (PART 1) - Mike White & Barb Zingre
Mike presented a system that he, Barb & Nancy Sulfstede developed. It provides a business plan in conjunction with the budget for 1997. The assumption is once the Board makes a decision on the Association Management, the business plan would help achieve the Board's goal of letting the Association Manager and Staff take care of the daily operation of the office. The business plan explains what the budget line items are and why they are needed. Board approval of the 1997 Budget would also be approval of the business plan, enabling the Board & Staff to make adjustments as the year progresses.

Projected income and expenses were reviewed. The proposed 1997 budget projects an overall net profit of approximately $17,000.

1997 RALLY REPORT - Beth Lindeberg
Beth requested a description of each committee chair's duties and responsibilities to assist her in recruiting committee chairs for unfilled positions. Fun programs such as country & western dance lessons, volleyball & softball tourneys, entertainment at nearby Luckenback, TX, and a GS fun run are in the works. Beth has taken measures to ensure adequate showers and port-a-pots will be on site.

ADJOURNMENT FOR RALLY SITE TOUR - 2:00 p.m.
RECONVENE IN EXECUTIVE SESSION - 4:15 p.m.

The Board met in Executive Session until 7:00 p.m. and adjourned until 7:30 a.m. The Board then met in Executive Session until 10:50 a.m.

RECONVENE IN OPEN SESSION - 11:00 a.m.

CALL TO ORDER - Deb Lower
Deb called the meeting to order at 11:00 a.m. Board members in attendance: Deb Lower, Mike White, Betsy Dow, Mark Willis, Pam Dempster, George Glascock, Robert Beeman, Susanna Parkhouse. Absent: Jeff Dean. Staff present: Barb Zingre, Don Douglass, Ray Monroe. BMW MOA members were also in attendence. Deb welcomed all present.

EXECUTIVE SESSION REPORT - Deb Lower
Association Management - An interview committee composed of Mark Willis (Chair), George Glascock and Jeff Dean recommended hiring Barb Zingre as Association Manager of BMW MOA. The Board unanimously adopted the recommendation of the interview committee, effective immediately. The Board also reviewed and adopted the Association Manager job description, which Barb reviewed before accepting.

1997 Budget - Barb's requested Staffing for the office was adopted; the 1997 Budget & Business Plan was adopted with adjustments to be worked out by Barb and Mike White and presented to the Board for final approval at the next Board meeting.

APPROVAL OF OCTOBER 26 & 27, 1997 MINUTES - Deb Lower
The Board did not have the opportunity to review the October minutes in detail prior to the January meeting.

MOTION: Defer approval of the October minutes to the next Board meeting, with the request that the Board review the summary of the October minutes and contact Betsy by January 12, with any changes. Betsy will then submit a summary of the October minutes for publication in the March issue of the Owners News.

Vote - (On deferral of approval of the October minutes) 9 Yes - with Mike White, as proxy, voting for Jeff Dean.

TOURS - Deb Lower
BMW MOA has no exclusive BMW tours, but requests have been made. Poncho Villa Tours would like the Board to approve BMW tours to Mexico. Consensus - The Association Manager will work with Poncho Villa Tours to develop this tour concept.

BYLAWS - Mike White
Since presentation of the proposed changes to the bylaws, the two items that have generated major concern are: Term limits, and the procedure to revise the bylaws.

Term Limits - A four consecutive year term limited is proposed. Mike requested the Board review this issue and get comments to him before the next Board meeting.

Procedure to Revise the Bylaws - Current bylaws allow revisions to be made either by the Board or by the individual membership. Mike requested that the Board decide if this should be handled as a separate issue, apart from the other proposed bylaw revisions, or included in the whole.

MOTION: Robert Beeman, second George Glascock - No new bylaws nor change to any bylaws shall take effect unless approved by the general membership.

Discussion - The current bylaws call for 60 days notice of changes or revisions so this motion could not be adopted at this meeting.

AMENDED MOTION: Robert Beeman, second George Glascock - This Board of Directors will make no new bylaws nor change to any bylaws unless approved by the general membership.

Discussion - Question: What mechanism would be used to provide for the general membership to adopt any bylaw revisions. Answer: The Owners News election issue could have a referendum section for approval of any bylaws change.

This motion would have no effect on the next Board, unless they also adopted it. Concern is that while 95% of the proposed changes are acceptable, more clarification is needed on 5% of the proposed changes before the bylaws revisions are passed. The process used by this Board for changes are different than the process used by previous Boards, proposed revisions have been published in the Owners News and have been presented to the membership with provisions for feedback.

Vote - On the motion: This Board of Directors will make no new bylaws nor change to any bylaws unless approved by the general membership. Roll Call Vote: Mike White - No. Jeff Dean - with Mike White, as proxy, voting for Jeff Dean - No. Robert Beeman - Yes. Susanna Parkhouse - No. Pam Dempster - Yes. Deb Lower - No. Mark Willis - No. George Glascock - Yes. Betsy - No. Results: 6 - No, 3 - Yes. Motion Failed.

APPROVAL OF ONE VOICE & COMMUNICATION - George Glascock & Betsy Dow
George presented 6 suggestions for the ways and means that the Board can communicate to the membership. 1) Allocate a set amount per Board member, with no censorship, per year to cover costs. 2) Supply mailing labels & postage for mailings to Ambassadors & Charter Clubs. 3) Allocate a number of pages in specific issues of the Owners News for Board member communications. 4) Devise pamphlet to mail to Ambassadors & Charter Clubs, a set number of times per year. 5) Eliminate all forms of communication that are subsidized by use of BMW MOA funds. 6) Put this issue on the ballot of the upcoming election for the membership to decide. Betsy suggested that Board minutes could provide more information to the membership.

Discussion - Concern was expressed that the communication issue could not be dealt fairly in the time remaining at the January meeting.

MOTION: Robert Beeman, second Pam Dempster - 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.

Discussion - Jimmy Greer noted that communication from this Board has been only in the form of mailing of the Board minutes. Mae Glascock asked why the past practice of assigning each director with a region for communication was discontinued. Individual Board member responses: 1) The Board was elected by the membership, each Board member represents the entire membership. 2) In the past, officers were not assigned regions, only the directors had designated regions. 3) The system didn't work well.

Mark Willis prefers George's suggestion of mailing a Board pamphlet to Ambassadors & Charter Clubs, a set number of times per year. Mark noted that Robert's One Voice is cut-throat in it's approach.

Mike White agreed that this Board has not communicated with the membership, however, he views One Voice as a political magazine used as a vehicle for Robert to run for office. Funding of One Voice by BMW MOA funds, under these circumstances, would be an improper use of the organization's funds.

Vote - on the 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. Roll Call Vote: Robert Beeman - Yes. Susanna Parkhouse - No. Pam Dempster - Yes. Deb Lower - No. Mike White - No. Jeff Dean - with Mike White, as proxy, voting for Jeff Dean - No. Mark Willis - No. George Glascock - Yes. Betsy - Abstain. Results: 5 - No, 3 - Yes, 1 Abstain. Motion Failed.

Deb noted the entire Board believes in communication with the membership but that the most cost effective method has not been agreed upon. The Board recognizes that we have failed to communicate well with the membership.

NEXT BOARD MEETING DATE - The Board will need to review the year end report and the revised 1997 budget prior to the next meeting. Staff needs time for tax preparations. Therefore, the Board will meet in the St. Louis area, in April of 1997 but the actual date will be determined at a later time and announced in the Owners News.

NEW BUSINESS -

MOTION: Robert Beeman, second Pam Dempster - A town meeting in which members may address the Board and hear responses on any subject will be held during the National rally prior to the Board meeting, at a time convenient to the rally attendees.

Discussion - The purpose of the motion is to allow the membership an open forum to address their concerns to the Board before the Board meeting. The current and newly elected Board members would attend this town meeting.

Vote: 9 Yes - with Mike White, as proxy, voting for Jeff Dean. Motion Carried.

OPEN DISCUSSION -
Jimmy Greer noted that on the whole the Board is functioning well, but communications from the Board is lax. Jimmy requested clarification of Mike White's use of Jeff's proxy vote. Mike noted that if he wasn't sure how Jeff would vote, he abstained for Jeff. Pam noted that in the Executive Session, Mike voted one way for himself and the opposite for Jeff on a particular issue. Jimmy commended the Board for their decision to place Barb in the Association Manager position.

Ray Monroe commented on communications efforts by this Board. He noted other Boards have struggled - some better, some worse - with the issue. Communications with the members by the Board does not need to be a global approach. Assigning Board members to various clubs would be better than no communication at all, until the Board can agree to a better method.

ADJOURNMENT - The meeting was adjourned at 12:15 p.m.

Respectfully Submitted By,

Betsy Dow, Secretary
BMW MOA Board of Directors