International Comanche Society, Inc. Minutes from Team Speak Meeting July 6, 2018 By Ken Mori

Transcription

1 International Comanche Society, Inc. Minutes from Team Speak Meeting July 6, 2018 By Ken Mori 1. Kate Burrows, President, called the meeting to order at 2200Z. 2. Roll Call by Ken Mori (appointed secretary for this meeting) Officers: President Kate Burrows Present Vice President Bob Williams Present Treasurer Steven Spector Present Secretary Ken Mori Present Past-President Av Shiloh Present Voting Tribe Chief/Tribe Representatives Tribe Rep SW Scott Myers Present Tribe Chief/Rep SC Ron Franks Absent Tribe Chief/Rep SE Vacant Tribe Rep Mid States Vacant Tribe Rep NW Bill Case Present Tribe Rep NC Hank Spellman Present Tribe Chief/Rep NE Vacant Tribe Chief/Rep W Canada William Hughes Absent Tribe Chief/Rep E Canada Bryan McDougall Absent Tribe Rep Europe Monica Rehkopf Present Tribe Chief/Rep S. Africa Russell Knowles Absent Tribe Chief/Rep Australasia Alan Breen Present Non-voting Board Member CFF President Mike Foster Present Non-Voting Guests CJ Stumpf Pat Donovan Dave Fitzgerald Murray Collette (part time) Neil McCarty(Part time) Bob Berry Quorum: There were eight (8) board members present at the beginning of the meeting. Required quorum of 7 met. Steve Spector and Alan Breen joined the meeting later and there were ten (10) members for the remainder of the meeting.

2 3. Acceptance of Agenda by Board of Directors Kate Burrows asked for a motion to accept the agenda for the July 6, 2018 meeting. Motion to accept was made by Mike Foster and seconded by Monica Rehkopf. Hank Spellman requested an amendment be made to the agenda to discuss the suspension of CJ Stumpf as a board member. Mike Foster requested that this amendment be placed later in the agenda due to his time constraints. This was acceptable to Hank. Motion was made by Mike Foster and seconded by Bob Williams to amend the agenda to include the discussion of CJ Stumpf s suspension as board member. Voting on motion to amend the agenda was: 1 yes; 4 no; 3 abstain. Motion did not pass. Hank requested that the voting be recorded. The recorded vote was: Scott no; Hank yes; Bob abs; Av no; Bill no; Kate abs; Monica no; Ken abs. Voting for the motion to accept the agenda as presented was: 7 yes; 1 no. Motion to approve agenda as presented was passed. 4. President s Opening Remarks by Kate Burrows Kate made only a brief statement thanking those for attending and would like to allocate time to such items as the convention and Oshkosh.. 5. Approval of May , and May 25, 2018 Meeting Motion to approve Minutes of May 4, 2018 meeting was made by Av Shiloh and seconded by Bill Case. There was no discussion. Motion passed. 6 yes and 2 abstain. Motion to approve Minutes of May 25, 2018 meeting was made by Av Shiloh and seconded by Monica Rehkopf. During the discussion, Hank raised the question on what grounds was CJ Stumpf suspended as board member. Kate s response was this was discussed at the previous meeting, and she re-iterated that her decision was based on the paper written by Hank and Pat regarding the election of Tribe Reps and the Bylaws. Accordingly, CJ Stumpf was suspended. Voting to approve the minutes of the May 25, 2018 meeting was: 8 yes; 1 no. Motion passed.

3 6. Lawsuit Kate provided an update on the status of the lawsuit. The attorneys have submitted a dismissal of the lawsuit to the judge and they are confident about it. The case will not be heard until about July 26 due to the busy schedule of the judge. As Kate gets update information, she will keep everyone involved informed. 7. Treasurer s Report Since Steve was not available yet, Hank Spellman gave a brief synopsis of his face-to-face meeting with Steve. The results are the financial statements provided to the board members prior to this meeting. The bottom line: we will be broke in 3 years unless urgent corrective action is taken. ICS needs to either increase revenue, reduce expenses, or do a combination of both. And there is only one area that could make a significant financial impact, the publication of the magazine. Basically, two budgeting options were studied; 8 vs 12 magazine publications annually and charging an extra fee ($24/yr.) for those who wish to have a printed copy. Simply reducing the number of printed magazine has consequences such as reduced advertising revenue. To seek more advertising revenue Kate began to explore other aviation societies and other such organizations to see what they were doing. Hank reminded everyone that this is a very sensitive topic and has been discussed many times in the past. Av Shiloh pointed out that the magazine publication budget consumes the lion s share of the total budget, about $150,000 of the $250,000 total budget. It is a very important issue and he believes that this should be one of the primary issues discussed at the Fall Board Meeting (FBM) and come to a workable solution rather than tossing it around. The main commentators on the budget subject, were Av Shiloh, Hank Spellman, Bob Williams and Kate Burrows. They were in general agreement that the budget for the magazine requires review and an action plan developed that is executable sooner than later. There was discussion regarding the scheduling and logistics of getting the 2019 budget prepared for approval by the membership notwithstanding the following concerns: i. Compliance with the ICS bylaws and Standing Rules or changes to them with regards to printing frequency and electronic vs printed edition. Currently, it is monthly. ii. The pros and cons of having a deficit/status quo budget vs a balanced budget. iii. Guidance or assumption to be given to the Treasurer with regards to the current draft 2019 budget. To initiate action on the budget, Kate formed a committee of 3 people specifically tasked to find a path forward and make recommendations. Volunteers for the committee that came forward were Bob Williams, Alan Breen and Av Shiloh.

4 Scott Myers confirmed that the Standing Rules state the Comanche Flyer is to be printed 12 months every year. He suggested changing printed to publish. If changes are required for the frequency of publication, this issue can be dealt with as required in the future. Kate asked Bob Williams if we need to vote on this. Bob s preference was to have the Bylaw committee draft a motion wrt to the aforementioned change so that everyone can read and process the motion before voting on it. Action Bylaw committee to draft a motion to change the SR for printing 12 month each year to publishing 12 months each year of the Comanche Flyer magazine for voting at the next meeting. Editorial Note: With Steve present, the meeting returned to the Treasurer s report. For brevity of the minutes, the Treasurer s report is attached for reference and the minutes only highlights, motions, and action items are recorded in Treasurer s report section of the minutes. Fifth Third Bank Deposit Account Resolutions and Signature Cards. There was a glitch in that the Fifth Third Bank wanted the signature of Pat Donovan and Bob Cretney, who are currently on the certificate as signers before changes to the signers can be made. Other accounts were allowed to be changed. Pat Donovan signed the required forms but Bob Cretney wished to take it under advisement. Steve will try to meet with Bob Cretney at Oshkosh to sign the forms. Otherwise, it will remain as a corporate account with Pat D. and Bob Cretney as the signers. In the short term, this does not cause an unmanageable situation, but Steve will continue to work to get this fixed. Farmers Bank. Steve assessed that there is an opportunity to break a CD without penalty and to re-invest the funds in a higher yield CD. He would like a motion to allow him to break the current CD and re-invest in a higher yield CD. Alan Breen moved that Steve be approved to break the current CD and re-invest in a higher yield CD. Motion seconded by Av Shiloh. Voting to accept motion: 10 yes; 0 no. Motion passed. Pay Pal Account Simply reporting of status.

5 Financial Statements for the year 2017 Steve explained some minor corrections to the 2017 Financial Statements and would like a motion to approve it with those corrections. Motion to approve the 2017 Financial Statements with the corrections was made by Allan Breen and seconded by Monica Rehkopf. Voting to accept motion was: 10 yes; 0 no. Motion passed. Financial Statements for the 1 st quarter of Motion to approve the Financial Statements for the 1 st quarter of 2018 was made by Av Shiloh and seconded by Monica Rehkopf. No discussion. Voting to accept motion was: 10 yes; 0 no. Motion passed Draft Budget for Hank and Steve met on July 3, Alan Breen could not be present. As per Steve s report, the biggest issue is the cost of producing the printed magazine. Options for printing 12 vs 8 magazines, charging a fee for those wishing a printed copy, and the effects on the advertising revenue were considered. Steve pointed out that if we continue operating at a loss, we will run out of money in 3-4 years. For more detail, refer to Steve s report. Kate remarked that the 2019 financial budget issue was touched on earlier in the meeting and the consensus was that the cost of producing the printed magazine had a significant impact on the budget. A magazine committee composed of Bob Williams, Alan Breen and Av Shiloh was formed to make recommendations on the path forward with regards to the printed magazine. She would like Steve to join them and provide input. During the discussion regarding recommendations for increasing the price of products such as the Tips Manual, Creech Manual and the Landing Gear DVD, Av Shiloh pointed out that the prices are in the Standing Rules and a resolution would be required make effective the new prices. Kate remarked that the Bylaws Committee has already been tasked to review the wording for publishing the Flyer magazine, and the Bylaw Committee together with Steve propose a resolution to be ready for voting at the next meeting. Action Bylaw Committee together with Steve Spector to review required changes to the Standing Rules to effect the suggested price changes for ICS articles and propose a resolution for the next meeting.

6 Dave Fitzgerald commented that the rights to the Landing Gear DVD belonged to Hans Neubert and cautioned that it might be a good idea to meet with him regarding price changes. Steve: we buy the DVD and sell at a mark-up but we can t make copies of it. Action Scott to contact Hans Neubert and provide Steve with Hans contact information. There was general discussion on the budget for Oshkosh and AOPA fly-ins and consideration for lumping this budget under a more general category so that other events such as Sun N Fun could be included. No changes were recommended for 2019 and a broader category for this budget item was one for future consideration. The $7000 budget for retaining legal counsel for getting advice regarding US anti-trust laws was discussed. Bill and Hank both believe that this issue was not worth pursing further because their assessment is that the probability of a lawsuit is very low. Bill is in favour of withdrawing the approval to spend the money but Hank believes it would be pre-mature to do so. Steve s opinion is that it is a lot of money just to leave as is. This money will be left as is for now. Steve s offer to prepare the annual tax return for free and save the $1000 was accepted. The website consultant s increase in fee from $250/month to $350/month was based on more work was required than originally anticipated to keep the website operational Budget kept at $4200/yr. The discussion returned to the 2019 Budget when Av raised the point that the membership is required to be notified of the proposed 2019 Budget at least 30 days prior to the AGM. This deadline has already passed. The discussions centered on notification by the Flyer magazine vs electronically and their respective notification schedule requirements, insertion of a flyer into the Flyer magazine, and balanced vs deficit budget. Steve was uncomfortable about preparing a budget that shows a loss of $25,000. The issue of the number of printed magazine needs to be resolved before the 2019 budget can be finalized. With respect to the budget notification timeline, Hank commented that the 2019 Budget could be passed on Dec 31, Working back from that date to take into consideration notification timeline, it would appear that notification to the membership could be as late as mid Oct and still be in compliance with the rules. Kate requested Hank to determine the date we have to get the 2019 Budget to the membership. Hank accepted. Action Hank to determine date deadline for sending the 2019 Budget notification to the membership.

7 With the Treasurer s report completed, Bob Williams moved to accept the Treasurer s report and it was seconded by Bill Case. Voting to accept motion was: 10 yes; 0 no. Motion passed.. 8. Hank s Resolution Hank Spellman reported that he was working closely with the Treasurer and there has been some areas of disagreement. Therefore, he would like to move that his resolution be deferred until the first regular board meeting after the new board meeting (ie after the 2018 Convention). Motion was seconded by Bob Williams. Voting for the motion to defer Hank s resolution was: 10 yes; 0 no. Motion passed. Action Hank s resolution to be deferred until the first regular board meeting after the new board meeting. 9. Oshkosh Scott provided an update on the status of ICS presence at Oshkosh. He has a list and schedule of presenters, including John and Martha King. Scott will be sending the list and schedule of presenters via today (July 6) or this weekend. With the help of Mike Foster and Av Shiloh, most of the Flyer magazine advertisers have been contacted to see if they would like to make a contribution in form of making a presentation or making a donation of their product for raffle. Cash donations would also be acceptable. This is work in progress. The EAA has been contacted to confirm arrangements are in order and arrangements were made to retrieve stored equipment for the ICS tent. The help required to man the ICS tent is well in hand. Dave Fitzgerald, Scott Myers, Denise Porter, and Av Shiloh will be available for most of the week, while Mike and Paula Foster will be available during the early part of the week. However, more volunteers are welcomed. When Scott was exploring the cost of providing refreshments such as donuts and coffee (about $100/day) with the catering group of the EAA, he learned that one of the requirements was having a general liability insurance policy which ICS, to his and Steve s

8 knowledge, does not have. Pat Donovan confirmed to the best of his knowledge, ICS did not have an insurance liability policy in the past. Scott is looking into the cost of this kind of insurance and options such as annual to cover all ICS events or events specific. He surmised that if ICS does not require catering, then maybe the insurance is also not required or it was just overlooked in the past. However, Scott believes that it still would be a good idea to have such a general liability insurance to cover ICS operations such as fly-ins events, meetings, or any other get togethers. Scott will report his findings to the ICS Board. For the short term, specifically for Oshkosh, Scott to investigate event specific insurance cost while Dave Fitzgerald and Hank Spellman are to explore the idea of the Tribes donating to the purchasing of a general liability insurance policy. Action Scott Myers to report on his findings with regard to (wrt) the cost of a general liability insurance on an annual and on an event basis. Action Dave Fitzgerald, in conversation with Hank Spellman, to explore the idea of Tribes making donations to the purchase of a general liability insurance and coordinate with Scott, the findings. Steve raised the question of what to do with cash contributions made by the vendors. In the past, receipts or invoices were not generated and nothing was done. It is assumed that the vendors made the donations in good faith and expensed it to their advertising budget. The contributions made by vendors for Oshkosh this year will be a jointly coordinated by Scott and Steve. 10. Any Other Business Kate commented that Scott Myers has assumed a leading role on the Oshkosh file, she would like to hand the Chair for Oshkosh from her to Scott. Therefore, Kate moved that Scott become the Oshkosh Chair and it was seconded by Bill Case. Scott Myers was voted as Oshkosh Chair by acclamation. In his acceptance remarks, Scott confirmed that according to the Oshkosh rules, ICS has to carry liability insurance. However, based on the past history, he may defer the matter but be prepared to do it. At the last meeting, Kate was tasked with appointing an independent person to investigate the occurrence or non-occurrence of elections with the NE Tribe. Rather than appointing a person, she chose to have an independent committee. She named the committee, Ethics Committee and she has two volunteers, Alan Breen, Australasia Tribe and Bob Limb, European Tribe. She would like one more from somewhere in America. Once the committee is completed, she will brief them on their task and will keep the Board informed.

9 Hank again questioned Kate regarding her authority to unilaterally suspend CJ Stumpf. Kate s response was that she did so in accordance to the Bylaws and re-iterated what she said on the matter in previous meetings. Other Tribe Reps are elected annually, but in the case of CJ Stumpf, she was not elected annually because the last election was either 2015 or 2016 which is not one year ago. Interpretation of the terms will to mean permissive and shall to mean mandatory, in the Bylaw governing Tribe Rep election was given by Hank as to whether annual elections are permissive or mandatory and that Kate s interpretation that annual elections are mandatory is in error. This debate will ultimately be left to the Ethic Committee to resolve as part of their independent investigation. Hank requested that any charges made be done in writing and it was concurred by Kate. Hank also challenged Kate s authority to suspend CJ Stumpf pending the outcome of the independent investigation. 11. Next Meeting The next meeting will be at the AGM on August 17 at 10:00 am (0900Z). It will be the old Board Meeting. Pat Donovan wished to raise a couple of issues. The first was to remind Steve with regards to the difficulty with the Fifth Third Bank with the one CD with his and Bob Cretney s name on it. The tax ID number is ICS and the title on it is not Pat Donovan or Bob Cretney, it is ICS. It is Pat s opinion that this is all the evidence the Bank requires to turn over the CD signatures to ICS. The second was the status of his request for a copy of Bob Berry s resignation letter. Kate explained that at the last meeting (May 25, 2018), she made a procedural mistake in getting a copy of the letter released to him, despite the fact that a vote was taken. Because of the mistake, it did not pass technically. The motion to release the letter to him was made with the condition to restrict the letter to him and his attorney. Pat Donovan has since written a letter to Kate rescinding his agreement with the restriction because he believes that the letter is already in the public domain. The basis for his belief is that there were a couple of guests at the meeting and it was ed to a couple of non-board members including LaVerne Stroh who is longer a Board member. Therefore, the letter is in the public domain and this restriction no longer applies. A question was raised that given that the letter is in the public domain, why Pat D does not get the letter from the public domain? Pat s response was he wanted an official copy from the ICS Board. Kate made the motion to release the Bob Berry resignation letter without restrictions to Pat Donovan and it was seconded by Hank Spellman.

10 During the discussion phase of this motion, concern was expressed as to how this letter might be used, if unrestricted, and that unattended consequences may be problematic for both the ICS Board and Bob Berry. The voting of the motion to release Bob Berry s resignation letter without any restrictions to Pat Donovan was: 1 yes; 5 no; 4 abstain. Motion failed. Hank requested the voting be recorded specifically by name and it is as follows: Scott no; Alan no; Hank yes; Bob W abs; Ken no; Steve abs; Av abs; Bill no; Kate abs; Monica no. The next TS Board meeting will be Oct 5, 2018 and the FBM will Oct 27, The new Board meeting will be August 17, 2018 with time TBD. Kate was requested to review the time for the old board meeting at the AGM taking into consideration the different time zones. It is currently scheduled for 0900Z (10:00 am local). Same applies to the time for the new board meeting. Hank asked whether there was a financial projection wrt to the profitability of the 2018 Convention. Kate estimates that the profit could be around $10K to $15K. For the FBM, Mike Foster reported that the conference room for the FBM has been reserved from 8:00 am to 12:00 noon. He was advised to book the room to 3:00 pm. Mike also reported that 11 of the 20 rooms that have been reserved have now been booked. Motion to adjourn the meeting was made by Bill Case and seconded by Alan Breen. Motion passed via acclamation. Meeting adjourned at 0030Z. (2.5 hrs)