IRP, Inc. Board of Directors Meeting Minutes January 23-24, 2009 Chandler, Arizona

IRP, Inc. Board of Directors Meeting Minutes January 23-24, 2009 Chandler, Arizona IRP, Inc. Board Members: Region I: Sharon Crow (MD), Kurt Myers (PA), Anita Wasko (PA) Region II: David Findlay (SC), Jay Starling (AL) Region III: Kirk Forbes (MI), Jim Poe (IN) Region IV: Kevin Park (UT) Canadian Representatives: Paul Arsenault (NS), Lorraine Lardie (AB) Board Advisors: Lanny Gower, CNF Richard Harris, Penske Truck Leasing AAMVA/IRP, Inc. Staff: Tim Adams Joan Kalvaitis Mary Pat Paris Neil Schuster Joelle Ward Legal Counsel: Paul Cooney Guest: Bob Pitcher, American Trucking Associations IFTA, Inc. Board Members: Julian Fitzgerald (NC), President Scott Greenawalt (OK), 1 st Vice President Scott Bryer (NH), 2 nd Vice President Andrew Foster (NB) Rena Hussey (VA) Patricia Platt (KS) Sheila Rowen (TN) Doug Shepherd (CA) Robert Turner (MT) IFTA, Inc. Staff: Jessica Eubanks Debbie Meise Tammy Trinker Lonette Turner Board Chair Jim Poe opened the meeting by welcoming the Board members and guests to Chandler, Arizona. Chair Poe gave an overview of items to be covered at the Board meeting, including the recently completed strategic plan, the planned joint meeting with the IFTA Board, the Compliance Audit Working Group, the Full Reciprocity Plan, funding from FMCSA, and jurisdiction travel restrictions. Chair Poe tasked staff with preparing a plan to communicate the new strategic plan to the IRP membership. Page 1 of 10

Swearing-In of New Board Members Chair Poe swore in the following three new Board members: Sharon Crow, MD Region I David Findlay, SC Region II Lorraine Lardie, AB Canadian Treasurer s Report Current Financials for FY 2009 Treasurer Jay Starling reported on the status of IRP, Inc. s financials as of November 2008. IRP, Inc. received $1,502,000 of the budgeted income of $1,534,000. This represents dues income, which accounts for the bulk of revenue for the year. Total direct expenses budgeted year-to-date was $284,000, but IRP, Inc. was slightly under budget at $274,500. Total net assets and liabilities were $2,442,222. The same period last year was $2,567,455 a reduction of $125,233 FY09 Budget Projection as of January 2009 The report indicated that as of January 2009, IRP, Inc. projected a $24,000 decrease in revenue and a $44,000 decrease in expenses for a net gain of $20,000. Ms. Paris noted during the meeting that based on a calculation error, she projected a $64,000 decrease in expenses, for a new net gain of $40,000. FY08 Audited Financials Mr. Starling reported that a final report from IRP, Inc. s auditor, Stokes & Company, for FY08 was not yet available. IRP, Inc. expected an operating budget loss of $158,000 for the fiscal year, but the draft report indicated a loss of only $28,000. This did not include long-term investment losses. The primary reason for the difference was that the amount of $75,000 budgeted for crime insurance and legal fees was not used. In addition, expenses were reduced in the following areas: Contractual services with AAMVA for the IRP Clearinghouse were reduced because a position was vacant for several months. General travel came in less than budgeted due to not attending the AAMVA Regional Meetings, Board Meetings, or the AIC. The Peer Review Committee travel came in lower than budgeted. Review of Investments Mr. Starling reported that IRP, Inc. began the fiscal year with $1,112,481 in long-term investments. The investments account had unrealized losses in October and November. Page 2 of 10

The December statement, however, showed an increase from the November 30 balance of $975,861 to a balance of $1,010,095. The Board discussed the issue of not having current financial data at Board meetings. Mary Pat Paris and Neil Schuster explained that AAMVA was in the process of updating the in-house financial software that will allow faster turnaround. AAMVA is also doing more work with its investment firm to mitigate future losses in investments. The Board tasked staff with working with AAMVA to improve the timeliness of receiving financial statements. In addition, staff will work on getting access to its investments online. Funding Opportunities Tim Adams reported that IRP, Inc. continues working with FMCSA to identify funding available for vital IRP programs related to the International Committee, the IRP Clearinghouse Modernization, the Compliance Audit Working Group, a video training program for motor carriers, videotaping of the Auditor 101 course, and the Full Reciprocity Task Force. Mr. Adams reported that an answer on possible funding was expected the week of January 26. FMCSA is working with the four southern Border States to find programs appropriate for the unused grant money. The AAMVA IAB had already dedicated $10,000 toward the video training program for motor carriers, which will be offered in English, Spanish and French. The estimated cost is $25,000, and IRP is seeking an additional $15,000 from the Border States. Mr. Adams also reported that work continues on obtaining funding from FMCSA through the PRISM grant program to cover cost of the CDEA Task Force. Funding for this project will likely be available in early spring 2009. The Board tasked staff with developing a spreadsheet to track the funding opportunities, the requested amounts, and timelines for each. The Board directed staff to include funding amounts in future budget projections. It was suggested that IRP, Inc. expand its scope to seek funding from Canada, Mexico and the U.S. Federal Highway Administration. Joint IFTA/IRP Reviews The Board received a report by the Peer Review Committee on changing IRP s peer reviews from being date-driven to being scheduled by region. The committee recommended that jurisdictions interested in a combined review can be accommodated under the current system. The Board did not take any action on changing IRP s regional rotations for peer reviews. Page 3 of 10

Executive Session Motion and second to move into executive session to discuss Motor Carrier Services issues. Motion carried. The Board moved back into open session with the following motions: Motion and second to request AAMVA fund the Motor Carrier Services position benefits package for Fiscal Year 2009, estimated at $35,000. Motion carried. Motion and second to keep the Motor Carrier Services position through Fiscal Year 2009. Motion carried. Before breaking for lunch, the Board discussed the agenda for the upcoming meeting with the IFTA, Inc. Board of Trustees. Joint IFTA/IRP Board Meeting Joint IFTA/IRP Compliance/Peer Reviews The IFTA Board expressed their support in moving forward with developing a formal process for conducting joint reviews. Jay Starling and Kevin Park offered to sponsor an IFTA ballot that would change IFTA s review period from four years to five years. The IRP Board felt that at this time joint reviews should only be conducted on jurisdictions that request them. The Boards discussed procedures for joint reviews and the philosophical differences in how reviews are treated by both organizations. The Boards supported the creation of a subcommittee to develop recommended procedures for the conduct of joint reviews. The procedures will include alternating the coordination of the joint reviews. IFTA/IRP Audit Workshop The Boards discussed exploring the logistics for alternating the hosting of the annual audit workshops. The Board directed staff to work with IFTA staff on the feasibility of alternating workshop hosting duties and to report back to the Boards at the spring Board meetings. A discussion was held on potential sponsorships of the workshops. At this time, IFTA would not be able to support sponsors at the workshop. Videotaping of Auditor 101 The Boards expressed their support of videotaping the Auditor 101 course at the 2010 IFTA/IRP Audit Workshop. The IRP Board requested that the cost of taping be shared by both organizations. A subcommittee of the two organization s Audit Committees has been established to work on the project. The IFTA and IRP staff will work together on the logistics of the project. Page 4 of 10

It was recommended that the two organizations explore funding opportunities from FHWA to assist members in attending future workshops. Staff will approach Texas DOT for assistance in contracting for a professional firm to videotape the course. Participation in Compliance Audit Working Group The Boards discussed IFTA s participation in the Compliance Audit Working Group, and it was recommended that one IFTA volunteer be added to the working group. The Boards discussed approaching FHWA for a grant to fund the working group. More points would be allocated if the grant application can show that multiple organizations will be included as beneficiaries. Continued Participation in CDEA Both Boards supported their continued involvement on the CDEA Task Force. Continued Collaboration to Benefit Members The Boards discussed ways of collaborating on future projects. Both Boards agreed to consider future joint Board meetings. The Boards agreed to form a working group to hold regular conference calls/meetings to discuss additional partnership opportunities. Kevin Park and David Findlay volunteered to serve on the working group, and Scott Greenawalt and Sheila Rowen will represent IFTA. Executive Session Following the joint meeting of the two Boards, the IRP Board went back into executive session to continue the discussion of the motor carrier services issues and the CEO s annual performance reviews. Back in open session, the Board summarized that staff will develop a job description of the motor carrier services position and report back to the Board in May 2009. The following Board members volunteered to assist staff: Paul Arsenault, David Findlay, Richard Harris and Anita Wasko. IRP Meetings Cancellation of 2009 Managers/Supervisors Workshop Joelle Ward reported on the cancellation of the March 2009 IRP Managers/Supervisors Workshop. As a precaution, staff will examine its cancellation policy for the 2009 Annual Meeting and research projected attendance numbers at the Annual Meeting. Change in IRP Meetings Schedule The Board formally accepted the change in the schedule of its annual meetings. Moving forward, the IRP Annual Meeting will be held in May each year, and the IRP Managers/Supervisors Workshop, if held, will be scheduled for the fall. Page 5 of 10

The Board discussed the impact of Board officer elections by moving the annual meeting to May of each year. Motion and second that current officers are extended through May 2010. Motion withdrawn. After reviewing the bylaws, the Board elected to continue with its normal election procedures at each Annual Meeting. The Board tasked the staff with proposing language to the bylaws and/or Plan to have Board member terms coincide with Board officer terms. Clearinghouse Modernization Task Force Report Joan Kalvaitis reported on the activities of the Clearinghouse Modernization Task Force. Two task force conference calls have been held to discuss access to the task force s SharePoint site, requirements gathering, IT status, and other topics. Ms. Kalvaitis reviewed the survey results for the requirements gathering for the project. Ms. Kalvaitis indicated that the list provided with 56 enhancements items would be consolidated with the assistance of Jeff Tipton from the task force. These items will be included in the work plan. Only items with no impact to the budget will be pursued and included in the platform change, if possible. All enhancements that will have a budget impact will be prioritized and scoped with estimated costs and submitted for Board approval. CEO Report Request from FMCSA/PRISM on Registrant-Only USDOT Numbers Ms. Paris presented an overview of the Board s online discussion regarding a request by FMCSA for the Board s endorsement of eliminating the requirement of registrant-only USDOT numbers. The Board agreed to move forward with sending a message of support to FMCSA on the elimination of the registrant-only USDOT number. Carrier Training RFP Ms. Paris reported that an RFP has been prepared to solicit bids on the development of an online carrier training course. The RFP will be updated to include the translation of the course into French and Spanish, if additional funding is secured. SAS 70 Audit Ms. Paris reported that a final audit report should be available to the Board in May 2009. IRP, Inc. 15 th Year Anniversary Page 6 of 10

Ms. Paris reported that the winter issue of MOVE magazine will include a special feature on IRP. The 15 th year anniversary theme will also be tied into the Annual Meeting in September 2009. Post Peer Review Survey Ms. Paris presented responses to a post-peer review survey of jurisdictions, which were favorable of the peer review process. Web Site and Webinar Updates Ms. Paris reported that 12 webinars were held in 2008 and that staff was working with AAMVA IT to fix ongoing issues with ballots and voting. The jurisdiction reports section of the Web site continues to be well used. The second phase of this project, to allow jurisdictions to upload their own data, is on hold due to the cost of implementing this function. Insuring Funds in Excess of $250,000 Ms. Paris reported that funds will remain at PNC, but this will continue to be monitored. Policy Manual Joelle Ward presented the draft policy manual to the Board. The Board made several suggestions that will be updated in the manual. The Board will then review the document and share additional comments on SharePoint, and the manual will be presented for Board approval in May 2009. Universal Identifier for CMV s Tim Adams presented an update on the work surrounding the development of a mandate to require electronic roadside identification of commercial motor vehicles. CVSA and several stakeholders are petitioning FMCSA to modify federal regulations to mandate electronic devices be placed on all interjurisdiction motor carriers. The Board agreed to collect additional information on the proposal before taking any action. Document Regarding Reauthorization Priorities Mr. Adams presented a draft proposal to be submitted to key congressional and federal agency representatives on IRP-related motor carrier issues. The proposal included a request for increased funding on HVUT, CVISN, PRISM, and universal identifiers for CMVs. The Board agreed to the formation of an MCS Leadership Working Group to work on this and other MCS issues. Volunteers include Paul Arsenault, Sharon Crow, Kevin Park, Bob Pitcher, Mary Pat Paris and Tim Adams. The group will work with staff on Page 7 of 10

identifying critical issues and review/modify the proposal before it is finalized. The Board agreed to remove Universal Identifier for CMVs from the proposal. It was suggested that the working group information also be shared with members of the National Governors Association. CDEA Task Force Report Mr. Adams updated the Board on the activities of the task force, specifically the development of best practices to get CMV credentials data to law enforcement in a timely and efficient manner. Staff is working with FMCSA to obtain funding for this task force. Full Reciprocity Task Force Jay Starling reported on the activities of the task force. The task force is gathering additional information before developing official language on the full reciprocity plan. Mr. Starling will present the Board with a draft of the language at the next Board meeting. Audit Committee Report Mr. Starling reported on the activities of the committee. The committee is recommending Derrick Rumph, AR, to fill the upcoming Region II vacancy on the committee. The IFTA and IRP Audit Committees held their annual audit workshop in early January. While attendance was lower than usual, attendee evaluations indicated that the workshop was successful. The Board discussed funding options that might be available to help members attend next year s workshop. Both committees agreed to eliminate one full day from the agenda. The next Audit Workshop is being held February 2-4, 2010, in San Antonio, TX. Because the workshop is being held in February next year, the Audit Committee recommended the Board approve an amendment to the committee charter that would change the expiration of committee terms to March 1 instead of February 1. Motion and second to accept the proposed change to the Audit Committee charter with one correction to IV (3). Insert be between shall and from. The sentence will read: All committee member terms shall be from March 1 through the last day of February. Motion carried. Dispute Resolution Committee Report Kevin Park presented the Board with changes to the committee charter and procedures manual. The committee requested that both documents be voted on as a set. The Board still had some concerns about the documents and agreed to table approval until Page 8 of 10

May to allow Mr. Park to hold additional discussions with the committee about the Board s concerns. International Committee Report Anita Wasko reported that Peter Hurst (ON) recently joined the committee and will provide the necessary National Safety Code (NSC) experience the committee needs to resume its work on identifying conflicting language between the NSC and IFTA and IRP. In addition, staff is working with AAMVA on updating the Web site to include links for carriers needing additional information for traveling in the U.S. and Canada. Plan Procedures and Education Committee Report Kirk Forbes reported on the activities of the committee. With the cancellation of the IRP Managers/Supervisors Workshop, where the committee normally held its annual meeting, the committee requested the Board approve funding a meeting of the committee at the IRP Annual Meeting in September 2009. Motion and second that the Board approve a face-to-face PPEC meeting at the IRP Annual Meeting if funding is available. Motion carried. Mr. Forbes presented an amended committee charter for Board approval. Motion and second to approve the PPEC charter with the elimination of the last sentence under Charter Amendments. Motion carried. Peer Review Committee Report Ms. Paris presented the committee report on behalf of Julie Knittle. A suggestion was made to consider reducing committee costs by exploring options for developing procedures for electronic reviews in lieu of on-site reviews for those jurisdictions that qualify. The Board tasked the committee with investigating the feasibility of adding electronic reviews to the peer review program and proposing criteria under which a jurisdiction would qualify. Proposed Governance Committee Joelle Ward presented a proposal for the creation of a governance committee that would manage the recruitment/election and orientation of future board members/ officers, oversee annual Board self-assessments, and update the new policy manual as needed. After discussion, the board decided not to move forward with this proposed committee at this time, but encouraged Ms. Ward to bring back to the Board at a later date. Page 9 of 10

AAMVA Report AAMVA CEO Neil Schuster reported on current AAMVA activities regarding Real ID, transponders/gas tax, open board meetings, the AAMVA Web site and reducing meeting costs. Industry Advisory Committee Report Bob Pitcher updated the Board on committee activities and the impact on the industry on issues such as reauthorization, the change in U.S. administration and the state of the economy. The next meeting of the IAC will take place in conjunction with the IRP Annual Meeting in September 2009. The Board directed the committee to examine its charter to conform to the charter template and report back to the Board in May 2009. Consent Agenda Before approving the consent agenda, the Board reminded staff to set up regular conference calls between the executive committee and staff to discuss milestones for the Clearinghouse modernization project. Motion and second to approve the consent agenda, which included approval of the October 6, 2008, Board minutes and the Clearinghouse Committee report. Motion carried. New Business Canadian Exchange Rate The Board directed staff to work on draft language to the Plan in response to new rules by the Federal Reserve Board to only publish exchange rates once a week. Clearinghouse Modernization Ms. Paris updated the Board on projected costs for the Clearinghouse modernization project, which will be posted to the Board s SharePoint site. Motor Carrier Services Briefing The Board directed Mr. Adams to update the Board on current acronyms and offer an MCS overview at the next Board meeting. Review of Decisions with Budget Impact Ms. Paris reminded the Board of potential impacts to the budget for the MCS position and the requested face-to-face meeting of the PPEC. Meeting adjourned. Page 10 of 10