International Comanche Society, Inc. Minutes from TeamSpeak Meeting May 4, 2018 By Ken Mori 1. Kate Burrows, President, called the meeting to order at 2300Z. 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 Vacant 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 C J Stumpf Present 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 Absent Non-Voting Guests LaVerne Stroh Les Thomas (part time) Pat Donovan Chris Nelson(Part time) Quorum: There were ten (10) board members present at the beginning of the meeting. When Steven Spector was accepted as Treasurer, there were eleven (11) board members present for the remainder of the meeting. 3. Acceptance of Agenda by Board of Directors
Kate Burrows referred to the agenda for today's meeting, and asked for a motion to accept the agenda. Monica R. moved to accept the agenda. Bill C. seconded the motion. There was no discussion. The roll call vote was taken on the motion to approve the agenda. The voting was a unanimous 10 yes. The motion to approve the agenda passed. 4. President s Opening Remarks by Kate Burrows Kate Burrows, the incoming ICS President, expressed in her opening remarks, her vision and goal of moving the Society forward. In summary, here are some of the highlights of her remarks: To streamline meetings, place a time limit on meeting agenda items but not so restrictive as to discourage meaningful discussions. Get past the infighting, there will always be differences but consider best compromises, get on board and focus on working together and a need to listen to all. Lately we have been pushing members away. We are all aviators and have a passion for flying. Our members rely on us to help them with maintenance issues, and with their flying. We need to get back to the real reason we are here and become the organization they want to be a part of. Kate has ideas regarding fly-ins, pilot training, etc but will need your help to make it happen. No man is an island. Kate needs volunteer to help with such committees as Oshkosh (it needs to more than a committee of one), finance committee, and the nominating committee to name a few. 5. Approval of March 16, and April 6, 2018 Meeting Motion to approve Minutes of March 16, 2018 meeting was made by Alan Breen and seconded by Av Shiloh. There was no discussion. Motion passed with 8 yes and 2 abstaining (Monica, CJ Stumpf). For the record, it is noted Av Shiloh objected to CJ Stumpf participating in the voting process because her position as NE Tribe Rep is being questioned by Av Shiloh. Motion to approve Minutes of April 6, 2018 meeting was made by Av Shiloh and seconded by Bob Williams. There was no discussion. Motion passed with 8 yes, 2 abstaining (Monica, CJ Stumpf). Action 5-4-1: LaVern Stroh/Ken Mori to put Minutes of March 16, 2018 and April 6, 2018 meetings on website as approved. For the record, it is noted that CJ Stumpf objected to Av Shiloh s participation because Av Shiloh s position as past president is being questioned by CJ Stumpf. 6. Update on Bylaw Change Vote
Scott Myers reported that the election was now in progress. It started April 28, 2018, is on-line on the ICS website, and ends May 28, 2018. Scott reported no issues so far. Members have the option of voting electronically, and if unable, members can send an email vote to Sally Williams. Adam, the webmaster, will compile the electronic voting, send the report to Sally Williams who will reconcile the two voting process to ensure there are no duplication. After the votes are compiled by Sally, she will send a report of the results to the president, Kate Burrows. Hank Spellman made a presentation on the validity and legality of the current voting. He made two points: (a) the requirements for special voting was not met, and (b) to change the wording to the proposed bylaw to have annual election every year instead of every two years went far beyond what was authorized in the petition. The petition did not mention changing the length of term of the officers. To elaborate on point (a), Hank stated the rules require 20 days notice for a special election. The election notice was posted April 11, 2018. Election started date was April 28,2018. 17 days does not meet the 20 day notice requirement. Hank Spellman made a motion that was seconded by CJ Stumpf to cancel current election as it is illegal and honor the election sought by the members through their petition. There were discussions regarding point (a) such as extending the notice period by 3 days to meet the 20 days requirement and a document prepared by Hank questioning the Board s compliance with Article XI-Amendments, Method 2. There was considerable discussion on the advanced availability of the referenced document, and it s connection to the minutes of the March 16,2018 meeting. Kate Burrows response was that the documentation was not provided to the Board in a timely fashion and she moved to have this item tabled for the SBM. Av Shiloh seconded. CJ Stump objected to the motion to table for the SBM. Her objection is that you asked and Hank provided some material he was not required to provide to help you understand what he said. Bill Case commented that if we move to cancel this election or the election is invalid, the result would be that we would back to the situation of electing officers every two years, which is one of the options the Board discussed. Simply reject the petitioner s petition and standby for 2019. Trying to point out the worst case scenario. Table Hank s motion, have it reviewed by the Bylaw committee to determine the validity of the election. CJ Stump stated that it is important that a Board vote for one thing and the committee puts another thing in front of the members for a vote. It is fundamental that Bylaws and procedures should be properly followed. More discussion transpired. In the end, Kate Burrows withdrew her motion to table the item for the SBM as did the seconder, Av Shiloh. Av Shiloh also asked Hank if the motion could be separated into two parts. Hank s reply was no. Av commented that we already had legal advice not to accept the petition as presented. We would be voting against our no vote which was already held; not sure of the legality of it is. Av stated he
would not vote against the legal counsel s advice. It would make entire motion questionable in his mind and that he would vote no even though he supported the first part of the motion. Hank s response was to question the opinion of the attorney, and not getting answers to his queries from the Board. Kate put Hank s motion to the floor. Hank s motion was again put to the floor. It was: Move to cancel current election as it is illegal, and honor the election sought by the members through their petition. The vote was 6 no, 2 yes (Hank,CJ), and 2 (Ken,Monica) abstaining. Motion did not pass. Although the motion did not pass, Kate agreed that Hank s had a valid point and merits further investigation. Action 5-4-2: Kate will undertake to appoint/request some members of Board to investigate Hank s point. 7. ICS First Committee Recommendations. Bill Case assumed that since Board members have the report, it would not be necessary to summarize it here. However, Scott Myers requested a brief summary. Bill gave a quick summary of possible solutions, ranging from one extreme to give unbridled promotion and advertising to the CTPT group, to the other extreme of completely not allowing any promotion or advertising. The ICS First Committee struck a compromise position. Alan Breen summarized by reading the recommendations of the report. Hank raised the question of anti-trust laws. He did not know the laws of other countries such as New Zealand or the UK, but he suggested because of US anti-trust, it may be prudent to undertake due diligence. Av s comment was that extensive discussions have been held with attorneys specializing in the operation of non-profit organizations. It is within the Board s authority to discontinue any mentioning of CPTP. Kate stated that this is a very contentious issue and is at the very core for the dissention in our ranks and members. Hank has a good point with regards to the US anti-trust laws and requires more follow-up work. Kate stated that the recommendations made by ICS First report as related to possible US anti-trust laws should be tabled for the SBM for resolution and address the funding issue now. More discussion followed regarding definition of endorsement and status of current funds to hire an attorney. Bill Case believes that the endorsement issue will be addressed as part of the terms of reference for hiring an attorney, and Kate indicated that the current funds approved for an attorney is a separate
issue. Bill Case was charged with seeking an attorney familiar with Kansas laws and US anti-trust laws to ensure that ICS was not in non-compliance/conflict with the respective laws. Kate requested that a motion be made that the recommendations made in the ICS First Recommendation Report be tabled for the SBM or earlier, if possible. Motion made by Av and seconded by Hank. Vote was 10 yes. 0 no s. Motion passed. The question of funding for the attorney was raised by Kate. There were comments made by Steven Spector, Av Shiloh, CJ Stumpf, Bob Williams and Bill Case regarding the estimated cost, and funding cap. Bill Case suggested a funding cap of $7000 and he would do his best to be cost effective. Av Shiloh moved that we approve funds up to $7000 as recommended by Bill Case and hopefully less to receive a legal opinion on the issue of restraint of trade or any other legal issues that might be involved with implementing the recommendations of the ICS First Committee. Bob Williams seconded the motion to allow further discussion to proceed. Hank agreed. However, another issue is the board agrees on the criteria on which this attorney is selected and also what information the attorney is getting and we should all be privy to it before it is given, although there may be disagreements, before any final decision. Alan Breen suggested that Bill work with Hank on how or what questions to ask the attorney to make sure we resolve this. Hank was agreeable. Funding approval vote was taken. 9 yes and 1 abstain (CJ). Funds were approved. Action 5-4-3: Bill Case with the help of Hank Spellman will seek an attorney to obtain legal advice regarding the recommendation in the ICS First Committee Report to ensure there is no conflict with US anti-trust laws, Kansas state laws, or any other non-compliance legal issues. Approved funding up to $7000.. 8. Oshkosh Update An update report was prepared by Kate Burrows. It was provided to the Board members prior to the May 4th meeting and rather than repeat Kate s update report, it is referenced in the minutes. What is recorded in the minutes is supplemental information provided at the meeting. Dinner arrangements. Av commented that dinner was more of a tribe event. Pat Donovan commented there was a Thursday night dinner. Kate asked Pat if he would be willing to help her with this dinner. Pat would be willing help to point but he would have to get back to her. Pat also mentioned that there was some transportation cost issue. The cost of transporting guests to the dinner was refused to be paid for by Bob Berry, ICS Treasurer. Hank raised the issue of payment to CJ Stumpf for expenses she incurred is still outstanding.
Action 5-4-4: Kate Burrows to investigate status of payment with Bob Berry. 9. Change Standing Rule 40-1 Website Address Scott reported that website still has the Comancheflyer.com address. Recommends changing to Comancheflyers.com to make website address current. Bill Case moved that the website address be changed to Comancheflyers.com. Av Shiloh seconded. Al Breen led the discussion as to why the original website name could not be retained because it is still in use in publications. Kate s understanding is that new website is a wordpress website and there are technical constraints with how one uploads the software to make it operationally compatible with one s requirements. With respect to the Comancheflyer.com, it is owned by Dave Buttle and he pays for the retention of the address. There was further discussions regarding point to the new website, and links to the new website. The discussions did not resolve the original issue of website address change. Scott volunteered that he look into this matter further in consultation with Dave Fitzgerald and LaVerne Stroh. Original motion to change the website address was withdrawn by Bill Case and seconder, Av Shiloh. Action 5-4-5: Scott Myers, in consultation with Dave Fitzgerald and LaVerne Stroh, to investigate website name change and report back to the Board. No timeline was set. 10. Resignations and Appointments Kate Burrows read Bob Berry s resignation letter into the minutes of the meeting. Since all Board members were provided with a copy of the letter, it is not repeated in the minutes but referenced. Pat Donovan requested/demanded a copy of Bob Berry s letter of resignation for his consideration. Kate s response was that she would first consult with Bob Berry but Pat Donovan insisted that he receive a copy because it was read into the minutes of the meeting. Kate s response was when the minutes are out, you can download the whole lot. Bob Williams moved to accept Bob Berry s letter of resignation. It was seconded by Al Breen and Hank Spellman. There were no dissenting votes. As a footnote, Monica Rehkopf raised the question as to the need to vote on the acceptance of a letter of resignation. What happens when we don t accept? Hank s answer was yes because he (Bob Berry) is still the treasurer and his responsibility does not end.
Kate expressed her appreciation for all the hard work Bob had put into being the Treasurer of ICS and sorry that he had to stepdown. Av Shiloh also expressed the same sentiments. Steven Spector was introduced by Kate. Steve gave a brief introduction about himself covering his piloting experience and professional work experience, mainly as a CPA. His full resume was provided to the Board members prior to the meeting. Motion was made by Hank Spellman and seconded by Monica Rehkopt to accept Steve Spector as Treasurer of ICS. 9 yes votes, 1 missing (CJ-thunderstorm). Motion passed. 11. Any Other Business Av Shiloh commented that we are in the midst of an election and some members have already voted. Where does this leave us with this election? This re-opened the question of the special election voting. Questions ranged from purpose of the 20 day notice period, extending the voting period by 3 days to meet this requirement, or intent of bylaw was to give a 30 voting period. Kate s response was discussion was to occur with Scott Myers and Bob Williams and was tabled to resolved at or before the SBM, scheduled for May 26,2018. Hank stated that there was mention of a vote on the member driven petition and he was looking find it in the minutes for it and could someone guide him as to where to find it. Kate volunteered to find it for Hank. This was agreeable to Hank Action 5-4-6: Kate to locate in the past minutes, where the motion and votes were recorded regarding the member driven petition. Tribe Rep Vacancies. Kate indicated that there are a number of Tribe rep vacancies that we need an update. She sent an email to the Tribe Chiefs. Current status of Tribe reps as we currently understand is: SE Tribe. In the midst of an election. SW Tribe. Had an electronic election. Results not reported. NE Tribe. Status unknown. CJ Stumpf was off-line due to thunderstorm to provide update. SBM to be held May 26,2018, Daytona, FL. Notice of meeting posted on the website. Kate is preparing the agenda. Should anyone wish to add an agenda item, contact Kate. Hank wished to relay a message from CJ Stumpf. She and Hank agrees, that they object to the dissemination to the public at large of Bob Berry s resignation letter because there is sensitive
material in it. A note be put in the minutes of meeting the letter was received and provide a copy to each Board member. Kate s response was that it is written into the minutes and all Board members have the right to read the minutes. The letter of resignation has been sent to each Board member. Al Breen asked if we would like to discuss the letter sent by Ken Stickney. This letter has been sent to all Board members, and Kate would like to the defer discussion. Hank did not get a copy of the Ken Stickney letter. Action 5-4-7: Kate to send Hank Spellman a copy of Ken Stickney s letter. Pat Donovan comments regarding Bob Berry s letter of resignation were that if ICS chooses to publish the letter in it s entirety in the minutes, he believes it would be putting ICS at risk. He would prefer that this situation be between Bob Berry and himself, not between Bob Berry and ICS. Kate s response was that she planned to discuss the matter with Steve Spector to get some guidance on the matter. CJ Stumpf had some reservation about statements in the letter and wished to keep it out of the public domain. Bill Case stated that so far only the Board member s have seen the letter and the minutes referencing the letter can be discussed when the minutes are being approved. Motion to adjourn the meeting was made by Bob Williams and seconded by Monica Rehkopf at 0145Z. 10 yes, 1 missing (Bob Williams). Motion passed.