International Registration Plan, Inc. Board of Directors Meeting Nashville, Tennessee August 24, 2001 In Attendance Chair Alan Cockman called the meeting to order. The following Board members were present: Region I: Region II: Region III: Region IV: Ex-Officio: Donna Arseneau-Estabrooks, NS; Kurt Myers, PA; W. Patrick Scheffer, NJ Tim Adams, KY; Lynwood Butner, VA Keith Kiser, ND; Jim Poe, IN Jaki Berry, CO; Alan Cockman, SK; Novella Crouch, CA Linda Lewis, AAMVA President & CEO Industry Advisors: Richard Harris, Penske Truck Leasing Victor Parra, United Motorcoach Association Bob Pitcher, Represents Specialized Carriers and the Canadian Trucking Alliance The following Industry Advisers were absent: Graham Cooper, Canadian Trucking Alliance John Grimm, Federal Motor Carrier Safety Administration Marco Traslosheros, Mexico IRP, Inc.: John Mamone; Joelle Becker; Joan Kalvaitis; Tom Papademetriou AAMVA: Martha Irwin, TN, AAMVA Chair; Jane Rouleau AAMVAnet: Philippe Guiot, Jay Maxwell Guests: Nathan Maddox, IL Randy Leuschke, IL David Nicholson, OK Al Bowman, OK Rick Miller, OK David Sween, OK Ella Gregory, Court Reporter Bonnie Rutledge, VT, Past IRP Board Chair
Approval of Minutes Motion to approve the minutes of May 11, 2001. Motion Consent Items Motion to approve the following consent items on the agenda: -Audit Committee Report -Managers Workshop Committee Report -Policy and Procedures Committee Report Motion Standing Committee Reports Dispute Resolution Committee Committee Chair Keith Kiser reported on the August 4, 2001 special Dispute Resolution Committee meeting, held in Washington, DC, to discuss the status of the District of Columbia s non-compliance with the Plan. In his report Mr. Kiser outlined the five motions that the Committee passed. Mr. Kiser also submitted revisions to the Committee s charter for Board approval. Motion to approve the revisions to the Dispute Resolution Committee charter. Motion Peer Review Committee Committee Chair Tim Adams reported on the activities of the Committee. Mr. Adams also discussed the special peer review that was conducted on Oklahoma in July at the Board s request. Representatives from Oklahoma responded to the Peer Review Committee s findings. Representatives from Illinois then presented the Board with additional information regarding Oklahoma s noncompliance with the Plan on established place of business and estimated distance. Due to possible legal implications, the Board went into executive session to discuss the matter. Motion to go into Executive Session. Motion When the Board meeting resumed, Chair Cockman reported that the Board will further discuss the possible legal implications with legal counsel in executive session later in the day. Clearinghouse Committee Committee Chair Tim Adams provided an update on the Clearinghouse project and reported that to date the new Clearinghouse interest-bearing account has earned approximately $4,600 (two months). It was re-emphasized that interest earned on the account would be used to offset Clearinghouse expenses. Based on additional information provided to the Board, Linda Lewis requested that the Board reconsider its May 2001 motion to bid out the software development costs of bringing the Clearinghouse in-house. 2
Motion to reverse the May 2001 action by the Board that staff bid out the software development costs of bringing the Clearinghouse in-house and by the November 2001 Board meeting there be a review of the Clearinghouse software development proposed costs to see if IRP, Inc. is getting a good deal or not based on the price IRP, Inc. has received from AAMVAnet. Motion Ad Hoc Committee Reports Communications Committee Committee Chair Novella Crouch reported that the Committee met its goals and requests that the Committee be disbanded. Motion to disband the Communications Committee. Motion Industry Advisory Committee Bob Pitcher submitted the committee charter for approval by the Board as an IRP Standing Committee. The Board discussed the charter and recommended a few revisions. Motion to approve the Industry Advisory Committee charter as presented with the following revision under section IV-C Membership, last sentence, remove wording after in good standing. Motion Finance Committee Committee Chair Keith Kiser reported that the Committee feels it has fulfilled its task and asks to be disbanded. Discussion followed regarding AAMVA s financial support and commitment to IRP, Inc. and IRP, Inc. s ability to become financially independent. Motion to disband the Finance Committee and to form another committee to look at whether or not there are ways for IRP, Inc. to be financially independent. Motion Motion that the IRP Board Chair begin the process of appointing this new committee to look at whether or not there are ways for IRP, Inc. to be financially independent so that they are not dependent on an ongoing basis for revenue streams from AAMVA or AAMVAnet and that the committee bring before the next IRP Board meeting a charter for consideration. Motion IRP Plan Oversight Committee Committee Chair Bonnie Rutledge reported on the Committee s July meeting in Denver to discuss the first draft of the NCSL report. NCSL will present the final report at the November Board meeting in Cincinnati. 3
NAFTA Committee Committee Chair Novella Crouch reported on the July 2001 DC meeting where representatives from IRP, IFTA and USDOT discussed short and long term strategies for Mexican participation in IRP and IFTA. USDOT is planning a meeting in October to further discuss the issues and USDOT plans to invite Mexico to participate. Nominating Committee Committee Chair Lynwood Butner presented procedures for the election of officers to the IRP, Inc. Board of Directors. Revisions were made to the procedures so vacancies would be filled as outlined in IRP, Inc. s Bylaws. Motion to adopt the revised procedures for the election of IRP, Inc Board Officers. Motion Treasurer s Report Treasurer Novella Crouch presented a report on the nine-month period ending June 30, 2001 and indicated that the surplus for FY01 is projected at $2,000. Ms. Crouch noted that the request to increase operating reserves to $150,000 will be reflected on the year end 01 statements. The FY 02 budget was then presented by Ms. Crouch and John Mamone for approval. Motion to approve the FY 02 IRP, Inc. budget. Motion Fee Schedule Procedures Tim Adams presented proposed procedures that would standardize the fee schedule procedures. This included how fees are submitted to IRP, Inc. and in turn, how the fees are distributed out to the member jurisdictions. Staff was tasked with developing a ballot revising Section 306, Fee Change Notifications, requiring all jurisdictions to submit fee schedules in a standard format as established by IRP, Inc. and approved by the IRP, Inc. Board of Directors. President s Report President John Mamone briefed the Board on his trips this summer including his attendance at the IFTA Annual and TSBA meetings. Mr. Mamone also mentioned that for the coming months he plans to focus in on continuing to improve the dissemination of information from IRP, Inc. Procedures for Plan Exceptions 4
Novella Crouch reviewed the ballot procedures that IRP, Inc, plans to follow for the continuation of exceptions as outlined in Article XIX of the Plan. AAMVA Update Linda Lewis reported on the concerns that have been openly expressed regarding IRP, Inc. s role within AAMVA. Ms. Lewis reminded the Board that IRP, Inc. is a wholly owned subsidiary of AAMVA, the employees of IRP, Inc. are employees of AAMVA, and the AAMVA Board, as parent, has final say on changes made to the organizational structure and bylaws. The role of the IRP, Inc. Board is to administer the International Registration Plan. Ms. Lewis also made the Board aware of the fact that AAMVA s meetings department alone is responsible for negotiating all meeting contracts for the organization and for guiding the meetings to locations based on AAMVA regions. The meetings department is putting policies in place, that will include committee chair involvement in deciding where meetings will be held. Ms. Lewis updated the Board on the discussions that were to take place at the AAMVA Board meeting regarding the merger of AAMVA and AAMVAnet and the possibility of planning the merger for January 2002. Ms. Lewis expressed her support of the IRP, Inc. staff. Mr. Mamone advised the Board to take a formal approach in examining the structure of IRP, Inc. and its bylaws. Continuation of Oklahoma Peer Review Discussion After consultation with legal counsel, the Board decided that it was ready to continue the discussion regarding Oklahoma s non-compliance with the Plan and the following seven motions were proposed to the Board. 1. Motion for the IRP Board to go on record in support of the findings of the peer review team as it relates to the Oklahoma peer review and endorse each of the findings as being correct based on the language of the Plan and the course of action that the Peer Review Committee took. Motion 2. Motion that Oklahoma be directed to file evidence with the IRP Repository within 60 days of this date of their compliance with each of the findings of the Peer Review Committee. Motion 3. Motion that the Dispute Resolution Committee be directed to review the evidence of compliance with the Peer Review findings mentioned in the previous motion at their meeting in November in Cincinnati. Motion 5
4. Motion that Oklahoma be notified that their failure to file evidence of compliance or to be in compliance would automatically invoke the provisions of Section 2304, Subsections 2 and 4, of the Plan, effective November 5, 2001, unless those sanctions are further amended by the IRP Board when it meets on November 2, 2001. Section 2304 of the Plan, Subsection 2, says that the member jurisdiction's voting rights, all voting rights and privileges granted under the Plan, would be suspended, including but not limited to their voting rights, participation on the Board, submission of issues to the Board, input at meetings or working groups, or participation in the peer review process. Subsection 4 says that all other member jurisdictions would be ordered to suspend distribution of fees payable -- in this case to Oklahoma -- under the Plan. Motion 5. Motion that a letter be sent to Illinois, indicating that the IRP Board had reviewed the information it submitted regarding the possible loss of revenues and that they be advised that the appropriate course of action for them at this time would be to file a Class 1 dispute with the Dispute Resolution Committee. Motion ( It was noted that the deadline for filing the dispute is September 4th, in order to get it on the November 1st Dispute Resolution meeting agenda.) 6. Motion that the appropriate AAMVA staff and/or leadership meet with Paul Cooney, legal counsel, to explore the question of what authority the IRP Board and/or the Dispute Resolution Committee has to deal with situations where there is evidence that would indicate that the business practices of one jurisdiction are having an adverse financial impact on one or more other jurisdictions because of their noncompliance with the Plan. This information should be distributed to both the IRP Board for their Board book and the Dispute Resolution Committee prior their November meeting. Also, that Mr. Cooney be in attendance to advise the Dispute Resolution Committee during the course of its deliberations that day. Motion 7. Motion that the appropriate AAMVA and/or IRP leadership meet with the appropriate representatives from the United States Department of Transportation as soon as possible to make them aware of this current situation regarding Oklahoma, so that there is an awareness on their part as to what the issues may be and to what actions this Board has taken. Motion New Business Idaho s Operations Audit Request In a letter to IRP, Inc. Idaho requested that IRP, Inc. provide a review of its internal control systems relevant to the Idaho Transportation Department s motor carrier registration transactions processed through the IRP Clearinghouse in accordance with Statement on Auditing Standards (SAS) # 70. Idaho also inquired about some-type of follow up process by IRP, Inc. to ensure that jurisdictions implement fee changes. 6
Motion that a letter be sent to Idaho, advising them that the IRP Board believes that the idea of a SAS #70 audit is appropriate on behalf of all member jurisdictions, and that it will be reviewing some cost proposals at its November Board meeting to determine what the cost will be and how it could be funded within the current IRP financial structure. Motion Motion that in the same letter, a paragraph which expresses the Board's belief that the Idaho-specific follow-up fee change issues raised in the letter from Idaho really are beyond the purview of an SAS #70 audit and beyond the responsibility of the IRP Repository to ensure that jurisdictions actually implement the information that they did get. Motion Motor Carrier Services Meetings There was discussion regarding the need of an IRP meeting at the Regional Meetings in the future. The Board agreed and decided that it would be appropriate to have a joint letter from the International Chair of MCS and the Chair of the IRP Board sent to the AAMVA Regional Presidents emphasizing the importance of a joint IRP/MCS meeting at the Regional meetings. Communication and Technology Committee The issue was raised if IRP should form a committee to look at various possible technical issues e.g bar coding of IRP credentials. It was decided that a Standards Committee currently exists within the AAMVA structure to look at such issues and there is no need to form one for IRP specific issues. Election of IRP, Inc. Board Officers Alan Cockman resigned as Chair of the IRP, Inc. because of his new responsibilities as Chair of the AAMVA Board of Directors. With the vacancy created by Mr. Cockman s resignation, the Board elected the following Board Officers. Motion that Keith Kiser to be appointed as Chair. Motion Motion that Tim Adams to be appointed as Vice Chair. Motion Motion that Novella Crouch be appointed as Secretary. Motion Motion that Kurt Myers be appointed as Treasurer. Motion Meeting adjourned. 7