Date: November 5, 2008 To: From: Subject: Directors & WSA Leadership Group World Sign Associates Jerry Righthouse Minutes Here are the minutes for the September 20, 2008 Board of Directors and WSA Leadership Group meeting in Portland, Oregon. Please let us know if you feel additional information should be included in the minutes, or if corrections are necessary. Changes will be made to the minutes prior to the next Board meeting scheduled January 9-10, 2009 in Denver, Colorado. DIRECTORS REPORT Directors are the primary liaison between division members and the Board. It is customary for Directors to provide a summary at their next division meeting of the discussion and action taken at the September 20, 2008 Board of Directors and WSA Leadership Group Meeting. Use the highlighted version of the minutes as a guide for your Director's Report. Division Chairmen can assist you with the report. NOTE: Considering the proprietary nature of some agenda topics and the discussion about them as well as the preliminary and incomplete status of some business matters, there is consensus by the Board of Directors to not distribute copies of the minutes at division meetings. The next WSA Mid-Year Board of Directors Meeting is scheduled: Friday afternoon, January 9, 2009 1:30 to 5:00 pm Saturday morning, January 10, 2009 8:30 am to 12 noon.* Embassy Suites Denver International Airport Denver, Colorado *NOTE: The meeting is expected to continue until 12 noon on Saturday January 10, 2009. Considering that airlines recommend you arrive at Denver International Airport 2 hours prior to departure, please plan your travel itinerary accordingly. WSA Directors and WSA Committee Chairmen; Plan to arrive in Denver on Friday morning January 9, 2009 for a 1:30 pm meeting start. Friday night is an open evening. It is a common practice for meeting participants to join up with other leadership group members for dinner on a spontaneous basis. It s an excellent networking and social opportunity. The 2009 WSA Mid-Year Board of Directors Meeting will begin at 1:30 pm on Friday afternoon January 9, 2009 and conclude at 12 noon on Saturday January 10, 2009 with the following WSA leaders participating in the association management session Executive Committee, Directors, WSA Committee Chairmen and Staff. Division Chairmen are excused from the 2009 mid-year meeting. Attachments Page 1 of 11
Minutes for WORLD SIGN ASSOCIATES BOARD OF DIRECTORS & WSA LEADERSHIP GROUP meeting September 20, 2008 Embassy Suites Portland Downtown Portland, Oregon The meeting was called to order at 8:30 am by WSA President David Allen. ATTENDANCE: Executive Committee* David Allen President Ron Jacobs Vice President Tom Sellers Secretary/Treasurer Frank Shymko Immediate Past President Jerry Righthouse Executive Vice President *Executive Committee serves as the Revenue Committee and Product Purchasing Committee. Division Leaders Division Directors Incoming Director Chairmen Incoming Chairman Absent One Tom Keljo Tom Keljo Monte Graybeal Two John Drury Pat Corey Four Jeff Young Mike Isaacson Five Jap Burton David Onken David Onken Bruce Anderson Six Dick Menke Paul Fuchsel Seven Lorie Apperson Scott Andrews Chris Balton Eight Jeff Kasper Tim Cambron Tim Cambron Mark Bevins Nine Cathy Champagne Lisa Tymchyn Paddy Rowell, Jr. APM Council Chairman Bert Guinee APM Council Vice Chairman Brian Brooks WSA Committee Chairmen Incoming WSA Committee Chairman Staff Harvey Brooks Education Projects Lori Morales Henry Brown Educational Seminar Cherri Whatley Ron Jacobs Membership Tom Keljo - Membership Jap Burton Networking Mike Isaacson Networking Page 2 of 11
OPENING REMARKS Allen welcomed the Executive Committee, Directors, Division Chairmen, WSA Committee Chairmen, APM Council Chairman & Vice Chairman and Staff to the September 20, 2008 Annual Board of Directors and WSA Leadership Group meeting with recognition of each leadership group member completing their service at the WSA, division and committee level, or advancing to their new leadership group responsibility. Allen reported Incoming Division Five Chairman Bruce Anderson was unable to attend the annual association management meeting. Allen provided an overview of the agenda and informed the participants about the meeting protocol and voting privilege. He explained; 1. WSA uses a relaxed Robert s Rules of Order meeting format. The Secretary/Treasurer serves as the meeting facilitator to insure the meeting is conducted in an effective and timely manner with adequate discussion allocated for each agenda topic. 2. The eight Directors and the Immediate Past President who serves as the 9th tie-breaking member of the Board have the voting privilege as provided in the WSA Bylaws on all official business matters discussed and acted upon during the meeting. 3. Other meeting participants may participate in, and contribute their opinions to the discussion. They have no voting privilege as stipulated in the WSA Bylaws. 4. It is necessary to address issues affecting the membership, each division and WSA during the meeting. It is an established practice for the Board of Directors and WSA Leadership Group to keep in mind the interests of World Sign Associates as a whole when discussing programs and services, and when determining what action is appropriate to best serve the preferences of the entire membership and the needs of the association. SELF INTRODUCTIONS WSA Leadership Group members participated in a self introduction session. This is a common WSA management session practice, done in order for all attendees to be better acquainted with one another. DIVISION REPORTS Refer to the Addendum #1 for division reports. MINUTES OF MARCH 8,2008 BOARD OF DIRECTORS MEETING Motion by Kasper to approve the minutes of the March 8, 2008 Board of Directors meeting as presented by Sellers. Second by Menke. Director Approve Abstain Division 1 Keljo Division 2 Drury Division 4 Young Division 5 Burton Division 6 Menke Division 7 Apperson Division 8 Kasper Division 9 Champagne Motion approved by majority vote. Page 3 of 11
COMMITTEE REPORTS ANNUAL MEETINGS 2008 (61st) Annual Meeting Portland, Oregon There was consensus by the Board that the planning for the September 20-23, 2008 annual meeting was in good order. The Board recognized the contributions of Tom, Carol and Kevin Keljo during the planning and conduct of the 2008 annual meeting. Carol Keljo, Harvey and Jo Brooks were recognized for developing the WOW local information slide show. 2009 (62nd) Annual Meeting Cincinnati, Ohio The 62nd annual meeting will be conducted at the Westin Cincinnati Hotel in downtown Cincinnati, Ohio, October 3-6, 2009. There was consensus by the Board to continue the same annual meeting format in 2009, including a networking/social event at the American Sign Museum. 2010 (63rd) Annual Meeting Lake Tahoe, Nevada Righthouse reported initial proposals from preferred hotels located at South Shore Lake Tahoe require a deposit either at the time of signing the contract and/or at designated dates prior to the start of the 2010 annual meeting. There was consensus by the Board for the Executive Committee to over see negotiation by Staff to eliminate any deposit requirement for the 2010 meeting. The Board expressed its preference to schedule the 2010 annual meeting at Lake Tahoe. There was consensus by the Board to move the 2010 annual meeting to Phoenix/Scottsdale in the event the deposit requirement can not be deleted from the contract at a Lake Tahoe hotel. 2011 (64th) Annual Meeting The Executive Committee recommended the Board reconsider its previous expression of interest for Chicago as the location for the 2011 annual meeting. Motion by Menke to approve Minneapolis as the location for the 2011 annual meeting. Second by Keljo. Motion approved by unanimous vote. 2012 (65th) Annual Meeting Discussion regarding the 2012 annual meeting site was deferred to the 2009 mid-year Board of Directors meeting. APM COUNCIL Guinee reported several APMs prepared a list of vendors during the 2008 ISA trade show which could be considered for APM membership. No direct contact was made by the group with the vendors; membership development is pending. SloanLED has since joined the APM program. The Board recognized the need to refine the APM membership development process. Discussion regarding APM membership fees was deferred to the Revenue Enhancement Committee agenda section. Page 4 of 11
EDUCATIONAL SEMINARS 2008 Educational Seminar Brown provided an overview of the 2008 educational seminar including the financial and registration reports and the seminar summary. There was consensus by the Board the report was in good order and the seminar satisfied the goals set by the Board at its September 29, 2007 meeting. The Board recognized the committee for organizing a successful educational experience. 2009 & 2010 Educational Seminars There was consensus by the Board to conduct the June 3-5, 2009 and June 2-4, 2010 educational seminars in Denver at the Westin Tabor Center Hotel. The Board directed Staff to complete contract negotiation with the hotel based on 2 consecutive years. Brown presented an overview of a proposed 2009 seminar program; 1. Dates June 3-5, 2009 A. Wednesday June 3, 2009; 1:00 to 5:00 pm. Include visit to APM Direct Sign Wholesale in the evening with plant tour and buffet dinner. Incorporate short city tour to visit signs for digital photo opportunity. B. Thursday June 4, 2009; 8:30 to 5:00 pm. C. Friday June 5, 2009; 8:30 am to 12 noon. 2. Primary topic create an electronic sales/bid/proposal package; session to be scheduled Wednesday afternoon and all day Thursday. Secondary topic group discussion with selected subjects on Friday morning. Expand number of discussion topics. 3. Target audience; sales, graphic/designer, estimators, IT, General Managers/Owners. There was consensus by the Board for the Educational Seminar Committee to proceed according to the proposed program. EDUCATION PROJECTS COMMITTEE The Venture Center Brooks reported three educational sessions are available for division level programs. Daniel Abramson Brooks reported Daniel Abramson was an annual meeting presenter, had prepared topic specific division educational programs and would be available to provide members with executive coaching services. Company Visitation Program Brooks provided an overview of the updated Company Visitation Program emphasizing it focuses on the aspects of; 1) member company networking and 2) training/education for member company employees. Page 5 of 11
APM Caravan Brooks provided an overview of the educational concept associated with the APM Caravan program, acknowledging further refinement is necessary to organize and conduct the beta session. Program will provide APMs the opportunity to meet sign company employees who are involved in the purchasing process. Employees will receive product specific training. Webinar Brooks reported research continues on developing a WSA webinar member service and educational/ training tool. Recommendations regarding how to proceed will be presented to the Board at its 2009 midyear meeting. Division Educational Practices & Minutes Brooks reported the committee continues to review division meeting minutes to identify standout educational practices to report to division leaders. He encouraged divisions to include details about program activities including the content of educational sessions. EXECUTIVE COMMITTEE WSA Committees Allen reported the WSA Committees Policy and Procedures document is in good order. He recommended each committee review its listing to ensure the description adequately represents the committee s mission and responsibilities. 2009 Division Self-Evaluation Program Consensus by the Board to assign the Division Self-Evaluation Program to the WSA Membership Committee. WSA MEMBERSHIP COMMITTEE Membership Transactions Motion by Drury to approve the membership transactions as presented. Second by Champagne. Motion approved by unanimous vote. Committee Projects 1. Policies, procedures and guidelines are in good order at this time. Committee to review the documents on a periodic basis. 2. WSA shepherding program is a good tool to provide effective orientation for new members and to strengthen commitment for members who are drifting away from division and WSA activities. 3. There was consensus by the Board for the WSA Secretary/Treasurer to conduct Town Hall conference calls with the Division Secretaries and Treasurers. 4. There was consensus by the Board for the Executive Committee to conduct a Town Hall conference call with Division Chairmen. 5. There was consensus by the Board for division Directors to confer with Chairmen if any average score on the 2009 Division Activity Survey is 4.0 or below for the purpose of determining how the division can strengthen that particular area of division performance. Page 6 of 11
6. The committee to continue researching member service programs and benefits to supplement existing services and report its findings to the Board, including business coaching services for the manufacturing area. 7. The committee to continue its research of a visibility and legibility chart for distribution to the membership. 8. There was consensus by the Board for the committee to continue its research of membership categories and report its findings to the Board. There was consensus by the Board that distributors would best represent a source of sponsorships rather than a membership category. 9. There was consensus by the Board that additional points in the Division Competition Program will not generate more purchases by sign company members from APMs. 10. The committee to complete the toxic waste survey and distribute a summary to the membership. 11. The committee to continue its research of green resources and distribute a summary to the membership. Networking Committee 1. The committee will continue to research ways to update and enhance the WSA website. 2. Electronic communication research will be transferred to the new WSA Communication Committee. 3. The committee to review the present profiles page to determine how this function can be enhanced. 4. The committee to plan and conduct the April 17, 2009 Koffee Klatsch networking function during the ISA trade show in Las Vegas. 5. The committee to continue researching the development and implementation of the on-line marketing page. 6. The committee will monitor the publication and distribution of the 2009 Member Locations Map which will include the new member core function feature. 7. The committee to review the Tricks of the Trade program in order to determine how to enhance the program at both the division and WSA levels. Product Purchasing Committee 1. Committee recommended a permanent Revenue Enhancement Committee be formed with one of its responsibilities to streamline the APM Membership development process. 2. Division leaders to review the distributor APM invoice reporting procedure at division meetings. 3. Division leaders to review the member monthly APM invoice reporting process at division meetings, emphasizing the procedure generates revenue for the association. Develop guidelines for the reporting process. It was recommended member owners/managers review the monthly report to insure all APM purchases are reported to WSA. Page 7 of 11
REVENUE COMMITTEE 1. Sellers reported the FY 2008-2009 Annual Budget is in good order. Revisions to be reviewed in a later agenda section. 2. Sellers reported the committee continues to monitor long range economic conditions and will take action as appropriate to maintain stability of the association s financial matters, NOTE: the association s stock based money market account at Chase Bank was closed with funds transferred to an insured bank based money market account at Compass Bank. 3. Sellers reported member debit checking accounts to reduce the amount of delinquent dues are logistically complicated and expensive. Committee recommends the matter not be pursued further. Board concurred. 4. Sellers reported funds to grow the association s $310,000 cash reserve are being diverted to other projects and programs. Additional sources of revenue are needed to sustain project and program activity while growing the cash reserve. REVENUE ENHANCEMENT AD HOC COMMITTEE Sellers reported the committee s primary focus was to amend the WSA bylaws to establish a membership category for Associate Product Members. The proposed bylaws amendment to be presented to attendees during a Town Hall Meeting on September 21, 2008. NOTE: Bylaws amendment approved. Considering there will be approval of the APM membership classification, the Board recognized official WSA expenses for the APM Division Director and Chairman would fall under the provisions of the Expense Reimbursement Policy for division directors and chairmen. Motion by Kasper to establish a permanent Revenue Enhancement Committee. Second by Keljo. There was consensus to ask the present members of the Ad Hoc Committee to serve on the new permanent committee; Sellers serving as committee chairman for one year. Motion approved by unanimous vote. WSA COMMUNICATION COMMITTEE Motion by Burton to establish a permanent WSA Communication Committee to focus on association communication matters with Lorie Apperson serving as the first chairman. Second by Drury. Motion approved by unanimous vote. COMMITTEE APPOINTMENTS Motion by Burton to ratify the following committee appointments; Keljo as WSA Membership Committee Chairman Isaacson as WSA Networking Committee Chairman Apperson as WSA Communication Committee Chairman Brad Love to the WSA Networking Committee Lisa Tymchyn to the WSA Networking Committee Second by Drury. Motion approved by unanimous vote. Page 8 of 11
SIGN INDUSTRY PARTNERSHIPS American Sign Museum Motion by Drury to conduct a raffle at $100 per ticket with $2,500 going to the raffle winner. Second by Burton. Motion approved by unanimous vote. NOTE WSA legal counsel advised a raffle is considered to be gambling, thereby illegal for WSA to conduct. WSA Executive Committee decided to conduct a fund raiser with all checks made out to the American Sign Museum. Signage Symposium Allen reported the Signage Symposium is tentatively scheduled October, 2009 in Cincinnati, Ohio. Details of the educational program will be distributed to the Board when they become available. 2008 Survey of Operations Allen provided an overview of the 2008 Survey of Operations noting there were fewer participants than forecasted. There was consensus by the Board that the planning, conduct and results of the 2008 program were in good order. 2010 Survey of Operations Allen reported ISA is in favor of conducting the program in 2010 with WSA. He said the ISA Statistics Committee wants to consider revising the survey and summary to encourage more members to participate. Motion by Kasper to approve the 2010 Survey of Operations program to be organized and conducted in collaboration with ISA, jointly researching how the survey and summary can be revised in order to increase the number of participants. Second by Burton. Motion approved by unanimous vote. UL Sign Industry Business Panel Allen provided an overview of the UL Sign Industry Business Panel (WSA, ISA & USSC representatives) acknowledging the group will focus on communication and administrative issues compared to technical issues. NOTE: The next meeting will be conducted November 19, 2008 at UL Headquarters in Northbrook, Illinois. OTHER BUSINESS APM Membership Fee Formula Motion by Burton to increase the present $1 million cap by 10% to $1,100,000. Second by Drury. After discussion, Burton withdrew his motion. Proxy Vote Onken requested the Board review the official voting procedure as stipulated in the WSA bylaws regarding on-site votes at meetings versus proxy votes. There was consensus by the Board for WSA s legal counsel to review the matter and provide his opinion for review by the Board at its 2009 mid-year meeting. Page 9 of 11
FINANCIAL MANAGEMENT June 30, 2008 Year End Financial Report Sellers provided an overview of the June 30, 2008 Year End Financial Report acknowledging a CD matured in December 2007 and the funds were transferred to a stock based money market account. Motion by Young to ratify the June 30, 2008 Year End Financial Report as presented. Second by Kasper. Motion approved by unanimous vote. The Board recognized the $310,000 approved cash reserve is separate from funds used for; 1) on-going WSA operational purposes based on established and forecasted expenses as well as 2) funds in each division checking account. Fiscal Year 2007-2008 Audit Sellers provided an overview of the Fiscal Year 2007-2008 Audit, acknowledging the established practice that divisions are responsible for their prorated contributions to the association s annual tax liability. Motion by Apperson to ratify the Fiscal Year 2007-2008 Audit as presented. Second by Menke. Motion approved by unanimous vote. Preliminary August 31, 2008 Financial Report Sellers provided an overview of the Preliminary August 31, 2008 Financial Report. Motion by Young to approve the Preliminary August 31, 2008 Financial Report as presented. Second by Keljo. Motion approved as presented. There was consensus by the Board to include financial reports in the electronic version of the workbook distributed prior to the Board Meeting. Fiscal Year 2008-2009 Annual Budget Sellers provided an overview of the Fiscal Year 2008-2009 Annual Budget, highlighting necessary revisions. Motion by Drury to increase sign company dues by $5 per month effective January 1, 2009. Second by Champagne. Yes Keljo Drury Young Menke Kasper Champagne Shymko No Burton Apperson Motion approved by majority vote. Motion by Kasper to approve the revised Fiscal Year 2008-2009 annual budget as presented or adjusted by decisions made at the September 20, 2008 Board of Directors meeting. Second by Young. Motion approved by unanimous vote. The September 20, 2008 updated Fiscal Year 2008-2009 Annual Budget to be posted on the WSA website. Page 10 of 11
2009 WSA MID-YEAR BOARD OF DIRECTORS MEETING Motion by Champagne to conduct the 2009 mid-year Board of Directors meeting in Denver at the airport on Friday afternoon January 9, 2009 and Saturday morning January 10, 2009 with Executive Committee members, Directors, Committee Chairmen and Staff. Second by Burton. Executive Committee members to arrive Thursday afternoon/evening January 8, 2009 for a meeting on Friday morning January 9. Directors and Committee Chairmen arrive Friday morning January 9, 2009 in time for a 1:30 pm meeting start. Departures to be scheduled after 2:00 pm Saturday afternoon January 10, 2009. Motion approved by unanimous vote. CRITIQUE OF THE 2008 ANNUAL LEADERSHIP GROUP MEETING There was consensus by the Board that the planning for, and conduct of the September 20, 2008 Board of Directors and WSA Leadership Group Meeting were in good order. PROPRIETARY DISCUSSIONS The Board of Directors discussed many association business matters during the meeting. Projects and official activities are in various stages of development at any one time. To avoid confusion about these items, the Board has a standing practice for Headquarters to coordinate all communication regarding these matters with the appropriate parties. Consensus by the Board of Directors not to discuss designated WSA business matters outside of its formal meeting setting until it approves such discussion, and to continue the established communication practice as stated above. Consensus by the Board of Directors to use minutes of the September 20, 2008 meeting as a guide for reporting Board discussion and its corresponding actions to members at upcoming division meetings. Copies of the minutes are not to be distributed at division meetings. ADJOURN MEETING Motion by Apperson to adjourn the September 20, 2008 Board of Directors and WSA Leadership Group meeting at 3:28 pm. Second by Burton. Motion approved by unanimous vote. Respectively Submitted, Jerry L. Righthouse Executive Vice President November 5, 2008 Attachments Addendum #1 Division Reports Addendum #2 September 20, 2008 approved committee projects Page 11 of 11