This is NOT an official document, and is not "minutes" of the reported board meeting. It is not reviewed by nor approved by the SSA Board, and is a personal recollection, possibly incomplete, and with potential errors and omissions. Generally, Directors are referred to by their last names or initials, staff or SSA members by full name. I make reference to documents presented in whole at the meetings. These documents are available on request from any Regional Director.
Readers should realize that these notes were recorded Sept. 30, and actions have been subsequently taken to move on the SSA's business. The names of the committees working on financial and business issues have evolved since that time.
I
am always willing to answer questions from members personally.
C. Brickner
Director's Report to Region 12 of Summer Meeting - Sept. 30, 2006
SSA Board of Directors MeetingCalled to order at 8:10 a.m. by Chairman Black-Nixon
New Directors were introduced to the Board: Fred LaSor, Dave Nuss, Jay McDaniel, Ron McLaughlin. Introduced new staff person present, Judy Blalack, Accounting Manager. Thanks to Directors with expiring terms. Absent were Mozer, Schlosser, Spratt. Guests present at the meeting: Bob Hudson, Renard Rozzoni, Robert Mudd, Pat McKnight (PM, today and yesterday was party to ExComm meetings)
Strategic Plan update handed out to review for winter meeting.
A Harassment Policy statement moved for approval. Motion Carries. Sporting Licenses to be purchased individually from NAA effective Jan 1 2007. Associate FAI Member Petition still going forward. Three By-Law change considerations were submitted.
- 1.Vacancy replacement for Director
- 2.Vacancy replacement for ExComm
- 3.Audit, change to audit or review process. The first two proposed changes were approved unanimously. The third was not considered at this meeting.
OLC Program - Garner Flying has gotten cleaner; on altitude and on sunset time still working on pilots to pull problem flights. Did not have a file break security code, it was downloaded in flight. Haluza - fixes red marks. Ultimate service !! Heroic effort as volunteer run program. US stands well in worldwide performance.
Finances dismal - only 1000 collected by Committee. OLC wants SSA portion to be about $3k annually. Newill can broadcast to Chapters for contributions. Howard Banks posted a seemingly "Mach 2" flight. Jamming happens, recordings disrupted, reported by C Brickner.
Five minute break.
Recruitment - Easton.
Oshkosh a success, nice display, good effort. Thanks to Committee
Ian Cant and Ann M. Reg 12 did AMA display booth, we owe reciprocal space to AMA in Memphis.
Plan for 2007 Oshkosh. Hines - Start now to chair fundraising effort for display.
Tyler moves to state support of Karol's Committee in any and all ways to support Oshkosh. Fundraising effort, committee is Karol's chair. ?? 2nd, Motion carries. No direct budget commitment from SSA itself.
Software Task Force - Easton
Divide datakeeping effort and split onto PeachTree (inventory on Monday) and database onto Web server MSSQL database. No new expense item, trying to retire DMG fees line item expense. Data base lives on a server in office. Will transfer onto leased server in Hobbs. This achieves interim workability, pending long term reorg plan.
E-Com Committee
Gliding Magazine (on-line) may be reconsidered in treasurer's report. Cut out now.
Youth Committee - report stands.
CAP - wants MOU Joint agreement, 3 in charge at CAP, no MOU progress to date.
Publicity Report - Val Paget - great work. Kellett pushing contest reports to newspapers, club events, not a single article? Tyler - two articles in Reg. 4 New Castle. No archive in Hobbs. Post links on web to local articles. 12 news articles on Hobbs Nationals. Good Idea: ABQ Soaring Club gives free 3000 ft tow to members that generate publicity results.
Governmental Liaison Committee - Northcraft reports.
Northcraft missed including Sheppe's Representation report. Will email it out.
Minden - Hawker vs ASG-29 midair - NTSB/FAA Wash DC/PASCO, meeting report from Hines.
Airspace Report as submitted - Brickner.
Safety Foundation - Rich Carlson
Site Surveys. Safety Seminars. Need invitations to SSF.
FIRCs still popular. Better than AOPA's FIRC from customer feedback.
Web Site Utilization Growing, wants to add Search engine.
Carlson - thanks Hines for interface on the Minden accident response. Need local support. BSSmith - SSF needs Board to recruit Safety Meeting invitations, and site surveys. Compton toured Region 8 and did four site surveys in August, two in Midwest.
First Flight Program was soft on participation.
Accidents down this year. Thanks to D. Layton for running Safety articles in SOARING.
Consider alternate year Conventions - Welles. Can't pull out of Memphis due to penalty costs. Consider delaying ABQ for a year, include later in costing considerations.
Long discussion.
Welles / Kellerman - move to go to alternate years following ABQ. Modified seminar event in non-convention years and strive to schedule ours in opposite year to German soaring conventions to improve foreign participation. Vote: Newell, Easton, Volkober, Hines, Minner, against. Motion carried.
Memphis Convention planning update - Skydell.
Speakers and Room Hall Staffing: Board to send speaker potentials to both Reb Byrne and Gaynell Temple.
Annual SSA Awards - Carswell
Hines /Zimmerman to accept slate of Nominations, motion carries. 20 in favor.
Thanks to Kellett for compilation of historical awards giving. Future review in February.
John Leibacher contributed to compilation effort.
Proposed change to rules for Barringer Trophy. Brickner /Volkober 7 / 9 motion fails.
Establishment of Two-Seat Trophy at Open Nationals, Moffat - Woods Trophy - motion carries.
Wording of Hall of Fame nomination policy change proposal: Individuals - motion passes to include "individuals", including joint submissions.
Hall of Fame Candidates proposed: requires 75% affirmation by Board to put forward candidates to a member ballot Dick Butler for 6 against (many) failure to pass forward Wil Schuemann 22 to go forward. Pass forward onto member ballot.
Contest Committee report - Sorenson
No scoring glitches in Winscore. Llano Estacado SS sponsored contest at Hobbs, was wonderful. Contest financial reporting: Uvalde 2005 still not complete.
Adjusting sanction reporting requirements as needed. ELTs optional.
Skydell - validate Winscore as planned? Not done by R Maleady as promised, Sorenson to look into this..
Election/poll open now. Nixon, Maleady on ballot.
Ely Grand Prix oversight. Possible black eye internationally to SSA from failure to execute. Future will have more interactions and oversight regardless of sanctioning body.
Carl Herold apologizes for failure, still working on tracking project.
US Team Report - Sorenson.
Team Committee admin running smoothly. No 2007 contests but Juniors in Italy.
Seaborn leaves as Member. Orion Kingman is sole candidate.
John Good deserves thanks for Team results web reporting.
Nominating Committee Report - Carswell
Slate of Mozer, Easton, Johnson, Sorenson, Wallace Berry, Phil Umphres, for Directors-At-Large.
Nominated slate so moved Brickner, second. Seated by acclamation with no further nominations.
Nominated, uncontested, acclaimed to 2007 service as slated were: Chair Black-Nixon, First Vice Chair Easton, Vice Chair Skydell, Vice Chair Umphries. Secretary Carswell, Treasurer Umphries.
ExComm is Chair + Vice Chairs as elected for 2007. STILL One person short for 2007.
Holding Summer Board Meetings at Central travel hubs -- Welles Travel expense versus not meeting local organizers in meeting space for conventions. Wright. Wells / Sheppe move to change policy to central locations. Motion failed. Against - Easton, Skydell, Northcraft, Nuss, Hines, 7 against 10 for. Abstained - Zimmerman, Johnson, Volkober, Brickner.
Winter Meeting 2007. Memphis Board Meeting will be Friday/Saturday mornings, 8 am daily.
Other Business
Newill will research and report in February on SSA official seal.
Minner - asked for executive session 14:00 14:10 Emerged from executive session.
Executive Director report - as presented in agenda. Nothing added.
Additional Members present in the room for portions of afternoon were: Jack/Dody Wyman, Robert Mudd, Bob Wander, Peter Smith, Walt Cannon, Bob Hudson, Pat McKnight, Bertha Ryan, George Applebay .
Treasurer's Report - Volkober
Intro Judy Blalack, new Accounting Manager.
JV - believes we have never seen an accurate statement during his tenure due to Gleason.
Looked this past week at working capital statement.
Confirmed current bank balances, accts receivable bal, payables balances.
In the hole for -$239,000 today for tax liabilities. Rounded off.
June Foundation Fidelity balance approx $300K general use, $900K restricted use.
For management issues in the immediate future, ExComm established a short term Emergency Business Task Force -- composed of ExComm, Short, Tyler. Recommend a Future Reorganization Task Force, also, to be defined.
JV - In actions list. Janet McCard, forensic accountant interviewed by Excom does fraud investigations, she can help direct us in investigations, insurance claim, organize for prosecution, maximize recovery options.
Tyler - how do we get max value to insurance claim?
JV - guidance of experts. Weck - asks what is insurance limit of employee Dishonesty, $75 to $125k, not clear.
Garner - asked about banks liability for single signer check clearances? We're working on it.
BS Smith - Will we get interim Foundation report before next mtg? Yes.
JV - Actions currently being taken are:
Post daily. Reconstruct balance sheet ( Sept 30, every supporting document.)
Audit on 12/31/06 for that quarter. Adjusting entries. Make new Foundation bucket report. Why was it hard to look into Accounting system? JV now has remote access, Gleason had "told" JV it wasn't easy. A lie.
ExComm Report to the Board on Actions Taken for Financial Crisis - Skydell
Skydell in Jan 2004 onto Board. Reviewed for history of audits (2 in 18 years), 43 Directors in this period. 2003 Budget & Finance Committee was initiated by Doug Jacobs. DJ was Treasurer until Jan 2005, John Volkober starts as Treasurer then. 2005 Budget Comm talked about budget, only. Larry Sanderson hired Alan Gleason. Note loss history dates. Larry left in 2002. Wright came in late 2003.
Short Term Emergency Business Task Force - members of Short, Tyler, ExComm for continuity even if considered tainted by membership.
Long Range Reorganization Task Force - drew the picture with timeline.
Life cycle. SSA served members as it is for 75 years. Time for a new life. Go for oversight. ExComm running the ventilator, Staff running nutrition and bathing. Must be viable economically, must provide service the body wants.
Long discussion by the Board, questions with ExComm. Very supportive exchange.
This Board appoints two people (Kellerman/Bearden) to nominate two others to serve as observers of the EBTF, for the purpose of representing the interests of the membership. 14 in favor. Abstained ExComm, Zimmerman, CB.
Long Term Reorganization Task Force. Charter not stated.
Sense of Charter to be to re-evaluate and define a business structure and governance of SSA, with the expectation of a sound fiscal plan and valued services, to be considered for adoption and implementation at the fall 2007 Board meeting.
Sheppe to populate the LTRTF Sense of the Board here
Foundation Loan Agreement - Carswell
October 11th we must pay the taxes due or suffer a lien.
Board meeting recessed.
SSA Foundation meeting convened
Garner moves to approve Resolution Two on the table. Favor, 22, Against 0, Carries.
Carswell move to approve first resolution. Lend the money with indemnity provision. XXXX second Favor 19 majority, absent from room is Sorenson.
Carswell moves - Minner seconds to
Amend Foundation investment policy:
To include loans to the SSA at the market rate of interest, which meets the terms of the investment policy. Passed by 20.
Adjourn meeting of SSA Foundation. 5:23 pm
Resume meeting of SSA BOD 5:23pm.
Arrangement with Foundation allows SSA to pay taxes, interest, and penalties if not reduced. Allows a small line of credit of $50k working capital facility. $57k which was supposed to have gone into the Foundation Operating Reserve Fund never got there because of Gleason. Unclear if this was misappropriated, or simply paid legitimate SSA bills. Still under investigation, but either way, SSA operations will pay this back to the ORF (as it does with all funds borrowed for ops). Will work out repayment schedule to the Foundation for the loan based on cash schedule provided by Treasurer. Info to SSA Foundation will be ongoing,
Schedule Two in Agreement - to approve the borrowing.
Northcraft/ Newill move to enter into Loan with SSAF.
Newill - add Trustees to D&O costs?
Skydell - D&O costs about $2000 per year.
.
This all comprises a similar instrument to the 2001 line of credit, which was repaid in full.
Motion to Approve borrowing from Foundation per Loan Agreement . 21 in favor. 0 against.
Northcraft/ Hines. Move to approve indemnity to Trustees in Schedule Two. Sheppe/Hines call the question. Approved. In favor, passed unanimously.
Executive Session at 5:33. Return to Open Session at 6:00 pm
Letter of resignation from Dennis Wright.
Hines - Sheppe - move to accept. Unanimous acceptance.
Sheppe moves to adjourn. Brickner second 6:12 pm Motion carried.