USPS Board ofDirectors

Lake Buena Vista, Fla.

2 Feb. 2010

Called to order at 0830

Attendees:

C/C Creighton Maynard, SN

V/C Frank Dvorak, SN

V/C Robert J. Sweet, SN

V/C John Alter, SN

V/C Dave Hinders, SN

V/C Richard M. Peoples, SN

P/C/C Ernest G. Marshburn, SN

Guests present:

P/V/C Robert A. Baldridge, SN

Mary Catherine Berube

Tom Kemp

Action items approved:

Ratification of electronic votes:

Upon motion to ratify the electronic votes on matters shown below made on 2 February 2010, which was thereafter seconded, discussed and voted upon by the Board of Directors, United States Power Squadrons, each was approved and ratified.

1) Conflict of Interest Policy - Approved by electronic vote 25 Dec. 2009

Resolved, that the following "United States Power Squadrons Conflict of Interest Policy" be accepted (policy attached.)

2)National Meetings Committee – Approved by electronic vote 28 Dec. 2009

It is moved that the National Meeting Committee, United States Power Squadrons, be assigned to the Executive Department for administrative and departmental purposes.

RATIONALE:Since the Chief Commander, United States Power Squadrons, is an ex-officio member of the National Meetings Committee, said committee shall report to the Chief Commander concerning matters for which the Chief is responsible for determination; all other matters shall fall within the purview of the Executive Department.

3) New USPS Investment Policy – Approved by electronic vote 31 Dec. 2009

It has been moved that the USPS Investment Policy as set forth in the USPS Operations Manual and in the BOD SOP's (1993), both of which are outdated, be replaced with the following, as prepared by R/C T.Ellis, USPS Finance Comm., P/V/C J. Mesenburg and V/C R. Peoples (policyattached.)

4)USPS/CPS MOU – Approved by electronic vote 18 Jan. 2010

Ratified andaccepted with amendment; main motion approved as amended

(MOU attached.)

Motions:

Upon motions to approve, which motions were seconded, discussed and voted upon by the Board of Directors, United States Power Squadrons, each of the following was approved:

1) A motion to hire a part-time headquarters project administrator to manage grants processing. Funding will be supported by current grants.

2) A motion to add a new staff commander position on the Publishing Committee, which will bring the total to four staff commanders.

3) A motion endorsing the Unified Membership concept directing that the Committee on Rules prepares the appropriate amendments to the USPS Bylaws for BOD approval and subsequently for Governing Board approval.

4) A motion authorizing the purchase and distribution of 6,000 Job #1 lapel pins at a cost not to exceed $3,675.

5) A motion to accept changes to the slate of nominees as published in the Report of the Committee on Nominations.

6) A motion to dissolve Possession Sound/16, effective 7 February 2010.

7) A motion to assign provisional squadrons to the appropriate district for administrative purposes when the provisional squadron is approved.

Discussions:

1)C/C Maynard discussed the USPS Leadership Training Program for District and Squadron Administrative Officers, which was developed by the Leadership Development Committee. The chief noted that the program was tested in one district and the results were very positive. The Board of Directors agreed that the USPS Leadership Training Program would continue for at least three years or for such time as the membership continues to show interest in theprogram.

2)C/C Maynard discussed a grant proposal from the United Safe Boating Institute to collect vessel safety check data from the vessel inspection forms. The purpose is to look at why vessels do not pass inspection and how the location of the vessel might correlate to the failure, injuries and fatalities as reported by the United States Coast Guard.

3)Tom Kemp reported on 2009 Ship’s Store results compared to 2008. He reported that sales in 2009 compared to 2008 were even at approximately $127,000. He noted that the cost of goods sold in 2009 was 84.8 percent compared to 93.8 percent in 2008. Net sales were $19,200 in 2009 compared to $7,800 in 2008.Inventory decreased from $119,000 in 2008 to $84,300 in 2009 due to reducing prices on slow-moving and discontinued inventory. Overall, the Ship’s Store contributed $59,532 to USPS revenue in 2009.

4)Kemp reported that he is working with the Member Benefits Committee on a member benefits proposal from Affinity Marketing. He reported that the Law Committee is reviewing the contract.

5)Kemp reported that he and V/C Bob Sweet would visit Regal Boats on 3 Feb.2010 to discuss a proposal where Regal Boats would purchase ABC3 student manuals and distribute withevery Regal boat sold. He reported that Regal agreed to display a USPS marketing display in its showroom.

6)Kemp reported that he contacted squadron commanders concerning the offer from local marine dealers to provide free classroom space for squadrons to teach seminars and ABC3.

7)Kemp reported that Ivy Technical College in Evansville, Ind., expressed an interest in teaching ABC3 in its course curriculum. He and V/C Sweet are also continuing discussionswith Broward College in Ft. Lauderdale, Fla.

8)Kemp reported sending 4,000 copies of WaterSmart from the Start Manuals for distribution duringthe Ohio River Way Paddlefest in June 2010.

9)The BOD discussed the need to hire a projects administrator to manage grants. It was noted that funding was allocated in current USCG grants. Headquarters Director Mary Catherine Berube and Assistant National Educational Officer Herman Green, SN, will begin the search for a part-time headquarters projects administrator.

10)V/C Hinders reported that the BOD Reference Guide was updated as of 5 Dec. 2009 to make the necessary changes giving responsibility of all decision-making policies to the BOD.

11)V/C Sweet reported that the NASBLA National Boating Education Standards Committee would meet during the 2010 IBWSS.

12)V/C Sweet reported that USPS will sign an MOU with CPS during the 2010 Annual Meeting. He noted that CPS is teaching the USPS Sail and Instructor Development courses with plans to begin teaching AP course materials.

13)C/C Maynard discussed adding outside directors on the BOD. The BOD directed P/V/C Baldridge to draft a request to the Planning Committee to research outside directors.

14)V/C Peoples and V/C Sweet are developing guidelines for using members’ boats for on-the-watering training under the Boat Operator Certification Program.

15)V/C Peoples reported that the USPS insurance agent, Gowrie Group, distributed a survey on a customized insurance program to insure district and squadron property. Gowrie will share the survey results with V/C Peoples.

16) V/C Peoples reported that the final 2009 audit was delayed due to the illnessof the National Meetings Committee treasurer.

17)The BOD discussed a request to add a staff commander position on a national committee. USPS Bylaws state that the number of staff commanders is determined by the BOD. Requests to add a staff commander position will be approved by the appropriate vice commander for recommendation to the Committee on Nominations.

18)V/C Sweet noted a willingness to teach USPS courses and seminars to USCGAuxiliary members.

19)V/C Sweet reported that the Small Boats Can = Safe Boating TV Show DVD is complete.

20)V/C Sweet reported submitting three grants to the USCG on Situational Awareness, Fire Extinguisher Training, and Operation Patriot Readiness.

21)P/V/C Baldridgeupdated the BOD on the status of“Coming About – Charting a New Course” recommendations. One recommendation calls for developing a team of regional experts to assist the NAO with issues regarding new member recruitment and to assist the Districts and Squadrons to obtain necessary promotional items, education material and recruitment tools. P/V/C Baldridge will request an Educational Fund grantto cover expenses for a team regional expert training session at headquarters.

22)P/C/C Marshburn expressed his appreciation to C/C Maynard for the opportunity to serve on the BOD during his tenure.

23)V/C Hinders updated the BOD on headquarters order processing. He reported that the average days to ship in January was two.

24)V/C Hinders reported that the Information Technology Committee will post a number of DB2000 helpvideos on YouTube, which is available at

25)V/C Hinders reported that 3,419 members signed up for SailAngle.com as of 30 Jan. 2010. The BOD discussed a procedure where all District 2 members were signed up for Sailangle.Com and offered an opt-out feature.

26)V/C Hinders reported that 186 members joined the Cyber Squadron as of 30 Jan. 2010. Seventy-seven percent of those members have transferred to a local squadron. The average age of these members is 55,and 84 percent report having taken a boating course.

27)V/C Hinders reported that in 2009 headquarters processed 12,450 pieces of mail;10,757 faxes; 8,849 course material and exam orders; 3,701 new members and reinstatements, andresponded to 31,662 phone calls.

28)V/C Alter reported that membershipstatistics are improving slightly. He noted that the national organization has developed membership recruitment and retention programsand encouraged squadrons to take advantage of these opportunities.

29)V/C Sweet, V/C Alter, V/C Hinders and P/V/C Baldridge will work on an initiative offering a 6-month membership to ABC classroomgraduates.

30)V/C Sweet reported that the Educational Department is working on a memorandum of understanding with Jeppesen that calls for USPS selling cartography software through the Ship’s Store on a drop-ship system.

31)V/C Sweet reported that the ABC3 website is being upgraded and should be ready in early March.

32)V/C Sweet reported that 68 people attended a seminar on “Basic Coastal Navigation” during the 2010 Ft. Lauderdale TrawlerFest.

33)V/C Sweet reported that the USCG Office of Boating Safety will be featured in the next issue of the “Coast Guard Proceedings of the Marine Safety & Security Council” magazine. USPS received a request to submit an article for publication, which was subsequently submitted by V/C Sweet.

34)V/C Sweet reported that P/V/C Spencer Anderson, SN, would represent USPS at the CPS training meeting.

35)V/C Sweet reported receiving a $26,000 USPS Educational Fund grant to videotape seminar sessions.

36)The BOD discussed creating an executive director position. V/C Hinders, V/C Sweet and Mary Catherine Berube will work on specifications and a job description.

Adjourned 1340

UNITED STATES POWER SQUADRONS

CONFLICT OF INTEREST POLICY

Article I – Purpose:

The purpose of this conflict of interestpolicy is to protect the interests of the United States Power Squadrons (USPS or the Organization) as a charitable, tax-exempt organization when it contemplates entering into a transaction or arrangement that might benefit the private interest of a director or chairperson of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not to replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II – Interested Person:

1.Any member of the USPS Board of Directors or chairperson of National Committee is an interested person.

2.An interested person has a financial interest if such person, directly or indirectly, through business, investment, or family has:

  1. an ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
  2. a compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
  3. a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

3.A financial interest is not necessarily a conflict of interest. A person who has a financial interest has a conflict of interest only if the Board of Directors decides that a conflict of interest exists.

Article III – Procedures:

1.Duty to Disclose

An interested person must disclose in writing or by email the existence of any potentially conflicting financial interest and shall be given the opportunity to disclose all material facts to the Board of Directors and chairperson of a National Committee considering the proposed transaction or arrangement.

2.Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any Board of Directors discussion with the interested person, the interested person shall leave the meeting while the determination of a conflict of interest is further discussed and voted upon by the directors or remaining directors.

3.Procedures for Addressing a Conflict of Interest

The chairperson of the Board of Directors may, if appropriate, but is not required to appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

  1. After exercising due diligence, the Board of Directors shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
  2. If a more advantageous transaction or arrangement is not reasonably available under circumstances that do not produce a conflict of interest, the Board of Directors shall determine by majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest and whether or not to enter into the same.

4. Violations of the Conflictof Interest Policy

  1. If the Board of Directors has reasonable cause to believe an interested person has failed to disclose actual or possible conflict of interest, it shall inform such person of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
  2. If, after hearing the member's response and making further investigation as warranted by the circumstances, the Board of Directors determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and/or corrective action.

Article IV - Record of Proceedings:

The published minutes of the Board of Directors shall contain:

  1. The names of persons who have disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board of Directors’ decision as to whether a conflict of interest in fact existed.
  2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V – Compensation:

  1. A member of the Board of Directors or National Committee chairperson who receives compensation, directly or indirectly, from USPS for services is precluded from voting on matters pertaining to that member's compensation.
  2. The definition of compensation for the purposes of this policy shall not include direct or indirect reimbursement for or payment of travel, lodging, and other meeting expenses incurred in the conduct of USPS business that have been included in the annual budget or have been authorized in advance by recorded vote of the USPS Board of Directors.

Article VI - Annual Statements:

Each member of the USPS Board of Directors committee chairpersons shall annually sign a statement that affirms such person:

  1. has received a copy of the conflict of interest policy,
  2. has read and understands the policy,
  3. agrees to comply with the policy,
  4. agrees to implement the policy on his committees, and
  5. understands that USPS is charitable in nature and must engage primarily in activities that accomplish one or more of its tax-exempt purposes previously declared to the Internal Revenue Service in order to maintain its present tax exempt status.

Article VII - Periodic Reviews:

To ensure the Organization operates in a manner consistent with its declared charitable purposes and does not engage in activities that could jeopardize its tax-exempt and charitable status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, ensure that partnerships, joint ventures, and arrangements with outside organizations conform to the Organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

When conducting periodic reviews the Organization may, but need not, use outside advisors. The use of which shall not relieve the Board of Directors of its responsibility for ensuring periodic reviews are conducted.

In witness whereof we have hereunto set our hand this ____ day of ______2010.

______

Chief Commander Executive Officer Educational Officer

______

Administrative Officer SecretaryTreasurer

______

Past Chief Commander

ANNUAL CERTIFICATION

The undersigned member of the USPS Board of Directors or Chairperson of a National Committee does hereby certify that he or she:

  1. has received a copy of the USPS Conflict of Interest Policy,
  2. has read and understands the policy,
  3. agrees to comply with the policy,
  4. agrees to implement the policy on his committee(s), and
  5. understands that USPS is charitable in nature and must engage primarily in activities that accomplish one or more of its tax-exempt purposes previously declared to the Internal Revenue Service in order to maintain its present tax exempt status.

In witness whereof I have hereunto set my hand this ______day of ______2010.

______

Officer’s Signature

______

Title

USPS INVESTMENT POLICY

The funds of USPS are divided into two general categories consisting of operating and reserve funds. The size of the operating fund shall be set annually by the Treasurer so as to sustain the day to day operations USPS. The funds should be readily available to headquarters in the form of checking accounts and short term CD’s.

The finance committee shall determine suitable investments for reserve funds of USPS so as to obtain a rate of return consistent with security of the funds. These recommendations shall be given to the Treasurer.

The reserve funds and their management are the direct concern of the finance committee. These funds are further divided into three categories based on the degree of investment safety:

(1) Insured deposits – low risk insured investments such as savings accounts, certificates of deposit and bank money market funds.

(2) U.S. Treasury Notes and U.S. Treasury bonds which are guaranteed by the US Government.

The Finance Committee should be aware of current trends in interest rates in order to recommend a maximum yield for each type of investment. Trends and predicted trends should be carefully reviewed to determine the best maturity periods of the investments.

(3) Stock or equity investments – These high risk investments are best handled by full time managers who are responsive for the day to day fluctuations in the securities markets. Currently, these investments are in the form of mutual funds which have full time managers. Another approved method of participating in the equity markets is through a managed portfolio. Selected funds should be switchable from one investment type to another without significant fees and by telephone notification. Normally, the Finance Committee Chairperson would advise the headquarters manager or deputy manager to make the switch, but in the case of any emergency, the assistant chair of the finance committee or the Treasurer may advise headquarters to make the switch.