Draft 08.10.07

MINUTES OF A TELEPHONE MEETING OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF THE SOARING SOCIETY OF AMERICA, INC.

held on Tuesday August 7, 2007.

Present: Ms. Black-Nixon (Chair), Mr. Easton (First Vice-Chair), Dr. Skydell, Mr. Sorenson and Mr. Umphres (Treasurer)

In the Chair: Black-Nixon

Attending: Dean Carswell, Secretary and Emergency Business Plan Task Force Member; Denise Layton, Office Administrator and Soaring Magazine Editor; David Pixton, Official Observer and Future Restructuring Task Force chairman; and Bob Jackson, Official Observer

The meeting was called to order by the Chair at 2003 CDT and, a quorum being present, proceeded to business. Chair Black-Nixon noted that the meeting also included members of, and would be treated as a meeting of, the Emergency Business Plan Task Force (EBPTF).

Old Business

Agenda Item 1 – Action Item Follow Up

[Note, where there was a substantive Agenda item on the same subject, the follow-up, where appropriate, has been combined with the substantive item, or vice versa].

Action Items Arising from July 24, 2007 Meeting:

1.  Easton to post FAA response letter on the SSA website. Pending, 8/8/07

2.  Black-Nixon to speak with Pixton to ascertain if he knew of any potential members for an Executive Director Search Committee. All Excomm members to give consideration to potential members of the committee, and report back at the next meeting. Several names were discussed. Their willingness, ability and qualifications to serve to be assessed by Excomm before next meeting. 8/8/07

3.  Layton to present a description of exactly which staff members were assigned to which general tasks, as well as how any new staff might be allocated. A paper presenting Layton’s thoughts on a new staff position was reviewed. Layton to present at the next meeting a staff member matrix showing what duties each existing staff person performs. 8/8/07

4.  (From June 19, 2007) Layton to put Tyler in touch with the SSA’s insurance agent to expedite the issue of obtaining satisfactory business liability insurance, and establish details of exactly what heads of liability are currently not covered. SSA is currently lacking full commercial general liability coverage. A decision regarding buying piecemeal additional coverage is pending further input from Tyler. Layton to send copy of all current insurance binders to Carswell. 8/8/07. Layton to further communicate with Tyler regarding this issue. 8/8/07

5.  (March 27, 2007) Umphres to send his letter describing all funds in the SSA Foundation to the Auditors. Done, Umphres has received some revisions to the draft audit opinion from the auditors. Final audit opinion expected to be delivered by next meeting [August 21, 2007]. 8/8/07

6.  (November 21, 2006) Layton to check the math contained in the proposed PTO policy, and report back at next meeting. Minor revision to numbers made. Layton to communicate with Tyler regarding further substantive and clarifying revisions required to the policy. 8/8/07

Action Items arising from July 10, 2007 Excomm/EBPTF Meeting:

1.  Layton to provide a copy of the signed contract in respect of the arrangement to reproduce the English language version of Cross-Country Soaring, when received, to the members of the Excomm. Contract (in German) received, sent to Hannes Linke to translate. Linke in Europe for 2 weeks. Layton has explained delay to company in Germany that expects royalty payments. 7/24/07. Layton will continue to attempt to contact Linke 8/8/07.

Action Items arising from June 29, 2007 Excomm/EBPTF Meeting:

1.  Black-Nixon to discuss with each committee chair the population of each committee, the need for changes, and the identification of new SSA member resources to assist. Black-Nixon has been contacting various chairs. Ongoing 8/8/07

2.  Carswell to add comments to the draft Employee Handbook and forward it to Layton and Blalack for further review to ensure that it fully reflected the current position and policies prior to resubmission to the Excomm. In process. 7/10/07. The Handbook needs to be based on actual SSA polices, and this may not ^ be so in every case. Carswell is making progress. 7/24/07. Layton undertook to send Carswell a clean copy for further work. 8/8/07

3.  Black-Nixon to get back to the Non-Convention Year Task Force with a request that it poll all SSA vendors, and give further consideration to a proposed format and make a recommendation to the Board by mid-September. Temple to be available to assist the Task Force making a full poll of all vendors. Requested, awaiting response. 7/10/07 Still no response from McLaughlin. 7/24/07 McLaughlin responded that he felt asking all vendors their opinions would “muddy the water.” Black-Nixon had again requested him to do s prior to 08.07.07 meeting. 8/06/07

Action Items arising from June 19, 2007 meeting

1.  Carswell to draft and submit to the June 29 Excomm meeting and the SSF Trustees for approval conforming amendments to the SSF MOU. Umphres to draft the MOU amendment prior to September 2007 Board meeting. Carswell to follow up with Carlson, and advise him that the modified MOU is pending until September, but that in the interim period, full compliance with Excomm’s recent resolution must be made. Layton to open a bank account for SSF with Bank of America in Hobbs. 6/29/07 Account opened. Carswell has advised Carlson that the updated MOU would likely be presented at the time of the September Board Meeting, but that Excomm expected SSF to comply with the motion passed on June 19 by the Excomm. Carlson confirmed this would be the case. 7/10/07 Carswell undertook to have this completed by the time of the September 2007 board meeting. 8/8/07

Action Items arising from April 3, 2007 Excomm/EBPTF Meeting:

1.  Easton to seek clarification on the OLC solicitation process and report on the outcome. Garner to solicit from businesses directly, and individuals via website (through Amazon). Garner to supply Blalack with accounting of who has donated through Amazon, and only then will money be released to OLC. Garner to place solicitation on OLC site. Garner and Easton to report progress setting up online donations. 5/29/07. Online facility still under construction 6.19.07. Easton has all required information to complete the online facility for donations, and to complete construction. Facility to donate to USA OLC will appear on OLC webpage shortly. Publicity for this is up to the OLC committee. 7/10/07 Easton, Blalack and Garner to discuss this on 7/25/07 The issue of charging the OLC account for soft costs was discussed and it was decided that no soft costs would be assessed at this time, however the records of actual costs associated with this program would be kept and closely evaluated, and the Excomm reserved the right to alter this decision. Easton undertook to inform Garner of this decision. 7/24/07 Donors to be notified on the website that donations of less than $250 to OLC will not receive a letter verifying the donation from SSA. 8/8/07.

Action Items arising from March 27, 2007 Excomm/EBPTF Meeting:

1.  Layton to report the outcome of the next hearing in the former Chief Accounting and Administrative Officer’s criminal trial. Layton spoke with District Attorney; details have been transmitted to Excomm by email 4/10/03. Awaiting announcement of next court date 4/17/07. Trial again continued to early May. Layton has left 2 phone messages for the A.D.A. without response. Layton to discuss this with the D.A. 5/7/07 Layton spoke to the DA on 5/20/07, who expressed how “busy they were.” Layton expressed the fact that approximately 12,500 members and the SSA board were extremely concerned on consequences of delays affecting related matters including issues with the IRS. The D.A. was to get back to Layton by the last week in May. If there was still no movement, Layton to speak with Gary Don Reagan for advice. Further options included speaking with the Hobbs mayor, and then possibly the local Congressman. Court appearance scheduled for 6.20.07. At that appearance, Gleason waived his rights to a preliminary examination and the case was referred to the district court for trial. 6/29/07 No news 8/8/07

Action Items arising from February 27, 2007 Excomm/EBPTF Meeting:

1.  Layton to provide Carswell with a copy of the relevant part of the Chapter Manual that details the policy on refund of dues. Dues refunds reviewed by Carswell and Layton. Only refunds due to clerical or arithmetic errors are to be made. Chapter Manual was last revised one year ago, now it was time for another review by Layton and Director Berry (new chair of Chapters and Clubs Committee). Layton confirmed it had gone to Berry, was working on it herself, awaiting response 3/27/07. Layton to suggest some changes, and discuss them with Black-Nixon and Skydell, then forward to Berry. 4/17/07 Layton working on this with Purvis, then send to Black-Nixon and Skydell 5/7/07. Berry sent Chapter Manual week of May 16th. No response as yet. Layton to send draft to Skydell and Black-Nixon for review 5/29/07. Berry to work on Manual and report. 6.19.07. Pending 6/29/07. No response from Berry, Layton to call Berry and report response to Excomm 7/10/07 Layton reported that Berry had responded, but that he had not reviewed the document. Berry responded with a few questions and noticed several typographical errors. Chapter Manual sent to Black-Nixon and Skydell containing proposed changes from Copeland. Skydell has reviewed, has no comments other than that changes should be decided by staff. Black-Nixon just received her copy, and will review. 8/8/07

New Business:

Agenda Item 2 – Operation of New SSF Bank Account

Ms. Layton confirmed and the Excomm approved that, at Chairman Carlson’s request, the only checkbook was to be held in Hobbs, and that the signatories on the account were any 2 of Ms. Layton, Gaynell Temple, Rhonda Copeland and Carlson.

Agenda Item 3 – Steve Hines YouTube DVD

Ms. Layton spoke to the paper which she had circulated prior to the meeting, which confirmed that Mr. Hines had the right to reproduce the DVD, and that reproductions with the SSA name etc. imprinted on the DVD, with sleeve cover, could be made for approximately $1.30 per copy on the basis of an order of 1,000. It was agreed that while copies might be distributed free of charge with information packages and the like sent out from Hobbs, copies would not be distributed free of charge to chapters and commercial operators. Ms. Layton undertook to obtain a written proposal from Mr. Hines; and Chair Black-Nixon undertook to solicit interest from the Growth and Promotion Committee to acquire copies of the DVD as part of its expense budgeted. Ms Layton undertook to report in more detail intended uses by the Hobbs office.

Agenda Item 4 – Albuquerque Convention 2008

Ms. Layton reported that Leo Benetti-Longhini had made significant progress identifying speakers and was discussing details of presentation subjects with them. Ms. Layton undertook to obtain a draft speaker list for the next meeting, which could be used for an initial advertisement in the October issue of Soaring magazine, which would go to press in the middle of August. An Albuquerque balloon event was taking place at the same time as the convention, and Ms. Layton shared her ideas on cross-marketing, and the possibility of the ballooning community being a source for a keynote speaker at the awards banquet. Ms. Layton undertook to develop and report further on her ideas.

Agenda Item 5 – NAA Representative on the Board of Directors

Chair Black-Nixon reported that she had had a discussion with Jonathan Gaffney, the new National Aeronautic Association President and Chief Executive Officer who had expressed his desire to improve relations between the NAA and SSA in the aftermath of the SSA’s failed petition to the FAI for associate membership. In terms of the agreement between the NAA and SSA and the SSA Bylaws, the former was entitled to have a representative (currently Ray Johnson) as a Director-at-Large on the SSA Board. Gaffney had indicated the NAA considered it appropriate that he be the NAA representative for 2008, and Chair Black-Nixon reported that she had so advised Director Northcraft, Chairman of the Nominating Committee. Gaffney had also indicated to Chair Black-Nixon an intent to attend the SSA’s fall Board meeting on September 29/30, 2007.

Agenda Item 6 – Election of Regional Directors

Further discussion (see the Minutes of the July 24, 2007 Excomm/EBPTF meeting) took place on possible action that could be taken to address the issue that no regional director nominations had been timely received in respect of positions to be filled on January 1, 2008 in Regions 1, 6 and 11. The Bylaws made no provision for dealing with unfilled position arising in this manner, which meant that, absent an appropriate Bylaw change, such positions would remain unfilled until January 1, 2011. It was generally agreed that better information and publicity about upcoming regional director positions, and the nomination and election process, needed to be disseminated, particularly in Soaring magazine. Thereafter, upon motion of Easton, seconded by Chair Black-Nixon and passed unanimously, it was resolved that the Excomm recommend to the Board of Directors, for consideration at its September 29/30, 2007 meeting, that the Board of Directors consider and, if thought fit, approve the following amendment to the Bylaws:-