Draft 11.20.2007
MINUTES OF A TELEPHONE MEETING OF THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF THE SOARING SOCIETY OF AMERICA, INC. held on Tuesday November 6, 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: Al Tyler, Emergency Business Plan Task Force Member; Denise Layton, Chief Administrative Officer and Soaring Magazine Editor; John Dezzutti, Director and SOARING Magazine Editor Search Task Force chair; 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 2004 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 October 16, 2007 Meeting
1. Dezzutti, on behalf of the SOARING Magazine editor search task force, to prepare an advertisement for full-time editor based on the Excomm approved job description and submit the draft to the Excomm for final approval. Received by Skydell and Layton for eNews and SOARING. Resolved 11/6/07
2. Dezzutti, on behalf of the search task force, with the assistance of Gary Buxton, to recommend a salary range for the full-time editor to the Excomm for approval. Editor salary range discussed. The Task Force felt it was best to wait to see what inquiries and resumes are submitted before deciding on a salary range. Pending 11/6/07
3. Layton to follow up with potential Ximango donor if no response. Layton left several messages, and then sent a letter, without reply as yet. Pending 11/6/07
4. Umphres to seek legal advice from a member who was a practicing attorney on copyright infringement arising from proposal for the web providing a link to YouTube soaring videos. Umphres spoke briefly with the member, and is waiting to hear back from him with an opinion. Pending 11/6/07
5. Skydell and Carswell to prepare the first draft of an article for Soaring magazine reporting discussion and decisions at the Fall Board meeting once the draft Board minutes for the Board meeting were available. Submitted, resolved 11/6/07
6. Black-Nixon, Umphres and Tyler to devise and present to the Excomm a draft proposal for job description, title and salary for the post of full-time Office Administrator. Umphres, representing the Administration Committee moved that Layton be given the title and authority of the Chief Administrative Officer of SSA. This was seconded and passed unanimously. A list of goals and objectives has been submitted by Layton, a job description needs to be submitted for everyone in the office, with a description of how their evaluation is to take place. Pending 11/6/07
7. Layton and Tyler to review the collectibility of overdue receivables, and to recommend how best to dispose of merchandise inventory which was identified as non-current. Layton plans a close-out sale for slowly moving merchandise to be advertised in the December 2007 SOARING, Richard Kellerman is planning on assisting with the issue of stale merchandise. Overdue receivables are being worked on by Layton. Much of this problem arises from the last convention, where there was confusion in how things were billed and credited. Layton continues to work this problem, as well as develop a policy that will prevent this problem in the future. Layton is also working on an SSA credit policy for vendors. Tyler to resend to Layton emails on credit policy and overdue receivables sent but not received. 11/6/07
8. Black-Nixon to invite Kellerman to join overdue accounts receivable and merchandise inventory review. See action item 7 above. Resolved 11/6/07
9. Easton to get the mounting of online registration for the Convention on the web complete before the end of the present week. Resolved 11/6/07
10. Layton to ensure that good records be kept of the upcoming convention arrangements so that the convention corporate memory was preserved. Resolved 11/6/07
11. Easton and Layton to make examination of alternatives to current e-mail server and proceed to make any necessary changes. This can now move forward, Easton to discuss further with Layton. 11/6/07
Action Items arising from the September 4 Excom/EBPTF meeting:
1. Layton, with the assistance of Carswell, to prepare the initial draft of the 2007-2008 Eagle Fund Campaign appeal, to be circulated to the Excomm in time for finalization at latest by its next meeting. Some initial ideas sent to Umphres and Carswell. Pending 9/28/07. Umphres wrote article, circulated for approval, and has been submitted for publication in the November issue. 10/10/07 Article has gone to press. 10/16/07 The plan is: Oct 19 – send letters to all Board members (Umphres to author, Black-Nixon to sign), soliciting donations. Oct 25-28 Layton to call all Directors to follow up and secure promises to donate. Nov 2 - send letters to those receiving HOF ballots (Easton to author). Nov 16 - second mailing to HOF Ballot receivers, and letters to the general membership (variation of Umphres’ first letter), noting that all Board members have pledged to donate. 10/16/07 Layton working on second HOF letter, all other letters have been sent or are ready to be sent. 11/6/07
2. Black-Nixon to propose to the next Excomm meeting specifics on how best to proceed with Conversion of Committees into Task Forces. Pending 11/6/07
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 asked all Vice Chairs to contact any as yet unresponsive committee chairman regarding his/her willingness to continue to serve as such, as well as his/her understanding of the exact composition of their committees, and what the plan for the committees are. Ongoing 11/6/07
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 transmitted to Excomm by email 4/10/07. 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 D.A. 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. to respond 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 9/28/07. Information has been sent by Umphres to SSA’s lawyer to be hand delivered by him to the D.A., encouraging DA action. No response from the D.A. 10/16/07. Umphres spoke with Gary Don Reagan last week, who spoke with DA, and reminded him of the situation. Umphres will call the DA directly and encourage action. 11/6/07
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, but now 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 sent 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 replied with a few questions, but that he had not reviewed the document. 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 Black-Nixon sent comments to Layton. Copeland and Layton presently working on this, and undertook to provide Excomm with a version for approval. Berry’s input received and incorporated. 8/21/07. Layton undertook to revise any discrepancies in language regarding SSA chapter membership initiation fees. 9/4/07 Berry has taken the manual to the C and C comm. for further comments. 9/28/07 C and C comm. members had no comments 10/24/07. Layton will have the new revision of the Manual out by year end. Resolved 11/6/07
New Business:
Agenda Item #2 Convention Update: Gaynell Temple traveled to Albuquerque recently and met with convention center and decorator staff. The decorator staff is to redraw the convention floor plan with floor columns in place (not included in the original floor plan). Layton reported that all exhibit hall display and booth space has been sold. She may be able to add two additional booths.
Agenda Item #3 Funding for SSA Display at Oshkosh, 2008: Treasurer Umphres requested and received a comprehensive history of funding for this event, focusing on the last 4 years. Further discussion centered upon how the SSA budget should be directly allocated for the Growth and Promotion (and other) committees. A basic question that was discussed was how can SSA best empower its volunteers? Umphres, as chair of the Finance Committee will hold further direct discussions with David Newill, chair of the Growth and Promotion Committee. It was agreed upon that committees should present a plan for use of funds, prior to there being any allocation made by the Finance Committee.
Agenda Item #4 Nomination of Bob Wander for a 2008 SSA Service Award: Carswell had recently learned that Mr. Wander would no longer be in charge of coordinating SSF Flight Instructor Revalidation Clinics, and asked Excomm to consider him for an SSA Exceptional Service award. While all members of Excomm felt Mr. Wander was absolutely deserving, it was felt the deadline for submission of awards to be given at the 2008 convention had passed. Layton undertook to place Mr. Wander’s nomination in the Awards file for the following year, and to be sure that it was presented to the Board for consideration at the Fall, 2008 meeting.
Agenda Item #5 Jane DePanfilis as a Potential SSA Consultant: Ms. DePanfilis had communicated with Carswell, offering her assistance in moving the SSA forward. After discussion, it was agreed that Carswell and Umphres would meet informally with Ms. DePanfilis in Dallas.
Agenda Item #6 SOARING Magazine Editor Task Force Report: Dezzutti mentioned that work of this task force was moving forward, and he requested funds not to exceed $1,500 to advertise for the position in several locations. It was moved, seconded and unanimously approved that funds not to exceed $1,500 be made available to the task force for this purpose.
Other Pertinent New Business:
IRS Penalties and Interest on Delinquent Federal Withholding Taxes: Treasurer Umphres announced that SSA had received word through its attorneys that the IRS had completely accepted SSA’s appeal letter regarding payment of any and all penalties arising from the delinquent payment of federal withholding taxes. The IRS will, however, require the SSA to pay interest due to the late filing and payment. This amount has yet to be determined. Until such time as the exact amount of interest due is known, Umphres felt no decision should be made at present time as to the source of the funds required to meet this interest indebtedness. All present expressed great relief, and felt that this news moved the SSA into a new era.
SSA Office Staffing: It was reported that Layton had hired Kathey Pope, to predominantly carry out an assistant accounting role in the office. She reported that Kathey was already hard at work. Umphres reported that he expected to see SSA’s third quarter financial report by the end of the week.
The meeting entered executive session at 21:27 CST.
The meeting emerged from executive session at 21:40 CST It was then moved, seconded and unanimously approved to accept the Administrative Committee’s recommendation regarding the salary of an SSA employee.
Next Meeting: It was agreed that the next meeting of the Excomm/EBPTF would take place at 20:00 CST on November 27, 2007
There being no further business, the meeting was adjourned at 21:31 CST
Action Items Arising from the November 6, 2007 meeting: