Draft 10.05.07

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

held on Tuesday September 4, 2007.

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

In the Chair: Black-Nixon

Apologies: Al Tyler, Emergency Business Plan Task Force Member

Attending: Dean Carswell, Secretary and Emergency Business Plan Task Force Member; Denise Layton, Office Administrator and Soaring Magazine Editor; Judy Blalack, Accounting Manager; 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 2001 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 August 7, 2007 Excomm/EBPTF Meeting:

1.  Chair Black-Nixon to solicit interest from the Growth and Promotion Committee to acquire copies of the Hines YouTube DVD as part of its budgeted expense. Newill is considering this. Layton to notify Newill of the per-disc charge that will be charged against the G and P budget, as well as the total amount G and P has available in the current budget. 8/21/07. Layton sent an email to Newill two weeks ago, without response. Layton undertook to submit a proposal for use of funds from this budgetary line item. 9/4/07

2.  Layton to obtain a draft Albuquerque Convention speaker list from Leo Benetti-Longhini for the next meeting [August 21, 2007], 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. The preliminary speaker list was reviewed by the Committee, which felt the program chairman (Leo Benetti-Longhini) was doing well with his efforts. Layton to discuss some apparent redundancy of topics from prior years with the program chairman who will make further adjustments to the speaker list. 9/4/07

3.  Layton to develop and report further on her ideas on cross-marketing, and the possibility of the ballooning community being a source for a keynote speaker at the awards banquet at the 2008 Albuquerque convention. The program chair has a potential keynote speaker he is approaching. Layton delaying for one more week on approaching a balloonist as an Awards Banquet speaker. It was made clear that, above all other factors, an entertaining dinner speaker is required. The program chairman’s first potential speaker was unable to speak another potential speaker was being approached. 9/4/07.

Action Items Arising from July 24, 2007 Excomm/EBPTF Meeting:

1.  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 and ability to serve will be assessed between now and the next meeting. 8/8/07. Carswell presented a set list of qualifications for service on the committee. Excomm, not the committee, to decide what qualities a new ED must have. Pixton to forward to Excomm and Carswell the FRTF’s latest version of an ED job description. Carswell to review this job description, incorporate some of the items discussed during the meeting, and submit a unified document at the next meeting. All Excomm members to send their thoughts to Carswell regarding the composition of the committee (which would be formed as a task force). Excomm reviewed the unified paper submitted by Carswell. Criteria for serving on the task force were agreed and potential members were discussed. These included Sterling Starr, Doug Easton, Phil Umphres, Jim Kellett, and John Dezzutti, as well as possibly Mike Koerner (from whom no response had yet been received). The Excomm approved in principle the appointment of the Executive Director Task Force comprising the above SSA members (including Koerner, if willing) to identify and recommend to the Excomm a short list of suitable candidates to fill the job description set out in the unified paper, which was also approved, as was the tentative salary proposed by Umphres. Carswell undertook to notify the SSA Board of Directors of the details included in the unified document, and request that any comments be given to the Excomm by its September 28th meeting so that any needed changes might be considered by the Excomm in recommending to the Board of Directors approval of the task force at its September 29-30 meeting. It was noted that the expectation of the Excomm was that the tentative task force would, in the meantime, formulate a plan as how to fulfill its object, which would be implemented as soon as the Board had given its approval. 9/4/07.

2.  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 on buying piecemeal additional coverage is pending further input from Tyler. Layton to send copy of all current insurance binders to Carswell. 8/8/07. Carswell still needs these. Layton passed on Excomm’s comments from the last meeting to Tyler regarding insurance. Tyler has contacted Federated Insurance in an attempt to secure an umbrella policy, which we now lack. Tyler undertook to investigate the rating of the insurance company concerned. Tyler also to report on a further discussion with Costello he will have. Costello reported that he could be of no help. Media liability, and the fact that we do not have this coverage was discussed, which had a very high cost ($3-$4K) for rather limited exposure. It was agreed that the SSA would not obtain this coverage. Professional negligence liability coverage was lacking, but this was not available. Final approval of general liability coverage would await further input from Tyler. Carswell undertook to review the current publication disclaimer that appears in Soaring Magazine. 9/4/07

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. A translated contract had been distributed. Layton to provide Excomm with details regarding how many copies of Cross Country Soaring have been sold and what was owed to the owning the license rights in Germany.8/21/07 Layton reports that we owe over $4,669.75. Layton undertook to make this payment. 9/4/07 Resolved 9/4/07

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 9/4/07.

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 reflects the current position and policies prior to resubmission to the Excomm. In process. 7/10/07. The Handbook should be based on actual SSA polices. Carswell making progress. 7/24/07. Layton undertook to send Carswell another clean copy for further work. 8/8/07. Sent; Carswell has worked on the draft and returned it to Layton for final review. 8/17/07 Layton and Blalack reviewing Carswell’s revision. The revised PTO policy will need to be incorporated in the Employee Handbook. 8/21/07. Layton and Blalack have reviewed the handbook, the newly approved PTO policy will be added, Carswell undertook to have the handbook reviewed by SSA’s attorney, and Excomm will review the final version thereafter, for final approval. It will then go in the next Board Blue Book for Board approval. 9/4/07

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.” He was again requested to do so by Black-Nixon. 8/06/07 No response as yet from McLaughlin 8/21/07. The questionnaire went out to all venders on Aug. 28th. 9/4/07

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 9/4/07.

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

New Business:

Agenda Item 2 – Nominating Committee

Chair Black-Nixon reported that she had had a recent discussion with Director Northcraft, who had made preliminary enquiries of suitable candidates for the Officers and Directors-at-Large positions for the calendar year 2008, to be elected at the Fall Board Meeting on September 29-30, 2007. Northcraft was comfortable being a committee of one. Accordingly, upon motion of Sorenson, seconded by Umphres, it was unanimously resolved that Northcraft be appointed to chair the Nominating Committee to recommend to the Board of Directors a slate of Officers and Directors-at-Large for the 2008 calendar year, the committee to be automatically dissolved upon completion of the delivery of its report to the meeting of the Board of Directors to be held on September 29-30, 2007. Chair Black-Nixon also reported that she had received communications from the membership that indicated that the details of this process were not well known or understood, and she undertook to draft an article for Soaring Magazine, for publication shortly prior to the start of the nomination process in 2008, explaining the process.

Agenda Item 3 – 2007-2008 Eagle Fund Campaign

The Excomm discussed the need for, and thrust of, a campaign for 2007-2008, starting with an appeal in the November 2007 issue of Soaring Magazine. Ms. Layton, with the assistance of Carswell, undertook to prepare the initial draft of the appeal, to be circulated to the Excomm in time for finalization at latest by its next meeting. Chair Black-Nixon reported that the National Soaring Museum (NSM), which administered the Hall of Fame, wished this year to itself be responsible for sending out ballots to the qualified Hall of Fame electors (the SSA Life and 15-year members), which were due to be sent out after the September 29-30 SSA Board of Directors Meeting, and include a fund raising appeal for the NSM. It was noted that in recent years the balloting process had been done by the SSA in conjunction with the Eagle Fund mailing solicitation. It was also highlighted that despite the NSM’s function as being responsible for maintaining records of Hall of Fame members, and recognizing them in the Museum, it was the SSA’s, not the NSM’s institution; and discussion took place upon the appropriateness of the NSM’s proposal in particular with regard to the Eagle Fund campaign; thereafter further discussion was deferred until the next Excomm meeting.