Draft 08.26.07

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 21, 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; Al Tyler, 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 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 August 7, 2007 Excomm/EBPTF Meeting:

  1. Layton to obtain a written proposal from Hines for his YouTube DVD.Hines working up a proposal 8/21/07.
  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 Growth and Promotion budget, as well as the total amount G and P has available in the current budget. 8/21/07.
  1. 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 was doing well with his efforts. Laytonto discuss some apparent redundancy of topics from prior years with the program chairman. 8/21/07.
  1. 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. Laytondelaying 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 8/21/07.

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. [See Agenda Item 2]. 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. 8/21/07.
  1. 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. Laytonto send copy of all current insurance binders to Carswell. 8/8/07. Carswell still needs these. Laytonpassed 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. 8/21/07.
  1. Laytonto check the math contained in the proposed Paid Time Off policy, and report back next meeting. Minor revision to numbers made. Laytonundertookto communicate with Tyler regarding further substantive and clarifying revisions required to the PTO policy. 8/8/07 Layton and Tyler to further revise the PTO policy 8/21/07.

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.

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 plans for each committee are. Ongoing 8/21/07.
  1. 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.
  1. Black-Nixon to get back to the Non-Convention Year Task Force with a request that it poll all SSAvendors, 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.

Action Items arising from June 19, 2007 Excomm/EBPTF 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 to have this completed by the time of the September 2007 board meeting. 8/8/07 Carswell to have a draft to Umphres to review within 10 days. 8/21/07.

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

  1. Eastonto 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. Eastonhas 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 the program would be kept and closely evaluated, and the Excomm reserved the right to alter this decision. Eastonundertook to inform Garner of this decision. 7/24/07 Donors will 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.Easton has completed work required to allow online payment of contributions. The solicitation of contributions is the entire responsibility of Garner. Black-Nixon to contact Garner in this regard, to assess and report his progress. 8/21/07.

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 8/21/07.

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.Laytonreported 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 Laytonpresently working on this, and undertook to provide Excomm with a version for approval.Berry’s input still awaited; Black-Nixon to ascertain Berry’s progress and report. 8/21/07.

New Business:

Agenda Item 2 – Executive Director Search Task Force Qualifications

The meeting reviewed the paper (attached at the end of these minutes) setting out proposed qualifications for members of the search task force and, after discussion, agreed that these should be used as guidelines for selection of task force members.

Agenda Item 3 - Next Meeting

It was confirmed that the next meeting of the Excomm/EBPTF would take place on Tuesday September 4, 2007 at 2000 CDT. Skydell undertook to circulate a draft agenda and send out an updated Action Item List.

There being no further business, the meeting was adjourned at 2113 CDT.

Action Items Arising from Meeting

1.Skydell to circulate a draft agenda and send out an updated Action Item List for next meeting.

Task Force Member Qualifications

  1. Detailed knowledge of responsibilities of and functions carried out by Hobbs office.
  1. Detailed knowledge of structure and actual methods of operation of (a) SSA Board of Directors and (b) Excomm.
  1. Appropriate business experience, for example, in executive management; human resources; to permit detailed evaluation of Executive Director candidates.
  1. Held in high standing and confidence by Board of Directors so that reliance will be placed on Task Force recommended candidates.

7ssa71a