Board of Directors Meeting

Minutes of BOD Meeting 3-30-02

Respectfully submitted by John Schnelbach FTR Secretary

Call to order at 10:00AM, at Sarasota Holiday Inn, by Chairman Enyart.

Secretary handed out an Agenda with 7 discussion items, and 11 proposals for consideration

Roll Call listed 16 members of the BOD as present. In addition there were 26 members of FTR also present.

BOD Members in attendance: Terry Enyart, Jenni Lamb, John Schnelbach, Cheryl Horn, Randy Faul, Ryan Crist. Tiffany St. John, Tony Guadagno, Tommy Neal, Bob Brown, Cary Hunt, Ricky Wheeler, Lee Daley, Bob Riedel, Joe Moulton, Frank Campbell.

New Area Representatives were introduced.

Chairman Enyart announced he has appointed Jose Rodriguez, an Attorney and FTR Member, to become involved in the Land Use Program. He then introduced Mr. Rodriguez to the BOD.

Mr. Rodriguez stated he had been asked, by President Enyart, to investigate whether the Benefit Hare Scramble at the Rodman Plantation had been as profitable for the FTR as he expected it to be. Mr. Rodriguez produced documentation, which he discussed with Azalea representatives, regarding the amounts originally agreed upon as the FTR costs, and the amounts the landowners and the Azalea MC each realized. A disagreement in the interpretation of the terms was the main point of discussion. A specific conclusion could not be reached to settle the questions raised. This matter will be re-addressed at another time.

The Minutes from the Banquet meeting were approved as published, it was unanimously agreed that a reading was not necessary.

The Treasurers Report was passed out and explained by the Business Mgr., Dan George. It was approved unanimously after a question and answer session.

Land use Chairman, Jack Terrell, passed out an informational bulletin on House Bill 1681 which has been approved and is going to the Governor for his signature. Jack reported that this is not as all encompassing as the Green Sticker program would have been but it is a foot in the right door. This information needs quick responses from all of our members so it will be posted on the web site. Jack and Gary Wyatt also met with the St. Johns Water Mgt. People to try to obtain additional sites for more events. These efforts were applauded by those present.

H.S. Chairman, Randy Faul, reported on the possibility of having classes set up to instruct on the operation of the electronic scoring system. Randy introduced Karen Jernberg who advised the BOD on the newest system being developed specifically for the precise uniqueness of our FTR scoring needs. Scoring and sign up will be possible simultaneously, and the software and equipment will be fully upgradeable. A long discussion followed on the best way to raise the $16,000 needed for this project. A possible benefit type "system shakedown" race will be considered.

A motion to increase the yearly FTR dues to provide funding for equipment did not pass.

Rep. Lee Daley made a motion to amend Chapter 3, H-4 to allow FTR to collect from the promoting Club, an additional $1.00 for each H.S. rider and to place it in a fund designated specifically for purchase and upkeep of electronic scoring equipment. This will increase the sanctioning H.S.Clubs per rider payment to FTR by $1.00, for a total of $6.00. The motion was approved with a 13 to 3 vote. This is immediate, the separate account will be set up.

Rep. Bob Brown motioned to have FTR purchase this equipment, with an allowance of $16,500 approved, by the BOD. Motion passed unanimously. SADRA graciously offered to support this, if FTR funds are unavailable, with a short term loan. Now that's involvement!

Under unfinished business the BOD agreed there should be an Executive Committee Meeting scheduled to vote on the Clubs in accordance with the Recognized Club rule. Although out of agenda sequence it was agreed to also discuss the future of this rule beyond the current year. A lengthy spirited exchange of ideas by BOD and the audience resulted in a motion by Rep. Tommy Neal to remove the Recognized Club Rule. A vote of 12 to 4 passed this motion. This item will be voted on by the General Membership at the Annual Banquet Meeting. At this time Rep. Tony Guadagno and member Gary Wyatt withdrew each of their proposals which also pertained to this particular matter.

A discussion regarding the Presidents February directives, requesting all correspondence be sent only by U.S. Mail, to his attention, and subsequent Officials/Reps. inquiries concerning the use of e-mail resulted in the BOD unanimously agreeing that e-mail is acceptable as a form of communication within the FTR

Rep. Tony Guadagno submitted a proposal as follows:
for consideration and vote by general membership: Chapter I, Article XV, 1. Competition Committees, B. Members, 5. Promoting Club Representatives - As currently written: 5. Promoting Club Representatives, appointed by club (One representative from each club granted a sanction for the year in question.)

Changed to: 5. Promoting Club Representatives, appointed by club and communicated in writing to the committee chairman by an officer of that club (One representative from each club granted a sanction for the year in question.)

It will be each Clubs responsibility to appoint and maintain an official Rep. and alternates. Failure to do so will result in no representation when roll call is made at a Comp. Comm. meeting. Vote of 11 to 5 passed.

A Proposal by Gary Wyatt to change the Duties of the FTR Secretary, was vigorously discussed. It was stated this proposal was the direct result of the apparent confusion regarding the range of duties normally directed and fulfilled by this position. Comm. Member Ryan Crist motioned for a vote. A vote of 4 to 10 with 2 abstains, stopped this Proposal. The ensuing discussion recognized the need for total communication between the Bus. Mgr., and all Exec. Comm. Members. It was further agreed that the BOD recognized Roberts Rules and normal Corporate operational practices, in addition to the FTR Rulebook, as the specific guidelines for the FTR Secretary.

Gary Wyatt presented a Proposal changing the manner in which Comp. Committee Chairmen are determined. His Proposal suggested a yearly election of the Chairman by the members of each pertinent Committee, for the next season. There followed a discussion with many suggestions of modifications, and recapping of past FTR history and logic regarding the original method of selection. Proposal defeated by a 3 to 12 vote.

Rep. Lee Daley presented his Proposal regarding quorum requirements as follows:
PROPOSED AMENDMENT TO FTR CONSTITUTION
Article X, page 4
After "Robert's Rules of Order shall govern all meetings." Add: The quorum required for all Executive Committee meetings shall be three-quarters of the members, for all other committees and Board of Directors meetings the quorum required shall be two-thirds of the members. The General Membership meeting quorum requirement shall be one hundredth of all active FTR members.

Discussion:
To quote from Article VIII, Section 45, of The Modern Edition of Robert's Rules of Order, the Original 1876 Edition by Major Henry M. Robert completely revised by Darwin Patnode, Ph.D.: "Quorum. A quorum is the minimum number of members who must be present at a meeting for the transaction of business. Unless there is a rule to the contrary, a quorum is the majority of the members. It is usual, however, to adopt a much smaller number, the quorum often being less than one-twentieth of the members. An organization's quorum for meetings must be set in its bylaws, preferably as a fraction or a percentage rather than an absolute number.

"While a quorum is competent to transact business, it is usually not prudent to transact important business unless there is good attendance at the meeting."

It has been "tradition" at FTR business meetings to require a two-thirds quorum, however this is not required anywhere in the rulebook and as stated in Robert's Rules above, a majority is all that is presently required. This amendment merely adds what we have been doing to the rulebook.

There is an exception made for the Executive Committee meeting. This is because under the present system only four,or with two-thirds requirement, only five of the seven members are required to be present. This would allow any decision requiring a majority of the members present to be passed by only three people. The decisions made by this committee affect 2500 or so members of FTR, and should be agreed on by at least four of the Executive Committee members. The three-quarters quorum requirement ensures that six members will be present at any meeting, and four would be required for a majority.

The exception made for the general membership meeting is somewhat self-explanatory. The present ~2500 members would require at least 25 for a general membership meeting.

After a discussion session regarding the computation of the quorum requirements a vote of 13 to 3 passed the Proposal. It will go to the General Membership for vote at the Banquet.

Rep. Lee Daley presented another Proposal for consideration, it reads as follows:
PROPOSED AMENDMENT TO FTR CONSTITUTION
Article IX, page 3, para. 1:
All elective offices shall be filled at an annual election to be held not later than November of each year. The President, Vice President, Secretary and Treasurer shall hold their offices for two years. (The two year terms will begin with President and Secretary in 1999 and Vice President and Treasurer in 2000.) All other elected positions shall hold their offices for one year. All new terms will commence January 1 following the election. Impeachment can only be accomplished by a two-thirds majority secret ballot vote of the General Membership by mail and will be called for by a three-quarters majority secret ballot vote of the Board of Directors.

Change to:
All elective offices shall be filled at an annual election to be held not later than November of each year and all officers shall hold their offices for one year commencing January 1 following the election. Impeachment can only be accomplished by a two-thirds majority secret ballot vote of the General Membership by mail and will be called for by a three-quarters majority secret ballot vote of the Board of Directors.

Article IX, page 3, para. 3, last sentence:
An Election Committee member must not be a candidate for elective office.

Add:
An Election Committee member must be an FTR member in good standing and must not be a candidate for elective office.

Discussion:

The two year terms have some drawbacks. This rule change reverts back to one year terms with the exact wording used in the 1998 rulebook. The requirement for Election Committee members to be FTR members has been added.

o One year terms would encourage more first time candidates.

o One year terms give the general membership an opportunity to provide a vote of confidence on an annual basis.

o The rule as it stands defeats the intent that the Vice President is in training for President - there is no way for a smooth transition.

Rep. Daleys proposal drew mixed reactions with the BOD. Several members agreed with the idea that Pres. is the next logical step for the V.P., however by staggering the terms of election a continuity remains in place that might be lost if all 4 Executives were replaced at one time. The final decision was to leave the selection to the members wishes at election time. A close vote on a motion by Jenni Lamb V.P. resulted in 8 for, 7 against, and one abstained. This Proposal will be on the Banquet agenda for final vote by the Membership.

Rep. Guadagno presented a Proposal modifying the methods now used when presenting agenda items, discussion items, and Proposals for consideration. A discussion and recapping of the accepted practices in other Corporations clarified our intent to have all such items directed to the FTR Secretary. All items will be addressed as prescribed in the Rulebook. With this understanding and acceptance Rep. Guadagno withdrew the Proposal. No motion was made.

Discussion items requesting bid out of Business Manager position and duties was next on the Agenda. Dan George passed out a 5 page synopsis of his current obligations which he had compiled on 3-29-02. This discussion became one of varying strong opinions and emotions.

It was generally agreed that a good job is being performed by the Mgr., however the informational chain of command needs to be increased to allow all those in a position of responsibility to be aware of all matters pertinent to the FTR. A BOD vote of confidence was given to Dan for his involvement. No motions were made in this regard.

Rep Daley led a discussion on returning the Family Membership to FTR. All agreed it was a good idea, but the past abuses and future potential for abuse outweighed the benefits to the members. This may be considered again when the new sign up system is in force, as it may present ways to counteract abuses. All agreed if this membership were returned to FTR any violators would be thrown out of FTR. More to follow.

The BOD unanimously appointed Mike Preslar as the Election Committee Chairman. Mikes first responsibility will be to ensure the Comp. Comms. Get their appointees in quickly.

A discussion was held on an Agenda request to clarify eligibility of "class" representatives currently on the Enduro Committee. Rep. Daley recapped the current status of three of those in question, and pointed out they are all "specialty" riders, which is in conflict with the Rulebook. Jack Terrell acknowledged that the original intent of the "class" designation did not allow any representation from any class other than the one in which you rode and were scored. General agreement was this is and was the intent and the Rule is clear. All present agreed this will not be allowed as a "mistake" in the future. No action was suggested regarding the current representatives replacement at this time. A suggestion was made for the Enduro Committee to re-address this. Many members voiced their opinions and concerns .

V.P. Jenni Lamb presented a Proposal addressing inconsistencies in the current "representative" situation. In order to present a more equitable representation of the cross sections of each riders group she had done a number crunching to provide a new breakdown. This proposal reads as follows:

PROPOSED RULE CHANGE - Competition Committees
Chapter 1 - Constitution of the Florida Trail Riders, Article XIV, 1, B, 4
The rule currently reads as follows:
4. Rider Representatives appointed by Executive Committee
a. A Division
b. B Division
c. C Division
d. Senior Division
e. Women Division
f. Saturday Hare Scrambles

Proposed Change:
4. Rider Representatives appointed by Executive Committee. The representative shall race in the division they represent.
a. A Division (displacement classes only) -- includes AA
b. B Division (displacement classes only)
c. C Division (displacement classes only)
d. Specialty A Division
e. Specialty B* Division
f. Specialty C Division
g. Saturday Hare Scrambles Division
h. Quad Hare Scrambles Division
* Specialty B* shall include Golden Masters and Women in Enduros and Golden Masters in Hare Scrambles

The reasoning behind this change is to provide equal representation. I have attached a breakdown of the Hare Scrambles and Enduro average rider numbers. The average rider numbers was provided on the website. For enduros, I also calculated this year's average number of riders based off of the scores posted for the Tallahassee and Croom Enduros. As is shown in the supporting documents, the Specialty Division does not received adequate representation in Enduros. In Hare Scrambles, the Specialty and Saturday Divisions do not receive adequate representation.

This rule change will allow each rider representative to represent 11% to 22% of the enduro riders. Presently a rider rep can represent 1% to 57% of the total enduro riders as the rule currently stands. With this rule change there will only be an 11% difference in the number of riders a rep represents opposed to a 56% difference.

In Hare Scrambles, a rider rep will represent 6% to 14% of the riders (not including the minis and peewees). This is compared to a rider rep representing 2% to 35% of the total hare scrambles riders. With this rule change there will only be an 8% difference in the number of riders a rep represents opposed to a 33% difference.

A lengthy discussion resulted with audience participation in addition to the BOD. Treas. Cheryl Horne made a motion to accept it, as written, for publication and vote by the Membership at the Banquet. The vote was unanimously in favor. This proposal will be voted on at the Banquet Meeting. (Note: I have not included the supporting number crunching to save space.)

A Proposal submitted by member Buddy Gaillard was read. He was suggesting certain requirements for elected officials, one of which was 3 continuous years of membership. This did not pass.

Chairman Enyart passed out an e-mail dated 8-20-2002 which was addressed to the members of the Executive Committee. This was to be the agreement for the land use for the FTR Benefit H.S. at the Rodman Plantation. This was further information regarding the discussion at the beginning of the Meeting. A description of the land, the proposed arrangements, and a reference to the approval of the H.S. Comm. were noted in this e-mail. BOD and member comments followed regarding the usual methods of obtaining land for the Benefit races. Jack Terrell, the Trail Boss for Benefits, presented some other points of information regarding land availability and the success of the Benefit race meeting its' expectations. The parties primarily involved in this issue were no longer present.

Chairman Enyart concluded the meeting at 7:00 PM.