(NOTE: Minutes presented here are paraphrased summaries of discussions and comments of meeting participants. Only statements with quotation marks represent exact quotes. Content and phrasing of the Minutes is subject to final approval by the board of directors.)
Board members present:
Ryan Gallagher
Wendell Goodwin
Eric Hadder
Tom Paradis
Jerry Snow
Meeting was called to order at 8:00pm, Tuesday, Feb. 5, 2002.
1) Opening Statements
Paradis explained to the Board the need for generating a distinct structure
and set of procedures for the club that will solidify club policy, philosophies,
and the efficient operation of the club by current and future board members.
While the revision of the bylaws in October, 2000 and its accompanying
operating rules were an excellent start to this end, much still needs to
be done. Paradis further stated that, while the club has operated
fine in the past, the club membership is steadily growing, and the budget
is likely to increase. The reliable operation of club affairs, then,
requires a detailed and understandable structure of guidelines not just
for the club officers/board members, but for the club members as a whole.
Finally, Paradis made it clear that such a structure is not designed to
change current club philosophies, but instead to solidify current club
philosophies in place in a legally binding way. Such philosophies
include the ability of club members to operate their own trains on the
layout with little control. Right now, it seems to Paradis that the
current club membership generally enjoys how the club is operated and has
been operated in the past, with regard to its relative policy of “openness”
and “family culture”. Paradis noted that he himself was thrilled
when attending club meetings for the first time, because then-President
Joe Cluck and other club members were easygoing and interested in keeping
the atmosphere relatively informal and open to family members as well.
None of this will change but instead will be solidified into an evolving
structure of guidelines for long-term club stability, guidance, and growth.
2) Election of Officers
Paradis welcomed Goodwin and Gallagher to the Board of Directors.
According to the Bylaws, the board is required to vote for officers at
a board meeting directly following the annual meeting. Paradis asked
to hear a motion to elect Snow as treasurer, Gallagher as secretary, Goodwin
as trainmaster, Hadder as vice president, and Paradis as president.
Motion was made and seconded. The vote was unanimous in favor.
3) Schedule for
Board Member Re-election.
Paradis noted that the club will need to keep excellent record of which
board members will be up for election during which year. Thus, a
system is needed to determine a standard election schedule for board members.
Paradis reminded board members that board member terms are two years as
stated in the bylaws and officers are elected by the newly elected board
each year following the annual meeting. There are no term limits
for board members. Officers, however, are not allowed to occupy the
same officer position for more than four years. Hadder asked for
clarification regarding the election of officers. Paradis replied
that after the board is elected, the board elects officers, and the full
slate of officers is voted in every year, even if they remain in the same
officer positions. Further, even if board members remain the same
from one year to the next, the board can legally swap officer positions
so that each board member will hold a new officer position. The 4-year
term limit for officers was placed in the bylaws as an attempt to prevent
“burn-out”. After four years, for example, the president must either
step down from the board or be elected to a different officer position
for at least one year.
Paradis suggested a system of “slots,” whereby each board member position
is designated as slot 1, slot 2, and so forth. Each elected board
member will “occupy” one slot. Slots 1 and 2 will serve 1-year terms,
to be up for re-election in January, 2003. Slots 3, 4, and 5 will
be up for re-election in the normal two-year cycle, in January, 2004.
This, way, at least two board members will be voted for by the club each
year. Election of board members will therefore be staggered from
this point on, with the normal 2-year terms in effect for slots 1 and 2
after 2003. Following some discussion, the board agreed unanimously
to this system. Paradis asked for volunteers for slots 1-5.
The following slots were filled by the following board members:
Slot 1: Jerry Snow.
Up for re-election in January, 2003.
Slot 2: Eric Hadder.
Up for re-election in January, 2003.
Slot 3: Ryan Gallagher.
Up for re-election in January, 2004.
Slot 4: Wendell Goodwin.
Up for re-election in January, 2004.
Slot 5: Tom Paradis.
Up for re-election in January, 2004.
4) Duties of Officers.
Paradis reminded the other board members that their officer duties are
spelled out clearly in the bylaws. Gallagher agreed to record the
minutes of meetings by tape recording so that he could participate more
fully in meetings without worrying about taking detailed notes. The
minutes will be posted a week later at the club facility. Paradis
will take the minutes for this meeting to provide an example format for
Ryan Gallagher. Gallagher agreed to tape record future meetings,
write the minutes and post them at the club. Paradis asked the board
if they had anything against placing the minutes of this and future board
meetings on the club web site, and all thought this was a good idea.
Thus, minutes will be placed both at the club facility and on the club
web site as soon as possible following each board meeting.
Snow mentioned that he had recently met with the former treasurer, Curtis
Deibel, to exchange materials related to the club treasury and its records.
Snow has not had time yet to look through these materials in detail, but
will do so and report back to the board at the next meeting. Snow
mentioned that the board will have to take care of new signatures for purposes
of signing checks. He explained that at least two people have to
sign any checks written from the club account. Hadder further mentioned
that if we wanted to, we could have all five board members be official
signers on the account, and that currently only Curtis Deibel and himself
were allowed to sign on the account. Hadder commented that it would
be much better to have more than two signers on the account. The
others agreed.
Paradis mentioned the need to continue creating membership cards for all
members. Goodwin showed the board his own membership card, and the
board agreed to continue this system with few if any changes.
5) Annual Club Schedule
and Meetings
Paradis distributed a document to all board members that he created, entitled
“Proposed Annual Club Schedule”. Paradis commented that the need
for an organized and predictable annual schedule is critical, and he asked
the board to consider this carefully at this time. While the “fifth
Tuesday” board meetings have served their purposes in the past, one of
the central ideas within this proposed schedule is to abandon this system
in favor of standardizing the annual board meeting schedule. This
way, all would know which months would include a board meeting without
being concerned about fifth Tuesdays. With a standardized board schedule,
all other items may be scheduled predictably around these meetings.
Further, the board will no longer schedule events for weekly club meetings
on a monthly basis, but on a “board meeting cycle,” whereby the entire
weekly schedule will be created for all weeks up until the next board meeting.
Weekly schedules will be created at each regular board meeting so that
club members may volunteer input into the weekly schedule, the only exception
being the weekly schedule to be created later in this meeting. The
new system of scheduling was spelled out in detail on the aforementioned
document. Paradis reviewed the document in detail with the board,
and the board discussed possible alterations to the proposed annual schedule.
Following some minor revisions, the entire board agreed to the proposed
annual schedule with one exception, the exception being the schedule for
submitting project proposals. This item would be discussed at length
later in this meeting, and the new annual schedule would reflect any new
decision regarding project proposals.
6) New Membership Issues
Paradis distributed to the board a proposed membership application form
for the club, to update the older one still in use. Snow produced
an old (current) application form for purposes of comparison. While
the current form works well, Hadder and Snow commented that the form was
a bit “intimidating” in some ways. Following some discussion, Paradis
agreed to modify the proposed form to include suggestions of the other
board members, and to pass it around the club for further input.
Another issue, according to Paradis, involved membership dues. Paradis
wasn’t sure how the payment of dues was handled in the past, but it made
sense to put a policy in place to allow the “pro-rating” of dues for new
members who join the club sometime during the fiscal year. Thus,
as an example, Jim Shay, who was voted in at the annual meeting in January,
would be responsible for paying only for the months of February through
October, the end of the current fiscal year. The board agreed unanimously
to this system.
Goodwin brought up the issue of the payment of quarterly dues. Paradis
suggested that the option of paying quarterly dues would be eliminated
for efficiency purposes. Hadder reminded the board, however, that
several members enjoy paying quarterly dues, and perhaps we should keep
that option. Thus, Paradis opened up the issue for further discussion.
After some discussion and working out some hypothetical mathematical examples,
it was determined by the board that it was indeed possible to keep accurate
track of who was paying dues and under which system. The schedule
for payment of quarterly dues would be added to the annual schedule.
Hadder questioned the ability of someone who begins to pay quarterly, and
later in the year decides to shift to the annual dues cycle. It was
decided that anyone could pay their full dues at any time, and convert
from one system to the next. Should this happen, the remaining dues
owed would be pro-rated as discussed above for the remainder of the fiscal
year. Snow agreed that this system would work ok and that he could
handle the record keeping sufficiently.
7) Project Proposals for
Layout Alterations
Paradis distributed a document to the board entitled “Guide to Writing
Proposals for Layout Improvements”. Paradis asked that he read through
the proposal with the board, and then the board could openly discuss the
document. Paradis mentioned the importance of creating a careful
and detailed system for distributing club funds for project proposals,
especially now that the club funds have been growing steadily each year
and are likely to continue doing so. A set of rules, regulations,
and expectations needs to be in place so that all project proposals are
treated fairly and efficiently. The proposed document further provides
guidelines for the writing of proposals, so that any club member can create
an acceptable proposal with the required information. Paradis further
commented that his idea for these proposal guidelines had come from several
discussions with various club members in the recent past about doing certain
projects on the layout. Club members were generally confused about
what a project proposal entailed and how they should be written.
It became even more evident, thus, that a standard system for creating
and reviewing proposals would be necessary.
A critical aspect of the new system for funding proposals, explained Paradis,
would be a strict, annual cycle of payment for projects. Basically,
when funds for a project are awarded, the funds must be used during the
same fiscal year for which they were awarded. If funds are not used
by the end of the fiscal year, that money remains in the club treasury
and becomes part of the budget for the following year. A new proposal
must be re-submitted in the next fiscal year if the project is to continue.
This stipulation prevents stalled projects from years prior to claim funds
from a current fiscal year’s budget. Decent budget planning cannot
take place with numerous projects still seeking funds years later if and
when they happen to be completed. Goodwin agreed, adding that multi-year
projects could be proposed, but only one year’s worth of funding would
be granted at a time. All board members agreed to this stipulation,
and Paradis continued to explain the proposed process for submitting proposals.
During discussion, Hadder explained that a written proposal might not necessarily
stipulate how long the project will take, since timeframe is unpredictable
sometimes for certain club members and their projects. For instance,
the N-scale has been a project requiring four or more years thus far, still
with no project completion date in mind. Thus, it should be ok for
projects to take time, but it should be clear that only one year’s worth
of funding will be awarded at a time. Whatever is not completed by
the end of the fiscal year will require a re-submission of the proposal
for the remainder of the project. The entire board agreed.
Further, any outstanding projects that have been approved in the past will
require a submission of a proposal for any disbursement of funds during
the current fiscal year.
Goodwin further suggested that any projects that take place must not disrupt
the operation of trains during the fair. The layout must be fully
functional at the time of fair, even if a project is not completed at that
time. This stipulation needs to be placed within the proposal guidelines.
The entire board agreed.
The next item for discussion was the timeframe, or annual schedule, for
proposal submissions and disbursement of funds. Paradis’ suggestion
was stated in the proposed annual schedule, including a deadline for proposal
submissions at the end of January (annual meeting) and an initial review
of proposals by the Board of Directors in February. Goodwin and Hadder
volunteered other suggestions that would significantly move up the dates
for proposal submissions, evaluation, and final approval. Hadder
suggested a final approval date for proposals of no later than the last
week of October, the last week of the fiscal year. Paradis asked
if this would allow enough time for club members to generate projects and
proposals before that time. Hadder replied that it would, given that
the club has traditionally followed a similar schedule – albeit unwritten
– in the past. Goodwin agreed to Hadder’s suggestion for early proposal
submission and approval. Goodwin further explained that the County
Fair is a good time for club members to think of projects. Snow mentioned
that this early schedule would not give the treasurer much time, if any,
to create a projected budget for the following fiscal year. Paradis
agreed with Snow, stating that it would be difficult to decide funding
on proposals without having solid information about the next budget until
after the end of October. Hadder replied that we should still have
an excellent idea of our budget situation just after fair, given that we’ll
know how many add cars were sold and roughly how many club members will
be paying dues at the end of October. Goodwin mentioned that we could
also rank and prioritize the proposals so that the highest ranked projects
will be most likely for funding, even if we don’t know the amount of funding
available until a later date. Given these arguments and further discussion,
the following schedule for proposals was recommended by the board at this
time:
Proposals
due: Last Tuesday of September.
Board
of Directors Special Meeting: first Tuesday of October.
Board
posts the approved project proposals at the club facility after Special
Meeting.
Regular
board meeting at club facility: first Tuesday of December. Club votes
on
projects initially approved by the board.
Paradis agreed to revise the proposed annual schedule to reflect the above changes.
8) Board of Directors
Special Meetings
Hadder asked the board to clarify if special meetings would be open to
the rest of the club for those who wish to sit in and listen and/or participate.
Hadder expressed concern about stepping on toes and possibly being viewed
as making decisions behind the backs of other club members. Paradis
agreed that this might be a concern, and that it is certainly valid.
Paradis mentioned that he had thought through these issues to a certain
extent and offered his own perspective. Paradis replied that having
the board hold its own special meetings once in awhile (to be distinguished
from “regular” meetings held at the club on scheduled dates) will not ultimately
be a concern, for several reasons. First, as with any other non-profit
corporation or other entity that relies on an elected board of directors
or equivalent (or even a city council, for instance), the minutes from
the meetings will be public domain, and made readily available to the club.
We had already decided to start placing minutes of all board meetings (both
regular and special) on the web as well as on the club bulletin board.
This has not been done in recent years so that members who miss meetings
find it difficult to find out what actually went on. Thus, members
will now be better informed than ever, even for special meetings held away
from the facility. Secondly, the board needs to have some time on
its own – not to go secretly behind the backs of others – but to efficiently
discuss specialized and complicated issues such as budget matters without
the distractions of the regular club facility, people cracking jokes, and
a “100 other opinions”. The board is elected in a democratic process
to represent the club as a whole and to conduct the business of the club.
Paradis believed, based on club member feedback, club members were actually
glad that we as a board were taking matters seriously enough to warrant
some special meetings. Paradis was further convinced that the club
trusted the new board members to do the right thing. Finally, the
vast majority of meetings over time will be held at the club facility.
The board is not planning to abandon, but instead solidify, the structure
of four or five regular board meetings at which the club at large can participate.
While it is rare for organizations to actually open up their board meetings
to the regular membership, Paradis explained, this club takes pride on
being able to have as many people participate in the process as possible,
and so the board values the input of other club members in most circumstances.
For efficiency purposes and thoughtful discussion, however, the board needs
to be able to hold special meetings away from the facility. For all
of these reasons, Paradis explained that such special meetings as this
would not become problematic, and that Paradis would further assure the
club about these reasons.
9) Budget Matters for
2002 and Beyond
Paradis mentioned the need for a more specific budget plan for each fiscal
year that will be planned by the board in advance. Certain budget
categories will need to be determined, including operating expenses, savings,
funds for projects, possible rent payments and insurance, and so forth.
While the budget items need not be complicated, a specific budget does
need to be agreed upon in advance by the board. One philosophy for
spending club money has been in place for a long time, and promoted by
the former club president – that is, if we have the money, let’s spend
it on projects. When the money is gone, that’s it for the year.
Generally, the board agreed that this philosophy is a decent one that allows
the club to spend the money it has earned in a timely fashion. Still,
Paradis explained that we can still maintain this philosophy while becoming
a bit more specific with budget items and planning ahead a bit more.
Goodwin generally agreed, though he stated that we would eventually have
to consider something else if and when the club begins to earn more money
than in the past. Generally, Goodwin commented that the club could
indeed be audited by various state or other entities in the future, with
potential restrictions placed on the accounts we hold and the money we
earn. This became a concern for a club in California that Goodwin
had been a part of, and the club had not anticipated such “problems” with
earning a good amount of money. As a cautionary note, Goodwin wanted
to make this possibility known for the record. He said that we could
probably have a “couple thousand” dollars in our account, “real easily”
without being concerned, but beyond that we need to investigate the ramifications
of actually being successful.
Paradis suggested that the board hold a separate special meeting to deal
with budget issues beyond tonight, given the length of the current meeting
and to give the new treasurer a chance to learn the system and catch up
on club treasury records. The board agreed unanimously.
10) Fundraising
Paradis commented
that although the budget has been increasing in recent years, thanks in
part to new growth and ad-train income during the past administration,
it is possible that our budget will not increase substantially in the future
unless the club undertakes some different fundraising schemes besides the
add train. The board agreed. For instance, said Paradis, some
clubs do short courses for their local community and charge a reasonable
amount to attend classes on introductory model railroading. Of course,
somebody has to teach it. But the point is that there are a lot of
ideas out there for fundraising that we might not have even considered
at this point.
Hadder agreed to chair a fundraising committee, to solicit ideas from the
club and other sources about potential and feasible fundraising events.
Goodwin mentioned that the community is not exposed to our club too much
other than a small ad in the newspaper. Hadder added that he has
spoken to people about the club, and they didn’t know the club existed,
partly because they had never been to the county fair. Goodwin said
that, to get us known, it would be possible to use our small, portable
layout to travel to other community events where we’d be welcome and could
get kids involved with running trains. Of course, the donation box
comes with it. Goodwin described other community events that would
work to allow the club to gain more exposure. Hadder agreed, stating
how many kids come to see the layout during the fair, and if they can they
stick around and watch the layout. The board agreed to pursue investigation
of certain community events that the club might be able to participate
in. Also mentioned was the possible use and inspection of our club
modules, which are apparently in Winslow. At such events, we could
place a donation box in plain visibility, and people would presumably donate
money to the club. Goodwin came up with examples from his past where
this system worked quite well. Gallagher further mentioned that the
selling of train whistles to kids would work as a fundraiser as well.
Hadder agreed. Snow cautioned, although good ideas, that any events
at the county fair facilities would need to have a method to section off
the club facility from the rest of the fairgrounds. Paradis agreed
to talk to the county at his upcoming meeting to negotiate a deal, scheduled
for February 22, 2002.
The board discussed the options for open houses and operating sessions
in the future to which the public would be invited. All agreed that
more open houses would be a good idea, with heavy advertising. It
was agreed that such events could be incorporated into this year’s schedule
and would probably be the easiest to manage and staff within the next several
months. Other ideas for fundraising will be investigated by the fundraising
committee, now chaired by Hadder, and could perhaps be incorporated in
the future with more planning.
Goodwin mentioned the further possibility of becoming involved with Operation
Lifesaver in some way, perhaps as a fundraiser or just a way to get the
club involved in the community. Paradis agreed, further stating that
Flagstaff’s annual “Officer on a Train” program, in conjunction with the
BNSF and Operation Lifesaver, would be a great way to get the club involved.
Snow commented on another idea to become involved in the community, that
of perhaps placing a display at the Museum of Northern Arizona. A
similar type of static display could be placed at the Flagstaff Visitors
Center if they are willing to accept it, mentioned Snow. Goodwin
mentioned a further idea of taking the portable layout to the schools in
town, without the donation box, but to get the kids involved. The
kids would then drag their parents to an open house, Goodwin stated humorously.
Paradis also inquired about the board’s sentiments regarding the raising
of dues. If the board was favorable to the idea, Paradis mentioned
that the board could take the idea to the club to determine club sentiments
before any proposal would be made to raise dues. No board member
was in favor of raising dues or even investigating the possibility.
Hadder believed the current dues are too high, but agreed to maintain the
dues
at current levels. Hadder further commented that some members probably
would not rejoin the club if dues were raised, and that the club has so
many other options for fundraising that there is no current need to raise
dues. The board agreed, and Paradis agreed to drop the issue entirely.
11) Schedule for
next board meeting and weekly club meetings.
The board discussed and devised a schedule for February and March, up through
the next regular board meeting at the Club. Doing so, the board began
to implement the new annual schedule for the club discussed above.
Weekly meetings for February and March were thus finalized, including the
next regular board meeting on March 26, the last Tuesday of March.
The March 26th board meeting would be the target date for distributing
membership cards, membership contact lists, and changing the lock on the
door for this fiscal year.
The board agreed that one more special board meeting would be necessary
to discuss in detail the issues of this year’s budget and project proposal
system, and other business not able to be discussed tonight. Paradis
thanked all board members for their willingness to meet these extra times,
and stated that the initial workload would decrease after the board accomplished
these initial goals.
The meeting was adjourned at 10:55pm.
End of Minutes.