Board of Directors Meeting Minutes

UNITED STATES PRACTICAL SHOOTING/IPSC INC.
BOARD OF DIRECTORS MEETING MINUTES
JANUARY 20 & 21, 2001 - ORLANDO, FLORIDA

The comments in blue are those of Rob Boudrie, Area 7 director. They represent his personal impressions of the meeting, and are not an official statement of USPSA or the Board of Directors.

Officers Present: President-Michael Voigt, Vice President-John Amidon, Executive Manager-Dave Thomas, Secretary-Kathy Littman

Directors Present: Area 1-Bruce Gary, Area 2-Jake Kempton, Area 3-Arnie Christianson, Area 4-Troy McManus, Area 5-Neil Keller, Area 6-John Hurst, Area 7-Rob Boudrie, Area 8-Mike Martin

The meeting was called to order 8:50am EST, Saturday, January 20, 2001.

My notes show 8:39. I'm mentioning that to explain why some of the times I have noted below in blue preceed 8:50

President Voigt opened by welcoming the new directors and Robert Berman of Strategic Marketing Alliance.

1. Approval of amended agenda.

Mr. Voigt had received approval to invite Mr. Berman of Strategic Marketing Alliance to the meeting to present his ideas on how to help USPSA grow.

8:45 · Area 7 asked that the item under Executive Session "Trial Open Board of Directors Meetings" be moved to item 9 on the agenda.

Area 4 moved to amend the agenda as presented.

Motion seconded by Area 3.
Motion carried unanimously.

When I asked President Voigt to add this item to the agenda prior to the meeting, I did not specify "regular" or "executive" session (I assumed a default of regular session). No objections were made to my request that it be handled in regular session.

8:47 2. Approval to allow Mr. Berman to attend the entire meeting. President Voigt asked that Mr. Berman be allowed to observe the entire meeting.

Area 7 moved that Mr. Berman be allowed to attend the entire meeting, with the exception of any Executive Sessions.

Motion seconded by Area 8.
Motion carried unanimously.

8:48 3. Approval of the August 2000 and the January 4, 2001 meeting minutes.

Area 8 moved that the minutes be approved as submitted.

Motion seconded by Area 3
Motion carried unanimously.

8:49 4. Approval of Fourth Quarter Financial report.

Area 4 moved that the unaudited Fourth Quarter Financial Report be approved as submitted.

Motion seconded by Area 7.
Motion carried unanimously.

8:50 5. Approval of 1999 Audit Committee Report.

Area 8 moved that the Approval of the 2000 Audit Committee Report be tabled until the Board of Director's received a copy of the report.

Motion seconded by Area 3.
Motion carried unanimously.

6. Appointment of new Audit Committee. The recent elections left this committee with only one member. This committee's responsibility is to audit the financial reports and status the Board annually. The Board appointed the following Directors to this committee:

Neil Keller, Area 5 (Chairman)
Arnie Christianson, Area 3
Rob Boudrie, Area 7

7. Appointment of new Finance Committee. The recent elections left this committee with only one member. The Board appointed the following Directors to this committee:

Bruce Gary, Area 1 (Chairman)
Dave Thomas, Executive Manager
Michael Voigt, President

8:51 8. Approval of actions taken by the board on behalf of USPSA in 2000.

Area 6 moved that the actions taken on behalf of the corporation in calendar year 2000 be approved.

Motion seconded by Area 8.
Motion carried unanimously

8:52: Dave Thomas discussed finances of the nationals, and mentioned that the Open Nationals was over budget because of the Pan Am and unanticipated additional expenses. He also mentioned we may see some savings due to the combination of the open and limited nationals in back to back format.
Dave mentioned that he expects the Nationals fee to be $225 for an "awarded slot" and $275 for an entry purchased after slots have been distributed. One of the goals of this decision (made by Michael Voigt and Dave Thomas) is to help make the award of a "slot" mean something. He also mentioned the long term goal is to make the nationals a "festival."

9:30 10. Approval of Calendar Year 2001 Budget.

Area 1 moved that the budget for 2001 be approved as presented by Executive Manager, Dave Thomas.

Motion seconded by Area 7.
Motion carried unanimously.

9:32 (approx) 11. Presentation by Robert Berman of Strategic Marketing Alliance. President Michael Voigt stated "The Executive Manager and I met with Mr. Berman on December 28, 2000. Mr. Berman impressed me with his ideas on how to improve the image of USPSA within our current members and on how to expand USPSA membership with new marketing strategies.
Robert Berman's firm designed the USPSA "diamond logo", the USPSA merchandise catalog; and is the fulfillment house which ships orders for USPSA merchandise.
Robert's presentation was very professional. He has done his homework on membership numbers, and he explained that USPSA is in deep trouble with flat membership numbers and no growth. In other words, "Grow or Die."
Robert's proposed solution is a professional marketing plan he is proposing we hire his firm to develop and implement. A summary of the details of his presentation:

We should expect it to take close to 18 months before we see any results, and must not be tempted to abandon a plan before completion.
He would advise the board on his activity, and present material for us to review, but would not seek our approval on every single action. He is offering his professional services, and would handle a broad spectrum of responsibilities in the marketing effort.
He stated that in his opinion our introduction and support of Limited 10, Production and Revolver are essential to the growth of the organization and were definitely necessary moves.
He feels we have a miniscule percentage of the potential market, and there is considerable room from growth if the sport is properly marketed.
His fee would be $25,000 to develop the plan; $7,000 per month; and an additional estimated $7,000 monthly expenses to be paid by USPSA. He would need an 18 month contract. This places his fee at $151,000 with estimated expenses of $126,000 for a total of approximately $277,000. His firm's fee is not contingent upon obtaining any specific result, and would represent a "risk investment" for USPSA.
I asked Mr. Berman if he would be interested in a deal which would net him a percentage of our increased revenue, so that he would share the risk with USPSA - making more than his estimate if he succeeds, and less if he fails. He explained that the price he is quoting us for an 18 month deal is his "bargain rate", and that he must be bill at that level in order to embark upon the project.
Two comments regarding the quoted fee:

The board did not enter into negotiations over the fee level.
This fee is for 18 months only. An ongoing marketing program would (I assume) require continued fee payments. There was no discussion of contingencies or fee issues after an initial 18 month term.

The board did not take any action on this item (other than to thank Mr. Berman for his presentation).

The board recessed for lunch from 12:30 PM to 2:00 PM.
1:30 - We walked across the street to the Olive Garden. No business was transacted during lunch.

12. Approval of revised Club Program Manual. The Executive Manager and staff are in process of revising the Club Program Manual. Mr. Thomas asked to board for approval to continue with the project and to review the work that had been done to date to ensure that they were "on the right track". The new format and information was well received by the board.

Area 8 moved that the edits done to the Club Program Manual be approved as submitted.

Motion seconded by Area 3.
Motion carried unanimously

The old club program manual is rather "dated" in both content and appearance, having been composed before the days of modern word processors. The USPSA staff has done an excellent job updating the material, and creating a much more modern and professional appearance. I congratulate them on a job well done.

2:30 13. Approval of Junior Program Projects. Bill Sahlberg is the USPSA Junior Program Coordinator. Mr. Sahlberg was unable to attend this meeting but he asked Dave Thomas to share some of project ideas with the board for approval.

Squadding - It is Bill's feeling and belief that allowing young people to compete directly against each other will reduce the intimidation factor and give them a chance to get to know other juniors from around the country.

While the board had no objection to the idea, they did not feel they could dictate such a policy to the various match directors. No action was taken.

Prize Table - separate prize tables for juniors as a means of recognizing and encouraging youth participation in tournament level competitions. Bill understands that the prize table issue is a touchy one, and that not all match directors will be able or willing to comply. However, he would appreciate an expression of board support for the idea.

The board did not feel it was appropriate to further fragment prize tables or to increase emphasis on prizes in our sport, especially among young competitors. No action was taken.

22 Long Rifle Competition - There has been discussion about approving .22-caliber competition for juniors, women, and entry-level shooters for some time. Bill is formally proposing this as a means of allowing those groups easier, less intimidating, access to our sport. Other groups, including the Steel Challenge, have found considerable interest in competing with low power firearms. If our goal is to make our sport more "user friendly", then allowing .22's to play is a good step forward.

The consensus of the board members was that we should not add new divisions at this time. However, club’s may and are urged to offer rimfire practical shooting opportunities to new competitors as a training method. The board took no action.

Tournament Match Dates - Bill understands that there are not enough weekends in the summer months to accommodate all the tournaments. His major concern is the US national championships. He also understands that selection of match dates is influenced by many factors. He does ask that the board express it's support of the concept of summer match dates whenever possible.

The board made note of the fact that the 2000 Limited Nationals occurred in July with no appreciable increase in youth participation. The board has no objection to the idea, but declined to take a position on match dates.
Michael Voigt indicated that he was aware of this concern, and would keep in mind when selecting US Nationals match dates (a matter under his authority). Another constraint is that the Nationals is the culmination of the season, and occurs after all Area Championships, so there would be a "ripple effect" of moving the nationals too far back.

Matt Burkett's Traveling Seminar - In 1998 the board approved annual funding of a junior shooting seminar conducted by Kay Clark-Miculek and Jerry Miculek on their home range. USPSA provides scholarships for one junior per area at a cost of $700 each. That price has included everything except transportation to and from the Clark's place in Louisiana, firearms, and ammunition. The seminars are conducted over five days. The kids are fed and housed at the range. The program has been considered a success, with several graduates showing considerable competitive improvement and increased enthusiasm following the seminar. However, the shooting camp concept does have some limitations. The most obvious of those is that only a small number of juniors have access to the opportunity. Many parents are unable to afford the travel and ammo requirements of the camp, and others are reluctant to send their children on a cross-country trip unsupervised. The Clark's do not accept parents in the class, although they are welcome to be there and observe at their own expense. Matt Burkett's program fills in some of the gaps left by the Clark's camp. Up to 30 USPSA junior competitors will have the opportunity to participate under the watchful eye of their parents, which should increase the sense of parental comfort. It will certainly decrease the expense incurred by parents. Matt's program is not intended to replace that of the Clark's. The budget that has been submitted for your approval contains funding for both programs.
It is my understanding that the scholarships are part of the regular budget, and as such, are in place without specific additional board approval. I have also noticed that the Clark's web page lists the 2001 fee at $800 per junior. I will be posting details on the Area 7 scholarship policy to the web shortly (probably by 3/1/01).

Area 8 moved that USPSA pay $5,000 to Matt Burkett to conduct 3 shooting seminars subject to both parties executing a contract.

Motion seconded by Area 4.
Motion carried unanimously.
I have suggested that the contract specify that this consist of three seminars at $1666.67 each. This will help clarify that USPSA pays on a per-seminar basis, and makes it clear what is owed if for some reason all seminars do not take place.

3:17 14. By-law review committee report. The by-laws are still under review in preparation for an attorney to review. No further action taken at this time.
Michael Voigt mentioned that the bylaws have evolved over the years and that it would be appropriate for an attorney to review them to make sure the are properly structured for a business such as USPSA. I am not aware of any specific issue, other than a desire to follow proper legal procedure, motivating this review by counsel.
Dave Thomas mentioned that the candidates are all set for the next Area Director election, and the info will be published in Front Sight and the USPSA web page shortly.

3:25 15. Official archive of all rulebook decisions and official opinions. The Area 7 director presented that there is currently no official archive for storing and retrieving decisions made to individual requests on rules. He feels strongly that such a system is not only beneficial, but also necessary. The Board felt that this was an administrative issue and that the webmaster of uspsa.org should generate a FAQ page for NROI documentation that would include any opinions and rulings made by NROI.
No further action taken by the board.

I had this item placed on the agenda. I orignally thought the solution was to publish every email ruling by John Amidon. In discussion with John, I learned that he answers dozens of emails per week, most of which are "clarifications of the obvious." John also mentioned that the decisions which represent new policy, or clarify important points, are published in the Inside NROI column in Front Sight. I will be working with Robin Taylor at USPSA to make sure that all NROI columns from January, 2001 onwards are published on the USPSA web page.
Dave Thomas made an interesting comment - that we need to do things like this to improve our "corporate memory" (which needs to transcend changes in administrations). I agree, and will be working to help make this happen.

16. Online BOD Voting system - the board discussed instituting an online voting system be used for special meetings.

No further action taken by the board.

We discussed ways to streamline the on line/email voting process. No changes other than possible improvements to the mechanics of collecting and tabulating board votes were discussed.

3:58 - someone mentioned the audit committee will need two members. The appointment of the members is mentioned at the beginning of these minutes. We then took a short break.

4:22 - Meeting reconvened

17. Approval of Windows scoring program.

This item was approved in a special meeting called on January 4, 2001.

4:25 9. Trial open board of directors meetings. Area 7 presented that his constituents would like to see open board of directors meetings. The board discussed the idea, however the Area 7 director withdrew the item as he felt that he would not garner enough support for a motion to carry.
In January 2000, the BOD voted to allow Section Coordinators, with advance notice, to observe board meetings (except executive session). I had hoped to introduce a motion at this board meeting to open the meetings up to all members (subject to seating capacity and advance notice requirements) for the remainder of 2001. The purpose of bringing this up as for a "trial period" was my optimistic expectation that a "trial period" would gather majority board support. I stated I would make a motion if there would be any support. (Functionally, this was little different from making a motion and waiting for a second.) I did not make a motion, since no other board members expressed a willingness to support this.
I have been asked why I did not introduce a "roll call vote" on this issue to force all directors to "stand for the record". I would like to address that issue specifically:

I believe that this has been addressed this "for the record" with all directors being given a chance to support this, with the result being recorded in the official minutes. All directors were present - none expressed any support for this at the meeting. If you are not in Area 7, and want to see the board members opened up, talk to your Area Director.
I have to not only represent the interests of Area 7 and USPSA, but I also have to maintain a working relationship with the board in order to be effective. I felt that making a motion after it was clear it was doomed to failure would make it harder to be taken seriously when advocating positions which do have a chance to prevail.
Having said all that, I'll move on to my impressions of the sentiments expressed board members, and the motivations (as I understand them) behind their position:
The BOD actually serves two functions:

The elected representative body of a membership based organization [In general, elected representatives work out in the open]
The board of directors a corporation [In general, corporate board meetings are closed]

There are three arguments generally made by those who do not favor open board meetings:

Logistics of seating
Possible disruptions
Impediment to free and open discussion by board members
Items #1 and #2 are easily addressed and, in my opinion, not the main issue. The central issue is #3: Will open board meetings interfere with the operation of the board, by causing directors to have to worry about how every comment appears to the audience? I personally feel that the benefits of letting members watch would outweigh any possible downside.
The other directors do not share my view on the merits of this approach. While I am confident that everyone is making their best effort to work in the interests of USPSA and the membership, I would have preferred to see open meetings tried until the end of the year.

4:45 - Someone mentioned that outgoing director Dave Carruthers recommended Bruce Gary for Finance and Rob Boudrie for the audit committee. These individuals accepted, and our Audit committee is now Rob, Arnie and Neil (chair) and the finance committee is Dave, Gary and Bruce (chair). Neil mentioned someone from the audit committee should go to Sedro Wolley to review the audit material personally. (I appreciate the fact that Neil volunteered his time to do this)

4:55 discussion, 5:11 motion 18. USPSA Employee retirement program. The Executive Manager presented that this benefit should be offered to all employees of USPSA. The plan allows for matching funds from USPSA to all employees that work a minimum number of hours per year. The total fiscal cost per year cannot exceed 3% of gross compensation.

Area 8 moved that the corporation institute a retirement plan with the corporations' contribution not to exceed 3% of each staff member's salary.

Motion seconded by Area 7.
Motion carried unanimously.

Since USPSA pays modest salaries to the office staff, it is appropriate for us to offer decent benefits and to be a decent and responsible employer.

5:20 19. Policies pertaining to USPSA contracts, commitments and Nationals site selection process. Area 7 presented that the PASA Accord signed last year by President Michael Voigt brought up concerns regarding the President entering a contract without ratification from the Board of Directors.

Mr. Voigt responded that he was totally within his scope of responsibility as provided by the USPSA By-laws (7.2 ii).

Michael Voigt has acted fully within his authority under the bylaws for matters pertaining to the US Nationals.
My concern with the PASA accord is with how USPSA positions are presented to the World General Assembly ("GA"). The US gets one vote before the GA, which is cast by the US Regional Director (ie, our president). The PASA accord, which was signed by Michael Voigt, contained promises as to what our president would support before the GA. I believe that any position taken before the GA must be that of USPSA as expressed by the BOD, and not the decision of any one individual. The BOD did not seem as concerned about this as I am so I did not introduce any motion on this matter, however, I will ask that the GA assembly matters be placed on the USPSA Board agenda prior to the next such assembly.
I also wish to emphasize that my raising this issue was in regard to the procedures by which we decide positions taken at the GA, is not intended as a criticism or expression of displeasure with any presidential action.

6:02 - Robert Berman asked each board member to contact him with a list of what we percieve to be club and individual benefits of membership.

6:03 - John Amidon reminded the directors that Area Matches have Tournament Status, and the courses of fire must be submitted to NROI (John Amidon) for review 90 day prior to the match. The meeting was then adjourned until Sunday morning.

The meeting was called to order at 8:08 AM on Sunday
20. Limited/Limited 10 Classifications. Area 1 presented that the these divisions classifications should be the same as the current classifiers do not require more than 8 rounds without requiring a reload, providing the same situation for both divisions.

Area 1 moved that the Limited and Limited 10 classifications be made portable with the administrative details to be worked out at a later date.

Motion seconded by Area 8.
Motion carried unanimously.

Clarification: The "later date" the motion refers to is to be a discussion by the Directors via email.

I requested this item be placed on the agenda. While my first thought is to merge Limited and Limited 10 into a single "Limited" classification, I am not certain that is the option the board will adopt. I will be preparing some alternatives for the board's consideration.
I am pleased that the board recognizes the need for classifications between Limited and Limited 10 to be portable, and I am confident this will be addressed prior to any 2001 Area Championship.

21. 14^th Edition (2001) Rulebook and additional divisions - Open 10, Open Revolver, Limited Revolver. Area 1 presented that he would like to open discussion as to the benefits of adding additional divisions. The Board decided to have this discussion via email in conjunction with the vote on the rulebook "14^th Edition (2001)" to be held Friday January 26, 2001.
The rulebook vote was taken at the phone board meeting of 2/2. Additional divisions were not discussed at that time.

The board recessed for the evening at 6:10 PM EST (Saturday)

The board reconvened at 8:30 AM EST. (Sunday)

22. Executive Session.

Area 8 moved that the board go into Executive Session at 8:35 AM EST.

Motion seconded by Area 3.
Motion carried unanimously.

Area 3 moved that the board exit Executive Session at 12:00 PM EST.

Motion seconded by Area 7.
Motion carried unanimously

The board approved a 6% salary increase for the President, Vice President and Executive Manager.

23. Adjournment.

Area 2 moved that board of directors adjourn at 12:00 PM EST.

Motion seconded by Area 4.
Motion carried unanimously.

I had to leave at 11:30 on Sunday to catch my flight (since the hotel was somewhat further from the airport that I anticipated when making reservations). It turned out I didn't need to leave 30 minutes early, since my flight was cancelled due to a snowstorm in Boston (I had to stay until Monday).

Minutes prepared and submitted by Kathy Littman