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    Minutes of April 14, 2002 Board of Directors Meeting  
       
  Minutes assembled by Rolf Drommer  
 

BMW Club of Canada National Directors' Meeting/Conference Call
Via Bell Canada Conference call
April 14, 2002

9:00 p.m. - 11:00 p.m. EDT

Present: Rolf Drommer, BMW CCBC; Chris Pawlowicz, Ottawa; David Saville-Peck, BMW CVI; John Herbst in absence of Ivo Hula, Southern Alberta; Jim Robson, Northern Alberta; Gerry Low, Trillium; Richard Bureau, Bluenose; Phil Abrami, Quebec

The meeting began with a call for reports from various members concerning agenda topics and new issues for each area of responsibility.

President

Insurance
o Phil indicated that some insurance is in place, D&O in effect, CGO is ok but not great-we are advised to have more. The insurance of special concern is for schools, timed events and where facilities require more than $2mil coverage. Phil indicated that we are looking for carrier with $5mil coverage. Have opt out plan pro rata with K&K if other carrier found thanks to Craig Tilford.
o Membership requirement for insurance. Gerry Low stated you need to be a member. We have to verify whether his means people attending driving schools need to be members.
o Gerry advised that Trillium had obtained track event insurance on a temporary basis. Comments ensued that this should only be considered a stop gap measure. Phil indicated our insurance advisor had concerns about the validity and nature of some insurance through other providers and outside contractors (e.g., tracks and motorsport businesses). The concerns relate to adequacy of coverage and also Canadian insurance requirements and whether or not some of the US insurers are valid in Canada.

We need to be clear about coverage for autocrosses, karting and certain special events. Phil is pursuing with Craig Tilford, the club insurance advisor.

BMW Canada ($15K or $20K?)
o Phil asked what we should do with regard to the additional $5k BMW Canada offered in lieu of hosting an open house at the BMW Canada Inc Whitby facility
o Discussion ensued regarding the value and nature of the open house, specifically since the open house is regionally centered and is not something all members in Canada may be able to attend or have access to.
o What do other clubs get in exchange for taking away open house.
o Open house for 80-100 people. Have food and drive vehicles. Family affair, tech talks etc. Gerry believes it provides great service to the local members and should continue. They use a sign up system, and charge for no shows.
o Continue the open house for 2002 but make sure it is national via both active countrywide advertising and ticketing. All Clubs should have the option to be able to send members to the event, and spots should be made available for each club in the early registration proportionally so that Trillium has 1/3 of tickets and the seven other clubs have a total of 2/3.
o It was also suggested that in the future we look to BMW for possible support for regional open house programs or other ways to use the open house funds to better serve the total national membership.
o Review again next year to see whether this plan worked.

BC Name & Territory
o Phil reported that initial letters had been exchanged, but that more would need to be done since no resolution has been reached yet. Phil encourages both club presidents to meet to try to reach consensus and volunteered to mediate if requested.
o David reported that Vancouver Island will go to BMW Club of Canada, Vancouver Island
o Some discussion of club naming and consistency ensued, including whether or not the club name should exclude 'car'. The current naming requirement from International Council only suggest the club clearly identify itself as a riders or drivers or mixed club by using good naming.
o As a side note, under the umbrella concept, International Council suggests that each club have it's own regional name and identity including a club emblem or logo that is unique and meets council guidelines.

Vice-President

Motorsport issues (instructor lists, manuals, guidelines)
o Gerry advised he has been in contact with the producers of the 'Both Feet In' CD for use as a possible teaching tool in Trillium.
o Discussion ensued, since this product was brought up at the Feb National Directors meeting and the endorsement of it has clear conflict of interest problems that were raised and were confirmed by George Garner when he sought comment on the product while in Munich.
o It was agreed the product has potential, however most agreed that moving forward on it would require caution to avoid conflict issues.
o Richard Bureau suggested that Trillium examine it as a possible teaching tool and that conflict of interest could only be settled later after guidelines were clearer.
o There is the issue of use vs. endorsement to resolve and the further possibility and complication of partnership.
o Phil mentioned that any version for national purposes needs to be based on national input and must be available in French as well as English.

o Members asked about Rolf Lange's guidelines for running schools as an educational operation. Phil asked Gerry to get the information and make it available to the group for review. In general, manuals and guidelines need to be shared and made available electronically perhaps with restricted access web storage.
o John advised he has been working on a manual for instructors. There was positive comment and interest in this, and it was asked if we create an instructor's manual and grading system etc. John has volunteered to share what he has been working on for national input. Phil will try to get an invitation for John to join the Driving Events Committee in the BMW CCA.
o
Secretary

Membership lists
o Rolf advised he now has membership info from each of the clubs, and he is reviewing it for purposes of a national database and tracking.
o Rolf is still trying to obtain some documents that relate to day to day operations and will be needed for setting up a new account. Gerry advised that a package with the previous incorporation documents had been sent to Ivo last week.
o Rolf also asked of the status of original artwork for BMW Club of Canada logo and other items ­ does it exist. We need something.
o We currently have 1314 members.

 

Mail
o Mail handling was discussed briefly. We still need to explore a suitable long-term solution.
o Current options include:
o Using the previous national address, which is also the address for Trillium.
o Obtaining a new postal box that is national only, and use forwarding to pass mail to the secretary and others. (this is somewhat costly, since Canada Post box clearing and forwarding is $7 per clearing or $109 per month for daily clearing plus forwarding costs.)
o Phil reminded us that this issue needs to be cleared up and resolved, since he experienced critical delays in receiving important insurance related documents that had been sent to what is now the Trillium address.
o We need to come up with some solution. Several options were mentioned, it was agreed we need to explore more. For now, Gerry has advised he and Rolf Lange will still monitor the Trillium address for national mail and forward items.

Communications Director

Website
o Chris reports Blake has been updating. Changes have been made to various areas including the calendar structure.
o Much work still needs to be done. It was noted there was no easy way for a potential member to access a membership form that can be directed to the club that they wish to join.
o Phil noted the site needs to have a spot for National Directors meeting minutes and bylaws need to be properly posted as being the current version.
o Chris will discuss issues with Blake, and seek some options and updates. Phil will join them in a conference call to find ways to expedite the changes and come up with a schedule.

National material
o
Chapter newsletter editors/archives
o Chris advised the yahoo newsletter group is available but not being actively used. Rolf noted that reps from all 8 clubs were on the list. We will possibly invite some more members, and will try to stimulate more action in this area so newsletter information can be shared.
o We will also get each National Director on the newsgroup as another way to get the editors more active in sharing resources.
o
Membership Director

Marketing & promotion ­ not discussed at this time.

Legal counsel

Bylaws
o Richard reported they are almost completed. He apologized for delays caused by a review cycle at his end. He noted that there are very minor changes needed to meet industry Canada administrative requirements. Richard will try to expedite. Phil asked that Richard send the copies out to the directors as soon as possible.
Conflict of interest
o Conflict of interest guidelines still need to be worked on, but Richard advised he understands that International Council is working on several updates and revisions which should be due soon, and he feels we should wait until those are available to the clubs.
o As a point of reference, there are several clear things that all clubs should be aware of regarding logo use. Please see the attached document on logo use adapted from International Council and BMW CCA guidelines.

Treasurer

2000/2001 Budgets & Amount remaining
o Rolf advised that due to Ivo's schedule and a recent bout of illness, that he and John Herbst will be covering treasury and budgeting for the interim.
o As such a full review of the past and current budget has not been completed.
o We are still awaiting vital information from Bob Gore that will help us validate previous positions and move forward.
Audits
o Rolf noted that in both the previous and current bylaws that an audit is called for after each AGM. There has been no apparent audit that is available to the current directors since at least 1998 or 1999.
o An audit should be called for so that club members can rest assured that the business off the club has been operating in their best interests, in particular with the new structure changes an audit is vital.
Bank account
o Bob Gore's office has been providing information on the current state of the bank account. The current balance needs to be validated, and there are still at least two outstanding expense claims for directors for the Feb national meeting.
o The outstanding advertising revenue is still not well accounted for.
o Rolf and John will explore opening a new bank account. Rolf advised that he has been in contact with a local Scotiabank, and was advised of all the paperwork that will be needed to setup an account. This includes incorporation papers and signature cards for the four possible signing officers.
o Preliminary investigation indicates there will be a $40 per month service charge. We should be able to have Internet access for bank balances.
o Once the incorporation papers Gerry advised he had forwarded to Ivo have been received, we can make notarized copies so the originals are safe, and proceed with opening an account.
o Bob Gore had recently advised he would be in a position soon to write a cheque for the national balance that can be used to open an account.
o Rolf and John will devise a voucher system for cheque requests and authorized payments and effective reporting of the bank status.
o
2002 Budget proposal

o Due to the fact that Rolf and John only recently stepped in to help Ivo on budgeting matters, there is currently no formal budget proposal available.
o Our goal is to use as a basis the items that were listed in the proposal to BMW Canada for funding of club operations
o These amounts come to a total of approximately $24,000 which corresponds almost exactly to what we will have in the bank plus what BMW Canada will contribute ($15k from BMW + $9 carry forward)
o This does not leave us with any cushion or operating balance for unforeseen issues, concerns or needs. It is clear we need to develop a proper working budget. A preliminary recap is listed below
Congress - $8k
Insurance $7K ($5K + $2K extra for CGL)
Director communications/meetings --$2K
Website--$1K
Accounting fees & audits--$3K
Mail & correspondence-- $1K
Misc. other--$$2K

Subtotal -- $24K (less $5K in 2002 insurance rebate)

Key items to look at from our letter to BMW Canada:
Membership recruitment
Communications / newsletters
International Council (second attendee)
Special events, national promotions

Chapter fees in 2002--$0, $5 or $9??
o We actively discussed national dues assessments, but not having a completed budget meant that we deferred this item for one week until a budget could be circulated and reviewed to assess our position.
o One director spoke against any dues; two directors spoke for keeping the dues at $9; and several directors spoke for reducing the dues to $5.This is also consistent with our request to BMW Canada that sated that we partially support club efforts through a national dues assessment.
o
The meeting was concluded at the end of the allotted 2 hours for the conference call.

Pending actions: A preliminary budget document will be created by Rolf and John, and will be distributed to the directors for review and comment and voting on by email within one week.

Rolf Drommer - national secretary

 
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