AERC BOD meeting minutes- April 3, 2006

Roll call at 6:00 pm by Kathleen H. In attendance:

Stagg Newman, Mike Maul, Nick Warhol, Jennifer Nice, Mike Jaffe, Joyce Mocilan, Connie Caudill, Jan Stevens, Susan Horne, Stan Eichelberger, Gail Williams, Tom Dean, Terry Woolley Howe, John H. Parke, Susan Kasemeyer, Joe Schoech, Jeff Trinkle, Roger W. Taylor, Barry Waitte, Jerry Fruth, Laura Hayes, Robert Ribley, Dinah Rojek, Mike Tomlinson, Kathleen A. Henkel.

Absent: Patti Pizzo, Treasurer, Teresa Cross

Representing the Vet Committee: Melissa Ribley

Convention BOD meeting minutes approval - Barry W pointed out that the job description for treasurer says that Patti is personally responsible for AERC finances. This is a typo and will be fixed. Motion approved.

Office Report from Kathleen: Office Membership report 4/6/06

2006 Members YTD 4/3/06- 5631 (2765 singles & 1302 families totaling 2866 members)

2005 Members (3/29/05) - 5537 (2781 singles & 1259 families totaling 2781 members)

2004 Members YTD (3/24/04) 5413 (2675 singles & 1248 families totaling 3923 members)

Sanction dollars received as of 4/3/06: $12,624

Sanction dollars received as of 4/3/05: $12,499

Sanction dollars received as of 4/3/04: $13,553

Convention income estimate: $13,500 Expenses are still being received in the office so the number could change slightly. The membership numbers are slightly ahead of last year. The early convention revenues look good, and will probably meet the target established.

The Convention status: Congratulations were given for the success of the convention, both financially and operationally. There was a lot of great feedback from members; this was a great success for a convention away from Reno. Special thanks were given to Kathleen, Robert and the committee, and the host region who worked so hard.

The new proposed organization: Stagg brought up the proposed new extended committee org structure proposal for approval of the organization and the new committee leaders. There was discussion regarding meeting attendance. All phone meetings will open to everyone (all BOD members only), in listen and speak mode, until the board creates a policy on committee and meeting attendance rules. There was discussion on the new org structure where questions were answered and opinions given. Vote for approval- motion passes with all ayes, 1 abstention. Exact Motion:

I. Proposed Motion

The BoD approves the AERC Committee Structure consisting of a Committee of Group Leaders, chaired by the President, and a set of committees reporting to those group leaders as defined in Attachment A together with the Chairs of the Committee as listed.

II. Backgound and Analysis.

The growth in size and scope of AERC over the past 3 decades means that we have outgrown our current management structure for Committees. AERC has grown from a few hundred members to over 6000 members. AERC has also become a much more complex organization

-we have gone from a modest number of single day Endurance rides to

many single day Endurance Rides of varying distances

multi-day rides and Pioneer Rides

Limited Distance Rides

A sponsored National Championship

Educational and fun rides at clinics

and an insurance program to support the above

- we have grown from a single person executive director to a professional office staff of 4 providing extensive and excellent service to the membership

-we have an extensive educational program with clinics, mentors, and extensive educational material

-we have a very professional magazine in Endurance News

-we have an increasing level of on-line support including a web site full of valuable information for our membership and the public at large

-we have a vibrant trails program including grants, advocacy, and a trails masters class

-we have a research program addressing specific questions for our sport

-we have a greatly expanded convention that move to different locations

-we have an active International program supporting the aspirations of those members who wish to compete on the International stage

-we are providing extensive support for our Veterinarians and now moving to recognize through a formal program those vets who have met certain qualifications

-we are actively doing drug testing

-we are providing more extensive support for ride managers

-we have a program to support and attract juniors

-we have an a program to promote and protect the welfare of the horse

We support this program via a committee structure of over two dozen committees which nominally all report to the President who according to our Bylaws serves as an ex officio and voting member of each committee. Furthermore the BoD as a whole has frequently gotten deeply involved in the functioning of individual committees. Such a structure in my opinion leads to slow decision making and implementation rather than the vibrant action needed to serve our members well. This is particularly true in light of the fact that the President and the BoD members are all volunteers doing this on a part time basis.

I also observe that endurance riding around the work is growing very rapidly, both in numbers and in scope, whereas AERC is not. Our growth in numbers for the past few years has been quite modest, just slightly above the growth rate of the population. I believe that a better organizational structure, for example, for AERC’s marketing efforts can lead to AERC achieving the type of vibrant growth that we are seeing in endurance riding around the world.

I have now discussed both the need for a new structure and the proposed new structure with you as the BoD via multiple forums:

-the Thursday night BoD meeting in San Antonio where we examined our priorities

-the one-on-one and small group discussions prior to the Sunday BoD meeting in San Antonio where I talked to each of you individually

-my presentation on the proposed Committee Structure at the BoD meeting

-many email exchanges on the BoD list and subsequent phone calls

As background for tonite’s discussion Attachment B below is my prior email to the board on the new structure. Below is additional discussion addressing questions that have been asked in various emails and calls.

First here are some key sections from our Bylaws that define the role of the Board, the President, and the Committees and Committee Chairs followed by my observations.

Extracted from AERC Bylaws: ARTICLE VII DIRECTORS

7.01. The Directors shall act only as a Board and an individual Director shall have no power as such. All corporate powers of the Conference shall be exercised by, or under authority of, and the business and affairs of the Conference shall be controlled by the Board, subject, however, to such limitations as are imposed by the law, the Articles of Incorporation, or these Bylaws. The Board may, by contract or otherwise, give general or limited or special power and authority to the Officers and employees of the Conference to transact the general business, or any special business, of the Conference, and may give powers of attorney to agents of the Conference to transact any special business requiring such authorization provided that the business and affairs of the Conference shall be managed and all Conference powers shall be exercised under the ultimate direction of the Board.

…..

ARTICLE VIII OFFICERS

8.05. The President shall be the principal elective Officer of the Conference and shall, subject to the control of the Board of Directors, have supervision and direction of the business and affairs of the Conference. Such Officer shall preside at all meetings of the Board. Such Officer shall perform all duties incident to the office of the President and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws, or which may be prescribed from time to time by the Board. The President is not charged with execution or administrative responsibilities in the management and continuing conduct of the Conference’s affairs. The President is the official spokesman for the Conference and is directly responsible to carry out the policies and directions of the Board. The President may make no policy changes or exceptions without prior Board approval. The President shall be an ex-officio member of all committees with the right to vote.

ARTICLE XI COMMITTEES

11.01. Unless otherwise stated below, the President shall nominate and the Board shall approve all committee chairpersons and the committee’s policies shall determine the method of choosing the members of each committee. The Board shall appoint annually the chairperson for the following "Permanent Committees":

(a) Executive Committee. The Executive Committee shall consist of the President, Vice-President, Treasurer, Secretary, and one Member elected by and from the Board. If the Treasurer and/or Secretary are not Directors, their appointment to the Executive Committee will be substituted by one or two other Directors chosen by the Board. The Executive Committee shall, between meetings of the Board, exercise the duties and functions of the Board within the limits set down by the Board, though in any case the Executive Committee shall not reverse any prior decision of the Board. For the purpose of making decisions, three Members shall be in agreement but no agreement shall be made without notice having been given to all five Members. All actions of the Executive Committee shall be promptly publicized to all Directors.

(b) ….

(c) …

(d) …

(e) Other committees may be created, staffed, and charged as deemed necessary by the Board of Directors.

Observations:

The board is in control and directs the President and the committee to the extent it deems necessary. Specifically the BoD can decide what committee meetings should be open or closed. Until such time as the BoD has articulated a specific policy on this issue, I will commit that all meetings and conference calls of the Committee of Group Leaders will be open to all BoD members.
The Bylaws indicate that the operations as contrasted with the governance of AERC will done via the AERC office and through AERC committees with the President having responsibility for the supervision and direction of the affairs and business of the conference. Note that there is a clear difference between the function of a Board Member and the function of a Committee Chair or member. As a board members we are all equal with one vote to decide board issues. The BoD functions do not change with the new committee structure.. The primary functions of the board are:

Governance including rules changes, policy setting, etc.
Financial planning and oversight
Personnel matters, that is placing the right people in the right position for the senior positions in AERC, e.g. Officers of the BoD, Committee Chairs.

Most committees in AERC are operational entities to enable AERC to carry out its affairs and business through the use of volunteers. If one is both a Board Member and a Committee Chair these are two distinct roles that should not be confused. Since Committees are operational entities AERC needs an effective management structure to guide, facilitate and lead the committee work. In this new structure committees are grouped by similarity of function. Committee Chairs will continue to run their committees as they have in the past. The direct facilitation, guidance and direction of the groups of committees will be done by the Group Leader to whom a Committee Chair will report. This latter point is a change as last year each Committee Chair reported to either the President or the Vice President depending on the respective committee. Committee will as defined in the Bylaws continue to issue reports to the BoD that will also be available to the membership. Note that the vast majority of Committee actions do not need BoD approval. When Committees do need BoD approval, the Committee Chair will work with the Group Leader to prepare the suitable request and/or motion for the BoD. The purpose of this is to ensure that the request or motion has been coordinated with other committees as necessary and to aid in the better preparation of material of the BoD.

I believe this new structure will enable me to much better fulfill my roles as President in carrying out my responsibility for the affairs and business of AERC. More importantly I believe this new structure will enable us to better serve our membership.

Stagg Newman

AERC President.

ATTACHMENT A

Committee of Group Leaders and Officers

Chaired by the President – Stagg Newman, Vice President and Technical Group - Mike Maul, Secretary - Nick Warhol, Treasurer and Finance Group - Patti Pizzo, Marketing Group - Barry Waitte, Competitions and Events Group - Mike Jaffe, Trails and Resarch Group - Jerry Fruth, Legal and Horse Welfare Group - John Parke

Veterinary Group - Melissa Ribley, Past Presidents Committee - Mike Tomlinson

Committee Structure under the Groups

Vice President - Maul Maul

Technical Committee - Mike Maul

Protest and Grievance Committee - Mike Marino

Secretary - Nick Warhol

Treasurer and Finance Group - Patti Pizzo

Investment Committee - Betty Baker

Financial Planning and Managerment - Sue Taylor

Budget Committee - Patti Pizzo

Insurance Committee - Roger Taylor

Marketing Group - Barry Waitte

Marketing Communications (MarCom) - Jennifer Nice

Brand Marketing - Jenni Smith

Ride Marketing - Hillorie Bachmann

Membership Marketing - Susan Horne

Education - Dinah Rojek

Sponsorship - Darren Ross

Convention - Robert Ribley

Competitions and Events Group - Mike Jaffe

Rider advocate and Assistant Group Leader - Tom Dean

Awards - Gail Williams

Limited Distance Rides - Terry Wooley Howe

Endurance Rides – Tom Dean

Ride Managers - Connie Caudill

Juniors - Jan Stevens

Sanctioning - Susan Kasemeyer

International - Kathy Brunjes

National Championship - Robert Ribley

Trails and Resarch Group - Jerry Fruth

Trails – Jerry Fruth

Trails Grant - Dr. Greg Jones MD

Federal Land Management Relations - Jerry Fruth

Research - Bob Morris

Governance and Legal Group - John Parke

Legal and Governance - John Parke

Rules and By-Laws - TBD

Elections - TBD

Welfare of the Horse - Laura Hayes

Veterinary Group - Melissa Ribley

Veterinary Committee - Melissa Ribley

Drug Testing Committee - Stan Eichelberger

The Past Presidents Committee - Mike Tomlinson

Vet committee- Melissa Ribley reported on 2 issues:

1- Qualification process for head vets. The open book exam is being worked on and should be ready by mid may. The new procedure will then be ready to get underway; everyone will watch and see how it goes.

2- The Vet committee is working on the draft for the new interim drug testing procedures. Will be reviewed by legal committee, then to BOD for approval. This is not the final version of what to do long term, but a way to keep the drug testing program operational in the interim.

National championship committee- Robert R reported that the group decided to cancel Roger Taylor’s proposed ride date and location due to date conflicts. We are now actively looking for a 2007 ride site and date.

Insurance committee- Roger T reports on 4 things:

1- Standalone clinic insurance. Okay if no horses on site. (through our corporate insurance, not Equisure) If there is riding or horses are present, it works like a ride and must be covered by Equisure. .

2- Trail master classes- insurance includes the trail work, but not the classroom facility.

3- Alternative insurance Quotes- The committee is looking for vendors to find another quote, no progress yet. The recommendation is to stay with Equisure to establish a good track record.

4- Good progress has been made with communication regarding insurance questions with some members. Thanks to Tom D and Roger T for the help.

Sanctioning Committee- Motion for new policy to enable to sanctioning committee to approve special sanctioning requests without having to go before the whole BOD. If there are no problems or conflicts in committee, there would be no need to go before board. Since this is a motion to change a rule- Stagg recommends sanctioning and rules committees get together to create the draft prepared for vote. Consensus straw man vote of board is go ahead.

LD Committee- Terry WH presented the proposed policy to have riding times submitted with ride results, rule 5.3. There is unanimous agreement from committee. John P suggests this qualifies for a rule change to make it more clear. Sense of the board straw man vote approves that a reminder will be put in ride packets right away, the rules committee will create a modified rule that we will publish in EN, then a vote for approval. The policy statement is listed below:

Recommendation from LD Committee; Suggested Policy Change for LD ride time and results listings

The Limited Distance committee has been addressing the issue of some ride managers sending in LD ride results to the office without including completion times. The LD committee and the rules committee have come to an agreement that rule 5.3 is adequate in the support of this requirement. (Acknowledgement from Vonita via email) Resolution: The LD committee is making a recommendation that a policy be put in place that will instruct the office to contact ride managers who do not provide ride times and have them sent in, in order for the results of their ride (any distance) to be published. The LD committee does not feel that a rule change is required at this time, and is unanimous in its support of this policy change. The committee will speak to the office personally and make sure there are no unforeseen issues or problems with making the policy take effect.

P&G committee- Mike Maul reports on the project in place to completely re-write the whole P&G processes and procedures. This is a work in progress; status will be given to the BOD as it progresses.

Committee reports presented in writing: Mike M- Tech Committee, Kathy Brunjes- International committee.

New Business:

The Bill Stuckey award issue- This award was originally put in place for riders age 60 and older, in 1993 it was changed to age 65 but not by any board action. Do we want to keep it 65, or go to back to 60? John P suggests that since it has been working at age 65 for the past 13 years, why not just leave it alone? Verbal sense of the board vote- leave it 65. No Action required.

Age limits – The question that asks if there should be a minimum age for riders or not? The issue has been assigned to John P and Mike J for work on a recommendation. They will create some alternatives for the BOD and committees to focus on.

The BOD went into executive session.

Susan K brought up a concern about scheduling other meetings at the convention during board meetings. Melissa reported that there were some individual scheduling problems at the convention, but this will be taken care of to avoid such conflicts in the future.

Motion to adjourn- second, adjourned at 7:15 pm.