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UltraMarathon Cycling Association, Inc.
Board of Directors Report
August, 2007
We will report monthly on the Board of Directors' activities, both on the website and in the magazine. This is the first such monthly report. This report includes the following:
- Message from the President.
- Election of Directors.
- Defining election policy and procedures for the 2008 and subsequent elections.
- Improving communications with the membership
- Establishing clear accountability.
- RAAM Qualifier representative on the Board.
- Highlights of Board and Committee meetings.
I. Message from the President
To the UMCA Membership
To improve communications between you, the members, and your representatives, the Board of Directors, we are taking several actions announced in this message.
Historically, some e-mailed questions have been addressed to "the Board" rather than to a specific individual. This is understandable since the member can't know who is best positioned to answer. This leaves the directors uncertain as to who will or should respond and too often no one does. The following approach will improve our response time and efficiency in processing inquiries.
We are developing a new volunteer position: a Liaison Officer / ombudsperson for the Board of Directors. This position will facilitate communication between individual members and the appropriate Officer and/or Director. Suggestions and inquiries by telephone, e-mail and regular mail should be sent to the Liaison Officer rather than to the whole Board. The Liaison Officer will acknowledge receipt of the inquiry. The Liaison Officer will read the inquiry and direct it to the Officer, Director or Program Chair most involved or informed. The Liaison Officer will accumulate multiple inquiries on a general topic. The Liaison Officer will refer policy issues to the President for possible discussion at a Board meeting. When appropriate, a report will be provided to the general membership in the magazine and on ultracycling.com.
Until this position is filled, please send questions to president @ ultracycling.com. Even after the position is filled if you need to address me directly, please do so.
We intend to be more pro-active reporting to the membership about the activities of your representatives. Following are what you can expect in the near future toward these objectives.
We have increased the frequency of Board meetings. The Randonneurs USA publish the highlights of each Board meeting and we are adopting that practice.
A President's Message will be included with each issue of UltraCycling magazine. In this message, we will provide the membership an overview of the policies being addressed and work being done by your representatives. We'll also try to provide some insight using those accumulated questions mentioned earlier in this message.
Finally, a committee to evaluate the process used to nominate and elect directors has been formed. The objective of this committee is to embrace the criticisms of the last election and put forward a process that can stand the test of time into the next five years. We have dedicated two seats on the committee to members who voiced criticism publicly. Those seats have been filled. We will review suggestions from all comers and have established on-line suggestion box to receive ideas. Send your ideas to elections @ ultracycling.com. Time is very important here and suggestions must be submitted soon as the process will move rapidly. This committee is flush with ideas and will move swiftly. (More below)
We UMCA members are a far-flung group, across the nation and around the world, connected in most cases by a single idea; we love endurance cycling and its culture. That is our common language. I believe we are willing to speak it with respect and dignity if we know the meaning of each other's words and that comes from open communication. Let's give it a try....what do you say?
Joe Jamison
President, UMCA
II. Results of the Board of Directors' Hearing re: the election of Directors
President's Letter to the Members
September 17, 2007
On June 27, 2007 the UMCA Board of Directors (the "Board") had met by teleconference call and confirmed the results of the 2007 election of Directors to the Board.
On September 6, 2007, the Board held a hearing in two sessions regarding the 2007 election of Directors to the Board. The first session was to hear a statement from John Marino, co-founder of the UMCA, regarding the handling of the 2007 election. The second session was to hear the report of the Executive Committee of the Board: Joe Jamison, President, Chris Hopklnson, Vice President, Russ Loomis, Treasurer, Nancy Guth, Secretary and John Hughes, Managing Director (the "Executive Committee") This letter is intended to provide the UMCA membership with the results of the Board's hearing.
At approximately 7:00 p.m., Eastern Time, Mr. Marino joined the Board members in attendance via teleconference to present his remarks. Mr. Marino was provided 15-20 minutes of uninterrupted time, followed by 5-10 minutes for the Directors to ask for clarification of his remarks if required. At no time was Mr. Marino to be rebutted on his remarks. Mr. Marino did not refer directly to the points in his letter of August 5, 2007, but rather focused on the history of the UMCA, the importance of timely response to problems voiced by the membership and the image members develop from the behavior of the Board. At approximately 7:30 p.m., Mr. Marino indicated that he appreciated the opportunity of addressing the Board. The Board thanked Mr. Marino and expressed its appreciation for Mr. Marino's dedication and work to the UMCA.
Following the conclusion of Mr. Marino's statement, a break was taken and the Board reconvened with the second session to hear the report of the Executive Committee. Comments from several Directors confirmed the respect Mr. Marino holds with this Board. It was expressed that his comments were from the heart, reflecting his passion for the sport and the organization.
The Executive Committee stated it reviewed each allegation made in the letter from Mr. Marino dated August 5, 2007. The Committee noted it was troubled by the inadvertent delay of the election. It also acknowledged that Mr. Marino raised many complaints, using adjectives such as: unfair, unethical, immoral, disingenuous, suspicious actions and morally questionable behavior. However, the Committee noted that these criteria were subjective and personal in nature making it difficult, if not impossible to fairly assess and evaluate. Instead, the Committee reviewed the adopted standards set forth in the UMCA's bylaws and rules for the election. After doing so, the Committee concluded that no violations of the bylaws or rules occurred.
It is the opinion of the Board that, during the election, there was aggressive campaigning on the part of some of the UMCA members. Judging from the prolonged intensity of the campaigning, this level of campaigning is not acceptable in the future. This level of campaigning was the central target of criticism in Mr. Marino's letter. Recognizing this, on August 10, 2007 the Executive Committee created the Committee on Board Elections for the express purpose of studying the complaints raised by Mr. Marino and others, and to then make recommendations for any necessary changes to election procedures.
Therefore, the Board reconfirmed that the 2007 election stands and, that aside from missing the date for holding the election, no other specific bylaws were violated.
Joe Jamison,
President, UMCA
Background
Eighteen candidates ran for six positions on the UMCA's Board of Directors. The ballots were included in the March-April UltraCycling had to be returned by June 8, 2007 (by postmark).
John Lee Ellis, UMCA President, appointed a four-person committee chaired by Victor Gallo to count the ballots. The committee included Bob Barday and Victor Gallo, both UMCA members and two non-members, Gladys Gallo and Sue Easterlin, who is a CPA. The committee met on June 18, 2007. Ellis oversaw the procedure.
Each ballot was compared with the member's signed membership form to determine the validity of the ballot. UMCA members cast 245 ballots. Gladys Gallo read the names marked on each ballot and Barday, Easterlin and Victor Gallo recorded the votes. The ballots were counted twice and the results of each tabulation were reconciled.
Easterlin, the CPA, submitted a report to the Executive Committee of the Board. The ExComm met by conference call on June 19, 2007. John Lee Ellis, President, Nancy Guth, Secretary, and John Hughes, Managing Director participated in the conference call to review the report on ballot-counting. Since they were both candidates in the election, Joe Jamison, VP, and Jerry Segal, Treasurer, recused themselves. Based on Easterlin's report, in the interest of timeliness the ExComm voted to certify the results.
Several Board members were involved with RAAM. After RAAM was over the full Board met on June 27, 2007 at 9 p.m. EDT at via teleconference to review the results of the election. Thirteen directors participated in the call. Victor Gallo was also present. Gallo chaired the committee which counted the ballots in the election of new Directors to the Board. Each Board member had received the report by Sue Easterlin, CPA, on the counting of the ballots. The Board voted 12-1 to confirm the results.
Four Directors were elected to fill regular three-year terms. The fifth Director was elected to fill the vacancy created when Cat Berge resigned from her 2006 - 2008 term. The sixth Director was elected to fill the vacancy created when George Thomas resigned before completing his 2005 - 2007 term.
| CPA's letter re: counting of ballots | |
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Several people have asked for more detail on the ballot-counting process. The committee followed the ballot processing described below. The key points are:
Download the CPA's Report |
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The following candidates are elected to the Board for the indicated terms.
- Merry Vander Linden - 174 votes (2007 - 2009)
- Ken Bonner - 165 votes (2007 - 2009)
- Chris Hopkinson - 156 votes (2007 - 2009)
- Joe Jamison - 137 votes (2007 - 2009)
- Jerry Segal - 135 votes (2007 - 2008)
- Russ Loomis - 132 votes (2007)
Votes for other candidates:
- Chris Kostman - 89 votes
- Seana Hogan - 85 votes
- Nick Gerlich - 84 votes
- Pat Enright - 45 votes
- Doug Sloan - 39 votes
- Guus Moonen - 39 votes
- Mavis Irwin - 29 votes
- Robert Giacin - 26 votes
- Hugh Murphy - 22 votes
- Lou Lamoureux - 19 votes
- Paul Biron - 18 votes
- Bill Palmer - 12 votes
III. Committee on Board Elections
On August 10, 2007 Jamison appointed the Committee on Board Elections. The purpose of the committee is to review the 2007 electoral process and then to define an annual process that produces Boards of Directors capable of and committed to providing strategic leadership for the UMCA for the next five to ten years. The committee is the Executive Committee of the Boare and two unsuccessful candidates in the last election of directors.
The committee members are: Nick Gerlich (former UMCA director, promoter of Hellweek, unsuccessful candidate in the recent election), Robert Giacin (RAAM National Time Station Manager in 2005, crewed RAAM and LeTour Ultime, unsuccessful candidate in the recent election), Nancy Guth (Board secretary, Ultracycling Cup luminary), Chris Hopkinson (Board VP, UMCA liaison to Europe, active Ultracycling Cup rider), Joe Jamison, chair (UMCA President, co-producer of Ultra Midwest Events, former Director of the John Marino Competition), John Hughes (UMCA Managing Director), Russ Loomis (UMCA Treasurer, active participant in both the Year-Rounder and the UltraCycling Cup).
The committee will discuss and make recommendations on:
- the election schedule
- a neutral election commissioner
- the future Board to guide the UMCA's strategic choices
- the nomination process
- campaigning
- voting and ballot counting
Please send your suggestions to elections @ ultracycling.com.
Download the Charge to the Committee
IV. Communications
As noted above the Board is committed to improving communications with the membership: both gathering input from the members and reporting on Board activities.
We will report monthly on the Board's activities, both on the website and in the magazine.
We are seeking members who would like to serve the UMCA as a volunteer in one of the Programs or as a member of one of the UMCA committees and working groups. We will put on the website next week a simple application questionnaire.
So we can get to know the officers and members better each year we will designate one or more events as a UMCA membership event and we encourage you to attend if possible.
V. Establishing clear accountability.
The UMCA is growing and also changing organizationally. When we incorporated at the end of 2002:
- We had one part-time employee, paid $18K (John Hughes).
- We had no legal agreements with any other organizations.
By the end of 2006:
- Our income and expense had almost doubled.
- We now have a full-time employee (paid $25K).
- We have a license agreement with RAAM, LLC.
- We will be developing more contractual relationships in 2008.
Because of the growth and organizational change, we are also changing our business practices.
We now have a Code of Conduct approved by the Board. All Directors, all Committee members and Program chairs must sign the Code in order to continue in their positions.
Download the UMCA Code of Conduct Approved by the Board of Directors August 10, 2007.
John Hughes used to run the UMCA finances using basic check book accounting. We have hired a bookkeeper to keep the books and to establish an arm's length relationship between the Managing Director (who writes the checks) and the bookkeeper who does the accounting.
The bookkeeper will also be responsible for preparing the financial statements for the Finance Committee. After review by the FinComm and the Board, the statements will be published in UltraCycling.
VI. RAAM Qualifier Representative
The directors of the RAAM qualifying races are represented on the Board by one of their number, who is a voting member of the Board. Each year the RAAM Qualifier directors elect one of their number to serve on the Board.
A vacancy on the UMCA Board of Directors occurred when Joe Jamison was elected as a regular Director on the Board. Until that time, Jamison was the RQ director's representative to the UMCA Board.
Terri Gooch, co-director of Race Across Oregon, has been elected to represent the race directors.
VII. Highlights of Board and Committee meetings
ExComm Meeting on July 22, 2007
Tom Buckley, President, Joe Jamison, Vice President, Jerry Segal, Treasurer, Nancy Guth, Secretary, and John Hughes, Managing Director attended. The ExComm:
- Discussed the 2007 election of Directors, which was certified by the ExComm on June 19, 2007 and by the full Board of Directors on June 27, 2007.
- Agreed that the Board is duly constituted and will carry out the Board's business including election of officers at the next meeting, establishing Board committees, etc.
- Discussed how to address questions from a few members about the 2007 election. Agreed that any forthcoming review of the 2007 election will be limited to whether there were any breaches of the Bylaws and election procedures.
- Recommended that a committee immediately begin planning for the 2008 election.
- Recommended that the Board adopt a Code of Conduct at the next meeting.
- Confirmed that Fred Boethling and John Hughes will both continue as ex officio voting members of the Board.
Board of Directors meeting on July 30, 2007
Fred Boethling, Ken Bonner, Tom Buckley, Nancy Guth, Chris Hopkinson, John Hughes, Joe Jamison, Russ Loomis, Muffy Ritz, Mike Roark, Jerry Segal, Cindi Staiger and Merry VanderLinden participated. The Board:
- Heard the report from the Nominating Committee and elected officers:
- President: Joe Jamison
- Vice-President: Chris Hopkinson
- Secretary: Nancy Guth
- Discussed and approved the concept of a Code of Conduct. The Code will establish a set of principles for the UMCA Board of Directors, Officers and Chairs and will provide guidance for conduct and decision-making.
- Discussed the e-mails that Board has received from about a dozen UMCA members criticizing the election process. Outside of these e-mails no Board members reported any criticism of the election from the general membership.
- Approved the ExComm's recommendations for review of the 2007 election.
Treasurer Elected.
On August 2 by e-mail the NomComm nominated Russ Loomis as Treasurer, which the Board approved.
ExComm Meeting on August 6, 2007
Joe Jamison, President, Chris Hopkinson, Vice President, Russ Loomis, Treasurer, Nancy Guth, Secretary, and John Hughes, Managing Director participated in the conference call.
The ExComm:
- discussed the policies and procedures for future elections of Directors.
- reviewed the draft charge to the Committee on Board Elections.
- discussed a possible amendment to Bylaws election schedule.
- reviewed a possible amendment to the Constitution re: RAAM and the UMCA.
- discussed future UMCA strategies, recognizing that the UMCA must continue to grow.
Board of Directors meeting on September 6, 2007
The Board met by conference call. Fred Boethling, Ken Bonner, Terri Gooch, Nancy Guth, Chris Hopkinson, John Hughes, Joe Jamison, Russ Loomis, Muffy Ritz, Mike Roark, participated. Jerry Segal was represented by proxy. The Board:
- Heard an address by John Marino.
- Reviewed and discussed the allegations made in the formal letter from John Marino relating to the last election of directors. The Board also reviewed and discussed the Executive Committee's recommendations. The Executive Committee's review included the entire election process, from the call for nominations through the final process to tally the ballots.
- The Executive Committee found that no instance where John Hughes, or any other Director, Officer, or member associated with the election process violated the Bylaws, election rules or procedures. Thus, Hughes and the others retain the full support of the Board.
- The Board reconfirmed the decision by the Board on June 27, 2007 that the results of the 2007 election stand and that the current Board is duly constituted.
- The Board discussed the aggressive campaigning during the 2007 election. The Committee on Board Elections is addressing those issues and will soon report to the Board.
Joe Jamison
President