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UltraMarathon Cycling Association, Inc.
Board of Directors Report
October 2007
We will report monthly on the Board of Directors' activities, both on the website and in the magazine. This report includes the following:
- Message from the President
- Election policy and procedures for electing Boards of Directors
- Working Group on UMCA Policy on Banned Substances
- UMCA Members Rally 2008: Texas Hell Week
- Highlights of Board and Committee meetings
I. Message from the President
To the UMCA Membership
Last month, we discussed the formation of an Elections Review Committee to address the next election of directors. We emphasized the need for this next Board to be prepared to meet "the test of time". Meaning it must be prepared and qualified to establish policy that will enable the organization to truly become a international organization. This committee has also been acutely aware of the lessons learned from the last election. One of those lessons was that the guidelines must be stronger and more visible to all participants.
Participant in this case means not just nominees, but all members as well.
Our voter turnout, although it was the best since going non-profit, was terrible. The committee is looking at everything, from strategies to improve member awareness of the election, to changing the schedule of the election itself to avoid the distraction of holidays. We are determined to see a minimum of 500 votes cast. This would double the turnout in the last election.
The Board of Directors met by teleconference on Monday, October 8, and unanimously approved all the recommendations of the Elections Review Committee. I am implementing two of the recommendations of the Review Committee:
- Establish an Elections Committee of Board and non-Board members. This committee has the responsibility of implementing all of the policy decisions about the election, which have been approved by the Board of Directors.
- An Elections Chair will be appointed by my office. The Chair will have the responsibility of seeing that all rules established by the Elections Committee are understood and followed by nominees.
The importance and magnitude of the work by the Elections Review Committee has dominated the efforts of those involved in the process. Teleconference calls on a near-weekly basis have transpired since early August in order to bring the process to this point. I am deeply grateful to the members of this committee for their sacrifice. The expertise each has brought to the table has proved invaluable to the product produced. That isn't to say that progress hasn't been made in other areas as you'll read elsewhere is the following reports.
Let me thank the following UMCA members for stepping up to important positions:
- Terri Gooch as RAAM Qualifiers' Representative to the Board
- Russ Loomis, UMCA Treasurer, as Chair of the Finance Committee
- Chris Hopkinson, UMCA Vice President, as Chair of the Program Committee
What's up for the future?
Historically ultracycling has not had the drug problems that plague the pro peloton. Drug use is a result of prize money and our events offer very small purses. Nonetheless, as the sanctioning body for ultracycling we have the responsibility to assess the potential for drug problems in our sport and then to develop appropriate policy. I have appointed a working group chaired by Vice President Hopkinson to carry out this assessment and make recommendations to the Board.
Some members have wondered how the membership can get closer to the governance process. One suggestion is a national conference or some similar should be held at least once a year. I am pleased to announce that Texas Hell Week in Fredericksburg, TX, March 15-22, 2008 will be our first national conclave. I've been going to Texas Hell Week since 1994. Hell Week is the perfect site to kick off the annual meeting and Nick Gerlich has the skills to set up a great program!
We also have been and will continue to draw more members into committee work as a way of familiarizing them with the "gears of the machine" and improving the pool of qualified Board directors.
We hope you had a successful and safe season of cycling. We'll do all we can to see that 2008 offers you every opportunity for an even better season.
Joe Jamison
President, UMCA
II. Policy and procedures for electing Directors for the 2008 and subsequent elections.
This is a summary of the decisions by the Board of Directors about the procedures and rules for the 2008 election. For more information go to
Election Rules and Procedures.
Joe Jamison appointed the Elections Review Committee to develop policies and procedures for Board elections. The included Joe Jamison, chair, Nick Gerlich, Robert Giacin, Nancy Guth, Chris Hopkinson, John Hughes and Russ Loomis. Gerlich and Giacin were unsuccessful candidates in the last election; it was very helpful to include their perspectives.
From the outset Jamison stressed that the Board of Directors has determined that the last election of directors is over and that it is imperative that the UMCA move forward. Developing recommendations for the future elections is the critical task.
The Jamison committee recognized that it had several objectives:
- Define an annual electoral process that produces Boards of Directors capable of and committed to providing strategic leadership for the UMCA for the next five to ten years, in Jamison's words boards that meet 'the test of time."
- Define an annual electoral process that results in Boards, which are capable of stewardship for our increasing assets. The UMCA is changing, in Nick Gerlich's words, from a home-based business to a corporation with restricted gifts and a significant asset, the Race Across AMerica.
- Establish a process that nominates candidates with the qualifications to meet the first two objectives.
- Establish a process that provides substantial information to the membership about each candidate's views on the issues facing the UMCA, so that Directors are elected based on what each can contribute to the Board rather than on popularity.
- Develop new rules and procedures to address the aggressive campaigning in the last election.
- Find ways to increase voter turnout.
The common thread through the objectives is developing processes so that the best-qualified candidates are on the ballot and the most qualified candidates are elected.
Elections Committee
Thus, the first key recommendation is that the UMCA establish an Elections Committee for each election. The committee will have the responsibility of nominating a diverse set of candidates for the Board. The committee also will develop communications channels to inform the membership about the candidates and their positions on the issues.
Further, the committee will work to increase voter turnout so that the elected Directors reflect the memberships' views. Each year the committee will review the prior election and then define the rules and procedures for the upcoming election.
The committee will have seven members voting members: three Board members, three non-Board members and the Managing Director. The President will appoint the committee with the concurrence of the Board.
To work with the committee the President will also appoint a volunteer Elections Chair to handle all of the administrative tasks for the election. The Elections Chair will be an ex officio non-voting member of the Elections Committee.
Voter Turnout
The Jamison committee made two important recommendations to improve voter turnout:
- Per the Bylaws the ballot is included in the November UltraCycling and members are expected to vote during the holiday period. The committee proposed changing the schedule so that the ballot is mailed in January, avoiding the busy holiday period.
- Per the Bylaws the ballot is printed in UltraCycling. The committee proposed changing the Bylaws so that the ballot may be sent in a separate first class mailing.
The Elections Committee will develop other ways to increase member participation and welcomes suggestions from the membership!
Nominations
The Elections Committee will have the responsibility of nominating candidates for the Board. As noted above the goal is to elect Boards, which are capable of providing strategic leadership for the UMCA and stewardship for our increasing assets.
Any UMCA member in good standing who meets the minimal criteria may apply to be a candidate for the Board. The criteria are:
- UMCA member for at least three years so that the individual is familiar with the UMCA and the issues we face.
- History of substantial volunteer service in the UMCA or another cycling-related not-for-profit, indicating that the member will be an active Board member.
- Familiarity with the issues of management and governance (legal issues, board operations, etc.), preferably through service as an officer/director/trustee of a corporation. Similar experience with a not-for-profit is a plus. This indicates that the member understands governance and the role of the Board.
The committee will nominate a strong group of candidates who are diverse with respect to age, gender, race, geographical location and type of participation in ultracycling. (i.e., active racers, Year-Rounder participants, crew, officials and general fans of the sport.) The committee will nominate more candidates than seats to be filled so that the membership has a range of choices.
Provide Information
The Elections Committee will facilitate the sharing of information instead of aggressive campaigning. The committee will assist the candidates in providing information to the membership about the candidates' views on the issues facing the UMCA and on the candidates' backgrounds. Actions will include, but are not limited to:
- publishing a brief candidate's statement with the ballot, and
- publishing a lengthy candidate's statement on ultracycling.com including (if the candidate wishes) an e-mail link and phone number to talk with the candidate.
Each of the ways of providing information to the membership will be equally available to all candidates.
Campaigning
During and after the last election there was criticism of aggressive campaigning. The Jamison committee recommended that the Elections Committee define a list of campaign practices that are unacceptable during the election. The list of proscribed activities will include, but is not limited to:
- any member publicly endorsing another member.
- any mass distribution of election-related information to members via any media, for example regular mail, e-mail, telephone or fax.
Every UMCA member is expected to refrain from any of the proscribed activities.
Ballot Processing
The committee recommended that the ballot-processing procedures be substantially the same as in the last election. The procedures will include, but are not limited to:
- mailing the ballots to a disinterested UMCA member. "Disinterested" means a person who will not be personally affected by the outcome of the election and none of whose relatives or significant other will be affected by the outcome.
- every UMCA life, annual and family is eligible to vote. To validate the ballots each voter must have a signed UMCA membership form on file in the UMCA office. The signature on each ballot will be compared to the signature on the membership form.
- a committee of at least three disinterested UMCA members will count the ballots.
- a disinterested CPA or attorney will supervise the tallying of the ballots and will report the results to the Board.
III. Working Group on UMCA Policy on Banned Substances
Since 2001 the race management of RAAM has taken urine samples from some of the competitors and tested for banned substances; however, no racer has tested positive. Given the current with banned substances in the pro peloton, President Jamison has appointed a working group to assess the situation within the UMCA and then make policy recommendations to the Board. The group is:
- Chris Hopkinson, UMCA Vice President
- Drew Clark, UMCA Records Chair
- Terry Zmrhal, RAAM Race Director
Their charge is to
- Review the history of drug testing in RAAM and in the UMCA.
- Assess the probability that some UMCA members may be using banned substances.
- Research the policy of similar organizations: the Cycling Time Trials in the UK and the Audax Club Parisien.
- Estimate the possible costs of testing alternatives.
- Report their findings to the UMCA's Executive Committee.
Based on the assessment and discussion with the ExComm the working group will know how to proceed with respect to analyzing mitigation alternatives.
IV. UMCA Members Rally 2008: Texas Hell Week
The UMCA is an unusual bike club. If you belong to your local bike club, you probably go on weekend rides and get to know your club mates. The UMCA is much more anonymous. If you are active in the Ultracycling Cup, traveling to different races, you get to know some of the UMCAers. Admittedly, UMCA members are a bit extreme — how many people do you know who think it's fun to ride a century, and then another one the next day, and then another one!
Come to Texas Hell Week! Meet your Board of Directors and your Officers. Meet other folks who enjoy back-to-back centuries.
Our first national conclave is Texas Hell Week in Fredericksburg, TX, March 15-22, 2008. The hill country around Fredericksburg includes hundreds of miles of roads - an incredible place to ride. Note that it is "the hill country." The typical century has 4-5,000 feet of climbing.
Nick Gerlich, the former UMCA and RAAM director, organizes Hell Week. In addition to the Rides of March he'll also organize informational seminars. Check out: http://hellweek.com
We hope to see you in March!
V. Highlights of Board and Committee meetings
Board of Directors meeting on October 8, 2007
Fred Boethling, Ken Bonner, Nancy Guth, Chris Hopkinson, John Hughes, Joe Jamison, Russ Loomis, Muffy Ritz, Mike Roark, Jerry Segal, Cindi Staiger and Merry Vander Linden participated in the conference call. Nick Gerlich who served on the Committee on Board Elections also joined the call.
The purpose of the meeting was to act on the recommendations of the Jamison Elections Review Committee. The Board discussed and approved all of the recommendations by a vote of 12-0. The recommendations are summarized in Part II of this report (above). The Board also amended the Bylaws as necessary. The text of the amendments is at the end of this report.
Finance Committee meeting on October 15, 2007
Joe Jamison has appointed a highly qualified Finance Committee to develop funding plans to support our strategic plans and also to provide stewardship of our resources:
Russ Loomis, Treasurer, UMCA Board of Directors, multi-year luminary in the Ultracycling Cup and Year-Rounder, Hub Ride leader, Contributing Editor to UltraCycling, lives in Williamsburg, MA.
John D'Elia, randonneur and RAAM veteran, UMCA record holder, attorney, lives in Middleton, CT.
John McClellan, randonneur, UMCA record-holder with his daughter, contributor to UltraCycling, on the board of Athletes Racing for Charity, Chief Executive Officer of an international energy company, lives in Concord, MA.
Jerry Segal, UMCA Board of Directors, randonneur, PAC Tour veteran, Chief Finance Officer of a large charity, lives in Indianapolis, IN.
Dan Wallace, randonneur and multi-time veteran of 1200 kms, contributor to UltraCycling, management consultant, President/Director of an Orlando FL non-profit social service agency, lives in Maitland, FL.
John Hughes, Managing Director, ex officio
Joe Jamison, President, UMCA, ex officio
The Finance Committee met by conference call on Monday, October 15. Russ Loomis, Treasurer, John D'Elia, John Hughes, Joe Jamison, John McClellan and Dan Wallace.
Participated in the call. Jerry Segal could not participate; however, before the meeting he sent his comments on the financial statements.
The Finance Committee:
- Reviewed the income and expense statement as well as the third quarter balance sheet and concluded that the UMCA's finances and control processes are strong.
- Decided that the President and Treasurer should have read-only electronic access to the UMCA's bank accounts in order to improve Board oversight.
- Discussed the strategic direction of the UMCA and the possible financial scenarios to meet the needs of a UMCA that is growing in both membership and programs.
- Approved a resolution to change signature authority on the UMCA's bank accounts to include the new officer and recommends that the Board approve the resolution. With Board approval, the following officers will have signature authority:
- John Hughes, Managing Director
- Joe Jamison, President
- Russ Loomis, Treasurer
- Nancy Guth, Secretary
- Discussed how to account for expenses such as telephone and computing that pertain both to the UMCA and to Hughes' coaching activities. The committee agreed that the expenses should be pro-rated 90% to the UMCA and 10% to the coaching based on the amount of time Hughes spends on each activity.
- Requested that Hughes provide a preliminary 2008 budget by November 15, 2007.
Executive Committee meeting on October 22, 2007
Joe Jamison, President, Chris Hopkinson, Vice President, Russ Loomis, Treasurer, Nancy Guth, Secretary, and John Hughes, Managing Director participated in the conference call. Fred Boethling, RAAM President/CEO and Steve Larson, of Johnson & Repucci, LLP, the UMCA's attorney participated in the call.
The purpose of the meeting was to review the UMCA's purchase of the intellectual property of RAAM and the subsequent licensing to RAAM, LLC of Colorado the rights to produce the race.
Jamison, Hughes and Larson had talked the previous Friday with John Lee Ellis participating in part of the conference call.
Jamison began the meeting of the ExComm by saying that, based on his review of the RAAM acquisition and licensing, he had determined that everyone involved had acted with integrity. Further, he recognized that the objective was to save RAAM and put on the 2007 race and everyone had to act very quickly to accomplish that.
Larson reported that based on his review he found nothing illegal. The committee then discussed the current relationship between the UMCA and RAAM, which is complex. The UMCA and RAAM are partners in trying to promote the sport of ultracycling and the partnership requires close cooperation. The UMCA also has invested in RAAM, which should be an arm's length business relationship.
During the discussion the group also identified a series of issues concerning the future relationship of the two entities that warrant further discussion.
Amendments to the Bylaws
Approved by the Board on October 8, 2007
Article 3: Directors
Section 6. Elections
Vacancies for positions on the Board of Directors shall be filled in the following manner: The Board shall establish nominationTHE ELECTION procedures AND SCHEDULE each year not later than the September-October issue of the newsletter for any position which is vacant or whose holder's term will expire that year AND SHALL SEND THE PROCEDURES AND SCHEDULE TO THE MEMBERS BY OCTOBER 31, DETERMINED BY POSTMARK.
A member may submit his/her own name as a PROSPECTIVE candidate for current vacancies in accordance with the nomination procedures established. Each candidate may submit a short statement of interest and qualifications as a director, to be printed and included with the ballot. THE BALLOTS SHALL BE MAILED AND RETURNED PER THE SCHEDULE ADOPTED BY THE BOARD. The ballot shall be included in the November-December issue of the newsletter. Completed ballots shall be returned within forty-five days (by postmark) of the date of mailing of the newsletter.
Article 7 Corporate Records, Reports and Seal
Section 4. Members' Inspection Rights
Each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:
a. To inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon written REQUEST demand on the Managing Director of the corporation, which demand REQUEST shall state the purpose for which the inspection rights are requested. The Managing Director and/or the Executive Committee shall review each request to ensure THAT THE STATED PURPOSE IS CONSISTENT WITH THE UMCA'S PURPOSE AND the continuing privacy of membership. IF THE REQUEST IS APPROVED THEN THE REQUESTING MEMBER MAY INSPECT THE LIST OF ONLY THOSE MEMBERS WHO HAVE GIVEN PERMISSION TO PUBLISH THEIR CONTACT INFORMATION. THE REQUESTING MEMBER SHALL ONLY REVIEW THE MEMBERS' NAMES AND POSTAL ADDRESSES; NOT TELEPHONE NUMBERS OR E-MAIL ADDRESSES. The Executive Committee reserves the right to refuse access to membership records and in such case will provide the requestor with a sound reason for refusing access.
b. To obtain from the Managing Director of the corporation, upon written REQUEST TO demand on, and payment of a reasonable charge to, the Managing Director of the corporation, a list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand REQUEST shall state the purpose for which the list is requested. THE MANAGING DIRECTOR AND/OR THE EXECUTIVE COMMITTEE SHALL REVIEW EACH REQUEST TO ENSURE THAT THE STATED PURPOSE IS CONSISTENT WITH THE UMCA'S PURPOSE AND TO ENSURE THE CONTINUING PRIVACY OF MEMBERSHIP. THE EXECUTIVE COMMITTEE RESERVES THE RIGHT TO REFUSE ACCESS TO MEMBERSHIP RECORDS, AND IN SUCH CASE WILL PROVIDE THE REQUESTOR WITH A SOUND REASON FOR REFUSING ACCESS.
NO MEMBER SHALL HAVE ACCESS TO THE MEMBERSHIP RECORDS DURING THE ELECTION PERIOD.
IF THE REQUEST IS APPROVED THEN REQUESTING MEMBER WILL RECEIVE A PRINTED COPY OF THE LIST. THE LIST WILL INCLUDE ONLY THOSE MEMBERS WHO HAVE GIVEN PERMISSION TO PUBLISH THEIR CONTACT INFORMATION. THE LIST WILL INCLUDE MEMBERS' NAMES AND POSTAL ADDRESSES; NOT TELEPHONE NUMBERS OR E-MAIL ADDRESSES. THE MANAGING DIRECTOR WILL PROVIDE THE LIST WITHIN TWO WEEKS AFTER THE REQUEST IS APPROVED OR AFTER THE DATE SPECIFIED THEREIN AS OF WHICH THE LIST IS TO BE COMPILED.
Article 11 Members
Section 1. Determination and Rights of Members
There shall be the following kinds of memberships:
- Full memberships: FULL MEMBERS ARE LIFE MEMBERS, ANNUAL MEMBERS AND FAMILY MEMBERS. Each individual FULL member shall have one vote in UMCA elections. EACH LIFE AND ANNUAL MEMBER shall receive one subscription to each newsletter and/or journal published by UMCA. Each individual member shall be eligible to participate in ultracycling events sanctioned by the UMCA, to challenge records and to participate in competitions organized by the UMCA.
- Life memberships: Life memberships granted in the past shall have one vote in UMCA elections, and shall receive one subscription to each newsletter and/or journal published by UMCA. Each life member shall be eligible to participate in ultracycling events sanctioned by the UMCA, to challenge records, and to participate in competitions organized by the UMCA. No new life memberships will be granted by the UMCA.
- Other memberships: The Board may confer other memberships upon individuals or organizations. These memberships do not require dues to be paid and do not entitle the recipient to vote in UMCA elections nor serve on the Board. THE MEMBERSHIP MAY ENTITLE THE HOLDER TO PARTICIPATE IN ULTRACYLING EVENTS SANCTIONED BY THE UMCA AND TO CHALLENGE RECORDS. They may entitle the holder to receive a copy of the newsletter and other UMCA publications. They may attend UMCA meetings. The Board may create categories of other memberships as it sees fit.
The following is added at the end of Article 3
Section 6: Elections
THE DIRECTORS OF THE RAAM QUALIFYING RACES("QUALIFIERS") SHALL ELECT ONE OF THEIR NUMBER NOT ALREADY SERVING AS AN ELECTED DIRECTOR TO SERVE AS A DIRECTOR ON THE BOARD. THIS DIRECTOR SHALL NOT BE ELIGIBLE TO BE ELECTED PRESIDENT, BUT MAY BE ELECTED TO ANY OTHER OFFICE OR APPOINTED TO ANY COMMITTEE OR POSITION IN A LIKE MANNER AS ANY DIRECTOR ELECTED BY THE MEMBERSHIP.
EACH YEAR WHEN THE BOARD ESTABLISHES THE SCHEDULE AND PROCEDURES FOR ELECTING THE GENERAL DIRECTORS, THE BOARD WILL ALSO ESTABLISH THE PROCEDURES AND SCHEDULE FOR THE ELECTION OF THE QUALIFIERS REPRESENTATIVE.
THE DIRECTOR(S) OF EACH QUALIFIER SANCTIONED FOR THE PROSPECTIVE RACING SEASON IN THE CURRENT CALENDAR YEAR HAS ONE VOTE. IF THE DIRECTOR(S) ORGANIZE MORE THAN ONE QUALIFIER THE DIRECTOR(S) SHALL HAVE ONLY ONE VOTE.
THE RAAM QUALIFIER REPRESENTATIVE WILL BE ELECTED FOR A ONE-YEAR TERM OR UNTIL HIS/HER SUCCESSOR IS ELECTED.
THE RAAM QUALIFIER REPRESENTATIVE CAN SERVE A MAXIMUM OF TWO SUCCESSIVE TERMS AS THE RAAM QUALIFIER REPRESENTATIVE.
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