International Comanche Society, Inc. Minutes from TeamSpeak Meeting January 16, 2018 By LaVerne Stroh, Secretary

Transcription

1 International Comanche Society, Inc. Minutes from TeamSpeak Meeting January 16, 2018 By LaVerne Stroh, Secretary Note: Motions and voting are in bold black font Action items are in bold blue font 1. Pat Donovan, President, called the meeting to order at 8:03 PM EST 2. Roll Call by LaVerne Stroh Officers: President Pat Donovan Present Vice President Bob Williams Present Treasurer Bob Berry Present Secretary LaVerne Stroh Present Past-President Av Shiloh Present Voting Tribe Chief/Tribe Representatives Tribe Rep SW Scott Myers Present Tribe Chief/Rep SC Bob Cretney Present Tribe Chief/Rep SE Jeff Munford Absent Tribe Rep Mid States Doug Linville Present Tribe Rep NW Bill Case Present Tribe Rep NC Hank Spellman Present Tribe Chief/Rep NE C J Stumpf Present Tribe Chief/Rep W Canada William Hughes Present Tribe Chief/Rep E Canada Bryan McDougall Absent Tribe Chief/Rep Europe Kate Burrows Absent Tribe Chief/Rep S. Africa Russell Knowles Absent Tribe Chief/Rep Australasia Alan Breen Absent Non-voting Board Member CFF President Mike Foster Present Non-Voting Guests ICS Member SE ICS Member NE Les Thomas Pete Morse Quorum: There were twelve (12) voting members present. Av stated he wanted to know who the voting members were. Av stated he is specifically asking about CJ. Pat stated CJ is a Tribe Representative and is a voting member. Av stated that is negative.

2 Pat stated there is no negative. She has been and is a voting member. Pat asked LaVerne if that was correct. Pat asked LaVerne if we have heard from anyone in the NE tribe stating they have a different tribe representative. LaVerne stated she had an from CJ saying that they do elections; everything stayed the same up there. LaVerne did not want to paraphrase it or get it wrong but it had something to the effect that they do elections when needed or as someone says they want to be an elected member. Av objected. Pat stated the objection was noted, but we are moving on. 3. Reimbursement of Oshkosh Expenses for 2016 and 2017 Pat stated this particular meeting is called because we have issues with regards to the expenses for 2016 and 2017 Oshkosh tent and we have to make plans of what we re going to do in Pat stated he would like to address the reimbursement issue first. Pat asked if anyone has not had the opportunity to read the s of minutes and other s that have gone out in the last two days. Bob Cretney stated he read through them but just to summarize, what are the names of the people who have submitted expenses for which years. Pat stated for 2016 CJ and Pat both submitted expenses. Pat was reimbursed. CJ was not. For 2017, both submitted expenses. Pat was partially reimbursed. CJ was not. Bob Berry stated he objected to that. CJ did not submit expenses in CJ stated she did submit expenses in 2016 and that she and Bob Berry exchanged s about them Bob Berry asked her to send them over to him. CJ stated she and Bob exchanged s and asked Bob Berry to do a quick search of his box for their exchanges in the order of August through November of Bob Berry asked CJ to submit them over to him. Bob stated CJ supposedly has them and he doesn t. Pat stated we would skip those for the moment and asked Bob Berry if he had those. Bob Berry stated he had them.

3 Pat asked him the reason he had not paid them. Bob Berry stated he stated the reasons in his s just recently. Pat asked Bob Berry if he wanted to go against the board motion that allowed up to $2000 reimbursement at the discretion of the committee. Bob Berry stated he thought Pat had it interpreted wrong. Pat stated Bob Berry has it interpreted wrong. It is at the discretion of the committee members for what they submitted. Bob only partially reimbursed Pat s and never explained why he did not reimburse for the other amount and asked if Bob would care to do so now. Bob Berry stated he has (explained it) in s to Pat. Bob stated he is tired of constantly reiterating himself to Pat. It is becoming a waste of time. Pat s reimbursements were made for the items that were pertinent to the operation of the tent. Pat asked if when he paid $18 for the lunch for the volunteers and the presenters at the tent one day was not in support of tent operations. Bob Berry asked Pat to send him a copy of the that said it was for that. All the said was Subway sandwiches for $18. Pat stated that was not correct. The receipt said that but in the spreadsheet Bob Berry received it said volunteer lunch. Bob Berry stated it had to come from Pat as to what it was for; don t start side slipping and continually changing the story as you continually do. Bob stated the receipt came to him for a Subway sandwich. How does he know what it is for? When he objects, Pat changes his story. It has to be for all the people who were in the tent. It wasn t submitted that way. The bill doesn t say that on it. William stated if he reads the motion, what he read was that we asked some volunteers to go and to host this tent for two years. We told them we would pay their expenses. They submitted the expenses. Apparently there is a disagreement about what that means or what the expenses are. In his mind, if we authorized people to spend money at their discretion, then we should pay their expenses up to the specified amount. William asked if there is a motion we can make that we can just get past this business of interpretation so we can say unanimously as a board we would like to spend and reimburse the expenses, maybe not unanimously, but that would be clear and unambiguous. Bob Berry asked if that would include the travel, airplane tickets, and Uber. William stated yes; absolutely.

4 Pat stated William was free to make that motion. William stated he is asking Bob specifically would that cause this to come to an end or would there be more objections. Bob Berry stated William could make the motion. Bob stated the board, if you look at the s, didn t say okay for it. Make the motion and we ll vote on it. Av stated he thinks there is also a lack of knowledge of the history. We have never ever paid for someone s airline tickets, Uber rides, dinners, meals, snack bar at the airport. This would be the first time, if we approve it. It would be the first time in the history we have done that. Pat agreed to a point; but essentially what we reimbursed or we paid Ray Fey in 2015, it was specifically with the expectation that was reimbursement for all of his expenses, hotels, travel, food, you name it. Av stated at that time we had no choice. We were between a rock and a hard place and we had a difficult discussion about it on the board. That is when we were glad when someone else stepped up to do it because we all assumed in good faith that they would carry the duty the same way as everybody else has; the same way Don Nelson, Dave Fitzgerald, and the same as Pat. Av stated he didn t ever recall Pat putting in for snack bar at the airport or for a taxi ride. Again, this would be the first time we would be doing that and the person in charge of it, the chairman of the committee who was given this discretion. It is unusual when their expenses are greater than all of the other expenses combined. Perhaps had we known this, we would have hired another person again. If we were to put out to our membership that we would gladly reimburse hotels, airlines, meals, and whatever, we would probably have many takers for that position. Pat stated that was a nice statement but he believes Av is incorrect in many ways. Hank moved the Treasurer be instructed to pay the unpaid Oshkosh expenses as claimed for 2016 and 2017 within ten days. Bob Berry stated he does not have any 2016 bills. He never received any bills. If CJ says she sent them, they were never received by Bob. Whatever the bills are, they go counter to everything. First, we have to know what the bills are. Hank asked if there is a second. William seconded the motion. Bob Cretney stated the way to get around this thing with the Treasurer not knowing what is going on is to submit those receipts or invoices to the President and have

5 the President submit them to the Treasurer. That way you have a record or paper trail of where this is going and there can t be any more denials that you didn t get it. Hank stated the bylaws forbid somebody endorsing his own expenses so Pat s expenses would have to be approved by someone other than Pat. Pat stated he understood and agreed. Pat stated his expenses were approved by CJ as chairman of the committee. Bob Berry asked about voting for Pat s expenses. Pat stated how about anybody voting for anything. That is irrelevant at this point. Bob Berry asked how it is irrelevant if Pat is voting for payment for himself, for personal expenses like Uber and so on Pat stated the expenses were approved by people at the 2015 board meeting, including all of the trustees that were there. If you want to go back and change something in the future, you can do that; but you can t change it in arrears. Bob Williams stated we have a situation here where the chairman of the committee is fielding all of the questions and answers. That would not be appropriate under Robert s Rules. Bob asked if Pete, who is not a board member, would please stop recording. This is only going to get into a shouting match down the way. Bob stated he would appreciate it if Pete would stop recording. Bob Williams stated everyone has a change to talk twice for a maximum of five minutes and asked Pat if he would like to relinquish the chair and (have Bob) manage the meeting. Pat stated Bob could take over the meeting. Bob Williams stated we have a motion on the floor. Everyone will get a chance to talk for a maximum of five minutes twice. The first thing Bob wanted to know is if everyone had a chance to read Bob Berry s explanation of why he is or isn t paying and also CJ s rebuttal to that. Bob stated he thinks everybody got a copy of it and if not let him know if you did not get it. Hank suggested we discuss this only if anybody doesn t have their mind made up and vote if everybody has their mind made up. Bob Williams stated that was fair; although he would like to have one conversation per person. We ll start at the top and go down. Bob called on Scott. Scott stated he is not ready to make a decision based on what he heard so far. Scott agreed there are issues with staffing at Oshkosh. It is a horrendous job and it

6 is great we get volunteers to do it. We do need to encourage volunteers somehow to participate and keep that going since it is important to us; however, historically he remembers Fitzgerald and Don and Shirley Nelson manning the tent not only at Oshkosh but at Sun n Fun. For many years they did that all at their own expense. He doesn t recall if there were any reimbursements; but they weren t reimbursed for their travel, meals, hotels; all of these things he thinks CJ is taking license with these discretionary funds. In defense of her, the word at your discretion is probably what was voted on; but that is probably what was agreed to so we are going to have a little bit of a hard time that her discretion means something other than that. Scott stated he knows for himself that he was aware of the fact that people did not submit expenses for everything they did. We have all, or most of us who have volunteered to go to events and do things, have paid our own way, our room and board essentially to be there. Scott stated while we need to encourage people to participate in these events, and it apparently isn t as easy as it used to be, that doesn t give them free reign to just charge their entire trip to that. Scott wants people to view this historically also. If he voted, and he believes he did vote to approve the expense, he certainly did it with the expectation that our committee would not be charging all of their expenses; only for the stuff necessary for the operation of the tent. He would include things like lunch for the volunteers. He would not include transportation to and from Oshkosh or transportation around town in Oshkosh. We all rented cars at our own expense to do that. That was his frame of mind when he said yes to discretionary expenses. Scott stated he isn t sure he will be comfortable saying yes to paying all of the expenses because historically is what he is basing his expectation on and that is certainly not the case here. If we do vote for it, he will certainly argue strongly that we don t just throw out an open checkbook next time and be very specific about what we cover and what we don t. Bob Williams called on Av for comments. Av stated he would echo pretty much what Scott said. He would also go back to those meetings where we did approve it. The board had a big concern, and it shows up in the meetings where we said when we paid $2000 to Ray, we were very concerned about not setting a precedent. That is why it was a relief to have our own volunteers doing this because we figured they would be very judicious in using the expense account. This is the first time ever, if we were to pay this, that we paid for someone s Uber ride to the airport. Av stated that Bob asked if everyone read the s that were passed. He did read CJ s . The first sentence is inaccurate in that it states she joined the board in It was 2014; but that is neither here nor there. Av stated he wanted to read the first paragraph that reads I was, since joining the ICS board in 2015, well aware of ICS operating on a shoestring, seemingly due to its abysmal failure to attract charitable donations and new members, and to prevent the rapid recent erosion in its membership numbers. Av stated when he reads something negative like that it bothers him. Speaking to what was said on the history. The history of ICS is that we are a bunch of volunteers. We do the best we can. We donate our time. We donate some of our expenses. Av stated he helped out at the booth many times and never received a

7 penny of reimbursement. It is the volunteerism that is the spirit of ICS. Av stated when we start with this type of expense reimbursement, we are taking a big step and showing a big precedent, which is specifically what we wanted to avoid when we made the decision to approve the $2000 in the first place. Bob Williams called on Bill Case for comments. Bill stated he is conflicted. He is appreciative of all of the efforts the volunteers have put into Oshkosh and making it a great experience with a special thanks to Pat for the years he did and where there was never an issue like this. Bill stated he understands in this world of expensive airplanes expenses are always an issue. He has certainly appreciated volunteers that do this. Bill stated he voted for the budgets involved with an assumption that things would be more or less like they always have been. He is most troubled by or the most important question he wanted to ask is it is his understanding that a 501(c)(7) operation that reimbursing people for travel might be not allowed. It was his impression CFF got formed so that people could deduct their expenses when they went to meetings, training and that sort of thing. Bill wondered if we are perhaps making a big mistake. We may have made that mistake with Ray Fey but continuing the mistakes we don t wish to do. Bill stated he is very uncomfortable reimbursing travel expenses. He is uncomfortable and agrees with Scott and Av have said so far. Pat stated he wanted to address Bill s point in regard to compensation. Compensation does not include actual and necessary expenses that occurred by a volunteer. That is Kansas state statute. As long as that is part of the activity the volunteer is performing for a non-profit. So, there is no issue there. Bob Williams called on Bob Berry. Bob Berry stated he did not think we ever voted for the $2000. We left it in the budget. We never voted for that; but he is going to pass. Bob Williams called on Hank. Hank stated several years ago the motion was passed to reimburse expenses up to $2000, with expenses at the discretion of the committee. The committee decided that these were legitimate expenses. Once it was said with discretion and the committee was given the discretion to decide what were legitimate expenses, up to $2000, you lost control because you essentially made a contract with these people and they acted in good faith with that contract. If you change your mind, it s too late. You can change it for the future; but you can t change it for what s past. That is very important. You have given the word of the board and now some people want to go back on their word. Hanks question is who are you going to get to do this in the future? For the past few years, nobody has been willing to do it for nothing and what are you going to do for next year. Bob Williams called on LaVerne.

8 LaVerne stated when this came about she was new to the board and was sure they all remembered her questioning Oshkosh, should we stay there because of the expenses, and were we getting anything back. LaVerne stated when she voted for the committee to take this over it was her understanding the committee was going to save us the money we were paying Ray Fey. Maybe she was mistaken in what she voted for but that is what she thought she voted for. In 2016, the expenses were minimal. That is what she thought we would be doing from then on. Maybe that was an assumption on her part and maybe should not have made. There is one thing in CJ s that stood out and concerned LaVerne and that was where she said she was an employee of ICS. LaVerne stated she is not sure what that means; but if we reimburse for these type of expenses she believes we need to send her a 1099 and she ll leave it at that. Bob Williams called on William. William s position is after reading the minutes of the meeting and what is recorded there, it says we agreed to pay up to $2000 at the discretion of the committee. The committee submitted its expenses, mutually agreed among the committee that those were legitimate and should be reimbursed to the parties identified. William says we are obligated to pay the expenses the way they are; otherwise we call our credibility into question and our ability to make agreements with people in the future will be very difficult. He knows in his experience if someone asks him to go and do something somewhere on a piece of work for whatever reason, whether he was paid for it or not and then said they would reimburse expenses up to $2000, he wouldn t bat an eye at imagining his travel or other things would be reimbursed and the lack of anything that says what is or is not specifically. When it is says at the discretion of this set of people, we have to pay it. If we want to make sure in the future we either have a different Oshkosh committee or we put very clear limits around what is spent is perfectly reasonable; but for things that were done in good faith by people involved and were done in the past, William believes we should pay them, learn from it, and move on. Bob Williams stated the Oshkosh committee was three people. Bob stated he did not approve the expenses. He was on the committee as was Zach Grant. Maybe Zach approved them; but there was no meeting. Bob Williams called on Mike. Mike passed. Bob Williams called on Bob Cretney. Bob Cretney stated he would first like to reiterate what Hank Spellman said about the committee was given the job of making this work and it is up to the Treasurer to comply with whatever they said the expenses were. The other thing, which may be more important to the board and the organization, is we are setting an example

9 where you aren t going to get anybody to help whether you ask for being volunteers or if you want to try to pay them because 50% of nothing is nothing. Bob stated we need to get this over with, get them paid, and then go on and figure out what we are going to do next year. Bob Williams called on CJ. CJ stated she wanted to read the minutes of the April 2016 meeting when the committee was getting its guidance and to refresh the memories of those who weren t there at the time. The Oshkosh committee was created because ICS had run out of people who would do the job and we all agree we wanted to continue to go Oshkosh, or some were thinking it is too expensive and others felt it was important. So, we created this committee, and made CJ the chair. She wanted to mention that because Pat was just told he was arguing on his behalf as the chairman and Pat was not improperly doing that since CJ is his chair. CJ wanted to read from the April minutes because she has gone back through the last two and some years of minutes and the reason she wanted to put them out in great detail was because Bob Berry s selection of quotes was very selective. This should help. CJ was reading from the April 2016 board meeting minutes, section 8, Oshkosh/AirVenture Committee by CJ Stumpf and Pat Donovan. They went through how they were going to do this. Part of it reads Bob Williams stated in a discussion with Bob Berry, the budget for Oshkosh had not been changed for last year, so $2000 is budgeted for Oshkosh for this year. So, it is up to the committee to decide what they need to do,.. Av stated (in the April minutes) that we needed to keep track of the actual expenses for Ray. His work is volunteer time. Pat stated that was correct. The $2000 was supposed to be used for paying for accommodations but Ray camped in the ICS tent overnight. There were some food expenses. There was some discussion regarding the need for a motion. It was decided it was already approved in the budget. As you all know the board later decided it wanted to make a specific motion of discretion. Continuing on, the critical thing here is this idea that we need to track expenses and that those had not been tracked. Ray simply had a $2000 flat fee for his expenses. We all agreed in a situation with diminishing membership fees and diminishing membership numbers we really needed to focus on how to make the society valuable and available to its members and how to make Oshkosh a more efficient operation. As a result of that, the committee, Bob Williams included, decided they would try to focus on increasing membership numbers rather than selling goodies and doing Oshkosh as efficiently as possible. CJ then resumed reading from the minutes where Av stated he would not like that to be a precedent. CJ had asked if we could compensate some of the volunteers for their time in the tent or could the money be used for camaraderie for the Oshkosh team. Av stated he didn t want that to be a precedent. Pat stated the compensation for volunteers was the wrist bands. Av asked Hank for his opinion and Hank stated he felt it was the discretion of the Oshkosh team to spend up to the approved amount for Oshkosh but CJ or someone should be keeping track of expenses/items as they come up and use that as a basis for a standing rule. In a previous set of meetings, the people who had done Oshkosh commented to the board that this is by far the largest effort that we made. In addition, having

10 counted all the signature pages for the last six years of how many people come through the Oshkosh tent; whereas perhaps 100 people will come to a convention, we actually see 250 at the lowest and 350 at the highest the number of Comanche enthusiasts come by the tent. So, it is a very critical event for ICS. It is a very essential way we promote ourselves and show our value. So, the committee actually took its marching orders from this line discussion of which she just excerpted one part. The idea and their (the committees) understanding of the marching orders, in part, was to document what was a minimal very efficient approach to do the Oshkosh tent so we could keep the expenses down, improve the numbers as far as new members because that is really the lifeblood of the society both in terms of our social and education aspects and in terms of our revenue source. As a result, we had seventeen new members, and if you look at the previous board minutes we got three. So, we got seventeen new members in 2016 and something like twenty seven in As a result, the tent actually paid for itself in Normally, that is a $6000 cost and because we had such good sales, so many new members, and such good sponsors, we were able to give back all of the money to the budget this year. CJ stated that was their marching order as they understood it. That was why they did what they did, why they gave back such detailed accounting of the expenses and all of the things; obviously she had to pay people to come and stay and take over her farm while she was at Oshkosh. Bob William called five minutes; thanked CJ, and called on Doug. Doug stated he wasn t involved in the original agreement, but he is ready to vote on the motion. The discussions have pointed out that the agreement was made to pay the expenses; so he thinks we are obligated to do that. Bob Williams asked if anybody wanted to talk before Pat. Bob Berry stated he looked at CJ s she just sent him in regard to expenses. He needs bills for all of that. Bob stated if this is passed, he needs all of the receipts. CJ stated he already got them. She stated she has a USPS delivery confirmation, priority mail tracking number to his address. Bob stated she never sent the originals. She sent photocopies. She never sent the originals. He never received anything to his address. CJ stated that was not the case. She has a delivery confirmation of certified mail to Bob s address. Bob Berry stated he doesn t have it. Bob Cretney stated it doesn t matter if Bob Berry has it or not. CJ has a record she sent it. That is good enough.

11 Bob Williams stated we aren t going to have a committee of the whole try to get this completed. Bob called on Pat. Pat stated his only comment is with regards to the amounts and how they were submitted to Mr. Berry. In the past, both 2016 and 2017, were submitted as part of reports that were made to the entire board, including Mr. Berry. So, if he doesn t have the 2016 receipts at this point, and Pat suspects CJ probably does not have a copy of them either, they are in the report she sent, not the receipt but the amount. That should be sufficient for 2016 at least. Bob Cretney called the question. Av stated he would like to say something. Bob Williams stated he had already talked but he d give him ten seconds. Av stated it would take a bit more than that; but he recalled a conversation with CJ when he was president, directly from 2016 Oshkosh, where she wanted to take people out to dinner and whatever, and he absolutely disapproved it. The second thing is we gave it to the discretionary of the committee of which she was a chairperson and he thinks the key word is discretion. He doesn t think discretion was used. If this is what we promised this is what we should do; however, he would be averse to keeping the same committee for this year s Oshkosh without posting some ground rules. Apparently, the precedent we didn t want to set is about to be set for the first time. The chairperson of the committee is the bulk of the expenses. Bob Williams stated one other thing we are talking about here is a standard motion that was passed in One of our bylaws states any motion passed in any given year expires at the end of the year or twelve months. Even though we were very careful about that motion, it did expire in We were working strictly off the budget as opposed to authorization by motion. Bob Williams called the question and had LaVerne call the vote. Scott stated he wanted to ask a question. Bob stated he could ask one question. Scott stated he did not have in front of him how much the expenses were we were talking about. He remembers seeing a few that he questioned in terms of what kind of expense it was but doesn t remember the numbers and wanted to know the total amount we are talking about. Is it $2000 or is less than that. Bob Berry stated he thought it was $1600 for two years for CJ. There was about $500 in travel and ice and stuff. He never saw receipts for Let s just call the vote and get it over. Bob Cretney asked what the total was for CJ and Pat combined.

12 Bob Berry asked for each year. Bob Cretney stated that was what we were voting on is both years so yes. Bob Berry stated it was probably somewhere around $2200-$2300. Bob Williams asked if anybody had any other questions for clarification. Av stated he wanted to agree with CJ as to the importance of Oshkosh. It is important, it is a good thing. There isn t an argument about that. The argument is about volunteers and how they compensate themselves and how the chairman of the committee approves their own expenses. Bob Berry stated he feels very negatively that the other people who volunteered and worked didn t get compensated if the others get compensated. Pat stated the expenses he submitted for both years were directly and specifically for refreshments, equipment, stuff of that sort. He did not request reimbursement for anything else; lodging, travel, or meals. Hank stated since this happens to be a vote to essentially overturn the previous decision of the board it comes under the Roberts Rules of Order regarding motions previously passed and requires a two-thirds majority to overturn. So, if one third of the people vote for it, it would probably be deemed past. Hank stated he is a little bit shaky on that and he hopes we get a majority. Bob Williams stated to remember what he said that our bylaws say that every motion or resolution expires at the end of the year; we are not overturning anything since that was well over a year ago. So, this is a simple majority thing. Hank stated he disagreed but to go ahead. Pat stated that expires to the end of the year pertains to the standing rules and not to any other motion. Bob Williams stated the standing rule lasts forever but any other motion expires at the end of the year. Av stated Bob Williams is correct. Bob Williams called the question and asked LaVerne to read the motion. LaVerne stated she would read what she had and asked Hank to correct her if she was wrong. Hank moved the Treasurer be instructed to pay the Oshkosh expenses for 2016 and 2017 immediately. Hank stated he thought he said in ten days.

13 LaVerne will put in ten days. The motion Hank moved the Treasure be instructed to pay the Oshkosh expensed for 2016 and 2017 in ten days. The vote was taken. There was an objection by Av for CJ voting. Bob Williams stated there is an objection as to whether CJ is the representative for the NE tribe. At this point we will let her vote and decide whether or not if her vote is legitimate at the first opportunity. Av stated that is correct; but there is another objection which is CJ is an interested party since the bulk of the compensation goes directly to her. It would be very conflicted for her to vote for her own compensation. Bob Williams stated that was duly noted and CJ would not be voting. Bob Cretney objected to that and stated CJ should be able to vote and you sort it out later and he voted yes. Bob Williams stated we would note Bob Cretney voted yes but we are not counting CJ s vote since the money is going to her. LaVerne asked if we have Pat vote since some of the money is going to him. Bob Berry stated there isn t enough money going to him so he can vote. It s only about eighteen dollars. Pat stated he disagrees with Mr. Berry and Mr. Shiloh. On the principle of the thing, he is getting money; so even if he is allowed to vote, he is going to abstain. Bob Williams called for the final vote. Bob Cretney stated that was not true since LaVerne hadn t voted. LaVerne stated she is conflicted on which way to vote since there are tax implications here so she has to abstain to keep herself out of trouble. CJ stated there is something LaVerne needs to know that might be useful for all of us. Bob Williams asked LaVerne where the vote stood now and do we need clarification before the last vote is cast. LaVerne stated it was six yes; three no.

14 Bob Williams stated regardless of how LaVerne votes, the motion is passed and wanted to know if that was correct. LaVerne stated it was correct. Bob Williams stated we are calling the motion passed. CJ stated she had the same question since tax implications for not for profit can be complicated and we don t have anything specific in our bylaws and standing rules that she could find. She went and looked up the Kansas statute on it. It actually has a specific one, two, three that defines not for profit organization and compensation and volunteer. It turns out we are a not for profit. That is anything that is classified as a 501(c); under compensation, reimbursing of reasonable expenses which included the stuff that Ray did and that we were supposed to do. They are considered to be fine. A volunteer is considered to be anybody who is not getting paid. She will forward the excerpt from that to LaVerne. It might make LaVerne feel better. CJ had the same concern and she knows it can be complicated. LaVerne stated it wasn t Kansas law she was worried about. It is the IRS. That is why she abstained. Bob Berry stated the IRS has a different viewpoint on it. Bob will have to send CJ a 1099 and she can file offsetting costs with the IRS. LaVerne stated that is where she was going. Bob Williams stated he will let Pat speak and when Pat is done speaking he will pass the chair back to Pat. Bob stated he wanted to make one final comment. Pat stated he was going to ask Bob Williams to continue to chair and also that a 1099 is required if there is compensation according to IRS rules if you are a contractor for example. CJ, Pat, and other volunteers are not contractors and therefore there is no 1099 required. Bob Berry stated that was not the definition. Bob Williams stated that could be carried on outside of this meeting. Bob stated we they did a convention in 2017 and Everybody here has probably been involved in a convention. They are doing one in Europe right now. Bob Williams stated to the best of his knowledge, short of hiring a contractor for promotion, nobody has been compensated for any aspect of putting on a convention. Generally, we try to make money and promote ICS. Moving forward, we need to define what that is because if we start to pay everyone for their work, we might as well close down since we can t charge enough for what we do. CJ asked about Bob about setting a precedent.

15 Av stated he had a question for the secretary. Bob Williams told him to ask the question Av asked if each of us as voting board members, if one of us has run in an election and was elected for one year four years ago and never ran again and the bylaws specifically state that the person cannot run more than two consecutive terms and yet is here without an election for the fourth year based on a one year term. Even if there were an election, they couldn t run more than two consecutive years and here they are sitting self-appointed for four years and wanted to know if that was acceptable. Bob Williams stated he and Pat had discussed this and Bob thought Pat had sent out an regarding this and asked Pat if he recalled what that was. Pat stated he did and that specifically is an issue for the tribe. It is not an ICS issue. The tribe representative per our bylaws is what the tribe secretary sends to us. Unless the tribe secretary was to send a revision or a change, we will assume it is going to continue to be the same person. Bob Williams stated when they discussed that earlier he did not believe what Pat stated was the consensus but asked if that was on the agenda for this meeting. Pat stated it was not. Av stated Pat was incorrect. He has tried to get it on the agenda and has rebuffed at every turn. The ICS bylaws have the ability to relieve the tribe chief of the NE tribe from their position. Av stated they (NE tribe) don t really have a tribe chief right now since she is sitting on the fourth year of a one year term and has refused to hold elections since then. Bob Williams stated we will include that as a line item on the agenda and do our due diligence to be sure it is addressed. Basically, Bob is talking out of order here too since that was not on the agenda. Bob asked Pat if there were any other agenda items or if this was it. 4. Oshkosh 2018 Pat stated the other agenda item was planning for 2018 Oshkosh. Bob Williams asked if that was on the agenda. Pat stated it was. Bob Williams asked if we are prepared to talk about 2018 Oshkosh.

16 Pat stated we probably should considering the discussion that was had here. If we (the board) want to select other committee members or if the board wants to try and see how there are going to proceed because that has a direct bearing on who is going to be moving forward. Bob Berry stated there have been no committees formed or voted on from the beginning of Mr. Donovan s term. Bob Williams stated that was his comment was going to be. If we are going to consider anything for Oshkosh 2018, we need to have a written proposal; which means we need to have a proposal come from the committee. Bob wondered if we wanted to get something started tonight. Bob Cretney stated we need to get this show on the road because you re going to run out of time if you don t. The committee has to have to get things lined up and not be under the gun at the last minute. The other thing is the President appoints all committee chairs except the editorial. So, it is up to the President to appoint the chair for the Oshkosh tent committee. Bob Williams stated he believed the president recommends and the board approves the committee chairman. Av stated that was correct. CJ stated LaVerne had asked to confirm committees not long ago and she wanted to check on the assertion that all committees dissolved on Pat s taking over the president position. She asked to clarify that. LaVerne stated it was her understanding the committees are supposed to be approved every year and she believes we have not done that for Av stated that was correct. CJ stated she wanted to respond to Mr. Shiloh briefly and to the board that his allegations are not true. Bob Williams stated we would look into that. We understand it is an ICS board issue as far as we are concerned and the North Central issue as far as North Central is concerned. Pat asked if there was any board member here now who would like to chair the Oshkosh committee for 2018 so we can try and begin some sort of planning effort. Av asked if we could have another meeting, perhaps ten or eleven days from now, specifically to discuss that (Oshkosh). That would give us some time to think about how to proceed.

17 Pat stated he would like to see if there is someone here who would chair the committee. You can still have a meeting in ten days if you want or eleven days; but is there someone here who has made statements tonight that would like to chair the committee. Av stated he would like to think about it and consider it and also consider other people who may volunteer. Bob Williams stated we have Av interested in possibly doing it and asked if we anybody else is interested in pursuing project chairman for the Oshkosh tent committee. Bob Cretney stated he thinks before we go too far we need to decide if we want to do that or decide if we want to pay somebody like we did before with Ray Fey. Bob Williams stated he is going to request we not discuss it right now; Bob, Pat, and whoever else is interested can sit down and come up with a plan and obviously would consult with the past chairman, past committee, and all who are interested. They could come up with a proposal, which includes a budget, what we ll be doing, how we ll be doing it, and get a committee appointed and guidelines on handling it. It has been successful in the past. The only point of contention and the whole meeting tonight was the contention of what warranted expenses and what didn t warrant expenses. Once we clarify that, things will be much smoother and we ll be back in business even better than before. The last two years have been successful. We ve had successes in the past. Nobody is going to say we were unsuccessful until the last year or two. We had a different approach. It was somewhat thought out. We had ideas from a bunch of different stations and we had a successful Oshkosh. We just have to be very careful we keep that momentum going. It is too easy to lose. Bill stated he is reflecting earlier in our meeting and in several points of the meeting we had discussion of what our bylaws say and what standing rules say. Bill stated Pat recently issued a memo suggesting having an attorney looking over our bylaws was not necessary. Bill stated he believes it is and should be an agenda item at another meeting. Future plans for Oshkosh are another agenda item highly important. Another thing we discussed was committees, in general, to be approved by the board. Bill stated he thinks we very much need a meeting and suggested we return to the third Tuesday or third Thursday of the month and in February we do that. Pat stated the past six months has been extremely traumatic for the society and for him. Pat stated to Mr. Berry that he submitted a request for reimbursement for 2017 on August 9 and it took Mr. Berry until December 21 to cut a check. Pat stated Bob Berry has made it extremely difficult for Pat to operate this year. Bob has failed in his duty with regards to taxes. He has failed to provide Pat the requested financial information. Av has made it nigh on to impossible to do the job; therefore March 1 Pat will resign as ICS president.

18 Av moved to accept Pat s resignation. Bob Berry second the motion. Pat stated of course they would. Bob Williams stated that as much as everyone is excited about this, we can accept the resignation Pat, but it is not on the agenda so Pat will have to bring that up at another meeting. Pat stated he was sorry but it would just be a letter to everyone. He stated he is truly fed up. Pat stated it could have been a terrific activity but it is a pain and you guys have been made impossible to do any job. Bob Williams stated he would like to stop the name calling. We have had a decent meeting and thinks at this point we should adjourn. Av asked before we adjourn could we see when the next meeting is. As Bob Cretney stated, we don t have that much time, particularly for Oshkosh. Bob Williams asked if the third Tuesday of February would work for everyone. Av asked if we could have one quicker, particularly in respect to Oshkosh. It could take some time to form a committee and do all of the things necessary. Av recommended something in the next couple of weeks and then go back to the monthly meetings so we could get caught up on these things. Scott suggested we could call a special meeting just for the Oshkosh discussion; three board members call it. We could talk about Oshkosh by itself. Scott also recommended we go back to the monthly meetings. The third Tuesday worked for everybody and should continue to work. It seems like a smart move. Scott asked if we had to have a meeting to accept Pat s resignation. Bob Cretney stated that was a question for Hank and he for one is not in favor of the monthly meetings in the night since he is working. Bob Berry stated Hank is not the head of any committee since no committees have been appointed. Bob Cretney stated he was talking about from a Roberts Rules of Order standpoint to determine if you can do this or not. Bob Berry stated Hank is not the head of any committee since no committees have been appointed. If the president wants to resign, he is entitled to resign. Av stated if Pat doesn t want to be president and he resigns, we can t force him to do otherwise.

19 Bob Williams stated he has been privy to a lot of people s concerns of the issues. At one point or another, everyone has been so frustrated that it is affecting their work, their health, and their feeling of wellbeing. Bob isn t placing any blame at all. What he would like to do is have our board solidified and working in a common goal going back to the fall board meeting where we pulled ICS first out of our hat. Bob stated he doesn t know of anybody in this meeting, right now, including Pat before he signed off, that doesn t really have in their own gut, ICS is more important than anything else. Everyone of has does not have the same lives. Anyone of us may not be able to live with anyone else s life. That is pretty much the way our feelings are about ICS. We are sort of a family and have different ideas of how it s all going to happen. Anytime this type of thing happens, it is a failure on all of our parts. We ve got to not fail. That is very important. Bill stated that was well said. Bill stated the major factor, the contention that has existed since Pat became president, is the CFF/CPPP vs CPTP controversy which has been beyond belief, time consuming, and heart wrenching for this board ever since. Bill stated if we got a committee going and came up with a resolution to that that even Pat can live with if he resigns or just stays interested, perhaps that is a real high priority. At our next meeting we need an agenda item, have a committee report, and have the board make a decision going forward what our policy is going to be. Av stated that with Pat s resignation, our bylaws dictate the vice president become president. One of the important things to do at the very next meeting is for the board of directors to replace Bob Williams. We also need to discuss the Oshkosh things. Av stated he believes every one of us has ICS at heart. He knows as president he did and he continues to. Av stated he agrees there has been a lot of contention in the past six months. He thinks we can get over that. There has been not only a contention of CFF and CPTP and all that but a contention of communication with the board, avoiding meetings, and things like that. Av stated he thinks we need to get back to being more open with all of the board members and to hold meetings. That way they don t pile up and everyone s nerves aren t frayed. We used to do it in a very friendly way. Av believes we can continue that, especially with new direction. He is optimistic we can get back to the volunteer spirit this society is all about. 5. Adjournment of Meeting by Board of Directors William stated it is getting late, this is a hand grenade rolled into the middle of the room, there are a lot of things that have to be done; but William moved we adjourn the meeting, review these things over over the next couple of days and call a meeting soon. Bob Cretney seconded the motion.

20 Bob Williams stated if there were no objections, the meeting is adjourned. There were no objections and the meeting was adjourned