MINUTES OF THE REGULAR MEETING

OF THE BOARD OF DIRECTORS OF

RANDONNEURS USA, INC.

Held JANUARY 4, 2017

 

 

A regular meeting of the RUSA Board of Directors was convened by telephone conference and called to order at 2003 EST by the President.

 

The following Directors were in attendance:

• Debra Banks
• John Lee Ellis
• Nigel Greene
• Susan Otcenas
• Paul Rozelle
• Lois Springsteen
• Dave Thompson

 

None were absent. No others were in attendance.

 

Two announcements were made and discussed: (1) the nominations deadline for the American Randonneur award is January 15, 2017, and (2) the next regular Board meeting will be February 8, 2017.

 

The election of officers took place with the following results:

• President – John Lee Ellis
• Vice President – Lois Springsteen
• Treasurer – Dave Thompson
• Secretary – Paul Rozelle

 

ACTION ITEM: The result of the election of officers will be published on the website and also announced in other venues.

 

After the election of officers, a motion was made, and seconded, to require the Secretary to record in the publicly available Minutes the vote tally on each and every motion and to record how each Director voted. Following discussion, the motion failed to carry. A motion was then made, and seconded, to require the Secretary to record in the publicly available Minutes the vote tally on each and every motion. Following discussion, the motion failed to carry.

 

The Board then took up the issue of the logo project. A motion to terminate the project of evaluating the RUSA logo for potential replacement had been made, seconded, discussed, and voted on by email. The motion passed in the email vote. Further discussion was held, a motion to confirm the email vote was made and seconded, and the motion confirming the email vote passed.

 

A motion to submit the question of whether the logo project should proceed to a nonbinding survey or vote of the RUSA membership had been made, seconded, discussed, and voted on by email. The motion failed to carry. Further discussion was held and a motion to confirm the email vote was made and seconded. The motion to confirm the email vote passed.

 

ACTION ITEM: Communicate the termination of the logo project to the membership on the website and in other venues, and include in the communication that the committee formed to evaluate the logo had evaluated member-submitted alternative designs, none of which were compelling enough to merit replacing the existing logo; that logo items in the Store would be restocked; that an external vendor would be engaged on apparel designs; and that RUSA members would be involved if the logo project is revisited in the future.

 

The Board next discussed year-end corporate filings with Rhode Island and California, the latter of which are related to the payment of sales tax for goods sold by the Store and shipped to that state. 

 

ACTION ITEM: The Treasurer and outgoing Treasurer will discuss the Rhode Island filings and a further report will be received from the Treasurer, if necessary.

 

A motion concerning the payment of California sales tax — to open a seller’s account and pay the tax of approximately $200 through the third quarter of 2016 — had been made, seconded, discussed, and voted on by email in December by the 2016 Board. Further discussion was had on the subject and a report was received from the Treasurer concerning the opening of the account, receipt of the seller’s permit, and payment of the tax, and also on the estimated 2017 California sale tax liability, which was estimated at approximately $300. Following discussion, a motion to confirm the 2016 email vote was made and, after it was seconded, passed.

 

ACTION ITEM: The Treasurer will investigate issues and logistics concerning the payment of California sales tax for Store items shipped to addresses in California and report back to the Board.

 

The minutes of the regularly held December 2016 meeting were approved as amended.

 

A report was received from the outgoing Treasurer on the financial position, which was improved from the prior year. 

 

A report was received from Banks of the Store Committee on Store inventory and a discussion was held on stock, items carried, and issues related to shipping Store items.

 

A report was received from the Chairperson of the Website Committee on projects in progress including the RBA fee-reporting and payment system, the ability to receive donations through the website, and functionality to enable RBAs to select the route for already scheduled events.

 

ACTION ITEM: The Website Committee will meet in January.

 

The implementation and roll-out of the new awards proposal program was discussed.

 

ACTION ITEM: The application for new awards proposals will be finalized, published on the website, and publicized to members.

 

The revision of the RBA Procedures Manual was discussed.

 

ACTION ITEM: The RBA-L will update the RBA Procedures Manual.

 

The meeting was adjourned at 2218 EST.

 

Next meeting: February 8, 2017, at 2000 EST.