Board Meeting Minutes

October 10, 2017 Board Meeting Minutes

December 13, 2017
President Scott Winans chaired the meeting and call the roll.  Present were: Scott Winans, Coordinator Trisha McCombs, John Howe, V.P. Chris Muhr, Edward Hines, Secretary Rodney Fitzhugh, Paul Koski, Sven Edstrum, Steven Barnes. Absent were Treasurer Clark Rieves, Dan Antonelli, Renata Raziano and Trisha Moran. Finding a quorum present, the President called the meeting to order.
The President requested comment, changes or additions to the minutes from the July 10, 2017 Board meeting.  John Howe requested the date on said minutes be changed to July 10, 2017, the actual date of the meeting.  Nobody else had any comment and, upon motion duly made and seconded, the Board voted unanimously to approve said minutes with the date change noted.
The President noted that all chapters had submitted detailed, written chapter reports and asked each chapter chair to comment about any important changes or additions to said reports.  Rodney Fitzhugh mentioned several minor, stylistic changes to the RAT report.  No other changes or additions were noted and copies of all chapter reports, including the revised RAT report, are attached hereto. 
The President noted that the Treasure was not present but had submitted written reports, including P&L for 2017 to date, Balance Sheet for 2017 to date, local fund balances for each chapter and Federal Financial Report concerning CPW grant funds received by the Company.  The reports are attached hereto.  The President noted that several Board Members had previously expressed having difficulty reconciling local financial records with the Treasurer’s reports.  A discussion ensued about the form of reports and the communications among Treasurer and the various chapter chairpersons.   The coordinator explained that she has a lot of experience with book keeping and financial record keeping and suggested that she work with the Treasure to develop a more uniform method of creating, recording and sharing financial information across the whole Company. The Coordinator and the Treasure will work together toward that end and make recommendations to the Board no later than November 1, 2017.  The coordinator again requested that the chapters copy her on all financial documents and all email sent to the Treasurer.
The President noted that the Coordinator had prepared a written report, which is attached hereto.  He asked the Coordinator to elaborate.  She did so as follows:
She needs feedback on direction and priorities.
She has explored various websites for other non-profits and has spoken to Mark at Thin Air (the developer who created our website). Mark wants to continue providing quality, low-cost website resources to the Company. The coordinator recommends we leave the website with Mark and update or upgrade various features.  She asked for additional video and photography from the various chapters. 
She wants to continue producing the newsletter on a monthly basis.  People respond to pictures and maps, so she wants more.  She wants each chapter to develop two feature stories each year about favorite bike rides.  John Howe said he’d have a feature about Hawkeye no later than November 1st. The President requested that each chapter produce two feature stories and submit them to the Coordinator no later than November 1, 2017.  
She wants copied on ALL intra-chapter and inter-chapter email.
Steven Barnes noted that Tour De Bloom had produced big income again last year for the Company and asked whether plans looked good again for 2008.  Rodney Fitzhugh reported that he has spoken frequently with ride organizers Bryce Palo, Whit Smith and Jim Ellis, all of whom have indicated their desire and intent to continue producing and leading the event.  Rodney also advised the Board that, according to Whit Smith, the lead/speed rider for 2017 is excited to repeat the effort in 2018. 
John Howe reported that the Finance Committee has not met since forming after the last Board meeting.  He stated he would call a meeting immediately after the Coordinator and Treasure report to the Company about any recommended changes to financial record generation and sharing.
John then reported in detail about his review of liability issues and insurance questions affecting the company, as follows:
Federal and State statutes protect volunteers on work projects from liability to third parties.  State trail grant funding law protects volunteers and non-profits organizations from third party liability claims arising from projects funded by State administered grant funds.  
The Company has a Commercial General Liability insurance policy. The policy insures against liability of the Company, its officers, directors, employees, volunteers and agents  (all referred to collectively in this report as the Company) for damages to property and personal injury allegedly resulting from accidents attributable to negligence of the Company.   The policy covers for accidents arising from active negligence of the Company and for accidents arising from conditions relating to the Company’s completed operations.  The Company’s compelted operations consist primarily of trails the Company builds, repairs or maintains.
The policy excludes a number of specific classes of injury and damage from coverage, as follows:
1. Events, contests, exhibitions sponsored by the Company.  Examples include RAT Race and Tour De Bloom.  Any injuries or damages occurring during such an event will not be covered.
2. The policy provides no separate coverage (apart from the general liability coverage) for med-pay for bodily injury caused either by active negligence or completed operations.
3. The policy will not cover for liability assumed by the company as a result of a contract with a third party, unless the Company made the contract before the date of the injury. Basically, this means the carrier will not pay to defend the company against suits for damages brought against a person or entity whom the company has agreed to indemnify, unless the agreement to indemnify arose before the injury.
4. The policy does not cover for injuries/damages resulting from stunts or extreme activity; however, there is no generally accepted definition of that term.   The board discussed whether this would exclude injuries to any casual rider suffered while riding company trails. However, Rod has previously had direct, written communications with the agent and underwriter confirming that injury to standard trail users is covered.
John suggests we tell our agent/carrier what coverage we want and then put the onus on them to provide that specific coverage, so that if we do ever get denied by the carrier, we can establish a written record of having relied on them to provide specific coverage.
The CGL coverage does provide supplemental payments, including defense costs; so any legal fees or related costs incurred in defense of a claim are paid outside the policy limits stated in the policy declarations.   
The BLM federal agency volunteer agreements provide coverage for injury to our volunteer workers on a BLM project.  Scott suggests we determine whether we have or can create similar arrangements with the FS. Dan and Kris Cox and Bill Harris should know, and someone should follow up with them.
John reported that we do have some towns committed to indemnify us to the extent permitted by law for liability arising from injuries suffered on pump tracks built or maintained by the company within those towns.  However, John’s investigation suggests the “extent permitted by law” probably leaves us with very little, if any, protection.  We should look at procuring riders for all our pump tracks, similar to the one procured for the pump track in Ridgway.
A discussion ensured concerning the need for a company policy establishing standard protocol in the event of accident, injury, claim, or the like on our volunteer projects and events; we need a risk management/assessment plan; some board members speculated that IMBA may have templates or other resources designed to address this issue.
John will meet with the carrier after getting the old correspondence concerning completed operations coverage from Rod; then John will produce a checklist of action needed to plug holes where we may have exposure to liability.  As some point we should convene a risk management committee. John will try to produce an update in January at the annual Board Retreat, with a goal of producing a definite plan before policy renewal date in March. John will try to meet with Home Loan by November 1st. John will produce an outline for that meeting a week in advance. We also will work to get some definite feedback before March 1, 2018 from FS about possible volunteer agreements and the extent of any liability protection for volunteer trail crews.
A discussion ensued concerning Coordinator tasks and priorities. The coordinator she should focus some energy on document organization, website update, merchandising-branding-logo-etc…, membership drive and maintenance, chapter involvement-meetings-events and grant involvement: she wants to search for grants that may help us and work them up.  She  will circulate a list of such grants. Scott suggested that more time might got to determining how best to assist with CPW grant activities, and to assistance with developing the sales for trails program. Tisha reported having done some local information gathering chapter by chapter on sales for trails. Other board members suggested the coordinator’s efforts could help stream line and standardize financial records throughout the various chapers.  Some felt emphasis should go to the newsletter. Paul would like to see Tisha become the company’s “public face.” 
Rod indicated that RAT could use help with permitting on the RAT Race, but Ed reported that, with one event under his belt, he feels he has a pretty solid handle on the process and should be able to manage it in 2018.  However, several memgers would like to see Tisha involved in all the planning meetings for RAT Race to familiarize herself with the process, so we can possibly stage other, similar events at other venues in the future.  
After a lengthy discussion of all these topics, the board created a rough priority list for the coordinator, as follows: finance, grant data base, document retention and organization, sales for trails, membership outreach and expansion of membership base.
The company will seek both planning and construction grant money for DAMB, MUT and GV.  Various members indicated that, given commitments so far, we will not likely need general fudn money for matching funds. A discussion followed about the need to explore alternative funding sources to CPW for future trail construction and planning projects continue funding trails.  the Board reiterated the need to begin exploring the availability and extent of government, businesse, large donor, regional charitable foundation and other community funding resources. 
BLM wants a chapter priority list from each chapter as an addendum to a company-wide MOU about for BLM/COPMOBA cooperation.
On motion duly made and seconded it was resolved that the company shall will pay for the cost of registration for one attendee from each company chapter.  The Board discussed the extent to which attendees should attempt to express a company policy concerning bikes in wilderness and ebikes. Scott will circulate the company statement on wilderness and the “company line” on these subjects for the Summit will be that, we “endorse and support current agency policy” on all such issues.
Some general discussion followed concerning the status of the GMUG Forest Plan Revision,
The board considered a request from DAMB that the company help fund the Escalante Triangle Trail Kickoff Meeting, the point of which is to publicize and organize support for the project.  On motion made and seconded, the Board unanimously resolved to provide up to $400.00 from the general fund for this purpose. 
General, brief, inconclusive discussion followed concerning electronic access to the company bank statement for chapter chairs, information recently produced by a CMU study of Mt. Bike impact on local economic activity, possible purchase of land for a section of the Palisade Plunge Trail.
After citation of appropriate statory authority, the Board Entered executive session to discuss the status and effect on the company of legal procedings agains a member of one of the local committees.  Following discussion in such executive session, the board agreed by consensus that Edward Hines would ask the committee member in question to take a leave of absence pending resolution of the legal issues.
Scott asked Paul to provide a written description of the relationship between WETA and COPMOBA.  Paul Agreed.
There being no further business, the meeting adjourned. 
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