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RPOAC BOARD OF DIRECTOR’S MEETING 3-20-07

CIRCUS CIRCUS HOTEL, LAS VEGAS, NV

Meeting called to order by President Alex Bernard at 9: AM

Pledge of Allegiance Jim Kneebone, followed by moment of silence.

Guests Ron Coddingham and Mike Durant spoke about PORAC, Retired Associate Members (RAM) and relations with RPOAC

Roll call of Directors; Present Alex Bernard, John Thompson, Guy Huddleston, Roger Goodyear, Marty Gent, Mike Derbyshire, Dave Patterson, Jack Pearson, Dick Butera, Doug Oliver, Jim Kneebone. Absent Diane Vasquez, Joe Steiner, Gene Hixenbaugh, Ray Bolton, Richard Osborne, Tom Logue. Executive Director Dennis Wright and Attorney Bert Terrreri present.

Guests PORAC President Ron Cottingham, Vice President Mike Durant, Sacramento Board Rep Paul Brown.

Proxies recorded: Diane Vasquez, Richard Osborne, Gene Hixenbaugh to Roger Goodyear, Tom Logue to Dick Butera, Joe Steiner to Jim Kneebone.

Motion Mike Derbyshire-second Jack Pearson, to accept Tom Logue as Director for this meeting only.

Motion Roger Goodyear-second John Thompson, to table above motion until after all appointments voted upon. Passed 9-3 unratified director’s proxies not allowed.

Appointments Ratification:

Guy Huddleston as Secretary motion by Jim Kneebone-second Jack Pearson passed unanimously

Jim Kneebone to Bylaw Committee motion Jack Pearson-second Dick Butera passed unanimously

Ray Bolden as Director motion Roger Goodyear-Jack Pearson passed unanimously

Richard Osborne as Director motion Richard Butera-Jim Kneebone passed unanimously

David Patterson as Director motion Dick Butera-Mike Derbyshire passed unanimously

Jack Pearson as Director motion Roger Goodyear-Dick Butera passed unanimously

Joe Steiner as Director motion Jack Pearson-second Dick Butera passed unanimously

Motion Roger Goodyear-second Richard Butera take proxy issue off table passed unanimously

Motion Doug Oliver-second Dick Butera to appoint Tom Logue as Director for this meeting only thus accepting his proxy to Dick Butera

Minutes of October 24, 2007 Board of Directors Meeting Atlantis Hotel Reno, NV read by Guy Huddleston. Motion Mike Derbyshire-second Marty Gent to accept minutes passed unanimously

President’s Report-- oral – Mostly about AB552

Motion Jack Pearson-second Jim Kneebone to give a “pocket” endorsement when bill has been reviewed and is ready. Passed unanimously

Vice President’s Report None

Treasurer’s Report Written

Long discussion about line item expenditure report for every Board Meeting, requested by Butera. Motion Mike Derbyshire-second Marty Gent to accept Treasurer’s Report passed unanimously

Lunch Break 12:08 pm

Executive Director’s Report/Membership report 4,400 currently

Bylaw Committee Report

Submission of Standing Rules written to help clarify the election procedures and to alleviate the concerns of PORAC. Discussion of the procedure and method to rewrite the bylaws in total. Proposal to hire Bert Terreri to review boiler plate non-profit bylaws to find and then massage into a format for RPOAC. The proposal was about $1000.00 with a cap at $1250.00. Motion by Marty Gent-second Jim Kneebone to hire Bert for bylaw work. Passed with one no vote. Motion Doug Oliver-second Jim Kneebone to accept Standing Rules 10.1, 10.2, & 10.3 with these changes to 10.1; b)ii) “nomination” to “ballot” and adding “without bylaw addressing elections” inserted in 10.1 a) between “Chapter,” and “shall”. Defeated 9-6

Proposed Standing Rule to stop Dual membership ( RPOAC and PORAC as an active member) was withdrawn after PORAC President Ron Cottingham said it was no longer a concern or priority with PORAC as the numbers appeared to be insignificant.

Proposed Standing Rule 10.2 regarding a weighted vote for the Executive Board elections

was out of order as a Standing Rule cannot replace a Bylaw, per Director Derbyshire and Attorney Terreri. Proposal withdrawn

Standing Rule V Fiscal Policies Section 2) on travel--re-reimbursement for driving presented by John Thompson. Motion to accept Gent-second Goodyear passed unanimously

Travel mileage reimbursement will not exceed the amount of a

regular airline ticket, plus related costs to and from the closest airport to

the director or officer. Any exceptions to this must be approved in

advance by the CFO.

Standing Rule to require secretary have minutes published in 30 days of meeting and Bylaws to be published within 30 days of the annual meeting presented by Doug Oliver. Motion Doug Oliver-second Butera defeated 1-14.

President Alex Bernard opened the floor re; our 2007 annual meeting location. He supported joining PORAC in Indian Wells in November. Motion Doug Oliver-second Butera go to Indian Wells. Passed 10-5

President Alex Bernard suggests July 24^th-25^th in Reno at the Atlantis for the next Board meeting. Motion Roger Goodyear-second Marty Gent passed unanimously

Discussion re; Galardo letter . We are not the behavior police let it go now. Dennis Wright requested the matter be dropped as well.

Paul Brown from PORAC who attended both the Team Building day and Board of Director’s Meeting was given a chance to speak about his perceptions and observations. He also made suggestions on how to proceed with our bylaw amending.

After Paul Brown’s talk, the group voted to reopen discussion on Standing Rule 10.1 regarding Chapter Elections. Rewrite below, motion Mike Derbyshire-second Doug Oliver to accept rewrite, passed unanimously.

Article X ELECTIONS

Section 10.1 Annual chapter Meeting Notice/Nominations

Every Chapter, unless given dispensation by the Executive Board, will hold an annual meeting and election in September.
Unless the Chapter’s Bylaws specify otherwise, the Chapter Director shall schedule and give notice of the Annual Chapter meeting, as follows:

This notice shall be sent by the state office no less than 30 days prior to the meeting and include the date, time, location, agenda (if there is one) and notice that the Chapter Director election will be held.
The notice shall include a returnable nomination form. This portion will include a blank space for a nomination and may include the Director’s name if he/she wishes to be considered as well.

iii) There should also be a fill in blank for the individual member’s RPOAC membership number for verification.

This section shall be considered a proxy in the event the member cannot attend the annual meeting.

Dick Butera requested reimbursement for his Anaheim conference fees. Motion Mike Derbyshire-second Jack Pearson to pay, passed unanimously.

The Team Building Workshop was held on March 20, 2007 at Circus Circus Hotel in Las Vegas. Directors Alex Bernard, John Thompson, Guy Huddleston, Roger Goodyear, Marty Gent, Mike Derbyshire, Dave Patterson, Jack Pearson, Dick Butera, Doug Oliver, Jim Kneebone were present. Executive Director Dennis Wright and PORAC Rep Paul Brown were also present. Absent were Diane Vasquez, Joe Steiner, Gene Hixenbaugh, Ray Bolton, Richard Osborne, Tom Logue.

The workshop was led by Lavonne Ritter of the Federal Mediation Conciliation Service. It was an excellent workshop and much was accomplished. New ground rules, for a kinder, gentler Board, were adopted for the Board Meetings based on what we learned.

All cell phones off or on silent

No cell phone calls at the table during meetings, if urgent take it outside

No sidebars or private conversations during meetings

4) Watch tone and refrain from personal attacks

Motion Marty Gent-second Jack Pearson to adjourn meeting, passed unanimously.

Adjourned 4:05 pm