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EXECUTIVE BOARD OF RPOAC MEETING MINUTES

12-1-06 TELEPHONIC CONFERENCE

CALLED TO ORDER BY PRESIDENT ALEX BERNARD 1432 hrs

ROLL CALL BY SECRETARY GUY HUDDLESTON ALL PRESENT:

Alex Bernard, Diane Vasquez, John Thompson, Guy Huddleston & Attorney Bert Terreri

Agenda

Report on 2006 PORAC Convention

Financial Impact of PORAC Standing Rule and possible Association of Retired Members

Team Building Workshop

Finalization of Dennis Wright etal

Good of the Order

PORAC Conference

Alex- Reported that the "ARM" bylaw was withdrawn by Orange County Chapter after it was cleared up that the bylaw was not submitted by "retired members".

Steve Brackett tried to have it brought back as an emergency bylaw, based in part on PORAC's Bylaw Committee's recommendation and that Alex, Guy and Dick Butera spoke against it, EMERGENCY status was defeated soundly by a floor vote. Dick Butera advised the floor he had been "ordered" to request its removal.

Bylaw: regarding "any PORAC retiree" being appointed by the PORAC President to the Insurance and Benefit Trust Committee passed. Impact: Tom Logue continues at this time but the next retiree member need not come from RPOAC and will not be appointed by RPOAC President

Standing Rule re: "Associate Member of PORAC" status was discussed and to be voted on at Sunday Full PORAC Board meeting. Based on numerous proxies the Board passed the SR with assurances, that if progress was made by Sept. 2006 deadline set on Floor of Conference, it could be rescinded. This SR was effective 11-20-06 and may already be effecting our membership numbers.

Discussion

Alex requested Bert comment on past inquiries by several Board members about possible legal action to stop any of the PORAC actions. He does not feel it is necessary or feasible at this time. PORAC does have mission statements, Standing Rules and Bylaws about not harming any member association but also has bylaws and SR's that say any new one supersedes any old one that would be in conflict.

John did not see the Associate Membership as a great challenge to RPOAC as they will have not representation, no vote and pay higher membership to only get magazine and insurance. At this time feels financial impact may be negligible.

Guy reported that there seemed to be a move toward reconciliation with PORAC and that the team building workshop will probably be the best tool to start that process. If PORAC observes true efforts to put our organization in order and there are still malcontents they have said they will see that for what it is and tell that side to shut up. They are as tired of hearing about this topics as we are but they have only had a one-sided view of the internal turmoil that has only existed the past three years. With that goes a warning that if the entire Board does not appear to be involved in the process "ARM" could be resurrected next year .

Diane suggested that next year's Annual Meeting notices should have a ballot at the bottom that would allow every member the opportunity to be involve "if they choose" in the election of the Directors.

Guy reported on using this method the last two years and that he has had only 5 returned but feels it supports our position that the retirees cannot be forced to participate and that our Directors selecting the E-Board remains the best method.

Bert reported on conversations held with Bonsall that PORAC is beginning to see that there may just be a "Loud minority" causing most of the discussion but PORAC wants them quieted one way or another.

Guy reported on similar conversations with President and Vice-president after Sunday Board meeting where similar feelings were expressed.

Team Building Workshop

Alex reported on his request to PORAC that they assist in a Team Building Workshop he has been considering. PORAC responded very encouragingly. They responded by assigning two members of their board to monitor our workshop and attend. They are Jose Salcido and Paul Brown

Diane spoke in favor of the workshop especially if a Board meeting could be incorporat- ed to save costs.

John also spoke in favor but is concerned about costs. Will we have to hire a mediator? Will Jose or Paul or both act as mediator to save us money? If we use PORAC headquarters as offered would Sacramento be more expensive than Vegas or Reno? Is PORAC paying for Jose and Paul's travel and accommodations or are we?

Guy agreed to have it at PORAC offices if financially feasible and to incorporate a Board meeting.

E-Board unanimous on Team Building workshop Alex will work out the details.

Fiscal Impact of "associate membership" and ARM

Guy reported that at this time it is difficult to know what the fiscal impact of the Associate Membership will be. Currently we get a quarterly report from the PORAC offices that gives a list of all the members who have left PORAC due to retirement, we then send them a letter and flier asking them, to join us. If PORAC starts to send out their own letter and not even mention us as an option the impact could be immense ) see last three years growth figures). Secondly about 40 % of RPOAC members participate in the insurance programs offered by PORAC. If PORAC instructs the I&B Trust or Myers-Stevens not to include RPOAC as an option in the letter they send before dropping people's insurance the impact could be huge. Currently we are the only option for continued enrollment. The letter will almost for sure be sent with Associate Membership as a competing method, there will be some impact.

Motion by John to set up a combination team Building Workshop and Board Meeting in Feb. 2007. Second by Diane Passed Unanimously

Contract of Dennis Wright

Bert reported on the negotiations on Dennis' contract as directed at the Reno Annual Meeting where it was passed, with only wording changes to be accomplished. Paragraph dealing with PACs has been rewritten and accepted as directed by Board. Compensation reduced from Dennis' original request to reflect that negotiated, accepted and passed. Termination section rewritten to be more RPOAC friendly and not all under control of Dennis.

Guy motion remove separate compensation for CCW insurance program and all proceeds to go to RPOAC Diane second Passed Unanimously

John motion to include a reopening clause for Dennis' compensation if the membership of RPOAC falls 15% or more below the 2006 average membership. Second Guy

Discussion

Possible financial impact of ARM and Associate Membership on RPOAC could make it impossible to continue to pay Dennis' at negotiated levels.

Passed Unanimously

Good of the Order

Guy said that there has been a lot of discussion about minutes and what they have lacked in the past. He requests the Board allow him to purchase a digital recorder and hardware necessary to record telephonic conference calls and in person Board meetings. He also requested permission to purchase a laptop that would remain the Associations property as would the recording equipment. The lap top computer would be an archive for the sound files recorded as well as the minutes of all meetings. Minutes are not intended to be a word for word account of minutes but this will stop some bickering. Motion Guy Second Alex Passed unanimously.

Meeting Adjourned by President 1618 hrs