NEBRA Meeting Minutes #2 – 2/12/05
Wednesday, March 02, 2005

New England Bicycle Racing Association

Meeting Minutes 2005 #2

Date: February 12, 2005

Location: Mark Hagen’s Home, Natick, MA

Present: Bill Black
Norm Collard
Diane Fortini
Mark Hagen
Jonathan Lowenstein
Mark McCormack

Secretary’s Report:
1. A list of races that have requested to be included in the NEBRA Ranking System was forwarded to Diane to post on the website.

Treasurer’s Report:
1. There was a resolution to appoint Norm Collard as Treasurer.
2. All bank statements will be sent to Jon to be forwarded to all the Board members, Bill, and Norm.
3. Norm reported that NEBRA can generate $1000.00 a year by selling advertising on the website without paying taxes. Any money earned over $1000.00 may be subject to a tax of 15% depending on the circumstances surrounding the advertising and the extent of volunteer efforts.
4. Norm reported that NEBRA Massachusetts does not require an independent audit as long as its annual gross revenue is less than $100,000.00 a year.

Grants:
1. NHCC submitted a grant for their Junior program. Everybody agreed this grant request was exactly the type of program we had hoped for when the grants were created. NHCC requested $750.00. There was a resolution to accept the grant with the condition that NHCC become a NEBRA member.

Membership:
1. Mark Hagen led a discussion about how to promote NEBRA membership. Mark H. will contact the state reps, and ask them to promote NEBRA memberships in their states. Mark H. will also update the NEBRA flyer and distribute it to the state reps.

Old Business:
1. There was a lengthy discussion about the 2005 Banquet. Bill pointed out that in spite of the fact that the total out-of-pocket expense for the Banquet to NEBRA was +- $2,500.00; the total expense of +-$8,7000.00 is what the public interest (IRS) is concerned with. Although NEBRA can spend some of its money on meals and entertainment, spending +-$8,700.00 out of an annual budget of +-$30,000.00 is too high. NEBRA is a tax exempt, non-profit organization. This means that the at least 70% of NEBRA’s budget should be spent on doing its mission of enhancing bicycle racing in New England. Although having a Banquet is a good thing, NEBRA has to go about doing it differently to stay within responsible corporate and tax-exempt guidelines. It should be organized to stay within NEBRA’s mission. For example, the Banquet could have more than just awards and a dinner. There could be bicycle industry presentations, speeches, seminars clinics, etc. along with the Banquet. It also makes sense to subcontract out the promotion of the Banquet. Using this year as an example, if NEBRA paid out the +-$2,500.00 to a subcontractor (i.e., club or other) who put on the Banquet to cover the cost difference of putting on the Banquet against any money raised through ticket sales and fundraising, that amount of money is financially acceptable to any outside interest. The Board thought that forming a Banquet Committee to arrange the event would be a good way to proceed. Mark H. will start to form this committee.

New Business:
1. There was a discussion about how to move the corporation to MA.
A. The Board needs to find a MA lawyer who specializes in corporate or tax law. Mark Hagen will continue the search. Norm will draft a job description. A notice will be sent out to club members, the uscf-ne list server, and will be put on the NEBRA website.
B. A new MA corporation can be merged with the existing ME corporation. Section 368 of the IRC allows the merger to happen without any tax consequences. The 501(3) c status of the NEBRA will remain in place.
C. The cost of moving the Corporation to MA will be included in the 2005 budget.
2. Mark Hagen will draft a disclosure to the membership about the Awards Banquet. The disclosure will summarize the planning and financial history of the Banquet. After the Board’s approval, the disclosure will be posted on the website and will be sent to members (clubs, promoters), the state reps, and the uscf-ne list server.
3. Jon presented the message board that will be used at the Chris Hinds Criterium. Jon will create a PDF and send it to Diane to be posted on the website to be used as an example.
4. There was a discussion about the webpage. Steve Roszko no longer has the time to maintain it as his life’s responsibilities have increased. As far as managing the website, Steve said" BikeReg.com would still be willing to donate the webserver space, email, and domain registration if we could find someone to manage it. The Board would like to thank Steve for all he has done. Todd Crisafulli has inquired about redesigning the webpage. Diane will contact him and work out the details.
5. The four proposals for maintaining the ranking system were reviewed. It was decided that Jon and Mark M. would get back to David Connery and John Frey, if needed, to get further information about their services. After further review, Jon and Mark M. would recommend someone to the Board. Jon and Mark were instructed not to enter into contract with anyone until the Board approved.
6. There was a resolution to continue with rider Diaries. Anna Milkowski and Mark McCormack have agreed to continue for $250.00 each. Jon will draft a contract and forward it to Bill Black to review. The contract will state that the rider will provide 8 diary entries on a monthly basis over 2005.
7. There was a discussion about having a New England Regional Road Race, Criterium, and Time Trial. There already is a New England Criterium Championship Race in June. There is no regional Road Race or Time Trial scheduled for this year. The Board thought it was too late to put out a letter to promoters to ask if anyone wanted to host either of these events this year. Most races have already been permitted. It was agreed that a request would be put out in the fall for next year. A few days after the meeting Mark M. reconsidered and thought it would be a good idea to put the request out this year. He thought that NEBRA should at least create the opportunity to have these events. If a promoter really wants to do it this year, amending the permit and changing the race schedule/ categories for their event would be worth the prestige of having their race be the New England Championship event. All agreed.
8. The Board discussed having staggered terms for Board Members. Each member would serve two-year terms. Three would be elected on odd years, and two would be elected on even years. The Board will discuss this matter further and how to implement it at the next Board meeting.
9. Mike and Mark H. will work together to seek out sponsorship for NEBRA. They will consult with the rest of the Board to see if any potential sponsors fit into the character of NEBRA. For an obvious example Mavic, a bicycle component manufacturer would be in character.
10. The 2005 budget was reviewed. Mark H. will revise the budget per the discussion and sent to all Board members for approval. After approval, the Budget will be posted on the website.
11. Diane’s contract was approved and signed.

Bill Black:
Bill Black gave a brief presentation to Board to explain some basic guidelines a non-profit organization should follow.

A corporation is a public entity. Each State has its own corporate laws. A for profit corporation is responsible to its shareholders. A tax exempt, non-profit corporation is responsible to its members and to the general public. NEBRA is a tax exempt, non-profit organization. NEBRA is responsible to the general public because the public has agreed to pay taxes to make up what the non-profit corporation does not pay in taxes. It is responsible to its membership and the public to use its resources to pursue its mission. NEBRA’s mission statement is to “Preserve and improve competitive cycling in New England.”

Bill explained the following typical corporate structure:
1. The Directors are elected by the membership. The Directors have to answer to the membership. Their job is to establish policies, goals, and set long range plans.
2. The Directors appoint Officers to achieve the goals.
3. The Directors and Officers can assign Agents to perform certain tasks. The agents are given the right to enter into contract with other Corporations or people on behalf of the Corporation. This binds the Corporation to the terms of the contract. An agent could enter into contract without the Board’s consent and this would also bind the Corporation to the terms of the contract. The Corporation could seek damages from the agent who entered into this contract without approval.

Bill ended his presentation by giving the Board some rules to live by.
1. At least 70% of money spent should be used for the mission of NEBRA. No more than 30% should be used for expenses that do not directly go towards that mission.
2. NEBRA’s budget should not be used to unfairly benefit anyone one person. For example, NEBRA is setting up a ranking system this year. We received several proposals to run the ranking system. If person “X” who is on the Board has the highest proposal, it would be bad for the Board to accept this proposal.
3. No contracts should be signed until all members of the Board and NEBRA’s attorney carefully review them.

Action Items:
All
1. Promote NEBRA.
A. Seek out opportunities to speak at cycling relating gathering such as club meetings, or at races.
B. Distribute the NEBRA flyer at races.
C. If you know of a club that is not a NEBRA member, ask someone in the club if they would like to sign up.


Bill Black
1. Review meeting minutes and draft resolutions.
2. Record resolutions.
3. Change signatories for the bank account to Diane and Norm. Arrange for bank statements to be sent to Jon.

Norm Collard
1. Write job description for new NEBRA attorney.

Diane Fortini
1. Notify NHCC that their grant has been approved and send check.
2. Contact Todd Crisafulli about redesigning the web page.

Mark Hagen
1. Continue search for new NEBRA attorney.
2. Develop NEBRA flyer and distribute it to State Reps.
3. Start to form a Banquet Committee.
4. Draft and post Banquet Disclosure.
5. Update and get approval from rest of Board for 2005 budget. Post on website.
6. Work with Mike to seek out sponsorship for NEBRA.

Jonathan Lowenstein
1. Write meeting minutes.
2. Write contract for Rider Diary Authors.
3. Work with Mark M. to come up with recommendation for NEBRA Ranking System administrator.
4. Update Chris Hinds information board, and send to Diane to post on website.

Mark McCormack
1. Work with Jon to come up with recommendation for NEBRA Ranking System administrator.

Mike Norton
1. Work with Mark H. to seek out sponsorship for NEBRA.



Next Meeting:

March 12, 2005 at Diane Fortini’s house.





Recorded by: Jonathan Lowenstein

Copied to: Attendees
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photos by Jonathan McElvery, Jack Milton, and BikeReg.com