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As stated above, when will this happen?  We do have a position on the board for a secretary, is there job not to take notes?  I would assume that anything outside of staff financial discussion should be made public?  Where is it?  As a membership organization we should be able to see the way that our elected directors are voting to help clear us of any concerns of bias. 

 

Personally, I have my concerns with the amount of E30 teams and BOD's that share rides that there may be views that do not represent membership.  Thank you!

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  • Technical Advisory Committee

Links here to the annual meeting slides and it was live-streamed on YouTube.  There are also links to financial statements.

 

https://champcar.org/web/bod.php

 

 

for all the accusations you have been making, I expect your name to the the first in the hat for election next year so you can learn first hand exactly how wrong you are. 
 

 

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I brought this up last year.  Champcar is legally obligated to provide minutes to any meetings that are held.  That includes BOD monthly meetings. They must maintain records of any votes (large or small) and basic overviews of each meeting.  They must provide these when requested by any member. 
It was brought to their attention but they’ve chosen to ignore it.  
I believe the excuse was that it’s not in their bylaws.  Unfortunately improperly written bylaws are not a valid excuse.  
 

The ironic part is that doing this would likely eliminate a lot of the questioning and accusations that are being levied.  

Edited by petawawarace
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16 hours ago, Chris Huggins said:

Links here to the annual meeting slides and it was live-streamed on YouTube.  There are also links to financial statements.

 

https://champcar.org/web/bod.php

 

I can't speak to any legal obligations of the board, but as an org that bills itself as a "member-run organization", it strikes me as odd that members don't seem to get any view into meetings that happen beyond the annual meeting. Even then, the annual meeting isn't one where topics are truly discussed or even decided on - it's more of a "State of the Org", financial review, and open Q&A... as it should be

 

What OP and others, like myself, are ultimately looking for is greater transparency from the BOD on how the organization is being run and what discussions and decisions are being had throughout the year. This would go a long way towards building more trust with the members, especially those who have questioned decisions the BOD has made, by removing the ambiguity of "what goes on behind closed doors". Each meeting doesn't necessarily need to be fully recorded and/or streamed (although that would be GREAT in lieu of minutes), just notes that outline what happened and was discussed. Most everyone likely understands that most minutes might be mundane and of little interest, but it is at least a fair opportunity for everyone to see how their elected representatives are running the series and keep them honest when needed. We have a secretary on the board, so what's preventing them from keeping and posting meeting minutes for members to see?

 

Just my $0.02.

Edited by freshmaker_phd
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And burden a small company/staff/budget.

 

The folks in charge are not nefariously conjuring rules for self benefit, they are volunteering time and mutual love of the sport.  Why is that so dang hard to embrace? 
 

Before I get bashed and reminded of every legal reason why it’s necessary, remember, this is a hobby, we get no prize aside the privilege of running cool places @ a affordable price.

The way I look at it:

 This ChampCar thing could completely disappear with one persons misplaced legal effort for this or that…. where will we be then?  One or two people smugly sit back and smile, the rest are screwed either bracket racing, or being @ the whim of Lemons judges. No thanks. 

 

 In other words, I trust and don’t give a rats ass for “more meeting minutes” , regardless if I agree or not with the minutia of daily decisions. 
 

just another $0.02

 

Edited by Team Infiniti
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15 minutes ago, freshmaker_phd said:

 

I can't speak to any legal obligations of the board, but as an org that bills itself as a "member-run organization", it strikes me as odd that members don't seem to get any view into meetings that happen beyond the annual meeting. Even then, the annual meeting isn't one where topics are truly discussed or even decided on - it's more of a "State of the Org", financial review, and open Q&A... as it should be

 

What OP and others, like myself, are ultimately looking for is greater transparency from the BOD on how the organization is being run and what discussions and decisions are being had throughout the year. This would go a long way towards building more trust with the members, especially those who have questioned decisions the BOD has made, by removing the ambiguity of "what goes on behind closed doors". Each meeting doesn't necessarily need to be fully recorded and/or streamed (although that would be GREAT in lieu of minutes), just notes that outline what happened and was discussed. Most everyone likely understands that most minutes might be mundane and of little interest, but it is at least a fair opportunity for everyone to see how their elected representatives are running the series and keep them honest when needed. We have a secretary on the board, so what's preventing them from keeping and posting meeting minutes for members to see?

 

Just my $0.02.

 

Mostly someone asking without first accusing us of some nefarious wrongdoing or making it a personal attack.  Threats of lawsuits etc tend to not get the response you are looking for.

 

No one has ever emailed us asking for meeting minutes.  The secretary (Tiffany) keeps minutes for all meetings.  Per the bylaws, these are required to be kept and we are conforming with that documents requirements.  

 

No one is trying to hide or do anything devious - we all just have 200 things to do and there is no system set up for this by a paid champcar employee with access to the website to upload them.  Its just not been on the radar of priorities.  

 

Here are the minutes from the last meeting...  

Aug 9 2022 meeting.pdf

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25 minutes ago, Chris Huggins said:

 

Mostly someone asking without first accusing us of some nefarious wrongdoing or making it a personal attack.  Threats of lawsuits etc tend to not get the response you are looking for.

 

No one has ever emailed us asking for meeting minutes.  The secretary (Tiffany) keeps minutes for all meetings.  Per the bylaws, these are required to be kept and we are conforming with that documents requirements.  

 

No one is trying to hide or do anything devious - we all just have 200 things to do and there is no system set up for this by a paid champcar employee with access to the website to upload them.  Its just not been on the radar of priorities.  

 

Here are the minutes from the last meeting...  

Aug 9 2022 meeting.pdf 62.98 kB · 4 downloads

First off Chris,  I wasn’t threatening a lawsuit.  Stating that you are legally obligated to provide those is far from a lawsuit.  
Secondly, a lawsuit would not do anything. There would be no basis for one.  A complaint to the appropriate authority may be an option, but that would be about it.  And I don’t feel that would be worth it.  I have tried to bring the fact, that the organization is required to provide those documents so better transparency.  You instead get defensive and angry that people are asking for that.  
 

To be clear, I sent a total of Five emails to Tiffany and Tyler last year requesting the minutes from meetings and did not ever end up getting them.  This was part of the last email I received:

 

No where in the bylaws does it state that meeting minutes need to be public.  We hold and annual meeting where members can ask questions and get information from the BOD.  That is public.  In our bylaws it states we should save those meeting minutes and save them for 7 years.  It no where states they need to be public, thus the reason we hold an annual meeting for the meetings so any questions may be asked. 

 

So forgive me if I don’t believe you when you say you’ve never had requests for this.  

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@Chris Huggins

 

This is an email from my team to the board. What part of this doesn't say we want to see meeting minutes? What part calls out a law suit? What part is nefarious?
 
FYI your board and the CEO never responded to that email.. 
 
You have no room to go around slinging insults and insinuations yourself.
 
You serve the membership.

Gmail - 2007 Z33 VPI removal_.pdf

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1 hour ago, Chris Huggins said:

No one is trying to hide or do anything devious - we all just have 200 things to do and there is no system set up for this by a paid champcar employee with access to the website to upload them.  Its just not been on the radar of priorities.  

 

Here are the minutes from the last meeting...  

Aug 9 2022 meeting.pdf 62.98 kB · 16 downloads

 

This is meant to be nothing more than constructive criticism. Not one bit blaming or accusing anyone of anything. I hope you can recognize that. 

 

Would a cheap/easy solution to have a stickied thread in this forum for meeting minutes? Same as you've just done, simply reply to the thread and attach the PDF as each meeting minutes is available. I know its one more thing to ask, but nonetheless feel everyone interested would appreciate it and it wouldn't ask CCES to invest in any additional systems or infrastructure to make them available. 

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This same topic comes up every year at this time. For several years. It was good to see Chris post the minutes from one meeting. So it shouldn't be hard to post them all. Our local Car Club takes monthly minutes and shares them with the members each monthly newsletter.

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45 minutes ago, petawawarace said:

First off Chris,  I wasn’t threatening a lawsuit.  Stating that you are legally obligated to provide those is far from a lawsuit.  
Secondly, a lawsuit would not do anything. There would be no basis for one.  A complaint to the appropriate authority may be an option, but that would be about it.  And I don’t feel that would be worth it.  I have tried to bring the fact, that the organization is required to provide those documents so better transparency.  You instead get defensive and angry that people are asking for that.  
 

To be clear, I sent a total of Five emails to Tiffany and Tyler last year requesting the minutes from meetings and did not ever end up getting them.  This was part of the last email I received:

 

No where in the bylaws does it state that meeting minutes need to be public.  We hold and annual meeting where members can ask questions and get information from the BOD.  That is public.  In our bylaws it states we should save those meeting minutes and save them for 7 years.  It no where states they need to be public, thus the reason we hold an annual meeting for the meetings so any questions may be asked. 

 

So forgive me if I don’t believe you when you say you’ve never had requests for this.  

You are incorrect.  The bylaws don't say they have to be made public.  In fact, in certain instances, it would better serve the club to keep some things within the org - IE strategic decisions.  The other orgs are reading our board, our emails, and talking with our members in order to gain market share.

 

I cannot speculate on emails you sent to other board members.

 

 

 

 

14 minutes ago, Gkuhn41 said:

@Chris Huggins

 

This is an email from my team to the board. What part of this doesn't say we want to see meeting minutes? What part calls out a law suit? What part is nefarious?
 
FYI your board and the CEO never responded to that email.. 
 
You have no room to go around slinging insults and insinuations yourself.
 
You serve the membership.

Gmail - 2007 Z33 VPI removal_.pdf 59.82 kB · 1 download

 

The part where you say "are they made available, and if not, why" - I hate to be pedantic as I know you are going to latch on and bite me for it, but that isn't a request for minutes.

 

I'm sorry that email was not responded to - however it was reacted to, the value discussed, and the car was re-added to the VPI list.

 

So when and at who did I sling insults?

 

Why do you think I am on here responding to these posts?  

 

 

 

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8 minutes ago, Chris Huggins said:

You are incorrect.  The bylaws don't say they have to be made public.  In fact, in certain instances, it would better serve the club to keep some things within the org - IE strategic decisions.  The other orgs are reading our board, our emails, and talking with our members in order to gain market share.

 

I cannot speculate on emails you sent to other board members.

 

Chris, perhaps you should go back and read your posts.   you said

 

"No one has ever emailed us asking for meeting minutes.  The secretary (Tiffany) keeps minutes for all meetings."

 

I emailed Tiffany twice asking specifically for the minutes.  Once asking for the minutes, and a second time asking if she received the first email. No response.  I then emailed the chair of the board (Tyler), and was told that Champcar would not be making them public because the By-laws say they don't need to. I explained to him that the by-laws are wrong and even quoted the section of California law that states you must.   For further clarification, just because the By-laws that champcar made up on their own do or don't say something doesn't mean its law.  For an extreme example, if the champcar bylaws stated it was ok to murder someone, would you assume that makes it ok?

 

I do understand what you are saying about keeping some things "within the org".  While this may be a good business decision, the type of structure that Champcar has chosen to operate under does not allow this. (Personal privacy applications excempt of course).  The fact that you would say that proves that you do not understand the way that a Public Benefit Corporation works. Champcar is not a private corporation. It exists to serve its membership, so some corporate strategies that may be beneficial to a private company do not apply.   

 

California Corporations Code, Title 1, Div. 2, Part 2, Chapter 13, Article 3, 6333:

The accounting books and records and minutes of proceedings of the members and the board and committees of the board shall be open to inspection upon the written demand on the corporation of any member at any reasonable time, for a purpose reasonably related to such person’s interests as a member.

 

Article 2, 6320 states that: 

 

(a) Each corporation shall keep:

 

(1) Adequate and correct books and records of account;

 

(2) Minutes of the proceedings of its members, board and committees of the board; and

 

(3) A record of its members giving their names and addresses and the class of membership held by each.

 

Why are you guys making this so difficult?  You wonder why there is this mis-trust and questioning of the BOD, yet you decide to pull this sort of stuff and chew us out for wanting to know what goes on.  I really don't understand it.

 

 

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27 minutes ago, petawawarace said:

Chris, perhaps you should go back and read your posts.   you said

 

"No one has ever emailed us asking for meeting minutes.  The secretary (Tiffany) keeps minutes for all meetings."

 

I emailed Tiffany twice asking specifically for the minutes.  Once asking for the minutes, and a second time asking if she received the first email. No response.  I then emailed the chair of the board (Tyler), and was told that Champcar would not be making them public because the By-laws say they don't need to. I explained to him that the by-laws are wrong and even quoted the section of California law that states you must.   For further clarification, just because the By-laws that champcar made up on their own do or don't say something doesn't mean its law.  For an extreme example, if the champcar bylaws stated it was ok to murder someone, would you assume that makes it ok?

 

I do understand what you are saying about keeping some things "within the org".  While this may be a good business decision, the type of structure that Champcar has chosen to operate under does not allow this. (Personal privacy applications excempt of course).  The fact that you would say that proves that you do not understand the way that a Public Benefit Corporation works. Champcar is not a private corporation. It exists to serve its membership, so some corporate strategies that may be beneficial to a private company do not apply.   

 

California Corporations Code, Title 1, Div. 2, Part 2, Chapter 13, Article 3, 6333:

The accounting books and records and minutes of proceedings of the members and the board and committees of the board shall be open to inspection upon the written demand on the corporation of any member at any reasonable time, for a purpose reasonably related to such person’s interests as a member.

 

Article 2, 6320 states that: 

 

(a) Each corporation shall keep:

 

(1) Adequate and correct books and records of account;

 

(2) Minutes of the proceedings of its members, board and committees of the board; and

 

(3) A record of its members giving their names and addresses and the class of membership held by each.

 

Why are you guys making this so difficult?  You wonder why there is this mis-trust and questioning of the BOD, yet you decide to pull this sort of stuff and chew us out for wanting to know what goes on.  I really don't understand it.

 

 

 

 

We are not a nonprofit public benefit corporation....    (I feel like we had this discussion before)

 

 

I will bring up the discussion (if you want to call it that) here about the general meeting minutes.  I can make a bid to have them posted on the website.

 

I have never said "i'm against it" or "no its a secret" - just that it hasnt been a priority and its not currently set up that way.  I've worked damn hard to be more transparent and get more info out (Example, actually tracking petition votes on a per-bod member basis).  I'm not perfect but damn it really wears me down the way things get portrayed and the things that get said.

 

I don't have the authority or ability to just say "ok of course" and make it happen with the flick of a wrist.  The other BOD members likely won't even know about this "issue" until I bring it up at the next meeting (which is TBD due to rescheduling)

 

 

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2 hours ago, Gkuhn41 said:

@Chris Huggins

 

This is an email from my team to the board. What part of this doesn't say we want to see meeting minutes? What part calls out a law suit? What part is nefarious?
 
FYI your board and the CEO never responded to that email.. 
 
You have no room to go around slinging insults and insinuations yourself.
 
You serve the membership.

Gmail - 2007 Z33 VPI removal_.pdf 59.82 kB · 18 downloads

I'm trying to recreate what happened here.....the not getting back to you by email. We did discuss the 350z in Feb and March. Feb involve finding out about the mistake (two different values) and what we needed to do. We dumped the hard work onto TAC to determine what they thought the value should be. March we decided a value based on what TAC recommended and input from all of us. The concern was an automatic would be a whole other animal. I can not remember if your car was discussed as being and automatic or not. The more modern cars are being valued differently because of the concerns over the 75 point deduction. I am hoping some big brain out there will come up with a fair solution in petition form next cycle. Not long after the value was determined we got an email from someone else about z33 value. I thought that was you and everything seemed taken care of. Sorry this happened how it happened.  

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26 minutes ago, Chris Huggins said:

 

 

We are not a nonprofit public benefit corporation....    (I feel like we had this discussion before)

 

 

 

Your right. My mistake.  Although the wording is the exact same. Change to Part 3 , 8333.  So my point still applies.   

 

We get that its going to take time to do this. But you (The BOD) keep pushing this off like its not a requirement, when it absolutely is.  

Imagine the time and frustration that would be saved if we could all just watch the meetings live?  Just simply record the zoom calls, and post them.  That would satisfy this requirement. Then members could see what actually took place and not have to throw accusations around.  

 

I really think that Champcar needs to accept the limitations and responsibilities to its members.  I totally understand the want to keep things "secret", but you decided what type of organization you wanted to form, you need to follow the rules. You can't keep hiding things from your members, intentional or not.

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2 hours ago, Gkuhn41 said:

@Chris Huggins

 

 
You have no room to go around slinging insults and insinuations yourself.
 
You serve the membership.

Gmail - 2007 Z33 VPI removal_.pdf 59.82 kB · 18 downloads

It's a combination of insults, gas-lighting and condescension. 

I'm glad people are finally recognizing what we saw 3 years ago. It's unfortunate. 

 

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501 C 7 and 501 C 3 organizations do not need to share minutes unless asked for in written form. I find this odd because Non Profit organizations are driven by donations or driven by members through membership fees and services paid for that the organization offers. It does tho seem that written requests have been granted in the past.

I for one would like to see meeting minutes shared with the members an a regular basis. 

Also I think that many of the issues the Forum is looking for from the minutes may not necessarily be included in them. These are items that are recommended to not be in meeting minutes. 

 

  • How individuals voted. In most cases, you’ll simply name who made the motion and who seconded the motion. Then, include the number of votes for each position (i.e., yea, nay, or abstain). 
  • Members’ opinions. Minutes for your board meetings should be unbiased, so steer clear of recording opinions. If necessary, you can simply state that a disagreement or debate occurred.
  • Summaries of documents or presentations. Documents and other reports should be sent ahead of time, so board meetings and minutes can focus on decisions, not reviewing various documents.
  • Anything that could open up the board to liability. This could include praise, displeasure, political banter, and any unnecessary legal terms. This information can open up a tax-exempt entity to scrutiny, leading to a legal investigation.
  • Off-the-record conversations. Side conversations and comments will inevitably occur, but that doesn’t mean they should be included in the minutes. Exclude things that don’t pertain to the topics at hand.
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9 minutes ago, hotrod said:

501 C 7 and 501 C 3 organizations do not need to share minutes unless asked for in written form. I find this odd because Non Profit organizations are driven by donations or driven by members through membership fees and services paid for that the organization offers. It does tho seem that written requests have been granted in the past.

I for one would like to see meeting minutes shared with the members an a regular basis. 

Also I think that many of the issues the Forum is looking for from the minutes may not necessarily be included in them. These are items that are recommended to not be in meeting minutes. 

 

  • How individuals voted. In most cases, you’ll simply name who made the motion and who seconded the motion. Then, include the number of votes for each position (i.e., yea, nay, or abstain). 
  • Members’ opinions. Minutes for your board meetings should be unbiased, so steer clear of recording opinions. If necessary, you can simply state that a disagreement or debate occurred.
  • Summaries of documents or presentations. Documents and other reports should be sent ahead of time, so board meetings and minutes can focus on decisions, not reviewing various documents.
  • Anything that could open up the board to liability. This could include praise, displeasure, political banter, and any unnecessary legal terms. This information can open up a tax-exempt entity to scrutiny, leading to a legal investigation.
  • Off-the-record conversations. Side conversations and comments will inevitably occur, but that doesn’t mean they should be included in the minutes. Exclude things that don’t pertain to the topics at hand.

Except that Champcar has denied access to the minutes when a written request has been made.  

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1 minute ago, petawawarace said:

Except that Champcar has denied access to the minutes when a written request has been made.  

Yes I stated that. " It does tho seem that written requests have been granted in the past."

I also looked through the By-Laws and I don't see where its says "They don't have to" show meeting minutes.

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The minutes need to capture any decisions or actions.  For example: 
 

If the minutes from the TAC were captured (yes they are also required) we could see if they made a recommendation to the BOD and then the BOD rejected that recommendation. It would be prudent for the minutes to also capture the reason why they rejected it.  
 

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