Board Meeting Minutes

April 10, 2017 Board Meeting Minutes

August 9, 2017
Meeting Minutes 4-10-17
President Scott Winans called the meeting to order and called the roll.  Present were the President and board members  Rodney Fitzhugh, Renata Raziano, Sven Edstrom, Clark Rieves, John Howe, Dan Antonelli and Paul Koski.  Also present were Kadie Sapp, Marty Kauzlarich  and Traci McCurdy.  Not present were board members Stephen Barnes, Chris Muhr, Trisha Oakland and Edward Hines.
Finding a quorum present, the President called for comments on the minutes from the January 17, 2017 Board meeting.  There were no comments and, following motion made and seconded, the minutes were approved by unanimous vote.
Clark Rieves stated that he had missed the last previous meeting and had not been re-elected as treasurer.  The president nominated Clark for treasurer and his appointment was approved without discussion by unanimous vote.
Chapter Reports
The President then asked each Chapter Chairperson  whether any of them had any additional comments or information further to the written reports previously submitted.  Chapter reports from the Uncompahgre Chapter, the RAT Chapter, the DAMB Chapter and the West End Chapter are appended hereto.  John Howe noted that the Grand Valley Chapter had not submitted a written report and briefly summarized ongoing activities in the Grand Valley, as follows:
The new Hawkeye Trail will open near the Mack Ridge Parking Lot during the Fruita Fat Tire Festival, the last Friday in April.
The GV chapter has worked on maintenance and improvements to the bike park at the Lunch Loop parking lot, and that work will continue until complete
Rodney Fitzhugh sought input from the Board concerning the RAT report about resistance from federal land managers to new trail construction, noting that both BLM and USFS have discouraged any consideration of new trails in Ouray County due to ongoing pressure from CPW.  The president agreed to resume efforts to organize region-wide meeting of user groups directed to the issue, with a view toward bringing pressure to bear on CPW at the state level. 
Treasurer Report
The treasurer asked whether the company policy of transferring $1000.00 per chapter per year from the general fund remained in effect.  A brief discussion and reference to prior minutes confirmed that each chapter should receive a $1000.00 transfer each year on or about February 2nd
The treasurer then referenced the financial reports circulated earlier to the Board members via email (copies attached).  He noted that the company spent about $2500.00 more than it received in for 2016, and that amounted to less than 1% of the $267,000.00 spent. A discussion ensued concerning format and organization of the financial reports with questions mainly from Rodney Fitzhugh and the treasurer responding.  All questions were resolved and the treasurer will send the RAT chapter some additional documentation concerning RAT chapter 2016 financial activities.
In response to the treasurer’s question, Renata Raziano and Rodney Fitzhugh confirmed that all CPW grant money previously awarded to COPMOBA has either been spent or will be spent in 2017.  The treasurer will contact Amy Sharp for info about grants and then will create a company budget for 2017.   
The treasurer urged all board members to visit nonprofitaccountingbasics.org for helpful information about non-profit financial management practices.  He also suggested that company purchases be paid for directly with company funds, and not by individuals who then seek reimbursement.  To the extent that individuals do seek reimbursement, they must provide receipts. 
The treasurer also suggested that each chapter chair have access to a debit card for company expenditures. After a brief discussion, the Board, by motion made, seconded and unanimously approved, authorized the Treasurer to contact the company bank about getting the cards issued. 
A discussion ensued concerning a separate bank account with limited funds for use by the coordinator.  Following motion duly made and seconded, the Board voted unanimously to authorized the treasurer to set up such an account with a limit of $500.00, to include both a debit card and checking services.
The Treasurer reported a company operating account current balance of $153,356.47, and a current money market account balance of  $36,151.86.
Old Business
Accounting review
The treasurer suggested that no outside CPA review is needed unless the company anticipates an audit.  The treasurer instead suggested that the board appoint a financial committee to consult with the treasurer, review the financials and perform general oversight of company financial affairs. After further discussion the treasurer suggested that Lisa Tonsfeldt might be a good choice of CPA if the company decides to pay for a third-party review. 
Clark Rieves, John Howe and Dan Antonelli agreed to sit on the finance committee and agreed to generally meet once a month and at least two times before the next board meeting, and report on their progress at that meeting.
The board discussed recent difficulties with reconciling local chapter financial records against those kept by the treasurer.  The treasurer suggested the problems could be solved with better communication and sharing of documents.   To begin addressing those issues, the Treasurer will draft written guidelines for chapter personnel to use in managing financial documents and communications. The treasurer also agreed to begin producing financial reports on a month-to-month basis (by the 10th day of each month), instead of quarterly.      The chapter chairpersons will consult the treasure within 7 days of receiving such reports to reconcile any discrepancies between the treasurer reports and the local chapter financial records.      
Liability Coverage
John Howe has investigated issues with the company CGL insurance policy.  He has determined that the current policy does not provide any med pay coverage for volunteers injured while working on company trail projects, or any other company events.  The board discussed the fact that, when working with Federal Land managers on federal lands, company volunteers are, provided they have signed appropriate volunteer agreements with the agencies, covered by agency insurance.  The board discussed use of mandatory liability damage waivers by all chapters for all volunteers on all company work projects and other events.  Rod Fitzhugh and Renata Raziano will share the waivers historically used by the RAT chapter, the Unc Chapter and the Tour De Bloom organizers.  Other board members will review and comment on possible changes and the company will attempt to standardize all such waivers to the extent possible, with due consideration for the circumstances of each event.  There was a brief discussion about other aspects of the insurance, as follows:
            1.         the current policy does not cover for anyone injured while participating in a COPMOBA sponsored race or competition on any trail or other venue.  That coverage is available only by special event rider, on a case-by-case basis.
            2.         the current policy does not cover any injuries suffered by any person as a result of completed operations on pump tracks, skills parks and similar projects.  RAT has obtained a rider from the insurance carrier to cover the Ridgway pump track completed operations hazard. None of the company’s other, similar projects is covered.
            3.         John will submit a written report about his insurance review before the next board meeting. 
New Business
Paul Koski introduced Kadie Sapp as a prospective new board member from the West End Chapter.  Paul plans to resign from the Board in the near future and will assist in getting Kadie up to speed on COPMOBA board business. 
Paul explained that, until the West End Group was formally admitted as a Copmoba chapter last year, that group had managed funds cooperatively with West End Trails Alliance and Montrose West Recreation, Inc. (a 501c3 org).  The board discussed the need for Copmoba funds to be segregated from funding received from the other groups.
The new coordinator (Tisha McCombs) will start as soon as possible.  The treasurer will provide her with all tax and other employment forms, such as W-4 forms. 
Various board members will coordinate with each other and Tisha to transfer supplies, equipment and other material from Kristina Kittleson to Tisha.  The company agreed to continue using the same P.O. Box in Grand Junction.  Clark and Scott will make a point of checking that box at least once a week. 
The board agreed that each chapter shall, within 2 weeks, provide a list of priorities and tasks to be assigned the coordinator.  Scott will initiate a Google Group thread for this purpose. All board members agreed that Tisha should meet with all chapter chairpersons as soon as possible and also attend all upcoming local chapter meetings. In general, the board expressed the view that local chapters will benefit greatly from having the coordinator involved with local events, local fund raising, grant research, marketing, sales for trails, outreach to local land managers and agencies and local membership issues. 
Clark will help with company IT issues such as passwords, website credentials and software issues, including notably Little Green Light. Tisha, Clark and Bryce Palo need to communicate immediately about Tour De Bloom registration status and record keeping.
MOU with BLM
Each chapter within the BLM UFO management area received a proposed MOU for trail maintenance.  They all look nearly identical.  The company would prefer one agreement for the whole company with the entire BLM. Scott will contact Grand Junction BLM about this and Rod will follow up with the UFO. 
NFTAG is the North Fork Trail Advocacy Group and advocates for mountain bike trails on public lands in the North Fork River Valley.  Tracy McCurdy attended the meeting on behalf of NFTAG and explained that NFTAG has been working with the DAMB chapter on North Fork issues.  Tracy and Sven related to the board frustration among North Fork locals about the red tape required by BLM prior to any maintenance activities.  The board discussed the fact that  consistent efforts to work within BLM regs and practices to get things done has historically helped build trust between BLM and Copmoba.  NGTAG and DAMB will contact BLM with a request that BLM provide trail crew leader opportunities locally to facilitate the trail maintenance partnership between BLM and COPMOBA.
Non Motorized Trail Grant
            Discussion of CPW trail maintenance and construction grant application options was tabled until the next meeting. 
Fruita Fat Tire Fest
            John agreed to look for GV chapter volunteers to man a COPMOBA tent at the Festival this month.
Next Meeting
            The Board will meet again on July 10, 2017 in Montrose. 
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