USPS Board of Directors Daytona Beach, Fla. 30 March 2010

Called to order at 0800

Attendees:

C/C Frank Dvorak, SN V/C John T. Alter, SN V/C Robert J. Sweet, SN V/C Robert A. Baldridge, SN V/C Dave Hinders, SN V/C Richard M. Peoples, SN P/C/C Creighton C. Maynard Jr., SN

Guests present:

R/C Eugene Molteni, SN Mary Catherine Berube Tom Kemp

Action items approved:

Ratification of electronic votes:

Upon motion to ratify the electronic votes on matters shown below made on 30 March 2010, which was thereafter seconded, discussed and voted upon by the Board of Directors, United States Power Squadrons, each was approved and ratified.

1. To create the Publishing Committee within the Educational Department.

Rationale: The NEO had reported on plans to combine Curriculum Development & Coordination Committee, Educational Department Operations, and Publications Support Committee into the Publishing Committee and while the board was in agreement, we did not actually create the committee.

2. Appoint Stf/C Patricia Greer, SN, to fill the vacant staff commander position on the Educational Department Publishing Committee.

Rationale: The position was added after the Committee on Nominations had completed its report for the Annual Meeting.

3. Create the position of Cooperative Advertising staff commander within the Budget Committee.

Rationale: Oversight for the Cooperative Advertising Program has been moved to the headquarters Marketing Manager. The Staff Commander will work with the headquarters Marketing Manager for the purpose of coordinating and overseeing program operation.

4. That the Board accepts and approved signing the Jeppesen MOU with Jeppesen Marine, as amended (copy attached).

Rationale: This MOU represents an update and revision of an MOU with C-Map (now owned by Jeppesen) that was executed in 2004 and is replaced by this MOU.

5. Appoint P/D/C Denise Samu, AP, to fill the vacant Cooperative Advertising staff commander’s position on the Budget Committee.

Rationale: Filling a position that was just created.

Motions:

Upon motions to approve, which motions were seconded, discussed and voted upon by the Board of Directors, United States Power Squadrons, each of the following was approved:

1) A motion to dissolve Pennsway/5.

2) A motion that provisional squadrons may order up to 100 copies of ABC3 at a cost of $11 per copy.

Upon motion to approve, which motion was seconded, discussed and voted upon by the Board of Directors, United States Power Squadrons, the following was defeated:

1) A motion to grant provisional squadron status to East Bay Provisional Squadron and to assign the provisional squadron to District 3 for administrative purposes.

Rationale: The request is denied because the proposed geographical location is an area currently serviced by existing squadrons. In addition, District 3 does not support developing a squadron in the geographical area identified.

The Board of Directors will consider a new application that identifies a geographical location that is not currently serviced by an existing squadron and recommended contacting the Squadron Development Committee to assist in identifying an area that is underserved. Discussions

1) Tom Kemp reported that the Learn from the Best brochure is being revised.

2) Kemp reported that the “Boating on Rivers, Locks and Lakes” seminar is now available at headquarters. He reported that he is developing a promotional flyer on seminars for use by districts and squadrons.

3) Kemp reported that he is waiting for Law Committee approval on the new member benefits contract with Affinity Marketing.

4) Kemp reported that squadrons submitted Cooperative Advertising fund requests of approximately $3,400 in the first quarter.

5) Kemp reported that Ship’s Store year- to-date sales totaled $57,212. Current inventory values as of 31 March 2010 were $65,684.

6) Kemp reported that approximately 20,000 copies of WaterSmart from the Start student manuals have been shipped since December 2009. WaterSmart student manuals are being shipped with MetLife coloring books orders. Shipping and handling costs are charged to the WaterSmart grant.

7) Kemp reported that he and D/Lt/C George Malindzak, SN, Raleigh Sail/27, would meet with Wake Technical Community College in Raleigh, N.C., to discuss a proposal to teach USPS courses.

8) The BOD discussed ideas for celebrating USPS’ 100th Anniversary in 2014.

9) Mary Catherine Berube reported that software support for the AS/400 at headquarters had reached end of life. She is working with the USPS IBM business partner to identify alternative solutions.

10) Berube reported that she would e-mail the 2009 USPS 990 form to the BOD for review before the 15 April deadline.

11) The Ensign staff has recently begun a USPS stargazer blog at uspsstargazer.wordpress.com, which includes weekly posts and RSS feeds with upcoming star calendar information.

12) The Ensign staff reported that the retooled monthly USPS Compass was shifted to Friday delivery, and as a result the number of Ship’s Store orders on the Monday following delivery has nearly tripled.

13) R/C Molteni reported that nonmember exam processing should be available within two-three weeks. The system is currently being tested. 14) R/C Molteni reported that the revised ABC3 student manual, companion CD-Rom and Rose Point DVD will be available for shipment to squadrons within the next two weeks.

15) R/C Molteni reported that the Educational Department is working with the Information Technology Committee and headquarters on the initiative that would increase the cost of the ABC3 online course from $34.95 to $49.95 and include a 6 month membership in the Cyber Squadron.

16) R/C Molteni reported that several updates will require upgrading the Educational Department website and the course tracking and exam reporting systems. He reported that he is securing bids to perform the redesign.

17) V/C Alter discussed future national meetings. He reported that no commitments were made for national meeting dates or locations in 2013 and 2014. The BOD agreed that C/C Dvorak would appoint a taskforce to offer recommendations on national meeting formats and locations.

18) V/C Sweet reported that he and C/C Dvorak met with the chief executive officer of Brunswick in March 2010 to discuss teaching ABC3 to Brunswick dealers and customers.

19) V/C Sweet reported that he and Tom Kemp met with representatives from Regal Boats on 3 Feb. 2010 to discuss a proposal where Regal Boats would purchase ABC3 student manuals and distribute with every Regal boat sold. Discussions are ongoing.

20) V/C Sweet reported that discussions are ongoing with Broward College to include USPS courses in its curriculum.

21) V/C Sweet reported that he is working with the American Boat and Yacht Council on an initiative that would include teaching USPS courses in all seven of its colleges.

22) V/C Sweet reported that a USCG On-the-Water Training Grant meeting is scheduled in May 2010.

23) V/C Sweet reported that the Boat Operator Certification Program is moving forward with plans to certify navigators in 2010.

24) V/C Baldridge reported that the Membership Committee is developing the Doing it Right Award. The DIR Award is a squadron self-assessment of 25 criteria on becoming successful. DIR winners will be entitled to display a symbol on their squadron websites and newsletters.

25) The Membership Committee is working on a pin to designate the Very Important Member Award. This award will be given to all members who recruit one new member.

26) V/C Baldridge discussed squadrons accepting small businesses as corporate members. 27) V/C Baldridge reported that the Member Benefits and Membership committees are developing a member benefits insert to include with reminder dues notices.

28) The Leadership Development Committee is contacting districts to set up locations for DAO/SAO training.

29) V/C Baldridge reported that the Squadron Activities Committee is establishing a communications network between districts and squadrons.

30) V/C Hinders reported that 4,660 members have signed up for SailAngle.com. He reported that several squadrons have signed up their members for SailAngle.com and offered an opt- out feature.

31) V/C Hinders reported that 288 members joined the Cyber squadron in 202 days. Forty percent of those members have transferred to a local squadron.

32) V/C Hinders reported that beginning in March 2010 dues notices will be sent electronically to all members with a valid e-mail. This option makes renewing easier and will save time and mailing costs. Printed dues notices will be sent approximately two weeks after electronic notices to members who have not paid.

33) V/C Peoples reported that the 2009 audit was complete. Total operating expenses exceeded revenue by $61,948. Total non-operating revenue exceeded expenses by $295,616.

34) V/C Peoples reported that the Finance Committee would ask the Governing Board to approve an annual dues increase of $2 for the next five years.

35) P/C/C Maynard reported that the United Safe Boating Institute submitted a grant request to the United States Coast Guard to study a method for correlating, if any, the relationship between vessels not passing safety inspections and injuries/fatalities as reported to the USCG. The study would include geographical areas and failure areas shown on revised vessel safety check forms.

Adjourned 1705 MEMORANDUM OF UNDERSTANDING BETWEEN JEPPESEN MARINE AND UNITED STATES POWER SQUADRONS®

THIS MEMORANDUM OF UNDERSTANDING (this “MOU”) is between Jeppesen Marine, Inc. (formerly known as “C-MAP USA” and hereinafter “Jeppesen”), a corporation under the laws of the State of Delaware and the United States Power Squadrons (hereinafter “USPS”) a non-profit corporation under the laws of the State of North Carolina.

WITNESSETH THAT:

WHEREAS, Jeppesen, as a leading producer of vector digital charting products, many under the C-Map, C-Map by Jeppesen, and Jeppesen Marine trade name, has significant interest in the proper and safe use of charts and related tools by the boating population, and the betterment of navigation tools for the safe operation of vessels, boats and personal watercraft on the navigable waters; and,

WHEREAS, USPS has been actively engaged in the education of the public and its members in a wide variety of boating and nautical subjects since its establishment in 1914; has been actively engaged in the training of the general public in matters of seamanship, boat-handling, and navigation; and for more than fifty years, has provided the United States with basic and safe boating instruction, made locally available on a recurring basis, through its own public course development and teaching; and,

WHEREAS, Jeppesen has already promoted USPS products through its Club Jeppesen Marine group and its catalogs, and has expressed interest in cooperating with USPS in educating the boating public in the proper use of charts and navigation tools, and

WHEREAS, the parties had previously entered into that certain Memorandum of Understanding dated August 11, 2004. The aforementioned Memorandum of Understanding is hereby terminated, superseded and replaced with this MOU.

WHEREAS, the parties wish to cooperate in advancing safe navigation and the use of electronic charts, in educating the public in their use, and in providing discounted charting products to USPS for internal use and resale.

WHEREAS, USPS and Jeppesen wish to memorialize and build on the relationship established.

NOW, THEREFORE, the parties hereto agree as follows:

I. Jeppesen shall have the following responsibilities (see Attachment A for supporting details):

1. Discounted Jeppesen vector chart cartridges and PC-based chart readers (MMR – USB Multimedia Reader) at demo discount prices to operate with a certain chart plotter emulator for use in standard USPS navigation training courses. 2. Discounted Jeppesen products at dealer prices to USPS for internal use and resale, provided that USPS maintains its dealer/distributor agreement with Jeppesen. 3. Discounted annual membership in Club Jeppesen Marine to USPS members using Jeppesen compatible chart plotter systems. 4. Cooperation with USPS in topics relating to the development and improvement of electronic charts and electronic charting products and promotion thereof to the appropriate authorities. 5. Assistance in the promotion of membership in USPS to the general boating public. II. USPS shall have the following responsibilities:

1. Education of the public and members in the proper use of vector digital charts and related tools using the materials provided by Jeppesen. 2. Dissemination of Jeppesen supplied information to the members of USPS regarding discounted products, Club Jeppesen Marine, and Jeppesen educational materials. 3. Acknowledgement of Jeppesen’s contributions, products, and assistance to the membership and public attending USPS education programs and on the USPS website. 4. Assistance to Jeppesen in the form of training programs for its staff, employees, and their families; and encouragement of Jeppesen employees and families to become members of USPS having met the requirements for same. 5. Cooperation with Jeppesen in topics relating to the development and improvement of charts and charting products and promotion thereof to the appropriate authorities. 6. Reselling Jeppesen products on the USPS website with order fulfillment from Jeppesen, provided however that USPS maintains its separate dealer/distributor agreement with Jeppesen.

III. The parties hereto further agree as follows:

1. To maintain open communication, cooperation and support in furtherance of their mutual goals and objectives. 2. That any amendment made to this MOU must be with the written consent of all parties. 3. Neither party shall represent or speak for the other in any communications or presentation other than to identify the elements of this MOU. 4. That this MOU shall become effective upon the date of its execution by both parties and shall remain in effect for a period of five (5) years or until either party provides ninety (90) days written notice to the other. 5. That the parties shall each respect and protect the intellectual property and confidential information of the other and avoid disclosure. 6. That this MOU contains the complete agreements and understandings of the parties hereto. This MOU hereby terminates, supersedes and replaces that certain Memorandum of Understanding executed between the parties on August 11, 2004.

FOR JEPPESEN MARINE, INC.:

______Greg Bowlin, Senior Vice President & General Manager Date

FOR THE UNITED STATES POWER SQUADRONS:

______Frank A. Dvorak, SN, Chief Commander Date

8 ATTACHMENT A

1. Jeppesen supplied materials for inclusion in USPS training courses

Jeppesen agrees to sell to the USPS a Multiple Media Readers (MMR) and MaxWide electronic charts at 50% discount off published retail price. The MMR/MaxWide standard product is offered only in combination and for use as an optional feature in conjunction with the Standard Horizon software emulator. The MMR/MaxWide special offer is made to enable USPS to demonstrate and employ localized charting data as a part of their navigation training course work. Any use of the MMR/MaxWide products outside of USPS’ training courses provided at the aforementioned discount is strictly prohibited.

2. Special USPS membership discounts to Jeppesen products

Jeppesen Marine will also permit individual USPS members in good standing to order Jeppesen products directly from Jeppesen’s Customer Care department. A direct order placed by a USPS member will entitle them to a 20% discount off published list price. A credit card is the standard method of payment for all purchases. The USPS member must provide their valid membership number.

The Jeppesen Marine Light Marine Customer Care department may be reached at 800.424.2627.

3. Special Club Jeppesen Marine Membership Plan for USPS Members

USPS/Jeppesen users enjoy a special and recurring $79 annual member fee that grants access to all the benefits of full Club Jeppesen Marine membership for a complete year. This membership fee includes one exchange of any Jeppesen electronic chart that is owned by the USPS member. The latest version includes all the official navigation and value-added changes that have occurred in that electronic chart coverage area since it was initially produced.

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