AGENDA INTERNATIONAL AEROBATIC CLUB BOARD OF DIRECTORS MEETING OSHKOSH, WISCONSIN WEDNESDAY, NOVEMBER 13 – THURSDAY, NOVEMBER 14, 2013 WEDNESDAY, NOVEMBER 13, 2013 OPEN FULL SESSION EAA AIR ACADEMY LODGE BASEMENT 8:00 a.m. – 5:00 p.m. Dress will be business casual Continental Breakfast and noon Lunch will be catered in 6:00 p.m. IAC Board Dinner at The Vintage, 3105 S Washburn St Oshkosh THURSDAY, NOVEMBER 14, 2013 OPEN FULL SESSION EAA AIR ACADEMY LODGE BASEMENT 8:00 a.m. – 5:00 p.m. Dress will be dark suit or sport coat and tie for men. Dark suit or dress for women. 11:45 a.m. - Board photo in front of Lodge fireplace Continental Breakfast and noon Lunch will be catered in All Boards Dinner/Hall of Fame Celebration 5:30 p.m. Reception – 7:00pm Dinner AGENDA INTERNATIONAL AEROBATIC CLUB BOARD OF DIRECTORS MEETING OSHKOSH, WISCONSIN WEDNESDAY, NOVEMBER 13 – THURSDAY, NOVEMBER 14, 2013 Wednesday, November 13 - 8:00 am # ITEM AUTHOR PAGE TIME I. CALL TO ORDER - A. PRESIDENT Sowder 1. Call to Order/Opening Comments 2. Special Membership Meeting (Adopt Articles of Incorporation) 3. Sign Conflict of Interest & Return to Trish Page 5 4. Spring Board Meeting Dates/Places 5. Discussion of SnF 2014 (April 1-6) (Easter April 20, 2014) II. OFFICER REPORTS SECRETARY Secretary’s Report Ward Meeting Minutes Approval (Spring/Oshkosh) Page 10/ Page 16 Governance/ Electronic Voting Page 17 TREASURER - Treasurer’s Report Hart Balance Sheet Page 18 Statement of Activities III. PROGRAM UPDATES - Safety Committee Report Johnson Page 26 Membership Chair Report McConnell Verbal Membership Marketing Presentation Chase Page 27 Collegiate Program Update Bowes Page 34 DIRECTOR’S REPORTS - Regional Director Update Northeast – Steveson Southeast – Adams Mid-American – Ballew Page 38 South Central – Bowes Page 40 Northwest –Sowder Verbal Southwest – Benzing Page 54 International – Rihn-Harvey Non-Regional Director Reports III. PROGRAM UPDATES - Judges School Program Dungan Page 60 Technical Committee Report Myers Page 62 Discuss/vote on server cost Sowder Verbal IAC Open Contest Selection Sowder/Adams Page 63 Glider Chairman Report Gilhousen None Rules Proposals 2012 Howard Page 65 Proposed Rules Changes Known Sequence Selection Primary RV/No Spin Sequences discussion Rules Deadline Proposal Ward Page 82 Elections Committee Report/Election Report Stoltenberg Page 83/ Page 84 Govt Relations Update (Morris, IL/Legal Pleadings) Ballew Page 85/ Page 88 P&P Discussion Safekeeping of IAC Docs/Rulebook Usability Ward Page 266/ Page 268 Benzing Page 269 Sowder Verbal Meeting Adjourns 5:00 pm Board Dinner at The Vintage 6:00 pm AGENDA INTERNATIONAL AEROBATIC CLUB BOARD OF DIRECTORS MEETING OSHKOSH, WISCONSIN WEDNESDAY, NOVEMBER 13 – THURSDAY, NOVEMBER 14, 2013 Thursday, November 14 - 8:00 am # ITEM AUTHOR PAGE TIME III. PROGRAM UPDATES - (continued) Annual Awards Chair Update Penner Page 281 Achievement Awards Chair Update Penner Page 282 Discuss Ach Award Committee Additions Editor Report Paulk Page 284 Mag Discussion/Contest Articles in SA Ward Page 286 CIVA Report and Proposals Heuer Verbal Rules and Judging Sequence Proposals WAC Report Penner Page 287 IV. COMPETITION - US Nationals Report Smutny Page 379 US Nationals Chief Judge Reports Harrison Page 412 US Nationals Jury Report Lovell Page 414 Approve Matt Tanner for Nats 2014 Sowder Verbal V. Directors New Business - 11:45 p.m. Board of Directors group picture taken by Lodge Fireplace Lunch 12:00 noon All Boards Dinner/Hall of Fame Celebration (Founders Wing, Museum) 5:30 Reception New board members, please go to the photo area and have your photo taken. IAC rev. 100711 International Aerobatic Club Board and Principal Officers Conflict of Interest Policy Article I: Purpose This Policy has been adopted by the board of directors (the "Board") of the International Aerobatic Club to protect the Club’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Club or might result in a possible excess benefit transaction, and in other situations where an officer or director might have divided loyalties. This Policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. Article II: Definitions 1. Fiduciary. Any director or principal officer (President, Vice President, Treasurer, Secretary, and Controller) of the Club, and any member of any committee with Board delegated powers, who owes a fiduciary duty to the Club is a Fiduciary. 2. Interested Person. A Fiduciary who has a Financial Interest or Divided Loyalties, as each term is defined below, is an Interested Person. 3. Committee. A committee established by the Board to make conflict of interest determinations is the Committee. The Committee may, in the discretion of the Board, be any Board Standing Committee. In the absence of delegation of authority to such Committee by the Board, the Board shall act on all matters requiring action under this Policy and, in such case, the term Committee as used herein shall refer to the full Board. 4. Financial Interest. A person has a Financial Interest if the person has, directly or indirectly, through business, investment, or family: a. An ownership or investment interest in any entity with which the Club has a transaction or arrangement, b. A compensation arrangement with the Club or with any entity or individual with which the Club has a transaction or arrangement, or c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Club is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. 5. Divided Loyalties. A person has Divided Loyalties if the duties or obligations that he or she has to the Club conflict with, are adverse to, or diverge from his or her own personal interests or his or her other professional or fiduciary duties, obligations, or responsibilities to another person or entity, including without limitation, to an employer, an organization on whose board of directors the person sits, or a family member. Divided Loyalties do not necessarily relate to Financial interest or other financial benefit. IAC rev. 100711 Financial Interest(s) or Divided Loyalties do not necessarily constitute conflicts of interest. Under Article III, Section 2, a person who has a Financial Interest will have a conflict of interest only if the Committee decides that a conflict of interest exists. Article III: Procedures 1. Duty to Disclose. In connection with any actual or possible conflict of interest, a Fiduciary must promptly disclose the existence of a Financial Interest or Divided Loyalties and be given the opportunity to disclose all material facts regarding it to the members of the Committee. The Committee shall adopt a method for soliciting all Fiduciaries for such disclosures not less often than annually. If a Financial Interest or Divided Loyalties occur, or come to the attention of a Fiduciary, before such periodic solicitation, such Fiduciary shall nevertheless promptly make such disclosure to the Committee. 2. Determining Whether a Conflict of Interest Exists. After disclosure of the Financial Interest or Divided Loyalties and all material facts related thereto, and after any discussion with the Interested Person, such Interested Person shall leave the Committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Committee members shall decide if a conflict of interest exists. 3. Procedures for Addressing Conflicts of Interest a. An Interested Person may make a presentation at the Committee meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. b. The chairperson of the Committee shall, if appropriate, appoint a disinterested person or persons to investigate alternatives to the proposed transaction or arrangement. c. After exercising due diligence, the Committee shall determine whether the Club can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Committee shall determine by a majority vote of the disinterested Committee members whether the transaction or arrangement is in the Club's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. e. In a case of Divided Loyalties in which a transaction or arrangement is not at issue, the chairperson of the Committee shall determine whether the Divided Loyalties are sufficient to impair the performance of the affected person’s duties to the Club, either generally or in a specific situation, and if the Committee determines that the performance would likely be materially impaired or give the appearance that it may be materially impaired, the Committee shall determine an appropriate remedy or solution and report such remedy or solution to the Board. 4. Violations of the Conflicts of Interest Policy - 2 - IAC rev. 100711 a. If the Committee has reasonable cause to believe a Fiduciary has failed to disclose a Financial Interest or Divided Loyalties, it shall inform him or her of the basis for such belief and provide him or her an opportunity to explain the alleged failure to disclose. b. If, after hearing the Fiduciary 's response and after making further investigation as warranted by the circumstances, the Committee determines that the Fiduciary has failed to disclose a Financial Interest or Divided Loyalties, it shall recommend appropriate disciplinary and corrective action to the Board and the Board shall take appropriate disciplinary and corrective action after due consideration of the Committee’s recommendation.