Meeting Minutes

BMW MOA Foundation 2005 Annual Meeting
Lima, Ohio  July 21, 2005

Allen County Fairgrounds, Lima Ohio, Building designated at the BMW MOA International Rally as “Seminar 6,” 2:55pm:

General Meeting of the BMW MOA Foundation was called to order, Treasurer Roger W. Wiles, Blairsville GA, presiding.  Wiles noted the following absences:

            David Celento, President                      Conducting GEARS Camp
            Gary Rollins, Vice-president                 Resigned prior to General Meeting

            Secretary Voni Glaves was in attendance; Voni Glaves requested that Wiles preside. 

The following Trustees of the BMW MOA Foundation were present:

NAME CITY STATE
Sandy Cohen St. Louis MO
Voni Glaves Lawrence KS
Roger Wiles Blairsville GA
Clark Luster Sewickley PA
Lyle Grimes Westwego LA
Steve Johnson San Antonio TX
Steve Coburn Charlottesville VA
Charlie Payson Battle Creek MI
Marina Ackerson Highland MI
Gray Buckley Lakewood CO
Gil Wozniak Milwaukee WI
Bob Reitberger Milwaukee WI
Sue Rihn-Manke Palmyra WI
Randy Hone Turners MO
Percy “Cy” Young Thetford VT
Larry “Hawk” Hawthorne Decatur IL
Dave Swider San Rafael CA
Bradford Benn Granger IN
Michael Friedle Poughkeepsie NY
Deb Lower Colorado Springs CO
Larry Stonestreet Murrieta CA
Greg Feeler Boise ID
Gary L. Smith Pittsburgh PA
Don Faichney Port Hope, Ontario CAN
Paul Glaves Lawrence KS
Rob Nye (by written proxy) Dartmouth MA

Secretary Glaves determined that a quorum was present.

            Wiles recognized former Foundation President Pam Dempster, who passed away the previous Sunday.  A moment of silence was observed in her memory.  Pam Dempster’s contributions to the Foundation and the BMW motorcycling community were noted with sadness and appreciation.

            Wiles recognized outgoing President David Celento, and noted that Celento’s absence was due to the fact that he was in the process of conducting the Foundation’s GEARS Camp for younger riders at an off-site location at the time of the General Meeting.  Wiles noted Celento’s many contributions and accomplishments for the benefit of the Foundation over the previous two terms; a crystal plaque of appreciation for past service was presented to David Celento in absentia, with arrangements to re-present the plaque to David Celento personally in an appropriate venue.

            Wiles, presiding, asked for changes or amendments to the Minutes of the 2004 General Meeting of the BMW MOA Foundation.  Hearing none, Wiles declared the Minutes to be permanent.

            Wiles, acting in his capacity as Treasurer, distributed the current Foundation Balance Sheet and Income Statement.  Wiles called for discussion and questions regarding the Foundation’s financials; none were forthcoming.

            Wiles, presiding, introduced the proposed amendments to the Foundation’s By-Laws for the Trustee’s consideration; Wiles introduced BMW MOA Executive Director Ray Zimmerman, who has been working with both the Foundation’s attorneys and the BMW MOA’s attorneys to affect the transition of the Foundation to then become a part of the BMW Motorcycle Owners of America; Zimmerman explained in detail the various changes, and distributed copies of the proposed amendments.  Zimmerman noted that the amended By-Laws combined the offices of Secretary and Treasurer.  Zimmerman fielded questions from the Trustees until no further questions were forthcoming.

              Wiles called the question for adoption of the amendments to the Foundation’s By-Laws.  Motion for adoption was made by Steve Johnson, TX, and seconded by Charlie Payson, MI.  A voice vote was called, and there was no opposition; Wiles therefore determined that the Motion carried by unanimous acclimation.

            Wiles described the arrangements for appointment of an Interim Board of Directors for the BMW MOA Foundation, as follows:  As per the Amendment to the Foundation’s By-Laws, five (5) Foundation Board members would be appointed by the President of the BMW Motorcycle Owners of America, and four (4) would be appointed by the existing Foundation Trustees.  Interim Board of Director members agree to:  1) Serve at the pleasure of the BMW Motorcycle Owners of America  2) Submit their resignations willingly upon request by the President of the BMW MOA  3) Serve no longer than February 1, 2006.  On or before February 1, 2006, the BMW MOA and the Foundation will agree to appoint permanent members to the Foundation’s Board of Directors.  Wiles introduced the newly-appointed Interim Board of Directors for the BMW MOA Foundation, as follows:

NAME CITY STATE TITLE APPT BY
Roger Wiles Blairsville GA President MOAF
Voni Glaves Lawrence KS Vice-president MOA
Brian Mullins Pittsburgh PA Sec. & Treasurer MOA
Gray Buckely Lakewood CO    MOA
Karol Patzer Egan MN   MOA
Greg Feeler Boise ID    MOA
Bradford Benn Granger IN   MOAF
Larry Stonestreet Murrieta CA   MOAF
Steve Johnson San Antonio TX   MOAF

An unsolicited Motion to adopt the Interim Board of Directors was made by Paul Glaves, KS, and seconded by Deb Lower, CO.  A voice vote confirmed the appointments, above, by acclimation.

            BMW MOA President Larry “Hawk” Hawthorne made brief comments regarding the joining of the two organizations.  Steve Coburn, VA, asked about furthering communications about the work and capabilities of the Foundation among the BMW motorcycle community by way of the BMW MOA “Owners News” magazine; Hawthorne assured those assembled that the ON would be used frequently to further the work and missions of the Foundation.

            Paul Glaves, KS, made brief comments regarding the potential effective use and capabilities of a not-for-profit educational foundation in conjunction with a parent organization.

            Sue Rihn-Manke, WI, Chairperson of the 2005 BMW MOA International Rally, made brief comments regarding how the Foundation assisted the BMW MOA in obtaining permits for various Rally activities; it appears that, absent a not-for-profit organization such as the Foundation, several regular Rally events could not have taken place. 

            At 3:05pm, Wiles requested a Motion to adjourn the 2005 General Meeting of the BMW MOA Foundation, sine die.  Motion to adjourn was made by Bradford Benn, IN, and seconded by Greg Feeler, ID.  There being no opposition, Wiles, presiding, declared the General Meeting so adjourned.

Respectfully Submitted

/s/

Roger Wiles, President (Interim) BMW MOA Foundation
August 1, 2005