Meeting Minutes 5-25-13

BOARD OF DIRECTORS MEETING

CALL TO ORDER

MEETING DATE MEETING LOCATION CALL TO ORDER
May 25, 2013 Wakulla High School 3:26 pm

APPROVAL OF MINUTES

“IS THERE ANY OBJECTIONS TO APPROVING THE MINUTES OF FEB 23 2013 AS DISTRIBUTED”
Vote

Unanimous

MEMBERS PRESENT

Gene Melton Tom McMillian
Tony Flaris Bill Dunn
Frank Ohidy Forrest Wilson
Marissa Lasso

GUESTS PRESENT

APPROX 30 MEMBERS

Page 2

OLD BUSINESS

TREASURER’S REPORT
  • 1. Financial Report
 

  • 2.
 

  • 3.
LEADERSHIP REPORT
  1. 1. Property Report –Safety is the NSS-CDS’ Main Concern
 

  • 2. Deck/Steps/Boardwalk at Cow Springs a milestone for the NSS-CDS
 

  • 3.
TRAINING REPORT
  • 1. Bill Dunn not present
 

  • 2.
 

  • 3.
VICE CHAIRMAN’S REPORT
  • 1. 2013 Workshop had about 130 attendees
 

  • 2. Need to determine location and date of May 2014 Workshop. Workshop Chairman also needed.
 

  • 3. Question from the floor: Does one particular area create more revenue than another? Answer: We do not have the data regarding revenue available to provide accurate answer. However, it has been the practice to rotate the workshop to different regions to increase exposure.
 

  • 4. We have committed to doing another Workshop in Missouri Sept 14 2013
 

  • 5. Currently we have abandoned transitioning the web site to a new format.
 

  • 6. We were able to contact former webmaster who was able to repair web page to a functional point.
 

  • 7.

Page 3

CHAIRMAN’S REPORT
  • 1. Constitution and Bylaws passed vote
 

  • 2. New clause in By-Laws requires all BoD Members to read Florida Statues concerning Not for Profit Organizations.
 

  • 3. NSS-CDS Cave Diving Manual is planned to be complete by the end of summer. Currently it is ¾’s of the way edited for continuity and flow. Request from for to send edited chapters back to original authors for content verification.
 

  • 4. School Sink litigation-as of this point we have spent $18,000 in real dollars. Additional time and expenses exceed $60,000.
 

  • 5. Trial that was set for July has been postponed to an unknown date. This information was received this week.
 

  • 6. Request from the floor: To consider acquiring Conservation Easements for NSS-CDS Properties.

Action from the BoD: We will look into this to see if this is feasible.

  • 7. The on-going litigation not as clear cut as stated: The lawyer who presents the best case may win.
 

  • 8. Best course of action is to pursue the advice of the legal counsel.
 

  • 9. Question from the floor: Do we have (property) insurance?

Answer: No, not economically feasible.

Question from the floor” Does the BoD have Liability Insurance?

Answer: Yes, It cost approximately $1800.00 a year. This insurance only covers the BoD if they are following the By-Laws and Constitution.

Question from the floor: Can the NSS-CDS approach the State and demonstrate the economic importance of cave diving and the revenue it generates for the State as a means of legal protection through legislation. For example like skiing in Idaho?

Answer: Unfortunately on an economic level it doesn’t make a significant impact when compared to the other types of tourism like Disney World.

  1. 10. Bruce Ryan the Business Manager has committed to staying in that position until the 50th Anniversary of the NSS-CDS.
 

  • 11. Approx. 2 ½ years ago the NSS-CDS switched its membership dues collection and turned this function over to the NSS. One of the many difficulties of the membership collection process is the administration and reconciliation with the NSS and has proven to be very difficult in the past.
 

  • 12. Currently we owe the NSS back membership dues of approx. $20,000. At this time they have chosen not to collect on these back dues. It appears that the error was two-fold with equal blame on both parties. This was occurring starting in 1992 and continuing on to 2003.
 

  • 13. A possible money saving option for the NSS-CDS would be to transfer current inventory to the NSS Bookstore (when the new building is complete). This would reduce the storage rental fee’s (approx. $200/month) and items would be stored and shipped from NSS Headquarters with the NSS-CDS only paying a small handling fee per sale.
 

  • 14. Question from the floor: Do we (NSS-CDS) support our on-line store?

Page 4

Discussion took place comparing cost/benefit analysis of using the NSS Store versus the NSS-CDS e-Store.
  • 15. Question from the floor: The NSS has a prominent ad on the NSS-CDS website. Will the NSS-CDS have the same size ad on the NSS-CDS website?

Answer: Yes

Question from the floor: Are we losing profit margins by allowing the NSS Store to sell our books?

Answer: Yes, but in my (Gene) opinion the loss is not significant.

  • 16. Gene currently working with the NSS’ webmaster to create and implement the code which will redirect the newly registered member to the NSS-CDS Store.
 

  • 17. Property taxes are current
 

  • 18.
 

  • 19.

 

NEW BUSINESS

  • 1. TOPIC

The BoD requests Bruce Ryan to order replacement stock as needed.
  • 2. Discussion

Current inventory is low on some items that we sell through the e-Store.
  • 3. Motion

Forrest Wilson

Second

Gene Melton

Vote

Unanimous

Page 5

INSTALLATION OF NEW BOARD MEMBERS

The new Board Members joined the preceding’s and out-going Board Members stepped down. The following are the members present for the remaining portion of the meeting.

MEMBERS PRESENT

Gene Melton Jim Wyatt
Tony Flaris David Jones
Joe Citelli Bert Wilcher (by phone)
Marissa Lasso
 

  • 1. TOPIC

Confidentiality Agreements need to be signed by all new Board Members
  • 2. Discussion

Confidentiality Agreements passed out to the new BoD members.
 

  • 1. TOPIC

Original Motion:

Nominate Bert Wilcher as the Chairman of the NSS-CDS and Gene Melton as the Secretary. Motion amended:

I nominate Bert Wilcher as the Chairman of the NSS-CDS

  • 2. Discussion

 

  • 1. The burden to carry the lawsuit and the other duties as the Chairman are more to ask of any one person (Jim Wyatt)
  • 2. It is the intent of this motion to distribute the duties of Chairman to Bert Wilcher but still allow Gene Melton to spearhead the litigation in the Secretary position (Jim Wyatt).
  • 3. Request from the floor to amend motion: Reason can’t nominate 2 board members in one motion (Forrest).

 

  • 4. Motion

Jim Wyatt

Second

Joe Citelli

Vote

6 in favor (Gene abstains from voting)

Page 6

Gene Melton verbally resigns from the board and removes himself from the proceedings.

The following are the members present for the remaining portion of the meeting.

MEMBERS PRESENT

Gene Melton Jim Wyatt
Tony Flaris David Jones
Joe Citelli Bert Wilcher (by phone)
Marissa Lasso
 

  • 1. TOPIC

Nominate Anthony Flaris Jr. as the Vice Chairman of the NSS-CDS
  • 2. Discussion

 

  • 3. Motion

David Jones

Second

Joe Citelli

Vote

5 in favor (Anthony Flaris Jr. abstains)

 

  • 1. TOPIC

Nominate Joe Citelli as the Secretary of the NSS-CDS
  • 2. Discussion

 

  • 3. Motion

David Jones

Second

Jim Wyatt

Vote

5 in favor (Joe Citelli abstains)

 

  • 1. TOPIC

Nominate Marissa Lasso as the Treasurer of the NSS-CDS
  • 2. Discussion

 

  • 3. Motion

Jim Wyatt

Second

David Jones

Vote

5 in Favor (Marissa Lasso abstains)

Page 7

 

  • 1. TOPIC

Next BoD Meeting
  • 2. Discussion

Time and location of next BoD meeting to be determined at a later date so that all members who were not present (Terri Simpson) could be contacted.
 

  • 1. TOPIC

To adjourn the meeting
  • 2. Discussion

Due to time limitations of the meeting facility there was a request from the floor to adjourn the meeting and to contact Terri Simpson to verify she would accept the now open Board position.
  • 3. Motion

Tony Flaris

Second

Jim Wyatt

Vote

Unanimous