LAB Reform Meeting Notes
LAB BOARD MEETING 3/6/04, HOTEL WASHINGTON, DC

Notes taken by Bill Hoffman

Finally, the Official Board Minutes have been released.  We reproduce them below (errors in original.)

Opening remarks: Revised agenda distributed.  Chris called for respectful dialogue.  He said sometimes you don’t always get what you want.

Public comments:

Jim Baross:  stressed importance of education; referred to changes in mission statement from letter from CABO (he also represents CBC); change in Board composition—less responsive to members

Bill Hoffman:  I read my prepared statement (see below)

Sandy Crisp:  promoted LCI program.  Martha said “Complete the Streets” message got through on the Hill during the Summit.  I’m not sure if she tied this into BikeEd, but she looked at me while saying this as if to suggest that the VC message was contained in Complete the Streets.

Chuck Smith:  pushed Mike Abrams to fill Region 4 vacancy

Patrick McCormick:  LAB is doing its historical mission (a rejoinder to my comments).

Richard Moeur:  on-road accommodation works better for cyclists than separate facilities.  Referred to keynote speaker at Summit who stressed segregation; LAB’s message needs to be consistent with policy on facilities.

Amanda:  agreed with Richard but said the keynoter’s remarks during the symposium were on point.

Jim Baross:  “devil is in the details” on Complete the Streets

Indiana rally report by Connie here.

5-min. break, during which Chris told me he didn’t realize my 2/21 email was for distribution to the Board, and apologized for not sending it out.  I introduced myself to Paul Wessel, who told me he’d like more elected directors.  Most guests left after the break except Jim, Richard, Chuck, Ty.

Executive Director’s Report: new partnership w/Shimano for Bike to Work Week—Shimano is spending $500,000 to promote its Nexus hub.  Will use LAB logo, w/Bicycling, Runner’s World, and Prevention as partners.  Elissa described promo to be done…..Clear Channel CEO will donate to Ad Council for Bike Month, and CC is donating creative production for Bike to Work Week….Bicycle Friendly Communities has taken off this year….BikeEd:  11 LCI seminars scheduled so far this year….Safe Routes to School curriculum not ready but in demand; draft now being reviewed….Y/E ’03 finances:  dues income to be spread over the year to conform to GAAP.  Paul explained why there’s negative net assets on balance sheet—all due to GAAP restatement.  Life Trust statements also have to be restated…..Sarbanes-Oxley bill requires a qualified treasurer in 501(c)(3)’s.

Transition tasks: Preston asked about contract w/Elissa for help after her departure.  She is starting a consulting business, but didn’t describe what she’ll be doing when asked by Joe Stafford.  Said she hasn’t fully decided yet…..League’s registered agent to be changed from Phyllis Harmon to the attorney in Chicago, to conform to IL law.

Board fundraising: 9 of 11 directors donated last year, aggregate total of >$6,000; some directors didn’t seek expense reimbursement.  $21,000 industry funding generated by Greehan and Killingsworth….2004 goal is ? (amt. not mentioned orally).  Ty Harrell introduced here.  One idea:  house parties to raise $ and build interest.  Another idea:  one-on-one with large donors by directors when they travel on League or employment business.

Life Trust: nothing important discussed

Strategic Plan review: (hard to follow discussion w/o having a list of the outcomes of the planning meeting).  Financial prowess team:  endowment of (?) by ’07; Elissa said $350,000 is reasonable goal.  Raise more unrestricted income; how to pitch endowment so it doesn’t compete with regular giving? This discussion convinced me that a professional treasurer is needed on the Board, mainly due to regulations that must be followed.  Advocacy team:  LAB should be the “go to” organization for cycling info.; tied w/ “brand development”.  Other goals of the strategic planning meeting were reviewed but I could not follow the discussion w/o the printed list.

Lunch break. At this time Chris asked me if I would serve on an ad-hoc committee to address the reformers’ issues.  It would be chaired by Preston and would make its report to the Board at the next meeting (Labor Day in Indiana).  Preston and I would select the members.  I agreed to do this.

Strategic Plan review (cont.): Joe Stafford objected to a goal in the Nat’l. Strategy to Advance Bicycle Safety (NSABS) report re:  100,000 miles of bike lanes (http://www.nhtsa.dot.gov/people/injury/pedbimot/bike/bicycle_safety/index.htm).  Martha said that LAB endorsed the overall document and that it’s a compromise among all the report participants.  John more or less agreed, but asked if and when the Board formally adopted the document.  Elissa said LAB has a grant to facilitate a coalition to implement the NBABS recommendations.  Decision made to check past minutes as to vote to approve.

Elissa asked which of the programs we have fall under the stated goals of the plan.  Two didn’t seem to fit:  Bike Fest and Best Biking in America.  For latter, participation has dropped due to lots of clubs having their own websites which gives them an advertising outlet, so they don’t need the League for that.  Elissa recommended dropping this program, and it was so voted.

Nominating Committee report: Committee consists of Martha, Amanda, Mike, Preston, and Chris ex-officio (evidently Rich K. no longer on NomCom).  See attached written report for discussion items.

1. Change bylaws to have 4 directors elected/appointed each year.  Necessary language has been approved by Howe & Hutton (LAB’s attorney).  Preston suggested having elections in 2 of every 3 yrs., with appointees “elected” in the off-year.  This would save $ on elections.  To transition to 4 seats changing each year, 3 present appointees will have their current term lengthened by 1 year, and 1 will be reduced by one year at the next election cycle.  This passed unanimously.

2A. 2005 election process:  Problem with published schedule in bylaws—no longer fits magazine schedule and can lead to as much as 11-month lag between election and taking office.  Martha recommended conference call in April to vote on this in order to allow time to consider unintended consequences, and so that the members can be informed of the proposed change before it’s voted on.

(The Gearys, Allen Muchnick, and Fred Meredith arrived about this time, and the Crisps returned.)

2B. Recruitment of candidates for ’05:  what are the skills of the current directors, and what skills are needed? This will be one of the criteria used by NomCom.  On the Region 4 vacancy, NomCom asked Brenda to fill the seat.  If she does, she is term-limited off in ’06 at the end of that term; if she remains as an appointee, she can stay until ’07.  Brenda unanimously “elected” to fill Region 4 seat.  A search will be made for a replacement for Brenda’s appointed seat.  I asked if LAB’s attorney had given an opinion on the legality of the June 10 vote to add a 5th appointed seat.  He said it was legal.  A vote taken to ask the attorney to rule on the “denominator” (the number of directors required for a 2/3 majority where required by the bylaws) passed by 4-2.  Sparks and Greehan voted “no”, Wessel abstained; I don’t know who the 4 “yes” votes were, and clearly several other directors didn’t vote.  This was a minor procedural matter.  Preston said that when Fred Meredith resigned one seat disappeared, so the denominator was 10 between June 1 and 10.

National Rally update: will probably have it on the West Coast in ’05.

125th Anniversary: Venue? Actual founding date? Some sources say May 30, some say May 31, 1880.  Chuck Smith said the theme should be how LAW brought the good roads movement to the US.  Jim Baross:  close down the host town on one day to all but bikes and transit.  Marthea:  have a series of house parties this year to build interest for the celebration next year.

(Lois Chaplin arrived about this time.)

Code of Conduct: Ad-hoc committee of Don, Preston, Paul, and John.  (I didn’t see their report, so this discussion also had no frame of reference.) Elissa said potential funders are discouraged if they see things on websites or elsewhere that are critical of various programs.  Martha said that when you become a Board member you give up some rights to criticize because you get more power within the organization.  John said public and confidential information is mixed so directors don’t know what to divulge and what not to.  No vote taken.  (After the meeting, David Crisp, who is an accountant, told me that there are now federal laws covering whistle-blowers, and that these need to be incorporated into the Code of Conduct.  I don’t know if they have been.)  No vote taken on ad-hoc committee’s report.

John Allen’s presentation: 1. He described in general what he found among the materials stored in Tom Helm’s basement. 2. Position statements:  Concern about our actions not following position statements.  Some mention of possible updates to the statements; John will work with Amanda on that. 3. Website:  he did detailed examination of advocacy and education pages.  Most of John’s presentation will be done via email, at one director’s request owing to the meeting running late.  Too bad—that prevented the guests from seeing it.

Other business: Richard Moeur distributed handout on changes in MUTCD.  There were some improvements in ’03 for cyclists.

At this point guests had to leave due to executive session (approx. 3:45P).

(end of notes)

STATEMENT BY BILL HOFFMAN DURING PUBLIC COMMENT PERIOD AT LAB BOARD MEETING 3/6/04:

I’ve been a League member continuously for 33 years, undoubtedly one of the longest tenures of among the 20-odd-thousand members we have today.  My length of service as a volunteer is thought to be second only to Phyllis Harmon’s among members still alive.  I’ve seen Boards, Executive Directors, and staffs come and go.  Over that period, some functions were added, some were dropped, and the national office has had seven different addresses, but through all these changes, the League’s mission remained the same.  That is, until after the move to Washington and the introduction of a partly appointed Board.  Since then, we have seen a marked departure from the historic mission, dating from 1880, to one closely resembling that of many other advocacy and lobbying groups located in Washington:  influencing public policy, getting government grants or contracts, or some combination of the two.

Change is inevitable in 124 years, and it can be good or bad.  Many of us who have a longtime history with the League, and whose knowledge, if it were solicited, would help prevent past mistakes from being repeated, think that most of the recent changes have been misguided.  We seek a return to our traditional mission.  We note that even though the League’s income is at an all-time high, it is now providing fewer services that the members would find most beneficial than it did as a much smaller organization.  Granted, most people don’t join LAB just to receive tangible benefits; they join expecting the organization to represent their interests.

Our members, old and new, are overwhelmingly road cyclists, not mountain bikers or trail and path riders even though some may occasionally do those types of cycling.  The members want and need road improvements and their mobility and legal status as road users protected and defended.  The League’s policy positions, as found on the website, still very clearly reflect the historical mission and are exceptionally well written.  However, it is clear that the most crucial ones are being ignored in actual practice.

The League’s recent actions have instead mirrored those of the bicycle industry and the health and fitness community.  The industry’s publicly stated goal is to sell more bikes and equipment.  The wellness folks want to improve people’s health through bicycling.  Both groups’ goals are reasonable enough—for them.  Unfortunately, neither group has an understanding of best cycling practices or the dangers of advocating for separate facilities and special treatment of cyclists.  They should carefully read our position statement on bicycle facilities.  We who have been cycling on the roads for all these years have accumulated a vast knowledge base of what works and what doesn’t, both in terms of skills and infrastructure treatments.  Our experience is ignored by the industry and the wellness advocates, as well as by the growing industry of “facilities” planners and builders.

We reformers don’t seek to discard the relationships that have been developed in recent years with government, the health community, and other funders.  But we DO want to ensure that the policies and outcomes from these partnerships reflect LAB’s core principles of protecting cyclists’ rights, best practices in education, engineering, and enforcement, and treating cyclists as legitimate and competent road users, not as helpless dependents who can’t or won’t learn to ride without special facilities.

As the instigator and de facto leader of the reform movement, I have presented a list of the changes we want the Board to make.  I still have the hope that LAB can get back to basics and be the organization that has enriched me in a personal sense far in excess of what I have contributed in labor and finances, and again make me proud to be an LAB member.

Now, here are the issues we would like voted on today.  I emailed these to Chris on Feb. 21, but I don’t know if he has distributed them to you.  As of Monday of this week, he apparently had not.

1. Re-craft the statement of purposes in Article I, Section 2 of the bylaws to specifically list protection and defense of cyclists’ rights, and promoting best practices in cycling, and a few other things.  A resolution to act in principle is sufficient for now because it’s not practical to try to do the actual wordsmithing today.

2. Roll back the bylaws changes of 2003 relating to the number of petition signatures required to run for the Board, and for referenda.

3. Amend the bylaws to either:  a) require all directors to be elected; or b) require that the key positions of President and chair of the Education and Nominating Committees be held only by elected directors.

I request that each of these bylaws amendments be voted upon separately by roll call.

We have other issues to present, but those are not as urgent as the ones I’ve just outlined.  I will submit them at a later date.  Thank you.

Editor’s note:  No action was taken on Bill’s (or LAB Reform’s) demand to rescind the anti-member, anti-democracy Bylaws changes of 2003.

League of American Bicyclists

BOARD MEETING MINUTES

Hotel Washington
Washington, DC

Saturday, March 6, 2004

Board Members Present:
John Allen, Mike Greehan, Amanda Jones, Chris Kegel, Brenda Pulley, Martha Roskowski, Don Sparks, Joe Stafford, Preston Tyree, Paul Wessel
Board Members Absent:
Rich Killingsworth, Phyllis Harmon (Director Emeritus)
Staff Present:
Elissa Margolin, Andy Clarke, Christina Herrold, Patrick McCormick, Mike Mackin, Mele Williams, Marthea Wilson

Chris made introductions all around and recognized several LAB members who were present. Visitor comments were entertained for 45 minutes.

Connie Szabo Schmucker made a presentation about the Bike Fest and National Rally in Jasper Indiana.

Elissa presented a brief Executive Director’s report, discussing recent partnerships, the Clear Channel issue, Bike Ed II status, and a Safe Routes to School curriculum update.

Marthea and Paul presented a summary of the year end financials, giving details about the Generally Accepted Accounting Principles (GAAP) switch. After discussions John made a motion “to accept the recommended change to GAAP”, Preston seconded. The motion passed unanimously.

Elissa discussed the details of the Sarbanes-Oxley Act and Paul will send a memo with further details. The Finance Committee was asked to look into and assist Paul.

Elissa noted the need for certain “transition” authorities, including giving Andy signature authority, raise Marthea’s signature limit from $5,000 to $15,000. Paul moved to accept these proposals, Don seconded. The motion was passed unanimously.

Paul made the motion to appoint our attorney in Chicago as our registered agent in Illinois, Brenda seconded. The motion passed unanimously,

Brenda led a discussion on fundraising, noting that the board contributed $6,000 in 2003. She introduced Ty Harrell, the contractor new development officer. Paul discussed the Life Trust and reviewed the draft balance sheet.

The board had a wide-ranging discussion of the Strategic Planning Exercise.

Elissa reviewed the “Best Biking Program in America” and recommended we no longer pursue that activity. Paul made the motion that we eliminate the program, Martha seconded. The motion passed 9 to 1 (Mike no).

There was discussion about the nominating procedures. Martha moved that we accept the By Law term changes, Preston seconded. The motion was passed unanimously. The wording, as accepted, is included at the end of these minutes. There was spirited debate about the election process, and the general consensus was that the current procedures are satisfactory.

Chris established a committee to deal with “LAB Reform issues”.

Martha made the motion to ask Brenda to move into the regional seat vacated by Mark Terman and to complete his term. Don seconded. The motion passed unanimously (Brenda abstained).

There was discussion about the interpretation of the words “total Board of Directors” in Article XIII, Section 1 of the bylaws. Joe moved we ask for a legal opinion on this issue, Preston seconded. The motion passed: those in favor (Brenda, Joe, John, Amanda, Preston), against (Mike, Martha, Don), abstaining (Paul and Chris).

Christina gave an update of the 2005 National Rally, and discussed possibilities for the 125th anniversary. A number of suggestions were made, including board hosted house parties. An ad hoc committee was established to help move this along. Member are Marthea, Chris, Martha and Don.

Martha made the motion to accept the minutes from the last two board meetings (January 17, 2004 and October 17, 2993), Don seconded. The motion passed unanimously.

Don led a discussion about a board code of conduct.. There was a consensus to delay any vote until after all board members could study the issue further.

John and Amanda clearified disclosure rules.

John summarized a number of issues of concern, including a League Library, website issues and recommended establishing a Positions Committee. Chris appointed Amanda and John to this new committee.

Richard Moeur gave an update on MUCTO.

The Board moved into Executive Session, and visitors left the room. There was discussion about contractor conflict of interest potential.

Mike presented some ideas about the Personnel Committee, including answering questions about the status of a contract with Andy.

Chris ended the meeting at 4.00pm.

Submitted by
Donald L Sparks, PhD
Secretary

L. A. B.  Board Resolution
Amendment to ByLaws to Effect a Change in Board Members’ Terms
Accepted March 6, 2004

WHEREAS, the Board of Directors of the Corporation, at its meeting on (DATE? June 03?), amended Article III, Section 9 of the Corporation’s Bylaws, to increase Directors’ terms of office from two years to three years, and

WHEREAS, as a consequence of said amendment, the current Directors’ terms of office are scheduled to expire, in the case of five Directors, at the Annual Meeting in 2005, and, in the case of the remaining seven Directors, at the Annual Meeting in 2006, with no Director’s term expiring in 2004, and

WHEREAS, the Board of Directors has determined that it is in the best interest of the Corporation that approximately one-third of Directors’ terms should expire each year, to provide for continuity of management and smooth transition,

NOW, therefore, it is

RESOLVED, that Article III of the Corporations Bylaws be further amended by the addition of the following Section 9(A):

SECTION 9(A) – TRANSITIONAL ADJUSTMENTS TO DIRECTORS’ TERMS :
Any provision of Section 9 to the contrary notwithstanding, the terms of office of the five at-large Directors elected by the Board in accordance with Article III, Section 2, shall terminate as specified herein.

At-large seats “A,” “B,” and “C”  — terms ending at the Annual Meeting in 2007.
At-large seat “D”                        — term ending at the Annual Meeting in 2005.
At-large seat “E”                        — term ending at the Annual Meeting in 2006.

The succeeding term of at-large seat “D,” beginning at the Annual Meeting in 2005, shall end at the Annual Meeting in 2007 (i.e., a two-year term).

Thereafter, the terms of all at-large Directors elected by the Board shall be three-year terms.

For the avoidance of doubt, the at-large seats identified above are occupied, as of the date of adoption of this Section, by the following individuals:

At-large seat “A” —  Mr. Greehan
At-large seat “B” —  Ms. Pulley
At-large seat “C” —  Ms. Roskowski
At-large seat “D” —  Mr. Killingsworth
At-large seat “E” —  Mr. Wessel