NOTICE OF VOTE TO ACCEPT RESTATED CERTIFICATE OF FORMATION

Jeff,
Thanks so much for your thoughtful response.

I am still concerned about the opportunity for one bad actor president to gain complete control of the club through the proposed changes to procedures (see details in my previous post). I really don't see the risk being worth the gains on this, still. It seems if we are trying to get more people involved, a better process would be for the nominating committee to only add nominees to the list, and then with the interviews, to recommend candidates to the general membership. It appears that this would accomplish nearly all of the goals of this change with none of the potential downside risk.

I feel like the "get to know" the candidates pages that are posted on the message board serve this purpose pretty well, and I read every one of them, every time, and assume that most other voters do as well. Maybe I'm too optimistic on that. But I think having an experienced "Nominations Committee" (Recommendation Committee?) to post up their endorsements for the BOD and reasoning, as well as work to add to the nominee list would an excellent addition!

Thoughts?

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Originally Posted by David Branyon

I am still concerned about the opportunity for one bad actor president to gain complete control of the club through the proposed changes to procedures (see details in my previous post). I really don't see the risk being worth the gains on this, still. It seems if we are trying to get more people involved, a better process would be for the nominating committee to only add nominees to the list, and then with the interviews, to recommend candidates to the general membership. It appears that this would accomplish nearly all of the goals of this change with none of the potential downside risk.

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There are 6 other people on the Board of Directors that will be part of the process of selecting the core of nomination committee. The remainder of the committee will hopefully be volunteers. It would be virtually impossible for "one bad actor President" to stack the deck.

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Originally Posted by David Branyon

I feel like the "get to know" the candidates pages that are posted on the message board serve this purpose pretty well, and I read every one of them, every time, and assume that most other voters do as well. Maybe I'm too optimistic on that. But I think having an experienced "Nominations Committee" (Recommendation Committee?) to post up their endorsements for the BOD and reasoning, as well as work to add to the nominee list would an excellent addition!

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No offence intended but yes you are too optimistic. There are only about 10 license holders that frequent the message board these days. In the past it was much better but most have fallen into social medias orbit.


I've had the honor of working closely with 19 Boards of Directors in my time as Race Director so I have a unique perspective on this.

People like Brooks Gremels, Harry Tomlinson, Barry Nichols, John Orchard, Steve McNamara, Danny Dominguez, Jeff Phillips, and the list goes on have made great contributions to the CMRA in their time on the BoD. Unfortunately There have been just as many that where little more that an empty chair. Most of those folks were popular good hearted people and were elected solely because of their popularity. Once elected they had little to offer. A few were even disruptive or just didn't participate at all. In most cases these people had good intentions when they accept the nomination. It's when they were elected and they found out that a fair amount of time and though goes into it that they started mailing it in.

In December we had 50 people nominated to fill a vacated seat on the BoD. I contacted each of those nominees to find out if they would accept the nomination. The majority (80%) of those nominees had no idea that they had been nominated. 13 accepted the nomination, 11 were ineligible due to gaps in their license renewal or they were not in good standing, 1 was already on the BoD, and the rest declined the nomination for a wide variety of reasons. Many asked me what was required to serve. I told them about quarterly in person meetings, Zoom meetings as needed, monitoring the private BoD forum, and attending events. Most that declined gave honest reasons like "I don't have the time" or "I don't know enough about the CMRA to serve" or "I just want to race". Several said that their nomination was a joke and two declined when they found out there was no compensation for being on the BoD.

The Hope is that a Nomination Committee can weed out those nominees that have unrealistic expectations about what it takes to serve on the BoD. By interviewing each nominee the committee can better prepare the nominees for a potential term on the BoD. This is why the committee MUST have former BoD members as part of it's makeup. The rest of the committee should be made up of License Holders that are interested and truly care about the CMRAs future. People just like you David.

The Nomination Committee will also be able to seek out License Holders that may not have been nominated. The bottom line is we need people on the BoD with experience in business management and finance more than we need someone who brings the beer to the track. While bringing the beer is important its not as important as solid management skills.

Change is sometimes difficult and often painful. It's especially painful when in seems like something is being taken away. In this case nothing is being taken away. License Holders will still nominate people for the BoD and still vote for those on the ballot. The only difference is that the ballot will have the MOST qualified nominees. I think the hang-up is that the committee could have the power to disqualify someone from the ballot. Frankly I believe that some nominees will likely remove themselves during the interview process as they gain a better understanding of what goes into serving.

This subject has been discussed by Boards of Directors for years but this BoD has decided to try and do something about it. As Jeff has already stated if it doesn't work we can change it back.

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Originally Posted by David Branyon

Jeff,
Thanks so much for your thoughtful response.

I am still concerned about the opportunity for one bad actor president to gain complete control of the club through the proposed changes to procedures (see details in my previous post). I really don't see the risk being worth the gains on this, still. It seems if we are trying to get more people involved, a better process would be for the nominating committee to only add nominees to the list, and then with the interviews, to recommend candidates to the general membership. It appears that this would accomplish nearly all of the goals of this change with none of the potential downside risk.

I feel like the "get to know" the candidates pages that are posted on the message board serve this purpose pretty well, and I read every one of them, every time, and assume that most other voters do as well. Maybe I'm too optimistic on that. But I think having an experienced "Nominations Committee" (Recommendation Committee?) to post up their endorsements for the BOD and reasoning, as well as work to add to the nominee list would an excellent addition!

Thoughts?

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to be honest, i do not see how the proposed changes will increase the possibility of your scenario.

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a better process would be for the nominating committee to only add nominees to the list, and then with the interviews, to recommend candidates to the general membership.

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But I think having an experienced "Nominations Committee" (Recommendation Committee?) to post up their endorsements for the BOD and reasoning, as well as work to add to the nominee list would an excellent addition!

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What you have outline above as a better option is essentially what the current proposal is. There is nothing in the current proposal that says the Nominations Committee is required to eliminate any candidate, it only gives them the option.

In regards to the number of non exBOD people on the Nominations Committee, is 2 OK?

Thanks Walter for this reply and for your service to the club. Very thankful for your years of contributions!

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Originally Posted by Walter Walker

There are 6 other people on the Board of Directors that will be part of the process of selecting the core of nomination committee. The remainder of the committee will hopefully be volunteers. It would be virtually impossible for "one bad actor President" to stack the deck.

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I like the intent and direction of this but I think needs to be re-written to achieve that. The full text of section 6.03 which lays out the Nominations Committee:

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Not later than July 1 of each year, the President shall appoint a Nominations Committee to consist of at least two License Holders who have served as Directors in the past (but not currently) and who have been off of the Board for a minimum of 12 months prior to appointment. The Nominations Committee shall perform the duties described in Article Four of these Bylaws. (emphasis mine)

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I would propose to clarify that it's the board that will appoint the Nominations Committee rather than the President acting alone, just as you noted above.

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No offence intended but yes you are too optimistic.

People like Brooks Gremels, Harry Tomlinson, Barry Nichols, John Orchard, Steve McNamara, Danny Dominguez, Jeff Phillips, and the list goes on have made great contributions to the CMRA in their time on the BoD.

The Hope is that a Nomination Committee can weed out those nominees that have unrealistic expectations about what it takes to serve on the BoD.

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Optimism runs deep with me--sorry. I'd hope we could get more people reading the bios... maybe they should go on the fb page also... I dunno. And that is quite a listing of the giants on whose shoulders we stand. Great people who have sacrificed for the club, along with yourself!

I think my proposed changes don't blunt any of the objectives. To re-state:

• Nothing prevents the would be Nominations Committee members from seeking out additional BOD nominees as simple club members. But nothing really bad about forming a Nominations Committee to seek out additional candidates either.
• I'd propose that the Nominations Committee be appointed by the entire BOD rather than just President and that it be required to have more than just the two ex-BOD members. (I believe that is the intention; it's just not written that way right now.)
• Propose that the Nominations Committee do the interviewing and recommending but not have the ability to remove candidates from the nominee list.

And agree, while bringing refreshments is commendable, it's not a good qualification for a BOD position. Thanks for your thoughtful reply and I appreciate the fact that the BOD is looking to improve the quality of future BODs.

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Originally Posted by Jeff Phillips

to be honest, i do not see how the proposed changes will increase the possibility of your scenario.

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Not sure if you mean The Proposal or my proposed changes. But to be clear (and a bit repetitive), I believe the current as-written bylaw changes allow the following:

1. President appoints nominating committee composed of only two ex-BOD candidates, who he selects because they'll do his bidding.
2. This two-person Nominations Committee whittles the list down to a number of candidates equal to the number of openings, effectively disallowing a membership vote on the next BOD members.

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What you have outline above as a better option is essentially what the current proposal is. There is nothing in the current proposal that says the Nominations Committee is required to eliminate any candidate, it only gives them the option.

In regards to the number of non exBOD people on the Nominations Committee, is 2 OK?

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Right, it doesn't require them to do my worst case scenario, it just allows it. I'd like to not allow it. I think if it specified at least 4 people on the Nominations Committee, that would be a big improvement. And the other two being not former BOD members probably looks better and fosters some diversity so yeah, I'd be in favor of that change.

I still don't see the problem though with:

• Having the Nominations Committee able to add but not remove nominees to/from the list and
• Having the Nominations Committee recommend the candidates they feel would be the most valuable to the BOD and by extension to the club. It would be like a voter's guide provided by people willing to do the legwork and really investigate the candidates. Would also serve the point (I think Walter's) of educating the candidates about what they're getting into and making sure they're up for the job at hand.

Can't overstate how much I appreciate y'alls patience with me. I know it's hard to listen to people with alternative ideas speaking up when you've put in a lot of effort into generating the ideas and documents that are being discussed. I have every intention of being only constructive and helpful. If I'm not in anyway, I sincerely apologize.

Thanks again!

We will change the wording from president to BOD appoints. We will also add at least 4 license holders along with 2 exBOD members. I feel that eliminating the removal option has the possibility of hampering the committee should they feel it needs to exercise the option.


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Those sound like really good changes, Jeff. Appreciate the open, respectful discussion.

If the removal option is left in, I'd like something that prevents the committee from reducing the number of candidates down to the number of vacancies, but can't figure out any good wording with all the caveats. Open to any ideas.

Thanks again for the good discussion.

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Originally Posted by Jeff Phillips

We will change the wording from president to BOD appoints. We will also add at least 4 license holders along with 2 exBOD members. I feel that eliminating the removal option has the possibility of hampering the committee should they feel it needs to exercise the option.


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This makes more sense to me a helps the perception I commented on. Thanks.

I may have missed it in reading...is there anything the proposal that stated that the members of the nominating committee cannot also be eligible to run for the BOD in the election for which that they’re nominating? Basically, a way to ensure that the committee doesn’t appoint themselves as the best members of the BOD.

I’m thinking that the committee could be made up of members (both license holders and former BOD) that either are ineligible to run, though still have valuable input, or have made it clear that while they don’t want to serve on the BOD, they still care about the future of the club and would like to have input on establishing the members of the BOD.

We tried to keep to the policies of the Committee up to the committee. The intent is something like this would be in the Charter the Committee will create. At a minimum, it is a conflict of interest and they should abstain from the selection process.