NCRS Emergency Board of Directors Meeting October 29, 2022

[Tom R.]

Re: NCRS Emergency Board of Directors Meeting October 29, 2022

It was nice to hear of our robust engagement with the National Corvette Museum. In the past to visit our display did not do NCRS its justice in terms of its contribution to the preservation, restoration and education of America's Sports Car. I've been an NCM member since 1997 and have served in several roles including ambassador, led caravans, car display and most recently, presented at the annual NCM Bash. There is no doubt the reach and strength of their marketing program and its nice to see NCRS work to build that relationship with this special event.

And as one who has had the opportunity to display a Corvette at the NCMs celebration of Corvette's 50th Anniversary (2003), I can appreciate the effort and honor it is to have one's Corvette selected for display. At that time, the NCM administered and managed the display cars so I have some appreciation for the effort involved, and the care they administer to the vehicle's protection while in their custody. My 2000 Mil Yellow, torch red interior convertible was on NCM webcam from May through November. It's quite an honor. if there is going to be an internal process by NCRS to evaluate applicants, I'm willing to assist, though I can appreciate the role National team leaders could also play in this process.

[Thomas S.]

Re: NCRS Emergency Board of Directors Meeting October 29, 2022

Access to applications and data-files are controlled by server permissions and at that level it is a network configuration issue. If it is an applications issue and those applications have a structured hierarchy of permissions, there could still be the need for limited top level access, for example deletion of historical records. These are application configuration issues, not network security per say.

I do agree that she should be granted access to any application that the board deems necessary in fulfilling her role as president. That seems to be the crux of the matter. She should have the same level of role based access, to any application, as that of her predecessor. If there is a concern about that, then her role needs to be redefined by a formal vote or whatever process exists in the corporate operating agreement.

While I don't follow intentionally follow this stuff, I do remember posts last year when an election was held and the prior president was voted out. It did seem like there was some behind the scenes stuff that may have created some level of animosity but not being an "insider" I am really not in a position to take sides. I would say from my limited experience with NCRS, that the former president had been doing a very good job and I was surprised by the change.

Most organizations elect a board and it is up to them to elect officers. The roles of each officer would have to be very clearly defined or conflicts would certainly emerge. At this point and unless I'm missing something, the only resolution is to have the board decide the matter.

[Gary J.]

Re: NCRS Emergency Board of Directors Meeting October 29, 2022

Access to applications and data-files are controlled by server permissions and at that level it is a network configuration issue. If it is an applications issue and those applications have a structured hierarchy of permissions, there could still be the need for limited top level access, for example deletion of historical records. These are application configuration issues, not network security per say.

I do agree that she should be granted access to any application that the board deems necessary in fulfilling her role as president. That seems to be the crux of the matter. She should have the same level of role based access, to any application, as that of her predecessor. If there is a concern about that, then her role needs to be redefined by a formal vote or whatever process exists in the corporate operating agreement.

While I don't follow intentionally follow this stuff, I do remember posts last year when an election was held and the prior president was voted out. It did seem like there was some behind the scenes stuff that may have created some level of animosity but not being an "insider" I am really not in a position to take sides. I would say from my limited experience with NCRS, that the former president had been doing a very good job and I was surprised by the change.

Most organizations elect a board and it is up to them to elect officers. The roles of each officer would have to be very clearly defined or conflicts would certainly emerge. At this point and unless I'm missing something, the only resolution is to have the board decide the matter.

There may be a problem with having the board to decide. If it takes 2/3 of the vote (6 out of 9) that may be a problem. Not sure if it takes 5 or six votes. I do agree with you with everything that is said in your second paragraph.

[Thomas S.]

Re: NCRS Emergency Board of Directors Meeting October 29, 2022

The answer to what constitutes a majority may depend on what being decided. I just tried to to pull of the By-Laws and the link is out of date. I will request that a current link be provided to the member on the site.

[Thomas S.]

Re: NCRS Emergency Board of Directors Meeting October 29, 2022

The solutions to everything being discussed here should be resolved by the board through actions in accordance to the Bylaws. Are the bylaws available to the members and if so, is there a link on the site? I found an old reference that did not work.

Thank you.

[Brian D.]

Re: NCRS Emergency Board of Directors Meeting October 29, 2022

https://www.ncrs.org/training/documents/NCRS-By-Laws.pdf

This link to bylaws worked for me.

[Thomas S.]

Re: NCRS Emergency Board of Directors Meeting October 29, 2022

Some comments. Text that appears between quotes was taken directly from the By-Laws.

4.2 "The Board shall consist of nine elected Regional Representatives, each of whom is elected
for a three-year term. Each year three of the nine Regional Representatives are subject to reelection. Representatives are not subject to term limits"


4.11 - "Attendance of 2/3 or more of active Board Members shall constitute a quorum for the Board. Unless specified otherwise in these By-laws, Board approval of any matter shall normally require a majority vote of those Board members present."

There are clauses within the by laws that specifically mention a 2/3 majority requirement which would override the definition of a simple majority in the even a quorum was not reached.


4.5 "Any two members of the Board may co-author a motion to be voted on by the Board"

This clause provides a means to alter not only the By-Laws, but to alter a decision that was made by any officer, manager, chairman, etc.


5.1 - Broadly defines the officer and management structure of the organization including responsibilities.


5.2 - Directors appoints the President. 4.11 implies simple majority. The prerequisite is that the person appointed must be a member of the Board. There is no provision for mandatory recusal.


6.1 (b) [president shall] "Supervise and control the affairs of the Club".

Does not appear to be any provision for a decision by the President, within the context of her designated authorities, to be overridden without a motion. This is as it should be. At that level who would want to be in the position if they were second-guessed after being elected for the position in accordance with the guidelines. At the same time, the other roles defined in the By-Laws for non-officer functions also grant broad authority to those assigned for each role.


6.1 (e) [president shall] "shall issue guidance to the other Officers pertaining to "public relations" relative to NCRS activities"

Guidance is a subjective and vague term but is not the same as supervise & control which are the terms used in the definition of the President's duties. As is the case with the Presidents assigned duties, subordinates should not be subject to unreasonable control unless their performance is sub-standard. In that case, there are provisions in the By-Laws to deal with such situations. In the majority of cases, these individuals have been performing those responsibilities very well and while it is certainly reasonable for new management to get involved, such involvement should not be subjective or politically biased - that is my opinion.



The By-Laws were well written, again my opinion. All of the questions raised by the current President can be resolved within the context of the By-Laws and by the directors through the motion process and subsequent vote. However that would seem to be the least desirable option if in fact, the current President's authority and responsibilities are now diminished as compared to those that were present with other individuals that held the office. Again, purely a political matter as to how this gets resolved.


I am not a legal expert, but I have been in business for over 50-years. It has been my experience that whenever management issues arises in a organization, the 1st go-to should be the By-Laws or other applicable operating agreements that would form the foundation of the organization. Such is the case at hand and it would be good for all to resolve this matter as soon as possible.

[Ed N.]

Re: NCRS Emergency Board of Directors Meeting October 29, 2022

I listened to the entire recording and what was done to attempt to shut Shannon down was incredibly wrong and appears to be mostly politically motivated. She has been doing a terrific job and she deserves the members and the Boards' support. In terms of who should have access to the voting data base, I believe it should ONLY be the National Secretary (and perhaps a second person to verify tabulated votes). A Chapter Secretary and Regional Directors should not have these privileges in order to avoid possible political/voting manipulation.

I do agree with the Boards' decision to allow chapters to conduct business based on their bylaws on record, but the National Board has a fiduciary duty to get involved when a chapter violates its own bylaws for personal agendas and refuses to operate based on the bylaws on record. The latter will establish a check and balance in the process. Since the Board is the one that approves a charter, at the end of the day, they are responsible to ensure that a chapter operates ethically and legally. And yes, the National Corporation is the big brother to the chapters and must mitigate some circumstances.

[Michael J.]

Re: NCRS Emergency Board of Directors Meeting October 29, 2022

Thanks for your insights Ed. I am also interested in your insights, since you are a member, into the issues with the Florida Chapter that was discussed in this video.

[Ed N.]

Re: NCRS Emergency Board of Directors Meeting October 29, 2022

Michael, you would have to contact me personally for that.

[Michael J.]

Re: NCRS Emergency Board of Directors Meeting October 29, 2022

OK, thanks!

[Keith M.]

Re: NCRS Emergency Board of Directors Meeting October 29, 2022

I am a 37 year businessman and IT professional with Board experience. A couple points I would share. "Access" is a nebulous term. In IT parlance there is view, read, write, delete, etc access..so "access" alone is very generic and meaningless term. Second point.system and application administration are very different than business access. ONLY an IT professional should have what is often termed "god" access for purposes of preserving integrity of the data and system. In the end the Board got to at least close to the right place IMO. The "business", not IT, needs to define access role requirements with the assistance of IT professionals usually called "business analysts" who then translate the business requirements adequately for IT professionals to implement. There would appear to be some politics here as well to which I cannot speak.

[Thomas S.]

Re: NCRS Emergency Board of Directors Meeting October 29, 2022

Agree and very well stated.

[Mike D.]

Re: NCRS Emergency Board of Directors Meeting October 29, 2022

Thank you for sharing. It is helpful to see our board members and the process of running the best car club in the country.

[Keith M.]

Re: NCRS Emergency Board of Directors Meeting October 29, 2022

A point I meant to include in my last post. There was a comment near the end of the meeting about IT folks not wanting anything to do with Facebook because they do not understand it....and I am paraphrasing. I suspect the exact opposite is true though I cannot speak for them. A wise IT person knows that whilst social media sites like Fakebook do have some societal value, they are to a much larger degree a massive social cesspool bringing out the worst in many people. I suspect the IT folks want nothing to do with Facebook because a) there really is nothing needed from an IT professional to manage a Facebook footprint, and/or b) they FULLY understand it and all it represents.

Separate comment, I was highly impressed that a meeting such as this did not denigrate much more than it did...which was very little. Props to the board for keeping it mostly respectful and professional.

Lastly, and another separate comment. The core of the meeting centered around discussion of system/software/data management tasks that the President was responsible for.....and had been prevented with recent access change. None of my business and unsolicited advise but I would think there would be another role in the organization handling that sort of stuff to begin with. President should handle higher level stuff. President and probably all the Board should be able to view most anything...but changing/adding or updating is a different matter.

Ok..now this really my last point. Props to the Board for being transparent to the membership and sharing the vid of the meeting.