Meeting Minutes – 2/24/2008
3/5/2008

On February 24, the 2008-2009 Board met in person for the first time in New Berlin. All 9 Board members were in attendance for at least some of the meeting. The meeting lasted over six hours and covered a wide range of topics including: membership voting on bylaw changes, setting fixed dates for future WGA events, logging of temporary caches at WGA events, Wisconsin geocoins, committee reports, and many more.
WGA Board Meeting Minutes

Date: February 24, 2008
Time: 8:30am to 3:00pm
Location: New Berlin, WI

Board Members Present (9 of 9):
Ralph Edwards
Anne Elsenpeter
Brian Geoffrey
Brian Jansen
Justin Korpal
David Krug
Jennifer Mode
Jeremy Vechinski
Becky Waldmann

Others Present:
Jeffrey Little (outgoing Board member)

Election Of Officers For 2008-2009

President

Waldmann was nominated to serve another year as President, she accepted, and was confirmed by a unanimous vote of the Board.

Vice-President

Edwards was nominated for Vice-President, he accepted, and was confirmed by a unanimous vote of the Board.

Treasurer

Geoffrey was nominated to serve another year as Treasurer, he accepted, and was confirmed by a unanimous vote of the Board.

Secretary

Vechinski was nominated as Secretary, he accepted, and was confirmed by a unanimous vote of the Board.

Geoffrey indicated he was also interested in helping as a backup webmaster. The Board agreed this would be a good idea and Vechinski promised to train him.

Member Involvement In Amending Bylaws

The following motion that was seconded and voted on by the Board would have required a membership vote to confirm all future bylaws changes.

Whereas, Article VII of the Wisconsin Geocaching Association’s bylaws currently state: “The Board will be solely responsible for the bylaws of the WGA. The Board may adopt, amend, or repeal the bylaws only after a minimum of seventy-two (72) hours of advance notice (providing the specific contents of the proposed to each Board member. This seventy-two (72) hour advanced notice may be waived if the entire Board is convened. The Board may then approve any proposed bylaw change with a two-thirds vote.”

Whereas, it is desirable to give notice, and obtain consent of the membership at large prior to any change in the Association’s bylaws.

Be it resolved that the following 2 paragraphs be added to Article VII of the Wisconsin Geocaching Association bylaws:

“The Board may vote to adopt, amend, or repeal the bylaws only after a minimum of seventy-two (72) hours of advance notice (providing the specific contents of the proposed action) is given to each Board member. This seventy-two (72) hour advanced notice may be waived if the entire Board is convened. The Board may then tentatively approve (pending final approval by the membership) the proposed bylaws change with a two-thirds vote.

To obtain final approval for a bylaws change, a general vote must be taken and a majority of members voting must agree to the change. All members shall be notified about proposed bylaws changes at least 1 week before voting on the proposal ends. The vote may be taken electronically or in person. If taken electronically, voting must be allowed for at least 1 week, and there is no minimum or quorum number of votes required for the vote to be valid. If taken in person, at least twenty-five (25) percent of active members must vote in order for it to be valid.

This motion will be announced immediately following passage, should it be passed. This motion and the votes by BOD members will also be made public at the same time.[/size]

Edwards, Elsenpeter, and Vechinski voted yes, remaining Board members abstained. Motion rejected.

There was some concern as to whether the membership should actually be required to vote on required bylaws changes, or whether simply notifying them of the possible change and getting their feedback during some sort of comment period would be adequate.

– Would having the membership vote on all amendments slow things down and hamper the Board from making changes it felt were necessary?
– Could not requiring a membership vote lead to an abuse of power by a future Board?
– Worst case scenario – rogue Board could vote to dissolve the organization or substantially change its purpose without the consent of members

All Board members felt that notifying members of a bylaws change and getting their input was a good idea. The sticking point was whether a binding membership vote should be required, and if so, how to conduct this vote. It was unanimously decided to poll the membership via a referendum to determine whether they actually desire the ability to vote on bylaws changes. Elsenpeter volunteered to draft a referendum to obtain this feedback.

Board Photo

The Board took a quick break so a photo of the new Board could be taken.

Transparency Of Board Activity

Vechinski proposed the following guidelines that would better define the secretary’s duties in regards to making the activities of the Board known to the membership:

– Minutes of in-person and electronic (conference call) meetings should be published within 1 week of the meeting. Minutes would include all Board votes held during the course of a meeting.
– Board activity in the private electronic forums should be summarized monthly and this summary published.
– A majority of the Board is required to approve minutes or an online activity summary before publication.

These guidelines were approved by the Board. Vechinski indicated that Board minutes will eventually be published on the website on a new “Minutes” tab in the Board of Directors module.

The Board unanimously decided to pursue an online voting Board system. Such a system would formalize the process of electronic voting on resolutions and make the votes of individual Board members public. Vechinski indicated that he had slides proposing the details of such a system in his website update presentation, so further discussion on this topic was tabled until then.

Annual Board Meeting Date

There was some discussion as to whether a fixed date for the annual in-person new Board meeting (meeting held following the Board election) was necessary. It was felt that choosing a date far in advance would make it more likely all Board members could attend.

The following motion was considered by the Board:

Whereas article IV of the Wisconsin Geocaching Association Bylaws require an annual meeting, which in the past has been held in February.

Whereas specifically the bylaws state, “The WGA Board shall meet in person at least once annually.”

Whereas article VII of the Wisconsin Geocaching Association Bylaws state, “Voting for the Board of Directors will conclude at 11:59pm Central Time on the second Sunday in February of each year.

Whereas there is potential for tie votes, which may delay an immediate meeting. The Bylaws state, “The candidates who receive the most votes will be given the open Board positions being voted on. In the event of a tie between candidates for an open position, a run off election will be held at the earliest opportunity.”

Whereas scheduling for nine individuals can be a difficult task to ensure full participation.

The Wisconsin Geocaching Association will hold its annual Board of Directors at a date scheduled well in advance so that all candidates for open seats and returning Board of Directors members can schedule their affairs around that known date.

The date set for the annual meeting will be the fourth Sunday of February, at a location agreed to by the Board of Directors.

This schedule shall be effective with the 2009 Board of Directors meeting.

The motion will be announced immediately following this motion, should it be passed. This motion and the votes by BOD members will also be made public at the same time.

The motion was seconded and all Board members voted yes. Motion passed.

Treasurer’€™s Report

Geoffrey submitted a treasurer’€™s report for the 2007 fiscal year to the Board, and after some discussion and clarifications it was approved. (A copy of this report is available to members via email by contacting the treasurer.)

Summary of treasurer’€™s report contents:

– WGA net worth / account balance increased from $5450 to $7763 during the fiscal year
– 2007 geocoin sale was profitable, raising about $1300
– Both major WGA events were profitable. The campout profit was $779, but most of the money was raised via the pancake breakfast. The amount of money donated at the picnic was lower than expected (possibly due to a donation box that was hard for people to find) but did cover the costs of the event.

2007 Wisconsin Geocoin

Geoffrey reported that the WGA is holding about 70 extra 2007 Wisconsin geocoins that were ordered in addition to those preordered during the geocoin sale. It was felt that the best / easiest way to liquidate these coins would be to offer them for sale at WGA events, probably at $12 each or 2 for $20 (final price to be determined later).

2008 Wisconsin Geocoin

The Board members discussed the possibility of creating a 2008 geocoin and its timing. Most felt that the creation of a 2008 coin should be pursued, though there was also some thought that the market for Wisconsin geocoins is becoming saturated. As to when and how a 2008 geocoin should be sold, some Board members suggested selling it to members first at the 2008 WGA Geo-Picnic event. Mode indicated that having a coin available for sale at a late summer event was iffy, and manufacturing issues could cause unanticipated delays.

The Board considered the following motion:

Whereas as the Wisconsin Geocaching Association has released three versions of a Wisconsin state geocoin.

Whereas the release of geocoins can be profitable for the association, as well as fun for the membership.

Whereas it may be reasonable to test the waters to see what future interest exists for an annual geocoin.

Be it resolved, that the WGA will hold a referendum to see the extent of our member’s interest of a geocoin produced on an annual basis, possibly simply using the runner up design from 2007 to save time or using the process that was successful for the 2007 geocoin. The referendum should be worded similar to this:

Last year’s first runner-up in the geocoin design contest was a cow-shaped coin. It finished a close second and some members have expressed interest having it made. The WGA board is considering this and would like your opinion:

1. Yes! Make it this year and I will buy some.

2. I think this design should be made, but wait until 2009 to make it – we don’t need another one quite so soon.

3. I am interested in having a WI coin made in 2008, but we should hold another design contest.

4. I am interested in having a WI coin made, but not this year and not the cow.

5. I don’t care about geocoins.

The motion was seconded and all Board members voted yes. Mode agreed to have a draft of the referendum available shortly. The Board felt that the referendum on this topic should be published soon, so work on a 2008 coin could begin if there was substantial interest.

Not For Profit / Tax Exempt Status

Board members were brought up speed on the history of the WGA’€™s dealings with the IRS and Wisconsin Department of Revenue, including the failed attempt at obtaining tax exempt status in 2004-2005. Concern was raised over whether the WGA was failing to pay required income taxes. Vechinski stated that he believed that the WGA gross receipts (income) were well below the amounts at which filing a corporate income tax return becomes mandatory.

After discussing the various options, it was felt that the Board should simply obtain tax exempt status, not the more difficult charitable organization status (which would allow members to make tax deductible donations). The Board determined the best course of action would be to refile for tax exempt status under 501(c)(7), this time using an attorney to facilitate the process.

Geoffrey indicated he knew someone who recently incorporated a non-profit organization and would find out what attorney assisted in this process. Vechinski said he would call attorneys in the Milwaukee area to find some that specialized in non-profit / tax exempt organizations.

New WGA Logo

The Board agreed to go ahead with a plan adopted by the previous Board to solicit ideas for a new WGA logo from the public (members and non-members), and then have the membership vote as to which logo they preferred. It was felt that even if a logo that was not fully developed was selected, a print ready / cleaned up version could be obtained for a reasonable cost.

Wisconsin DOT Geocaching Policy

It was clarified that the Wisconsin DOT “ban” on geocaching only applies to DOT owned waysides and rest areas. It does not apply to other DOT owned land such as park and ride lots, road right of ways, and turnouts and other parking areas without facilities. It was thought that a single individual, Robert Spoerl, Roadside Facilities Engineer for the DOT, was responsible for this development of this policy.

The Board felt that sending a letter to DOT officials signed by the Board would be a good first step, but this should not be done until after all existing caches that violate the DOT policy were archived. Waldmann indicated the reviewers were currently trying to identify the affected caches, and then would start archiving them.

Waldmann suggested the formation of a small committee to work on this issue, as it is expected that it could take a year or more to make significant progress. The committee would make quarterly reports to the Board as to their activities and progress. Board minus Elsenpeter (absent) voted yes to the formation of this committee. Waldmann, Krug, and Korpal volunteered to serve on the committee.

Electronic Newsletter

The following motion was considered by the Board, which would formalize how electronic newletters would be published and give target dates for publication:

Whnic newsletter allows periodic contact with geocachers in Wisconsin who may not frequently visit the WGA forums,

Be it resolved that the WGA publish a quarterly electronic newsletter.

The newsletter will have target publication dates of January 1 (to support the annual election of officers), April 1 (to support the annual WGA campout), July 1 (to support the annual WGA picnic), and October 1.

Special editions at other times may be published if the Board of Directors desires a Special Edition for any good reason.

To facilitate this, the WGA will name an individual as editor of the electronic newsletter, who may be any member of the Wisconsin Geocaching Association. This should be someone with knowledge of the activities of the WGA, either a current BOD member, or a past BOD member. The WGA Board of Directors, as a group of nine individuals will also serve as the editorial board for the newsletter. The editor will serve at the pleasure of the Board of Directors.[/b]

This motion will be announced immediately following its adoption, should it be passed. This motion and the votes by BOD members will also be made public at the same time.[/size]

The motion was seconded and all Board members minus Elsenpeter (absent) voted yes. Motion passed.

Mode volunteered to serve as newsletter editor. Edwards indicated he would also be interested in helping with the creation of future newsletters. The Board also agreed to contact former Board member Ken Braband to determine if he would be interested in helping proofread future newsletters prior to publication.

Membership Topics

Welcome Wagon

It was decided that having a formal, WGA sponsored Welcome Wagon that would contact new geocachers would be too difficult to organize. Board suggested that a generic sample welcome letter be posted on the WGA website, and that cache owners who see new geocachers visiting their caches use this letter or something similar to welcome the newcomers to the sport.

Geocache Listing Page Advertisement (“Spread The Word”)

Geoffrey proposed developing a more dynamic WGA graphic/image for use on geocache listing pages, which would hopefully attract more people to visit the WGA website. Such a graphic would be periodically changed to advertise upcoming WGA events and activities. Vechinski agreed to have the Website committee look into this, and indicated that a good time to introduce the new graphic would be when a new WGA logo was adopted.

Laminated Nametags

It was felt that the WGA should continue offering laminated nametags at WGA events, but offering nametags to members outside of events would be too complicated and expensive.

A $1 donation per nametag should be suggested, but not required, for individuals requesting duplicate / replacement nametags.

Adopt-A-Highway

WGA has formally adopted a section of US Highway 10 in NE Wisconsin. Signs indicating our adoption have been installed. Former Board member Jeff Rahmlow gave some limited information about the Adopt-A-Highway program to Korpal. There was some confusion about what materials (garbage bags, safety vests, training videos) would be provided by the DOT and how we go about documenting that a cleaning took place. The WGA must pick up trash at least 3 times per year or it could lose this stretch of highway.

Waldmann promised to contact the DOT to find out the status of our adoption (including the highway segment in SE Wisconsin we were also considering) and who the DOT representative we should be talking to is. Korpal agreed to organize the first highway cleaning day, possibly in conjunction with other CITO activities taking place in NE Wisconsin in April.

Wisconsin Park And Recreation Association (WPRA)

Last year the Board collected information about joining the WPRA and discussed doing so, but did not actually join. Many Board members felt that joining the WPRA would allow the WGA to monitor public official opinion in regards to geocaching and better educate the land managers in the state. It was felt that leaving this monitoring and education up to members was risky. Cost of joining is likely $180 per year based on our status. The Board agreed to reconsider the WPRA issue in the Board forum online.

Waldmann indicated she would contact WGA member Renee Vanselow, who is also a WPRA member, to get her feedback on whether having the WGA as an organization join the WPRA would be beneficial (or worth the fees it would have to pay).

Events

Geo-Campout Date

The following motion to fix the date of the WGA Geo-Campout in future years was considered by the Board:

Whereas the Wisconsin Geocaching Association has held successful camp out events for six years in May of each year.

Whereas, the dates of those events were May 17, 2002, May 16, 2003, May 15, 2004, May 21, 2005, May 13, 2006, and May 19, 2007, with current plans for the next event May 16, 2008.

Whereas, the membership of the Wisconsin Geocaching Association has expressed interest in the Association continuing to sponsor an annual spring camp out event.

Whereas, scheduling of any event can become more difficult, as the desired time period draws closer.

Whereas, the spring event has been successful being held on the third weekend of May.

It is resolved that, The Wisconsin Geocaching Association will continue to hold an annual spring event. The event will be held starting on the third Friday of May, at a location agreed to by the Wisconsin Geocaching Association Board of Directors.

To facilitate the development of the annual WGA spring event, the WGA Board of Directors will appoint a working group, a committee in November of the preceding year to develop plans for the spring event, and to help select a location.

This motion will be announced immediately following this motion, should it be passed. This motion and the votes by BOD members will also be made public at the same time.

Motion was seconded and voting yes were all Board members except Mode (no wanted different fixed date definition) and Elsenpeter (absent). Motion passed.

Temporary Cache Logging At WGA Events

A motion was considered that would have placed disclaimer text on the cache listing for future WGA events. The purpose of the disclaimer text was to deflect criticism for multiple attended logs of an event to individual geocachers, not the WGA as a whole. Several Board members questioned the wording of the disclaimer; whether it was neutral enough or sent the wrong message about what the WGA officially did or did not support. It was agreed to table this motion.

Instead a motion was put forth to hold a referendum to get the opinion of membership on the topic of temporary cache logging at WGA events. The referendum would be structured such that members could only vote yes or no to this question, not provide a ‘€œdon’€™t care’€ or ‘€œno opinion’€ response. This motion was seconded and voting yes were all Board members except Elsenpeter (absent).

Based on the outcome of this referendum, the Board agreed to revisit the temporary cache logging issue and make some sort of ruling prior to the spring Geo-Campout.

Donation To Governor Dodge

The Board agreed that donating some item (GPS unit, bench, etc.) or making a cash donation to Governor Dodge in appreciation for having the campout there was appropriate. Ideally the donation should be determined in advance of the campout so a formal presentation or at least an announcement about it can be made during the event.

Jansen reported that the GPS unit donated to Hartman Creek last year was being used.

Waldmann indicated that she has attempted and will continue to attempt to contact the Friends group at Governor Dodge. It was thought a WGA donation should be made to the Friends group, not to the park / Wisconsin DNR directly.

Summer Picnic Date

It was decided that the membership should be polled as to whether the WGA Geo-Picnic event should be held in late August, before Labor Day, or in early September after Labor Day. There was some concern that holding it while school was in session could impact attendance, though a later picnic date makes it easier to find facilities/parks to use for the event.

A motion was put forward to create a referendum to get member input on this issue. Motion was seconded, and all Board members except Elsenpeter (absent) voted yes. Motion passed.

Mode agreed to draft the referendum for review by the Board. It was also suggested that all the referendums approved so to date should be held concurrently and in March. Mode indicated that she would work on a special electronic newsletter edition to announce these referendums.

CITO Event

There was some discussion about holding a WGA sponsored CITO event. It was felt that the WGA should not have its own event on CITO day to avoid conflicts with the many existing CITO events that have already been scheduled. CITO event idea was tabled.

Winter Event

All Board members present agreed that WGA should plan some sort of winter event in early 2009. Board members put forth various ideas as to what the event should consist of including a simple meeting at a pizza place, a night bonfire, and a weekend long event at a water park hotel. The common theme was that the event should primarily be a social / meet-and-greet event and not emphasize the finding of temporary or permanent geocaches. Because this should be a simpler event to plan, it was felt that the formation of a committee to help with this event was unnecessary.

The following motion was considered:

Whereas, the membership of the Wisconsin Geocaching Association has expressed interest in the Association sponsoring an annual winter event.

Whereas, scheduling of any event can become more difficult, as the desired time period draws closer.

Beginning in 2009, the Wisconsin Geocaching Association will hold an annual winter event. The event will be held on the Saturday proceeding the fourth Sunday of February at a location agreed to by the Wisconsin Geocaching Association.

The motion will be announced immediately following this motion, should it be passed. This motion and the votes by BOD members will also be made public at the same time.

Motion was seconded and voting yes were all Board members except Vechinski and Jansen (no wanted winter event but did not want to fix date at this point) and Elsenpeter (absent). Motion passed.

WGA Presentation Resources

The Board determined that the purchase of equipment (GPS units, projectors, temporary cache materials) by the WGA for use by members giving geocaching presentations should not be pursued. Equipment could quickly become obsolete and it would be difficult to get this equipment to the right people.

The development of common presentation materials was also considered. Vechinski indicated that the WGA wiki has links to many geocaching presentations developed by members, but nothing that has been officially ‘€œblessed’€ by the WGA. Little suggested that the WGA might want to expand educational presentations to non-geocachers, including possibly training EMS personal and firefighters on how to use a GPS to go to coordinates.

Regional Representation

There was a discussion of regional representation on the WGA Board of Directors. Most Board members thought that the various regions were being adequately represented, and some of the complaints being raised by members about being left out were unfounded. Requiring that some Board members be elected on a regional basis could cause some very qualified or the most qualified members to be left off the Board. It was also thought that geocaching related issues and concerns were mainly the same throughout the state, and therefore the location of Board members was irrelevant. Vechinski indicated he was concerned about dissatisfied groups splintering off and doing their own thing if they consistently were denied representation on the Board, leaving the WGA representing just a portion of the state.

Also discussed was the concept of forming WGA chapters, essentially subgrouping the organization by location. The majority of the Board members felt that the WGA was not yet large enough for this to work. There was concern that forming chapters could actually encourage ‘€œsplintering’€ of the overall organization.

Committee Reports

Community Education Committee

There were concerns raised that requests for geocaching educational help were slipping through the cracks and not handled consistently. Mode agreed to serve coordinator of all educational requests. She indicated that the WGA should compile a list of members willing to help with these requests in various parts of the state.

Campout Committee

The campout committee reported they had selected the location of the 2008 campout (Governor Dodge) and had all the necessary park facilities reserved. An announcement of the details of the event would be made to the membership shortly.

Picnic Committee

Following the referendum on the preferred picnic date, a date for the picnic would be chosen. Once a date was chosen, site selection would begin, with a location selected before or soon after the Geo-Campout.

Website Committee

• Vechinski made a short presentation to the Board regarding the state of the WGA website and the activities of the website committee in 2007 and what was planned for 2008. Highlights:
  Web server life expectancy is at least another 2 to 3 years. Vechinski will check to see when the service contract on the server expires.
• Website had an uptime of 99.6% in 2007. 20,500 forum posts were made in 2007 and 700 new WGA member accounts were created.
• Email issues continue. Worst problem is that email messages sent from the server, including electronic newsletters, are being marked as spam and lost. Board agreed that the Website committee should investigate options to mitigate this problem, including possibly paying for external email hosting.
• Vechinski indicated a Chat system was installed for Board use. It was felt that introducing this Chat system for general use by WGA members was unnecessary. Also, future electronic Board meetings would likely be conducted via Skype (voice chat) not text chat.
• Vechinski said that a Donation system had been mostly completed but was put on hold last year when issues were raised about how donors will be recognized. After some discussion, the Board felt that a formal donation system was not needed at this time, as the number of donations likely to be made were small. Vechinski and Geoffrey would investigate the addition of a simple PayPal donation button to the website.
• Vechinski indicated that a newsletter archive, allowing members to view past email newsletters online, would be added to the website soon.
• Board of Directors Voting Module
• A detailed design document with sample page layouts will be made available to the Board in March
  There will be a Resolutions tab in the Board of Directors module. This is where Board members will vote on open resolutions and members will be able to review the Board votes on closed resolutions.
• There will be an Activity tab in the Board of Directors module. This is will show a list of Board members, the last time each Board member logged on to the WGA website, the last time each Board member voted on a resolution, and link to their complete resolution voting record (history).