The 202nd regular meeting of the NSS Board of Governors was held at the Garden and Art Center in Irving, Texas, on March 25, 2006. These minutes, when accompanied by corrections submitted by the Board, constitute the official record of the meeting.
President Bill Tozer called the meeting to order at 9:03 A.M. Lee Stevens was present as Recording Secretary.
Roll Call
OFFICERS:
William Tozer, President
Gordon Birkhimer, Executive Vice President
Steve Ormeroid, Administrative Vice President
G. Thomas Rea, Operations Vice-President
Ted Kayes, Secretary-Treasurer
DIRECTORS:
Hazel Barton
Cheryl Jones
Joe Levinson
James Lewis
Bill Liebman
Douglas Medville
Martha Mills
Gary Moss
Philip Moss
Kevin Smith
Bernie Szukalski
PROXIES:
Dave Taylor for Doug Robertson
Mills moved that the minutes be approved as published.
Seconded by Rea.
Recording Secretary Lee Stevens provided two additional corrections to the minutes that had not been published in the draft.
In the additions to the report of the Secretary-Treasurer, item #2 should read:
"The National Speleological Foundation is providing up to $2,500 in matching grants for all funds raised from January 1, 2006 through July 31, 2006 toward retiring the NSS mortgage on Great X Cave in Wyoming."
In the additions to the report of the Treasurer-Treasurer, item #3 should read:
"The National Speleological Foundation voted at its November 4, 2005 meeting to increase the amount it charges the NSS to manage its funds from .12% per year to .24% per year."
VOTE to approve the minutes as
published with the additional corrections:
Unanimously in favor
PASSED
President (PRES)– Bill Tozer
Additions to the submitted written report are as follows:
NSS membership application will be inserted in four upcoming issues of the NSS NEWS. The funds to pay for the insert will come from the Membership Fund.
Approval of the Memorandum of Understanding (MOU) between the NSS and the U.S. Bureau of Land Management (BLM) has been delayed. Personnel involved in the approval process at BLM have changed and their replacements need more time to review the MOU.
Kevin Smith reported that those individuals who donate to the United Way and the Combined Federal Campaign through payroll deductions can donate to the NSS, even though the NSS is not currently listed in the qualified organizations brochure provided by those charities, by writing in the name of the NSS on their donation form. The money donated to the NSS in this manner will be sent to the Society, but the NSS will not receive any additional money from those charities unless it becomes a qualified organization.
Executive Vice President (OVP) – Gordon Birkhimer
Additions to the submitted written report are as follows:
The next edition of American Caving Accidents and the 2003 SpeleoDigest will be available this summer.
On Cave Conservation and Restoration should be published prior to the annual national NSS convention.
NSS NEWS editor Dave Bunnel has announced that he will not publish any more "questionable" photographs in the NEWS.
Administrative Vice President (AVP) – Steve Omeroid
Additions to the submitted written report are as follows:
The AVP distributed to the Board the bid package for an annual national NSS convention to be held in northeast Florida in 2008. Formal consideration of this bid will take place at the summer Board meeting.
The AVP expressed serious concern regarding the sell off of public lands bill that is currently under consideration by the U.S. Congress. Chairman of the Government Liaison Committee, Hazel Medville, requested that e-mails opposing this bill be sent to her.
David Lester of Colorado announced that the cavers in Colorado are actively investigating the possibility of hosting the annual national NSS convention in 2011.
Operations Vice President (OVP) – Tom Rea
Tom Rea announced that he will retire as OVP at the end of his current term and will not seek reelection this summer. He is also Chairman of the NSS Special Publications Committee and wants to devote more time to publications.
Secretary-Treasurer (S/T) – Ted Kayes
The S/T reported that the annual premium for the NSS general liability insurance policy remains the same as last year at $16,900.
2006 NSS National Convention (Bellingham, Wash) – AVP Omeroid – Oral report
2007 NSS National Convention ( Marengo, Ind) - Bob Vandeventer – Oral report
International Congress of Speleology – Dr. George Veni – Oral report
In addition, Dr. Veni distributed the preliminary budget and copies of the advertising brochure for the ICS.
National Cave and Karst Research Institute – Dr. Louise Hose – Oral report and Attachment D to this agenda.
OLD BUSINESS
Confirmation of the e-mail Vote of February 18, 2006
Tozer moved: In accordance with Act 18-718, the Board approves the total distribution of the Pacific Slope Cave Acquisition Fund to the Western Cave Conservancy. Such funds are to be used toward the purchase of Rippled Cave, Calaveras County, California. Distribution of the funds is to be made by 20 February 2006.
E-mail vote results:
In favor: Rest
Opposed: None
Absent: Doug Robertson
PASSED
By unanimous consent, the Board confirmed the results of the e-mail ballot.
NEW BUSINESS
Kayes moved: The 2006-07 EC approved budget is approved with the following significant changes:
1. 03-74103-37 General
liability insurance premium is reduced from $19,000 to $16,900.
2. 03-40459-00 AGI Dues – Geology Section: Budget is
increased to $100.
3. 03-70128-33 Planning Committee: Budget is increased to $750.
4. 03-72111-35 Conservation Grants: Budget is changed to $5,000.
5. 03-72406-35 TV/Video Production: Budget is reduced to $0.
6. 03-77381-32 Royalties – Cave Restoration book: Budget is
increased to $400.
7. American Caving Accidents: Budget is increased to
$12,200.
<8. 03-70138-33 UIS 2009 Congress is changed to $1,000.>
Seconded by P. Moss.
P. Moss moved to amend: delete "#8 – UIS 2009 Congress". Seconded by Taylor.
VOTE to amend:
Unanimously in favor
PASSED
Tozer moved to amend: The FY 06-07 budget is amended to transfer $2,000 from the Office Equipment Fund to the ad hoc Office Software committee.
Seconded by Medville.
VOTE to amend:
In favor: Rest
Opposed: None
Abstaining: P. Moss
PASSED
VOTE on the
amended motion:
Unanimously in favor
PASSED
Kayes moved: The Treasurer will transfer all funds in the Publications Fund that exceed <$50,000> <<$100,000>> at the end of the current fiscal year into the Endowment Fund.
Seconded by Smith.
Rea moved to amend: delete "$50,000" and insert "$100,000".
Seconded by P. Moss.
VOTE to amend:
In favor: Jones, Levinson, Liebman, Mills, Rea, Omeroid, G. Moss,
P. Moss, Lewis
Opposed: Barton, Szukalski, Kayes, Medville, Smith
Abstaining: Taylor, Birkhimer
PASSED
VOTE on the
amended motion:
In favor: Barton, G. Moss, Taylor
Opposed: Rest
FAILED
P. Moss moved to amend: The <FY 2006-2007> <<FY 2005-2006>> budget is amended by transferring <<up to>> $5,000.00 <from the Operating Surplus Designated Fund> to the Endowment Fund <<if the surplus is available at the end of the fiscal year. >> Act 18-686 is suspended in this instance.
Seconded by Barton.
A. Kayes moved to amend: delete "FY2006-2007" and insert "FY2005-2006"; insert after "Endowment Fund", "if the surplus is available at the end of the fiscal year."
Seconded by Szukalski.
B. Levinson moved to amend: insert "up to" before "$5,000".
Agreed to by unanimous consent.
VOTE on the
motion to amend:
In favor: Barton, Szukalski, Birkhimer, Kayes, Rea, Omeroid,
Medville, G. Moss, Smith
Opposed: P. Moss, Jones
Abstaining: Levinson, Mills, Lewis, Taylor Liebman
PASSED
VOTE on the
amended motion:
In favor: Rest
Opposed: Jones, Lewis
PASSED
9A) Kayes moved: Act 18-674 is amended as follows: The purpose of the Endowment Fund is to generate income and capital gains for approved projects and needs of the Society as determined by the Board of Governors. The Society and others may periodically provide donations and unrestricted funds for the Endowment Fund. The NSS shall invest funds in the Endowment Fund until <<the balance in the fund exceeds $500,000 >> <December 2006> so as to emphasize growth of the capital investment. The Fund was established by donors and is managed as a temporarily restricted, quasi-endowment fund. By majority vote, the Society’s Board of Governors may require the return of up to 5.5% of the fund each year as income.
Seconded by Rea.
VOTE:
In favor: Rest
Opposed: None
Abstaining: P. Moss
PASSED
P. Moss moved to substitute:
The purpose of the Endowment Fund is to generate income and capital gains for approved projects and needs of the Society as determined by the Board of Governors. The Society and others may periodically provide donations and unrestricted funds for the Endowment Fund. The Fund was established by donors and is managed as a temporarily restricted quasi-endowment fund. <After December 31, 2006> <<After April 1, 2007 >> <, > the Society's Board of Governors may require the return of up to 5.5% of the fund each year as income.
Seconded by Taylor.
VOTE to
substitute:
In favor: Liebman, P. Moss, Taylor
Opposed: Rest
FAILED
Kayes moved: The position of Chief Accounting <Officer> <<Manager>> is created in the Department of the Secretary/Treasurer. The Chief Accounting <Officer> <<Manager>> will oversee the Society’s bookkeeping, close the Society’s books monthly and at the end of each fiscal year and serve as vice Chairman of the Finance Committee.
Seconded by Rea.
By unanimous consent, the motion was amended to delete "Officer" and insert the word "Manager" in all occurrences.
VOTE on the
amended motion:
Unanimously in favor
PASSED
Kayes moved: David Irving is immediately confirmed in the position of Chief Accounting Manager <<. >> <without advertising the position. >
Seconded by Taylor.
A. P. Moss moved to table.
Seconded by Liebman.
VOTE to table:
In favor: Jones, Levinson, Liebman, Mills, P.Moss, Taylor, Lewis
Opposed: Barton, Suzkalski, Birkhimer, Rea, Omeroid, Medville, G.
Moss, Smith
Abstaining: Kayes
FAILED
B. Barton moved to amend: delete "without advertising the position."
Seconded by Suzkalski.
VOTE to amend:
Unanimously in favor
PASSED
VOTE on the
amended motion:
Unanimously in favor
PASSED
Kayes moved: Board Act 83-705 Biennial Report Committee is amended to read:
The <Biennial> <<Annual> Report Committee is established in the Department of the <Executive Vice> President. The committee is responsible for publishing <the NSS Biennial> <<an Annual>> Report <<of the Society’s and Internal Organizations’ activities, accomplishments and plans <. > <<, and an audited financial statement. >> The Annual Report will be posted on the Society Web site by January 15 each year. >> < during the month of December in even-numbered years>.
Seconded by P. Moss.
Jones moved to amend: insert ", and an audited financial statement."
Seconded by Kayes.
The motion was agreed to by unanimous consent.
VOTE on the
motion as amended:
In favor: Rest
Opposed: Barton, Medville
PASSED
President Tozer declared a recess at 12:05 P.M. for lunch and the closed meetings of the Directorate and the Board.
President Tozer reconvened the meeting at 4:10 P.M.
Chairman of the Directorate Gary Moss reported that Bill Tozer had been elected as president-elect. His second term will begin at the summer Board meeting.
President Tozer reported that the NSS award recipients for 2006 had been selected and/or approved.
Jones
moved: Board Act 65-768, 2009 International Congress
of Speleology, is amended to read:
The NSS will host the 2009 International Congress of
Speleology (ICS), July 19-26, 2009, at Schreiner University,
Kerrville, Texas. The 2009 ICS <<Organizing >>
Committee is created <<in the Department of the
President>>. <Unspent funds for the 2009 ICS bid shall
be used to fund the planning and hosting of the 2009 ICS. >
Seconded by P. Moss.
VOTE:
Unanimously in favor
PASSED
Jones moved: A loan of up to $6000 may be withdrawn from the International Support Fund for use by the International Congress of Speleology Organizing Committee in planning and hosting the 2009 International Congress of Speleology.
Seconded by Taylor.
VOTE:
Unanimously in favor
PASSED
Jones moved: Board Act 56-767, 2009 NSS Convention, is amended to read:
The 2009 NSS Convention will be held in conjunction with the International Congress of Speleology (ICS) on July 19-26 at Schreiner University, Kerrville, Texas. The organizing committee for the ICS shall be the organizing committee for the NSS Convention. <<The NSS Administrative Vice President shall appoint a Chairman for the NSS 2009 Convention to serve on the ICS Organizing Committee. The Convention Chairman will report to the NSS AVP. >>
Seconded by Levinson.
VOTE:
Unanimously in favor
PASSED
Smith moved: Act 18-718 is <repealed. > << deleted. >>
Act 18-718 - NSS Pacific Slope Cave Acquisition Fund 3-23-02
The purpose of the NSS Pacific Slope Cave Acquisition Fund is to acquire title or conservation easements to caves located within the Pacific seaboard. Grants from the fund must be made to 501(c)(3) public benefit corporations dedicated to the purpose of the fund. Applicants for grants must provide to the NSS Secretary-Treasurer the following proofs: 1) copy of certificate of 501(c)(3) standing, 2) Articles of Incorporation, and 3) written proof (such as a written acceptance of an offer to purchase real estate) of the existence of a pending purchase of a real property or conservation easement, consistent with the purpose of the fund. Grants shall be made from the fund by action of the NSS Board of Governors, hereinafter referred to as the granting body. In the absence of competing applicants, grants shall be summarily approved upon verification of proofs. The granting body shall make no determination of the significance or quality of properties proposed for p rotection by the applicant, except where two or more qualified entities have applied for grants in the period between regular meetings of the granting body. Where two or more qualified entities have applied, only the most significant proposal shall be granted funds during a regular meeting; rejected applications will be re-submitted for consideration at the next meeting of the granting body. Significance in the case of competing applicants will be determined on the basis of criteria used in federal significant cave nominations under the 1988 cave protection act: presence of endemic biota, cultural remains, geologic/mineralogical/paleontological values, hydrologic significance, educational/scientific value, and/or recreational potential. The amount of any single grant shall not be limited except by the amount in the fund or by the amount of the property or easement acquisition including associated costs, whichever is less. The fund consists of donations.
Seconded by Mills.
By unanimous consent, the word "repealed" was replaced with "deleted."
VOTE:
Unanimously in favor
PASSED
Smith moved: The Audit Committee is established under the <Directorate> <<Board of Governors>> according to the Audit Committee Policy. (Appendix AV)
Seconded by Lewis.
A. Kayes moved to amend: delete "Directorate" and insert "Board of Governors".
Seconded by P. Moss.
VOTE to amend:
In favor: Rest
Opposed: Levinson, Smith
PASSED
P. Moss moved to amend the Audit Committee Policy (Attachment A to this agenda - Appendix AV) as noted.
Seconded by Smith.
VOTE:
Unanimously in favor
PASSED
Smith moved: The Whistle-Blower Policy and Procedures are established.
Seconded by P. Moss.
P. Moss moved: The Whistle-Blower Policy and Procedures are referred back to Smith for further research.
Seconded by Medville.
VOTE to refer:
In favor: Rest
Opposed: Rea
Abstaining: Smith
REFERRED
By unanimous consent, Items #22A and #22B were considered together.
P. Moss moved: Act 18-712 is amended: The purpose of the Cave Acquisition Fund is the purchase or lease of caves or to obtain easements on cave properties. This fund may also be used to pay transfer costs (e.g. lawyer’s fees, title searches, land surveys, and closing costs) for caves acquired in any manner by the Society. This fund may also be used to make loans or grants to NSS Internal Organizations, Conservancies, or institutional members wishing to acquire cave properties. The Fund was established by donors. Money may be spent from this fund with the approval of the Board of Governors or transferred from this fund to the <Cave> <<Nature>> Preserve Fund as deemed necessary by the Executive Committee.
P. Moss moved: Act 18-713 is amended: <Cave> <<Nature>> Preserve Fund
The purpose of the <Cave > <<Nature>> Preserve Fund is to serve as a source of funds to the Society sufficient to provide for the expenses of ownership of real estate, or any interest in real estate, which has been designated by the Board of Governors of the Society as a <Cave> <<Nature>> Preserve of the National Speleological Society. The Fund was established by donations and transfers of unrestricted funds and is being managed as if it consists of all donations. Each fiscal year an amount up to 5.5% of the total fund value is used for this purpose. In addition to the amounts available annually, the NSS by 2/3 vote of the Board of Governors of the Society, may transfer to the Society any part of the <Cave> <<Nature>> Preserve Fund needed for extraordinary expenses of the preserves.
Seconded by G. Moss.
VOTE on #22A and #22B:
In favor: Rest
Opposed: Levinson, Medville
PASSED
Jones moved: Board Act 05-121 is amended to read:
Act 05-121 Contents 12-28-63
Minutes shall include only motions <, > <<;>> disposals of motions<, and>; other <positive> action taken<<; oral updates to officers’ written reports;>> <oral reports from committees as indicated on the agenda;> issues and comments presented during the Open Discussion period; reports from the closed sessions; a list of Board members present and proxies; disclosures of conflict of interest and their disposition, and other information pertinent to the meeting and business conducted. Written reports from officers and committees shall be included as attachments to the minutes. >>.
Seconded by P. Moss.
P. Moss moved to amend: delete "positive" in the second sentence.
Seconded by Jones.
Amended by unanimous consent.
G. Moss moved to amend: delete the phrase "oral reports from committees as indicated on the agenda;"
Seconded by Medville.
VOTE to amend:
In favor: Rest
Opposed: Jones
Abstaining: Barton
PASSED
VOTE on the
amended motion:
Unanimously in favor
PASSED
Jones moved: Appendix J, section V.B is amended to read:
B. Minutes shall only include motions <<;>> disposals of motions<, and><<; any >>other actions taken by the board<<; oral updates to officers' written reports;>> issues and comments presented during the Open Discussion period; reports from the closed sessions; a list of Board members present and proxies; disclosures of conflict of interest and their disposition, and other information pertinent to the meeting and business conducted. Written reports from officers and committees shall be included as attachments to the minutes.>>.
Seconded by Liebman.
VOTE:
Unanimously in favor:
PASSED
P. Moss moved that Items 24A through 24D be considered as one motion.
Seconded by Taylor.
Agreed to by unanimous consent.
24A) Meeting Minutes
P. Moss moved: The President shall ensure that the final version of the approved meeting minutes includes the Act numbers assigned to each motion passed.
24B) President’s Report (Act 772-05)
P. Moss moved: The President’s report to the Board shall identify all changes in language or form made to Acts by the Secretary to the Board since the previous report. This Act is not retroactive.
24C) Annotation of Constitution, Bylaws, and Acts (Act 773-05)
P. Moss moved: Beginning with changes made in March 2006, the President shall ensure that the Constitution, Bylaws, and Acts of the Board of Governors in all of their manifestations include the dates of passage, amendment, or deletion, and the item number from the meeting minutes authorizing said changes.
24D) Board of Governors Manual Proofing (Act 774-05)
P. Moss moved: The President shall require the Recording Secretary to proof all changes to the Constitution, Bylaws, and Acts of the Board. Any significant discrepancies in language shall be reported to the Board by the President in his next report.
VOTE on Items 24A
through 24D:
In favor: Rest
Opposed: Levinson
Abstaining: Rea
PASSED
Tozer moved: The Membership Recruiting Policy of the National Speleological Society is as follows:
groups. >
Seconded by Barton.
Barton moved to amend: delete the last two bullet items.
Seconded by Kayes.
VOTE to amend:
In favor: Rest
Opposed: Rea, Omeroid, G. Moss
PASSED
Medville moved to amend: insert "by those having an interest in the Society." in the first item.
Seconded by P. Moss.
VOTE to amend:
In favor: Rest
Opposed: None
Abstaining: Liebman
PASSED
P.Moss moved to amend: insert as a new first sentence: "Act 72-757 is repealed."
Seconded by Suzkalski.
VOTE to amend:
In favor: Lewis
Opposed: Rest
Abstaining: Liebman, P. Moss
FAILED
P. Moss moved to refer the motion and pending amendments back to the President for further consideration.
Jones seconded.
VOTE to refer:
In favor: Jones, Levinson, Liebman, Mills, Barton, Birkhimer,
Smith, P.Moss, Taylor
Opposed: Rea, G. Moss, Medville, Omeroid
Abstaining: Lewis, Suzkalski, Kayes
REFERRED
Tozer moved: The Escabrosa Grotto bid for the Spring 2007 Board of Governors Meeting is accepted.
Seconded by Liebman.
VOTE:
In favor: Rest
Opposed: Levinson, Lewis, Kayes, Jones, Omeroid
Abstaining: Rea, P. Moss
PASSED
Jones moved: Up to $10,000 of the FY 2005-2006 Operating Fund surplus over $5,000 will be split between the Save-the-Caves Fund and the Cave Education Restricted Fund.
Seconded by Birkhimer.
Smith moved to substitute: "If the FY2005-2006 Operating Fund surplus is $10,000 or more, $5,000 of this surplus will be transferred to the Cave Education Restricted Fund."
Seconded by P. Moss.
VOTE to
substitute:
In favor: Rest
Opposed: None
Abstaining: Kayes, Suzkalski
PASSED
VOTE on the
substituted motion:
In favor: Rest
Opposed: None
Abstaining: Liebman, Suzkalski, Kayes, Taylor PASSED
P. Moss moved to amend: << The Treasurer is authorized to withdraw up to $44,000 from the Nature Preserve Fund <to pay> <<provide matching funds>> for <biological> <<scientific>> studies of the Society’s caves<<. >> <that are authorized by the Board. > <The FY 2006-2007 budget is amended by allocating $44,000 from the Nature Preserve Fund to the Operating Budget to satisfy potential contracts for biological studies of the Society’s caves. > < $4,500 is transferred from the Shelta Cave Preserve Fund to help satisfy potential contracts for biological studies in Shelta Cave. > Notwithstanding Act 16-083, the funds shall be available for the duration of any relevant contracts made during FY2006-2007.
Seconded by Taylor.
Omeroid moved to amend: delete "$4,500 is transferred from the Shelta Cave Preserve Fund to help satisfy potential contracts for biological studies in Shelta Cave."
Seconded by Medville.
Vote to amend:
In favor: Rest
Opposed: Jones, Levinson, P. Moss, Lewis
Abstaining: Liebman, Suzkalski, Taylor
PASSED
Kayes moved to amend: delete the first sentence and replace it with the following:
The Treasurer is authorized to withdraw up to $44,000 from the Nature Preserve Fund to pay for <biological> <<scientific>> studies of the Society’s caves <<. >> <that are authorized by the Board. >
Seconded by Rea.
By unanimous consent of the Board, the amendment was amended by deleting the phrase "that are authorized by the Board."
Medville moved to amend Kayes’ amendment: delete the word "biological" and insert "scientific".
Seconded by Barton.
Philip Moss recused himself from further consideration of the motion sighting conflict of interest.
VOTE to amend:
In favor: Levinson, Barton, Suzkalski, Birkhimer, Kayes, Rea,
Omeroid, Medville, G. Moss, Smith, Mills, Lewis
Opposed: None
Abstaining: Jones, Taylor
Absent:P. Moss
PASSED
Smith moved to amend: delete "to pay" and insert "provide matching funds" in the second sentence.
Seconded by Barton.
VOTE to amend:
In favor: Rest
Opposed: None
Abstaining: Liebman, Taylor, G. Moss
Recused: P. Moss
PASSED
Hazel Barton also recused herself from further consideration of the motion sighting conflict of interest.
VOTE on the motion as amended:
In favor: Rest
Opposed: None
Abstaining: Liebman
Recused: P. Moss, Barton
PASSED
The approved motion is as follows:
The Treasurer is authorized to withdraw up to $44,000 from the Nature Preserve Fund to provide matching funds for scientific studies of the Society’s caves. Notwithstanding Act 16-083, the funds shall be available for the duration of any relevant contracts made during FY2006-2007.
Jones moved: Board Act 19-762 Grants Executive Steering Committee is amended to read:
The Grants Executive Steering Committee is established in the Department of the President. <Two of the committee members will be NSS Board of Governors members appointed by the President. > The Steering Committee is responsible for leading and managing the NSS Grants Writing program, but not responsible for writing proposals or grants. They will encourage and facilitate effective grant proposals from NSS Committee Chairmanmen and the NSS Board of Governors and act as the clearinghouse for proposals. The committee is responsible for prioritizing proposals for the Grants Committee, reviewing the grant applications before they are submitted, and approving the obligations associated with the grant before it is accepted by the NSS.
Seconded by Liebman.
Kayes moved to amend: Act 19-762 is deleted.
Seconded by P. Moss.
VOTE to amend:
In favor: Birkhimer, Kayes, Lewis, P. Moss
Opposed: Rest
Abstaining: Taylor, G. Moss
FAILED
VOTE on the motion as read:
In favor: Levinson, Suzkalski
Opposed: Rest
Abstaining: Liebman, G. Moss
FAILED
P. Moss moved: The President shall obtain a legal opinion from an attorney, who is a member of the Bar of the District of Columbia and whose practice includes not-for-profit corporation law, on
1. the possible adverse consequences to the Society resulting from the service on the Board of Governors by a person who is simultaneously a member of the board, an officer, owner, or employee of a company with whom the Society does business, or who is an employee of the Society or who receives routine honoraria from the Society, and appropriate means to avoid conflict-of-interest issues,
2. the extent to which members of the Board of Governors may be deemed Trustees having a higher standard of duty, care, and ethics than members of a non-trustee board, and
3. the foreseeable application to not-for-profit corporations, and to the officers and directors thereof, of current laws dealing with officer and director conduct, and the required diligence, disclosures, and reporting incident to same.
The President shall inform the attorney that it is our understanding that the Society is still bound by the law under which it was chartered in 1941 in the District of Columbia. If that proves to be the case, the attorney shall provide a copy of the relevant laws to the Society for archiving. The President shall report the opinion to the Board no less than 30 days prior to the next meeting of the Board. He is authorized to expend up to one thousand dollars from working capital to obtain this opinion.
Seconded by Taylor.
Kayes moved: The motion is referred to Smith for a report on the issues addressed in the motion at the summer Board meeting.
Seconded by Liebman.
VOTE to refer:
In favor: Rest
Opposed: Taylor, P. Moss
Abstaining: Jones, Levinson, Mills, Smith
REFERRED
31A) Ormeroid moved: Hazel Medville, NSS 8772RL, 11762 Indian Ridge Rd, Reston, VA 20191-3525, phone 703-860-0134, e-mail hazelmedville@verizon.net is confirmed as Chairman of the annual national NSS 2009 Convention.
Seconded by Barton.
VOTE:
Unanimously in favor
PASSED
31B) Ormeroid moved: John Punches, NSS 39211RE, 633 Hazel Street, Roseburg, OR 97470-2416, phone 541-957-5461, e-mail john.punches@oregonstate.edu. is re-appointed as the NCRC National Coordinator for a 3-year term.
Seconded by G. Moss.
VOTE:
Unanimously in favor
PASSED
31C) Tozer moved: Tom Hagood, NSS 41730, e-mail ridgeclimer@hotmail.com is confirmed as Chairman of the Grants Writing Committee.
Seconded by Barton.
P. Moss moved to substitute: Hazel Barton, NSS 38664RE (FE), Department of Biological Science, Natural Science Center SC344, Nunn Drive, Highland Heights, KY 41076,
phone 859-572-5303, e-mail hazel@cavescience.com is confirmed as Chairman of the Grants Writing Committee.
Seconded by Mills.
VOTE to
substitute:
In favor: Rest
Opposed: Taylor
Abstaining: Barton
PASSED
VOTE on the
substituted motion:
In favor: Rest
Opposed: None
Abstaining: Barton
PASSED
Ormeroid moved: The 2010 Convention proposal presented by the cavers of Vermont and the Northeast Regional Organization for a July 12 to 17, 2010 date to be held in Essex Junction, Vermont, be approved.
Seconded by Medville.
VOTE:
In favor: Rest
Opposed: None
Abstaining: Levinson, Barton, Suzkalski, Kayes
PASSED
Mills moved: The Executive Vice President (EVP) shall direct the Research Advisory Committee (RAC) to solicit bids from qualified applicants to conduct scientific studies
<<, with preference to <biological> <<environmental>> studies>> of any or all of the Society’s caves. Applicants will be required to obtain matching funds from other interested parties to carry out such research. The RAC shall establish a grants solicitation program and have full discretion regarding the scientific terms, conditions and reporting of any contracts awarded. Non-scientific terms and conditions shall be set forth with the advice and consent of the Executive Vice President and the President. Bids shall be reviewed and the winning bids selected quarterly by the RAC until all the funds budgeted have been awarded or are insufficient for contracting as determined by the Chairman of the RAC.
Contracts awarded must be signed by the EVP and the President.
The EVP and the AVP shall work together to coordinate and promote these studies with the relevant NSS Nature Preserve Managers.
Seconded by Kayes.
By unanimous consent, the motion was amended adding the phrase "with preference to biological sciences,"; in addition, the word "biological" was deleted and replaced with "environmental."
Philip Moss and Hazel Barton recused themselves from further consideration of the motion sighting conflict of interest.
VOTE on the motion as amended:
In favor: Rest
Opposed: None
Absent: P. Moss, Barton
PASSED
Tozer moved: An open discussion is held for a period of time not to exceed 10 minutes.
Seconded by G.Moss.
VOTE:
Unanimously in favor
PASSED
The following topics were discussed:
1. Bill Steele distributed directions to the Spring Creek Restaurant for dinner and his house for the get together after the meeting.
2. Philip Moss raised the issue of providing a separate membership class for those who support the exploration, study and conservation of caves but who don’t necessarily want to go caving.
Tozer moved: The Board of Governors expresses its appreciation to the Dallas-Fort Worth Grotto, Maverick Grotto, and the Cowtown Grotto for hosting our meeting and providing excellent meeting arrangements.
Rea seconded.
VOTE:
Unanimously in favor
PASSED
P. Moss moved: The meeting is adjourned.
Lewis seconded.
VOTE:
Unanimously in favor
PASSED
President Tozer declared the meeting adjourned at 7:06 P.M.
Respectfully
submitted,
Lee Stevens
Recording Secretary
Attachment A: Audit Committee Policy
AUDIT COMMITTEE CHARTER
Purpose
The primary function of the Audit Committee (the "Committee") is to assist the Board of Governors of the National Speleological Society (the "Society") in fulfilling its oversight responsibilities relating to: (i) the integrity of the Society’s financial statements, (ii) the Society’s systems of internal control, (iii) the independence and performance of the external and internal audit functions and (iv) the Society’s compliance with legal and regulatory requirements. The Committee shall maintain free and open communication among and between the Committee, independent auditors and the Society’s management. The Committee shall take all appropriate actions to set for the Society the overall tone for quality financial reporting, sound business risk practices, and ethical behavior.
Composition & Independence
The Committee will consist of no less than three, but no more than five persons, three of which are elected members of the directorate, and none are officers of the Society. A quorum shall consist of a simple majority of Committee members.
Committee members, to the extent permissible under applicable law, must be: (i) independent of the management of the Society (including its component units and related organizations) and (ii) free of any financial or personal relationship that would impair such independence.
A majority of Committee members shall be financially literate and, if possible, at least one member shall be a financial expert. Financial literacy is defined as being able to read and understand fundamental financial statements. Financial expert means a person who has one or more of the following: (i) an understanding of generally accepted accounting principles related to not for profit organizations and the related financial statements and disclosures, (ii) experience applying such principles, (iii) experience preparing or auditing financial statements, (iv) experience with internal controls or (v) an understanding of audit committee functions.
Duties and Responsibilities
It is not the Committee’s duty to plan or conduct audits or to determine that the Society’s financial statements are complete, accurate and in accordance with generally accepted accounting principles.
The Society’s management is responsible for the preparation, presentation, and integrity of the Society’s financial statements and for the appropriateness of the accounting principles and reporting policies used by the Society.
The following duties and responsibilities, <which the Committee may modify or supplement as appropriate, > shall be the principle duties and responsibilities of the Committee regarding audit matters.
- Be directly responsible for the appointment, compensation, oversight and retention of the Society’s independent external auditor. The independent external auditor shall report directly to the Committee.
- <<If>> the Committee believes that the independent external auditor can provide tax services to the Society, such as tax compliance, tax planning and tax advice, without impairing the auditor’s independence. However, the Committee will not permit the retention of the independent external auditor in connection with a transaction recommended by the independent auditor, the purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations.
- Pre-approve all audit and non-audit services provided by the independent external auditor. The independent external auditor is specifically prohibited from performing the following services:
o Bookkeeping
o Financial information systems design, implementation or operation
o Appraisal or valuation services
o Actuarial services
o Internal audit outsourcing services
o Management functions or human resources services
o Investment banking services
o Legal services
- Provide sufficient opportunity for the independent external auditor and the internal auditor to meet privately with the Committee.
- Confer with the Society’s management and the independent external auditor to determine whether the independent external auditor is satisfied with the disclosures in and content of the Society’s financial statements, including the nature and extent of any significant changes in accounting principles. Make inquiries of the Society’s management and the independent external auditor concerning the effectiveness of the Society’s system of internal controls.
- Review with the Society’s management, the independent external auditor and their judgments about: (i) the quality and acceptability of the Society’s accounting principles, (ii) the consistency in the application of accounting policies, (iii) the reasonableness of significant judgments, (iv) the degree of aggressiveness or conservatism in applying accounting principles and (v) the clarity and completeness of the financial statements and related disclosures.
- Review and approve the annual financial statements of the Society and, if applicable, the audit report on Federal Awards as required by
OMB Circular A-133 <. > <<as amended or succeeded. >>
- Review with the Society’s management and the independent external auditor all matters required to be communicated to the Committee under generally accepted auditing standards, including communications under Statement of Auditing Standards No. 61 "Communications with Audit Committee," as amended <. > <<or succeeded. >>
- Maintain adequate policies and guidelines for receiving complaints regarding accounting controls and reports of financial fraud. Receive briefings on any financial fraud situation or whistleblower complaints from the Society’s management.
- Monitor the Society’s conflict of interest policies, principles of employee conduct and fraud policy.
Attachment B: Whistle-Blower Policy & Procedures
National Speleological Society, Inc.
WHISTLE-BLOWER POLICY & PROCEDURES
Policy and Procedures for the Receipt, Retention and Treatment of Complaints
Policy and Procedures
Complaints Regarding Accounting, Internal Accounting Controls and Auditing Matters: Any complaint regarding the Organization’s accounting, internal accounting controls or auditing matters and any anonymous submissions by Organization employees of concerns regarding questionable accounting or auditing matters shall be promptly reported to the Organization’s Chairman of the Directorate, who shall promptly thereafter provide notice to such other senior management as appropriate. The Chairman of the Directorate or one or more of such officers shall also promptly provide detailed information about the complaint to the Chairman of the Audit Committee. Unless the Chairman of the Audit Committee determines that a special meeting of the Committee is required, the Chairman of the Audit Committee or one or more of such officers shall provide information about the complaint to the Audit Committee at its next regularly scheduled meeting. The Chairman of the Directorate shall promptly initiate an investigation of the complaint and, with the advice and assistance of the Officer’s as appropriate, oversee such investigation. Following the investigation of the complaint, the Chairman of the Directorate or such other appropriate officers of the Organization shall promptly provide detailed information about the investigation to the Chairman of the Audit Committee. Unless the Chairman of the Audit Committee determines that a special meeting of the Committee is required, the Chairman of the Directorate or one or more of such officers shall provide detailed information about the investigation to the Audit Committee at its next regularly scheduled meeting.
Complaints Regarding Code of Business Conduct and Ethics: Except as provided in the preceding paragraph, any complaint of alleged violations of the Code of Ethics shall be promptly reported to the Organization’s Chairman of the Directorate or his or her designee. The Chairman of the Directorate will promptly provide information about any such complaint to such other senior management as appropriate. The Chairman of the Directorate or one or more of such officers shall also promptly provide detailed information about the complaint to the Chairman of the Audit Committee and, unless the Chairman of the Audit Committee determines that a special meeting of the Committee is required, shall provide information about the complaint to the Audit Committee at its next regularly scheduled meeting. The Chairman of the Directorate shall promptly initiate an investigation of the complaint and, with the advice and assistance of such other officers as appropriate, oversee such investigation.
Following the investigation of the complaint, the Chairman of the Directorate or such other appropriate officers of the Organization shall promptly provide detailed information about the investigation to the Chairman of the Audit Committee and, unless the Chairman of the Audit Committee determines that a special meeting of the Committee is required, shall promptly provide information about the investigation to the Audit Committee at its next regularly scheduled meeting. A summary of all complaints of violations of the Code shall be reported to the Audit Committee at least annually.
Attorney Complaints Regarding Fiduciary Obligations: Any complaint by attorneys representing the Organization of any past, current or imminent material breach of a fiduciary duty under United States law by a director, officer, employee or agent of the Organization, or similar material violation of United States law shall be promptly reported to and investigated by the Organization’s Chairman of the Directorate. The Chairman of the Directorate shall promptly provide information about any such complaint to the President and such other officers or employees, as either deems appropriate. The Chairman of the Directorate or one or more of such officers shall also promptly provide detailed information about the complaint to the Chairman of the Audit Committee and, unless the Chairman of the Audit Committee determines that a special meeting of the Committee is required, shall provide information about the complaint to the Audit Committee at its next regularly scheduled meeting. The Chairman of the Directorate shall promptly initiate the investigation of the complaint and, with the advice and assistance of such other officers as appropriate, oversee such investigation. Following the investigation of the complaint, the Chairman of the Directorate or such other appropriate officers of the Organization shall promptly provide detailed information about the investigation to the Chairman of the Audit Committee and, unless the Chairman of the Audit Committee determines that a special meeting of the Committee is required, shall provide information about the investigation to the Audit Committee at its next regularly scheduled meeting.
Documentation and Retention: The Organization shall maintain documentation of all complaints of alleged violations of the Organization’s Code of Ethics, complaints regarding the Organization’s accounting, internal accounting controls or auditing matters, any anonymous submissions by Organization employees of concerns regarding questionable accounting or auditing matters and complaints by attorneys representing the Organization of material violations of fiduciary duties ("complaints"). The documentation shall include any written submissions provided by the complaining employees or third parties, any other Organization documents identified in the complaint or by the Organization as relevant to the complaint, a summary of the date and manner in which the complaint was received by the Organization and any response by the Organization to the complaint. All such documentation shall be retained by the Organization for a minimum of five (5) years from the date of receipt of the complaint. Confidentiality will be maintained to the fullest extent practicable depending on the requirements of the investigation.
Non-Retaliation: No adverse action will be taken against any employee or other individual for making a complaint or disclosing information in good faith under this Policy.
Subj: Re: Board of Governors Meeting, spring 2007
I’m Steve Smith, current Conservation Chairman for Escabrosa Grotto in Tucson, Arizona. I have agreed to head up Escabrosa’s effort to host the NSS Spring 2007 Board Meeting. Escabrosa’s Board of Directors and membership have reviewed the information on the NSS web page concerning hosting an NSS Board
of Governor’s meeting, and with this letter we formally offer to host the spring 2007 Board meeting here in Tucson. Escabrosa last hosted the Board in February of 1984 to great acclaim, and we look forward to hosting another successful and enjoyable experience for all participants.
Our proposed date for the Board meeting is Saturday, March 17, 2007. If the climatological norms for March stay in sync, the weather should be gorgeous. Rain is rare in March, with daytime temperatures usually in the 70s.Flying into Tucson should be fairly straight forward, as most major airlines have service to Tucson International Airport, either through direct flights from major hubs, or via a short hop from Phoenix Sky Harbor. Escabrosa members will be available both Friday evening and Saturday morning to pickup
attendees at the airport, and the members will be available to escort attendees to their respective hotels or crash space at caver’s homes. There will be a Friday evening get-together at an Escabrosa member’s home.
The Board meeting will be held Saturday at Wakefield Middle School, in Tucson. I am the Band and Orchestra director at Wakefield, and I have obtained the approval of the school’s administration to host the meeting at the school. The Board and local spectators will have full access to the school’s Fine Arts hall. The Fine Arts hall offers many features, which we believe, will facilitate a successful meeting.
(a) The room does NOT have the terraced levels common to most music rooms, but has a flat floor.
(b) The Band Room is HUGE, measuring 44’ x 46’. It’s easily one and a half times the size of even most High School band rooms. I have room for an entire band/orchestra rehearsal area, with sufficient room left over for a complete classroom-sized arrangement of tables, chairs, chalkboard, et al, for lectures, quizzes, etc. In short, I have the biggest music room of all of my district’s 16 middle schools. With all music stands and equipment removed into storage rooms, the floor will easily accommodate the Board’s U-Shaped table requirement, with sufficient room left over for Chairmans for at least 70 spectators.
(c) I will be able to rob the front office area and principal’s conference room of comfortably padded Chairmans for the Board tables. I have access to literally hundreds of other non-folding and folding Chairmans as needed.
(d) The Band Room has no windows. This will facilitate any A/V presentations, as well as preclude the possibility of any Governor not staying on task and daydreaming on what the other kids are doing out on the playground. Ooops! Sorry. The teacher in me just can’t be squelched! Moving on…
(3) If breakout sessions are needed, we will have access to two additional classrooms, close at hand in the Fine Arts hall. Both classrooms are equipped with 3 x 6 foot tables and Chairmans, not the standard individual student deskettes. The rooms have the standard features of most classrooms, as in chalkboards, A/V pull-down screen, etc.
(4) If for some reason the Band room appears to be inadequate to handle the massive hoards of projected spectators, the entire meeting can be set-up in the school’s community room, a basketball court-sized room which is attached to the Fine Arts hall (as in go through a door off the hall). I recommend the Band Room because it offers a more intimate, less "boomy" environment, but if necessary the much larger community room is immediately available forty feet from the Band Room.
(5) We will have access to the "Big People" restrooms, as in the Faculty johns in the same building as the Band Room. No description of the "Little People" johns is necessary. Trust me. We will all be glad that I have the keys to the "Executive Washrooms".
(6) We will have REASONABLE access to the Internet. I have a computer in the Band Room and it does have Internet access. The only possible burp is that I naturally have to go through my school district’s server. The service available will likely be this: with ME logging on, and only doing ROUTINE Internet-type stuff, we’ll probably be OK. Example: a Governor wants to fire E-Mail to the NSS home office or to some caver in Paducah. I essentially will act as his/her proxy/scribe; i.e. I send the message through my normal E-Mail service, but with an explanation to the receiving party about why we’re doing this, and the party replies back to my E-Mail address. I then hand the reply over to the Governor. What my district Webmaster will
probably frown A LOT over is, for example, hooking my computer to the NSS’ home computer and then tie up the circuits downloading vast amounts of NSS data. I’m sure the district’s Webmaster will not be amused. So, again, some E-Mail type service, going through my log-on, can probably happen. If
push comes to shove; a Kinko’s is about 15 minutes away.
(6) There is a telephone in the Band room available for local calls. Long distance calls should not be a problem as long as the caller uses a phone card. If privacy is required, the vacant classrooms in the Fine Arts hall also have phones.
(7) There is more than ample parking available at the school. Catering for the Saturday lunch will be provided by one of the finest authentic Mexican restaurants in all of southern Arizona. It also happens to
be about 200 yards from the school (the owner’s kids and grandkids all graduated from Wakefield!) Both Mexican and non-Mexican food will be available, and the service will be available to all attendees. Exact cost for the feed at this early date is, of course, not possible, but I can assure you that it will be a fantastic feed at a very reasonable price. Serving concept will be a buffet line in the Community room, forty feet from the Band Room. The Band Room will be available for the Board’s closed session, while all others will be able to
remain in the Community room to chow-down (the Community room serves as the school’s cafeteria, so it has dozens of 3 x 6 foot tables and Chairmans). Escabrosa will, of course, host a party Saturday night for all to socialize thoroughly. The party will likely be at my house, which offers revelers a choice: indoor frivolity within the walls of my manor, or, for the more hardy, carousing outdoors on my large back patio. For those with a more philosophical bent, relaxing around an open campfire in my benched fire pit
may be the ticket. Crash space will be available, if necessary. Sunday activities will include rides to the Tucson airport for those who need it. For those who can stay a while, we also plan to offer a choice of a visit
to the world famous Arizona-Sonora Desert Museum (with the finest, most accurately constructed artificial cave anywhere on the planet), or else a tourist trip into the renowned Escabrosa-managed and protected Onyx Cave. Onyx has approximately two miles of intensely decorated passages, to include over 80 shields and countless helictites. If your work schedule allows, I would definitely plan on trying to stay through Monday.
We are confident that all your requirements can be satisfied and all will have an enjoyable and productive experience. Please don’t hesitate to contact me at (520) 749-3573 or at stevenlsmith@usa.net.
Thanks for your consideration.
Steve Smith
NSS 13758L
Conservation Chairman, Escabrosa Grotto, Inc. NSS
8900 E. Bears Path
Tucson, AZ 85749
5/22/06