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May 2013 Board Meeting

 

The Rib Mountain Repeater Association

Minutes of the Meeting of the Board of Directors

Sunday, 19 May 2013

 

Prehn Dental Office 2nd Floor Meeting Room, Wausau

 

Board members/Officers present:

  • Rich Maier KC9NW
  • Tony Hermanek K9QM
  • Paul Nelles K9DB
  • Dave Peters KC9LFG

 

Others present:

  • Dan Sharpee KB9RXA

The meeting was called to order at 18:09 CDT by President KC9NW. 

 

Secretary’s Report: K9DB

  • Minutes of the last meeting of 17 April 2013 were dispensed with as the minutes were not available.

 

Treasurer’s Report: K9PT

  • Cash on hand is $322.06
  • $10 is due for non-stock corporation registration with the State of Wisconsin.
  • Post Office Box payment of $32 for 6 months or $64 for 12 months is due.

 

New Business:

 

Post Office Box:

  • K9PT suggested that the Post Office Box be dropped, saving $64 per year.
  • It was decided by consensus that the box be renewed for six months and the issue revisited at the annual meeting in November.

 

Liability Insurance:

  • K9PT suggested that the liability insurance policy be dropped, saving the club $268 per year.
  • K9DB reported that he had contacted Kevin Wolf, a Wausau attorney, for his opinion on the necessity of liability insurance for a non-profit club…

 

Question posed to Attorney Kevin Wolf:
   About half of the Rib Mountain Repeater Association's annual budget is spent on liability insurance. This is primarily intended to protect us against one of our antennas falling off a tower and damaging someone else's equipment or person, or a fire. It has been suggested that we drop this coverage for budgetary reasons.
   My question to you is: “In Wisconsin, is the extent of a corporation's liability limited to the assets of the corporation, or could the officers and members be held personally liable?” 
   The RMRA is non-profit and a 401(c)3 organization.

 

 

Wolf’s reply:

   Paul, the general rule is that the liabilities of a corporation are limited to the corporate assets – that’s why people incorporate.  However, when an injury happens, if there is not money in the corporation or if the corporation does not have liability insurance, then the injured party is likely to try to fashion some reason to get at the owners, officers and/or directors of a corporation personally.  For instance, was the corporation not properly capitalized or did it not follow corporate formalities? Or, an injured party may try to say that the actions taken by the individual officers, directors and/or owners were done in a negligent manner or somehow violated some law or regulation related to the accident that occurred. 

   Does the organization have employees?  If so, there are claims that can be made against the individual officers, directors and/or owners related to employment discrimination claims. 

   I personally would not be on a board that doesn’t provide D&O insurance, at a very minimum, and I wouldn’t want to risk being on a board that doesn’t have CGL Insurance.  When there is insurance, the likelihood that an injured party is going to go after assets of individual officers, directors and/or owners is much reduced.  It sometimes happens, but, a lot less often.

 

  • It was decided by consensus that since the liability policy is paid through the end of the fiscal year, it be kept in place until the annual meeting in November, and the issue revisited then.

 

Website:

  • KC9IFG reported that he has selected and purchased a theme for the website. He is still in need of material such as minutes and photographs and other images.

 

 Rib Mountain Systems:

146.22/.82 Repeater:

  • The new transmitter power output has been dropping after about 20 minutes of continuous use. This transmitter is not currently on the air. Another transmitter will be sought.
  • No other outstanding technical issues or changes.

 

449.3/444.3 Repeater:

  • No outstanding technical issues or changes.

 

D-STAR:

  • No outstanding technical issues or changes.

 

New Controller:

  • No outstanding technical issues

 

Brighton Repeater:

  • KC9LFG reported that he has monitored traffic on the machine, indicating an increase in usage.
  • No outstanding technical issues or changes.

 

Coloma Repeater

  • No outstanding technical issues or changes.

 

Old Business:

 

Welcome Letter

  • KC9NW is working on the wording

 

Revised Membership Card

  • K9DB is working on a new design.

 

“Telemetry” Newsletter

  • K9DB reported that the March edition of Telemetry did not occur. He is working on a summer edition.  He asked for articles and material from the board members.

 

 

Board Member Round Table:

Nothing

 

Meeting adjourned 19:20 CDT.

 

Respectfully Submitted,

 

 

 

Paul Nelles K9DB

Secretary