EGM 2016 Minutes

INTERNATIONAL MELGES 24 CLASS ASSOCIATION WORLD COUNCIL 
EXTRAORDINARY GENERAL MEETING 2016 
Tuesday, 21st Dcember 2016 
9 pm CET
Online - Zoom 

M I N U T E S 

Present

Voting Delegates: 
Jens Wathne – Chairman & representing EST
Miles Quinton – Vice Chairman Europe & representing UK
Duncan Stamper - Vice Chairman America (North) & representing CAN
Michael Good – Executive Committee Member Europe & representing SUI, ITA and AUT  
Paul Krak Arntson – Executive Committee Member America (North) & representing USA
Kevin Nixon - Executive Committee Member ASIA/PAC & representing AUS
Marc Wain Pedersen – representing DEN
Tomas Skalen – representing SWE and FIN
Jan Schmidt – representing GER and SLO
Annette Haugsdal – representing NOR

AUS – proxy given to Kevin Nixon
AUT – proxy given to Michael Good
CAN - proxy given to Duncan Stamper
EST - proxy given to Jens Wathne
GER – proxy given to Jan Schmidt
ITA – proxy given to Michael Good
SLO – proxy given to Jan Schmidt
UK – proxy given to Miles Quinton
USA – proxy given to Paul Krak Arntson

Non-voting Delegates: 
Tomi Hakola – NCA Finland
Peter Göckel - Technical Committee Chairman
John Abel – IM24CA Championship Coordinator Western Hemisphere/Asia-Pacific
Piret Salmistu – IM24CA Administrator (minutes taker)

Agenda
1. Election of Treasurer – click here for the job description
   - George Haynie – nominated by USA and CAN  (click here for CV)
2. Incoming Motions
-
Changing existing constitution item 5 – IM24CA Executive Committee officers
- Create new constitution item 8 – MEDIA AND SPONSORSHIP COMMITTEE
3. Date and time for Annual General Meeting 2017

The Agenda of the EGM was published first on November 16 with the Agenda items above. Incoming Motions to the Agenda were submitted by the deadline on November 23.

Jens opened the meeting with a comment that some World Council members including USMCA President did not receive the announcement about the EGM timing and the following reminders from IM24CA as the correct e-mail was not used (there was president@usmelges24.com used, not the private e-mail address). Tomi corrected that it’s been the standard of the class to announce about the upcoming AGM or EGM on the official class website, which was also done this time. However, due to the fact that USMCA President did not get the notification by e-mail and he missed to issue the proxy on time,

Jens put forward the motion to give to Exec Comm Member America, Paul Krak Arntson verbally the proxy to vote on behalf of USMCA and receive the written Proxy later. Duncan Stamper seconded that motion and George Haynie confirmed to arrange Proxy from Steve Boho later as all were agree that the meeting can’t go on without having USMCA voting and neither the meeting to be postponed

The vote was called and accepted unanimously.

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Agenda point 1 – Election of treasurer

Jens gave a word to George Haynie, the nominee of Treasurer, to introduce him and asking what he would like to do for IM24CA in this position.

Introduction of the candidate George Haynie

George introduced himself saying he was buying the Melges 24 in 2006 and has been active in North American events, not internationally. In addition to the CV George is a Melges 24 class measurer in Tampa. He declared wanting to see class growing and prospering both domestically and internationally. He hopes to give some different input to the class than it’s been so far admitting that Tomi has done a very good job, but new people can bring new blood and enthusiasm to the class. George said he is willing to bring this new blood as he is retired and can commit to the class as Treasurer being served more than 20 years as an accountant and is looking forward to working with the class. 

Jens referred to the Secretary/Treasurer job description what Tomi has been put together based on tasks he has been done in his position during these years asking if George is familiar with this? George confirmed to be able to handle these tasks as he is retired and his only commitments are his Melges 24 boat and another sailboat. He is thinking to step down from the VP USMCA’s post when becoming the IM24CA Treasurer. 

Questions / answers:

SUI - Michael Good – Treasurer’s post demands also good skills on media and marketing, video and photography, social media and Content Management Systems?
George confirmed that he has been involved with many aspects of what Michael asked, especially with marketing and media. What comes to social media he said to have some experience having FB page, but not having CMS experience so far, however he finds important to bring more money to the class using social media.

Question from EST Melges 24 President Tõnu Tõniste was addressed via Piret – Tõnu Tõniste’s Lenny boat was also competing at the Miami Worlds and any boat in European events had not paid such additional expenses (launch, haul out, trailer parking, moorings etc) before like it happened in Miami. Due to the George involvement in the Worlds’ budget the European teams are concerned how the budget of the class will be managed by new Treasurer in the light of Miami Worlds.  

George said not being involved with USMCA when the decision was made to dedicate the Worlds to Miami Yacht Club, he would have never done that because of such a small organisation without any relevant experience. Seeing Miami Worlds in trouble George was jumping in helping to rescue the event creating the US Melges 24 Championships Events Inc. To help the event out, otherwise the event would have been cancelled.  He hopes that the lesson was learned from this challenge and it’s possible to organize better events. He admits that the best was done under these circumstances where the entry fee was not sufficient to cover all the expenses and for example commercial dockage of the Island Gardens Marina was necessary to use instead of MYC. At the same time I was volunteering the entire week of the Worlds being there to help and make this organisation as smooth as possible. 

Duncan Stamper – George was brought along to the event organisation to rescue the event and money flow together with Randy Draftz and Steve Boho and he was managing well in this situation where they found event to be. 

Jens Wathne – The question what has been in mind since the last budget meeting on the Worlds more than month ago where you mentioned that USMCA would be better off not being a part of IM24CA. What’s behind this statement?

George Haynie - There’s some frustration among USMCA members towards IM24CA, as they do not see any value contributing to IM24CA, but I’m ready to build the bridge between these two organisations having more information to share working directly for the class. There are also members very much supporting IM24CA and I’m sure we are able to handle this. We are together in this and this is sailing, which is a beautiful thing.

Krak Arntson brought some clarity to the two last topics covered saying that there are different organisations involved with the event, but usually the people refer to “the class” without clarifying are they talking about the USMCA or IM24CA. The sole licence holder of the Worlds is IM24CA and the contract to organize the event has been signed by IM24CA and the hosting club.
Whereas the Association is responsible for the organisation of the International and Continental Championships of the International Melges 24, there are designated Organising Authorities to run the Championships in accordance with ISAF rules and its own Regulations and, USMCA has expressed its wish to have the World Championships organised in US in 2016, and IM24CA has officially designated US as hosting of the Worlds and, after the bidding process US class had five candidates from US to host the Worlds, but a popular vote of members was in favour of Miami. The appointed Regatta Chair by USMCA, Petey Crawford was the one to get this event contract signed between IM24CA and Miami Yacht Club, stating them as the official contractors and licensees. This way USMCA is not part of the event contract and had no financial government in this championship or over the MYC or how the regatta chair governed themselves but SMCA took the responsibility seeing where the event was. The people of US class and outside of it formed the company to rescue the Worlds and were taking the responsibility in financial terms. USMCA itself could not take this financial responsibility, but those people, including George Haynie took this risk to save the event from the mismanagement of the licence sore MYC. However, the event contract itself was not resent to the new company to take over the license of the event, but the event was well rescued lacking the social part, but was well executed on the water instead of being cancelled, which was almost to happen. George Haynie was a part of this rescue team and has nothing to do with the mismanagement of the event in the beginning of the process. Krak was concluding that it’s important everybody to understand these four different financial parts behind the event and saying that George is very honourable and was very much helping to pull off the event instead of letting to cancel it.

Jens was thanking Krak for clarification on the Worlds because it’s important to understand the background for NCA’s and everybody involved.

DEN - Marc Wain Pedersen – Is it you personally wanting to do better job in IM24CA and to create better relationship with IMCA or US class who wants to have more power in IM24CA?
George Haynie – I think that USMCA does not necessarily understand all what’s going on in IM24CA, and I have something to offer here giving more information to US class being part of IM24CA and better connection to IM24CA, now there’s lack of understanding and information about IM24CA within USMCA. USMCA has two representatives in IM24CA, but more people involved would definitely help to build that bridge between these two organisations.

Jens was thanking George for the introduction and joining the meeting and was moving forward from there with the procedure of elections. George was leaving the meeting having US class represented by Krak Arntson and will be invited to join the next meeting as soon he will be elected as treasurer.

Coming back to AGM Jens reminded that because the Treasurer elections were not held at the Annual General Meeting in Munich on November 5th, World Council decided to call for Extraordinary General Meeting. Treasurer’s post was left open due to the need of clarification of the Constitution. Jens confirmed that we had one and only valid nominee of USMCA and Tomi Hakola’s continuing was not possible by the IM24CA constitution, but the proxies given did not foresee this situation at the AGM and therefore the EGM was called to solve this situation.

Procedure of the voting at the EGM according to the IM24CA constitution (13.4) is the same as at the AGM. How to vote having only one nominee when IM24CA constitution does not state it clearly if it’s different from the procedure where having more than one nominee, Jens was seeking advice from ISAF and from the legal councillor, how’s the voting procedure in this situation.  Advice he was given from ISAF and legal representative was that the present member (itself or via proxy) of World Council can vote YES/NO/ABTAIN and the elected Treasurer has to be a winner of the popular vote.

Krak Arntson was asking if there has been a similar case in IM24CA before having the voting options yes/no/abstain when only one candidate have been presented? Jens said that idea when updating the IM24CA constitution lately was to bring it up to speed with current and up to date regulations and constitution is the base of our procedures.

Duncan Stamper was referring Robert's Rules Article about Nominations and Elections where the only candidate can’t be voted Yes or No. Duncan was asking if we follow Robert’s rules when conducting any of IM24CA meetings? Jens was asking whether this wording should be added to IM24CA constitution? Krak mentioned that Robert’s Rules of Orders are typically referred to as a legal precedent therefore the previous procedures of the IM24CA would be here to refer talking about that. In this situation the World Council was told there’s no vote on the nominee.

Jens said having troubles reading this kind of procedure out of the IM24CA constitution and 5.3 and 5.4 are regulating the election of officers, stating that the election will involve a democratic process that delivers candidates through a popular vote of the NCA members being represented. Jens said that during these eight years he has been involved with the class in World Council, there’s been always voting procedure also when there’s been only one nominee and it’s never given to her or him automatically this position. Tomi Hakola was rewinding back to 2002 confirming that there’s always been a yes/no/abstain vote on single nominee. Duncan and Krak were referring to Robert’s Rules of Order being used to solve legal precedents and having the situation of single candidate as the only nominee.

Jens explained that IM24CA has had a vote on single nominee and there’s been no awareness of Robert’s Rules which seems to be very common in North America. Krak mentioned that in this process voting won’t be conducted but in the process of election the only candidate will be confirmed as unopposed nominee.

Kevin Nixon was repeating the same thing what Krak and Duncan were saying and being done a research on the same issue all people being consulted were saying the same.

Jens Wathne – Shall we amend the Constitution to be clear on this adding the wording about the common practice? Duncan said it definitely would not hurt to add some language on such case to the Constitution taking away these gray areas we are just discovering. Jens agreed that such language would help in the future elections to put forward more candidates from different NCA’s and the Exec Comm and World Council can make sure that the candidate is valid.

Krak Arntson – Facing different cultures, cultural differences and politics and different legal habits in the countries within IM24CA, would be good to clarify this process for IM24CA making the constitution more clear with certain wording for everybody in the future.

Jens asked more comments from the participants before moving forward.
Michael Good – IM24CA Constitution is kind of superior rules for us and for me reading item 5.4. is very clear how we should proceed following democratic process and having a popular vote by voting yes/no/abstain. To be honest I have never heard about Robert Rules and this is completely unknown for me and it would be important to stick to 5.4 in this case.
GER – Jan Schmidt – I am completely agree with Michael Good, otherwise it’s not a vote for me.
DEN – Marc Wain Pedersen - In Denmark we do as in Germany and Switzerland. I can see the clarification of Duncan and Krak but why we just can’t vote and see what happens?
SWE – Tomas Skalen - For me it’s clear that it has to be possible to vote no for the candidate. There must be a vote yes, nor or no vote at all. You can’t be elected just being presented, for me it’s impossible.
Krak explained the common habit in America when the nomination process produces only one nominee, it means there’s no competition for that role. It means it is an uncontested candidate.

Jens said that facing this situation he wished it would have been stated clearly in the constitution to make sure how to proceed. He sees a clear split in this call and both sides are speaking clearly what they expect from this situation. The same as it’s now was unclear to him when being asked the question about the chance one nominee to fail at the elections, for advice from World Sailing and legal representative and given advice was to go for a vote. As vacancy is not an option for IM24CA, Jens was also asking from World Sailing and legal representative in case the voting will fail for that only valid nominee, how to proceed then, and the option is to go back to Constitution item 5.3 where World Council can extend the term of the Treasurer by majority vote. Also item 5.10 is referring to that possible situation for EGM.
Krak referred to the election procedure in the US where having single candidate you can only vote “for” or abstain, but not vote “against” this candidate. In US President elections even having two candidates you could not vote against, but had to either vote for or abstain.

Jens proposed for the future to avoid long meeting with unclear procedure to add the clear wording on that single candidate matter in to IM24CA constitution.  Also – IM24CA does not need a vacancy in this post having fragile enough economy not to be taken care of properly. Cultural differences and the differences of the systems put the stamp on the situation and it’s hard to proceed without having a clear wording on single nominee in IM24CA constitution to make it clear to everybody.

GER – Jan Schmidt – I rewind to the past AGM’s taking Tomi Hakola as an example. There’s been several times a single candidate for that post and there’s always been a yes/no/abstain vote.
Piret made a research back to some previous AGM vote trackings available and made sure there’s been a voting process on single candidate allowing yes/no/abstain.
Miles Quinton – In parliamentary system in UK there’s a Yes/No vote, but you can always also abstain.
Krak admitted hearing the references to the past elections having yes/no votes for a single nominee, to follow the class habits and procedures here.

Based on these research results from the past and memories of the World Council participants Jens put forward the motion to proceed with vote on whether to have YES/NO /Abstain voting on one nominee or not, Jan Schmidt seconded that.

A vote was called and the result of the votes was: 60 vs 6 for yes/no respectively.

This was allowing proceed with the elections of the Treasurer.

Election of Treasurer – candidate George Haynie

A vote was called and the result of the votes was: 28 yes / 34 no / 4 abstain.

As the elections failed for single nominee, the advice of World Sailing was taken and Jens put forward the motion to go back to Constitution item 5.3 where World Council can extend the term of the Treasurer by majority vote. Michael Good seconded that motion and Marc Wain Pedersen thirds.

A vote was called and the result of the votes was: 38 vs 28 for yes/no respectively.

It was decided by a majority to extend the term of the Treasurer.

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Agenda point 2 - Incoming Motions 

- Changing existing constitution item 5 – to expand item 5.1 to create a position for Chairman of media and sponsorship and to add a new item 5.1 j) Chairman of Media and Sponsorship Committee.
- Create new constitution item 8 – Media and Sponsorship Committee

Jens started the discussion on Chairman’s proposal/motion to create a new position in the Executive Committee – Chairman of the Media and Sponsorship introducing the idea behind.

Importance of media within sailing has increased rapidly and the need for a structure within IM24CA. According to the motion this committee must have the focus presenting excellent media for the class on an international level. It shall provide a stable structure to work on a long-term scale in these important matters. Sponsorship work requires knowledge of the sport and economic structures around it. Consistent work over time will prove vital to provide results.

The second motion made was to create a Media and sponsorship committee.

The position of chairman of this committee is and will serve as an elected executive officer with voting rights in the executive group. The Media and Sponsorship Committee Chairman, with the approval of the Executive Committee, shall appoint a committee of not less than three (3) and not more than five (5) people who have the knowledge and to serve on the committee. The chair shall be elected for his skills in fulfilling the position. The members of the Committee shall be actively involved in the class, but need not to be boat owner. They may be employed within the Marine trade.

The function of the Media and sponsorship Committee is:
a) To have responsibility for media and sponsorship relations for IM24CA.
b) To formulate and implement a media plan in conjunction with the annual budget for the international class on a yearly basis.
c) To work for long-term relations with possible sponsors of the class and may assist in the work of securing sponsorship to continental and intercontinental championships. d) To present work done in existing year and plans for the coming year at each AGM.

If the World Council finds this to be a good idea and votes for having such committee, the next step could be to find the chairman for that committee.

Reason for having the committee chair elected by the AGM is to ensure that the position is held by a person because of the skills and with reference to our members. Reasons for having voting ability within the Executive Committee would put weight on decisions effecting both on income and expenditure sides of the budget. The importance of such a committee has to long been left to the random treatment and should no longer be ignored. To renew the class and keep the class in the international media we need a more systematic approach to the subject.

Comments on the motions: 
It was commonly agreed that to create more money through the sponsorship to have a better media budget for the class would be necessary and great.

Krak Arntson said that there’s a question about the responsibilities and voluntary based job. It’s a very good to have a committee to contribute to this issue. But to have one dedicated person, permanent executive to do that, puts a big burden on this particular person.  The question is about his liabilities to the organisation etc. The voluntary based job might not bring the wishful result to the class, at the same time the class can’t afford such talented person in sponsorship area for a salary. Therefore in our case a special committee might bring a better result rather than a dedicated person in the Executive Committee.

Miles Quinton – For this position is crucial for the candidate to show a qualified background. Such committee is a good idea. Any approach to create sponsorship should come back to the Exec Comm to decide whether these are the commitments we can make. All in all it’s a good idea but we just need to think through constitutively how it would work.

Jens was glad to hear the positive feedback on the ideas and admitted to create a better wording and arrangements for that main goal – to have a better media options through the sponsorship money for the class. The idea is to put forward the better wording for the 2017 AGM, but at the same time there’s nothing what prevents starting working as a team for that goal anyway.

Duncan Stamper – It should not be a elected position with voting rights and we also we can form a committee under Constitution 6.7 or appoint a specific person for a limited time to do a specific task for the class and we do not need to wait with these activities until the next AGM. Also we have Piret as a paid full time staff being the media coordinator – so for the media portion I did not see the necessity and the main focus for this committee should be sponsorship for the class.

Jens was taking the comments and withdrew both its motions for the future actions to be made. Looking also at Constitution point 6.7 and having in mind splitting Media and Sponsorship for this future team, he will work on it with the other Exec Comm members to put motion forward at the AGM 2017. 

Miles Quinton – For the long term sponsorship we need to activate all of our membership doing so and we can form that team anyhow. Then we can start to work to understand the potential for the sponsor and build the professional relationship with the future sponsorship. Being in this particular time of the year for the sponsorship decisions better times are in general in the fall. Bearing this in mind and working with this committee through the upcoming year we can present the tools at the AGM 2017. Related to opportunities what class has to offer for the sponsor we also need to understand that there are obligations to be meet when making a sponsorship commitment.

Jens mentioned that there are few experienced and skilled people he has challenged to be part of this committee – Michael Schineis, a former VP Europe, Global Commercial Director of Atomic and some others. We need some proposals on people who are willing and able to commit to this job.

To follow up from this meeting:
Duncan/Krak will help with the wording on the sole-candidate-elections-topic to the IM24CA constitution after the holidays.

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Agenda point 3 - Date and time for Annual General Meeting 2017

Jens proposed to have AGM 2017 the first weekend of November – AGM on Saturday 4th and Technical Committee on Friday 3rd , Michael Good seconded.

The proposal was made to have it in a Central Europe location. Tomi as the organiser of the past AGM’s proposed Copenhagen, London or Frankfurt for the easy flight connections both for the European members and those overseas in case to fly in. Miles was generously offering the facilities in Royal Ocean Racing Club, London to host the meetings there, which should be at no cost for the class. Jens said that cost saving is always good thing to do for the class and found London a very good location for the AGM. Miles promised to check the availability of the premises in RORC coming back to Class Administrator with this topic.

Chairman Jens Wathne was thanking everybody in this call and for working with us the whole evening, wishing them a peaceful Holiday Season, Merry Christmas and a wonderful New Year!

Piret will provide the group and the class with the Minutes of the meeting shortly.

Happy Melges Christmas from Germany and Happy Holidays from the US!

 

The meeting lasted 3 hrs and 15 minutes.