Pampa article 13

Since a lot of mud has been thrown around about the president and some of the trustees I have read the articles of Pampa over several times. Article 13 state that Pampa will cover the cost of a legal help if needed for one of it's officers.Does PAMPA have a insurance policy in place to cover this? It would not be able to do so from it's general fund.Yet it states it will cover each officer past and present.
Article XIII – Indemnification:
Every person who is, will be or has been a Trustee or Officer of the Corporationand his personal representatives shall be indemnified by the Corporation against all costs and expenses reasonable incurred by or imposed upon him in connection with or arising in whole or in part from any action, suit or proceeding to which he may be made a party by reason of his being a past, present or prospective Trustee or officer of the Corporation or any subsidiary, affiliate, committee or other subpart thereof, except in relation to such matters as he shall be finally adjudicated in such action, suit or proceeding to have acted in bad faith, and to have been liable by reason of willful misconduct in the performance of duty on behalf of the corporation. Costs and expenses as used herein shall include, but not be limited to, attorney’s fees, expert witness fees and other attendant expenses of litigation or arbitration, damages awarded or amounts paid in settlement.

Hi Ed,
Can't give a definitive answer, but I sure HOPE
that PAMPA has an insurance policy to cover that! You are correct, the PAMPA reports show that while there is a good balance of money, it wouldn't even come close to what could be involved.
Bill <><

I think there is a particular kind of policy, perhaps not very expensive, which covers organization officers in conjunction with their duties.

Hey, just ask Brett!

According to him, the whole concept of tightening up PAMPA business practices is completely unnecessary and even "unacceptable" in certain cases.

Any suggestion of bringing our bylaws and business procedures up to the level of the average dog owners club is met with derision, and suspicions that the secretary/treasurer or another dedicated PAMPA volunteer is somehow being personally attacked. Or, that we are needlessly concerned about the status of PAMPA as a non-profit.

In addition, there is some nefarious plot underway to try to change PAMPA's entire stated purpose!

Fugedabodit! Not to worry. It ain't busted, don't fix it!

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"Having listened to people for a long time, I believe many of us should be thankful not to be shot." -Leston Havens

>Hey, just ask Brett!
>
>According to him, the whole concept of tightening up PAMPA
>business practices is completely unnecessary and even
>"unacceptable" in certain cases.

OK, enough. You don't have a clue what you are talking about. PAMPA's business practices are not only "tight" they are REMARKABLY smooth-running and would be envied by any business of any type or size. They are A MODEL of efficiency. And the much-abused secretary-treasurer is close to SOLELY responsible. It was, frankly, a HUGE MESS before she came along and cleaned it up.

NOTHING in either draft of the proposals adds, in my opinion, any value in terms of business operations. Nor have you or anyone else provided an example of what you think the problem with the current plan might be.

So, here's your big chance. Prove us all wrong.

Larry Cunnigham believes that the following bylaw is negatively impacting business operations and should be
changed:___________________________

<< you fill in the blank >>>

Some of the provisions in the drafts are, in my opinion, unacceptable in the sense that they both remove control of the organization from the trustees, and vest it in the president. This includes having the president have to cosign every check. This is not in the interest of making operations more efficient, it in fact makes operations LESS efficient.
NOT because I don't think it's a good idea to ensure that we run things efficiently, but because I don't think the proposal do anything to improve the process.

>Any suggestion of bringing our bylaws and business
>procedures up to the level of the average dog owners club is
>met with derision, and suspicions that the
>secretary/treasurer or another dedicated PAMPA volunteer is
>somehow being personally attacked. Or, that we are
>needlessly concerned about the status of PAMPA as a
>non-profit.
>

I'm not concerned because there is nothing I am aware of that impacts our position as a not-for-profit organization. Either with or without changes to the bylaws.

>In addition, there is some nefarious plot underway to try to
>change PAMPA's entire stated purpose!

Listen, I don't know what your problem is, but here is the first draft of the proposed bylaws change, straight from the original draft:

Article I - Name and Purpose:
The name of the corporation shall be the Precision Aerobatics Model Pilots' Association, Inc.
The corporation shall be abbreviated hereinafter as PAMPA. The Purpose of the corporation shall be to promote and improve the sport of Control Line building and flying, and to promote and improve the Control Line Precision Aerobatics event.

(The change to Article I is including the phrase "to promote and improve the sport of
Control Line building and flying" in recognition of the reality that the majority of P AMP A members are control-line enthusiasts who do not participate in Control Line Precision Aerobatics.)

That's not some rumored "nefarious plot". It's BLACK AND WHITE fact, straight from John Brodak's desk. Note also that it matches the changed to the FM ad copy that changed in January. Would you like to alter your comment now?

I fairness I note that this provision has been removed in the second draft.

I'll debate the issues until the cows come home, and I strongly ecourage everyone else to do the same. But I'll be d*mned if I'll sit by quietly and be "interpreted" without comment.

Your misrepresentation of my comments is the sort of back-biting, partisan nonsense that has diverted this debate away from the issues, and into divisive and bitter hostility. I am ASTONISHED that you take this tack.

If I sound angry and disappointed right now, that WOULD be a proper characterization.

Brett,

Once again, I fail to see how suggesting PAMPA have explicit procedures and bylaws is somehow attacking our secretary/treasurer! I don't think anyone has ever had anything but high praise for Shareen's work for PAMPA. I've never seen otherwise, and certainly have never suggested it myself.

Now, you readily admit that a large part of why PAMPA business is running smoothly is due to the efforts of one individual. What about the NEXT individual PAMPA has doing this job? Shareen may not always be in that office. Tell me, what would be wrong with calling out those procedures?

Perhaps PAMPA has these procedures formally defined somewhere besides the (published) bylaws? For example, is it written somewhere precisely who has signature authority for checks? Is there a backup person, if so, who is it? At what dollar amount is additional approval or signature required to write a PAMPA check? How are non-routine expenditures (say, the PAMPA secretary/treasurer or publisher/editor suddenly needs computer equipment to continue) approved? What is the maximum amount for held cash or checking account, and what is done with the additional monies - are they maintained in some particular savings or escrow account? What is the largest check that can be written by the secretary/treasurer without additonal approval? Who grants the additional approval?

And, corporate liability insurance issues, just mentioned. Who is responsible for seeing that PAMPA has such? It's wonderful that we've never had a problem, do you believe we can count on it to continue this way? (I'm *surprised* you didn't have another one of your snappy answers on this very important issue.)

These are the sort of things that are called out in non-profit organization's bylaws or other charter documents. Further, each board member (or EC member?) is normally provided a copy of the complete set of policies and procedures when they assume duty. Further still, the P&Ps are generally wide open to access and regular members have some reasonable access to them.

So, do additional policy/procedure documents exist for PAMPA? If so, how are they accessed? I don't see them in the 2004 Reference Manual - granted, previous years have had a lot more in the RM, but I don't remember seeing any reference to P&P beyond the published bylaws.

Correct me if I'm wrong, but doesn't PAMPA have up to $50K or so in the treasury at times? Funny, my little local model airplane club, with ~25 active members, also a non-profit, has never had but a few thousand bucks, but WE have a charter and the P&Ps more specifically called out. But PAMPA doesn't need such?

"(The change to Article I is including the phrase "to promote and improve the sport of Control Line building and flying" in recognition of the reality that the majority of PAMPA members are control-line enthusiasts who do not participate in Control Line Precision Aerobatics.)

That's not some rumored "nefarious plot". It's BLACK AND WHITE fact, straight from John Brodak's desk. Note also that it matches the changed to the FM ad copy that changed in January. Would you like to alter your comment now?

I fairness I note that this provision has been removed in the second draft."

In fairness, Brett, if you're conceding that it is NOT some "nefarious plot", then we are at last in agreement. As for such an attempted amendment to Article I, should it ever appear, I personally would be firmly against it, and would vote against it accordingly. (Not that my personal views about this issue have ANY relevance.)

I don't believe the general membership would pass such an amendment, certainly not by a 2/3 majority. But I wouldn't be the least bit fearful of everyone voting on it. And I would accept the results of the voting.

Now, Brett, YOU are angry and disappointed? Join the club. I've been angry and disappointed with all this public bickering, whining, bitching, and petty crap for some time. You don't like being "interpreted"? I have news for you - no one else cares for it either. Every time you haul out that tired old argument that people are disrespecting our secretary/treasurer, you're doing precisely that.

Oh, yeah. Here, on the convenient form you provided:

Larry Cunnigham believes that the following bylaw is negatively impacting business operations and should be changed:

I would like to see an amendment to our bylaws to allow us to subscribe to Stunt News without being a member of PAMPA.

Randy Powell had a good solution, he said he would simply drop out of PAMPA if it stopped being a CLPA organization. My own solution is similar, except that I'd like to drop out right now and still receive my Stunt News..

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"It was a day like this Marco Polo left for China. What are your plans for today?" -Loesje

I snipped the items Larry mentiones as policy and procedures. NONE of these, nor anything resembling them, are in either the current bylaws NOR in the proposed new bylaws (either draft). Therefore any point about them in regards to the current proposals IS MOOT. The changes proposed have NOTHING to do with this sort of detail and do not address his concerns.

I'll check on the current status of this type of information.

I might also add that in no way did I suggest Larry was bashing Shareen personally, so I feel no defense of my statements on that topic is necessary.

>"(The change to Article I is including the phrase "to
>promote and improve the sport of Control Line building and
>flying" in recognition of the reality that the majority of
>PAMPA members are control-line enthusiasts who do not
>participate in Control Line Precision Aerobatics.)
>
>That's not some rumored "nefarious plot". It's BLACK AND
>WHITE fact, straight from John Brodak's desk. Note also that
>it matches the changed to the FM ad copy that changed in
>January. Would you like to alter your comment now?
>
>I fairness I note that this provision has been removed in
>the second draft."
>
>In fairness, Brett, if you're conceding that it is NOT some
>"nefarious plot", then we are at last in agreement. As for
>such an attempted amendment to Article I, should it ever
>appear, I personally would be firmly against it, and would
>vote against it accordingly.

WHO THE H*LL EVER SAID IT WAS A NEFARIOUS PLOT? Oh, yeah, it was *you*. Characterizing my (or anyone else's position) that way serves only to lead to division and hostility. I definitely DO NOT appreciate the inference.

I never said any such thing nor will I. John has had an intent from the start (campaign letter) along these lines and all his subsequent actions are consistent with this. He makes no bones about it. And no one ever said he didn't have a right to propose this, and if he thinks it's a good idea, that's what he should do. I think it's a terrible idea and is to be opposed in any fair and legitimate way open to me. But there's no doubt that anyone has a right to propose anything they want to.

What many of us DID take great exception to was the fact that it was not discussed in any meaningful way before showing up claimed as a done deal in SN - when in fact it hadn't even gotten through the first draft. And also the inescapable inferrence that this was going straight to the membership for direct vote very soon. These are items that ARE NOT acceptable and NOT in accordance with either the bylaws or common courtesy to the rest of us.

It's needless to say that ALL of the current argument on this topic would not have occurred if it hadn't been publicized as a fait accompli before it was even written down. This has been acknowledged as a mistake and as near as I can tell the EC is done with that aspect of the issue. I have assurances that this will not recur. That's good enough for me. Issue closed, as far as I am concerned.

But I will not apologize for expressing my concern on the topic. I have been very careful to take the high road on this controversy, and I DO NOT appreciate suggestions to the contrary. Had it been in private, so much the better, but that was not one of the options.

> (Not that my personal views
>about this issue have ANY relevance.)

As of January, your opinion and mine have equal weight. One vote.

>I don't believe the general membership would pass such an
>amendment, certainly not by a 2/3 majority. But I wouldn't
>be the least bit fearful of everyone voting on it. And I
>would accept the results of the voting.

I'm not too worried about it either - as long as it's a referendum on the issues. I AM concerned that in their zeal to get their way, some of John's supporters (and for that matter, opponents) are turning it into a vote on what they think of various people personally. Witness the "elitist vs Sport Flier" and East Coast/West Coast "aspects of the arguments. This is not a valid way to decide the issue - it's a cynical tactic to engage people in an "us VS. them" contest that deflects attention from the real issues involved. John hasn't said anything like this, either (public or private) but some of his supporters have and continue to.

>Now, Brett, YOU are angry and disappointed? Join the club.
>I've been angry and disappointed with all this public
>bickering, whining, bitching, and petty crap for some time.
>You don't like being "interpreted"? I have news for you - no
>one else cares for it either. Every time you haul out that
>tired old argument that people are disrespecting our
>secretary/treasurer, you're doing precisely that.

I never accused you of any such thing. It is going on, full-force, but I haven't seen you do it.

>Oh, yeah. Here, on the convenient form you provided:
>
> Larry Cunnigham believes that the following bylaw is
>negatively impacting business operations and should be
>changed:
>
>I would like to see an amendment to our bylaws to allow
>us to subscribe to Stunt News without being a member of
>PAMPA.
>

That's not a bylaw, nor would it require a change to the bylaws to implement. Nor does it have anything to do with our current business operations. If it has an impact, it will negatively effect the business operations by adding a tiny amout of overhead.

I can take it to the EC as a suggestion if you would like. But I would suggest instead getting in contact with either Don Hutchinson or Steve Moon.

>Randy Powell had a good solution, he said he would simply
>drop out of PAMPA if it stopped being a CLPA organization.
>My own solution is similar, except that I'd like to drop out
>right now and still receive my Stunt News..

What does this accomplish? I'm not saying you shouldn't, but I don't see how it provides you (or anyone else) an advantage. I'm not trying to be a wise-guy, I really don't see it. It wouldn't be significantly, if any, cheaper (since the VAST majority of the cost of membership goes to the printing and distribution of the magazine). and you would lose your input to the running of the thing. It just seems like a takeaway. $50 and you get to be a full member, $49.75 and you just get the mag? It might also slightly complicate the administration, but probably not excessively so.

And I might also ask again, since we're talking about it - what did you mean with regards to protecting the "not-for-profit" status? I STILL know of no issues regarding this, and the bylaws were drawn up for the incorporation of the organization with oversight from our lawyer (Tom Hampshire). I beleive that everyone thinks there is no issue, so I am very curious if you have a specific thing in mind.

OK, Brett, maybe I am being too hard on you. If you're not really Chicken Little, I'm sorry for inferring it.

I admit that I'm absolutely SICK of this whole affair, and after 17 years as a PAMPA member, I no longer feel like it is particularly worthwhile except for receiving Stunt News.

I'm not looking for any discount, I don't mind paying what I currently pay. I've simply lost my taste for being a member or promoting the organization, and would like to have my name and data removed from the PAMPA database. (I'll even pay a little more, like we do for a "do not publish" telephone number.)

What would it accomplish? Perhaps it would make a specific statement of how I feel PAMPA is being torn apart by this current silliness. It would provide me an official way to wash my hands of PAMPA.

As for not needing a bylaw amendment to do this, I'm told by at least two people that our secretary/treasure said it wasn't permitted - you're either a paid member receiving Stunt News or not.

I'll inquire with my District VIII Dictator - and let SSWF know what transpires.

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"It JUST DOESN'T MATTER!" -Bill Murray

>OK, Brett, maybe I am being too hard on you. If you're not
>really Chicken Little, I'm sorry for inferring it.

Larry, I spent 90% of my column space in the last year and a half trying to talk people out of panicking and chucking PAMPA. I STILL am trying to talk them out of it - read my posts and you decide for yourself.

But there is cause for concern, and I'm not going to just say, "well, whatever" over fundamental changes to something that has been built to what I and many others believe to be near-perfection over the course of 30 years. I don't see a lot of people complaining about it in my area.

This event has provided me with many years of enjoyment, and I owe it to the event to make sure that we follow the rules, and that the people who elected me have their voices heard. If that's insufficient, then I'll move on the follow-on organization, if any. Or. like you suggest, pitch the whole thing, and fly free-flight. But until that happens I am going to keep trying.

>I admit that I'm absolutely SICK of this whole affair, and
>after 17 years as a PAMPA member, I no longer feel like it
>is particularly worthwhile except for receiving Stunt News.
>
>I'm not looking for any discount, I don't mind paying what I
>currently pay. I've simply lost my taste for being a member
>or promoting the organization, and would like to have my
>name and data removed from the PAMPA database. (I'll even
>pay a little more, like we do for a "do not publish"
>telephone number.)
>
>What would it accomplish? Perhaps it would make a specific
>statement of how I feel PAMPA is being torn apart by this
>current silliness. It would provide me an official way to
>wash my hands of PAMPA.

I think that would be unfortunate, and an overreaction. PAMPA politics is not life, and just because it's not a bed of roses right now doesn't mean there is anything consequentially flawed about it. Up to you, of course.

You could just ignore it, of course, like most people.

>As for not needing a bylaw amendment to do this, I'm told by
>at least two people that our secretary/treasure said it
>wasn't permitted - you're either a paid member receiving
>Stunt News or not.
>

It would take a change. But the bylaws aren't there to specify things to that level of detail - either as currently formed, or as proposed. Without getting into the details of the differences, they of essentially identical *scope*.

>
>I would like to see an amendment to our bylaws to allow
>us to subscribe to Stunt News without being a member of
>PAMPA.
>
>Randy Powell had a good solution, he said he would simply
>drop out of PAMPA if it stopped being a CLPA organization.
>My own solution is similar, except that I'd like to drop out
>right now and still receive my Stunt News..
>
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>

Yes! I was told last year I should be able to do this by Len.
Called Shareen to set it up and was told I could not pay for SN without being listed as a member of PAMPA. I chose to give up SN rather than be a member of PAMPA.
Hope that your bylaw is added some time soon I miss the photos and J. Ashfords column.

>Since a lot of mud has been thrown around about the
>president and some of the trustees I have read the articles
>of Pampa over several times. Article 13 state that Pampa
>will cover the cost of a legal help if needed for one of
>it's officers.Does PAMPA have a insurance policy in place to
>cover this? It would not be able to do so from it's general
>fund.Yet it states it will cover each officer past and
>present.

I'd have to look into that.

BUT - and this is important - NO ONE is suggesting anything that requires a lawyer that I am aware of.

BTW - Disagreeing is not "slinging mud".

From my experience working for and serving on Boards of Directors, I understand PAMPA's Article 13 to be a very common indemnification clause, frequently found in volunteer and non-profit bylaws.

Basically what it means is the assets of the corporation would be used to contest any legal challenge aimed at an individual director, or in PAMPA's terms, Trustee. These assets would help protect against loss before a Trustee would have to pay his own money to defend himself in a legal action arising from board action or service.

I'm not a lawyer but I've had one explain to me that an indemnification clause is a desirable component of bylaws. It makes it easier to get directors to serve because they know there's a level of protection for them as individuals. I've had my own lawyer advise me to drop off a Board that didn't have an indemnification clause.

The insurance that another poster here asked about is something else, in my opinion. A "D&O" policy is what would provide some errors and omissions liability insurance protection for the Directors and Officers, hence the name.

As with any insurance the leadership must decide whether the cost of a policy (which can be considerable) outweighs the odds of a legal judgment being brought against the corporaton, what possible damages a plaintiff could claim, and what assets if any need to remain protected.

Just my two cents worth...

Jerry You are correct in what you said but let me add to it. Brett and Larry I respect you both but you need to find out if Pampa is covered. The articles mention a corporation. Is Pampa incorporated? If so in what state and when is the yearly report sent in.It could be handled at the nats. Also if Pampa is incorporated then the officers would be protected by the corporation. But insurance would be needed. I am asking good questions that could effect any of you not because of the president issue but in many other ways.It would be very easy for someone to sue Pampa as the cause of a model airplane mishap.I am not a lawyer but have owned four companies and done a lot of work with none profit groups. This is a good time to take care of these loose ends if the EC is going to do a update to Pampas articles. With respect to both of you.
Ed Ruane