NACD BoD Election

[Capt Tom McMillan]

I support the idea of a non-instructor being on the board. Is there any other member/canidate that are not cave instructors? Tom, are you planning on becoming a Cave Instructor in the future? I Really believe we need more people that don't make a living on diving involved in the Org.

In my humble or not so humble opinion the board should be pretty well balanced between instructors and non-instructors.

As for becoming an instructor, yes eventually I will most probably become a cave instructor through IANTD an organization founded by Dick Rutkowski and Tom Mount one of the founders of the NACD. Even if I do become an instructor I would never depend upon that for any income as many of the instructors on the board do.

[skip]

I support the idea of a non-instructor being on the board. Is there any other member/canidate that are not cave instructors? Tom, are you planning on becoming a Cave Instructor in the future? I Really believe we need more people that don't make a living on diving involved in the Org.

My understanding is that the BOD is about equally split between cave instructors and noninstructors. 4 of 7 I think it is. And of the 4 at least 2 are part-timers with other jobs paying the rent. This is my recollection and I have been attended several meetings and other functions and have met all the BOD members (although I don't remember them all, or who does what).

Also the primary purpose of the NACD is training cave divers. From the Bylaws:

1.03 Primary Purpose

The primary purpose of the National Association for Cave Diving, as stated in Article II -Nature of Business of the Articles of Incorporation, is to provide educational material and information related to the art of safe cave diving for any and all interested persons.
Pursuant to this purpose, the NACD will;
(1) establish and maintain guidelines for equipment and techniques appropriate for safe cave diving;
(2) promote and encourage safety in the sport of cave diving, and in diving general;
(3) encourage and support education about and dissemination of accepted cave diving practices;
(4) provide for a program of education and advanced training as appropriate for safe cave diving;
(5) work to achieve cooperation and understanding among the members of the cave diving community and with the general public;
(6) encourage and support the conservation of the cave environment, and the natural ecosystems related to it; and
(7) encourage, promote, and support the development of innovative, experimental and/or exploratory cave diving techniques, practices, and equipment.


-skip

[curtschu]

Um All the current sitting BOD members are Cave instructors There is an open seat of Treasurer/Secretary Someone asked JB on the deco stop why there is even an election happening. There is an empty seat Let Mr Grubb take that seat and Tom be the Director at large. Anyway, I look forward to non instructor imput. As far as your statement I don't think Certifcation cards is the primary focus but Education and Techniques. Now we can argue forever symantics.

[Daedalus]

Tom, thanks for your responses to my questions. I have a few more comments/questions I am interested in your response to:

If you are running on a "not-an-instructor" platform I think that your current IANTD Cavern instruction status and pursuit of IANTD Cave Instructor status runs counter to that. I understand that you are not planning on becoming a full-time instructor, but I think it is a distinction without difference.

I wonder if elected you would be able to accomplish anything since the current board is standing united against you being elected. If you do make it to the seat will you be able to put this behind you? Will they? To mangle a cliche, "a board divided against itself cannot stand" and I would like to see the NACD working hard for the interests of the membership, not fighting out personal grudges.

I think the thing the membership most wants to see from the NACD is tangible benefits from their membership dollars and donations. I like what we get now, the journals, the socials, the gold line donations, etc but I think the NACD needs to look to do greater things. After seeing all the donations roll in for the cave vandalism reward fund at the CDS I wonder if the NACD could do something similar. Instead of collecting donations for a reprint of "The Art of Safe Cave Diving" could a serious cave purchase fund be setup? If someone from the NACD put it out there that "We are seriously going to buy Telford, give us donations" I would send 100$ today and I am a broke college student. My perception is that the cave purchase fund is too small and the NACD is waiting for something cheap to fall in their lap, something most of the membership would not be interested in diving.

Something I would like to see the NACD develop is an anonymous survey for each course and enclose it with certification cards to get students to give honest feedback about instructors post-training and ensure that all instructors are teaching according to standards. Would you support this?

[Jim Wyatt]

A few folks have asked me to weigh in on this discussion. Tom McMillan is not one of them. My opinion is that if the membership elects Tom to the BoD it will be good for the NACD.

Tom is not a cave instructor and does not live in Florida, those two things in and of themselves will help the board by adding some diversity. Currently all BoD members are cave instructors and live in Florida.

That change alone will mean nothing unless Tom is willing to attend all the BoD meetings and NACD activities and add his thoughts, comments and constructive criticism to the board and membership. Tom has assured me he will attend all BoD meetings and I believe him because I see him here in cave country 2 or 3 days every month and have seen him here on that schedule for several years.

Any group becomes stagnant when the status quo is maintained for years at a time. My limited experience being a member of that BoD proved to me that there is a party line that BoD members are expected to follow and departures from this or suggestions for changes or discussion of changes is not encouraged nor are they particularly welcomed.

My experience also proved to me that many of the BoD members do not have the time available to them to effectively serve this board and membership. One BoD member told me he does not feel the need nor have the time to check his e-mail on a daily basis in order to be able to effectively conduct NACD business. Tom is retiring in mid 2008 and will have plenty of time. One BoD member missed at least 2 and maybe three BoD meetings in a row. He owns and operates a business and is very busy with that successful enterprise. I consider this man a friend, a very busy one at that.

My thought is that two years of required IRS tax returns were not filed perhaps gives the membership some indication of the busy personal schedules these BoD members must have. The BoD should be very concerned with the statutory requirements of keeping the business end of the corporation out of jeopardy.

It also concerns me that two members of the NACD have asked to see financial statements reflecting the fiscal condition of the NACD and thus far have been denied the opportunity to review these reports, if in fact they even exist. Both the NACD by-laws and Florida Statutes require the NACD to produce these reports to members requesting them. The following is copied directly from the NACD by-laws: 10.04 Inspection of Books and Records All books and records of this Corporation may be inspected by any Member, or his/her agent or attorney, for any proper purpose at any reasonable time on written demand under oath stating such purpose. The NACD by laws are available for your review at: http://www.safecavediving.com/bylaws.htm

Florida 2007 Statutes Chapter 617.1602 Part 1: Inspection of records by members states: A member of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in s. 617.1601(5), if the member gives the corporation written notice of his or her demand at least 5 business days before the date on which he or she wishes to inspect and copy. The pertinent Florida Statutes can be reviewed at: http://tinyurl.com/36cak2.

The refusal of the current BoD to allow these two members to inspect the records speaks volumes to me at least about how the current administration interprets the significance of individual members.

I am an instructor member of the NACD and feel a strong kinship to the corporation known as the NACD. I became an instructor member of the NACD originally in 1975. I hope that my weighing in on this issue does not jeopardize that membership. I served on the NACD BoD for about 17 months and left that BoD amidst several disagreements and misunderstandings with a couple of BoD members. So if your question is “Does Jim Wyatt have an agenda”? The answer is yes. I do have an agenda and that agenda is to help make some changes to the NACD that will potentially help the NACD have more credibility, to be more flexible and to allow more of the membership help decide the direction the NACD is headed.

[OFG-1]

Florida 2007 Statutes Chapter 617.1602 Part 1: Inspection of records by members states: A member of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in s. 617.1601(5), if the member gives the corporation written notice of his or her demand at least 5 business days before the date on which he or she wishes to inspect and copy. The pertinent Florida Statutes can be reviewed at: http://tinyurl.com/36cak2.
.

Read all of it Jim, not just the parts you like.

" 617.2103 Exemptions for certain corporations.--

(1) No corporation described in s. 501(c) of the Internal Revenue Code of 1986, as amended, shall be subject to the provisions of s. 617.0808, s. 617.1601, s. 617.1602, s. 617.1603, s. 617.1604, s. 617.1605, or s. 617.2102, unless the articles of incorporation or bylaws provide otherwise. For purposes of this subsection, if a current determination letter issued under the authority of the internal revenue laws of the United States of America determines that a particular corporation is or is not exempt from federal income taxation under s. 501(c) of the Internal Revenue Code of 1986, as amended, that shall be conclusive on the question whether the corporation is or is not described in s. 501(c) of the Internal Revenue Code of 1986, as amended."

[defunct]

Read all of it Jim, not just the parts you like.

" 617.2103 Exemptions for certain corporations.--

(1) No corporation described in s. 501(c) of the Internal Revenue Code of 1986, as amended, shall be subject to the provisions of s. 617.0808, s. 617.1601, s. 617.1602, s. 617.1603, s. 617.1604, s. 617.1605, or s. 617.2102, unless the articles of incorporation or bylaws provide otherwise. For purposes of this subsection, if a current determination letter issued under the authority of the internal revenue laws of the United States of America determines that a particular corporation is or is not exempt from federal income taxation under s. 501(c) of the Internal Revenue Code of 1986, as amended, that shall be conclusive on the question whether the corporation is or is not described in s. 501(c) of the Internal Revenue Code of 1986, as amended."

Agreed, Jim did leave that out, but then again...

The NACD By-Laws DO PROVIDE OTHERWISE.

10.04 Inspection of Books and Records

All books and records of this Corporation may be inspected by any Member, or his/her agent or attorney, for any proper purpose at any reasonable time on written demand under oath stating such purpose.

Thus they ARE required to provide them as requested by any member.

[OFG-1]

Agreed, Jim did leave that out, but then again...
The NACD By-Laws DO PROVIDE OTHERWISE.
Thus they ARE required to provide them as requested by any member.

Well, this damn English language, Ive only been reading it for 52 or so years, and it still confuses me.

No, every member is not entitled to see anything, UNLESS they apply in writing under oath, stating a proper purpose for the inquiry. Now, proper to who, I'm not sure, but my guess is that if the reason of the request is to be able to bash current or former board members, or the day to day operations of the corporation, thats not proper. To wit:

"3.09 Termination of Membership
Membership in the Corporation shall be terminated, or application for membership denied, on any of the following events, and for no other reason:
(5) Deliberately committing actions contrary to the Articles of Incorporation, these By-laws, or the Administrative Policies of the NACD.
(6) Deliberately acting to harm or discredit this Corporation, its Officers or Directors.
(7) For other cause, inconsistent with membership."

Now I left a few of these reasons out, but I think #6 would apply if someone just wanted to go on a bottom feeding fishing expedition, don't you?

[defunct]

Well, this damn English language, Ive only been reading it for 52 or so years, and it still confuses me.

It gets me too... that's how lawyers make their money...

No, every member is not entitled to see anything, UNLESS they apply in writing under oath, stating a proper purpose for the inquiry. Now, proper to who, I'm not sure, but my guess is that if the reason of the request is to be able to bash current or former board members, or the day to day operations of the corporation, thats not proper.

I can only assume that a member requesting the books because of a personal investigation because of the corporation filing the required IRS documents over a year late would be considered "proper". Wouldn't you?

To wit:

"3.09 Termination of Membership
Membership in the Corporation shall be terminated, or application for membership denied, on any of the following events, and for no other reason:
(5) Deliberately committing actions contrary to the Articles of Incorporation, these By-laws, or the Administrative Policies of the NACD.
(6) Deliberately acting to harm or discredit this Corporation, its Officers or Directors.
(7) For other cause, inconsistent with membership."

Now I left a few of these reasons out, but I think #6 would apply if someone just wanted to go on a bottom feeding fishing expedition, don't you?

#6 would apply once the corporation had met it's obligation to the member and supplied the document. The member would then have to take action for it to apply.

I personally would not pay dues to a non-profit organization that would not be willing to disclose it's books to me for review if I felt that it was necessary to review them. Would you?

[JeffB]

Hey, there's more of this NACD action over on TDS if you guys get bored!

Here's my post from there, which addresses the "see the books" issue flaring up everywhere:
--
Wow..guess I've arrived -- never imagined my name would be in a TDS thread title! Don't I win a t-shirt or something?

Sorry I didn't respond sooner but I was, ahem, teaching a cave class this weekend. No, the students didn't come to me because I am on the NACD board; they are students that came to me word of mouth based on my reputation as a cave instructor. I hope it stays that way.

Richard already gave a sort of treasurer's report on the balances of our accounts in another posting. We've offered to show more 1 hour before the next board meeting (which is tentatively scheduled for noon on January 12th at Extreme Exposure). Sort of a fun pun if you think about it -- showing our books at Extreme Exposure . Feel free to come one and all. You'll see the same stuff we've been providing in past journals and at board meetings for years (balance of accounts, where our money comes from and where it goes, etc.).

I don't want to comment on the multitude of issues raised all over TDS and CDF regarding the board and the election process. The election process wheels are set in motion and I for one would like to see it play out properly according to our bylaws and the desires of the members that even bother to vote.

My apologies, "fedupcaver", for posting your list of postings in an attempt to denigrate your posts. It was a weak flaming moment .

I wear a size large, TDS .