PROPOSAL TO RRCA CONCERNING RULES OF GOVERNANCE

TO: RRCA Executive Board
CC: RRCA Legal Counsel and Legal Committee Chair
FROM: Harold Tinsley
DATE: June 27, 2002
SUBJECT: The 2002-03 RRCA Board Must Not Continue Operating Under the Rules of Governance as Defined Below

According to the January 11-12, 2002, "Minutes of the RRCA Executive Board", paragraph 6, the Board signed the "Rules of Governance" prepared by John Calotta and Beverly Coville at the request of RRCA President, Freddi Carlip.

As a member and officer of an RRCA Club and as a past president of the RRCA with voting rights, I am requesting the current RRCA Executive Board void and/or repeal those "Rules of Governance" at the first meeting of the current Board, which is normally held in July following the election of officers at the convention. There is a rumor that the meeting will not be held. The first meeting of the Board is one of the most important and in my opinion should not be canceled, especially considering the financial status and an Executive Director that is in dire need of guidance as to what is important to the clubs of this organization.

The reasons for the request are as follows:

Paragraph 3 of the "RESOLUTION OF THE BOARD OF DIRECTORS" included in an email from John Calotta, sent to the Board prior to the January, 2002, meeting, states: "WHEREAS, the Board intends to repeal completely the Rules of Governance that were previously approved by the Board and to approve in their place a resolution concerning confidentiality, conflict of interest, and expense reimbursements;".

There were no previous "Rules of Governance" to repeal. The previous document was the "Guidelines for Governance." Thus that document is still in effect. I should note to this Board, that the RRCA has in the past operated through guidelines and not rules. The distinction between rules and guidelines has a long standing historical significance in the RRCA and its relationship with the chapter clubs. The RRCA is not the governing body for the sport.

The RRCA is an non-profit organization of chapter clubs which elect officers (the Board) to represent those chapter clubs. The elected Board of such a public non-profit organization has not been given the right to enact any such rules that include a "confidentiality clause", and to not publish and distribute to those chapter clubs the minutes of the Board, and do other such things that make secret the action of the officers other than as stated in the original "Guidelines for Governance".

There had never been and should never be the intent of the RRCA Board to operate as stated in the January, 2002 minutes, "Carlip stressed that all Board Meeting discussions fall under the terms outlined in the 'Rules of Governance', specifically the confidentiality clause." The RRCA should have nothing to hide and should let the sunshine in.

I ask that the current Board bring to the "floor" and vote on my request made in paragraph 2 above. I also ask that I be notified as to the action taken no later than 5 days following the meeting, be the meeting take place in person, by phone or by computer. I further ask that the RRCA Secretary record the votes by name as to how each Board member voted and that information be included in the reply to me.

As a result of actions taken and the conduct of the previous Board prior to the convention, I am including the following note. If my intent above is not clear I expect to be contacted so that it can be made clear. I do not expect to be notified later of some legalese wrangling as to why my request was not fulfilled.

I have been advised to get a Board member to introduce and another to second my request and line up Board members so that there will be meaningful debate. I am not going to coerce individual members of this Board. If the Board does not understand why it should operate in the open, and there are not even Board members concerned enough about this issue to introduce and second my requested motion, then you have sent a strong message to the chapter clubs and I am sure will result in a reaction far more strongly than was voiced over the bylaw change issue. This is a very serious issue, please think about what you are doing.

Thank you,

Harold Tinsley