The Audit, the board, the by-laws

Frank Reid wrote:
I have made no speculation about what the excom did nor what their
motivation was. Nor have I made any comments as to what the boards
motivation was.

Now Frank, if you claim to know something without any evidence to back
it up, some people might call that speculating.I was not just refering
to you here, but alot of the people who have posted on RAS.You did
claim that the motivation for ignoring the bylaws was stupidity.That
sounds like speculating to me.


I have on the other hand read all the board minutes from 2002 foreward
and there is no mention at all about an audit, much less some sort of
vote or discussion. I have also corresponded with many of the board
members and to the entire current excom.
Each and every one agrees. There was no vote, no discussion, and no
decision of any kind about an audit.

You have to read the post from 5BG on this one.

Here again, how do you know why they chose to ignore the bylaws.

This sentence is what is known as begging the question. You apparently
cannot accept that the board did not make a decision on the audit. So
I will say it again. The board did not make a decision of any kind
about the audit and therefore, in no way did "they chose to ignore the
bylaws". If you insist on making that statement the premise of your
comments then you have already declared them guilty of some "big bad
conspiracy". Is that what you really mean to do?

First of all, I can accept the fact that a mistake was made. The fact
that it was made three years in a row is a bit of a stretch.I dont
believe in a conspiracy (Yea, I know, now I am SPECULATING that there
was no conspiracy (grin)), but I would like to know why Dennis Wright
knew his CFO was not abiding by the law and chose not to do anything
about it for 3 years.


As above I have made no comment as to the motivation(s) of anyone. I
have been addressing the volunteer SSA Board members and nowhere have I
even mentioned the paid staff including the ED and the CFAO. So tell
me Alice, do you have trouble sticking to a topic or did you just throw
this in as "smoke"?

Now work with me here Frank, it took alot of people to dig this
hole.Arent you the least bit curiuos why the checks and balances that
were put into place after the last fiasco didnt work here?3 years in a
row?

With all due respect, Alice, I have made no speculation. I have told
you facts that you have decided are speculation. However, since you
want to call my comments speculation please tell us all what you know
that makes what I have said speculation instead of fact.

With comments like "Nothing more nothing less", you are just expressing
your opinion as I have been expressing mine.Isnt that what part of what
this board is for?For some reason you like to call your opinions
facts.Now I realize the people on the board are hard working buddies of
yours, and this might raise strong feelings for you when their
accountability is called into question, but all you have given us is
your OPINION of why they did not see fit to follow the bylaws.


Additionally, what would you call someone who, before this grand
investigation has concluded, has accused the Board of Directors of the
following: "they chose to ignore the bylaws"? And before you answer
make sure you know the definition of the word "chose". It is the past
tense of "choose - to select freely and after consideration, to decide
on esp. by vote". Are you sure you want to accuse the SSA Board of
Directors of this action? Or is it just possible that you have been
speculating just a little on your own?

OK Frank, lets get wrapped up in semantics here.The bylaws were not
followed!!!The people who were elected and trusted to follow them
didnt!!!Where is the speculation in that statement?

Indeed, your "hatch may just blow" if you continue to accuse the Board
without absolute proof of your acccusations.

Regards,

Frank Reid

Are you threatening me?What are you gonna do, fly to Salt Lake and kick
my ass?I always thought this board was for the free exchange of
questions and ideasand opinions, but then there are posters like you,
who post nothing but facts while the rest of us are just
speculating.And then you have to end your post with a physical
threat.Dude, did you get your meds today?

Alice my Dear,


You idiot light is glowing even brighter. This was no physical threat.
This was and still is a statement of fact. If you keep making
accusations concerning the individual board member's intentions and
integrity that are unfounded at some point someone, certainly not me,
may very well "decide" that you need to explain your written statements
to a judge. Please consider my comments as a heads up for you trying
to protect you from yourself. Hiding behind a nickname mayl not
protect you should you cross the line of the legal definition of
"liable" whatever that might be.

Again, just trying to help you stay out of trouble. No threat
intended. Best wishes.

Regards,

Frank Reid

alice wrote:

Are you threatening me?What are you gonna do, fly to Salt Lake and kick
my ass?I always thought this board was for the free exchange of
questions and ideasand opinions, but then there are posters like you,
who post nothing but facts while the rest of us are just
speculating.And then you have to end your post with a physical
threat.Dude, did you get your meds today?

Frank Reid wrote:
Alice my Dear,


You idiot light is glowing even brighter.

Now what kind of person cannot debate on an adult level.Do you have to
resort to name calling?Why cant we just stick to the facts here?I hope
you dont behave this way at work.

This was no physical threat.

Funny, why did you word it like one?Dont hide behind your thin excuse
that this was legal advise.The fact that you are perfectly willing to
call people idiots ruins your credibility.

This was and still is a statement of fact. If you keep making
accusations concerning the individual board member's intentions and
integrity that are unfounded at some point someone, certainly not me,
may very well "decide" that you need to explain your written statements
to a judge.

Here we go with the "Fact" thing again. Are you delusional?Go back and
read your original post on this thread, you are claiming that you have
just the facts because you read the minutes of the Excom meetings over
the past few years.Dont you think every SSA member knows that audits
have not been done?How are we exposing ourselves to liability if we ask
why?Have you been watching to much peoples court?

Please consider my comments as a heads up for you trying
to protect you from yourself. Hiding behind a nickname mayl not
protect you should you cross the line of the legal definition of
"liable" whatever that might be.

Thanks for the advice, we will call you if we ever need a lawyer.
Also, I dont think anyone is trying to hide. In my case my real name
was already taken, so in order to avoid confusion, I just picked
another.Dont read anything into it.


Regards,

Frank Reid

I see mr. 5-BG is still "dribbling off at the keyboard". Until he has
the nerve / integrity to personally stand behind his comments, they
amount to no more than printed diarrhea.

As for the rest or you, quit rising to his bate. We have no reason to
believe that he is even an SSA member. If he's not a member, then he
has no dogs in the fight and should butt out!

Sincerely,
David Walsh
SSA member



5-BG wrote:
A direct quote from 9/7 note to members from board "

Why has an audit (or outside financial review) not been done since 2002?

The SSA hired its first CFAO during 2002. In retrospect, this may have
led to a false sense of security on the part of the Board. Over the
ensuing years, the Board decided not to spend funds on audits, instead
allocating money on other tasks felt necessary to grow the Society. In
retrospect, this was obviously “penny wise, and pound foolish.”

A direct quote from 9/8 update "

Did the Board decide not to do audits?

After the September, 2003 Board meeting, neither the Board nor Executive
Committee ever discussed audits at all. While this was clearly an error,
it was one of omission, not commission. "



How can the board "DECIDE" not to spend funds without discussion. ???

the second note IMPLIES that a decision was taken at the 2003 meeting
and then carried forward without further discussion into following years.



I have been a member of several boards of rather large companies, some
as an inside member due to my equity position and on some as an outside
director. IN THE REAL WORLD, many decisions are taken upon
recommendation of the specific sub comittee ( on maters of executive
compensation and options for example) WITHOUT DISCUSSION. There are
currently several hundred very large companies ( and their boards)
under fire for questionable and sometimes downright illigal option
pricing plans. The companies are in trouble, the management is in
trouble and the boards are in serious legal trouble. No where in the
minutes will you find a discussion of backdating stock options and a
board discussion of the legality of it. Class action lawsuits are flying
and the boards are named individually.

The MINUTES of board meetings are normally transcribed and edited. The
real power edits the minutes and then passes around drafts to the
members for comment. During the following meeting the normal first order
of business is to approve the minutes of the last meeting which may or
may NOT represent all that was discussed.

then there is the issue of executive sessions. As a significant
shareholder/director and inside board member, I demand to be included in
any executive session. it is not uncommon to be EXCLUDED from executive
sessions of sub board committees as an outside director.

my point is that your read of the minutes conflicts with the two
statements issued. The issue was discussed at least once according to
the first statement. "THE BOARD DECIDED" Does that not fit your
dictionary definition??? IN FACT the first note admits that they
DECIDED to forego the audit to save money. There are two parts to that.
1. their motivation was noble. 2. they made a conscious decision.



Where to from here is the real question. T

he first note says "The long answer is that our hired management failed
us, and although all volunteer Directors were well meaning, they all
share in the blame. The root cause of leadership’s failure to uncover
the problem until now was the complete absence of outside financial
reviews or audits since 2002. Between 2003 and the present, the SSA has
had one Chief Financial and Administrative Officer, one Executive
Director, two Directors who served as Treasurers, three Directors who
were Chairmen of the Board, ten Directors who served as Vice Chairmen
(making up the Executive Committees) and forty-three different
Directors. To varying degrees and for various reasons, we have all let
the SSA membership down."

and goes on to say "

Once the Society emerges from this awful situation, our intent is to
tender resignations in respect of our leadership positions, hoping that
new, qualified individuals will assume these roles."

I believe that a dysfunctional system has been in place which has
placed volunteer board members at risk. It seems to me as if the board
became a pawn of the professional staff and that the board has
acknowledged as much.

My answer to the real question is to cut the size of the board to 4.
have the regional directors, all of whom are well meaning individuals
who are in an unfortunate position right now, become policy advisors
with a page or two dedicated in each magizine to their discussion of
issues brought to the board's attention on the behalf of the members.
Perhaps a review of and change to the bylaws re term of office and
possible recall needs to be considered as part of the process of
rebuilding.

Pilots who make a hard landing , or worse, because they did not flare
properly normally do not CHOOSE to hurt themselves, their passangers and
their equipment, BUT THEY ARE RESPONSIBLE.. Not choosing to do something
is actually a choice NOT TO TAKE THAT ACTION.

Are we to understand that the two directors who served as treasurers
and the ED were unaware that an audit was required???







"Frank Reid"
wrote in message
oups.com...

alice wrote:
Frank, here we go again.There has been endless speculation on R.A.S.
about what the EXCOM did and what their motivation was, criminal
intent, etc. etc..How do you know exactly what the boards motivation
was?

I have made no speculation about what the excom did nor what their
motivation was. Nor have I made any comments as to what the boards
motivation was.

I have on the other hand read all the board minutes from 2002 foreward
and there is no mention at all about an audit, much less some sort of
vote or discussion. I have also corresponded with many of the board
members and to the entire current excom.
Each and every one agrees. There was no vote, no discussion, and no
decision of any kind about an audit.


The SSA Board of Directors never, I repeat never, discussed
the issue of 'not doing an audit'. The SSA Board of
Directors never, I repeat never, decided (or voted
on the option) of 'not doing an audit'. I hope that
is clear for all.

Here again, how do you know why they chose to ignore the bylaws.

This sentence is what is known as begging the question. You apparently
cannot accept that the board did not make a decision on the audit. So
I will say it again. The board did not make a decision of any kind
about the audit and therefore, in no way did "they chose to ignore the
bylaws". If you insist on making that statement the premise of your
comments then you have already declared them guilty of some "big bad
conspiracy". Is that what you really mean to do?

If you
look at the Excom update dated 9-7-06 you cant help but notice
that the
ED was well aware of the fact that payroll taxes had not been
paid for
3 years.Tell us Frank, what was his motivation?

As above I have made no comment as to the motivation(s) of anyone. I
have been addressing the volunteer SSA Board members and nowhere have I
even mentioned the paid staff including the ED and the CFAO. So tell
me Alice, do you have trouble sticking to a topic or did you just throw
this in as "smoke"?


I have been communicating with my regional director who has
informed me
that he is assembling a committee (The members of which have not been
involved with the SSA during the past two scandals) to
investigate what
happened.With all due respect Frank, you might want to save your
speculation until this committee's investigation is complete.

With all due respect, Alice, I have made no speculation. I have told
you facts that you have decided are speculation. However, since you
want to call my comments speculation please tell us all what you know
that makes what I have said speculation instead of fact.

Additionally, what would you call someone who, before this grand
investigation has concluded, has accused the Board of Directors of the
following: "they chose to ignore the bylaws"? And before you answer
make sure you know the definition of the word "chose". It is the past
tense of "choose - to select freely and after consideration, to decide
on esp. by vote". Are you sure you want to accuse the SSA Board of
Directors of this action? Or is it just possible that you have been
speculating just a little on your own?

Indeed, your "hatch may just blow" if you continue to accuse the Board
without absolute proof of your acccusations.

Regards,

Frank Reid



So what happened? The Board simply did not think about
nor discuss an audit after 2003. Stupid? Yes! Deliberately
breaking the by-laws? No! Thus, the statement from
the excom concerning 'omission versus comission'.

More speculation here.Lets wait until the investigation is complete.

Does the above excuse the Board's lack of oversight
in not assuring that the by-laws were being followed
i.e. that an audit was taking place every year. No.
But it was an oversight by the Board. Nothing more,
nothing less.

"The hatch just blew"

Those are the facts.

Frank Reid

David Walsh wrote:
I see mr. 5-BG is still "dribbling off at the keyboard". Until he has
the nerve / integrity to personally stand behind his comments, they
amount to no more than printed diarrhea.

David, I see you are still "Dribbling off".I have gone through your
posts and about all you do is bad mouth other posters.Have you EVER
added anything constructive to RAS.For your info, 5BG is an SSA member,
and I would ad it really doesnt matter if he is or not.Can you debate
5BG's posts on an intelectual level,or is it all you can do to attack
him personally?

As for the rest or you, quit rising to his bate. We have no reason to
believe that he is even an SSA member. If he's not a member, then he
has no dogs in the fight and should butt out!

We should take your advice and quit rising to YOUR bait.Any glider
pilot in this country has a dog in this fight, and has a right to post
here.Quit trying to play god.By signing your posts "SSA Member", you
are making us all look bad.Try adding something constructive on your
next post.

Sincerely,
David Walsh
SSA member

Frank Reid wrote:
Alice my Dear,


You idiot light is glowing even brighter. This was no physical threat.
This was and still is a statement of fact. If you keep making
accusations concerning the individual board member's intentions and
integrity that are unfounded at some point someone, certainly not me,
may very well "decide" that you need to explain your written statements
to a judge. Please consider my comments as a heads up for you trying
to protect you from yourself. Hiding behind a nickname mayl not
protect you should you cross the line of the legal definition of
"liable" whatever that might be.

Frank, you have a few problems here.One, quit trying to act like a
laywer.I never made any slanderous remarks toward anyone.Two, quit
trying to be a spokespersom for the excom.If they have something that
needs clarification, let them clarify it.On your original post, you
claimed there were no discusions regarding an audit because there was
no mention in the minutes.You have to understand that there could have
been phone calls or emails or discusions throughout the year between
SOMEONE at SSA, and just because it didnt make it onto the minutes
(Which are ussually edited) doesnt mean it was never discussed.Three,
lets be a little more civil here.You dont need to call people names or
accuse them of "hiding" behind a nickname.Most sailplane enthusiasts
that I have met, are pretty first rate people, and you kind of detract
from that with your pettyness.

Again, just trying to help you stay out of trouble. No threat
intended. Best wishes.

Regards,

Frank Reid
Fly Safe

With the added perspective of a little time, I now see that the tone of
my post was completely out of line. To all, please accept my apology.

Sincerely,
David Walsh


kirk wrote:
David Walsh wrote:

I see mr. 5-BG is still "dribbling off at the keyboard". Until he has
the nerve / integrity to personally stand behind his comments, they
amount to no more than printed diarrhea.


David, I see you are still "Dribbling off".I have gone through your
posts and about all you do is bad mouth other posters.Have you EVER
added anything constructive to RAS.For your info, 5BG is an SSA member,
and I would ad it really doesnt matter if he is or not.Can you debate
5BG's posts on an intelectual level,or is it all you can do to attack
him personally?

As for the rest or you, quit rising to his bate. We have no reason to
believe that he is even an SSA member. If he's not a member, then he
has no dogs in the fight and should butt out!


We should take your advice and quit rising to YOUR bait.Any glider
pilot in this country has a dog in this fight, and has a right to post
here.Quit trying to play god.By signing your posts "SSA Member", you
are making us all look bad.Try adding something constructive on your
next post.

Sincerely,
David Walsh
SSA member

Alice
alice wrote:
Frank Reid wrote:
I have made no speculation about what the excom did nor what their
motivation was. Nor have I made any comments as to what the boards
motivation was.

Now Frank, if you claim to know something without any evidence to back
it up, some people might call that speculating.I was not just refering
to you here, but alot of the people who have posted on RAS.You did
claim that the motivation for ignoring the bylaws was stupidity.That
sounds like speculating to me.


I have on the other hand read all the board minutes from 2002 foreward
and there is no mention at all about an audit, much less some sort of
vote or discussion. I have also corresponded with many of the board
members and to the entire current excom.
Each and every one agrees. There was no vote, no discussion, and no
decision of any kind about an audit.

You have to read the post from 5BG on this one.

Here again, how do you know why they chose to ignore the bylaws.

This sentence is what is known as begging the question. You apparently
cannot accept that the board did not make a decision on the audit. So
I will say it again. The board did not make a decision of any kind
about the audit and therefore, in no way did "they chose to ignore the
bylaws". If you insist on making that statement the premise of your
comments then you have already declared them guilty of some "big bad
conspiracy". Is that what you really mean to do?

First of all, I can accept the fact that a mistake was made. The fact
that it was made three years in a row is a bit of a stretch.I dont
believe in a conspiracy (Yea, I know, now I am SPECULATING that there
was no conspiracy (grin)), but I would like to know why Dennis Wright
knew his CFO was not abiding by the law and chose not to do anything
about it for 3 years.


As above I have made no comment as to the motivation(s) of anyone. I
have been addressing the volunteer SSA Board members and nowhere have I
even mentioned the paid staff including the ED and the CFAO. So tell
me Alice, do you have trouble sticking to a topic or did you just throw
this in as "smoke"?

Now work with me here Frank, it took alot of people to dig this
hole.Arent you the least bit curiuos why the checks and balances that
were put into place after the last fiasco didnt work here?3 years in a
row?

With all due respect, Alice, I have made no speculation. I have told
you facts that you have decided are speculation. However, since you
want to call my comments speculation please tell us all what you know
that makes what I have said speculation instead of fact.

With comments like "Nothing more nothing less", you are just expressing
your opinion as I have been expressing mine.Isnt that what part of what
this board is for?For some reason you like to call your opinions
facts.Now I realize the people on the board are hard working buddies of
yours, and this might raise strong feelings for you when their
accountability is called into question, but all you have given us is
your OPINION of why they did not see fit to follow the bylaws.


Additionally, what would you call someone who, before this grand
investigation has concluded, has accused the Board of Directors of the
following: "they chose to ignore the bylaws"? And before you answer
make sure you know the definition of the word "chose". It is the past
tense of "choose - to select freely and after consideration, to decide
on esp. by vote". Are you sure you want to accuse the SSA Board of
Directors of this action? Or is it just possible that you have been
speculating just a little on your own?

OK Frank, lets get wrapped up in semantics here.The bylaws were not
followed!!!The people who were elected and trusted to follow them
didnt!!!Where is the speculation in that statement?

Indeed, your "hatch may just blow" if you continue to accuse the Board
without absolute proof of your acccusations.

Regards,

Frank Reid

Are you threatening me?What are you gonna do, fly to Salt Lake and kick
my ass?I always thought this board was for the free exchange of
questions and ideasand opinions, but then there are posters like you,
who post nothing but facts while the rest of us are just
speculating.And then you have to end your post with a physical
threat.Dude, did you get your meds today?

Alice

As Board Member I'd like to point out that none of the communications
from the EXCOM have indicated that the ED was aware of the unpaid
taxes. He was aware of the unfiled yearly tax returns but as I
understand it, he had no idea that the witholding
taxes collected from employees had not been fowarded to the appropriate
state or federal authorities.

Charlie "Lite"

Can I make a small appeal. Those of us outside the
USA have got the picture, the SSA management are incompetent,
so what? We don't need you to tell us over and over
again, it's boring and we believe you. Can we get back
to discussing gliding and let the inevitable enquiry
take it's course.

"Charlie Lite" wrote in message
oups.com...
As Board Member I'd like to point out that none of the communications
from the EXCOM have indicated that the ED was aware of the unpaid
taxes. He was aware of the unfiled yearly tax returns but as I
understand it, he had no idea that the witholding
taxes collected from employees had not been fowarded to the appropriate
state or federal authorities.

My understanding is that the ED is supposed to be our full time,
"hands-on", professional manager. For something this important and this basic,
how could simply claiming ignorance possibly be considered an excuse? Did he
never look at financial statements and budgets?

Vaughn