Discussion with BoD Jerry Segal

February 8th, 2008 at 7:36 AM

From: jhs1117@comcast.netTo: mavis_irwin@hotmail.com; j-jamison@sbcglobal.netSubject: Re: Questions from MarinoDate: Thu, 7 Feb 2008 10:51:38 +0000

Mavis, I am on the Board with a term expiring in 2008. Until now I have not weighed in on the threads between Marino and the Board and yourself, leaving it to the appropriate representatives of the UMCA Board. From your recent note, I copied the following:"They are definitely insufficient answers for anyone knowing the economy, the law, the non-profit organization policies, and the governing system".

My question to you is: Other than being an interested party and a person who feels she was unfairly treated in the last election, are you an economist, a lawyer or an expert in the field of non-profit governance? Please state for the record your qualifications in any or all of those fields. The RAAM/UMCA agreement may not be an artfully drafted document, but based upon all legal opinions obtained by UMCA, it is valid.

Isn't it time to move on to more productive discussions about how UMCA can best serve its members and grow the organization rather than continuing to rehash old news in a not so subtle attempt to destroy it and the reputations of those serving on the Board.Put me on the record if you wish.
Jerry Segal

Dear Jerry and everybody else in UMCA government,

I am willing to accept what happened in the past. I would like to move forward in a way that is best for the long term growth and health of the UMCA. This means making necessary changes ASAP. If I were on the Board, I would push for these changes.

1) The UMCA should give RAAM, LLC full ownership of RAAM, thus get out of the business of owning bicycle events. Reasons were noted in Marino's RAAM Report. Please read the report carefully. I have taken the liberty to summary Marino’s 13-page report with SaveUMCA’s help. It was the following points:

a) The Angels were the people who paid the money, so they should benefit totally from the ownership.
b) The UMCA is not a private mechanism for providing wealth to certain members who happen to have business interests in RAAM.
c) The existing structure of the for-profit RAAM ownership is flawed because owners of RAAM, LLC are motivated by money, thus it is to their financial advantage to have as much control over the non-profit UMCA as possible. This control could potentially involve private "bribes" to sitting Board members in exchange for decisions that will always benefit RAAM, LLC financially, no matter what.
d) The UMCA should be a sanctioning body for ultra marathon cycling. Having the UMCA own cycling events will compromise their unbiased approach to the sport.
e) The complexities involved in owning RAAM are way beyond what the UMCA is qualified to handle. UMCA Board members are not full time employees of RAAM, therefore there is no way for them to adequately rule on many of the issues that are bound to occur through the years.
f) Board members seem to have their minds in the "small bike club" mode, thinking that RAAM will never become a multi-million dollar business. RAAM could become immensely successful financially and the UMCA is not prepared to deal with this.
g) The UMCA must not be put into a position where their financial interest decide whether or not to support or sanction an honest ultra marathon event. The UMCA owning RAAM turns the association into what we are now experiencing, that of being very political.
h) The existing owners of RAAM, LLC may not prefer owning the race in totality because they will no longer be able to benefit from of the non-profit advantages. If the owners of RAAM, LLC do not plan on taking advantage of any of the UMCA's non-profit benefits, then what possibly would deter them of owning the race in total? If they answer with what Boethling told Marino (see RAAM Report), then that answer needs serious discussions.

History: During the beginning years of ultra marathon cycling (1980-1990's), it was important for the growth of the sport to have the UMCA and RAAM connected. Each needed the other because the sport was new and needed every advantage possible. There was also a financial benefit because keeping the race and UMCA fluid required combining the money. At some point in the not so distant past, each organization (UMCA and RAAM) reached a level where each can easily stand alone. This is a good thing. The UMCA does not need to own RAAM, nor does RAAM, LLC need to be owned by the UMCA. The UMCA and its members will always support RAAM because it is the largest display of competitive ultra marathon cycling in the world. If events similar to RAAM emerge on the market and are supported by cyclists and sponsors, the UMCA should also provide support to those events.

2) The Board should visit Article 12 of the Bylaws, dealing with quorums and decide on what the Article says. There are differences of opinion on the meaning of that Bylaw. We have reached an impasse. Marino's attorney says we need a 20% quorum, and the attorney for the UMCA says we don't. Rather than have attorneys battle on meanings, the Board must re-write the Bylaw in a clear and easy to understand way within the IRS’s standards for non-profit organizations. With respect to voting in BoD elections, either we must have minimum amount of votes cast, or we don't. Which is it?

3) On the subject of Bylaws, go through the Bylaws word for word and either follow the exact wording of every Bylaw, or change the Bylaw. This problem has been a huge problem for the UMCA. The members/Directors shouldn’t be changing the meanings, add things that are not said, etc. Follow the Bylaws carefully.

4) If the Board decides that the UMCA should own RAAM, then several more issues must be decided upon. Let us try yet once again here: How many RAAM, LLC investors should be allowed to sit on the UMCA Board? Should the Managing Director also be an investor in RAAM, LLC? What exactly are the details of the MD's interest being in a Blind Trust? What is in the contract between the UMCA and RAAM, LLC? Why is the law forbidding Board members (or their legal council) from reviewing the contract being violated? Will someone please answer these important questions.

Thanks and happy cycling,

February 6th, 2008 at 7:55 PM
Marino had kindly showed me the RAAM Report and it was an interesting read and all the more reason for the entire Board to read and discuss this in the best of both UMCA and RAAM's interests. There is still a lot about the UMCA-RAAM partnership we are kept in dark about and like Marino said, we can only continue to question and express opinions and concerns about thefor-profit and non-profit partnership. Answers are needed.

You know...the answers I found in the ultracycling issue discussing the RAAM sale were on the surface. They are definitely insufficient answers for anyone knowing the economy, the law, the non-profit organization policies, and the governing system. How will ultracycling look about ten years from now? I am seeing a huge shadow of possible problems, especially after Marino showed me what I understand is still a confidential RAAM report already sent to all of you--for now. Are you seeing this shadow too?


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