Save UMCA (now known as UMCA-RAAM)

The SaveUMCA Team and Supporters

2008-06-30T22:52:00.000-07:00

The co-founders of the UMCA, John Marino and Michael Shermer, support this blog.

NOTE: The team list is incomplete because not all members have given permission to print their names yet.

SaveUMCA Team:

John Marino—UMCA co-founder and RAAM finisher (see December 23rd and October 15th letters to UMCA members)
Michael Shermer--UMCA co-founder, former RAAM Race Director, and RAAM finisher
Mavis Irwin--UMCA member (blog chief editor)
Seana Hogan--Life UMCA member and legend (six-time RAAM first place finisher)
Charlie Liskey--Life UMCA member, founder and president of Ultracycling Association, and RAAM finisher
Chris Kostman--Furnace Creek 508 promoter and RAAM finisher
Guus Moonen--Race Director, RAAM finisher, and UMCA member
Pat Enright--Life UMCA member
James Rosar--former UMCA member
Paul Biron--RAAM time station staff and UMCA member
Catharina "Cat" Berge--RAAM finisher, former UMCA BoD and member
Lou Lamoureux--RAAM rider and former UMCA member
Doug Sloan--former UMCA member
Hugh Murphy--Life UMCA member and RAAM rider
Bill Palmer--RAAM crew, RAAM training partner, and UMCA member
Jack Bochsler--former UMCA member (click for post update relating him)
Anonymous
Anonymous
Anonymous
Anonymous
17 innocent tipsters (number may change)

Supporters:
1 Steve Scheetz
2 Patrick Francois--Raid Provence Extreme (RPE) Race Director, President and Founder of the Ultra Cycling European Association (AECU)
3 David Glasgow
4 Dave Buck--Life UMCA member
5 Anna Noone
6 Reed Finfrock--Life UMCA member
7 Jan Christiansen--Founder of Swedish ultracycling association
8 Dr. Jim Watrous--involved in UMCA and RAAM starting in 1982
9 Jim De Graffenreid--Life UMCA member, RAAM Rider
10 Dr. Jim von Tunglen--former President of Orange County Wheelmen and Bicycle Club of Irvine, RAAM Crew
11 Donald Randolph--Life UMCA member
12 Randy Ice--Life UMCA member
13 Kermit Ganier--President, Los Angeles Wheelmen
14 Bob Paxson
15 Ron ______
16 Rex Reese--FC 508 TS official, FC 508 crewmember for Nick Gnu Gerlich, FC 508 crewchief Team Camel, Team Devil Ray, founder Nancy Dankenbring Award, RAAM crewmember for Seana Hoopoe Hogan, Team Phoenix
17

To have your name added, please ask Mavis Irwin by commenting anywhere on the blog or e-mailing her: mavis_irwin@hotmail.com

FAQs and Answers

2008-06-30T17:37:00.000-07:00

Q: What is the purpose of this blog?
A: To store information of the UMCA violations in one place for concerned UMCA members to review anytime and use as a reference.

Q: What is the SaveUMCA Team's goal?
A: We currently don't expect much to happen. The current UMCA government chose to ignore the long list of violations, and moved on, which upset hundreds of UMCA members.

Q: Wait a minute, why bring this fight back to the community? We are sick of all the public fighting that happened since December 2006! Why don't the UMCA and its members try to work out things like adults behind the scenes?
A: We were in fact having red flags for nearly three years now. The activists finally brought this to the public's attention after the sale of RAAM, and some very sketchy dealings. We hoped this wouldn’t have to happen this way, but the UMCA members outside the UMCA government were asking us what was going on for a long time now. Then the recent Board of Director’s election resulted in some very deceptive and unethical ploys by the UMCA management in favor of six particular candidates.

Q: It looks like the SaveUMCA Team spent a lot of time putting the blog together. How come the team is doing it even though they expect little or nothing to happen?
A: We strongly feel that the UMCA members have the right to know what is going on. We want to remain optimistic that if members know what is going on, positive changes can be made. The UMCA is a non-profit association, with 501 (c) 3 tax advantages and money raising capabilities, and by law, must behave responsibly as a representative democracy.

Q: Why does SaveUMCA Team care so much about UMCA's non-profit status?
A: For a very long time, the UMCA members were fighting hard to turn UMCA into a non-profit organization and finally obtained it in 2003. These members were hoping that when it became a non-profit organization, with all the formalities, that it would no longer be characterized by dictatorial, secretive management, but that does not appear to have worked and was in fact becoming worse.

Q: We got the September-October 2007 magazine in mail recently and it looks like UMCA's attorney, Steve Larson, has reviewed the actions of the UMCA and found nothing illegal.
A: We suspect that he didn't know everything that has been going on and we would like to chat with him. We will be happy to show him the solid evidence we put together here.

Q: What do you want us to do?
A: All UMCA members are the owners of the UMCA. It's your organization and if you are someone whose cycling records were largely ignored, you will want to put a stop to this dictatorship. (This is why some UMCA members fought to turn the UMCA into a non-profit organization.) The UMCA’s primary income comes from your membership fees along with donors and sponsors. All of the people on the SaveUMCA Team have different ideas on how to approach this problem, but we do have one thing we can agree on and it was letting the other owners have a chance to know. It is entirely up to you to decide what to do about your ownership.

Any questions and comments can either be commented on this blog or send privately to the team's e-mail address:

SaveUMCA@gmail.com

UMCA member's zone

2008-06-29T13:30:00.000-07:00

Noteworth feedbacks/questions with answers

--Added in March: SaveUMCA, you are going at this all wrong!

--Added in March: How about taking formal legal action?

--Added in June: Where can I file my report of UMCA's actions to IRS?

Reference copies of UMCA co-founder and UMCA membership #1's public letters:

--October 2007 letter to UMCA members.

--December 2007 letter to UMCA members.

UMCA's service and predictions

--Some of the questions we need to ask ourselves

--Updated in June: Predictions of what will happen next

List of questionable actions--and growing

2008-06-28T08:22:00.000-07:00

Sale of RAAM's title to UMCA.

--Overview of the RAAM sale problems.

--NEW: Managing Director lied to the UMCA Board of Directors, which was what turned the fighting into a public issue.

--The inside circle of RAAM sale and operation in partnership to UMCA.

--Real facts and illegal powers of the RAAM sale to UMCA not publicly discussed by the participants.

--Updated in March: Possible problems with the UMCA/RAAM Contract not publicly addressed and the waiting game. (UMCA chose to not disclose the contract to the UMCA members, which is in violation of the UMCA member's rights to investigate.)

--Ultracycling Strife article disclosed how RAAM sale was done.

--Managing Director is suspected to be being heavily involved in what he was not paid to do based on patterns of volunteers and non-UMCA employees taking on increasing workload of his job.

--Delay of elections said to be due to the RAAM-UMCA partnership development during the election season of 2006. (Thus seven of the Board of Directors were illegally serving through 2007 to the month of the 2007 RAAM.)

UMCA's campaign for six of its chosen candidates.

--Updated in January: Campaigning letter to UMCA members.

--No help for other candidates--deserving or not.

--UMCA broke its own rules in editing two of the candidates' published biographies.

--UMCA silenced a candidate by disallowing to publishing a neutral campaigning advertisement asking the members to come out and vote, which would have run in the UMCA newsletter.

--Not all paying and life members were permitted to vote.

--Updated in March:The UMCA violated private members' personal information.

--Formal complaint lodged by the 12 losing candidates regarding election improprieties should have been reviewed by an independent group of people.

--UMCA refused to re-run the irregular election.

Communication between UMCA and UMCA members

--UMCA ignores neutral offer from highly qualified newslist technician, and then controversially breaks-up ultracycling e-mail group list

--Candidate publicly withdraws from the UMCA Board election, disappears, and then suddenly reappears as an elected member of Board of Directors, weeks later elected as UMCA President.

--Updated in June: Dogpile of things the UMCA members already asked UMCA to do for as long as four years. (Most of the suggestions were ignored.)

--Missing information in the UMCA financial records.

--Added in March: UMCA's election committee

Managing Director's old contract and things related to this contract

--The old UMCA MD contract for 2003-2007 analysed by Seana Hogan and an attorney.

Point of interest:
X. Termination for Cause. "Termination for Cause" shall mean termination of employee's employment by the UMCA by reason of the following: (I) Employee's willful dishonesty towards, fraud upon, crime against, deliberate or attempted injury or bad faith action with respect to the UMCA; or (ii) Employee's conviction for any felony crime (whether in connection with the UMCA's affairs or otherwise). In the event of termination without cause, the UMCA shall pay to Hughes an amount equal to 12 months at the current year's salary. Further, the UMCA will grant to Hughes for a term of three years two full pages (or four half-pages) for advertising in each issue of UltraCycling magazine at no cost to Hughes.

(Instead of being terminated for violations listed below, Hughes was recently given a raise by the UMCA Executive Committee on June/July 2007.)

--(Reposted from above) NEW: Managing Director cut off communication to some, and lied to the UMCA Board of Directors, which was what triggered the public battle.

--John Hughes attacking Joe Gross's work to set up a new ultracycling newslist, instead of thanking him for voluntarily helping. Ultracycling loses a valuable volunteer.

--John Hughes personal attack on UMCA Board member Cindi Staiger.

--E-mail from John Hughes's account to UMCA members, asking them to attack Seana Hogan and Cindi Staiger (This was after one of the battle, which started on May 3rd and can be followed starting here.)

--John Hughes praising people he liked and attacking Mavis Irwin for presenting the case that the UMCA needs to communicate.

--Final update (July 2008): Updates on Managing Director's yet to be renewed contract--the old one presented here orignially expired on December 31st, 2007.

UMCA as an international body

--Overview of UMCA becoming an international body

Mavis's Public Letters to UMCA

2008-06-27T21:33:00.000-07:00

Starting on January 1st 2008, Mavis is hosting her own personal public blog containing letters to the UMCA. The UMCA didn’t directly answer any of Mavis questions as of this post, but UMCA now have a Board Liaison, Rick Hays, who is eager to help take down the wall between the members and the Board. Even through he was not elected by the UMCA members, Mavis is happy about the UMCA starting to talk again. You can follow the updates in the links below:

http://ultracycling-us.blogspot.com/2007/11/maviss-2008-public-letters-to-umca.html

Updated March 8th, 2008:

Rick Hays seemed to be unable to answer all of the questions. Instead of answers to the questions going unanswered since beginning of January, RAAM LLC's attorney mailed Mavis a lawsuit threat letter on Feburary 14th. Click on link for the evidences:

http://ultracycling-us.blogspot.com/2007/11/raam-llc-threatening-to-sue-umca.html

Updated March 19th, 2008:

Mavis tried once again to open up the communicating channels by giving UMCA a set of pointers and they were unanswered as of this post. However, one thing did expose from this ordeal: Chris "Hoppo" Hopkinson, UMCA's endorsement letter's candidate and now UMCA Vice President, acted unprofessionally. A special post was made for reviewing the discussion (and how frustrated some people were.) Click on link for this post:

http://ultracycling-us.blogspot.com/2007/10/march-15th-off-target-replies-from-umca.html

Outline of Mavis's 2008 Public Letters to UMCA

2008-06-25T15:51:00.000-07:00

Unlike the other posts I am in change of managing on this blog, my letters to UMCA is my own personal action. Older letters at bottom, newer ones on top.--Mavis Irwin, UMCA member.

July 29: Managing Director's contract is renewed.

July 20: 21-month old messages summarized.

July 6: Lessons from history: How stable is UMCA-RAAM's partnership?

June 27: Offer of apology still stands.

April 28: Couragous UMCA members then a stirred crowd containing public personal questions and attacks

April 21: UMCA membership went down and election results

March 25: Question about article 3 and not article 12 reportingly reviewed

March 25: Letter asking UMCA why they rejected SaveUMCA's financial assistance and didn't note in the magazine that the assistance was offered. ($8,600 was used for legal advice with the note about certain people--indirectly the SaveUMCA--causing this to happen.)

March 15th: Attendence to open up the communicating channels between UMCA and SaveUMCA, but got personal attacks from UMCA's Vice President instead.

March 8-12th: Response to lawsuit threat from RAAM LLC

February 17-27th: Why UMCA needs an UMCA Managing Director replacement

February 17th (and other dates listed in link): Questions relating Marino's 13-page RAAM Report

February 17th (and other dates listed in link): Questions relating Fred Boethling, the RAAM President/CEO, at UMCA's executive committee meeting

February 6-8th: Discussion with BoD Jerry Segal

January 28th: First wave of questions being answered by Board's Liaison

Hughes lied to UMCA's Board of Directors

2008-04-28T09:17:00.000-07:00

Dear UMCA government,

This is my special letter on what catalyzed the fight into a public one.

In the days when I was an innocent candidate interested in carrying UMCA forward in a positive way, I have done a lot of investigation on things from both sides ever since seeing a couple of e-mail, which are both on this topica post:

http://lists.topica.com/lists/ultracycling/read/message.html?sort=d&mid=812545763&start=8827

I talked with more people than I could count. I have hoped to be one of UMCA’s best Board of Director who listens to everybody the best I can and make fair decisions on what really matter for the UMCA organization as a whole. I never foresee myself ending up being an activist fighting for the UMCA members, UMCA event directors, international UMCA members, and even the UMCA Board’s equal rights like I am doing now. I however realized that I am left with the choice of either being quiet or speaking up. I choose to speak up.

Well…I know there will be a day I have to actually unveil the character evidence that brought this fight to the public. This evidence proves the creditity of the protesting former Board of Director, Anna Catharina “Cat” Berge (link is provided above): “I specifically asked about the relationship RAAM- UMCA. I was told that there was nothing that required board approval in the RAAM - UMCA relationship. At the time I received that answer, negotiations to purchase RAAM were already well under way. I would therefore say that the answer I received was a lie.”

Be noted that Cat Berge was careful to question the action and not the people involved. I asked her for the evidence and sure enough it was John Hughes who lied despite his very own words quoted in the article by Greg Pressler: “A few weeks after RAAM last year [2006], I told Lon that Fred and I had a few ideas about how the UMCA could buy RAAM. Fred has built his career on acquiring companies and turning them around. Fred and I went to Canada [the location of Pitre’s summer home] to talk with Jim for three days. After a few other meetings with them, by early September [2006], Fred and I knew that we had everything in place to move the deal forward, except for a full understanding of the finances. Jim shared all the numbers, and now all we needed was a way to pay for it.”

Article: http://www.competitorsocal.com/features/ultracycling-strife.html

It is clear that most people on the UMCA Board of Directors were left in the dark about the important change to the UMCA organization as stated in this November 24th 2006 letter of intent from John Hughes, two days after Cat Berge publicly resigned in protest:

http://lists.topica.com/lists/ultracycling/read/message.html?mid=812507198&sort=d&start=8776

Here is the evidence of John Hughes’s key lie to UMCA’s Board of Directors on October 27th, 2006, which at that time is believed (based on UMCA’s scrambled reports) to include:

Anna Catharina Berge
Chuck Bramwell
Tom Buckley
John Lee Ellis
Nancy Guth
Joe Jamison
Lee Mitchell
Don Norvelle
Jim Pitre
Muffy Ritz
Mike Roarke
Cindi Staiger
Jeff Stephens
George Thomas

From: UMCAHQ@aol.comDate: Fri, 27 Oct 2006 12:40:49 -0400Subject: Re: UMCA and RAAMTo: board@ultracycling.comBoard membersIn a message dated 10/26/06 11:05:32 PM, acbberge@hotmail.com writes:

Board,Several of you are mentioning strengthening the connection between UMCA and RAAM. Could you please explain what part and specific component currently needs strengthening.
Cat

----------------------
I'm thinking of nuts and bolts operational stuff. Here are some examples, none of which require BoD action.

I've been marketing ultracycling as a sport since the 1998. I currently edit the RAAM program in VeloNews and in UltraCycling.

The VN program always includes several articles about the UMCA - and RAAM pays to have 100,000 copies distributed, as well as distribuing copies of the UC RAAM program on the route. This should continue. Currently two hourly workers with no knowledge of cycling edit the rider bios and photos for the program and website. We should recruit a couple of UMCA volunteers to do this - which would save RAAM money *and* result in better quality. (I'm not talking about Carolyn Chandler but two people who work for her.)

The RAAM qualifier directors and I could help RAAM figure out how to market the race better. We have a pretty good understanding of the kinds of riders (age, demographics, etc) who are racing in other ultra events . . . and how to target them.Another example is the Internet. Since RAAM runs non-stop it's the perfect race to webcast. And the RAAM website gets tons of hits in late May and June. How do we get people to come to the website other times of the year? George & Terri did great webcasts of RAO and Ring of Fire. Why not simulcast those as well as other RAAM qualifiers, etc. on the RAAM website.

We wouldn't make any race do this - but it would be to the benefit of all concerned.Currently the RAAM and UMCA websites are managed independently. There's some overlap (e.g., articles on training and nutrition) and there are some gaps (like how to manage saddle sores and other medical issues. We should develop a coordinated plan for who publishes what kind of material and increase the cross-referencing between the sites.I spent a lot of time working with Lon & Jim on the Enduro RAAM concept, and there's more work to be done.

A big issue is recruiting enough TS managers so that the officials don't have to sit in Time Stations. We ran a couple of articles in UC about time stations and encouraged readers to call Robert Giacin - he got very few calls. One TS manager asked me for the names & e-mails of UMCAers in the contiguous states - he had his TS fully staffed in 6-hour shifts! Almost 60 TSs are too much for one person to coordinate - why not appoint multiple coordinators to cover different sections of the route and provide each with a list of UMCAers in their areas?

(We'd only provide info that is already public in the UMCA membership directory).We currently have two handbooks: Preparing for Long Rides and Crewing with Fuzzy. I'd like to put together a third: how to do team events - with a focus on RAAM, but applicable to qualifiers, etc.There are plenty of ways that RAAM, the RAAM qualifiers, and the UMCA can do more together to everyone's benefit - the limiting factor really is staff time (paid & volunteer).

John HughesManaging DirectorUltraMarathon Cycling Associationdirector@ultracycling.comwww.ultracycling.com

Of course, after the letter of intent, the Board of Director's action was required to authorize the UMCA-RAAM partnership on December 3rd, 2006. In the words from this December 3rd, 2006 meeting with the Board of Directors: "Hughes summarized that without UMCA action the 2007 RAAM probably would not take place and that the race might die." Thus, this was more like a take it or lose the event vote informed in late November instead of getting the Board's authorization to proceed with the UMCA-RAAM deal as an important change to the UMCA organization in July. That's right, Hughes's quote in Greg Pressler's article clearly said he had an idea for how UMCA can buy RAAM within weeks after RAAM 2006.

Conclusion: Clearly, either this UMCA leader would say anything to even the Board of Directors to suit what he is doing in the interests of the RAAM business. Or there is a lot of cleaning up to do. Sorry, but based on the evidences here, this observably is the lying and not the miscommunicating.

How much longer will the UMCA government let the lies harm the UMCA organization?

I have hoped to avoid publishing something shoring a light directly on the leader's costly lie, but the time has come. We are at an important time of supporting John Hughes or saying we need a new leader.

Respectfully,
Mavis

SaveUMCA, you are going at this all wrong!

2008-03-19T21:00:00.000-07:00

Comment: Why don't you have the Save UMCA group convene a qualified group to draft new by-laws and a new MD employment contract that you think is appropriate. In other words, walk the walk and produce what you think are the correct governance documents. Then send them to the board as drafts, and post them on your blog, and send them directly to all board members with an executive summary of how the new versions address, per current governance standards, the needs of the organization and members. This is then the challenge that the board will have to answer to.

Answer: The contract suggestion is already posted on the blog. It was on Seana's website and it was e-mailed to all UMCA members last year.

http://ultracycling-us.blogspot.com/2007/11/umca-managing-directors-contract.html

We however are currently interested in a MD replacement, not a new contract. If you read my letters to UMCA, as a spokeperson I am urging them to find a replacement. They do know that Lou Lamoureux volunteered, so it's not like fishing in an empty lake. The question relating the contract renewal was because THEY didn't tell the UMCA members anything about this for 2 and 1/2 months now--not even on the UMCA website.

Lou Lamoureux's volunteering:

http://ultracycling-us.blogspot.com/2007/11/predictions-of-what-will-happen-next.html

As for the bylaws, the main problem is that they are not following the bylaws already in place. They made several amendments (with the non-elected RAAM LLC's president and none of the other elected Board of Directors present--a bylaw violation) last Fall concerning only the UMCA members's rights. Not UMCA officals's own rights at all. Once we force them to follow their own bylaws, we then will be able to make healthy, legal changes.

UMCA's election committee

2008-03-19T20:54:00.000-07:00

An anonymous person commented on the blog, asking about the UMCA’s election committee and whether we have inputs in this. Mavis told this anonymous person: “We felt like we have a foot of a mile influence on these new election rules.”

If anyone noticed, there are four anonymous people on the SaveUMCA team. These people are working hard and can’t be public yet and the SaveUMCA team have faith in them to do everything they can. In Mavis Irwin's personal case, she was asked to be on the election committee too, but she recognized she have to sign a code to be silence and give up any personal power. Mavis won’t be able to sleep well with this over her head. Mavis's hats are off to the others who are able to handle this.

Those involved did note that they are not having much influence because, like they stated, Hughes clearly wanted to have as much control as possible. If those people had more influence, below would be the election standards as opposed to those on page 26 of the Sept-Oct 2007 UMCA magazine:

1) There are no minimum years of membership. (Mavis Irwin, a member for 2 ½ years couldn’t run in the 2008 election even through she was in last year’s election because under the new rules she had to be a member for three or more years first.)

2) The election is open to all. No committees of any kind to select the candidates to be on the ballots. There are only five candidates this year because most from last year’s election were silenced by the new rules instituted by the UMCA. This was one of the ways to keep qualified people from questioning the UMCA government. The rejected applications could have petitioned at least 30 UMCA members done within four weeks by written letters (not e-mails.). This meant that a UMCA member must pay an annual due of $35.00, then an additional $24.60 in postage stamps in order to appear on a ballot, assuming one can compile all the paper work in time. Of course, the UMCA could state that the mail never arrived on time or the mail could get misplaced in the office. Some of the candidates in the last election are familiar with the stated “clerical” errors.

3) Candidates are allowed to campaign in any methods they want. Has anyone heard of the federal, state, and local’s democratic governments passing laws banning advertising in magazines, mailing endorsement letters, and hosting websites? The UMCA has tried to make the campaign fair to all candidates—as reported in the reference of this blog post:

http://ultracycling-us.blogspot.com/2007/11/seanas-pay-for-rejected-political.html

As stated in another post, Hughes did then take part in creating an endorsement letter for those he wanted—and unquestionably over the other qualified candidates:

http://ultracycling-us.blogspot.com/2007/11/campaigning-letter-to-umca-members.html

We would push for banning UMCA from favoring any particular candidates in their campaigning. If the UMCA gave the resources to one person campaigning for one or more candidates, UMCA must give exactly the same resources to the other candidates.

How about taking formal legal action?

2008-03-19T20:10:00.000-07:00

Why we are not taking this to the court house, yet—in answer to one anonymous comment:

I can assume who you are, however will answer the best I can for anyone's interest.

Why not take legal action? Mainly the money. We would need a Colorado lawyer. The costs could be very high and who is going to pay? We’re spread out all over the USA and having sit down meetings and making appearances in Colorado could be very costly for us. We're not talking about $1000 or $2000. The for-profit RAAM, LLC, based in Colorado, who got over $250K from RAAM entry fees alone last year and spent an estimated $100-150K to produce the race, is highly motivated to keep ownership of the race under the non-profit UMCA, while they personally can earn all the money with no “non-profit” financial earning limitations, so they will spend whatever it takes. This deal for them is too good to let it go.

The costs could be 30K or more for this big battle. Who knows...you see, the small battle with a UMCA member over the JMC cost the UMCA 18K. Plus, it would take lots of time and drag on and on. I think we are better off slowly influencing members and soon a decent Board may emerge.

Managing Director's contract

2008-03-19T20:04:00.000-07:00

Mavis finally found out from the new Board’s Liaison that MD’s old contract was extended to the end of February. The SaveUMCA Team is working around the clock to convince the UMCA directors to realize that our organization needs a new face to be a MD because John Hughes had been a MD for 9 years and the first 5 years was when UMCA was a for-profit organization. The UMCA members of that time fought hard to get the non-profit status, with the goal to put the control of UMCA into the member’s hands instead of a small select group. These UMCA members believe John Hughes and few others are still clinging to the for-profit habits and ways. They are deeply concerned because ever since the IRS recognized the UMCA as a non-profit in April 2005, things have clearly gone downhill. Even through some on the SaveUMCA team were in the governing boards before 2002-2003, we believe a fresh face with healthy non-profit ideas is needed to replace John Hughes.

Our new MD must not have any personal conflicts of interest within the UMCA.

Updated June 22nd, 2008:

There are no further known commuincations of the status. This post will be updated when the information is available.

Final Update (July 29th):

John Hughes's contract was renewed. Please follow this link for more information: http://ultracycling-us.blogspot.com/2007/10/managing-directors-contract-was-renewed.html

UMCA co-founder John Marino's December letter to UMCA members

2007-11-20T10:19:00.000-08:00

December 23, 2007

Dear UMCA Member,

I would like your help. Contained in this email are three items. The top item is my Dec. 19th letter to the President of the UMCA, self explanatory. The next item is the President's response to me. And finally, at the end, is a copy of Article 12 of the UMCA Bylaws.

Ever since delving into the Board election complaints, I hired an attorney who specializes in Non-Profit Law for counciling and advice only. I do not plan on pursuing any legal measures against the Board because that would be like suing the membership (you). I would not do that. I was disheartened to discover that in 2003, the Board asked for donations to cover almost $18,000 in their legal fees on another matter with a UMCA member. I would not want that to be repeated.

Non-profits are supposed to be democratic organizations. By dictate, they should be controlled by the members, and not by private individuals or a group of private individuals. Disputes and differences of opinion should be sorted out from within, by the members. Failure to take a role in our affairs could lead to a cancellation of the non-profit status by the US government, a lawsuit from any member, alienation of members one by one (as is currently the case) and an eventual irrelevance in the cycling community, or a combination of all of the above.

After studying the affairs of the UMCA for the past 5-6 months, along with the definite improprieties of the last Board of Director's election, I have concluded that our UMCA management is seriously flawed. This is difficult to determine by reading Ultra Cycling Magazine or the web site, your two windows into the UMCA. The problem is deep seated and only discovered by digging, (reading the fine print, and interviewing and corresponding with past and present members, almost like an investigative reporter). I will be sharing with you all of my concerns in a future correspondence. It's important that you know that I have reached a crossroads with the Board, where I have two options. (A) Ignore what I know and walk away, resign, or just tune out. Watch the future unfold, knowing that what is going on in our UMCA government will bring about it's eventual destruction. (B) Go to the members for support, with the hopes that power in numbers will cause positive changes and correct the problems. I chose option B.

Right now, I need help in this area: if you have any expertise in non-profits or law, or have easy access to experts, read Article 12 of the Bylaws and evaluate my complaint, per my Dec. 19th letter. My personal attorney assured me that we need a 20% quorum, or must obtain at least 20% of the member's votes, in order to validate an election. Our President does not agree. Based on past inaction to my concerns, I doubt that our Board will be addressing this matter. What do you think?

I welcome your input. You can surely communicate with the Board. Maybe your participation in these matters will influence the Board to become more democratic.

Lastly, some members have formed a Blog and have addressed all of their UMCA concerns. Please read this. We are a young non-profit and we don't want to be ripped apart from within. We must follow the laws of our country, and our Bylaws, to the letter of the law, just like following the rules of our cycling competitions. I believe the UMCA as an organization must value integrity above all other personal aspirations of our individual members.
www.ultracycling-us.blogspot.com

Respectfully,

John Marino
UMCA Co-Founder 1980

***************************************************************************

From: john marino
To: Joseph M Jamison
Cc: boethling@comcast.net ; kenbonner@telus.net ; Tom Buckley ; NancyGuth@aol.com ; chris hopkinson ; UMCAHQ@aol.com ; rloomis@crocker.com ; DNorvelle@aol.com ; muffyritz@cox.net ; Mike Roark ; Jerry Segal ; Cindi J Staiger ; merryvl@yahoo.com ; raoterri@gmail.com

December 19, 2007
Joe Jamison, UMCA President

In a second conversation with my attorney, I have confirmed that the 20% quorum needed to conduct a valid Board of Director's election is an absolute fact, per the UMCA Bylaws. In other words, the UMCA cannot hold an election and claim it to be valid if too few members participate in the election.

John Hughes reported to me in a personal letter that the UMCA obtained 245 votes in the most recent election, then 100 and 150 in the other two elections. I presume the UMCA has had three elections since going non profit.

I am conducting a formal inquiry into this violation. My attorney assured me that the UMCA must cooperate and provide me with the number of members in the UMCA at the time of those three elections. This is a matter of public record. At this time, I don't need the actual mailing lists for verification, only the number of paid UMCA members will suffice for now. Since I am not sure when you held these elections, please check the records and provide this information to me. Please note, I need the entire "paying" membership number, which includes life members and regular members, not the number of members who signed the special waiver promising not to sue the UMCA.

Please let me know when I will be receiving this information. If you have any questions, please contact me.

Happy Holidays

John Marino

****************************************************************************
----- Original Message -----
From: Joseph M Jamison
To: john marino
Cc: boethling@comcast.net ; kenbonner@telus.net ; Tom Buckley ; NancyGuth@aol.com ; chris hopkinson ; UMCAHQ@aol.com ; rloomis@crocker.com ; DNorvelle@aol.com ; muffyritz@cox.net ; Mike Roark ; Jerry Segal ; Cindi J Staiger ; merryvl@yahoo.com ; John Marino ; raoterri@gmail.com
Sent: Thursday, December 20, 2007 9:23 AM
Subject: Re: 20% quorum in BoD elections
Hello John,

As a lay person relating to law, I don't agree with your attorney's interpretation of the language alluding to quorum in our Bylaws. However, since I am a layperson, I'll need time to assure I'm on firm legal ground by consulting our attorney for a professional opinion.

Prior to contacting our attorney, I'm going to review this with the Board. Legal expenses are becoming a serious issue and threaten to endanger our ability to support the programs and services our members expect from the organization. If we are going to be following the road of litigation, I must have the full knowledge and support of the elected officers.

If that support of the Board is forthcoming, I'll then engage our attorney for an opinion. Until I receive that opinion I won't be providing a date, as you've requested, for election related documents.

I'll keep you informed.

Respectfully,

Joe Jamison

*******************************************************************************--- Original Message -----
From: john marino
To: Joseph M Jamison
Cc: boethling@comcast.net ; kenbonner@telus.net ; Tom Buckley ; NancyGuth@aol.com ; chris hopkinson ; UMCAHQ@aol.com ; rloomis@crocker.com ; DNorvelle@aol.com ; muffyritz@cox.net ; Mike Roark ; Jerry Segal ; Cindi J Staiger ; merryvl@yahoo.com ; John Marino ; raoterri@gmail.com ; Mavis Irwin ; Pat Enright ; lou@cycling-videos.com ; Robert Giacin ; Seana Hogan ; Nickgerlich@cs.com ; info@guusmoonen.com ; Hugh Murphy ; paul@sparrow-hawk.org ; Bp4elk@aol.com ; Doug Sloan
Sent: Friday, December 21, 2007 8:48 PM
Subject: Fw: 20% quorum in BoD elections
******************************************************************

UMCA Bylaws, as published on the Ultra cycling web site

Article 12 (Note: for Sections 1 and 2, go to the Ultra Cycling web site. Click on Site Index, then scroll down to Bylaws)

Section 3: Quorum for Meetings

A quorum shall consist of 20% of the voting members of the corporation.

Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

Section 4. Majority Action As Membership Action
Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the Articles of Incorporation, these Bylaws or provisions of law require a greater number.

Section 5. Voting Rights
Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of Directors, however, shall be by written ballot.

Section 6. Action by Written Ballot
Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, any action which may be taken at any meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall:

1. set forth the proposed action;
2 provide an opportunity to specify approval or disapproval of each proposal;
3. indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, state the percentage of approvals necessary to pass the measure submitted; and
4. shall specify the date by which the ballot must be received by the corporation in order to be counted. The date set shall afford members a reasonable time within which to return the ballots to the corporation.

Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these Bylaws.

Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting arthorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

Directors may be elected by written ballot. Such ballots for the election of directors shall list the persons nominated at the time the ballots are mailed or delivered.

UMCA co-founder John Marino's October letter to UMCA members

2007-11-19T12:18:00.000-08:00

October 15, 2007

Dear UMCA Member,

Hello, I hope all is well with you.

Recently you may have received your issue of Ultra Cycling Magazine, July-Aug edition. Depending upon how closely you read it, you may have noticed a report about the May/June Board of Director's election, and the mentioning of my name in regard to a letter I wrote the Board on August 5th. You might want to take time to read the passage. It's also included on www.ultracycling.com.

[Editor's note: UMCA's report about the election is no longer locatable on the UMCA website. Click here to see the report copied from July-Aug UMCA magazine.]

The partial information the UMCA reported is really just the tip of the iceberg, thus the reason for this letter. I believe the UMCA has made an error in their representation of me in regard to this issue. The UMCA characterized the information in that letter as "subjective and personal in nature," however, omitted many of the details that prompted me to write of that August 5th letter. Since Ultra Cycling Magazine does not include a "Letters to the Editor" section, where I could rebut what was written about me, I decided to write to you personally.

What's this all about?

The best place to start is at the beginning. The UMCA Board presented the Board of Director's election this past May/June. Six seats were open. A total of 18 UMCA members entered the race, six won, and 12 lost.

All 12 losing candidates believed that the election was run unfairly. I mean ALL losing candidates - not half, not four, not eight, but all. Some of these losing candidates approached selected Board members to complain about specific events that led them to feel this way. They were essentially told that the election was over and that the Board had approved the results.

I learned about this situation from one of the losing candidates and decided to get involved. I began by conducting my own investigation. This involved communication with various members on the Board, as well as past Board members, and people in the general membership. After about three weeks of intense focus on this matter, I too, arrived at the belief that the election was unfair. Altogether, I spent about three months thinking about this, practically during all waking hours of the day and some sleepless nights. It was that troubling to me.

It's important for you to know that my primary goal was to learn the truth. I have no personal stake in choosing one side or the other in this argument. The identity of the winning or losing candidates has no bearing on my desire to get involved. My only interest is fairness. In my opinion, fairness in competition is the cornerstone of the UMCA and must never be compromised.

I decided to be the representative for the 12 losing candidates around early July. Due to my history as a co-founder of the UMCA, we hoped that the Board would open their minds to my (our) complaints and conduct a proper investigation. We did not want to involve the membership in this dispute. I agreed to address only the Board and the 12 losing candidates with respect to this issue. We all would try to seek a resolution amongst ourselves, without membership involvement.

Over the course of the next two months, I presented the Board with our complaints through a series of emails. Since we live throughout the U.S., Great Britain and Europe, emails were our primary method of communication. I asked on several occasions if I could participate in the Board's teleconference meetings to engage in discussions with the Board, and essentially get some answers to some very important questions that could possibly resolve opposing views. I was refused on two different occasions. I eventually was allowed to address the Board, however I was not allowed to engage in a discussion. I was permitted to "give a speech" for about 15-20 minutes at 4PM Pacific Time on Sept. 6th. What I needed was feedback, a discussion with the Board, something that was never granted.

The 12 candidates and I were essentially asking for a repeat election which would allow all members of the UMCA to cast a vote. Under the current structure, only members who signed a waiver promising never to sue the UMCA were allowed to vote. I believe that this is an actual UMCA Bylaw violation, per Article 4, Section 1 of our Bylaws, and possibly a state law violation for non-profit organizations. Nothing is mentioned in the Bylaws that in order for your vote to count, you must sign a waiver not to sue. We asked that all members be sent a self-addressed, stamped post-card which would serve as a ballot, along with a cover letter basically explaining that the reason for a repeat election was low voter turnout (only about 13% of the members voted, and even fewer in the past two elections).

I also presented seven other complaints and questions surrounding the election, each significant and worth evaluating, and contributing to our belief that the election was unfair. I will not mention the details of these complaints at this time, however they relate to the following: improper publishing of candidate biographies, improper campaigning on the part of the UMCA management, improper use of membership directories, conflict of interest improprieties, and non-equal access to mailing lists. I have written over 20 pages of emails to the Board, expressing all these complaints and questions. I believe that all complaints are valid. I provided emailed documents and witness statements relating to our complaints. The Board never acknowledged the validity of the evidence, never asked any questions regarding the evidence, and never would engage me in any type of verbal dialogue. The Board never offered any investigative measures they used to evaluate the complaints. We asked for copies of UMCA documents that were instrumental to the evaluation of our complaints, but never received anything. Per UMCA Bylaws, (Article 7, Section 4), any member has the right to demand and receive UMCA documents for inspection. Nothing was ever received. Whether this "cold shoulder approach" was intentional or not, it ultimately led to no resolution, and certainly did not seem like a non-profit democratic organization. I was not permitted to engage in any type of dialogue with Board members, despite making myself available to call them or be called by them any day of the week, from 8AM to 11PM PST.

The Board later voted not to re-do the election and proclaimed the past election fair and valid.
In the public statement the UMCA made to the members, which I raised at the beginning of this letter, the UMCA made reference to my letter of August 5th. The UMCA had asked me to assign all of our complaints to actual UMCA Bylaw violations, which I did. My letter was never published by the UMCA - just the few select words you saw in the July/Aug Ultra Cycling Magazine.

Most disturbing to me...

Due to the serious nature of this complaint by the 12 losing candidates, I asked that the UMCA Board assign this complaint to an independent arbiter or special independent UMCA committee to review all claims made by the 12 candidates. I offered to pay for a repeat election as well as contribute $1,000 towards an arbiter, to erase the financial deterrent of this option. If this was done, the 12 candidates agreed to abide by whatever new decision was reached. One reason the 12 candidates felt it was important to have an independent group/person take a look at the election was because six of the winning candidates, now seated on the Board, were not exempt from voting on the validity of this election. If these six new Board members were allowed to participate in the discussion, re: the validity of the election, then the 12 losing candidates (or their representative) should have also been allowed to participate in the discussion and present their views. This did not happen. The Board essentially decided this issue "in house," by taking a vote among the 15 Board members.

One way to compare this action is by imagining how RAAM would settle a dispute over the outcome of a race. Let's say 18 racers entered the solo division, six were official finishers and 12 were unofficial finishers. The 12 UF waged a complaint against the directors of the event for questions involving fairness. The RAAM management rounded up all the race directors/staff and the "six official finishers" and held a vote. The vote resulted in proclaiming the race as fair. Are you OK with that?

The complaints and questions about this recent election have prompted the UMCA Board to form a special committee to address election protocols, so obviously the Board feels something was wrong with the past election. I believe that 12 UMCA members were mistreated. If you don't believe me, ask them. I presented ways to attempt to make it right, however it led me down a disturbing and threatening road that no member should ever have to travel.
Perhaps the UMCA should formally establish a mechanism whereby members can address personal complaints, without legal fears. If it means we use a professional arbiter, fine. Perhaps a committee made up of members from all walks of life can be called into action when members feel their rights are being trampled.

What Now? For starters, I believe either an independent entity should evaluate the complaints of the 12 losing candidates or repeat the election. As I mentioned in my 15 minute "speech" to the Board, 12 disgruntled candidates in an election could easily turn into 100 disgruntled UMCA friends, etc. Does that help the UMCA?
If you agree, let the Board know since they represent you. In a real democracy, our representatives must reflect the will of the members.

In no way do I want you to use this letter or information as a reason to not support the UMCA and RAAM. In fact, this letter serves as a reason why you should continue to offer your support. The UMCA is a nonprofit democracy and, therefore, YOUR organization. Stand up for the rights of your fellow members.

To all the 12 losing candidates, don't give up.

Lastly, nothing in my complaint is directed towards the six new board members who won in this last election. They were never individually involved in any of my personal complaints. I believe they were given an advantage in this past election, however it was not due to their actions.

Also, since Board voting is private, I do not know how each individual Board member has evaluated this complaint, therefore I have not publicly assigned blame to anyone on the Board. All my references are directed to the group, "the Board," because the UMCA President made it clear to me that this is the manner in which to direct my complaints. I was told that the Board speaks as one.

Sincerely yours,
John Marino
UMCA co-founder 1980
RAAMone@cox.net

PS: The information in this letter is directed to official UMCA members on the public mailing list only. If you know of private members who express an interest in receiving this letter, please have them contact me. The reproduction of all or part of this letter is prohibited by John Marino. This is UMCA business and should remain UMCA business.

15 Current UMCA Board members with emails, per UMCA public directory

Joe Jamison, President, email j-jamison@sbcglobal.net
Chris Hopkinson, Vice President, email hoppo2005umca12hrchamp@hotmail.co.uk
Russ Loomis, Treasurer, email rloomis@crocker.com
Nancy Guth, Secretary, email nancyguth@aol.com
John Hughes, Managing Director, email umcahq@aol.com
Fred Boethling, RAAM Director (ex officio), email boethling@comcast.net
Ken Bonner (2007 - 2009), email kenbonner@telus.net
Tom Buckley (2005 - 2007), email milemnic@msn.com
Don Norvelle (2006 - 2008), email Dnorvelle@aol.com
Muffy Ritz (2005 - 2007), email muffyritz@cox.net
Mike Roark (2006 - 2008), roark@tfb.com
Jerry Segal (2007 - 2008), email jhs1117@comcast.net
Cindi Staiger (2006 - 2008), ultracindi@juno.com
Merry Vander Linden (2007 - 2009), merryvl@yahoo.com
Terri Gooch, (ex officio), RAAM Qualifier Representative raoterri@gmail.com

Campaigning letter to UMCA members

2007-11-17T21:39:00.000-08:00

Details: The Managing Director of the UMCA, the only paid employee of the UMCA, was the mastermind behind an endorsement letter, called the “Lee Mitchell letter.” This letter was sent to many voting members of the UMCA, recommending that members vote for six particular candidates. Five of these six candidates were serving in the UMCA government at the time of the mailing—most of them appointed—in addition to one other candidate for the 6th slot. This UMCA Managing Director recruited Lee Mitchell, a sitting Board member at the time, and helped him craft this endorsement letter.

Since Mitchell is a highly recognized and respected member, the intention was that this letter would motivate voters to select the six candidates endorsed in this letter. Lee Mitchell did not mail out this letter. Instead, the UMCA’s Managing Director arranged for this letter to be mailed by a former Board member, who is currently working for the Race Across AMerica. It is believed that the UMCA main office provided this person with the most current data bank of UMCA members in the form of “electronic mailing labels” in order to simplify and expedite the mailing process. This area is still under investigation because this person claims to have received a hard copy from the UMCA, thus generated his own list and labels. Regardless, this list was provided well in advance of the election, something not afforded to any of the other candidates. None of the losing candidates had access to this up-to-date date mailing list in advance of the election or the electronic mailing labels. These labels were used exclusively for the benefit of the winning six candidates.

Click on pictures to enlarge the letter:

Update on 1/16/08:

Lee,

Regarding your original testimony of the endorsement letter, you asked that I not share it with anyone publicly. I have abided by your wishes for as long as I could. Now, some UMCA members are urging me to show the evidence of the truth behind "your" letter. I know you will be upset and probably even mad at me, but I can no longer protect you. The UMCA members who seek the truth have to come before our friendship. Sorry, but I am posting this entire e-mail on the blog and everything else I have. This is really about the UMCA's screwed up system and the paying member's voices in this non-profit government are mostly being sealed off by a few people on high horses. It's all wrong and you do know that.

Mavis

----------------------------------------------------------------------------------------

From: Leebikevan@aol.comDate: Thu, 19 Jul 2007 21:14:31 -0400Subject: The good, the bad, the ugly, you pickTo: Bp4elk@aol.com; outthere@adventurecorps.com; raamone@cox.net; pat@ospreystudios.com; rg_class@hotmail.com; hogansk@us.ibm.com; Nickgerlich@cs.com; dtsloan@gmail.com; info@guusmoonen.com; mavis_irwin@hotmail.com; hmurphy@lonepinetv.com; lou@cycling-videos.com; paul@sparrow-hawk.orgCC: boethling@comcast.net; kenbonner@telus.net; milemnic@msn.com; NancyGuth@aol.com; hoppo2005umca12hrchamp@hotmail.co.uk; UMCAHQ@aol.com; j-jamison@sbcglobal.net; rloomis@crocker.com; DNorvelle@aol.com; muffyritz@cox.net; roark@tfb.com; jhs1117@comcast.net; ultracindi@juno.com; merryvl@yahoo.com; terry@terryz.net

Seems to be the time.

I met John Hughes on a PAC Tour in 1988. We were slingshotting like the dickens down some nice hill in Arizona, I think. Have crewed for him on two very hot 508s and two very very hard RAAMs. He has been my friend for a long time.

Early this spring, before the full list of candidates was published, not knowing the full slate, I was asked by John to endorse six of them for election to the UMCA Board of Directors, I either knew those six directly or had heard of them and read their bios. Seemed good to me. I had previously nominated Bill Palmer and Mavis Irwin, both superbly capable of doing a good job on the Board.

The endorsement letter was originally written by Jeff Stephens. It passed back and forth between us until it had the language I liked.
It was commercially mailed by Jeff.
I helped pay for it.
I was not forced to sign it.
I did sign it and therefore am responsible for it.

I repeat, I did not know of the full slate of candidates. Some of those I have known, worked with and for and respected for many years. If I had known, probably/maybe I would have written otherwise. Or not written at all. It is done.
So---that's the bad and the ugly, at least so far.

The good::::: of the 18 candidates only five I have not personally met, not crewed for, not crewed with, not helped.

Ken, met you on the 1200k brevet in BC in 2005.
Pat, enjoyed to the utmost crewing with you for Gerry Tatrai in 1992 and 1993 ! Let's go again???
Nick, if I am ever in Texas, I'll stop by.
Bob, thanks for the help with the dead RV on Cat's RAAM in 2005.
Seana, helped you a bit for the LA Grand Tour, just wish I had been with you OR Muffy during your exciting and epic races !!! Wish the men had such a great rivalry, you betcha.
Chris, glad you were able to finish RAAM 2005 with my neck brace.
Mavis, wish I could crew for you on this coming 508, but am committed to the PAC RATS.
Chris, I saw you jump up on the stage at rider intros in San Francisco when all the other riders had walked up the side stairs. Great start and finish to RAAM!
Lou, thanks for our recent conversations--felt like hell for your effort when I saw you at Wolf Creek Pass this year. Tears are hard to measure. Nobody can ever take away your effort and dedication.
Russ;, thanks for crewing for Becky's RAAM. Think I worked you pretty hard !!
Guus--you have always been a great person at RAAM. A pleasure to see you every year.
Hugh, crewed for you on a couple of hard 508s and a really hard RAAM. Won't forget.
Bill, I expect to see you on some riparian reconstruction project in the near future.

Paul, Joe, Jerry, Doug, Merry--keep up the good work for all of us, we need all the help we can get for our singular addiction to ultra-cycling.

My very heartfelt apologies to all those I have offended this spring. My apologies to those I offend today.
Try my shoes on, they won't fit you either.

Take care, Lee

No justified help for other candidates's campaigning

2007-11-17T19:27:00.000-08:00

The six winning candidates received a great benefit, (or boost) in the election by having their campaign endorsement material mailed to voting UMCA members on a timely basis.

Mavis Irwin, a losing candidate, decided to conduct her own campaign mailing. Almost forty days prior to the voting deadline, she requested that the UMCA send her the electronic mailing list, same one used for the Lee Mitchell letter. (Some other candidates also placed this request.) This was a legal mailing list request, per the UMCA Bylaws. Irwin did not receive this list until June 5th and the deadline for voting was June 9th. Plus, the mailing list she received was in “hard copy” format, not in label form, thus she had to enter every name and address into her computer to produce her own mailing labels. This process took her over a week, by then the voting deadline had passed. Irwin sent nothing, having been denied equal and timely access to the mailing lists. The UMCA has no reasonable comment as to why it took so long for them to send Irwin her mailing list.

Conflicts of the "Lee Mitchel letter"

2007-11-17T17:31:00.000-08:00

A losing candidate, Bill Palmer, submitted his biography to the UMCA secretary, for publication in the voter package in Ultra Cycling Magazine. Bill Palmer’s opening sentence in the bio he emailed to the UMCA read as follows: “Thank you Lee ‘Fuzzy’ Mitchell for nominating me to run for the UMCA Board of Directors.” This opening sentence was missing in the voter package in Ultra Cycling Magazine. This was a very important sentence for Palmer and for the UMCA Management. If this sentence were to appear, it would not coincide with the Lee Mitchell endorsement letter. It would look odd that Mitchell endorsed six particular candidates in his letter, of which Palmer was not one.

In fact, Mitchell also publicly nominated Mavis Irwin to run for the Board of Directors and yet she was not one of the six people he endorsed in his “Lee Mitchell letter.”

Bill Palmer has produced his original email to the UMCA with the date stamp on his emailed statement and will send anyone else his copy of the letter containing his statement. Despite several requests to the UMCA since August, no copy of the statement Palmer sent to the UMCA has been produced. They contend that Palmer is lying about the omitted opening sentence.

Another losing candidate, Seana Hogan, had an editor’s note added to her published biography in the UMCA magazine, noting her relationship with another candidate. The UMCA editor should have checked with Hogan prior to editing information in her submitted biography. The UMCA’s response was it was wrong of Seana to “hide” her relationship to another candidate. She was not hiding her marriage to Pat Enright (also a losing candidate) – she didn’t feel it had a place in her 150-word limit candidate statement.

Seana's pay-for rejected political advertisement

2007-11-17T16:43:00.000-08:00

Seana Hogan wanted to purchase her own political advertisement in Ultra Cycling Magazine. After the Managing Director, who is also the chief editor of the magazine, realized that Hogan was planning to purchase an ad in the magazine, the UMCA made the following announcement on the UMCA website: “Out of fairness to all candidates, no advertisements from, for, or about any candidate or campaign issue will be published in either the January-February or March-April issues of Ultra Cycling. The only exception is that already planned ads for events in the JMC will be published in the January-February issue.”

Reference of the announcement--located near the bottom of webpage.

(Ironically, this fairness to all candidates was reversed by the same Managing Director when he took the lead in putting together a campiganing letter for the six he wanted to win.)

This was what Seana's advertisement said:

The UMCA Needs You Now!

Spring is just around the corner, and all of us will soon be enjoying another summer of epic rides, races, and meetings with dear friends, old and new.

This letter is a call to action, not only to prepare a new cycling season and make it special, but also to take a closer look than ever before at the organization that runs our great sport, namely the UMCA. The future of ultra cycling rests in the hands of the UMCA and—if you use your vote—in your hands too..

Those that follow the Ultra Cycling list on Topica.com will know that a vivid debate has been taking place, sparked by the purchase of RAAM by the UMCA. To some of you this will come as news.

The purchase required a change of the UMCA constitution, in which all members should have been given the opportunity to vote. After weighing all the issues, I am still not 100% sure which way I would have voted. But the point is: as a UMCA member I would have liked information and the chance to have some say in the matter. After all, it affects my organization at the most fundamental level. I was only informed through the topica listserv, after the RAAM deal had been agreed upon.

Regrettably the RAAM purchase is only the tip of the iceberg. The governance of our association has become very concentrated and is now in the hands of a small group of individuals who don't answer to the general membership. This is a sorry state of affairs, and in my view we are all responsible for allowing it to go this far. We have been slowly deprived of all our rights to influence our organization, and the Board of Directors has been non-functional. The solution lies in all of us learning more about the UMCA, and voting in the forthcoming elections.

The wonderful thing about our democratic system is that we, the ordinary people, get a say in how things are run. And as they say: "Use it or lose it!"

A newsletter will arrive in your email box soon. This will inform you of some issues I hope you will consider when choosing how to cast your vote in the forthcoming election. I do not propose to suggest who you vote for, because I prefer that you make up your own mind. But most of all, I ask that you take a little time to work out what the real issues are and to consider how these affect your vote.

If you have any questions, please send them to this email address: seana@ultracycling.us

(Link to the original.)

Not all paying members permitted to vote

2007-11-16T19:35:00.000-08:00

The UMCA instituted a last-minute rule that requires all voting members to sign a waiver promising not to sue the UMCA. Starting in April, a month before the election started, all members who join the UMCA must sign a waiver not to sue, so these members were required to provide their signature, birth date, and addresses to the UMCA prior to a certain date for their vote to count. Any life members who joined prior to this waiver rule were not allowed to vote unless they submitted a waiver not to sue. For some of them it meant losing their legal rights protected by their life memberships before the rule was in place. Nothing in the Bylaws state members must agree to sign a legal waiver in order to cast a vote. The UMCA reportedly has a dismal history of obtaining votes from members for BoD elections.

Data:

2003 2004 2005 2006
1,240 1,354 1,258 1,658

The UMCA has held three elections.

First got 150 votes, second got 100 votes, and third 250 votes (third election was the one involving the Mitchell letter and the formal protest).

Violation of private policy

2007-11-16T18:39:00.000-08:00

At least one UMCA member on the private mailing list was sent the Lee Mitchell letter, meaning that the UMCA illegally released this private person’s address to an unauthorized non-Board member who actually mailed out the letters. It is possible that additional private member’s addresses were also released, however there is no way of knowing since the UMCA will not conduct an open investigation on this matter. (The SaveUMCA team heard of at least three other private members who also got the letter, but they are still investigating these claims.)

None of the losing candidates had access to this private mailing list. This private member has indicated that he is resigning from the UMCA and is demanding a refund of his membership fee. Not all public UMCA members got the Lee Mitchell letter, and not all private members got the letter either. However, if you are on the private list and got the letter, please contact UMCA co-founder John Marino immediately. He will protect your privacy and ensure this is not overlooked. E-mail: raamone@cox.net

Reference: May 5th public post concerning the private contacts.

Updated March 19th, 2008:

On November 30th 2007, Jack Bochsler agreed to come public with the other members of SaveUMCA Team. He was a UMCA member since 2004 and his contract information was never public. UMCA privately e-mailed him (and Marino) on or about October 27, 2007:

Joseph M Jamison wrote:

John and Jack,

On behalf of the Board and members of the UMCA, please accept my sincere apology for this unfortunate error. If you will forward copies to me of the material you have, related to the incident, I pledge that we will see what additional safeguards must be provided to see that this doesn't happen in the future. I will see that this problem is included in the concerns being addressed by the working committee presently developing procedures for the next election.

Respectfully, Joe Jamison: Pres.

Jack have since withdrew his membership and moved on because it was clear it was a hard mistake to make. Furthermore, if Hughes compared the public UMCA directory and the list he gave Jeff Stephens alphabetically, it wouldn’t take him long to notice “Bochsler” was supposed to not be there like it never was ever since he became a member in 2004. In the May 5th, 2007 public words of Hughes on the topic: “There are multiple ways to validate the list and I've done that. That isn't my point. If someone is going to make a serious public charge about someone else without providing any evidence, that is nothing more than an unsubstantiated rumor, not a statement of fact.”

Board's decision relating the unjusticed election

2007-11-16T07:23:00.000-08:00

The formal complaint lodged by the 12 losing candidates regarding election improprieties should have been reviewed by an independent group of people. Almost half of the UMCA Board members who voted on this issue should have rescued themselves from the vote. They benefited from this past election and should not have acted in judgment on this issue as shown in the letter to UMCA members below.

2007 Election of Directors

September 17, 2007

On June 27, 2007 the UMCA Board of Directors (the "Board") had met by teleconference call and confirmed the results of the 2007 election of Directors to the Board.

On September 6, 2007, the Board held a hearing in two sessions regarding the 2007 election of Directors to the Board. The first session was to hear a statement from John Marino, co-founder of the UMCA, regarding the handling of the 2007 election. The second session was to hear the report of the Executive Committee of the Board: Joe Jamison, President, Chris Hopkinson, Vice President, Russ Loomis, Treasurer, Nancy Guth, Secretary and John Hughes, Managing Director (the "Executive Committee"). This letter is intended to provide the UMCA membership with the results of the Board's hearing.

At approximately 7:00 p.m., Eastern Time, Mr. Marino joined the Board members in attendance via teleconference to present his remarks. Mr. Marino was provided 15-20 minutes of uninterrupted time, followed by 5-10 minutes for the Directors to ask for clarification of his remarks if required. At no time was Mr. Marino to be rebutted on his remarks. Mr. Marino did not refer directly to the points in his letter of August 5, 2007, but rather focused on the history of the UMCA, the importance of timely response to problems voiced by the membership and the image members develop from the behavior of the Board. At approximately 7:30 p.m., Mr. Marino indicated that he appreciated the opportunity of addressing the Board. The Board thanked Mr. Marino and expressed its appreciation for Mr. Marino's dedication and work to the UMCA.

Following the conclusion of Mr. Marino's statement, a break was taken and the Board reconvened with the second session to hear the report of the Executive Committee. Comments from several Directors confirmed the respect Mr. Marino holds with this Board. It was expressed that his comments were from the heart, reflecting his passion for the sport and the organization.

The Executive Committee stated it reviewed each allegation made in the letter from Mr. Marino dated August 5, 2007. The Committee noted it was troubled by the inadvertent delay of the election. It also acknowledged that Mr. Marino raised many complaints, using adjectives such as: unfair, unethical, immoral, disingenuous, suspicious actions and morally questionable behavior. However, the Committee noted that these criteria were subjective and personal in nature making it difficult, if not impossible to fairly assess and evaluate. Instead, the Committee reviewed the adopted standards set forth in the UMCA's bylaws and rules for the election. After doing so, the Committee concluded that no violation of the bylaws or rules occurred.

It is the opinion of the Board that, during the election, there was aggressive campaigning on the part of some of the UMCA members. Judging from the prolonged intensity of the campaigning, this level of campaigning is not acceptable in the future. This level of campaigning was the central target of criticism in Mr. Marino's letter. Recognizing this, on August 10, 2007 the Executive Committee created the Committee on Board Elections for the express purpose of studying the complaints raised by Mr. Marino and others, and to then make recommendations for any necessary changes to election procedures.

Therefore, the Board reconfirmed that the 2007 election stands and, that aside from missing the date for holding the election, no other specific bylaws were violated.

Joe Jamison,
President, UMCA

UMCA rejected to redo the unjustifed election

2007-11-16T06:59:00.000-08:00

When the complaints were formally presented to the UMCA Board of Directors, there was a consensus of opinion among Board members that mistakes were made by many people involved in the election. No particular individuals were willing to own up to any mistakes or injustices. The Board was very receptive to correcting all of the complaints in the “next” election, however no apologies were forthcoming for this past election.

The 12 candidates suggested that one way to rectify this entire situation was to repeat the election in a fair manner, the way it should have originally been presented. The recommendation was that a first class letter could be sent to all UMCA members with a cover letter explaining that due to the poor voter turnout, a repeat vote is requested. The letter would contain a list of candidates, correct unedited biographies, and a self addressed stamped post card that would serve as the ballot. All members would be urged to fill out their ballot by a certain cut-off date and drop it in the mail. John Marino offered to cover all costs of the mailing, as not to deplete the treasury. This was a harmless alternative that would have prevented any further discussion on this matter. Despite the several injustices in the past election, the losing candidates all agreed to abide by the results of this repeat election. The UMCA Board rejected this plan. The Board’s repeated position of believing that the past election was fair and valid, despite agreeing that an election committee with new election rules are needed, creates suspicion in the minds of many UMCA members.

A repeat election is sensible, logical, and potentially would result in new and/or the same Board members that were actually elected by a large segment of the membership. What is so harmful about this alternative? This blog is part of the fallout brought on by the current UMCA Board and something the Board fully expected.

This begs the questions. Is the Board more interested in the welfare of the membership at large, or their personal benefits as being leaders of the UMCA? The UMCA appears to be quite willing to take your donations as they praise their new founded non-profit democratic status, but when it comes to actually behaving like a democratic non-profit organization, that’s a different story altogether. It appears that too many people in the current controlling factions of the UMCA government also have private agendas, thus the cause of all this unrest.

Why would our UMCA leaders go to such great measures to pre-select candidates in a public UMCA election? Why risk being caught and tarnishing the reputation of the UMCA? What is so important about these six candidates or perhaps, what is so harmful about the losing candidates? The UMCA management seems to go to great lengths to silence certain people and restrict fair access to the UMCA Board. Why not make this go away by permitting a repeat election? It’s believed by many members that some UMCA Board jobs are up for renewal at the end of 2007, thus the importance of crafting a Board with like minded views.

Now, since the UMCA owns RAAM, this presents a whole new set of possibilities that have not yet been fully disclosed. There is still much we don’t know about this deal. We know that some Board members are also partners in a private corporation called RAAM, LLC. This does present some conflict of interest situations that the Board will simply not address. Much is still not known about the terms of the RAAM contract. Despite some members requesting copies of the RAAM contract documents, (as allowed per the Bylaws), the UMCA has yet to comply.

Perhaps the UMCA should return to a private ownership or should sever all associations to owning RAAM. It would help if the UMCA leaders would come to terms with the true spirit of a non-profit association, and conduct business openly.

Questions we need to ask ourselves

2007-11-15T21:43:00.000-08:00

Sponsors:

1) Do you feel the UMCA should put your company’s logo on the UMCA’s homepage after all of these years, especially if you donated money/equipment to UMCA?

2) How did you feel about having your logo in small print on the back of RAAM's $20 T-shirts in 2007?

Donors:

1) The UMCA did thank all of you, like old friends, but were you ever aware and concerned about the UMCA’s questionable actions, such as those impossible to deny, listed in this blog?

12/24/48 Event Directors:

1) How do you feel about RAAM overshadowing your events on the website and in the magazines?

2) Sure, the UMCA has a couple of programs in place devoted to your events, but do you ever feel it is helping to make your events better known?

3) Do you think the space in the UMCA magazines can be better used to cover your events? Instead, 20-50 pages of the 60-100 per year are filled with updated names and lists. (These types of lists are more suited for updates on the UMCA website.)

4) How do you feel about the RAAM Program being released 6 days after the start of RAAM with over 30 pages of information already found on the RAAM website? Would you prefer that some of that space be used for your summertime events or programs that actually involve you?

UMCA current and former members:

1) Did you ever win an event, placed high in the standings, or break a record, but get more ink in the UMCA magazine for having DNF'd?

2) Do you feel that your $35 per year membership dues were fair after you were denied your right to have UMCA Bylaw violations investigated? Do you think it is right for a member who breaks a cycling record to wait for as long as 6 months for the magazine to recognize and announce this accomplishment? Should you be expected to use your own stamp and envelope to send in your voting ballot? How do you feel when UMCA magazines arrive 1-2 months late and look like cheap newspapers compared to those colorful, glossy magazines from other $15-20 per
year membership non-profit organizations?

3) Do you think you might be more motivated if you could read more articles about average cyclists participating in 12/24/48 hour events? Would you like to know more about these events?

Predictions of what will happen next

2007-11-15T21:15:00.000-08:00

Based on what has transpired in the UMCA up until this point in time, these are only predictions. Should these come true, we will not be surprised. (The UMCA has not surprised us for a long time now.)

Prediction #1: When the current Managing Director's contract expires, a new contract will be written by the same Executive Committee members that decided that there were no violations of Bylaws, regardless of all the evidence that has been presented. This new contract will likely not be shown to the UMCA members, who are legally the owners of the UMCA and have legal rights to view these UMCA contracts.

Prediction #2: The current Managing Director, who was in this position for the pass nine years, may continue, or turn over his reigns to somebody he knows will handle things similar to how he did them. (We will not say names, but we know of a few possible candidates. It’s scary.) We do have a volunteer, Lou Lamoureux, interested in the position and has plans to make the UMCA grow quicker. UMCA chose to publicly tell him how hard the job was and will likely continue to keep him out of UMCA's government system. There are no known report of UMCA seeing his resume and in-detail plans he provided to people who asked him offline.

Reference: UMCA Managing Director Position volunteer.

UMCA's public comments relating managing director position volunteering.

Prediction #3: The Board will change the Constitution and Bylaws, so it will be in harmony with the RAAM Sale. They do know there are changes they need to make in the Constitution and Bylaws. Update on December 2007: No change were done to make the UMCA-RAAM partnership legal in the UMCA's Constitution and Bylaws in the October 22nd, 2007 Bylaw amending meeting. Update on June 2008: Still no public report of the change. Thus, the partnership is violating the UMCA Constitution and Bylaw for 1 and 1/2 years now.

Prediction #4: The UMCA government is leaning towards a ban of all future campaigning by candidates. Their reason was due to “aggressive campaigning” in the last election. How many of the 12 “screwed up” candidates were aggressive? In reality, the six winning candidates were the beneficiaries of 'insider' campaigning efforts by our UMCA Managing Director and his loyal Board member/friend.

Prediction #5: The Executive Committee will continue to take full control of things with the inputs of the RAAM wing. The remaining members of the Board of Directors will continue to be largely ignored when they raise ideas and questions.

Prediction #6: If any UMCA members at large e-mail the Board about something serious, the members in the Executive Committee will say something along these lines: "Thank you for bringing this to our attention. We will get back to you shortly." Then they typically neglect their duty to meaningfully reply to dues-paying UMCA members. (This is already happening.)

Control of communating channels

2007-11-10T11:28:00.000-08:00

The control of what goes into the UMCA magazine is one thing.

Trying to control the UMCA on-line forum is another thing.

To those who may remember, the UMCA started an open forum on the Topica site for discussion of things related to ultra marathon cycling. Since the actions of the Managing Director were being criticized on a regular basis, he shut down the Topica site. He started a new forum under the Google server with the ability to censor posts, and prohibited all political discussions. In summary, he silenced his critics.

It was recorded that one UMCA member did dare to test the enforcement of the UMCA-controlled new Google list. He has now been banned from this list. Interestingly, one of the candidates who won the May 2007 late election violated the new list's “no politics rule” on several occasions. Even with these banned posting by this elected Board of Director member, he was later made the UMCA's new Vice President. (Unable to provide links because this Google list can't be viewed by non-members.)

The UMCA members are now left with literally no freedom of speech through the UMCA channels. Yes, there is now an UMCA-controlled yahoo group list for political issues, but anyone who dares to question someone's actions (such as the Managing Director) can be booted off by him.

Trying to hide the old public records?

2007-11-10T10:18:00.000-08:00

Curiosity, an independent non-UMCA member enjoying the ultracycling sport kindly moved 7 years of ultracycling posts from topica to a new ultracycling list on the google server months before the UMCA-owned ultracycling google list was set up. His purpose was to give the ultracyclists a more dependable list than the lagging topica. One can wonder: Was the Managing Director trying to put the public records of his past actions under rocks? This google list with 7 years of topica posts were what the Managing Director himself publicly mischaracterized at least twice.

Reference: Purpose of Joe Gross setting up the google list and waiting for making the move official.

Joe Gross's comments when Managing Director decided to make his own google list instead.

The Managing Director mischaracterizing the "Joe Gross's" list.

Joe Gross's reply to the major mischaracterizing.

Managing Director's last mischaracterizing and reply.

Election of a Non-UMCA member (who publicly resigned his membership)

2007-11-09T09:38:00.000-08:00

The appointed Vice President of UMCA publicly resigned from his office and the election. He also withdrew his UMCA membership. Original public e-mail:

This is a sad day for me. I am withdrawing from the election, resigning all offices which I currently hold as well as my membership in the UMCA which dates from 1986 effective this date.There have been too many implications by too many people to use legal action for ?what? My God...it's a bike club...are you crazy?? I personally don't know of anything that has transpired that would justify that action, but I'm at the age where I couldn't recover from a financial penalty if there was one and I can't trust you people to be reasonable. I've 14 grandchildren who may need my support for college and the risk isn't fair to them.Don't bother to flame me or gloat that you finally drummed out one of Hughes' cronies. I won't be reading it. I'm unsubscribing and I will NOT take calls, or e-mail from ANY UMCA member. I'm done!

Joe Jamison

----------------------------
The Managing Director's e-mail of support:
----------------------------
Joe and I have been good friends for many years. Joe has chaired the JMC for the past four years, a time of tremendous growth in the program. Joe also puts on the UltraMidwest series - two double centuries and the 24/12/6 hour races.

Joe is a good man. He's worked very hard on the JMC and on promoting events. He's given a tremendous amount to this sport.

It is absolutely outrageous that people would express such venom on the listserv that Joe would decide to resign.

Staiger, your malicious posts are a clear example of why RAAM refuses to allow you to officiate. They demonstrate why one year in RAAM your crew dumped all your gear out of the van, drove off and left you. You haven't done squat for the UMCA - and your vicious remarks have driven a fine man out of the UMCA.

Read through UltraCycling since 1998. Do you find any articles by Staiger? Do you find any programs she is helping as a volunteer . . . or even participating in?

I am very saddened that Staiger has driven Joe out of the UMCA; however, I support Joe's decision 100%. I've written him to thank him for all he has done and to let him know that I value our friendship above all. And I am very sorry that comments on the listserv have caused him to resign.

Cordially,
John

As of this post, the UMCA owners (all of the members out there) didn't see any public post that indicated Jamison was back as a UMCA member. The first known public report of Jamison being back is after UMCA counted Joe Jamison's ballot and elected him. The UMCA members at large can only wonder if he came back because the Managing Director and others realized he would win the election even through he publicly took off. The members repeatedly asked the UMCA why Jamison was included in the election and got no straight answer so far. Thus, when thinking along the line of the law, the UMCA elected a non-member and this is legally in violation of the UMCA's Bylaws. The UMCA decided to not communicate with the UMCA members questioning this and made Joe Jamison a new Board of Director and he’s now the UMCA President.

Managing Director's role in RAAM matters

2007-11-08T21:20:00.000-08:00

After the sale of RAAM, the UMCA’s Managing Director publicly posted his role, as follows: "The employment contract with the Board remains my sole organizational responsibility. I am not, nor will I be an officer or employee of RAAM." This same Managing Director also said in the Nov-Dec 2006 UMCA magazine that he would however become involved in RAAM matters through programs having no financial benefits to him.

Some members have valid concerns that the UMCA’s Managing Director is getting too heavily involved in RAAM. Many UMCA members are non-RAAM customers. The UMCA seems to take this “in your face attitude” about RAAM and force you to buy into the big box notion that RAAM is the “be all and end all” reason why the UMCA exists. For example, in a public post in early May, our Managing Director comments, "I'm working on the RAAM Guide in VeloNews and the UltraCycling/RAAM program. I will be devoting almost all my time to them."

A dereliction of duty: One of the losing candidates in the BoD election, Mavis Irwin, (and others) requested a UMCA directory a couple of days prior to the Managing Director's e-mail Topica forum post relating to his time commitment to the RAAM program (as explained above). It is evident that the Managing Director didn't put UMCA member’s business first because their request for an electronic directory was not sent for almost 40 days (then it was a paper copy for Irwin). Our Managing Director was observably so preoccupied with RAAM business that he contributed to the loss of opportunity for several of our members who thought they were candidates in a fair election. (For paper copies of the public UMCA directory during non-emergency times, the requests typically were completed in about 14 days for the “favorable” UMCA members.) Here, it was suspected that the Managing Director put RAAM first and ignored the candidate’s justified need for fairness in the last election...and these people were his customers.

Updated in June:

(Update with more evidence pending.)

E-mail to Managing Director's Friends

2007-11-08T18:34:00.000-08:00

Some of the outsiders got the e-mail below from the Managing Director calling for attacks on two UMCA female members. This action was clearly a call for termination of the Managing Director according to the contract. The UMCA, however, ignored what easily would be a lawsuit and the Managing Director never publicly denied this.

This is still under investigation.

Original e-mail forwarded from an anonymous tipster and validated by a different anonymous tipster forwarding the same thing:

Subject: Favor
Date: Sun, 6 May 2007 11:55:19 EDT
From: UMCAHQ@aol.com
To: __________________

Hi ________

I hope all is well!

You're on the ultra chat list at Topica and you've probably seen the many malicious messages from Cindi Staiger, Seana Hogan and othes. As a result of all of this Joe Jamison, a very good man, has decided to resign. Their attacks drove him out of the UMCA.

Would you please post a note to Topica - in your own words - making two points:

1) the posts of a few people have have destroyed the value of this forum. If you want you can be specific - the posts of Cindi Staiger and Seana Hogan have so poisoned the forum that . . . or, if you prefer, don't name names.
2) as a result you are unsubscribing and from now on will rely on the Google group for you information about the sport. You are already a member and that is where we will post any UMCA and RAAM information.

Many thanks!

cheers,
John Hughes
Managing Director
UltraMarathon Cycling Association
PO Box 18028
Boulder, CO 80308-1028
director@ultracycling.com
www.ultracycling.com

Update:

Missing loops in UMCA financial reports

2007-11-05T19:53:00.000-08:00

For a long time, people were questioning the status of the holes in the UMCA financial reports. Due to pressure from UMCA members, the belated 2003, 2004, and 2005 financial reports were finally published in the Jan-Feb 2007 UMCA magazine. UMCA members were skeptical of the reports, as one publicly put it:

HI All,
I just got Ultracycling in the mail and I also had a chance to peruse Seana Hogan's website (http://www.ultracycling.us/newsletter03.html). Thanks Seana! If her information is correct, then the UMCA financial statements are wrong. I'm an MBA, not an accountant, so a CPA could probably spell this out better, but I'll take a stab at it.

John Hughes receives two full page ads in every issue of Ultracycling as part of his compensation. In this post-Enron, post-Worldcom era, everybody should recognize that 2 full pages of advertisement has value and that value should be reported as income to John Hughes and as an expense to the UMCA. Since the UMCA is on a cash basis, I think they only have to report the amount that JH actually uses (while an accrual basis would require writing off the whole amount whether he used it or not). The total annual value of this perk is a maximum of $1350. Not much unless you consider that to be almost 10% of his old cash salary. Does he sell his space to advertisers when he's not using it?

Next. John Hughes has a license to use the UMCA brand for Jerseys, windbreakers, etc. while the contract doesn't specify what this is worth, it does have value and the IRS would probably want to know what the value is and therefore it should be listed in the financial statements or at least addressed in the written explanation that accompanies the statements. Any accountants want to take a stab at valuing the brand? I'm guessing that the IRS would assign some percentage to the actual jersey and commemoratives sales. I, like Seana, am shocked that money spent on UMCA jerseys does not go to the UMCA.

Finally. Back issues of ULTRACYCLING...This has value and should be reported, John makes money off of the back issues and this should be reported as compensation to him, after all the printing costs are listed as an expense to the UMCA. Again, I'm shocked that money spent on back issues of Ultracycling does not benefit the UMCA. Are there any checks in place to make sure JH isn't purchasing more than is necessary? Is the UMCA paying the shipping on these magazines(if so, talk about pure, no risk profit)?

Individually, it might not seem like a lot. he might not make a lot on the advertising, or the jerseys, or the back issues, but add it up and there is a big gaping hole in the UMCA financial statements, maybe not WORLDCOM big, but big enough to make me wonder...if the financial statements don't show a measly $1300 bump to his salary, what else don't we know? What other things are hidden? What other ethical lapses are there?

Sincerely,
Lou Lamoureux
P.S. this is not a joke.

Delay of Board of Director elections

2007-11-04T17:34:00.000-08:00

Background: The Board of Director members have two-year term limits. Vacancies for positions on the Board of Directors shall be filled in the following manner: The Board shall establish nomination procedures each year not later than the September-October issue of the newsletter for any position which is vacant or whose holder’s term will expire that year. The ballot then shall be included in the November-December issue of the newsletter. Completed ballots shall be returned within 45 days of the date of the mailing of the newsletter.

What happened: The December 2006 election didn’t start until May 2007. So, starting in January 2007, a small group of concerning UMCA members pressured UMCA to get moving with the election. (UMCA did say they were delaying the elections because of the RAAM sale pending, which was a move not all the UMCA Board of Director members knew about until about November 22nd after they were lied about it in October. November 22nd was a date AFTER the September-October magazine was supposed to be finished.)

Reference: First public urgent to start the election.

The 2006 election spanned six months, from the start of “pressuring to hold the election” to the deadline date of mailing ballots. It should normally extend four months, per the Bylaws. Yes, part of this was because of the magazine not being ready on time, plus the slow bulk mail delivery during the first three months of 2007. However, it doesn't explain reasons for the UMCA's long delay (between August 2006 to December 2006) for getting the election process going. Based on the timeline, if members were not publicly pushing for the UMCA to get started with the election, the 2006 election may not have been concluded until September 2007.

Out of fairness to the UMCA, the Managing Director did attempt to help the situation. Prior to UMCA member's urging to proceed with the election, he posted two magazines on the website. The candidate statement deadline was postponed, so candidates would have a chance to submit their statements. Even the last-minute “illegal” resister to vote deadline was postponed from two weeks to four weeks from the date of announcement. Lastly, the Managing Director sent out the magazines containing the ballots through first-class US mail costing the UMCA over $2000. The Managing Director could have packed only the election material and the ballot in an envelope and mailed it first class non-profit status, costing about $300-$400, then send the magazine through normal bulk mail. This would have saved the UMCA a considerable amount of money, plus provided a larger turnout of voters in the election. Why was the ballot sent in the magazine, buried on page 27? We can only speculate that if he would have done a special mailing of the ballot, the voter turnout would have been larger, thus less possibility of controlling the voting population of the UMCA, less possibility of electing his six pre-selected candidates in the election.

Meanwhile, seven directors on the UMCA Board were serving illegally for six months (six to be elected by UMCA members and one to be elected by RAAM, LLC Inc.)

The inside circle of RAAM sale and operation in partnership to UMCA

2007-11-03T23:00:00.000-07:00

The majority of the people involved in the sale of RAAM to the UMCA and the creation of a “for profit” corporation called RAAM LLC, Inc. (who were granted rights from the UMCA to produce RAAM) are leaders in the UMCA government and investors in RAAM LLC, Inc. In other words, these individuals are wearing two hats and are in conflict of interest in several areas. What is best for the UMCA and what is best for RAAM is not always the same. What we have is a private company taking advantage of a non-profit 501(c)3 association and maximizing their personal earning potential. It is believed by many UMCA members that these private investors are trying to have as much control over the affairs of the UMCA as possible.

Fred Boethling:
RAAM 'Angel': Boethling and Hughes are the leaders in buying RAAM from start to finish.
RAAM LLC, Inc.: The CEO has exclusive rights to host RAAM for the next 5 years and also is investing in the company.
RAAM Officer: Boethling is the RAAM President/CEO.
UMCA-RAAM Business: Crafted the contract between UMCA and RAAM.
Executive Committee: Boethling is now a non-elected member, non-attorney, present in the committee making UMCA Bylaw changes as reported in the September-October UMCA issue. You can observe that all changes will benefit his earning potential in RAAM.
Board of Directors: Boethling is now sitting on the UMCA Board instead of the RAAM Race Director, per the rules in the Bylaws. He takes part in all known teleconferences.

John Hughes:
RAAM 'Angel': Hughes and Boethling are the leaders in buying RAAM from start to finish, as Hughes reported in Greg Pressler’s article.
RAAM LLC, Inc.: Hughes is investing in RAAM LLC, Inc. and he said his profits from RAAM, LLC will go to the Annemarie McSweeney Program. However, there are UMCA members who have lost trust in Hughes and wonder about this.
UMCA-RAAM Business: Hughes assisted in developing UMCA's contract for licensing RAAM to RAAM LLC, Inc. Hughes is the Managing Director of the UMCA and presents a clear conflict of interest in all matters that involve RAAM. (Again, this is why some UMCA members wanted to see the contract between UMCA and RAAM.) All requests for seeing the actual contract have been denied.
Executive Committee: Of course, he is on the committee.
Board of Directors: Of course, he's part of the Board.

Terry Zmrhal:
RAAM 'Angel': One of the donors helping to purchase RAAM.
RAAM LLC, Inc.: Zmrhal is an investor in the company.
RAAM Officer: Zmrhal is the Race Director--and was supposed to be on the Board because of his title, not Boethling.

Muffy Ritz:
RAAM 'Angel': One of the donors helping to purchase RAAM.
RAAM LLC, Inc.: Ritz is an investor in the company.
Board of Director: Elected member of the Board, who voted to approve RAAM Sale. Her Board term will end when the next election is completed and approved.

Lee Mitchell:
RAAM 'Angel’: One of the donors helping to purchase RAAM.
RAAM LLC, Inc.: Mitchell is an investor in the company.
Board of Director: Elected member of the Board, who voted to approve RAAM Sale. His Board term ended on June 2007, after the May 2007 election approval.

Jeff Stephen:
RAAM Officer: Currently working in the VP Sales and Marketing area.
UMCA-RAAM Business: Helped Hughes write the 'Lee Mitchell Letter' for campaigning for the six candidates Hughes wanted on the Board. He mailed the letters.
Executive Committee: UMCA Treasurer at the time of RAAM Sale.
Board of Director: Took part in the meeting to approve the RAAM Sale, but didn't take part in the voting. He later resigned from the Board to work as a RAAM officer to avoid any legal conflicts of interest.

Walt Chapman:
RAAM 'Angel': One of the donors to helping purchase RAAM.
RAAM LLC, Inc.: Chapman is investing in the company.

RAAM sale problems

2007-11-03T22:46:00.000-07:00

The RAAM sale has been a major reason for causing unrest among many UMCA members. The manner in which this sale was conducted, along with the actual published information about the contract, threaten the wellness of the UMCA as an independent, non-profit, and democratic organization.

Some members recognize that about 90% of the things reported in this full blog disclosure would not have happened if the UMCA members knew RAAM was up for sale back in June 2006.

The involved parties of the RAAM sale were the following: The seller Jim Pitre and Lon Halderman. The buyer was the UMCA’s Managing Director, John Hughes, and Fred Boethling, according to John Hughes’s report published in Greg Pressler’s article (click to see article.) Both Hughes and Boethling secretly portrayed themselves as agents for the UMCA, however in actuality they were not. They had no authority to deal or negotiate on behalf of the UMCA. The financial investors or “Angels” involved two members of the UMCA Board of Directors (both on the Board at the time of the sale and they voted to approve it). Apart from these two Board members, most of the official members of the UMCA Board of Directors knew nothing about the sale beforehand. Some members of the Board were even told lies concerning the sale being negotiated in October 2006 when they inquired the movements they noticed.

Based on what has been published by the UMCA, RAAM and the UMCA are two legally separate organizations, but there is evidence suggesting these two organizations are not separated in practice. The details of the RAAM sale are still sketchy since the business contracts are held in private and will likely always be in private. According to the UMCA, the rationale for privacy of the contract is this: Since RAAM LLC, Inc. is a private company, the contract can remain private. In other words, if the UMCA goes into business with 100 different “private” companies, no UMCA Board members or general members will have access to seeing any of the contracts unless the private company says it’s OK. So, each one of these private contracts can potentially violate all sorts of non-profit laws and financially benefit selected UMCA members, and the UMCA members at large will never know. The non-profit status of the organization could be in jeopardy and there is not a thing we can do about it because we will always be kept in the dark on the “essential parts” of our business contracts. This, in fact, puts the UMCA’s non profit status at risk.

Truth to be known: There are parts of this licensing contract between the UMCA and RAAM that our leaders (who happen to be UMCA/RAAM leaders, wearing two hats) don’t want you to know. They have become quite proficient in spinning information, but will not reveal the contract.

More details on the sale of RAAM

2007-11-03T22:00:00.000-07:00

1)Ever since December 2006, there were reports of no one else having an interest in buying RAAM and, “If the UMCA, in partnership with a group of Angels, did not act, RAAM 2007 wouldn’t take place.” (November-December 2006 UMCA magazine.)

In reality, the RAAM sale was negotiated secretly from June 2006 until the public announcement of the letter of intent signed on November 24, 2006. Some UMCA members were upset because they possibly would be interested in buying RAAM. One of the parties involved in the RAAM sale process were well aware of this before they concluded the sale. Here are the real cases:

1-- One of the sellers phoned a foreign UMCA member, Guus Moonen, and asked him if he was interested and he was. Guus Moonen promised to discuss the details the next morning when the time would be better for both sides, but the seller never contacted him again. Then in a few days, the RAAM sale was completed.
2-- A UMCA member, Chris Kostman, had interest in buying RAAM in 1996 and 2000 and the RAAM operators did know about Chris Kostman’s interest. Curiously, they never contacted him about the 2006 sale.
3-- Before the sale was being negotiated between the seller and the current owner, the sellers did have negotiations with another person. However, the deal fell through. Details and the person’s name are not known, but this information came directly from Fred Boethling. Boethling will not reveal the identity of this person.

If the entire Board knew RAAM was up for sale in June, they would be given a chance to investigate, brainstorm, and let the UMCA members know RAAM was for sale. Also, this would be in accordance with the IRS’s laws for non-profit organizations, such as UMCA.

2) On December 3rd 2006, the UMCA Board met through teleconference and voted unanimously for the UMCA “to approve” the purchase of RAAM’s trademark title, even though it was already a done deal, according to the November 24th 2006 public announcement. UMCA members were told that the members of the UMCA Board of Directors had to approve the sale whether or not they agreed with the way it had been done. As clearly stated in the UMCA magazine, the UMCA Board was told that the only other option was to cancel RAAM 2007, which would have been very bad due to the passion for the race and RAAM entrants already training and making plans to participate. Also, the voting was actually not unanimous. One Board of Director member, Catharina “Cat” Berge, resigned immediately in protest on November 22nd, over the RAAM sale. She realized she was previously lied to by the agents of this sale. Another UMCA Board member, Cindi Staiger, didn’t vote either way, out of protest over the vote being a fraud. Later, a third Board of Director member, who didn’t attend the December 3rd 2006 meeting, resigned for reasons he does not want to publicly discuss.

3) Former RAAM owner, Jim Pitre, the RAAM Race Director, served on the UMCA’s Board of Directors according to the Bylaws, which do specify that only the RAAM Race Director title is to be included on the Board ex-officio. Now, Fred Boethling, the RAAM President/CEO, is on the Board. Fred Boethling is not the RAAM Race Director, Terry Zmrhal is the RAAM Race Director. So, all this past time Boethling has illegally been influencing the Board by being allowed to participate as a Board member. It was recently reported that the UMCA is planning to change the Bylaws to fit Fred Boethling’s title rather than having Fred Boethling change his title. In a proper democratic organization, one doesn’t change the Bylaws to accommodate a non-elected outsider to the Board of Director, especially if the RAAM Race Director title still exists. Update in June: UMCA didn't change the Bylaws to fit Fred Boethling's title and Fred Boethling still don't hold the RAAM Race Director title.

4) Some UMCA members have requested on several occasions to see the contract between the UMCA and RAAM, since April 2007’s public posted request. The UMCA chose to say it was RAAM LLC’s business and permission to see the contract needed to be approved by RAAM LLC Inc. This was in violation of UMCA member’s rights to investigate all of the contracts made by the UMCA organization according to UMCA Bylaws. The UMCA members do have the right to make sure the contract is sound, and maintain the UMCA and RAAM as two separate organizations, as they are supposed to be under the UMCA Constitution.

5) The UMCA, the title holder of RAAM, has legal control over RAAM LLC, Inc. Yet, with Fred Boethling on the two highest Boards within the UMCA (UMCA Board of Directors and the UMCA Executive Committee), RAAM is suggested to have a significant sphere of control over the UMCA. Boethling is an ex-officio UMCA Board member and that means he can’t vote, but this allows him access to Board and Executive Committee business. For example, if we look at the Board’s report in the September-October 2007 UMCA magazine, we see how Fred Boethling was present in the Executive Committee meeting to change the Bylaws to make the UMCA less democratic than it was previously.

Members now no longer have the full right to receive the public mailing lists in order to communicate with each other. This is an effort to reduce communication, rather than to increase it, all part of the way the UMCA conducts their business.
Candidates for the Board of Directors will be selected by a Board-appointed Elections Committee. For example, if 4 seats are open on the UMCA Board, the UMCA can legally pick 5 candidates to run for the 4 spots. The “non-selected” candidates must solicit letters of petition from 30 different members and this cannot be conducted through email. This proposes a huge task for a person who desires to run for a Board seat, but is not in “lock step” with the sitting authorities within the UMCA, not exactly a chore worth doing. This arrangement leaves the process open to the creation of an “exclusive club” which can effectively keep dissenting voices off the Board by refusing them space on the ballot. The democratic principle has been lost and replaced by a dictatorial secretive approach. Is this our non-profit organization to promote ultra cycling in our nation?

Problems with the UMCA/RAAM Contract

2007-11-03T21:50:00.000-07:00

Based on published material involving the contract between the UMCA and RAAM LLC and the fact that the RAAM contract will always be private, here are some points not discussed in the UMCA’s published report:

1) RAAM LLC has licensing rights to host RAAM for the next five years. There are no clear explanations on the renewal terms of the agreement. What happens if RAAM LLC does a poor job in hosting RAAM? Does the UMCA conduct a Board vote after the fifth year and decide whether or not to renew the contract? What if some of the partners in RAAM LLC are on the UMCA Board of Directors? Do they rescue themselves from the vote or do they get to vote?

2) It is stated that after each race, RAAM and the UMCA Officers will review the race. What does that mean? Does this have anything to do with competency or accountability in RAAM LLC’s proficiency in producing the race? If RAAM LLC proves to be incompetent in their ability to produce a race, what can the UMCA do about this? Is the contract crafted in a way that gives RAAM LLC total non accountability in their actions? Even if there is a way for the UMCA to nullify the license before the end of the contract, is this done with a Board vote? If so, what if several of the Board members are investors in RAAM LLC. Once again, this conflict of interest situation occurs.

3) What if a third party wants to purchase RAAM? What are the terms of the contract concerning the sale of RAAM to someone else? Who gets the money, how is it divided up? Who decides on whether or not to sell?

4) How does the UMCA handle the several conflict of interest situations that do currently exist and will likely always exist under the current terms of the UMCA/RAAM agreement? Did the UMCA propose these situations to their attorney? If so, what did the attorney say, what are the legalities of this situation? Is this contract good or bad for the UMCA?

The waiting game

John Marino, the co-founder and UMCA member #1, sent a 13-page report to the UMCA government. This report was mostly based on logical assumptions based on the behavior and actions of particular people within the UMCA Board, who are also part of RAAM, LLC. This report focused on the illegality of the contract between the UMCA and RAAM, LLC being off limits to the full UMCA Board of Directors. The report demonstrated reasons why RAAM, LLC is so committed to have the UMCA own RAAM. There are still many questions still unanswered. This report was sent on Jan 6th and Marino said he did hear from Joe Jamison a couple of time, but it felt like a waiting game being played on him. Not even the simplest questions were answered as one may see in Mavis’s latest multiple choice letters to UMCA for those questions going unanswered for a long time now.

Ultracycling Strife article disclosed how RAAM sale was done

2007-11-03T07:15:00.000-07:00

Below taken from Seana Hogan's website relating the Competitor magazine article.

-------------------

A journalist from Competitor magazine, Greg Pressler, caught wind of the goings on around the UMCA and started asking questions of his own. Greg is a big fan of RAAM, and on several occasions in recent years has volunteered his time to be the start or finish line announcer. With little knowledge about the UMCA, he approached the subject from an outsider's point of view, and I think he was concerned by what he found. Here is an extract from his article, called "Ultracycling Strife," on competitor.com. There's a link to the full story below.

...Composed of events such as 12- and 24-hour races, 500+ mile races, various state crossings, and the Race Across America (RAAM), the sport is undoubtedly a pimple on the rear of the human-powered, two-wheeled world when compared to shorter-distance bike racing, which is still considered a minor sport by the American public—even in the wake of Lance Armstrong’s success on the roads of France. But that doesn’t mean its devotees are any less passionate than fans of board games, crossword puzzles, or the National Football League. It’s a sport defined by passion, for anyone “crazy” enough to ride in a 500-mile bicycle race needs to bleed a love for the sport....

Although Hughes, an accomplished ultracyclist himself, sits atop the hierarchy of the organization, a growing and vocal group of riders and event promoters who make up the membership of the UMCA wish that weren’t the case.

The list of complaints against Hughes is lengthy, and stems primarily from the UMCA’s handling of the recent sale of RAAM from its previous owners, who included Lon Haldeman, one of the pioneers of the sport, a transcontinental record holder, and the sport’s equivalent to George Washington. Haldeman, along with another RAAM veteran Jim Pitre, managed the race in recent years, and grew weary of its financial burden—and rightly so. No figures have been shared publicly, but Pitre, a successful real estate developer, had dug deep into his pockets to help keep the event afloat. After deciding that they didn’t care to foot the bill for any further losses, Pitre and Haldeman looked for a potential buyer. And they didn’t have to look far. Hughes was waiting in the wings, accompanied by another RAAM veteran, Colorado’s Fred Boethling, who in 2006 broke the record as the oldest person (at age 61) to finish the solo division of the race.

Hughes recalls the conversation he had with Haldeman. “A few weeks after RAAM last year, I told Lon that Fred and I had a few ideas about how the UMCA could buy RAAM,” he said. “Fred has built his career on acquiring companies and turning them around. Fred and I went to Canada [the location of Pitre’s summer home] to talk with Jim for three days. After a few other meetings with them, by early September, Fred and I knew that we had everything in place to move the deal forward, except for a full understanding of the finances. Jim shared all the numbers, and now all we needed was a way to pay for it.”

Using a well-worn strategy of recruiting a handful of financial “angels” to foot the bill for a large purchase, Hughes convinced a group of nine investors to pony up $25,000 to fund the purchase. “These were what we call ‘restrictive gifts’ to the UMCA—the funds could only be used to buy RAAM,” says Hughes. “Fred’s operating company, Race Across America LLC, cut a licensing agreement with the UMCA to run the race. The UMCA isn’t a race organizer—what do we know about that? We thought it was best to separate the two entities as much as possible.”

Link to the full article.

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Click on "Older posts" located on lower right corner to see Managing Director's contract, UMCA as an international body, and what we already asked UMCA to do.

The RAAM name is the real item of value and the UMCA owns it, but does the UMCA really control it?

2007-11-03T06:35:00.000-07:00

In actuality, some private investors in RAAM LLC are doing everything in their power to control the UMCA government. Is this the motivation behind all the “shenanigans” within the leadership of the UMCA? Is there a method to this madness?

For review, we are providing examples of what actually happened or are happening. None of it is lies or jokes. We separated them into two groups. The first was already covered in more detail throughout the blog. The second group are the bits we will be happy to review upon request (the blog is getting long and it was a heavy time investing project.)

Already detailed in the blog:

Crafting an unfair election, creating cleaver changes to the Bylaws, not abiding by some Bylaws, spinning information on the web side and Ultra Cycling magazine, keeping certain individuals off the Board, keeping the UMCA voting population at a minimum, abusing the public mailing list, not providing business documents to Board members who are not in “lock step” with RAAM LLC, abusing the privacy of members who wish to remain private, creating committees to reject members from being able to run for the Board, allowing members who publicly resign from the UMCA to somehow “privately” become officers of the UMCA, shutting down public on-line forums, censoring other on-line forums, not allowing “Letters to the Editor” in the UMCA magazine, lying to UMCA members, allowing the CEO of RAAM LLC to be on the Board when the Bylaws clearly prohibit this, delaying Board elections by 4-6 months, not submitting financial reports on a timely basis, Board members quitting with disgust and speaking out, the UMCA leadership picks their favorite Board members and figures out how to get them elected, editing biographies in the voter package, not providing mailing lists to undesirable Board candidates, crafting a flawed contract to purchase RAAM, not including the UMCA Board in business dealings, allowing Board members to rule on matters that present clear conflicts of interest situations.

Available for review upon request:

Accusing others of trying to destroy the UMCA and RAAM, threatening lawsuits against some whistleblowers, making members promise not to sue, marginalizing some dissenting Board members, silencing key UMCA members with legal threats to prevent speaking publicly, not allowing certain Board members to view the UMCA mailing list to verify the number of members, not allowing certain members of the Board to see the UMCA/RAAM LLC contract, giving the Managing Director a raise in salary without full Board approval per the Bylaws.

A dogpile of things we already asked UMCA to do

2007-11-02T10:18:00.000-07:00

NOTE: All of these have not been addressed for 8-40 months. Update: #4 and 6 were finally addressed in the fourth election after failure to do so in first three elections

1) Improve the look of the UMCA magazines. (We were told to pay for this if we wanted it enough.)

2) Allowing more authors to write articles. (For many years, some authors were discouraged from writing articles for the UMCA magazines partly because they have different training ideas/philosophies than the current managing director's.) Not all training ideas/techniques work for everyone, so the more varied the input, the better the magazine.

3) Have a Letter to the Editor section added to UMCA magazines for member feedback.

4) Change the voting system to boost the turnout by having it done with a few clicks of the computer mouse. Honor the rights of paying members in a non-profit by conducting a democratic election. Make an effort to solicit the votes from all members. The UMCA must not pick favorites and then assist them to be elected. Allow the democratic process to function properly. Do not attempt to silence members who have opposing points of view on UMCA related issues. Allow for the free exchange of ideas to direct the UMCA through democratic voting, rather than the ideas of a select few through back room dealings.

Update:The UMCA formed a special committee in November 2007 to improve voter turnout for the next election.

This was an interesting new development in the UMCA management. After rejecting suggestions to improve the voter turnout for the past three years, (especially in the months before the May 2007 “questionable” election), the UMCA finally formed an election committee. It appears that the UMCA may attempt to do the right thing, but only after there was widespread public disfavor among members regarding the elections.

Update after 2009 election:UMCA took a step backwards, once again buring the election in the UMCA magazines and the voting turnout went down from over 400 to only 76 in 2009.

5) E-mail all of the members with e-mail accounts on record and announce the election for Board of Directors. (The UMCA is fully aware of effective election methods used by RUSA.)

6) Put the election announcement on the front cover of the UMCA magazines. (An ignored bit of advice for the first three elections.)

7) Disband the Executive committee and give the entire Board the chance to be involved.

8) Create a feedback system for the Board to get the UMCA member's input and find where the majority of the members are standing on the issues.

9) Include an ultra mountain bicycling wing to the UMCA. The “no pavement” wing.

UMCA as an international body

2007-11-02T06:10:00.000-07:00

There are now UMCA members from at least 19 different countries. Some of these members said they joined the UMCA to ride on friendly, lower trafficking USA roads and have overseas adventures. Some Americans also went overseas to ride in ultra events.

Starting in 2006, the UMCA Managing Director decided to change the UMCA logo from a USA theme design to a global theme. They are working hard to make the UMCA an international organization. Recently, the World Cup program was created. This international movement was created without consulting the Board of Directors or even the organizers of the events, which comprise the UMCA's proposed World Cup. (According to the UMCA Constitution, the Managing Director is, however, allowed to do this and it's not a violation.)

Some UMCA members on both sides of the globe have expressed concern for the UMCA expanding its resources overseas. The UMCA started out as a USA-based organization with USA ideas and rules. Pushing our ideas (rules and regulations, etc.) on the international cycling culture, with vast more experience than us, may not be accepted, and possibly insulting to our neighbors overseas. This could be very counter productive to the UMCA. The known established and recognized international organizations are the ones set up to be international from the start. The UMCA was strongly advised to align itself or be an adjunct to an established international organization, rather than trying to be an international leader themselves. As far as anyone currently knows, the UMCA is ignoring the possible negative circumstances and fallout resulting from this movement.

The old logo is on the left, the new is on the right.

UMCA Managing Director's contract

2007-11-01T16:11:00.000-07:00

Note: The UMCA members were denied the repeated requests to see the Managing Director's (only paid employee of the UMCA) contract in the past year. The Managing Director's contract was public when it was signed within months after the UMCA became a non-profit organization. Fortunately, Seana Hogan has the hard copy from the time when the contract was made public. We may not be as lucky when his current contract expires on December 31, 2007 because we likely won't be allowed to see the new one. Not allowing access to the Managing Director's contract is in violation of UMCA's Bylaws.

Below was orignally from Seana Hogan's website.

UMCA Managing Director Contract

I have been reading the UMCA's contract with its managing director. To me it seemed that the UMCA had delegated too much to the managing director. The Board would be ill prepared to carry on without him in the case that he suddenly resigned; and I was uncomfortable with the principle of putting so much authority in the hands of an individual - especially one that publicly eschews the bureaucratic process. Anyhow, I asked an attorney friend of mine to look it over. He was kind enough to return a version with his comments (and I added mine, too); and he drafted an alternative contract, which he thinks would put the UMCA in a more secure position. The two contracts are below. What do you think?

--------------------------------------------------------------------------------

The Current Contract

AGREEMENT made DATE between the UltraMarathon Cycling Association Inc. ("UMCA") and John L. Hughes, Managing Director of the UMCA, Inc. ("Hughes").

Recitals

John Hughes is engaged in the business of managing programs for the UMCA and publishing UltraCycling magazine and has in the past managed programs and published the magazine for the UMCA. The UMCA desires to employ Hughes to continue to manage UMCA programs and publish UMCA publications in the future.

Agreement

I. UMCA Director. The UMCA has the right to appoint the Managing Director of the UMCA and to determine the term of any such appointment. The UMCA hereby confirms the appointment of John Hughes as the Managing Director of the UMCA and an employee of the UMCA, for a term ending on December 31, 2007. The UMCA bestows on Hughes all the rights of an employee. Hughes accepts this appointment. This term may be extended by mutual consent of the parties.

[Attorney: THIS IS AN EXCESSIVELY LONG TERM FOR AN EMPLOYMENT CONTRACT]

II. Reporting. As specified in the By-laws of the UMCA the Managing Director reports to the President of the Board.

[Seana: This is not the way I see it working in practice. Even the current BoD president, by his own admission, does not know all the details of the UMCA purchase of the Race Across America, for example.]

III. Managing Director's Responsibilities. As specified in the By-laws of the UMCA, the UMCA hereby delegates to Hughes full authority to carry out the following assignments:

[Attorney: THE BOARD SHOULD ALWAYS RETAIN ULTIMATE CONTROL, EVEN IF ASSIGNING DUTIES TO AN EMPLOYEE; THIS APPEARS TO BE A COMPLETE ABDICATION OF RESPONSIBILITY, WHICH A BOARD SHOULD NOT DO]

1) The Managing Director publishes the newsletter including setting editorial policy, determining editorial content and selecting and supervising contributing editors and writers. The Managing Director maintains the website, including selecting editorial content, and appointing and supervising webmasters.

[Seana: Where are the checks and balances that any non-profit organization should have?]
[Attorney: AGAIN, THE BOARD SHOULD RETAIN CONTROL]

The UMCA and Hughes further agree that the Hughes has final editorial responsibility for the newsletter and the website.

[Seana: Why should one person be the have full control over the organization's communications policy? I just don't see how this serves the UMCA, its members, or the sport?]
[Attorney: SAME COMMENT - THE UMCA IS LIABLE FOR WHAT IS PRINTED, SO THE BOARD SHOULD RETAIN CONTROL]

2) The Managing Director operates UMCA programs within the policies established by the Board including defining and operating the John Marino Competition and UMCA Mileage Challenge and sanctioning record attempts. The Managing Director establishes rules for these programs and appoints and supervises staff to manage each program.

[Attorney: THE MD SHOULD RECOMMEND AND IMPLEMENT RULES AND POLICIES, NOT HAVE SOLE AUTHORITY]

3) The Managing Director sanctions the Race Across America ("RAAM") and selects and sanctions the RAAM qualifiers.

[Seana: Who does it serve to give the MD exclusive right to determine RAAM qualification?]
[Attorney: SAME AS MY PREVIOUS COMMENT]

4) In accordance with policies established by the Board, the Managing Director manages the finances of the UMCA including collecting the dues and paying the expenses. The Managing Director prepares an annual budget and an annual financial report for submission to the Board of Directors.

[Seana: Here the MD appears to be in rather serious breach of his contract, having failed to deliver 2005 and 2006 financial reports]
[Attorney: THE BOARD SHOULD FOLLOW THROUGH TO ENSURE THESE DUTIES ARE PERFORMED]

5) The Managing Director prepares an annual report to the UMCA members on the programs and finances of the UMCA.

[Seana: Again the MD appears to be in rather serious breach of his contract, having failed to deliver this report since 2004]
[Attorney: SAME AS MY PREVIOUS COMMENT]

The UMCA delegates to Hughes these assignments. Such delegation shall provide Hughes with the full authority to act in his best judgment in carrying out these assignments. Hughes agrees to carry out these assignments. Hughes may appoint and supervise UMCA officers and staff to assist him in carrying out these assignments.

[AGAIN, AN OVERBROAD DELEGATION; THE BOARD NEEDS TO RETAIN ULTIMATE CONTROL]

IV. Compensation. In return for providing the services in "III. Responsibilities", the UMCA will compensate Hughes as follows:

1) In 2003 Hughes' work carrying out these assignments will take approximately 60% of a full-time employee ("FTE" ). The UMCA shall pay the Hughes a salary of $1,500.00 / month, to be paid on the first of each month.

[Seana: I have to wonder, with a more active board, if the UMCA would be able to do what RUSA does, in sanctioning a greater volume of events, and producing a better looking magazine, all without paying any staff salaries]

2) For 2004 and beyond the Board of Directors shall review the Managing Director's responsibilities, the FTE and determine an appropriate salary.

[Seana: I am not aware of any 'job reviews' of the current MD, but his salary has risen to $25,000 a year. I think we need a clear report from the BoD to justify the salary increase]

V. Clothing and commemoratives. The UMCA owns the names "UltraMarathon Cycling Association," "UMCA" and "UltraCycling." and the logo of the UMCA. The UMCA hereby confirms that it has granted to Hughes the exclusive right to produce for sale clothing and other commemorative items bearing the UMCA trade name(s). Hughes is responsible for all expenses associated with producing clothing and commemoratives and will retain any profits from sale of clothing and commemoratives.

[Seana: I never knew! I always thought the profits of jersey sales and other UMCA merchandise went to the organization! I cannot think of any other non-profit that permits its paid employee to commercially exploit the name, trademark, logo and goodwill of the organization in this manner. I am shocked. This should be clearly stated on the UMCA website, wherever the jerseys, etc. are advertised.]
[Attorney: DEPENDING UPON THE ACTUAL INCOME FROM THESE ACTIVITIES,THIS COULD RESULT IN THE IRS FINDING THAT THE COMPENSATION IS NOT REASONABLE FOR A NON-PROFIT OR THAT THERE IS PRIVATE INUREMENT; IN ANY EVENT, IT APPEARS TO BE A BAD BUSINESS DECISION FOR THE UMCA AND LIKELY MISLEADING TO MEMBERS WHO PURCHASE THE GOODS, WHO ARE LIKELY BELIEVING THAT PROCEEDS GO TO THE UMCA, NOT ONE INDIVIDUAL; LIKELY, SOMEONE ELSE MIGHT MARKET THE GOODS AND THE UMCA WOULD GET SOMETHING OUT OF IT]

VI. Back issues. The UMCA hereby confirms that it has granted to Hughes ownership of all issues of UltraCycling magazine not distributed to the membership ("back issues"). Hughes owns all back issues produced during his prior term as Director (January 1, 1998 to December 31, 2002). Further, Hughes will take ownership of any additional back issues produced between January 1, 2003 and December 31, 2007. Hughes will retain any income from sale of these back issues.

[Seana: This is scandalous! This must be the reason the UMCA does not publish a PDF version of its newsletter for archival reference on its website! This means that the UMCA members are deprived of easy access to back issues because that would deprive the Managing Director of extra income. I don't see how that serves the interests of the membership.The UltraCycling magazine is paid for by the membership, surely it should belong to the membership?]
[Attorney:SAME COMMENTS AS ABOVE; THIS IS FAR TOO LOPSIDED IN FAVOR OF THE EMPLOYEE]

VII. Intellectual property. The UMCA and Hughes have agreed that the UMCA holds the copyright on all material edited and published by the Managing Director including but not limited to UltraCycling magazine and ultracycling.com from January 1, 1998 through December 31, 2007. However, John Hughes retains copyright on any material of which he is the author or co-author.

[Seana: What is the point of the UMCA holding any copyright if the Managing Director is the one that profits from the sales of back issues? This really is extraordinary.]
[Attorney: AS A PAID EMPLOYEE, EVERTHING THE EMPLOYEE AUTHORS WHILE EMPLOYED, RELATED TO THE EMPLOYMENT, IS A "WORK FOR HIRE," AND COPYRIGHT SHOULD BELONG TO THE EMPLOYER]

VIII. Advertising. The UMCA hereby confirms that it has granted to Hughes two full pages (or four half-pages) for advertising in each issue of UltraCycling magazine at no cost to Hughes.

[Seana: This looks like a conflict of interest to me. So much of what the UMCA does seems to be for the benefit of the Managing Director. It just does not seem right to me.]
[Attorney: ADDITIONAL COMPENSATION TO THE EMPLOYEE THAT NEEDS TO MEET THE REASONABLENESS TEST AS WELL]

IX. Liability. Hughes shall not be personally liable for the debts, liabilities or other obligations of the UMCA. Hughes shall be indemnified by the corporation to the fullest extent permissible under the laws of this state. Hughes shall be insured by Directors and Officers liability insurance provided by the UMCA.

[Seana: I am not comfortable with this, either. As we learned recently, the UMCA did not even have this kind of insurance, to protect ALL of the Board members, until February of 2007, when those campaigning for BoD seats demanded it. I am not sure who is responsible for the neglect of this insurance provision].
[Attorney:THIS IS TYPICAL, BUT DEMONSTRATES WHY THE BOARD SHOULD RETAIN CONTROL; IT'S NOT REASONABLE TO GIVE HIM UNLIMITED AUTHORITY TO ACT AND ALSO PAY FOR INSURING HIM]

X. Termination for Cause. "Termination for Cause" shall mean termination of employee's employment by the UMCA by reason of the following: (I) Employee's willful dishonesty towards, fraud upon, crime against, deliberate or attempted injury or bad faith action with respect to the UMCA; or (ii) Employee's conviction for any felony crime (whether in connection with the UMCA's affairs or otherwise). In the event of termination without cause, the UMCA shall pay to Hughes an amount equal to 12 months at the current year's salary. Further, the UMCA will grant to Hughes for a term of three years two full pages (or four half-pages) for advertising in each issue of UltraCycling magazine at no cost to Hughes.

[Seana: Cat Berge is quite clear that the Managing Director lied to her when she asked about anything in the pipeline that might be drawing RAAM and the UMCA closer together. She has it in writing. That, to me, would seem to qualify as willful dishonesty towards the UMCA]
[Attorney:TERMINATION FOR CAUSE IS TOO LIMITED - NEEDS TO INCLUDE FAILURE TO PERFORM DUTIES OR FOLLOW BOARD POLICIES; TERMINATION WITHOUT CAUSE COMPENSATION SHOULD NOT EXTEND BEYOND THE CONTRACT TERM]

XI. Force Majeure. Except with respect to the payment of money, neither party shall be liable for failure to perform or any delay in performing with respect to any work under this Agreement to the extent performance in the customary manner shall be prevented, hindered, or delayed in whole or in part by transportation conditions, strikes, riots, war, earthquakes, floods, compliance with an act or request of a governmental authority or persons purporting to act as a governmental authority, labor difficulty, or by interruption of sources of supply or transportation, or any other event which is not reasonably within the party's control and which the party is not able to overcome by the exercise of reasonable measures. In the event that any such event shall delay performance by a party, then this Agreement shall be extended by the length of such delay.

XII. Assignment. This Agreement is for the services of the Hughes and may not be assigned or transferred, directly or indirectly, without the express prior written consent of the Board President, provided that Hughes may assign this Agreement, in whole or in part, to any staff member, firm, corporation, or other legal entity over which he exercises control.

[Attorney: EMPLOYEE OBLIGATIONS ARE ALMOST NEVER ASSIGNABLE]

XIII. Entire Agreement; Governing Law. This Agreement embodies the entire understanding between the parties with respect to the subject matter hereof, supersedes any and all prior understandings, negotiations and communications between the parties and shall be governed by and construed in accordance with the laws of the State of Colorado without regard to its choice of laws principles.

Signed:__________________________
Date:____________________________

John L. Hughes, Managing Director

Signed:_____________________
Date:_______________________

Tom Buckley, President of the Board
7939 Middle Fork Road 2737 Plank Rd
Boulder, CO 80302 Keokuk, IA 52632
(303) 545-9566 (319) 524-3612

[Attorney: OVER ALL, THIS IS AN EXTREMELY ONE SIDED CONTRACT; I'VE NEVER SEEN ANYTHING LIKE IT; IT'S AS IF THE EMPLOYEE WROTE OUT HIS IDEAL VERSION OF THE CONTRACT, THEN THE BOARD APPROVED IT WITHOUT FULLY REALIZING THE IMPLICATIONS OF THE CONTRACT. I CANNOT BELIEVE THEY HAD LEGAL ADVICE.

PRIMARILY, THERE IS FAR TOO MUCH DELEGATION OF AUTHORITY WITHOUT THE BOARD RETAINING ULTIMATE CONTROL; IT ALMOST APPEARS THAT THE INCORPORATION WAS A COMPLETE SHAM, AND THE UMCA REMAINS SOLELY RUN BY HUGHES; THERE IS LITTLE TO NO RECOGNITION OF BOARD POWER AND AUTHORITY IN NEARLY EVERY DETAIL OF UMCA BUSINESS.

IT IS A BUSINESS DECISION, SUBJECT TO IRS REASONABLENESS RULES, AS TO WHAT COMPENSATION TO GRANT THE EMPLOYEE/MANAGING DIRECTOR; HOWEVER, THESE TERMS APPEAR TO BE EXCESSIVE COMPARED TO WHAT MIGHT BE NEEDED TO HIRE SOMEONE OTHER THAN HUGHES, AND TYPICALLY MARKETING RIGHTS WOULD INVOLVE A SHARING OF REVENUE, NOT A TOTAL PAYMENT TO THE EMPLOYEE]

What My Friend Suggested As a More Suitable Contract

AGREEMENT made ___________ between the UltraMarathon Cycling Association Inc. ("UMCA") and John L. Hughes, employee ("Employee").

I. Employee/UMCA Director. The UMCA hires Employee as the Managing Director of the UMCA and an employee of the UMCA. The term of this Agreement shall be for 12 months from the date it is executed by all parties, unless sooner terminated pursuant to the terms of this Agreement. Employee accepts this appointment. This term may be extended by written consent of the UMCA Board of Directors ("Board") and Employee.

II. Reporting. The Managing Director reports to the Board via the President of the Board.

III. Managing Director's Responsibilities. The Managing Director shall, under the supervision of the Board, be primarily responsible for the following duties, any or all of which may be modified by the Board at any time:
1) Publish the newsletter, including recommendations for editorial policy to the Board, implementing policies set by the Board, and selecting and supervising contributing editors and writers; maintain the website, including selecting editorial content, and appoint and supervise webmasters, all at the direction and supervision of the Board. The Board has final editorial responsibility for the newsletter and the website.
2) The Managing Director operates UMCA programs within the policies established by the Board, including operating the John Marino Competition and UMCA Mileage Challenge and sanctioning record attempts. The Managing Director recommends to the Board rules for these programs and appoints and supervises staff or volunteers to manage each program.
3) The Managing Director implements policy set by the Board in sanctioning the Race Across America ("RAAM") and selecting and sanctioning the RAAM qualifiers.
4) In accordance with policies established by the Board, the Managing Director manages the finances of the UMCA, including collecting the dues and paying the expenses. The Managing Director prepares an annual budget and an annual financial report for submission to the Board.
5) The Managing Director prepares an annual report to the UMCA members on the programs and finances of the UMCA.

IV. Compensation. The UMCA will compensate the Managing Director as follows:
1) In 2003 the Managing Director's work carrying out these assignments will take approximately 60% of a full-time employee ("FTE" ). The UMCA shall pay the Managing Director a salary of $1,500.00/month, to be paid on the first of each month.
2) For 2004 and beyond the Board shall review the Managing Director's responsibilities, the FTE and determine an appropriate salary.

V. Intellectual property. The UMCA holds the copyright on all material edited and published by the Managing Director including but not limited to UltraCycling magazine and ultracycling.com from January 1, 1998 through December 31, 2007. However, the Managing Director retains copyright on any material of which he is the author or co-author.

VI. Advertising. The UMCA hereby confirms that it has granted to the Managing Director two full pages (or four half-pages) for advertising in each issue of UltraCycling magazine at no cost to the Managing Director.

VII. Liability. The Managing Director shall not be personally liable for the debts, liabilities or other obligations of the UMCA. The Managing Director shall be indemnified by the corporation to the fullest extent permissible under the laws of this state for legal obligations of the UMCA. The Managing Director shall be insured by Directors and Officers liability insurance provided by the UMCA.

VIII. Termination for Cause. "Termination for Cause" shall mean termination of employee's employment by the UMCA by reason of the following: (i) willful dishonesty towards, fraud upon, crime against, deliberate or attempted injury or bad faith action with respect to the UMCA or its members; or (ii) conviction for any felony crime (whether in connection with the UMCA's affairs or otherwise); or (iii) willful failure to carry out the policies of the Board or assigned duties. In the event of termination without cause, the UMCA shall pay to the Managing Director the lesser of an amount equal to 12 months at the current year's salary or balance of salary due until this Agreement would expire.

IX. Force Majeure. Except with respect to the payment of money, neither party shall be liable for failure to perform or any delay in performing with respect to any work under this Agreement to the extent performance in the customary manner shall be prevented, hindered, or delayed in whole or in part by transportation conditions, strikes, riots, war, earthquakes, floods, compliance with an act or request of a governmental authority or persons purporting to act as a governmental authority, labor difficulty, or by interruption of sources of supply or transportation, or any other event which is not reasonably within the party's control and which the party is not able to overcome by the exercise of reasonable measures. In the event that any such event shall delay performance by a party, then this Agreement shall be extended by the length of such delay.

X. Assignment. This Agreement is for the services of the Managing Director and may not be assigned or transferred, directly or indirectly, without the express prior written consent of the Board.

XI. Entire Agreement; Governing Law. This Agreement embodies the entire understanding between the parties with respect to the subject matter hereof, supersedes any and all prior understandings, negotiations and communications between the parties and shall be governed by and construed in accordance with the laws of the State of Colorado without regard to its choice of laws principles.

RAAM, LLC threatening to sue UMCA members

2007-11-01T09:13:00.000-07:00

Mavis Irwin is the spokeperson representing the UMCA members wanting answers about the UMCA's actions. On February 23rd, she got a letter from RAAM, LLC's attorney. This kind of threat is known as SLAPP suit: http://www.nolo.com/definition.cfm/term/1264241E-6BCC-41DE-88FB065B11543680

(Click on the image to view it full-sized in new window.)

More threats from RAAM, LLC:

E-mail sent to Mavis Irwin from Fred Boethling on March 9th, 2008 at 8:14 PM

Mavis:

I feel compelled to share with you some personal observations regarding your present situation. From what I gather, you are a bright young woman. I know being at the center of things and getting a great deal of attention is intoxicating. But, you may be getting in way over your head.

I strongly encourage you to consider very carefully what is going on here.

Judging from both the response you sent (clearly not crafted by you) and the time it took to respond, it’s clear you’ve spoken with other members of your little “Save the UMCA” group. I’d expect that your response was written by the lawyer amongst you, or perhaps, a lawyer retained by another group member. In any case, I’m reasonably certain that they’ve explained to you exactly what you did wrong.

I also hope they explained to you exactly why we responded the way we did. We really had no other reasonable course of action. This is the way the dance works. You should know it’s serious.

What I wonder is, did they fully explain to you the position you’re in. Have they explained what the consequences could be? Have they explained that if push comes to shove, you’ll have to get your own lawyer?

You may not believe this … but, you are being manipulated. You also may not believe this … but, I truly do not want to see you get in the middle of something which you’ll regret for the rest of your life.

Riding bicycles is supposed to be fun.
Fred (Boethling)

Managing Director's contract was renewed

2007-10-30T20:18:00.000-07:00

Dear UMCA government,

I still didn't find any information relating specifically why the RAAM's CEO/President was in the UMCA's executive committee meeting, which was making amendments to the UMCA Bylaws. If one looks up the report of this particular meeting in the Nov-Dec 2007 Ultracycling magazine, one will see why the members are having a problem with this report: More of their rights are taken away and there were no amendments relating the UMCA government's rights--which meant the UMCA government's actions are still in violation of the UMCA Bylaws. I asked you this particular question more times than I cared to count for 8 months:

http://ultracycling-us.blogspot.com/2007/10/questions-relating-raams-fred-boethling.html

As the UMCA members paying close attention to what was going on already are knowing, John Hughes is not a good leader anymore. He used to do good things when he first started 9 years ago, but he is now having way too much control and has a history of personal attacking people on both Topica and UMCA's yahoo lists. His attacks on people who are brave enough to voice their opinions he disliked is clearly what could terminate him as stated in his old contract. Furthermore, he lied to the UMCA Board of Directors. (All of this is on the blog.) Yet, the UMCA Board accepted the new contract, which will run through to early 2014, which is unnaturally long for this kind of job. See the news from UMCA website:

http://www.ultracycling.com/about/umca_board_july2008.html

The Board's Liaison said in a private e-mail to me three weeks ago that the Board is aware of the UMCA member's concern about the soundness of UMCA-RAAM's partnership as stated in my letter discussing the lessons from history. I now question whether this is true because I already discussed the problem with keeping John Hughes as the UMCA Managing Director mainly since he's also an investor of RAAM LLC and strongly suggested getting a replacement. See my February letter:

http://ultracycling-us.blogspot.com/2007/10/why-umca-needs-umca-managing-director.html

As you already know from my letters, I said I would do my part in helping clean up the mess. ( http://ultracycling-us.blogspot.com/2007/10/offer-of-apology-still-stands.html ) This however can't happen without open communication between UMCA government and members concerning the questions left hanging. Some of the questions I am taking care of are unfortunately still being asked by others nearly two years ago. At this point, I felt like you wanted to continue displaying your dirty laundry instead of working this out. Is that true? If yes, you have awfully a lot of walking to do at this point.

Mavis

Collection of the public evidences that are concerning the UMCA members can be found here: http://ultracycling-us.blogspot.com/

21-month old messages summarized

2007-10-29T20:34:00.000-07:00

Dear UMCA government (and others),

The UMCA members are still complaining about RAAM’s involvement in UMCA’s business ranging from being in the meeting where the amendments for the Bylaws were made to silencing certain people. The members are disturbed by the behavior of the UMCA government, especially because they voted and passed the old Bylaws back in 2003 and the new changes as reported in UMCA’s Nov-Dec 2007 magazine were concerning their membership rights and basically nothing was done to fit the current UMCA government’s actions such as which RAAM officer can represent RAAM on the UMCA Board and whether this same RAAM officer is authorized to be in UMCA’s reported executive committee meeting.

Observably, once the kind of actions like the examples above were done and not reversed, it's a matter of time before more of UMCA members' rights are taken away and where does that likely will lead us? UMCA is recognized by the IRS as a non-profit and RAAM is still a for-profit whether RAAM is profiting or not.

We must take legal steps in making the UMCA-RAAM partnership work without conflict of non-profit and for-profit business interests or having both organizations re-separated to protect both organizations’ business interests.

Happy cycling,
Mavis

Response:

Hi Mavis,

I believe that you have received answers regarding RAAM representative at a board meeting. I am not sure what else can be done to explain things or to alleviate your concerns. I would suggest that any legal action will take limited time and financial resources away from a small organization that can ill afford the loss.

Thank you. Rick
--------------------

UMCA (Rick),

1) Rick, my e-mails may be my own writing, but they represents the concerns of many UMCA members. I believe I reminded you about this as much as you are reminding me that your writing is not representing your own opinions. "Your" replies do need to be sent to at least all of the addresses I am currentlyusing including the yahoo group list.

2) For years, UMCA published the UMCA meeting reports in the UMCA magazines. I didn't see any report(s) in the magazines answering the UMCA member's questions concerning the RAAM officer taking part in the executive committee meeting held last October and it's one of the UMCA member's biggestquestions. I didn't see one concerning the RAAM officer/representitive of the wrong title at "a" Board meeting either. (This is now for way more than one Board meeting.) Please tell me and everybody else where to find the report(s). Thanks.

3) UMCA's (as in the e-mail above) advice concerning the legal actions should be given to RAAM LLC, who hired a lawyer and sent me a legal threat letter without talking to me or possibly anyone else first. If you read my last e-mail, "Lessons from history--is the UMCA-RAAM partnership stable?", I said the legal actions is a waste of money and time and there is a better way to work this out, but it only will happen if UMCA is willing to communicate and discuss the actions too.

Happy cycling,
Mavis

---------------------

Hi Mavis,

With all due respect I will only respond to the author of any email. I have no idea if all of those cc'ed have any desire to receive unsolicited emails.

I would ask that you send questions regarding RAAM, LLC directly to that corporation. That would be the appropriate place to seek information for that organization.

Your questions regarding board meetings and whom attended have been answered. I believe all board meeting minutes etc are available online. If I am mistaken about that I apologize. As to whether certain questions were answered; I do not set, nor even know the board's meeting agenda. I do not believe the board will answer the same questions just because the respondent did not care for the answer.

Thanks. Rick

----------------

Rick,

Unfortunately, I already have most of the RAAM inventors in the address list here ever since last Spring and none of them answered my questions about RAAM's actions within UMCA yet.

I believe you understood you are the Board's spokesperson and it's important for them to know what you were saying to the UMCA members they are representing. It's their choice to use the trash can or not. Who get to view the replies is apparently not the spokespeople's choice at all--and that applies to me too. You said you accepted the Board liaison position to help the communication between the Board and UMCA members flowing. Well, please help keep the communication channels open and available to all for everyone's sake!

Mavis

Lessons from history: How stable is the UMCA-RAAM partnership?

2007-10-28T20:43:00.000-07:00

Dear UMCA Government and others,

The way I see the current UMCA-RAAM partnership, it is similar to conflicts of
interest practiced by other organizations in the recent past which resulted in
disaster or near disaster. As an observer from outside the UMCA leadership,
it’s clear to some UMCA members that UMCA-RAAM is traveling down a similarly risky path.

Here are lessons from other organizations that I put together based on my interviews with fellow UMCA members discussing the stability of UMCA’s long term future:

1) In the early 1980s, the American Motorcyclist Association split with several
Supercross event promoters over how the sport would be sanctioned and officiated as well as who would profit (AMA or promoters). The result was loss of major sponsorships which almost killed the sport. Today, Clear Channel is basically the sole producer of Supercross in the country, with AMA sanctioning and officiating.

2) In the middle 1970s, the American Bicycle Association was created shortly after the founding of the National Bicycle League to sanction and officiate BMX racing in the US. Despite at least one attempt by the NBL (which is part of USA Cycling) to buy out the ABA, the divisions between both bodies have kept many major sponsors out of this sport, which, despite its introduction into this year’s Olympic Summer Games in Beijing, continues at about the same level of participation it reached in the 1980s.

3) Open-wheel auto racing fractured in the 1990s after CART split from USAC (US Auto Club), followed by the further splitting and founding of the Indy Racing League in the mid-1990s. It is interesting to note that one of the reasons for CART's creation were complaints by drivers and teams about USAC's poor event management and media coverage. The IRL and Champ Cars (and CART) recently merged after years of mutual suffering and losses of sponsorships and race-car fans. Though IRL is a sanctioning and officiating body that also owns its own racing series and premier event (the Indianapolis 500), it is regulated by checks and balances between the IRL, rules, venues, drivers and team owners which have their own respective groups or committees.

Of course, there are other sports where small groups of people control almost
everything (such as Formula One) with an iron grip, but at least there's progress and everybody benefits. And there are other sports that have suffered as a result
of inbreeding and shortsightedness.

Which is UMCA? Since 99% of the e-mails I have received from the other side of the canyon in the past eight months were personal attacking, personal questioning, and lawsuit threatening, I am convinced that UMCA is suffering from inbreeding and shortsightedness. The other 1% were created by only one person talking about trying to move forward with new things. But I know (not think) this won’t work with the serious federal law violation problems remaining unsolved.

We could start up a new organization, but isn’t that similar to what happened to other organizations in the examples above? We know that if we split, it’s not the greatest thing. We are humbled by the arrogance of the UMCA management ignoring its members’ private suggestions for four years. Only when UMCA members such as myself start publicizing our complaints does the UMCA finally begin doing a couple of things about the election -- which UMCA members were regularly suggesting since 2003! These few things were, however, not solving the federal law violations yet.

Apparently, only when UMCA listens and acts on these serious things, will we then be a healthier organization again.Because UMCA and RAAM’s unhealthy partnership -- as it is known to the public -- is so identifiable in the examples I have presented, something needs to be done quickly. Or ultracycling as we know it will devolve into a swamp of confusion, and the sport we all love (or think we love) will limp along and eventually die.

Somewhere along the line, a lot of money is going to be spent. It could go to lawsuits, lawyers and court costs, or it could go to negotiating a positive result. Negotiating a positive result couldn’t be done perfectly, but it's better than the alternative.

Happy never-ending cycling,
Mavis

---------------

Response:

Hi Mavis,
Just wanted to acknowledge receipt. The board is aware of your concerns.
Thanks. Rick

------------------

Thanks, Rick. I however hope the Board realizes it's not me alone. Don't forgot about 1/2 of the members from last year, who already left. I will appreicate it if the Board remembers this.

Happy cycling,
Mavis

Offer of apology still stands

2007-10-17T06:08:00.000-07:00

June 27th:

I publicly wrote on March 16th that I will be more than happy to write an apology to be published in the UMCA magazine, but how this can't happen without communication between UMCA government and UMCA members about what the members were questioning about.

This March 16th letter can be found on the bottom of this post:
http://ultracycling-us.blogspot.com/2007/10/attendence-to-open-communication.html

Well...I reviewed the old e-mails during the peak of RAAM season and there is a pattern showing. Pervious to my March 16th letter, UMCA's BoD members and committee members used to talk to SaveUMCA and other UMCA members. After my March 16th letter containing the offer of apologizing, UMCA government members apart from the Board Liaison is unnaturally quiet.

Sorry to say, but this is indirectly suggesting UMCA's government is refusing to communicate with the UMCA members wanting to know whether the UMCA-RAAM partnership is stable. Is it stable??? UMCA did publish a few details, but the public is still missing details concerning the long term future of both UMCA and RAAM.

We want specific answers and we do have the rights to know whether our UMCA will be stable or not. My offer of apology if we mishandled the evidence available to the public will never be withdrawn.

Mavis

Couragous UMCA members (then a stirred crowd)

2007-10-16T07:40:00.000-07:00

April 28th

Dear UMCA government,

This morning, another UMCA member stood up, saying what courage it takes to do so withthe lawsuits threats going around. He said that the UMCA management can sue him if they want to, but somebody has to take a stand.

Like UMCA already said to me, it was RAAM who was threatening the UMCA members and it was none of UMCA's business. I'm not an expert in lawsuits, but this is once again showing RAAM's imprint on UMCA.

Is UMCA and RAAM really separate organizations? This never can be ignored because it will neverblow over--even after I stop communicating what is concerning the UMCA members. We do hope UMCA realize what kind of hole they are digging up.

Mavis

------------------

April 29th

Dear all (including those watching the yahoo list),

A few of you are starting to ask me personal questions.

My answers: Absoluately no one pushed me (the messenger of questioning UMCA members) to do this. I volunteered to put my heart into this and I can quit anytime if I want to.

I am motivated because I love the sport and don't want it to be endangered. I can't bear being quiet when knowing the risks UMCA is putting itself and the sport in. For example, based on what I know about how the non-profit business works, I did warn last year about possibly hundreds of members leaving due to the leadership problems we are experiencing here. Some laughed at me back then, but they now know I was right.

I have absoluately nothing personal to gain from this. I don't run any companyor anything like that.

By the way, I am planning to write the lessons from history in about a week or so and if one wasn't realizing why they are dealing with questioning UMCA members yet, they will hopefully understand by then.

Mavis

----------------

April 29th

This weekend I am running my first race as the Calvin's Challenge Co-owner/ director. In the information that we are passing out to the racers, is the call for them to check out the UMCA. If they are new to this type of racing, we will encourage them to consider joining the UMCA and participate in the rest of the season. We are also plugging the races of our fellow race directors.
So, if the new racers at the race (about 30% are new) start checking out the UMCA because they had a great time at Calvin's and they come across the blog (I just can bring myself to say "save") that you are the spokesperson for, what are they going to think? Does what you are doing bring in new members? Or turn them off? The truth is that all bicycle club's membership ebb and flow with the times times. (the UMCA is just one big national bicycle club) We are in tough economic times, going bike racing is a luxury that is first to go off the spending list. I, myself, have cut back and canceled going to events because of the cost of just getting to the start.

As the membership ages, they quit racing and then quit renewing their membership, so it is always the goal to find new members to replace them. So far, I have not read one thing that would want me to join the UMCA based on what you have written. Airing one's dirty laundry in public is never a good way to make friends and have a positive influence on others.

You say that you have tried others ways, but have you ever considered that maybe you don't have the experience and talent to be involved in these kinds of negotiations? I'm going what I feel is the best way to improve the UMCA. Being a good role model to those I come in contact with. I took over an important race on the UMCA calendar that was going to discontinued. I try to make positive changes with positive actions. I have faith that those in that have been given charge with running the UMCA that they will make the best possible decisions the best way they know how. Right or wrong, good or bad I can't say, but all I can do is have faith in people to do the right thing. If they don't, they have to live with it, not me.

I really wish we could tap into Mavis's tenacity and energy. There are so many UMCA programs that need volunteers to help get them off the ground. Right now there is a big need for someone to manage the 100/200 mile TT championship that many of my racers are asking for. This kind of racing will bring in new members, which will inspire them to do the longer events which in turn could lead them to RAAM. And YES. the UMCA should own and have full control of their marque event. How it's done is up to the business people and lawyers, not me, a factory worker of 30 years that just likes to ride bikes.

Be safe out there,
Larry Graham

-------------

Larry,
It's folks like you, Christine, Jeff and Julie that do things that actually make a difference - unlike Mavis!
John [Hughes]

--------------

April 29th

John,

Good to know you are still reading my e-mails. Will you indeed be looking into ways to straighten out the problems the UMCA members are questioning about? How about the questions left hanging for months?

They are on the blog if you ever need to review them. I believe I have stated the reasons why we have lots of communication cleaning up to do if UMCA didn't do anything wrong.

I am trying to help straighten out all of this mess and the only way we can do this is to work together toward the best interests of UMCA's mission: Supporting all events equally--including RAAM. It's apparently appearing to be a conflict of interest to have non-profit UMCA and for-profit RAAM as business partners.

Mavis

--------------

Whew!

I don't do UMCA. I just subscribe because I DO support Ultradistance cycling. I don't even have a horse in this race!

I do California Triple Crown Doubles (60 Finishes). I Finished PBP 1999. And, I've been a SAG at over 100 Century+ events.

I don't know you or Mavis. Again, I have no horse in this race! Except, to support cyclists!

But, I've listened to Mavis' reports and wondered what was the purpose?

John, your reply, below, from you just SEALED THIS DEAL! for me!

John, if you had nothing to hide, you would not have taken this fine opportunity to applaud some Ultradistance folks with some really good comments with what you then turned into a Self-Serving attack at someone who disagrees with you?!

If there was ever an admission of GUILT, this WAS IT! This would stand up in any court!

So, I ALREADY don't like you or your methods! By your last email post, I ALREADY know you will go to any extent and all of your resources to support your effort to discredit anyone who opposes you and what I'm beginning to believe must be putting some bucks in your pocket?!

I don't know. I'm just asking?

Mavis, I don't know you. But, I LOVE you!

Yeah, John,...you can delete my email address from UMCA! I'm SURE you will do this at your earliest convenience!

Ah....no wonder UMCA is losing ridership! - Frank

-------------------

To the full UMCA BoD:

JOHN HUGHES IS A PIG. His latest untoward slander of Mavis demonstrates once again that he is destroying what is left of the tattered remains of the once noble and worthwhile UMCA.

Shame on all of you BoD members for allowing him to run amok and continue to demonstrate what a disgusting human being he is.

Hey John, despite your efforts to damage the 508's reputation, and promote other events instead (including and especially RAAM), we've got a record number of applicants. You see, you're really as impotent and worthless as the rest of us knew all along. Quit taking the UMCA down the toilet hole with you, please!

Chris Kostman

-------------------

The infective tissue in the body of UMCA has grown. The abscess of full of putrid stuff. The body can try to hide it, cover it or deny it or, but it comes to a point where the abscess will either need to be excised or it will explode and drain itself. If the abscess drains inward instead of outwards, then there is risk of sepsis and death. Do not blame the one who points at the infection,or the doctor that says the abscess needs to lanced and drained.. they are not at fault. I thought personal attacks were not allowed on the forum of the UMCA that the managing director created, and now it seems that the forum manager has failed to obey his own rules. (don't worry, I am not part of that forum, so I will not post there)

Cat [Berge]

----------------

I suggest, once again no doubt, that you turn your sights on Rumsfeld and Rice, Mavis: RUMSFELD and RICE.
[Bill Dunn]

Lots of problems with this here reference including not good "evidence", seemingly poor interface in yahoo groups, and most sorry of all": no email address given for "Cycleman - Frank".

Again, Mavis et.al., I urge you to address the US Government, including the "playing dead" democrats instead.

[Bill Dunn]

--------------

Bill,

Whatever are you talking about? Rumsfeld was removed from office ages ago. This is precisely what Mavis - and many others - think should happen to John Hughes, who has acted for an extended period of time with similar disregard for the constitution and bylaws, as well as the interests of the UMCA members.

Paul [Skilbeck]

-----------------

Correction Paul...John Hughes has always acted with the best interests of the UMCA at heart! You should be ashamed of yourself for telling anyone that will listen that John has not had the best interests of the UMCA at heart. It is people like you that seem to be trying to destroy the UMCA ... and for what purpose? Do YOU need the UMCA to cease to exist for any personal or political reasons of your own? Same question to you Mavis.

- Stuart [Nibbelin]

-----------------

To answer Paul's question down below, I was simply pointing to the whole dirty team backing Bush wherein in the name of their misguided and perhaps secret mission they have caused the maiming of 500,000 Americans let alone untold others. And you think just because Rummy is out of office he has just gone away? Maybe, but maybe not and in any event there's still "something rotten in Denmark".But wait. What about the main point? You know, that these kind of energies would be much better employed at the National level?!

[Bill Dunn]

--------------------

Stuart,

Why do you insist on browbeating people who express an honest opinion? Disagreeing with an opinion is one thing, but making character slurs is different altogether. Remember this: Your bullying ways won't stop the tide. Now let's try to keep this debate focused on the issues.

Sure, I'd like to see a different GM of the UMCA. I would like to see somebody that does not do secret deals, pervert the constitution to suit personal power goals, and obfuscate the rules to conceal incompetence. If the UMCA stands for things like that, then yes, it should be disbanded. However, I don't believe the UMCA is about that; there are just a few rotten apples in the barrel.

As for my further role with the UMCA, it will not resume until changes are made, but that would only be as a regular member. Sorry to burst your bubble, but I have had my fill of working for governing bodies; I have no aspiration to any official role with the UMCA.

And to Mavis, she's one of the best things the UMCA has going for it, as Lee Mitchell recognized when nominating her for a seat on the Board of Directors. She is young, intelligent, has loads of integrity, huge energy and focus, staying power, fresh ideas, and she wants to be involved. The fact that she is shut out speaks mainly to the inward focus of the UMCA voting membership (a paltry few) and BoD.

Paul [Skilbeck]

Bill,

You might be surprised to read this, but I agree with you about everything. It looks to me as though the UMCA executive has started behaving as the White House executive: bypassing the rules to promote an agenda that is not in the interests of the people, and which ultimately drags the organization down. Perhaps with better role models, the UMCA executive would have acted differently. Who knows?

You may or may not know, but I've been out of the struggle for more than a year now. I just pop my head up from time to time in order to keep some people guessing. But Mavis has remained involved, and I think we need to respect her decision to do this. Clearly this is a battle that she considers truly worth fighting, because ultra cycling has meant so much to her.

At least one member of the UMCA executive tried to scare her off with the threat of legal action (can you believe it?), which didn't even interrupt her stride. And from what I know of Mavis, she will not cease until she is satisfied with the resolution. I really cannot understand why the UMCA does not embrace such an ardent and energetic supporter, can you?

Paul [Skilbeck]

---------------------

Bill, Stuart, Paul, et al.

The political discussion belongs on any other group lists apart from this one.

I was answering an UMCA member's question about where to find the references of what was going on within the UMCA. Links are provided for this UMCA member and there's no more I can say here.

My reply to the questions here will be over at yahoo:
http://sports.groups.yahoo.com/group/ultracycling-talk/

Mavis

---------------

Everybody,

Oh my dear.

I do understand that Larry's wife said there are two drives in this world: sex and money. (I will rephrase that as love and money.) Which am I? It's my love for the sport that drives me.

Which is UMCA? There are plenty of reasons to wonder if it's the money drive of the RAAM business, which is appearing to shut out other "RAAM-like" events. So many questions are still not answered. The only way we can make the concerned UMCA members interested in what is best for UMCA as a whole happy is for UMCA to answer their questions.

I did publicly write to UMCA about two months ago that I will be more than happy to write an apology to be published in the UMCA magazine. This however can't happen without communication between UMCA government and the UMCA members.

I am a messenger taking it upon myself to continue asking the unanswered questions already asked by others for a long time.

Please understand that I am trying to work things between UMCA and the UMCA members by pointing out what the UMCA members are understanding about things. I don't think it will be a nasty thing to sit down and talk about the subject questioned about for a long time. After all, UMCA has been trying to explain they didn't do anything wrong.

Lawsuit threating, personal attacking, personal questioning, and personal mocking isn't how we can work this out.

I could be dropping UMCA and working the bigger levels, but I do believe the world will be a much better place if all of us work the small pieces we personally care about because those do build up to the national level. Furthermore, I never heard of the local government telling people to take their energy to the state government. Then the state government tossing them over to the national government. It will be unprofessional of them!

I do want to talk this out calmly as we possibly can. We can always have peroids of cooling down if we need them. Is UMCA willing to let me take down the brick wall and commuincate with the UMCA members?

If I mis-stated something here, please keep in mind that English is my second language and I am a nice person willing to talk with both parties and anyone in between. Those who did talk to me privately already know this. Stuart and Bill, you both didn't try to sit down with me yet. I will be happy to discuss things with practically anyone if they are willing to give me a piece of their mind about the UMCA subject itself and be specific about why they believe the evidences available out there are nothing or miscommuincations. This will be the kind of commuincation we need and want.

Mavis

UMCA membership went down and 2008 election results

2007-10-16T07:33:00.000-07:00

April 21st:

Dear UMCA government,

I read the election results in this link with interest:

http://www.ultracycling.com/about/umca_elections_2008.html

Only 965 total members as of the election period?

This is of interest and a rather big concern because a person expressed her concern back in May 2007about whether UMCA can afford having members leaving:

http://lists.topica.com/lists/ultracycling/read/message.html?mid=812745468&sort=d&start=9828

As you see, her primary concern of about 700 members leaving appears to come true! Here is SaveUMCA's excel (see attachment) [not available on blog] of all the current and past UMCA members data available to anyone as of 4/21/08. If we include the memberships expiring in 2007 to current (1024) we would have 1,849. This meant 825 people didn't renew this year yet as of today. (Don't forget that we have 174 current life members in this database.)

In late April 2007, we used to have the membership in the 1,700's. We are aware that the online directory is not accurate, but this is looking close enough to the real thing. The number of paying members cut into about half is not looking good at all.

Well, the UMCA members did communicate to UMCA about the unrealistic of UMCA's governing behavior toward their customers for four years. In all seriousness, it's the time for UMCA to better communicate what they are doing. Start by answering the UMCA members's questions!

Respectfully,
Mavis

-------------------

Dear UMCA government,

I reviewed the election results with a smile because ever since 2003, the UMCA members were suggesting ways to improve the election voting turnout. After all, it was the UMCA members themselves who voted to accept the UMCA Bylaws!

It took the public pressuring from UMCA members wanting UMCA to follow its own UMCA Bylaws to finally make UMCA do a few methods already suggested for years. Speaking on the belief of the UMCA members, who were trying to convince the methods finally used in the recent election would likely work, we are really happy to know we are right all along!

The credit should go to all the Board of Director members trying to improve the election ever since 2003. Be sure to write an article in the UMCA magazine, apologizing for ignoring the Board of Director members who does know better than to bury their heads in the sand. Now, let's make the elections even better:

1) Throw out the ridiculous requirement of having Life UMCA members (as well as any other members) sign the waivers to not sue so they can vote. This is NOT in the UMCA Bylaws and there is no such a requirement for this country's messy, but more democratic government. (If anyone did have to sign a
wavier to not sue so they could vote for the next president of USA, I am sure there will be a riot. We ultracyclists are much more civilized than that!)

2) Drop the ridiculous three requirements to run for Board of Directors. Not only because they were not in the UMCA Bylaws, but the UMCA Bylaws clearly stated that any UMCA members can run. Furthermore, one of these requirements kept members like me out of the last election even through I was
in the one before this recent election.) Anyone who is a regular UMCA member as stated in the UMCA Bylaws legally can be candidates!!

I am telling you these things because even with the wonderful voting turnout in this election, there are still some UMCA members who didn't vote out of protest over UMCA's new system of selecting applicants for their ballots. (Don't look at me, I am only the spokesperson and I did vote in this election.)

Happy cycling,
Mavis

Article 3 reviewed and no word on Article 12

2007-10-16T06:50:00.000-07:00

Timeline of question relating Article 12

December 23rd--Marino pointed out Article 12
March 25th--Orignal date of Marino asking UMCA about Article 12 vs. Article 3 (see below)
April 9th--Marino e-mailed UMCA's lawyer, asking about Article 12 vs. 3
April 9th--Mavis asked UMCA to answer Marino's e-mail and a few people joined the discussion (see below)

March 25th--from John Marino
To: UMCA Board of Directors
From: John Marino

One of the reasons I did not vote in the most recent BoD election was because of the UMCA's disregard for the written letter of the UMCA Bylaws indicating that a 20% quorum is needed. This was my personal way of protesting your actions as a Board. The UMCA decided to omit this Bylaw in the current election. You did hire an attorney to review this quorum issue, however per Ultra Cycling January-February, page 24, IV. Highlights of Board and Committee meetings of the Executive Committee on January 15, 2008, the hired attorneys Lew Harstead and Steve Larson, of Johnson and Repucci, LLP concluded that Article 3 Section 6 of our Bylaws indicate that no quorum is needed. Please note that the Article in question is #12, not #3.

Did you pay an attorney to review the wrong Bylaw?

Below is my original email, noting Article 12. I have presented this to four independent attorneys and all concluded that a quorum is needed. The only people in the UMCA who have not accepted this are non-legal experts. This is why I was so shocked to see that a 20% quorum or any quorum has been completely tossed out by the UMCA in the current election. I ask myself, was this intentional to get past the next election or is this merely a typo?

What is going on?

My original email of December 23, 2007

----------------------------

UMCA Bylaws, as published on the Ultra cycling web site

Article 12 (Note: for Sections 1 and 2, go to the Ultra Cycling web site. Click on Site Index, then scroll down to Bylaws)

Section 3: Quorum for Meetings

A quorum shall consist of 20% of the voting members of the corporation.

Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

Section 4. Majority Action As Membership Action
Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the Articles of Incorporation, these Bylaws or provisions of law require a greater number.

Section 5. Voting Rights
Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of Directors, however, shall be by written ballot.

Section 6. Action by Written Ballot
Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of law, any action which may be taken at any meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall:

1. set forth the proposed action;
2 provide an opportunity to specify approval or disapproval of each proposal;
3. indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, state the percentage of approvals necessary to pass the measure submitted; and
4. shall specify the date by which the ballot must be received by the corporation in order to be counted. The date set shall afford members a reasonable time within which to return the ballots to the corporation.

Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these Bylaws.

Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

Directors may be elected by written ballot. Such ballots for the election of directors shall list the persons nominated at the time the ballots are mailed or delivered.

April 9th (Copies of public discussion relating the 20% quorum)

Here is some grist for the mill regarding quorum for elections. This is meant as a purely theoretical argument, in terms of what factors I might consider if I were writing bylaws for my own organization (I don't know, the National Association of Cookie Dunkers?), not as a commentary on any current situation, so take it as you will.

I can see good theoretical arguments for both requiring a quorum and for not requiring one. Obviously, participation of membership is important, so requiring a quorum for an election to be valid makes a stronger statement to membership to participate. It creates incentive for candidates and oversight committees to make sure that participation is maximized (by making it convenient, making the election widely publicized, etc) because it isn't valid if enough people don't participate. If there is no quorum requirement, it's easier for a small vocal minority to control the election if the rest of the membership is apathetic. If there is no quorum requirement, current leadership that wants to be reelected has an easier time of mobilizing a small number of members to win, in an election with very low turnout. However, there are also good theoretical arguments for not requiring a quorum. You can't force people to care and to participate, and if they don't like what's going on and still don't vote, it's their own fault. If a valid effort is made to make voting easy and convenient, to keep the membership informed, and to maximize participation, and most people still don't bother, it seems counterproductive to invalidate the whole thing.If there's a quorum requirement for an election to be valid, and current leadership don't want to step down, all they need to do is make a less-than-stellar effort at getting out the word about the election, turnout will be low, the election will be invalid, and they get to stick around. If the membership is apathetic or thinks the election is irrelevant, then turnout will always be low, quorum will never be met, and no new blood will be voted in, so nothing will change. If These are both worst-case scenarios; in ideal circumstances, it wouldn't even matter because voting would be easy and convenient, and members would inform themselves about the candidates and vote. It's only in less-than-ideal circumstances that it matters. As I see it, either scenario leaves room for unscrupulous leadership to use the quorum requirement or lack thereof to their advantage. An ideal set of bylaws, in the theoretical sense (because in practice there's no such thing), would be the set of rules that would most facilitate the transition from whatever bad circumstance might arise to the aforementioned ideal circumstance. I don't know what that ideal rule would be; I'm sure there are arguments on both sides that I haven't thought of. But perhaps it would be a useful discussion to step back and think in theoretical terms for a minute, and come up with some arguments one way or the other.

Emily [O'Brien]

---------------

Quoting Emily O'Brien emilyonwheels@emilysdomain.org:

"If there's a quorum requirement for an election to be valid, and current leadership don't want to step down, all they need to do is make a less-than-stellar effort at getting out the word about the election, turnout will be low, the election will be invalid, and they get to stick around. If the membership is apathetic or thinks the election is irrelevant, then turnout will always be low, quorum will never be met, and no new blood will be voted in, so nothing will change."

I have thought a lot about that senario and yes, I agree it is a potential problem. However, any organization that claims to be democratic (which all 501c3 orgs must be) that can't meet a quorum doesn't deserve to be in existence (and certainly doesn't deserve to be tax exempt). And yes, for me that includes "organizations" such as the US govt...I believe there should be a quorum requirement for ALL elections.

pvb [Paul Biron]

----------

All right, people.

I am not a licensed lawyer, but as I understand it, the 501c3 organizations such as UMCA arein fact required by the federal to have some kind of quorum. Another, THAT wouldn't be in the UMCA Bylaws in the first place.

The 20% quorum in UMCA's Bylaws was not met in the pervious three years of elections and UMCA maybe able to legally change the quorum a long time ago instead of ignoring it then hiring lawyers using thousands of the UMCA's money instead of Marino's personal money actually mailed for this verypurpose (his check was returned to him uncashed.) Furthermore, according to the review by UMCA members's hired independent licensed lawyers, some of them specializing in non-profit organization laws, UMCA's Bylaws was actually written in a way to put the power in the hands of a few individuals. This does put a lot of things in question.

If one doesn't believe this and is serious, go hire two or more independent lawyers to review the entire Bylaw like the few I know to actually do. It has been two weeks since the question about the possible typo in the magazine first surfaced. I see that John Marino recently sent a letter to UMCA's hired lawyer relating this.

None of this is a joke and it's seriously time for more members of the UMCA government to start communicating with the UMCA members like they say they would. (Thank you for stating what youunderstood about this, Emily.)

Mavis [Irwin]

-----------------------

Hello all, I apologize for not responding to this earlier, but, simply, I did not.

This is my understanding of the quorum question. Bylaw 3 supersedes 12.

A point to consider is that members can not be required to vote. That is true in all elections. Suggesting that a quorum for such a geographically diverse organization may not be practical. Another point is that not voting can also be interpreted as satisfaction with the status quo hence that is voting. As we also know the legal field is predicated on differing opinions. It is one reason I have a fairly comfortable lifestyle. Personally I know this response will not be satisfactory for some with questions. I suggest that at some point we have to accept that there are differing opinions. I can personally attest to the board's efforts to ensure fair and conflict free elections. The board can not make people vote. Perhaps viewing this as a voter issue might be another tact. Developing membership investment in any organization is one of the most difficult tasks for those who are more active. The question remains if the lack of voting is satisfaction or apathy. I would venture that with dues paying membership growth the issue is not apathy. That is a personal opinion.

Thanks.

Rick [Hays]

--------------

Thanks for your input, Rick Hays. Yes...we could let this be, but there are still a few unfinished businesses.

After UMCA paid the lawyers $8,600 of the UMCA's money and refused John Marino's money thenwe are having UMCA members complaining about the programs suffering from this political disagreement,we do need to work things out.

It's necessary to step back and look at why we have the quorum. If the quorum is notin place, UMCA then can "legally" have only one person vote who to get on the Board of Director and this is not a making of a non-profit organization.

Also, it is noted that UMCA did things to leave the voting turnout low in the first three years by not heeding to reportingly three years of advices to print "Vote for Board Directors" on the cover of the magazines and mailing the voting packages like they finally did in the last election--only after the pressuring fromthe UMCA members. This election was the first time we are actually working on bringing the voting turnout up, but at the same time, UMCA is now empowered to select people running for the Board only after they are members for three or more years and have resumes of community service experience. If an application was turned down, this applicant can then get 30 signtures by paper mail only within a few weeks to override UMCA's decision. Some UMCA members took this to be UMCA's new way to control who gets on the Board.

All of this is complex. Thus, we are bringing it down to simple, bottomline things such as article 12. The point was that UMCA did have a chance to address their Bylaw problems for three years before it becomes sticky like now.Why didn't they do it when making amendments to the Bylaws on October 22nd 2007? That's actually to name justone Bylaw not updated back then. We still were not answered ever since January why Fred Boethling is in this particular executive committee meeting, which was a clear Bylaw violation for the current Bylaw version.

I am also a layperson, but I do understand that a quorum of some kind is needed. I don't know whether 20% was the federal standard or not, but I do think it's possible to change the quorum to something more fitting for UMCA to ensure the voting to never be "legally" shifted to at least one voter in the upcoming decade and beyond. Yes, we can't afford to have no quorum over a long term. After UMCA dumped the quorum in this March 2007 election and ignored article 12 for years, we are mainly forcing them to look at what they are doing for the long term. Yes, it's sounding like one big mess after they have lawyers saying article 3 indirected no quorum is required. (I guess it's not a typo on UMCA's part since Rick Hays said article 3 supersedes article 12, right?)

We however still want to know whether the UMCA lawyers, who were paid using $8,600 of our money (instead of Marino's) away from our ultracycling programs, were shown the article 12 at all. If article 3 was the only one shownto these lawyers despite John Marino pointing out article 12 way back in December, we have good reasons to go fix this once and for all.

Again, we can't afford having absoluately no quorum of some kind over a long term.

Mavis

-------------------

Mavis, The very definition of a board of directors is deciding how resources are used. It may have been the executive committee that made the decision, but again that is how boards function. To ask membership to vote on every donation and / or expenditure is simply not practical.

The impression that elections were not well publicized is difficult to address. That has not been my personal experience.

As to the choice people have made to spend personal funds that was their choice. With all due respect that is not relevant. Again legal opinions are simply that, legal opinions. Perhaps a better use of resources for those with concerns would be the hiring of a mediator, but this would also rely on the time and money of those with whom you have a conflict. At this juncture it seems unlikely that mediation would be effective.

Finally if you have any way to motivate people to vote in any election copyright the idea. Voter apathy in all arenas is of concern. We have to rely on those who do vote to elect those who govern our organizations or countries to make wise choices. If we do not like those choices it is incumbent of us not those elected to challenge more people to be involved. The simple reality is that a 20% quorum of eligible voter / members may never be achieved. That is an issue for the membership not the leadership.

Thanks.

Rick

------------------

From: Rick Hays [mailto:rickhays@hotmail.com]

Sent: Thursday, April 10, 2008 13:23

Subject: RE: 20% quorum???

"Mavis, The very definition of a board of directors is deciding how resources are used. It may have been the executive committee that made the decision, but again that is how boards function."

Yes, we know that is how the board functions, but that is NOT what theBylaws require:

Article 3: Directors Section 10. Quorum for Meetings

A quorum shall consist of ten of the members of the Board of Directors...no business shall beconsidered by the Board at any meeting at which the quorum is not present, and the only motion which the President shall entertain at such meeting is a motion to adjourn.

"The simple reality is that a 20% quorum of eligible voter/ members may never be achieved. That is an issue for the membership not the leadership."

Well, the membership did speak, by approved a constitution and bylaws that included a 20% quorum requirement (by my reading and that of many others, including the laywers hired by Marino).

pvb [Paul Biron]

UMCA rejected SaveUMCA's financial assistance

2007-10-15T09:55:00.000-07:00

March 25th, 2008 at 9:50 PM

Dear UMCA government,

My apologizes for breaking the silence that I was intending to maintain for a few weeks. I recently learned that the UMCA spent $8,600 of the membership money on legal fees. This bothers me because I knew from pervious e-mails that one check actually sent by UMCA co-founder and member number one, John Marino, for legal fees was mailed back, uncashed. Marino also has repeatedly offered financial assistance in dealing with legal matters, only to be ignored by the UMCA. Ultra Cycling magazine indicated that this $8,600 was for determining if any violations of the UMCA Constitution and Bylaws took place.

We have to ask why Marino's repeated offer to assist in the investigation of legal violations was not accepted. This is seriously hurting the members of the UMCA to be using their money toward covering the legal fees instead of the ultracycling programs! The money shouldn’t be used for legal fees. Those fighting for the members’ equality within the organization (including me) would honestly be willing to make arrangements to avoid using membership money to resolve this problem. Yes, just like what John Marino did in the past months, the others on the SaveUMCA Team would also help pool the money for legal fees. Why is the UMCA so closed about this and repeatedly refusing help?

Furthermore, the UMCA never answered several of the questions relating these issues.

On January 2nd 2008 and February 17th 2008, I asked if the Board, who is supposed to be above the Executive Committee, is allowed direct contact with the UMCA lawyers too. I even submitted this question as a multiple choice and never got a response. Was the entire Board in fact offered the opportunity and was it allowed to talk to the UMCA's lawyers? Would it be allowable for individual UMCA members to consult with the UMCA attorney, using their own money?

On February 8th 2008, I noted the conflict between the UMCA and Marino's four independent lawyers’s interpretation of the 20% quorum and how important it is for the entire Board to consider what this Bylaw really meant. I got no response. Who is really in control of the member-owned non-profit UMCA organization? According to the Bylaws, it's the entire Board who should be representing the members. This, however, does not seem to be happening.
The only way to clear this up is for the UMCA to start communicating about everything instead of closing up and never responding. This secret behavior is quite disturbing--especially when using the member’s $8,600 for legal fees without allowing participation of those involved in the problem and not accepting Marino's money. Why? Why? Why?

Board of Directors: Do any of you have even a beam of concern about the health of the UMCA organization? Why did you allow the UMCA to use the member’s money to get legal advice regardless of all the financial help Marino already has offered? Why? This is serious. This is hurting the sport itself! It’s hurting the bystanders! It’s hurting the entire organization! This is really horrible!

Better late than never, speaking for those involved in trying to help you resolve the issues, I strongly recommend you start accepting our money help for the violations right now on one condition: The legal help must be contracted to an expert in non-profit law and have reputable credentials in this field of law. If there is nothing wrong, then there is nothing to hide. All we want is for the laws of the UMCA and the USA to be followed, nothing more.

Cordially,
Mavis

Attendence to open communication channels between UMCA and SaveUMCA

2007-10-14T22:06:00.000-07:00

March 15th, 2008 at 11:53 AM
Dear UMCA government and all others whom this may concern,

I got forwarded e-mails from Fred Boethling from several members saying that the UMCA members like me doesn’t know all the facts, all the UMCA member’s questions are already addressed, and RAAM have done nothing wrong but to step in and save the race.
I see that I need to be allowed to list the issues that still need to be addressed. The UMCA members do expect UMCA to address each one of them so we can be clearer what is going on.

1) Fact: On page 24 of the Sept-Oct 2007 UMCA magazine, the executive committee met to make amendments to the UMCA Bylaws. The UMCA member’s non-elected Fred Boethling is present, but none of the other non-executive Board members were. I have been asking UMCA about the details of this one and even gave a multiply choice option to help save UMCA time answering the question. Please answer my questions (such as in the Feb 17th e-mail) relating this.

2) Fact: Fred Boethling is wearing all the hats as in this blog post:http://ultracycling-us.blogspot.com/2007/11/inside-job-of-raam-sale-and-operation.html
I got all of these facts from the Nov-Dec 2006 and Sept-Oct 2007 UMCA magazines as well as Lee’s e-mail posted in a different blog post. If UMCA and RAAM will be separate organizations like stated in the Nov-Dec 2006 magazine, doesn’t this wearing of hats look a little too much? That’s my opinion, but supported by these facts. Please address the roles of these hats providing what some feared as a conflict of interests in UMCA's services.

3) Fact: Marino sent in the RAAM Report and is anxiously waiting for answers the last three months. I publicly asked his questions in a few of my letters—even in the multiply choice option--for him and didn’t get any answers either. Please answer these questions now if they are already addressed like Boethling said.

4) Fact: One of the things in Marino’s RAAM Report was concerning the lawsuits. As you all see now, it is already happening from the RAAM end and if we carry on with this lawsuit, UMCA will very likely be involuntarily dragged along with this and no one will like this. It’s still a fact that this lawsuit threat proved the concerns of the UMCA-RAAM partnership. What will happen when a RAAM rider sues RAAM? Please answer if this is already addressed after all.

5) Fact: Former UMCA Board of Director Lee Mitchell said the only paying UMCA officer John Hughes with invent in RAAM LLC and Jeff Stephens of RAAM put together a campaigning letter for the six Hughes wanted elected. Three of these elected people are then given executive rankings within weeks. (Opinion: This does all sounds odd.) Fact: Instead of an independent group of people like suggested by many, almost half of the UMCA Board members voted on this issue and overturned the complaints. Yet, UMCA set up an election committee to address the problems of the last election. This does prove that the last election was not done right. Please explain why the having the recommend of the independent party reviewing the complaints was turned down.

6) UMCA’s opinion: There was aggressive campaigning on the part of some UMCA members. Fact: Seana Hogan sent in an ad she would pay for herself to the UMCA magazine in February 2007 and this was not published out of fairness to all candidates. This however didn’t stop her from e-mailing the thing to UMCA members. If you read the ad with dispassionate, you will see that it is asking the UMCA members to vote, but it doesn’t say which candidates. This was the only “aggressive” thing known. And it’s still a fact that UMCA’s government itself was being involved in the last election by sending out the campaigning letter on a timely base and never giving the other 12 candidates the same resource a few requested after the letter came out. Opinion: UMCA’s government itself is clearly the more aggressive one in the last election and it’s disturbing to be turning down Marino’s personal money for redoing the election in a fair way. What is UMCA afraid of?
Seana’s turned down ad: http://ultracycling-us.blogspot.com/2007/11/seanas-pay-for-rejected-political.html

7) Fact: Bill Palmer’s opening sentence in his 150-word limit candidate statement was removed by someone putting together the UMCA magazine. This sentence was confirmed as saying “Thank you Lee ‘Fuzzy’ Mitchell for nominating me to run for the UMCA Board of Directors.” Bill Palmer already sent the printed out copy of his e-mail to everybody requesting for it. UMCA was asked for their copy of Bill Palmer’s candidate statement to prove that they didn’t get the same one Palmer gave to other UMCA members. Please come out and show UMCA's evidence. Do this by printing out Palmer’s e-mail and send it to the people who requested this. Only then we can be in the clear.

8) Fact: Not all UMCA members are able to vote in the last election because of the last-minute rule requiring all UMCA members to sign the wavier to not sue. There is nothing in the Bylaws stating this. Why is UMCA all the sudden doing this? Please explain for once and all.

9) Fact: There are still things in the financial report we need clearing up.
http://ultracycling-us.blogspot.com/2007/11/missing-loops-in-umca-finaicial-reports.html
This is not a joke. Please step up the effect because there are UMCA members knowing the economy, who will like to see more complete reports than the 2003-2005 ones. (And I do hope you are indeed going to publish the 2006 and 2007 financial reports as I asked in one of my letters two months ago.)

10) Fact: A non-UMCA member, Joe Jamison, was elected to the Board of Director then made President. We asked Joe and others many times to explain to all UMCA members because it’s us who owns UMCA. All we publicly know right now is that Joe either was called back when he won the election or he unannouncingly came back within days after publicly announcing he withdrew his membership and dropped out from the race. It’s a must to please explain to all UMCA members once and for all. (Opinion: Because it’s indeed a poor UMCA image as it is right now.)

11) Fact: The May 2007 election was delayed for reasons I couldn’t find by reading all of the posts on the old topica between Aug 2006 to May 2007 list at least five times. Why was this election delayed? The best answer I got was because of working on the RAAM purchase. Is this really correct? If so, then please explain because the story told by some Board members on topica, such as Joe Jamison, said they were under the impress that it was an “emergency” purchase of RAAM late in November.

12) Fact: Former Board of Director, Anna Catharina ‘Cat’ Berge, showed me an e-mail from Friday, October 27th, 2006 at 12:40:49 PM. All of the active Board members who served at this date should had got this letter from John Hughes relating the RAAM involvement. Those on the Board back at this time should review this e-mail if you don’t believe me that it’s in fact a lie to the entire Board of Directors about RAAM sale itself being negotiated. We do know Hughes is involved in having UMCA purchase the RAAM title shortly after the 2006 RAAM ended as stated by Hughes himself in Greg Pressler’s article (link below.) UMCA need to please get this one out in the clear because what UMCA members could dug up from the evidence out there clearly doesn’t smell right.
http://www.competitorsocal.com/features/ultracycling-strife.html

13) Fact: I suggest you to ask Jim Pitre if you won’t believe the interested Guus Moonen and Chris Kostman would buy RAAM if they were given the chance. Then there were other people interested too, but no one apart from those “inside the circle” knew RAAM was for sale. If it was saving RAAM, please explain why the sale was not made public. (Opinion: When the sale was not public, it was not saving RAAM. It was taking away what others were interested in buying.) Fact again, the UMCA members never knew UMCA got the RAAM title until the letter of intent was signed on November 24th, 2006.

14) Fact: The RAAM sale to UMCA was a deal on November 24th, 2006. The Board “voted” on December 3rd, 2006 and it was NOT unanimous. Cat Berge immediately resigned in protest. Cindi Staiger didn’t vote. George Thomas didn’t attend the meeting then later resigned using the “other” reasons. (I do in fact know his real reasons, but I respect his wishes to be out and away from all of this.) We have good reasons to question this timeline and we still need for you to come in the clear about it. Please explain what these facts really meant.

I’ll try to be quiet for a few weeks while you try to improve the communication of all these facts I could fish up from only God knows how many sources I checked and confirmed before putting them up on blog. As you may see now, some UMCA members have reasons to be frustrated over getting no answers.

Yes, I do want this disagreement to end as much as anyone else does. I hope you appreciate this outline of all the evidences publicly out there as your guideline. Again, I am the messenger and I don’t come to destroy. Like I said many times before, I come in peace, but with the firmness that UMCA really needs to communicate back and for the Board to take this more seriously. I have done nothing wrong.

Thank you for your time,
Mavis

Responses:

Hi Mavis,

First and foremost l would like to make it perfectly clear that what I am about to say is MY personal opinion and not ANYBODY else's, I am not a voice for anybody else! It is also not the UMCA's opinion or standpoint, and I am not speaking as UMCA Vice-President, I am speaking as me. As far as I am concerned this can be on or off record, I don't really care as all I am going to do is state facts and tell you my opinion.

I would also like to let you know that I am not trying to be rude or impolite, as in the past it has been known for people to take offence to my candidness, and I have been known to be blunt and to the point. I will try to adhere to the code of conduct I have signed, while being as truthful , honest and open to you as I am able within these constraints.

Firstly, I can't understand most of what you're talking about, most of it is double dutch. I teach kids from the ages of 5 - 18 and am used to deciphering twaddle, but boy, some of this has got me beaten!

Some examples :
- What is a "violate" word?
What is a "multiply choice"?
"Please address the roles of these hats" ??!!
"Why having the recommend"?
"Out in the clear" ?
"UMCA members could dug up" ??

I could go on and on and on like you seem to do, but I won't, but, lastly, your final paragraph.

Forgetting the war analogy, the "I come in peace" bit, "I don't come to destroy". Did you get that from a 1950's UFO B-Movie? It sounds like a badly crafted speech from invading aliens! Hahaha

Anyway, you say that you are only a voice for other members and that you are being used as a mouthpiece for their opinions. Do these other people mind that you're making them look like a bunch of fools? Why do they wish to look foolish? I'm sure some of them have very good reputations, why would they want sully that by making themselves look stupid?

Anyway, I must go now and put on another hat with one of it's different roles, and cook lunch, once i've got the recommend of my wife and it's all out in the clear what we are going to have. Please don't be violate anymore, you never know what I could dug up.

All the best.
Hoppo [Chris Hopkinson]

PS. I shall have a bottle of wine with lunch and a few beers after and then i'll read your e-mail again to see if it makes more sense. If it does then i'll get back to you......................but don't hold your breath!

--------------------------------------------------

Hoppo
Once again you demonstrate what a completely rude, clueless, and useless waste of space on the planet you are, not to mention an embarrassment to the UMCA.

Mavis is deaf and mute. Surely you know that. Therefore her use of language is not perfect. Perhaps you want to factor that into your reading of her emails, not to mention the way in which you respond to her.

You may speak "the Queen's English," but 100% of what you communicate is "twaddle."

You disgust me.

Sincerely,
Chris Kostman
--------------------------

Hey stop and look at what is going on.

From my look at the Emails flying back and forth, a section of the UMCA wants to kill the UMCA. The UMCA board is either “quite” or doesn’t respond directly to the growingly “obtuse” questions and statements.

All this infighting is over RAAM. RAAM may never make any “real” money (I will never make $100,000/yr on the $2000 “gift”) so what is the big deal? Many clubs put on races and control the trademarks. Porsche Club of America puts on races and controls Trade Marks. Hence UMCA is not in an unusual position.

All this infighting is counter productive to the functioning of the UMCA. The club is small (1800 members) and will get smaller if this continues. RAAM and other events we all enjoy may be at risk.

Please think about how to close the gap so that we can get on with cycling.

Regards
Walt Chapman

BTW->if I get “flamed” these Emails go into “junk” so please be nice.

---------------------------------

You're right, Walter: a section of the UMCA - mostly BoD members and RAAM staff - is trying to kill the UMCA. That's why some people are trying to save it. RAAM's a separate issue: it should sink or swim based on its own merits. But the UMCA members' dues shouldn't be propping it up, nor should the UMCA's lone paid employee spend most of his time propping it up. Oh that's right, he's not a paid employee anymore as his contract is expired.
[Chris Kostman]

--------------------------------

The "big deal," aside from a number of other issues, is that the purchase of RAAM was violation of the UMCA Constitution and may have violated tax laws, as tax deductible contributions to the UMCA, a 501(c)(3) charitable organization, went to fund a for profit entity, RAAM. In addition to that, the transaction was kept a secret from even board members until the last minute, and even now critical documents related to the transaction have not been disclosed to board members, who have asked for them and have an absolute right as board members to see them. So, we have a secret deal in violation of the UMCA Constitution, tax laws, and kept a secret from board members, who have the highest legal responsibility for the UMCA. No big deal?

Doug Sloan
Fresno, CA

Constitution of the UltraMarathon Cycling Association, Inc.
***
RAAM and RAAM Qualifiers

"The Race Across AMerica (RAAM) and the UMCA are legally separate organizations. The Race Across AMerica (RAAM) is owned by an independent event organizer. The UMCA sanctions RAAM to ensure the athletic integrity of the race; however, the UMCA is not responsible for RAAM financially nor for the actions of the RAAM director(s). The RAAM Race Director serves as an ex officio member of the UMCA's Board of Directors."

----------------------

Hi Chris [Kostman],

Nice to hear from you again.

I take it from your e-mail then that you, your friends, and compatriots are allowed to put whatever rubbish they want in e-mails, press releases etc, be it falsehoods, exaggerations or just plain garbage, but I am not allowed an opinion. That's fair isn't it?!

Nice to see that you haven't changed.

Hoppo [Chris Hopkinson]

PS. You also disgust me, nice to see we agree on something.

---------------------------

There's a huge difference between discussions of the UMCA and your personal attack against Mavis. If you don't get that, you have zero credibility.

Doug [Sloan]

--------------------------

Thanks Doug, Pick on the one thing which isn't true and make a big deal of it. It was not a personal attack. Thanks for proving what I said in my previous e-mail to be 100% correct.

Hoppo [Chris Hopkinson]

--------------------------

Hi Walter,

I feel that I was libelled and slandered because I dared to express an opinion. I'd like to make two things clear: (1) Losing the RAAM PR account was no big deal to me, other than it ended an enjoyable working relationship with Jim Pitre and Lon Haldeman (but that was coming to an end anyway). I run a busy PR company and we had no shortage of other accounts. So, after three great years with RAAM I was happy to move on. (2) I am not interested in taking a seat on the UMCA board. I've served on sporting governing bodies before and I'll happily serve as an advisor, as I did to John Hughes in 2005/6, but I don't have a big appetite for Board work.

If RAAM can make a profit and its investors get rich, I'm all for that as long as conditions for the athletes and event staff don't decline.So why did I speak up?

Well, as both a journalist and an organizer I've looked closely at many sporting bodies over the years, and I have a university degree in the subject of sports management. I gradually perceived serious problems within the UMCA. Over the years, in my view, it had slipped into a habit of overly centralized control, with too much power in the hands of the GM. The UMCA made some egregious errors such as the RAAM purchase which as we all know was illegal. When people picked up on these errors I thought there should have been several resignations, but there weren't. That's what offended me. I then learned that a great deal of the UMCA's cohesiveness is based on personal loyalty, rather than business ethics and performance. The alarm bells started ringing and I diverted my attention to more promising endeavours.

With more than 20 years as a professional working around the sport of cycling, including close relationships with the IOC and UCI, and most of the major cycling publications in the world, I felt I could have offered the UMCA something, and I still can. But I won't work with the current UMCA leadership.

Respectfully yours,
Paul Skilbeck

-------------------------

Chris, [Hopkinson]

I second Chris K[ostman]'s disgust. Those remarks were in very poor taste, and in fact you do yourself a disservice. Are you aware that Mavis is highly intelligent? In fact, soon you will be referring to her as Dr. Mavis Irwin as she is near completion of her PhD. I hope you are not similarly unaware of the potential of the children you teach.

Here's a funny thought in the context of your remarks: While you are teaching elementary school students, she will be teaching university students!

You wrote: >why would they want sully that...

Since you are such an ardent pedant you might wish to be aware of a problem with your own grammar. You would have correctly written 'to sully' when using the infinitive.

Paul Skilbeck

------------------------------

Excellent Paul,

Well spotted.

As you probably aren't aware I don't only teach elementary school kids, I teach the full age range. I have three diplomas with letters after my name, two with honours. Last week I gave a masterclass at The Royal Northern College of Music in Manchester. I'm afraid your attempts to belittle my education are wasted!

I hope I'm not unaware of the potential of my pupils as well Paul as I also teach special needs, deaf, blind, autistic. I haven't seemed to have had any problems yet though.

Here's a funny thought: If Mavis is that clever then she obviously must realize your group are using her and her disability to their advantage, and she must be a willing player in your little game!

Hoppo [Chris Hopkinson]

------------------------

Chris,

The only contact I've had with Mavis since March last year was when I saw her at the Furnace Creek 508 in October. I am not aware of any group that has been organized in opposition to the UMCA since early last year. Her blog does, however, represent views that I hold.

Your allegation that I am exploiting Mavis to my advantage has no basis in fact. Your allegation is simply ridiculous. Pure twaddle, to use your words. What advantage exactly would I derive from the UMCA being run in accordance to its bylaws and constitutional premises? And should the existing directors be replaced, as I believe all should be with immediate effect, I have stated that I am not interested in a position on the UMCA board. As for even organization, I know that even the most successful organizer, Chris Kostman, is not making more than a reasonable living from the sport, so I don't have a financial motivation to bring down the UMCA/RAAM and replace them with my own organization.

Please explain to the group exactly what advantage you were you referring to?

Paul [Skilbeck]

--------------------------

People,

My English is imperfect, but I am not going to become an English professor. Biology is my thing and a good biologist is the one who do careful research. I did my homework and it's a fact. There is nothing false in my public reports and they all are backed up by the evidence out there. I honestly couldn't find any evidence that would tell me that I was wrong. As a biologist, I am more than willing to be wrong and I won't have a problem writing an apology to be published in the UMCA magazine and posted on the UMCA website, but this won't happen if there is no communication about the actions on hand.

No one took advantage of my disablities. I will be mad when someone does and I already gave Kostman and Paul the bricks over the heads. Trust me. I even forced people to take my money instead of letting me into museums for free, saying it's so unfair. I hate the deaf community and never idenified myself as a deaf person. The ultracycling community is where I feel more at home and I am willing to fight for what some UMCA members and I have reasons to believe in: UMCA represents all ultracycling events. RAAM represents RAAM. As far as the evidence available out there, RAAM do seems to influence UMCA's business interests and this is a serious concern. Not answering some of the posted questions and other pointers for months further indirect something is not quite right.

Everything I do is by my own drive. I self-volunteered to be the spokeperson, but I can easily give it to someone else.

Now, please quit personal attacking each others and think about the actions on hand. We need to commuincate. I gave the specific details out of goodwill to communicate.

Mavis [Irwin]

P.S. Hoppo, if you do teach deaf, blind, etc. you would know that my English skills is in the top 1% for the deaf population even through I didn't read and write until I was 14 years old. Many educators knowing the English skills of deaf people thought I used to have hearing when I was little because of my good (but still imperfect) English. Well, I am deaf since birth.I worked very hard on my English and always will work hard at it. You may have worded your feedback poorly, but I am not insulted at all and actually appreciated the feedback.

Response to lawsuit threat from RAAM LLC

2007-10-14T21:00:00.000-07:00

March 12th, 2008 at 5:05 PM

Dear UMCA government and others whom this may concern,

All of this fighting would not happen if we are not having conflict of UMCA and RAAM interests within the UMCA organization.

How about sitting down and say that in best of both organization's interests, RAAM have to be on its own like it was when UMCA became a non-profit organization. RAAM wasn't in danger. There is even the Le Tour Ultime out there.

If you agree, I then will be daydreaming of the good things that will happen for all the ultra events and people out there. How wonderful will that be? This is what motivates me.

Happy cycling,
Mavis
------------------------
Like Mavis, I live in the United States of America, where freedom of speech is still not only legal, but encouraged and celebrated. As such, the following went out to about 7,000 endurance athletes this morning.

We'll continue to beat the drum for sportsmanship, fairness, integrity, and transparent democracy within the ranks of the UMCA government until the end of the time. Somewhere, along the way, we can only hope that the Board of Directors of the UMCA will wake up and realize that two things need to happen without delay and without any gray areas or secret back room deals:

1) Remove John Hughes from any position of authority within the UMCA, subsequently abolishing the paid Managing Director's position.
2) Sever all ties with RAAM and treat it, and all other ultracycling events and their organizers, with equality.

Sincerely,
Chris Kostman

March 8th, 2008 at 12:20 PM

Dear UMCA government and others whom this may concern,

I attached the picture of the legal letter from RAAM, LLC's attorney to show that it's indeed real.

(Blog's link of letter: http://ultracycling-us.blogspot.com/2007/11/raam-llc-threatening-to-sue-umca.html)

There are many ways to say this letter was a poor approach to solving the problem.

You all need to think long and hard about the UMCA-RAAM partnership. UMCA is a non-profit organization and as an UMCA member, I do have the rights to investigate and report UMCA's actions to the UMCA members wanting to know what is going on.

We, as UMCA members, are still waiting for UMCA's answers to the questions asked several times since the beginning of January. If you need to view the questions again, here is the link:

(The link given in the e-mail is this website page.)

Sincerely,
Mavis

Response:
(March 10th, 2008 at 7:47 AM)

I'd take that letter and plaster it all over the internet, showing how nasty these RAAM/UMCA people are being. Cannot hurt to state absolutely true facts, such as quoting from
the UMCA Constitution where it states that it is separate from RAAM, about election delays, Hughes'/Lee's letter, etc. Maybe people will get the picture about how completely
awful these people are being.

This is what this lawyer is threatening, which is illegal in California:http://www.nolo.com/definition.cfm/term/1264241E-6BCC-41DE-88FB065B11543680

Google "SLAPP suit" for more info

(Doug Solan)
-------------------
(March 10th, 2008 at 10:45 AM)

Replying all to add a couple more people whom this may concern.

I also posted both the letter from RAAM, LLC's lawyer and Fred's e-mail to me. They can be viewed here:
http://ultracycling-us.blogspot.com/2007/11/raam-llc-threatening-to-sue-umca.html

I am only the messenger voicing for the UMCA members, who elected these UMCA Board of Directors. The UMCA members do legally own UMCA, you know that.

UMCA, either have RAAM send this same threat to all UMCA members and directors or answer the UMCA member's questions concerning UMCA's actions and UMCA's relationship to RAAM.

Believe me, there are plenty of anonymous people out there wanting to know.

Mavis

Why UMCA needs an UMCA Managing Director replacement

2007-10-13T23:29:00.000-07:00

February 27th, 2008 at 7:43 AM

Dear UMCA Government,

Like any good Board of Director members, will you be putting aside your opinions and investigate why renewing the Managing Director's contract is bothering the UMCA members watching UMCA's actions closely?

This will be what I will do no matter what my opinions and the opinions of those I am representing are.

If I am you, what I will be doing is never think this in terms of "them vs. us"--I never did. I will be thinking this in terms of law and order. What I am seeing is lawsuits in the coming years if law and order is not putten above everything else now.

Think carefully about renewing the contract if you are planning to do so. In the opinions of those I am representing, we do indeed need a new Managing Director with fewer conflict of interests as stated in my letter below.

Again, I would be investigating everything more than five times and talk to people standing at as many angles as I could find, especially as a Board of Director. (I did exactly this unstop the pass year.)

Mavis
Response:
(Unclear whether it's on the record or off the record from Joe Jamison.)
--------------
Joe,
I am planning to resend the questions not answered since early January again next week because I didn't hear anything since my last resend on Feb 17th. I'm peaceful, but keeping UMCA reminded.

If UMCA is planning to answer those questions soon, please let me know and I will wait a bit longer. I however will be urged to push these questions again soon or later because it's important to all of us to be open-minded and researching carefully. (As an editor, I turned down a lot of things suggested for the blog due to little or no public evidence.)

Thanks for the note on Jack. Yes, he may had forgetten. I will confirm this then put it to closure. (Don't mind me. I am still hurted over being publicly called a lair, but as a representer, I am putting my own personal feelings aside.)

Thanks again,
Mavis

February 17th, 2008 at 9:58 AM

Dear UMCA Government,

This is my personal letter stating why I strongly recommend replacing the UMCA Managing Director.

1) Conflict of interests: The report in the Nov-Dec 2006 UMCA magazine stated that Hughes will not be receiving any earnings from RAAM, LLC and his earnings will go to Annemarie McSweeney scholarship fund. There is however still a conflict of interests in terms of his passion and devotion to RAAM’s well being. This will strongly influence his decision making on issues that are good for the UMCA membership, but not good for RAAM.
The examples involve, but are not limited to:

UMCA duties were suspected to be evaluated in May 2007 when 12 of the 18 candidates were never given their requested opportunity to re-level the campaigning grounds about 40 days before the ballot submitting deadline. Be noted that Hughes did publicly say he would be devoting most of his time to the RAAM program in this May 4th 2007 topica post:

http://lists.topica.com/lists/ultracycling/read/message.html?mid=812741735&sort=d&start=9767

The 120-page May-June 2007 UMCA magazine had about half of all pages devoted to RAAM and to the best of my knowledge, all of these were copies of what was posted on RAAM’s website. This May-June 2007 magazine arrived 6 days after RAAM started. Also, this was during the months of enriched ultracycling events, where many other events were being presented. The other races could use this amount of attention for the 85% of the UMCA members not having the resources to do RAAM. It would have been more appropriate for RAAM to produce their own program and mail it to the UMCA members, thus allowing the UMCA to offer more exposure to non-RAAM events.

2) Regarding before and after the UMCA’s change to non-profit status: Hughes was a Managing Director since 1999. A number of active UMCA members told me they remembered the UMCA history differently from the version posted on the UMCA website: Hughes didn’t take the lead in the status change; he was forced to do this. It could be true that Hughes may have a condition called “Founderitis.”

Check these links for a brief description and a couple of links to Founderitis management:
http://en.wikipedia.org/wiki/Founder
or: http://www.philanthropy.com/jobs/2002/09/26/20021003-678240.htm

You may suggest Marino has this too, but his concerns are also shared by the new generation of cyclists in the non-profit era such as but not limited to Catharina “Cat” Berge, Lou Lamoureux, Steve Scheetz, Anna Noone, Jan Christiansen, and myself. Then there are others who I understood to take part in forcing UMCA to become non-profit in 2002 such as but not limited to Seana Hogan, Charlie Liskey, Chris Kostman, Pat Enright, Paul Biron, and Reed Finfrock.
Thus, I believe it’s time to have someone willing to abide by the non-profit ways. Time is changing and we know from the former and current Board members that Hughes is still carrying out things without the entire Board’s knowledge. We definitely need someone who doesn’t have the old for-profit habits to take over.

3) Hughes hadn’t cleared up the situation on why the UMCA private mailing list was released to an unauthorized UMCA member.

The overall story is in this blog post:
http://ultracycling-us.blogspot.com/2007/11/violation-of-private-policy_13.html
This blog post also has the topica post reference:
http://lists.topica.com/lists/ultracycling/read/message.html?sort=d&mid=812743447&start=9817

I talked to Jack Bochsler last week and he said UMCA hadn’t apologized to him or anything like that yet. He was very upset when Hughes publicly said this on topica (link is above): “There are multiple ways to validate the list and I've done that. That isn't my point. If someone is going to make a serious public charge about someone else without providing any evidence, that is nothing more than an unsubstantiated rumor, not a statement of fact.”

Well, UMCA now knows for sure that this person told the truth and she does have the evidence right from the day she mentioned the problem. She did try to help Hughes figure this out without giving him the name—go back and read the topica posts again to refresh the memory. She was just not in the position to disclose someone else’s name back at that time. Jack finally gave her permission to do so on November 30th 2007, when she asked him if he wanted to stand up with the others on the SaveUMCA team. If Hughes compared the public UMCA directory and the list he gave Jeff Stephens alphabetically, it won’t take him long to notice “Bochsler” was supposed to not be there like it never was ever since Bochsler became a member in 2004.

4) We are still investigating this one. Let’s try again: Hughes, did you send out this letter?

http://ultracycling-us.blogspot.com/2007/11/e-mail-to-managing-directors-friends.html

I guess it’s time for me to say I do know from Rick Kent that someone answered Hughes’s e-mail, saying that Hughes is ignoring this and told Rick Kent to do the same thing. Rick Kent didn’t mean to have this information in his e-mail to Pat Enright. Pat Enright forwarded this evidence to me. Thus, I do know Hughes and someone else answering his e-mails at UMCAHQ@aol.com is ignoring this.

None the less, this is a very serious thing and calling for a termination as stated in Hughes’s old contract, which I posted on the blog. I already confirmed that this e-mail was sent out from two of Hughes’s friends who separately got this first-person. They separately and independently forwarded this e-mail from Hughes to me as well as some other people.

Hughes never denied sending out this letter, so we do have strong suspects that this was indeed real. I was surprised no lawsuit was filed, but it’s dangerous to keep Hughes in office with this in the UMCA members’ memories.

For the sake of UMCA’s interests, we need a Managing Director replacement.

Coincidently,
Mavis

Questions relating Marino's 13-page RAAM Report

2007-10-13T22:50:00.000-07:00

Timeline of Marino's RAAM Report:

Marino's RAAM Report submitted to UMCA on January 6th by Marino
February 6th (original questions)
February 17th (Compile of Feb 6th questions as multiple choice--see below)
April 17th (Mavis re-sent the questions)

February 17th, 2008 at 9:52 AM

Dear UMCA government,

Based on the quickness of the answers to the other questions (within one or two days), I assume, I have compiled some multiple choice questions based on Marino’s version of questions he presented from February 6th. Once again, it’s up to you to either pick the most accurate answer or answer in your own words.

1) I presented a 13 page report dealing with the subject matter of the UMCA owning RAAM. Where am I in error with my opinions? For those who did not read the report, I outlined many potential conflicts of interests between the UMCA and RAAM, LLC. My presumption is that RAAM, LLC wants desperately for the UMCA to legally own the race because it will afford RAAM, LLC many potential opportunities to reduce their operating expenses, which increases their personal profits, but still does not put a ceiling on the amount of money RAAM, LLC investors can make by owning the race. If RAAM, LLC were to become non-profit, this would greatly reduce their personal earning capacity. In essence, RAAM, LLC has the best of two worlds, that of operating as a non-profit, but able to make money as a for-profit. In order for this to work for them, they must have a heavy influence on the UMCA Board because the Board has the ability to control future races (and their personal profits). This is a control and money issue. (Pick all that applies.)

A—We will gladly answer all of Marino’s points in the Jan-Feb 2008 UMCA magazine. Be on the outlook for the magazine.
B—We hadn’t discussed Marino’s 13 page report much ever since it was submitted on January 6th. We are generally ignoring it.
C— We hadn’t discussed Marino’s 13 page report much ever since it was submitted on January 6th, but we will eventually get to it. It’s just that we need to first work on Hughes’ new contract and some other more time sensitive issues.
D—We discussed Marino’s 13 page report and decided Marino is just a grumpy old man and we think that as long as we ignore his pestering, he will eventually go away.
E—We spent 2-4 hours (or more) discussing Marino’s report and is still working hard on it each time we have a chance. We may not have a conclusion until (March?).
F—We now understand why we need to uncover more details about the UMCA-RAAM partnership and we will do that so the concerned UMCA members don’t have to be assuming anything about the non-profit and for-profit organizations’ partnership anymore.

2) How many investors of RAAM, LLC are on the UMCA Board? How many should there be? (Pick all that applies.)
A—There are currently three of them: Fred Boethling, John Hughes, and Muffy Ritz. During Spring 2007, there was also Lee Mitchell.
B—There is nothing in the Bylaws saying how many should be on the Board. Of course, that was before the partnership. We forgot to make this Bylaw amendment when we did the amends last Fall.
C—We are aware that the UMCA Constitution stated the UMCA and RAAM should be two separate organizations—as one of the ways to avoid negotiating other non-RAAM events. This indirectly meant we shouldn’t have RAAM investors and UMCA officers wearing both hats as a way to avoid conflict of interests between acknowledging RAAM itself and the other events UMCA is supposed to be acknowledging too. Well, we forgot to make these necessary changes when we made Bylaw amendments last Fall.
D—We don’t care what you think of the UMCA-RAAM partnership. It’s valid regardless of what the UMCA Constitution said and the non-RAAM race directors can whine all they want.

3) Per Federal law, all Board members (or their legal council), are entitled to view all business contracts involving the non-profit (UMCA). RAAM, LLC has been refusing to abide by this law. Why is RAAM, LLC violating this law, why is the UMCA allowing this law to be violated?

A—Like we told you before, the business contract is a private matter and we don’t want to deal with the non-RAAM race directors protecting their event’s interests.
B-- Like we told you before, the business contract is a private matter and there is no proof of the federal law entitling all Board members the rights to view all business contracts.
C-- Like we told you before, the business contract is a private matter and not even all of the RAAM, LLC’s investors have the right to see this contract. (This one is a rumor the UMCA members want to confirm.)
D-- Like we told you before, the business contract is a private matter and you have absolutely no business trying to preserve the Board or anyone else’s federal law rights.

4) Is the UMCA better off by owning RAAM? Support your answer. (Pick all that applies then explain)

A—Oh yes! The UMCA and RAAM were partners in the pioneer days and it was so successful we want to unite the two again to maximize the interests of the ultracycling sport even through RAAM will keep other RAAM-like races off the market.
B—Oh yes! UMCA and RAAM used to be together when both were for-profit organizations and even through UMCA is now a non-profit organization, we see no harm in bringing the two together again.
C—Oh yes, even through Marino’s 13 page report did unmask a few serious possible problems that make the partnership impossible to be stable.
D—Oh yes and clowns such as Marino are only bothering us with details we don’t think will ever happen or be a problem.
E—It’s probably not quite a good idea to bring the non-profit and for-profit together again. After we were told of the estimated RAAM costs by those familiar with hosting RAAM, we realized RAAM wasn’t in danger at all.

5) What exactly are the details of the MD's interest being in a Blind Trust?

A—Like stated in the Nov-Dec 2006 UMCA magazine, MD is not participating to make any money and any earnings he makes will go to the Annemarie McSweeney scholarship fund. This is not in writing, just a verbal promise and the UMCA members don’t have the right to ensure this is actually happening because the RAAM, LLC’s financial report is a private business matter.
B—Like stated in the Nov-Dec 2006 UMCA magazine, MD is not participating to make any money and any earnings he makes will go to the Annemarie McSweeney scholarship fund. This is in the UMCA-RAAM contract or some other contracts the UMCA members don’t know about yet.

6) Extra: Regarding the MD’s Blind trust details. It was stated in Ultracycling Magazine that Hughes is a less than 20% investor in RAAM, LLC. If Hughes remains as the MD and RAAM is sold in 4 years from now for three times the original price that RAAM, LLC paid, select the best answer regarding Hughes’ earnings.

A—Hughes will be paid the same amount he originally invested when RAAM was purchased.
B—Hughes will be paid (less than 20%) of the new RAAM selling price.
C—Not exactly either A or B, explain.

6) What is in the contract between the UMCA and RAAM, LLC?

(Basically, we need to know whether the possible problems unmasked in Marino’s 13-page report are taken care of in the contract. You are expected to carefully answer each of Marino’s problem points, stating whether they will be prevented from happening according to the contract between UMCA and RAAM, LLC.)

Happy cycling,
Mavis

Questions relating RAAM's Fred Boethling at UMCA's ExComm meeting

2007-10-13T22:39:00.000-07:00

Timeline of asking about RAAM's Fred Boethling at UMCA's ExComm meeting:

January 2nd (orignal)
February 17th (compiled version of Jan 2nd orignal--see below)
April 17th (Mavis re-sent the questions)

February 17th, 2008 at 9:02 AM (updated on April 18th)

Dear UMCA government,

I have twice submitted the questions relating to Fred Boethling, the RAAM President/CEO who was at the executive committee meeting as reported on page 24 of the Sept-Oct 2007 UMCA magazine. In this meeting, they made amendments to the UMCA Bylaws. After 6 weeks, I am now taking the time and trouble to present some multiple choice questions. It’s up to you to either pick the most accurate answer or answer in your own words.

1) What exactly is the nature of the RAAM president/CEO’s role in the executive committee meeting for making amendments to the UMCA Bylaws? (Pick all that applies.)

A—According to the RAAM-UMCA contract, the RAAM president/CEO has the right to be on the executive committee even through the Bylaws state that he’s not a member of the executive committee.
B—The RAAM president/CEO has no legal right to be on the executive committee, but he was invited even through the entire Board was not invited.C—The entire Board was invited and only the non-elected Board member from the for-profit RAAM organization attended.

2) Why was the RAAM president/CEO invited to this executive committee meeting? (Pick all that applies.)

A—Since the UMCA is partners with RAAM, its a logical thing to have the RAAM president/CEO take part in the meetings, such as this one, concerning the amendments to the UMCA Bylaws.
B—The RAAM president/CEO has a solid background knowledge of the issues and was advising the executive committee on the bylaw amendments.
C—The RAAM president/CEO was just invited to be at this executive committee meeting and he didn’t actively participant in the meeting. (His presence is, however, having an influence.)

3) Was the RAAM president/CEO appointed/approved by the entire Board to attend this reported executive committee meeting? (Pick one.)

A—No, he was not approved by the entire Board, but the entire Board knew about this beforehand.
B—No, he was not approved by the entire Board and not everyone on the Board knew about this until after the Bylaw amending session.
C—Yes, he was approved by the entire Board to take part in all UMCA meetings.
D—Yes, he was approved by the entire Board to take part in this one executive committee meeting.

4) It does sound logical to have UMCA attorney attend this particular executive committee meeting for makingthe Bylaw amendments, but does the entire Board have the connection to him too? According to Rick Hays, it costs money to have the entire Board contact the UMCA attorney and this is the duty of the executive committee. Yet, in the preservation of the elected UMCA Board's Bylaw rights...

A— The entire Board does have the UMCA attorney’s connection information and they are expected to talk to himat their own expense.
B—The elected members of the Board were denied the requests to talk to this attorney.
C—The elected members of the Board never was given the lawyer's connection information.

Sincerely,
Mavis

Discussion with BoD Jerry Segal

2007-10-12T22:46:00.000-07:00

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,
Mavis

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?

Mavis

First (and only?) wave of questions being answered by Board's Liaison

2007-10-12T22:05:00.000-07:00

January 28th, 2008 at 4:12 PM

Dear UMCA government,

I know I already asked you this question before, but I have to mention it again. It is indeed important for the UMCA members to know the status of the managing director's contract. This kind of thing have to be posted as news on the ultracycling site and published in the Ultracycling magazine since all UMCA members legally owns UMCA and is paying the employee here. It has been four weeks pass the expired date as of today already.

We do need to know what is going on. I strongly advice you to post something relating this on the ultracycling site ASAP.

Also, there is a couple of Bylaw head-ups:
1) The entire Board must be involved in the managing director's contract discussion and vote. The ExComm doing this alone will be a violation.
2) If the contract was expired and the managing director continues to be paid, this will also be a violation.
Thanks,
Mavis

Response:
Hi Mavis, I am getting to these one at a time. That way we avoid confusion. The MD is working on an interim contract basis through the end of February at which time either a new contract will be signed, the present one extended again temporarily, or not renewed. The interim contract was made retroactive from the beginning of January. The full board does take part in this process. That does not mean there is unanimity. The website is not considered the official record, rather Ultracycling Magazine is the record. Essentially employment matters are confidential for the most part for obvious reasons. The MD works for the Board, the Board works for the membership. When a new contract is signed I am sure it will be announced. It may be until the end of February before that takes place. This is my understanding of things. I hope this answers your question. Thanks. Rick
-----------------
Mavis, I have not had the time to look at the blog lately. I apologize for that. If there is something that you feel is really pressing let me know; otherwise, I may end up missing it. I will try to get to the blog this weekend. Sorry about that, but I am in a master's program, doing an internship and working full time. Some things slip through the cracks. I hope all is well. Thanks. Rick
-----------------
Absoluately. I am in the doctorate program and working part time in addition to carrying this burden of people calling me names. I hadn't updated the blog yet, but there is one more important question relating the contract: Who approved the interim contract? The board? (You see...anything less would still be a violation of the by-laws.) I suggest you to take it easy. I will resend the two other questions later so you can reply all. I know that not the entire board know what was going on and it will be helpful for them. Mavis
----------------
Mavis, Thank you for your advice. I will. I know that the full board did okay the interim contract. The EC recommended it, but as you note it has to be the full board. Thanks for your patience. Rick

January 28th, 2008 at 4:01 PM
Dear UMCA government,

I recall that about late Feburary of last year, UMCA got the insurance for the Board of Directors. This insurancecoverage will expire at the end of next Feburary. Will you be renewing it since UMCA is now owning the title of RAAM? You know, I understood that having UMCA owning the title of the race is carrying lawsuit risks for the volunteers on the Board. Thus, why you sent me and all other candidates a proof of your insurancecoverage. I hope I am helping you remember this important thing.

Cheers,
Mavis
Response:
Hi Mavis, I have been asked to answer your question concerning insurance. The policy was renewed, it is adequate for the needs of the organization based on board discussions. The amounts of coverage will not be shared. This only makes good business sense. I hope this answers your question. If not let me know. Thanks. Rick

January 28th, 2008 at 3:55 PM

Dear UMCA government (and the new Liaison),

I spoke with Rick Hays last week for several days and I am recognizing his position.
I however believe in order for the communication to stay good betweenthe UMCA members's elected representatives (Board of Directors) and the UMCA members, it is important for the UMCA members to be able to continue contacting their elected BoD directly. Thus, I will continue to send you e-mails directly.

Question relating this: Did the entire Board vote to approve having the Liaison? After all, the Liaison iscalled the Board's Liaison and this Liaison is currently the non-elected volunteer between the UMCA members and those they elected.

A UMCA member kindly pointed out to me that my "We are on the record. Off the record is an option." was unclear.What I meant by that was that you can answer my questions and I will post your replies on public blog for otherUMCA members to see. You however can choice to answer, but tell me to not put it on the blog. I am interested in only the answers to the provided questions and I meant to note that I am giving you three weeks to answer. Sure, you should feel free to not answer too.

(Rick, I know you already answered that one, but I promised I will publicly write about this directly to the Board.)

Mavis

Response: (Couldn't find Rick's answer to this for some reason.)