Minutes of Corporate Council Meeting June 22, 2018

The Meeting was conducted according to Robert’s Rules of Order as per SJUSA By-Laws

Meeting was Called to Order at 8:37 AM Mountain Standard Time

In Attendance via Conference Call:

Loren Zhimanskova, Chair

Mark LaRowe, Vice-Chair

Levi Downey, Treasurer

Since this was our first meeting, no minutes of a previous meeting were read

No Officer’s Reports or Committee Reports were read

Special Orders were according to the Agenda as follows:

1) Motion to confirm SJUSA’s 2019 race structure consisting of three regions: Northern, Central

and Southern, plus one year-end Championship Final. Each region will have a minimum of

four races. Ten races have been officially declared and scheduled with the permission of

race organizers. These are Helena, MT; Steamboat Springs, CO; Butte, MT, Pagosa

Springs, CO; Jackson Hole, WY; Saratoga, WY; Soldier Hollow, UT; Polson, MT; Gunnison,

CO; Wisdom, MT. We will be confirming dates and announcing two more races to round out

the calendar shortly as well as the location of our Championship Final. Until the two

additional venues are determined, SJUSA will refer to them as “Wild Card” races or Races

TBD. Additional races will be considered at a later date upon vote of the Corporate Council.

Loren presented the Motion. Mark seconded and Levi concurred.

2) Motion to confirm SJUSA is ready to approach regional and national sponsors now that our

501(c)3 status is official and our race structure and calendar have been determined. Loren

presented the Motion. Mark seconded and Levi concurred.

3) Motion to offer individuals a 5% payment as an incentive to bring sponsorships to SJUSA.

Discussion followed which clarified that these sponsorships must be monetary, not in-kind

gifts, and not local sponsorships. Loren will follow up with our CPA to determine the correct

way to disburse such funds. Individuals may elect to donate the reward to a race of their

choice, a region of their choice, SJUSA itself or a charitable cause associated with a race or

SJUSA. Levi presented the Motion, Loren seconded and Mark concurred.

4) Motion to reach out to entities such as YANA (Yale Alumni Non-profit Alliance) and Yale

Connect among others to solicit advice and utilize networking to achieve our current goals.

Loren presented the Motion, Levi seconded and Mark concurred.

5) Motion to compose and send an email to SJUSA races asking each to designate a Member

Race Delegate who will be that race’s chief spokesperson at Member Race Committee

Meetings and will be receiving confidential correspondence from SJUSA. Each Member

Race Delegate will be asked to declare an Alternate Delegate to stand in for them at

meetings only in the even that the official Member Race Delegate is unavailable.

Discussion followed regarding whether a conflict of interest exists for Corporate Council

Members to also serve as Member Race Delegates. Levi and Mark expressed that as a

potential conflict is declared, which we are doing, and as long as our By-Laws do not

prohibit this, Corporate Council Members may also serve as Member Race Delegates.

Motion was presented by Loren. Mark seconded and Levi concurred.

6) Motion to set a date for a second Organizers’ Summit once Member Race Delegates have

been determined. Loren presented the Motion. Levi seconded and Mark concurred.

7) Motion to confirm Rule and Regulations are ready to be announced with the exception of

how the 4D format will be introduced in 2019 either at races or in the SJUSA point series.

Discussion followed and Mark recommended we schedule one more Advisory Committee

Meeting to clarify whether points may be earned in a region other than the region declared

by the competitor in the event that races are cancelled, for example. We are in agreement,

however, that competitors shall be able to attend as many races in their region as they

desire and count their top three races for points. This incentivizes competitors to go to more

races. Loren does not feel that points should be earned outside of a designated region, but

we will be opening this to further discussion at the next Advisory Committee meeting and

then taking an official vote. Mark motioned to table the Motion. Loren seconded and Levi


8) Motion to begin using an online Quickbooks program to determine a budget and begin

accepting and allocating funds. Discussion followed. Levi recommended asking our CPA

for a list of categories which typically apply to non-profits of our size. Loren will do this.

Loren queried as to which bank we should use and Mark and Levi suggested Wells Fargo as

there is no Chase bank in Montana, but Wells Fargo has branches in all of the states in

which our races currently occur and in the states in which the three of us currently reside.

Levi presented the Motion. Loren seconded and Mark concurred.

9) Motion to add Tommy Hill to the Hall of Fame. Jerry Kissell had nominated this inductee and

Loren had missed adding his name to the last newsletter. Discussion followed. It was

agreed that Tommy Hill should be added which brings the number of initial inductees to

eight: Jody Manly, Kenny Hilton, Jeffrey Dahl, Tommy Hill, Paul Copper, Bill Crabtree, Red

Lodge and Merlin. It was agreed that this number is appropriate and the mix of organizers,

skiers, riders and horses balanced so that no further inductees will be added at this point in

time. It was also agreed that some names that were mentioned, while deserving of

recognition, should not be inducted until they have semi-retired or fully retired from the sport.

The Advisory Committee and Corporate Council will discuss in a future meeting how many

inductees we wish to accept each year going forward. Levi presented the Motion, Mark

seconded and Loren concurred.

10) Motion to adopt our By-Laws as submitted to the state of New York on June 14, 2018.

Loren presented the Motion. Mark seconded and Levi concurred.

No unfinished business or new business was discussed.

No announcements were made.

The meeting was adjourned at 8:59 am Mountain Standard Time