Dec 2011 BoG Meeting

[Ned]

I've just returned from the meeting, and here's the update:

The Board of Governors met on 6-7 December for a regularly-scheduled meeting in Washington DC.  All of the members were present, with the single exception of Maj Gen (Ret) Susan Pamerleau who had a conflict.  The new members - Brig Gen (ret) Leon Johnson, Mr. William Davidson, and Lt Gen Sid Clarke - are terrific additions to the Board.  They are active and engaged and bring a great deal of experience and wisdom to the table.  Also present for his first boG meeting was Brig Gen Joseph Vazquez, our own National Vice Commander.

(I must say it is pretty easy for me as a mere Lt Col to remember everybody's first name - "General.")

The Audit Committee met first, starting at four on Tuesday.  The agenda was unremarkable, consisting primarily of receiving briefings from our outside auditors (Wilson, Price) on the conduct of the FY 2011 audit and a briefing from CAP's chief financial officer.  The FY 2011 audit appears to be progressing normally, with the final results due in April.  The CPA firm audits both appropriated and corporate funds.  Our CFO briefed us on open audit items from last year, the separate audit of the NHQ employees' 401k funds, and the wings' financial assessments.  While there are some wings that need some TLC from the Wing Financial Assistants (mostly better record keeping and Finance Committee processes), there is nothing to suggest any issues such as fraud or significant mismanagment.  Mostly good news.  We took action to establish a separate depreciation schedule  for refurbished aircraft (10 years, versus 20 for a new aircraft.)  We also had private meetings with CAP-USAF, the CAP IG, the external auditors, and the CAP EXDIR and CFO where they could share any concerns or issues.  No significant issues were raised.

The full BoG meet starting a little after six.  We did the routine stuff like approving the minutes of the June meeting, setting the dates for the next meetings, and approving the legislative agenda for 2012.

We were extensively briefed on the FY 13 Appropriated Funds financial plan, and approved it.

We were asked to approve a COLA adjustment for the NHQ employees, and took action.  (I'm being a little vague here because I don't know if it has been announced to our employees yet, and that news should come from the EXDIR.)

We appointed a Governance Committee as a standing committee of the BoG.  It will have a member from each BoG "group".  Generals Carr, Speigel (Chair), and Schiltt will serve.  The normal duties of a corporate governance committee include things like setting/reviewing executive compensation, developing a BoG code of ethics, defining the roles & responsibilities of BoG members, and developing a conflict of interest policy for BoG members.  Additionally, the Governance Committee has been tasked with the initial work following receipt of the BoardSource governance report.

The EXDIR also briefed us on the status of the 2011 Business Plan as well as setting the 2012 Business Plan goals.

In executive session, we discussed and completed the appraisal form for the EXDIR.

We adjourned for the evening at about 2230 hours.

We started promptly at 0730 on Wednesday morning.  The majority of the day was spent in executive session during which we received an extensive briefing from our consultants on their Governance Report and Recommendations.  We had received the report as a "read-ahead" document, but the briefing allowed us to go into great detail on the recommendations and ask a whole lot of questions of the experts.  The report itself is nearly 50 pages (and, BTW, contains the complete text of the comments made by every single on of the nearly 340 CAP members who completed the governance survey.)

Before you ask, I am not permitted to release the report or comment in any detail on the contents.  We have resolved to release it within a reasonable period of time, but first the BoG wants to begin the process of carefully considering the document and asking for additional input from our principal stakeholders, including the SECAF and senior CAP leaders.  We are aware that a combination of corporate and appropriated dollars were expended to produce the report and that every CAP member and stakeholder has a legitimate interest in the contents.  We just need some time to finalize the process (exactly how and when the report will be shared, and the process for receiving the necessary input and advice from everyone involved - the membership, CAP senior leaders, and the AF).  I ask for your continued patience until then.  The BoG Governance Committee will be meeting in a matter of weeks to begin finalizing the process.  We are also acutely aware that timing is important.  The summer National Board meeting is "only" 9 months or so away.  If (and I repeat IF) any changes are made that would affect processes that normally occur on or before the NB meeting, the meeting date is an important consideration.

Allow me to emphasize that the only thing that has happened at this point is that we have received a report and recommendations from our consultants.  No decisions of any kind have been made.  It may be that no changes at all will be made.  And if changes are to be made, it will not occur until an open and orderly process occurs that allows everyone concerned - inlcuding the membership - to review any proposals and provide meaningful input.  Then and only then will change occur.

(Parenthetically, let me note for you that each of the BoG members commented on the wisdom and passion expressed in the comments of individual members who responded to the survey.  As you might expect, there was not exactly a consensus expressed on what to do, but each of you has been heard.  (And in true CT tradition, over a dozen comments to the Governance Survey focused on uniforms.    ))

We also heard in executive session from our lawyer about pending litigation - which was good news.  We are not involved in signifiant litigation at this time. The IG briefed us on the status of the IG system and significant complaints.  We have a new software system to track complaints that should allow us to see if they are being closed in a timely manner, but not all wings are participating yet.  We asked the IG to place some emphasis in that area and to place emphasis on closing out all complaints over the regulatory timelines.

Back in public session, we were briefed on the continuing federal budget process and the impact on us.  Based the budget passed by the Senate and the current bills in the House, it looks good for our 2012 funds.  The handwriting on the wall for 2013, however, is less rosy.  We will prudently plan for reductions in 2013 and also begin increasing significantly our reserves.  We recognize the obvious risk in reliance on appropriated funds for roughly 85% of our budget.  We have a new Development officer slots on the national staff, and will focus increased efforts in identifying funding streams outside of appropriated O & M funds.

We received routine updates on our investments, line of credit, safety, and the new MARB strucure.  We also learned that Vanguard had returned over $120,000 to CAP to be spent on Hawk, NESA, and the Oshkosh facilities.  We also received an update on the Congressional Gold Medal efforts.  If we cannot improve our efforts in this area, we risk failing to recognize the heroic service of our WWII members.  I personally urge each of you to contact your rep and senator and ask them to support the bill (HR 719 and SB 418).  Sadly, we learned of the loss of another of our sub-chasers just last week.  We need to make this happen.

And that was pretty much it.  We adjourned just before 1600.


Let me know if you have questions.

Ned Lee
CAP Member-at-Large

[arajca]

Ned,
   thank you for the update. It's always nice when those in charge (yes, you) take time to pass good information on the those not in charge (the vast majority of CT members). It shows a great deal of respect, which is not often found nowadays.

[LC]

Awesome! Now hopefully the 120k from Vanguard gets put to good use before the summers activities start in 2012!

[disamuel]

Thank you for the update Ned. It's nice of you to summarize the meetings for us. It really helps make the process more transparent.

[NCRblues]

Ned,

Thank you for your report. I know sometimes you and I disagree on many things, but I really do appreciate your update on this.

A quick couple things.

#1. In earnest, 9 months until the NB meeting is very short time in the grand time line. Not to be a PITA, but why could the report not be released out right? It will take most members a little while to read and comprehend what is being proposed by the study, then it will take even longer to sit down with the wing king/queen and tell them our thoughts to take up the chain. (because we cant jump it, remember) I feel that the study should be released before the end of the year. That gives the members, who make this organization run, time to read/reflect/react. Please do not get me wrong, I am VERY pleased the BOG wants to release it, I just feel that we (the members) are being treated with kid gloves. (or the real reason, BOG/CAP fear of a past member turned blogger spreading disinformation)

#2. The 120,000. Can you get us a breakdown of what activities are getting what % of  the funds?

[RiverAux]

While I'm always in favor of CAP spending a little bit of time thinking hard about what we do and how we do it, I don't see any particular reason to rush getting out a report like this.  This report just represents a little analysis of the situation not much different, except in size and cost, than what BoG members would likely see here. 

It would probably also pay to take a little time for the BoG to write up some sort of accompanying document explaining the context of the report and what they may or may not do with it.  Just dropping it on the web could prove to be problematic as without guidance a lot of folks would take it for gospel as to what will be done. 

We are aware that a combination of corporate and appropriated dollars were expended to produce the report

How much, by the way?

[jimmydeanno]

Re: 120k

Didn't the NEC just authorize 25k of that money to be used for "volunteer travel?"  Is there any particular reason that our uniform purchases are subsidizing executive travel?  Isn't this how all the horror stories on wall street begin?

[NCRblues]

While I'm always in favor of CAP spending a little bit of time thinking hard about what we do and how we do it, I don't see any particular reason to rush getting out a report like this.  This report just represents a little analysis of the situation not much different, except in size and cost, than what BoG members would likely see here. 

It would probably also pay to take a little time for the BoG to write up some sort of accompanying document explaining the context of the report and what they may or may not do with it.  Just dropping it on the web could prove to be problematic as without guidance a lot of folks would take it for gospel as to what will be done. 

We are aware that a combination of corporate and appropriated dollars were expended to produce the report

How much, by the way?

I know how to solve the "folks take it for gospel" problem.

Make the full report available only through eServices, but, put a big red disclaimer on it that says something along the lines of....

"This is a report of study done by an outside agency CAP hired. This is only a study and recommendations. This holds neither regulatory weight nor command directive. Feel free to review this and pass along your ideas about this study to your corporate officer"

Boom, done.

P.S 900th post....woot!

[lordmonar]

NCRblues,

The issue is that the BoG needs time to work on this....before they have every Tom, Dick and NCRblues screaming at them with their ideas about what should done.

This is important for a few reasons.

1)  The BoG through Boardsource has already soliticed adviced and comments from the general membership.
2)  The BoG MAY....MAY.....I SAY AGAIN.....MAY make their own decisions without any advice or comment from the rank and file.  I don't think they are going to do that.....but It's in their job discription.
3)  The BoG just like all the rest of us....needs time to read and digest the report before they get slammed by every one.

If in the end the BoG decides to elect a Presidente For Life and change our name to the Little blue Guys at the Airport.....with out discussing it with us...no one is holding a gun to your head....you can always go join the CGAUX or the Boy Scouts  or the Red Cross or you local SAR team.

[Ned]

Let me see if I can hit everything so far:

I spent some time staring at the spreadsheets, but don't see anything that tells me the breakdown of how the $120k in Vangard funds is distributed between the regional training facilities.  I know that by NB policy the money is fenced to training, but I can't trace the dollars based on the documents I have.

And I wasn't at the most recent NEC meeting, so I can't speak to whether some money got diverted from VG (or anywhere else) to cover volunteer travel.  Let me check and see what I can find out.  As I said, the original VG policy was to fence the money for training and I don't think that has changed, so there must be a disconnect if your information is accurate.

Having said that, most of the travel money goes for wing commanders who get reimbursed for some - but not all - of their travel.  Being a wing commander is always a money-losing proposition.  If we had the money, I would reimburse more of their travel in order to allow a more diverse pool of applicants, but that's just me.  Reasonable minds differ as to how much volunteer travel should be reimbursed.

(For the record, I get reimbursed for BoG meetings, but paid my own way to COS and NSC this year.)

The Governance Study was put out to competative bid according to our own contracting rules.  The AF could not do it for free for us due to the rules that prevent them from competing with private industry.  BoardSource was the winning bidder, and the contract was for about $200,000 if I recall correctly, mostly paid with appropriated funds.

Finally, there was a spirited discussion on the BoG about when and how to release the report.  Some of us initially thought that releasing the report now would be appropriate, some thought we should wait until the Governance sub-committee should answer that question after fully assessing what negative effects such a release might have on the process.  With the understanding that the report WILL be released at some point, we unanimously decided that we should allow the committee to think it through carefully before recommending a release schedule.  Part of that reasoning was that it would be difficult to "unring the bell" if the committee could identify solid reasons to delay the release.

Thank you for your kind thoughts.  I noticed that nobody had was critical that the agenda was not publicly released before the meeting.  It should have been, and was posted on the part of eservices only accessible to BoG members and senior staffers; nobody noticed that it had not been posted in the area accessible by members.  Please do not hesitate to mention that sort of thing in the future.  If we have missed something, we will fix it as soon as possible.

[NCRblues]

NCRblues,

The issue is that the BoG needs time to work on this....before they have every Tom, Dick and NCRblues screaming at them with their ideas about what should done.

This is important for a few reasons.

1)  The BoG through Boardsource has already soliticed adviced and comments from the general membership.
2)  The BoG MAY....MAY.....I SAY AGAIN.....MAY make their own decisions without any advice or comment from the rank and file.  I don't think they are going to do that.....but It's in their job discription.
3)  The BoG just like all the rest of us....needs time to read and digest the report before they get slammed by every one.

If in the end the BoG decides to elect a Presidente For Life and change our name to the Little blue Guys at the Airport.....with out discussing it with us...no one is holding a gun to your head....you can always go join the CGAUX or the Boy Scouts  or the Red Cross or you local SAR team.

Well, I guess we will just have to disagree. I believe it is the job of the BOG/NEC/NB to listen to every "tom, dick, and NCRblues" because that's what they volunteered to do. No one held a gun to THEIR head and forced them to serve in those positions.

#1. Come on, we both know that not everyone in CAP got that chance to add their impute. Some of our best and brightest (and oldest) members do not even know how to turn on a computer, let alone send emails and take surveys. The faster this gets out to the general membership, the better and more diverse the response from members can be.
#2. I hope they wont, but I have very little faith if we are going simply by past actions of our so called "leaders".
#3. Ned said they got the report before the briefing. In my last post I said before the end of the year. They "officially" got the report on the 7th, so the end of the year will give them 3 weeks and 1 day, then post it out with the warning I put on the other post.

Oh I know and understand no one is forcing me to stay. But I have half my life in this organization with thousands and thousands of dollars put into it(so much so that I was audited by the IRS last tax season because they did not believe i was spending that much on cap... I was, they apologized). CAP is my life. I live in 24/7/365. Is it a crime for me to want more openness? I think not.

[lordmonar]

The BoG is not answerable to membership.  Sorry that's not their job.
Four members are answerable to the SECAF....I.e. he can tell them how to vote.
Three members are not answerable to anyone....once selected by the SECAF and CAP CC it does not appear that they can be removed
CAP gets the National CC and Vice CC....answerable to the NEC/NB and two at-large members answerable to the NEC.

Nope.....it is not their job to represent us.....it is their job to do what is best for CAP as an organisation.

1) If our best and brightest can't operate a computer.....by definition they are not our best. 
2) You don't have faith in our leaders (NB/NEC) or our leaders the BoG?
3) To what end?

I understand your frustration.....and dedication to CAP.....but attacking the only guy giving us any information about what is going on.....is not really helping your position. 

[NCRblues]

The BoG is not answerable to membership.  Sorry that's not their job.
Four members are answerable to the SECAF....I.e. he can tell them how to vote.
Three members are not answerable to anyone....once selected by the SECAF and CAP CC it does not appear that they can be removed
CAP gets the National CC and Vice CC....answerable to the NEC/NB and two at-large members answerable to the NEC.

Nope.....it is not their job to represent us.....it is their job to do what is best for CAP as an organisation.

1) If our best and brightest can operate a computer.....by definition they are not our best. 
2) You don't have faith in our leaders (NB/NEC) or our leaders the BoG?
3) To what end?

I understand your frustration.....and dedication to CAP.....but attacking the only guy giving us any information about what is going on.....is not really helping your position.

The Membership as a whole knows what is best for CAP IMHO. In fact, many members on here push for some form of elections for our leaders...I.E. they believe the membership will know best overall. That is what this nation is all about, but its ok, we can disagree like I said.

#1. Members who have been in 30/40/50 years and are the ones that keep this organization running and in good standing with "clients" other than 1st AF are worthless because they grew up outside the computer generation and find them hard to use? I do not believe that at all, nor do I really believe you do.
#2. I have little faith in ALL of the leaders. NB/NEC/BOG Nat/cc Nat/vc.... It seems to me, they want to play games while CAP struggles as a whole ( I.E. Missions, funding...ext ext...). Not to say that every single one of them is bad, but overall, less than impressed.
#3. Not sure I understand what you mean by "to what end". If you are asking me why I believe this needs to be released sooner rather than letter, well.... We the members have the most at risk IMHO. I think it is our right to see it. In fact, anyway you look at it....we paid for it. (membership dues, and taxes for the appropriated funds).

I am in no way attacking Ned. In fact, if my spider sense is correct, I believe Ned was one of the members who pushed for the report to be released to us right away. I may disagree with some of the things Ned has said, but I am not attacking him. In fact I am very well pleased with him. (this time  )

[FW]

The BoG is not answerable to membership.  Sorry that's not their job.
Four members are answerable to the SECAF....I.e. he can tell them how to vote.
Three members are not answerable to anyone....once selected by the SECAF and CAP CC it does not appear that they can be removed
CAP gets the National CC and Vice CC....answerable to the NEC/NB and two at-large members answerable to the NEC.

Nope.....it is not their job to represent us.....it is their job to do what is best for CAP as an organisation.

All true.  However, because of the above, they often do what is best for, IMO, their perspective constituencies; not what is necessarily the best for CAP.  We forget that the sucess of our organization depends on the proper motivation and engagement of the members.  If our leaders fail to keep this in mind, we will continue to flounder; both in membership and mission. 

Our future will be brighter only if the BoG understands (and, I'm sure they do) the larger picture.  We need a governance structure which will successfully identify and secure alternative funding streams, find us missions of a substantive nature and, find better ways of keeping the best of what CAP is all about; our cadets.

[RiverAux]

I noticed that nobody had was critical that the agenda was not publicly released before the meeting. 

As one who usually complains about such things, I just wasn't paying enough attention to notice that it was missing or I assure you, it would have been noted. 

Frankly, prior complaints about this issue haven't seemed to have prompted NHQ to get any better about posting agendas or minutes very promptly. 

[SamFranklin]

Delaying the Board Source report a short while is probably a good idea. Were I to read the report right now, I'm sure I'd have some strong feelings about it (one way or another). What then? What would I do to contribute to the conversation? Some kind of structure would be needed to gather members' reactions, assuming the BoG is interested in member reactions (I think they are). This structure could be as simple as "see your wing commander," or "go to captalk" or something entirely different. Let's allow them to figure that out.

Second, when the report is released, I think we all should take a deep breath and consider the governance experts' point of view. No knee jerk reactions. No diving into the weeds. Just read it with an open mind and remember that Board Source is a group of disinterested specialists who know something about organizing non-profits for success. To do any less would be to waste $200k.

Thank you Lt Col Lee for the comprehensive update.

[NIN]

<snippage
Second, when the report is released, I think we all should take a deep breath and consider the governance experts' point of view. No knee jerk reactions. No diving into the weeds.
<snip>

Oh, how I admire your naïveté.  This is CAPTalk, man, where it should say in the header "the home of knee-jerk, weed-diving uniform discussions"

[NIN]

P.S 900th post....woot!

N00b.

[NIN]

Isn't this how all the horror stories on wall street begin?

No, not all of them. Just the boring ones. The really *good* horror stories have hookers & blow on corporate credit cards.

Thankfully, CAP does not have this problem (that we know of)

[Eclipse]

#1. Members who have been in 30/40/50 years and are the ones that keep this organization running and in good standing with "clients" other than 1st AF are worthless because they grew up outside the computer generation and find them hard to use? I do not believe that at all, nor do I really believe you do.

Worthless?  No.  But there's a chasm between "worthless", and "relevant".  A patron member who hasn't attended a meeting in 10 years isn't
"worthless", but their opinion isn't likely "relevant", either.

Relevant?   Depends on who you are talking about.  The number of members with 50/40/30 years of service who are both, informed, and relevant, yet are incapable of using a computer to complete a survey is so small as to literally be zero.

Even as it stands the survey itself is statistically irrelevant considering it only encompassed ~0.005% of the membership with no science behind the sample.  Odds are that those who responded are among some of the more active, informed, and relevant members, and provided input that can be inferred as meaningful and representative of those in their areas, but it's kind of sad in this day and age that we could not have garnered more command imperative to participate.

Just as there are surely thousands of members who can't even name their Wing CC, there will be even more who will never even know this process
took place.

Ned - thanks for the info.