The following appeared in the November 2005 issue of Vintage Views.

Just what does it mean to be a trustee?

By Dave Janiec, AHRMA Chairman

This is the time of year we hold our annual election for four trustee positions, two per region. Hopefully, several of our members are considering serving on our board and representing our membership. Many of us may not know what the duties and expectations of our trustees really are, and I'd like to outline them for those who may be considering running for a position, as well as for the general interest of our membership. This is condensed from information we put together last year for newly elected trustees.

AHRMA is a 501(c)(4) Non-Profit (Mutual Benefit) Corporation, legally operating under our articles of incorporation and, more usefully, our bylaws.

General duties and expectations of AHRMA trustees

At the top level, under the law, there are three major duties for non-profit board members that are to the association as a whole—not to individual members or factions. These are covered in the American Bar Association book Guidebook for Directors of Non-Profit Corporations (provided to newly elected trustees) and in our bylaws.

1. Duty of care—"calls upon a director to participate in the decisions of the board and to be informed as to the data relevant to such decisions" (Guidebook).

2. Duty of loyalty—"requires directors to exercise their powers in the interest of the corporation, not in their own interest or the interest of another entity or person" (Guidebook).

3. Fiduciary duty—"The business and affairs of the association shall be managed by the Board of Trustees" (bylaws).

The basic duties of the AHRMA Board of Trustees are called out in our bylaws and include, but are not limited to:

1. Hiring and firing of the association executive director.

2. Setting all policy for the association.

3. Adopting an annual budget and overseeing its administration by the executive director.

4. Appointing and terminating such standing or special committees as it deems appropriate.

5. Electing officers of the association.

Please refer to the bylaws (available in the Member Resources are of the AHRMA website) for more detail.

Additional expectations of individual trustees:

1. We represent all members in our region, in ALL disciplines. We also serve the greater membership; that is, all members, all disciplines, nationwide.

2. We are expected to be fair and open minded, and have the highest integrity.

3. We are expected to attend three board meetings each year, if at all possible.

4. We are expected to serve on one or more committees, including committee chairmanship.

5. We are expected to participate in "Town Hall meetings" at events in our geographic area.

6. We are encouraged to be visible and accessible at any AHRMA event we attend in order for members to exchange information with us.

7. With the consolidation of the off-road coordinator position into the AHRMA office and ED, we are encouraged to participate as AHRMA MX race director, if able.

8. We are unpaid volunteers elected by and serving our membership and the basic precepts of the corporation. We serve a three-year term, and there is no limit to the number of terms that may be served.

Yearly board meetings

AHRMA has three board meetings each year—an annual meeting and two regular meetings (see bylaws). Although general subjects and policy are covered at any meeting, each of the three meetings has one or more major items on the agenda, driven largely by our annual schedule.

First meeting (annual) objectives, information:

1. Recognize and install new or reelected trustees.

2. Review previous year financial results. The AHRMA fiscal year runs from Dec. 1-Nov. 30.

3. Election of officers of the association (the Executive Committee): the chairman, treasurer and secretary.

4. The meeting will be held in association with a large event in order to encourage member attendance (such as Bike Week in Daytona). It must occur in the first six months of the calendar year.

5. The meeting will include an open session for members' attendance and comment.

Second meeting (first regular) meeting objectives, information:

1. Review and vote preliminarily on all rules change proposals (rules committees providing recommendations).

2. Review membership and financial status, year to date.

3. The meeting will be held in association with a large event in order to encourage member attendance.

4. Meeting must be held within two-week window in late August or early September in order to get rules change proposals into VV for member comment, including allowing time for consolidation of member comments for review at final board meeting.

5. The meeting will include an open session for members' attendance and comments.

Third meeting (second regular) objectives, information:

1. Review year to date budget/financials. Review and approve draft budget for following year, taking any needed course changes into account.

2. Final votes on all rule change proposals.

3. Review draft schedules for all disciplines for following year.

4. Assign standing committee membership for the following year.

5. Review performance and compensation for executive director.

6. Must be held within a two-week window around the end of October, in order to meet the publishing schedule for the AHRMA Handbook.

7. There is no open session at this meeting. It is held near a major airport and/or event, in order to minimize travel expenses.

Trustee compensation/benefits:

1. Trustees receive reimbursement for reasonable travel expenses to/from one board meeting each year, with lodging provided, two per room. All expenses for attendance at the other two board meetings are the responsibility of the trustee.

2. Trustees receive a pre-paid phone card for use in official duties.

3. Trustees are covered by "Executive Protection and Employment Practices Liability Insurance" when acting in our role as trustee.

4. This year, trustees receive one free entry to national events that they attend.

5. Trustee membership fees are compensated for the active term of the trustee.

If you have any questions, please do not hesitate to contact me, the executive director or any other trustee. We look forward to a great slate of candidates in this year's election!

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