2019 ANNUAL MEETING MINUTES - Team-1 · 2019 ANNUAL MEETING MINUTES 2019 MICHIGAN TEAM-1 ANNUAL...

2019 MICHIGAN TEAM-1 ANNUAL MEETING MINUTES REVISION 1.docx

Robert W. Schultz

Secretary/Treasurer Michigan Team-1

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MICHIGAN TEAM-1

2019 ANNUAL MEETING MINUTES

When: Sunday, 01/20/19, 1300 eastern

Where: Spud Software, 9478 S. Saginaw St., Grand Blanc, MI 48439

Present: Norman J. Nazaroff, Prefect

Jeremy D. Smith, Vice-Prefect

Robert W. Schultz, Secretary/Treasurer

Please see Appendix B for a scan of the Sign-In Sheet

1. Call to order & welcome:

Secretary/Treasurer Bob Schultz called the meeting to order at 1342. Attendees were welcomed, and the Board of Directors was introduced. Schultz reminded all present that to vote in the upcoming election it was necessary to be a current fully-paid member in good standing of Michigan Team-1. The 2019 Annual Meeting Agenda appears in Appendix A.

2. Sign attendance sheet: All present were reminded to sign the sign-in sheet. See Appendix B.

3. Membership renewals: Membership applications were available and one renewal was accepted. The total number of non-deceased members in good standing of Michigan Team-1 now stands at 24.



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4. Financial Report 2018 Secretary/Treasurer Bob Schultz presented the Financial Report for the 2018 fiscal year. Total Income for 2018 came to $1,045.64. Total Expenses for 2018 were $1,464.19. Thus, prefecture operating income for 2018 was $-418.55. The treasury balance on 12/31/18 was $3,963.86 ($2,348.01 in the checking account, and $1,615.85 in the Certificate of Deposit). Summary points:

The treasury value of $3,963.86 is a decrease of a little over $400 from last year.

What doesn’t show in the numbers is that our possession of equipment has increased, especially in the area of firefighting materials. The launch field fire at the inaugural Birch Run launch event in August 2018 triggered the purchase of firefighting apparatus like a fire flapper and water pumps, and as a result we are much better prepared to stop a fire if one breaks out.

The financial benefits of being allowed to fly at Alkay Airport remain considerable, because there are no costs for trailer storage, and fuel costs are dramatically reduced.

The prefecture’s finances are solid.

5. Election for BoD:

The 2019 Annual Election was conducted via written ballots. To ensure total transparency, the ballots were counted in real time and tallied by the Secretary/Treasurer as each ballot was read aloud in turn. No absentee/proxy votes were included, as none existed. The election results were: Prefect: Norman J. Nazaroff 6 votes unopposed



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Vice-Prefect: Jeremy D. Smith 6 votes unopposed Recording Secretary: Robert W. Schultz 6 votes unopposed There were no write-in votes. Thus the 2019 Board of Directors will be as follows: Prefect: Norman J. Nazaroff Vice-Prefect: Jeremy D. Smith Recording Secretary: Robert W. Schultz The bylaws stipulate that the BoD term of office begins on March 1st. Michigan Team-1 wishes to thank Prefect Norm Nazaroff, Vice-Prefect Jeremy Smith, and Recording Secretary Bob Schultz for their continuing service on the BoD.

6. New website status:

Jeremy Smith provided an update on the status of his work on a new and much more modern and functional web site for Team-1. It now has the “bones” to provide News & Announcements, an Events listing (“Calendar”), web site visitor registration, and membership application. It is still very sterile-looking because “styling” has not been done yet (“styling” is an IT word for making a web site look attractive and user-friendly). After discussion, it was agreed that the new web site would be ready for go-live by 03/31/19. Smith emphasized that this will be a starting point, and not final or perfect; as time goes on, new features will be added and problems will be corrected. Spud Software has graciously agreed to provide website hosting at no cost to Team-1.



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7. Bylaws review: Prefect Norm Nazaroff presented a refreshed draft of a revised Bylaws document for the consideration of the membership. This includes changes recommended at the 2018 Annual Meeting plus some new changes as well. See Appendix C.

8. 18 Month Calendar of Events: Prefect Norm Nazaroff presented an 18 Month Calendar of Events for upcoming Team-1 events. See Appendix D.

9. Experimental Motors: Chuck McNeice plans to build experimental sugar motors using AeroTech hardware. Nazaroff reminded him that the launch pad distance requirement doubles for experimental motors; McNeice responded that the motors would be of low enough classification that distance would be within our current practice and not a problem. Smith recommended that he bring two motors – one to do a ground burn with, and a second for actual flight.

10. University rocket clubs, and mentorship: TJ Millis is a PhD-candidate student at Wayne State University, and is the leader of a rocketry group there. He explained that there is a competition for college students focusing on fuselage design for supersonic flight. His Wayne State group needs a mentor that will provide guidance and safety oversight. Herb Crites agreed to serve as their mentor.

11. Team-1 Tracker: A discussion occurred about Team-1 purchasing a Trackimo rocket tracker. Trackimo requires the presence of an operating cell phone system, which is the case at both Alkay and Birch Run. Initial outlay approximately $200, $5/month fee after that. The Trackimo unit is small, USB-port charged, and would be briefly loaned to Michigan Team-1 members for the locating of a flown rocket, then



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returned. If lost, the member will replace at no cost to Team-1. A motion was made, seconded, and carried that Herb Crites will purchase a Trackimo and be reimbursed from the treasury. The Trackimo will be available in time for use at our first spring 2019 launch.

12. Dues Increase: Vice-Prefect Jeremy Smith explained that Michigan Team-1’s dues have been static at $20/year since the mid-90’s, and are currently less than many other prefectures. The bylaws (Article 2, Section 2) state dues “. . . are subsequent subject to change without bylaws modification. Dues increases must be approved by a majority vote of the BoD. Any increase shall become effective immediately for new members and applicable to all members beginning January 1st of the next fiscal year.” The BoD has decided that dues will increase to $30/year. New members joining Michigan Team-1 for the first time in 2019 will pay $30. Previous members renewing their membership for 2019 will pay $20. Note: In a post-meeting email, Stuart Davis corrected the above by providing the following: “Original dues were $10 and in the 1990s we increase them to $15. In the late 90s the increase them to $20.”

13. Miscellaneous: Meeting start time: Darline Schultz questioned why the Annual Meeting was scheduled to start at 1300, and suggested that an earlier start would work better. Secretary/Treasurer Bob Schultz responded that in the last eight years, the meeting has started at 1300 twice (including 2019), once at 1200 noon, and five times at 1100. Discussion ensued, and a motion was made, seconded, and carried that the 2020 Annual Meeting will start at 1100. Pledge of Allegiance: Darline Schultz questioned why the Pledge of Allegiance was not on this year’s meeting agenda. Prefect Norm Nazaroff explained that a member voiced concern over the appropriateness and asked that it be stricken from the agenda. In an effort to maintain focus on high power rocketry and not allow this to



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become a distraction, the BoD decided to delete it from the agenda. Discussion ensued. No firm decision was made as to whether it will be on next year’s agenda. BoD Spending Approval: The bylaws (Article 6, Section 5) state “Members will approve all spending from any account whenever it exceeds $400.00 for any one expense.” Schultz pointed out that, assuming this $400 value was decided upon when Team-1 was formed in 1988, its current value (after taking into account the effect of inflation) is about $849. Nazaroff suggested that in the upcoming bylaws revision the value be increased to $1000. Discussion ensued. Schultz observed that, given that our entire treasury is only about $4000, spending decisions by the BoD for large amounts of money is extremely rare anyway, but that a refresh to what the prefecture’s founders intended seemed reasonable. A motion was made, seconded, and carried to increase BoD spending approval to $1000. Note: In a post-meeting email, Stuart Davis corrected the above assumption by providing the following: “. . . in 1988 when the prefecture was formed the amount of money the board could spend was $100. We increase that in the mid 90s when we had to get two porta johns and the cost was $150, plus a potential $50 cleaning fee in case we had an extraordinary launch. We looked at that base cost and doubled it just so that in future years we would not have to revise it again due to cost of living and other expenses at the field.” Birch Run launch field status: Nazaroff discussed the current situation at Birch Run. It is summarized in this post-meeting Discussion Forum email exchange: -----Original Message----- From: 'Norman J Nazaroff' [email protected] [team1discussions] <[email protected]> To: team1discussions <[email protected]> Sent: Wed, Jan 23, 2019 10:49 pm Subject: RE: [Discussion] Re: Meeting Minutes FINAL: for 2019 Annual Meeting - Sunday, 01/20/19, at 1300 eastern

The landowners meet in April. They will revote each year. Last year, their vote was for that calendar year. At the time, I did not address the carryover into the next year. The president of the coop says to wait for the next meeting and they will vote again. I wish I could be more definitive, but that’s how it is. The launches were a success and largely without incident and I am confident that they will vote in our favor again. However, I am not resting easy and am looking for ways to

mailto:[email protected]





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make it more attractive for them to vote us in. The schedule is written assuming we will be flying there again this year. Norm

From: [email protected] [mailto:[email protected]] Sent: Wednesday, January 23, 2019 12:11 AM To: [email protected] Subject: [Discussion] Re: Meeting Minutes FINAL: for 2019 Annual Meeting - Sunday, 01/20/19, at 1300 eastern Has the landowners association approved the launches at Birch Run?

Snacks and drinks were served during the meeting. Michigan Team-1 sincerely appreciates Spud Software’s generous provision of soft drinks for our meeting. The meeting adjourned at 1756. Respectfully submitted, Robert W. Schultz Secretary/Treasurer Tripoli Prefecture 9, Michigan Team-1 (734) 425-0251 [email protected] www.team1.org





http://www.team1.org/



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Appendix A

2019 ANNUAL MEETING AGENDA

Sunday, 01/20/19, 1300 – 1700 eastern

Spud Software, 9478 S. Saginaw St., Grand Blanc, MI 48439

No. Item Who

1. Call to order & welcome Secretary/Treasurer Bob Schultz

2. Sign attendance sheet all

3. Membership renewals (before the election)

Secretary/Treasurer Bob Schultz (registrar services provided by Darline Schultz)

4. Financial Report 2018 Secretary/Treasurer Bob Schultz

5. Election for BoD, including real-time count

all, via ballot (only current members in good standing may vote)

6. New website status Jeremy Smith

7. Bylaws review Norm Nazaroff

8. 18 month Calendar of Events

Norm Nazaroff

9. Experimental Motors Chuck McNeice

10. University rocket clubs, and mentorship

Norm Nazaroff

11. Team-1 tracker Chuck McNeice

12. Dues increase Jeremy Smith

13. Miscellaneous all

14. Adjournment Secretary/Treasurer Bob Schultz



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Appendix B



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Appendix C

Bylaws of Tripoli Prefecture 9 Inc.,

of The Tripoli Rocketry Association Incorporated

A Michigan Non-Profit Corporation

ARTICLE 1 SEAL, FISCAL YEAR, AND OFFICE

Section 1. Seal. The seal of this corporation shall be the masthead logo that appears on our Prefecture Newsletter. This is the state of Michigan with the rocket in orbit around it. (See example on top of page) Section 2. Fiscal Year. The fiscal year of this corporation shall be from January 1 through December 31. Section 3. Office. The principal business office of the corporation shall be the residence of the corporate Secretary and may be changed by the Board of Directors (BOD) as needed for successful operation of the corporation. Any changes will be noted in the Recording Secretary’s record, communicated to applicable agencies and be incorporated into future bylaws revisions.

ARTICLE 2 MEMBERSHIP Section 1. Membership/Membership Requirements. Members shall have attained eighteen years of age when applying for membership in Tripoli Prefecture 9 (also known as Michigan Team-1). If a candidate has not yet reached the age of eighteen, the membership application



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form submitted by the candidate must include the signature of the parent or legal guardian of the candidate. Members shall follow and obey all of the Tripoli Rocketry Association Inc. rules, regulations, bylaws, and procedures. At the earliest possible opportunity members will sign an application form for membership in Tripoli Prefecture 9. This membership will remain in effect until the member submits a notification of resignation or allows his dues to lapse past the grace period defined in Article 2, section 3 (Dues). The Board of Directors (BoD) may hold any membership application for no more than thirty (30) days if the BoD has concerns with the applicant’s ability to contribute to the corporation or has just cause to deny membership. If the BoD finds “just cause” to deny the membership application, the person in question shall be apprised via email or US Mail of the “just cause”. The person in question will be allowed 30 days to provide a written communication to the BoD’s concerns. A final ruling by the BoD shall be made after this 30 day comment period and any written communication from the person in question. Section 2. Dues. Annual dues must be remitted by January 30th of each year, in amounts determined by the board of directors. Once paid, dues will not be refunded. Failure to pay dues shall result in the member's removal from the active membership list of the prefecture on March 1st. Members may renew their annual dues at any time during the year. Dues are not pro-rated however any dues paid after November 1st will be applicable to the remainder of the current year and considered full payment for the subsequent year. Dues as of this bylaw writing are $20.00/year and are subject to change without bylaws modification. Dues increases must be approved by a majority vote of the BoD. Any increase shall become effective immediately for new members and applicable to all members beginning January 1st of the next fiscal year. Section 3. Disciplinary Action. Members may be suspended or removed from the corporation for just cause by the board of directors. Just cause includes, but is not limited to: violation of any applicable safety code, illegal activities, unsafe activities, or violation of any federal, state, or local statues, laws, etc. This pertains to Tripoli Rocketry Association Inc, advanced non-professional rocketry and Michigan Team-1 related activities only. All disciplinary action shall be carried out by the BoD.

ARTICLE 3 MEMBERSHIP MEETINGS AND QUORUM



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Section 1. Meetings. Tripoli Prefecture 9 Inc. will strive to hold 6 meetings a year, but in no event will there ever be less than 3 regular scheduled meetings per year. The annual elections meeting will always have at least 15 days notice by the US mail or e-mail. The mailing list will be derived from the regular membership list. A meeting may also be held concurrently with a scheduled launch. Section 2. Special Meetings. Upon request of at least twenty-five 25% of the active members or 2 of the board of directors, a special meeting can be called provided that members are given at least 14 days’ notice by the US mail or e-mail. The recording secretary will be responsible for the active members to receive the 14-day notice. Section 3. Quorum. A quorum for all membership meetings shall be 25% of the active membership list, but in no case will it ever be less than the BoD and 3 active members. Section 4. Voting. Each member will be entitled to one vote in person or by proxy, provided proxy is executed in writing and signed by the absent member and dated. Absentee votes are allowed and may be cast electronically with appropriate authentication. Electronic votes will not be accepted for disciplinary actions where a membership meeting has been called to review the pending disciplinary action (see Article 2, section 3, Subsection 2). If a quorum of at least 25% of the active members is present, the affirmative action taken by the quorum will be considered an act of the members. The BoD will also be allowed one vote each. Section 5. Conduct of Meetings. Conduct of membership meetings will follow Roberts Rules of Order, the most recent published version, except our BoD WILL HAVE VOTING RIGHTS.

ARTICLE 4 MEMBERS DUTIES AND OBLIGATIONS

Section 1. Members Dues. Members shall promptly pay all dues and assessments lawfully imposed by the BoD. Section 2.Operating Rules. Members shall comply with all provisions of these bylaws, rules, and regulations of our Prefecture as promulgated by the BoD, and amended by the members when necessary. Members will refrain from discussing corporation business with anyone who is not a Tripoli Prefecture 9 (Michigan Team-1) member.



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Section 3. Waiver Acknowledgement. When signing the corporation membership application members hereby confirm that they will adhere to the corporation bylaws, rules, and also adhere to the parent organization's rules, bylaws, and safety code. Members, or those considering membership, may request a copy of the Michigan Team-1 and Tripoli Rocketry Association bylaws, rules and safety code at any time by contacting an officer of Michigan Team-1.

ARTICLE 5 BOARD OF DIRECTORS

Section 1. Number and Qualifications. The affairs of the corporation shall be governed by a 3-member BoD, also known as the ‘officers’. The officers will be a Prefect, Vice-Prefect and Recording Secretary. The treasurer can be appointed by the Prefect. Candidates must be members in good standing with, and meet all of the election requirements of a Prefect of the Tripoli Rocketry Association Inc., and Tripoli Prefecture 9 Inc (aka: Michigan Team-1). Candidates must also have been a member of Michigan Team-1 for at least 1 year prior to running for office. Section 2. Term Of Office. The term of office will be from March 1 through the last day of February of the following year or until the first meeting of the following year, whichever is later. Officers can serve an unlimited number of years provided that they are willing. Section 3. Elections. The Prefect will form a nominating committee or solicit nominations in November of each year. At the next scheduled meeting the members will vote on the candidates running for office. The candidate receiving the most votes for each position will win that seat. In Tripoli Prefecture 9 Inc., the members will elect the board of directors directly. Candidates will be announced at least 10 days prior to the election, by the US mail or by e-mail. Officers can hold more than one position in the corporation, but can hold only one executive position on the board of directors and the Prefect may not concurrently serve as Treasurer. Officer positions that might open throughout the year can be filled on an interim basis by appointment from the BoD for a maximum of 90 days. As soon as practicable, the BoD must solicit nominations and hold a mid-term election. The term of the newly elected officer(s) shall last until the next regularly scheduled elections.



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Section 4. Quorum/Meetings/Notice. A quorum is defined as “at least 25% of the active members are present” per Article 3, section 4. Each member of the board of directors will carry one (1) vote on decisions made on business to be conducted by the board. Notice of board meetings need not be given. Section 5. Compensation. The directors will serve without compensation. Expenses can be reimbursed to the directors or members when prudent. Within the limitations imposed in Article 6, Section 5, any board member may decide on expenses and any reimbursement deemed necessary. Section 6. Duties. The BoD will manage the corporation to the best of their ability, and for the furtherance of Tripoli, Tripoli Prefecture 9, continued research and recreation of our hobby and any other related activities. The board will conduct all business activities, public relations, liaison with the Tripoli Rocketry Association, Inc. and other rocketry clubs, and comply with federal and local regulation and law enforcement, etc, as necessary. The Corporate Secretary shall be responsible for filing the annual Non-Profit Corporation Annual Report as required by the State of Michigan and will also be named as the registered agent of the corporation. Section 7. Corporation Officers. In addition to the three-member Board of Directors, the State of Michigan requires the naming of a corporate President as well as optionally naming a corporate Secretary and Treasurer if different than the President. Unless the BOD deems otherwise necessary, such as if the corporation were to engage in commerce sufficient to require the hiring of personnel, the Prefect shall be registered as the Corporate President and the Recording Secretary shall be registered as the Corporate Secretary and Treasurer.

ARTICLE 6 FINANCES

Section 1. Financial Reports. Members can receive a financial report on request. A financial report will be available at each meeting and presented at the annual membership meeting. Section 2. Annual Dues. Annual dues will be determined at the annual BoD meeting and ratified by the membership.



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Section 3. Corporation Bank. The Corporation will pass a resolution as to where it will have its banking accounts. Two signatures will be kept on file for each account, but only one signature will be required to do business. Section 4. Property. All property will be registered in the corporation name. Section 5. Spending Approval. Members will approve all spending from any account whenever it exceeds $1000.00 for any one expense.

ARTICLE 7 DISSOLUTION

Dissolution of the corporation shall take place in accordance with the provisions of the Michigan Statutes under which the corporation is organized and the Articles of Incorporation.

ARTICLE 8 These bylaws may be altered, amended, repealed, or added to only by an affirmative vote of a majority of the members of the corporation as defined in Article 3, Section 4. A proposal to amend the bylaws shall be made at a regular membership meeting of the membership and voted upon by the membership the next regular meeting of the membership. A proposal must be in writing and submitted to the board of directors. The proposed amendment shall be published two consecutive times in the corporation's official journal of the corporation prior to the next regular meeting of the membership. Voting for bylaw revision can be done either by mail or at a regular membership meeting.

ARTICLE 9 WAIVER OF NOTICE

Whenever any notice is required by statue or by these bylaws, said notice may be waived in the manner provided by the Michigan Corporation Laws and Regulations pertaining to corporations.



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ARTICLE 10 MISCELLANEOUS PROVISIONS

Section 1. Expenses. No person shall incur any expense in the name of or on behalf of the corporation except when authorized by a member of the BoD. Section 2. Identity of the Corporation. The corporate seal will not be required for the corporation to conduct business or any other lawful measure. Use of the corporate seal will be limited to official business only, unless the BoD grants special permission. Section 3. Limited Authority. No person may act in the name of or on behalf of the corporation without specific authorization from the BoD. No person may exceed the authority granted by the BoD. Bylaws officially adopted by the membership April 2018. Formally adopted this 21st day of April, 2018. _________________________________ Norman J. Nazaroff, Prefect _________________________________ Robert W. Schultz, Recording Secretary



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Appendix D

2019 Team-1 Calendar As of January 21, 2019

Jan 20 – 3rd Sunday

Elections - Membership Meeting – 1pm at Spud Software

Feb 16 – 3rd Saturday

Recruiting / Training - Membership Meeting – 10 am to 4 pm Location Spud Software

New Member Registration

Introduction to HPR

Safety Code

L1 Technical – Open Rocket Introduction

Lunch provided

Vendor Presentations

Launch Etiquette and Procedures

Search & Recovery Techniques & Strategies

Inspirational Videos of HPR Events

Mar 16 – 3rd Saturday

Membership meeting – Maintenance day at Alkay

Meet at restaurant in Flint at 8:30am for group breakfast, begin at Alkay by 10am.

Move items from the trailer to the office/hangar for repair

Pizza for lunch

Complete by 4pm.

Apr 27 – 4th Saturday - Launch Meeting – Alkay or Birch Run

Launch, plus completion of trailer reorganization tasks.

May 18 – 3rd Saturday – Launch Meeting – Birch Run

June 15 – 3rd Saturday – Launch Meeting - Birch Run

–Theme – “Father would be proud” – Bust out the favorite or nicest rocket you have.

Barbecue lunch – Membership meeting Noon



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July 20 – 3rd Saturday – Launch Meeting Birch Run

– Theme – “Giant Leap for Mankind” –Space Race

Barbecue Lunch – Membership meeting Noon

Aug 17 – 3rd Saturday – Launch Meeting – Birch Run

– Theme “College Roundup” – A new semester begins soon.

Barbecue Lunch – Membership meeting Noon

Sep 14 – 2nd Saturday – Launch Meeting - Alkay

– Alkay Airport Air Show – Educational Booth 8am to noon, Launches starting at 1pm

Oct 5 – 1st Saturday – Launch Meeting – Birch Run

- Theme “October Sky” – “Self serve” launch

Oct 19 – 3rd Saturday – Launch Meeting – Birch Run

– Theme “Scary” – Research engines anyone?

Nov 2 – 1st Saturday – Launch Meeting – Birch Run

- Theme “Rockets-O-Plenty” – Burn off that AP before it expires!

Dec 2 – 1st Sunday – Membership Meeting – Grand Blanc

- Awards Banquet

- Vendor Presentations

- Theme Trophies

- Dinner and Stories

- Video Collection

Jan 18 – 3rd Saturday – Annual Elections – Grand Blanc

Feb 22 -



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2019 ANNUAL MEETING MINUTES - Team-1 · 2019 ANNUAL MEETING MINUTES 2019 MICHIGAN TEAM-1 ANNUAL...

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