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AWCI Executive Committee Meeting

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AWCI Executive Committee Meeting

2009 MidYear

Meeting Minutes

Friday, February 20, 2009 at 8:30am

Present

Joe Juaire, CW21, President

Tamara Houk CW21, Vice President, IAB Director

Doug Thompson, CW21, Secretary

Jack Kurdzionak, CW21, Treasurer

Paul Wadsworth, Parliamentarian

Dennis Warner, CW21, Immediate Past President

Staff

Jim Lubic, CMW21, Executive Director

Tom Pack, CPA, Operations Director

Guests:

Mark Butterworth, Finance Committee

Scott Gilligan, AWCI Legal Counsel

Dale Coates, Johnson Investment Counsel

Invocation: Jack Kurdzionak delivered the invocation.

Salute to the Flag

Opening Remarks

The meeting began at 8:40am EST. President Juaire welcomed those in attendance. He remarked

positively about the IAB meeting that had taken place the previous day and thanked Houk for chairing

that meeting. He thanked Kurdzionak for a video about another service industry that was presented

at the IAB meeting.

ELM Trust

Meeting minutes, information item only.

Pack noted that nearly $5K had been donated to the trust from 2 sources.

State of the Institute

Lubic reported total membership at 2368 (including 353 life members). He explained the billing

situation, noting that in March, members that have not renewed by that time are turned over to the

Membership Committee for followup.

Certification and the Academy are extremely busy with training and examinations. The clockmaker

correspondence course is also doing very well, with a more advanced course soon to be available.

The CC21 has not had anyone sign up to take it, even though 60 individuals had expressed interest.

He reported that the FedEx offer from Meridian did not include the special jeweler rate that had been

hoped for. He is looking into another possible shipping discount for members.

Future internet training using a service based in Milwaukee for distance learning is still being explored

and it would cost roughly $125 to $150 an hour.

AWCI also is working with David LaBounty to establish internet clockmaker training.

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Due to the economic effect on Institute investments, the budget will have to be carefully monitored

and crafted for the next year.

Breitling has indicated that it will join the IAB this year and a future course on their products is

anticipated.

Roughly, only 2% of AWCI income is from industry.

Johnson Investment Counsel

Dale Coates presented the board with a tabbed portfolio of historic economic highs and lows, as well

the outline of AWCI investment strategies, restrictions, allocations and holdings. We are out of policy

regarding are investment strategy: Underinvested in stocks and over invested in cash. He recapped

the 2008 economic issues: Global recession, mortgage and credit problems. AWCI investments

performed better than many others. The investment strategy has been conservative, cautious and

defensive. Coates felt the market had not yet bottomed out. He advised staying with the LIBOR tied

investments, as opposed to a higher fixed rate loan.

Recess at 9:55am EST.

Reconvened at 10:10am EST.

(30+ meeting documents are available online)

Constitution and Bylaws Committee

The committee examined the proposed Code of Ethics and found no conflicts.

Juaire commented on the board of director responsibilities. When an item comes up for discussion a

board member may express a dissenting opinion at that time. Should the entire board vote against

that opinion, the dissenting member is obligated to support that final decision of the board or resign

from the board, based on fiduciary responsibility, duty of care, duty of loyalty and duty of obedience to

the organization.

Much discussion ensued about the combined development of the current policy manual criteria and

the examined Code of Ethics. It was decided to enlist Gilliam’s expertise to help craft an acceptable

unification of the previous 2 documents. The probability of having new board members sign a

statement of agreement to the ‘yet to be’ policy was broached. Having clearly defined director

responsibilities would minimize future problems. The C&BC would examine this document and advise

the board.

There was also much discussion concerning gifts from industry: What would or wouldn’t be

acceptable, should the situation arise.

Finance Committee

Kurdzionak reported committee activities and highlights from the committee report based on the

financials of the last 6 months of 2008. $12,900.00 was transferred to the Convention Committee for

the 2009 Annual Meeting.

FC concerns included the note on the Institute debt, due to long term uncertainty; the Horological

Times, which loses money; the committee’s appreciation for the Annual Meeting becoming a line

item, facilitating budgetary oversight; and the likely Perpetuation Fund drop of $2,500 to $3,500 per

month.

Motions from the Finance Committee:

Motion # 1:

To have the Institute investigate the feasibility of converting a portion or all of its outstanding debt from

the variable rate instrument we currently have into one with a fixed rate.

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No discussion.

Voice Vote: Ayes heard Nays

none

Unanimous approval.

Motion # 2:

To have the Institute formulate a long term plan for the Horological Times magazine with the goal

of optimizing the Horological Times revenue.

Discussion

Lubic pointing out the issues related to how the HT budget/expenses are calculated.

The possibility of having only 11 issues per year was discussed, as well as special trade show

issues, bimonthly

issues, electronic only issues, hiring outside sources to produce the

magazine, direct industry support with the covers and content contributed by the buyer.

Nationally, ad revenue is down and HT ad revenue is likely to shrink as well.

Pack pointed out that a portion of all dues does go to production of the magazine. It was agreed

there are many intangibles related to the concern.

Voice Vote: Ayes heard Nays

none

Unanimous approval.

Motion # 3: To have the annual meeting and convention event budget separate from the main

budget document.

Discussion focused on the ease of tracking this event’s revenue and expenses. Currently due to the

timing, expenses and revenues are divided over 2 fiscal budgets for the event.

Voice Vote: Ayes heard Nays

none

Unanimous approval.

Motion # 4:

To prepare a contingency plan to operate the Institute with reduced income if there is substantial

decrease (8% per annum or greater) in the income derived from the Perpetuation Fund.

Discussion followed with emphasis on the need to increase revenue.

The current state of the industry and the value of AWCI products to the industry were discussed.

Kurdzionak felt it would be prudent to prepare in advance for possible shortfalls.

Pack elaborated on revenue, projected IAB member dues, dues that were over paid, the number of

members that paid late.

Pack then explained the problems with 6 HVAC units on the building that need to be replaced. It

could cost up to $75K to have them all replaced separately, but if done all at once, several thousand

could saved by renting a crane for one time to do the job.

Lubic asked about a cost analysis for this. One was not available.

Eighteen months ago AWCI filed for a split tax exemption with the state of Ohio based on the property

use: Education, museum and library. Ohio responded, saying they needed more information. A

favorable ruling would lower annual taxes and provide a refund of about $40K to $60K.

The auditors have recommended that some ELM Trust debt be taken off the books.

The possibility of pursuing other old debts owed to AWCI was also discussed.

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Voice Vote: Ayes heard Nays

none

Unanimous approval.

Nominating Committee

The NC recommendations have already been approved via email vote. It was noted that one

candidate’s dues had not been received and that candidate would have to be removed if they were

not received before the election.

Perpetuation Fund

Report available online

and previously examined during earlier finance discussion.

Education Committee

It had been recommended that the underutilized clock classroom be converted to a watchmaking

classroom, due to the large demand placed on testing and education for the CW21. Unfortunately the

expense to do so is great and there are no current resources for this.

Chief Examiner Report

Lubic noted that the BOE had appeals to consider and that the process to address these appeals was

a good one.

Due to the amount of activity with examinations and classes, Lubic has had to jump in and help out.

The implementation of SAWTA will require another level of commitment, tests will have to be

administered and assessed at the test site.

Horological Times Committee

Jordan Ficklin proposed that students at REC schools write regular articles for the HT.

It was suggested that IAB members should submit material for publication.

Future articles from some of the brands should be forthcoming.

Meeting recessed for lunch at 12:05pm EST

Reconvened at 1:06pm EST

Membership Committee

The new ‘Tempus Consulting’, wire transfer benefit discount was discussed. It is a significant savings

over bank charges for wire transfers.

Convention Committee

Kurdzionak reported that the committee chair, Terry Kurdzionak and the event planner had visited

Providence, RI. After visiting some hotels, they decided on the Crown Plaza which offers: Free airport

shuttle service, free parking, good service, free shuttles downtown and good food at the hotel. ELM

Trust dinner venues are being explored.

Publicity Committee

They have decided to attend the first ever, “INSTORE SHOW”, in Chicago. The show is a much

smaller retailer focused show promoted by a newly popular trade magazine, ‘INSTORE’. This location

will allow an affordable presence at the event.

Kurdzionak has volunteered to staff a bench at the JCK show promoting the Watch Technician (WT)

program. Henry Kessler has offered to supply batteries so they will be able to demonstrate battery

changing and water resistance testing all day during this event. Education seminars may also be

delivered by Kurdzionak, if room space is available.

Honors Awards Committee

The possibility of having this committee choose the Affiliate Chapter Award, with criteria developed by

the Affiliate Chapters, instead of having the ACs select the recipient was discussed.

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They are developing other certification based awards and are seeking nominees for constitution

based awards.

Policy criteria regarding awards for certification excellence needs to be well defined and approved by

the board.

There was also a discussion to manage the length of the awards ceremony, which sometimes has

extended beyond the banquet schedule. A distinction between participation recognition and

committee bestowed awards, with appropriate time allotted for both were talked about.

Strategic Action Committee

Reported no activity.

Ethics Committee

Lubic stated complaints about a member whose clients were finding him either through the referral

directory or his website. Complaints have been lodged against this member. A formal process to

address these types of issues has not been established. Gilliam was consulted and he described a

process he was familiar with. Possible revocation of membership is the result for offenders.

The committee’s goal is to make recommendations for such a process by June 2009. The board is

anxious for this issue to be resolved and is taking a hands on approach to the problem.

Unauthorized use of the AWCI logo is an issue: Individual, nonmembers,

lifting the logo and

displaying it on their website

Casemark Committee

They plan on compiling and publishing an article for the HT prior to the annual meting.

Industry Advisory Board

They had met the previous day and therefore did not have a report to submit...

Old Business

None presented.

Recess 1:44pm EST

Reconvene 2:05pm EST

New Business

The revised Standards and Practices generated a number of feedback issues, mostly with phrasing,

‘comeback” v “warranty”; liability terms like “any”; some grammatical questions and insurance/security

recommendations. Houk and Warner indicated several examples throughout the document.

Discussion included using monitors for CMW examinations and the availability of future upgrades.

There was some confusion about scoring criteria as expressed in the S&P and the assessor’s

documents. The number of sample questions in the S&P: More, less, pros and cons.

CEU requirements were examined and consequences of noncompliance

of CEU criteria for both

CW21 and CMW21 were discussed.

It was decided to send the document back with questions and recommendations.

Meeting recessed at 3:25pm EST.

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Reconvened Saturday 22109

at 9:10am EST

Present

Joe Juaire, CW21, President

Tamara Houk CW21, Vice President, IAB Director

Doug Thompson, CW21, Secretary

Jack Kurdzionak, CW21, Treasurer

Paul Wadsworth, Parliamentarian

Dennis Warner, CW21, Immediate Past President

Staff

Jim Lubic, CMW21, Executive Director

Tom Pack, CPA, Operations Director

Guests:

Mark Butterworth, Finance Committee

Charlie Cleves, CMW21

Rob Clarke, Ross Sinclaire & Associates

Mark Durkett, Ross Sinclaire & Associates

Ross, Sinclaire & Associates

Rob Clark and Mark Durkett from RSA, the former AWCI investment counsel presented an alternative

investment strategy to the Board of Directors. Much of the presentation was similar to the Johnson

Investment Counsel presentation from the previous day: A recap of the recent economic situation and

an evaluation of the current AWCI investments. Much of the hour and forty five minute pitch was

involved in educating the directors about investment opportunities, particularly focused on bonds. A

variety of possible investment scenarios were shown, some with certain high risks and some with

unusually high rates of return.

The board thanked RSA for their time.

Immediately prior to the board conference call, the Executive Committee voted, based on the

recommendations of the Constitution and Bylaws Committee:

Motion # 5:

To remove from the Bylaws, Article 4, Section 3: In order to maintain certification, a holder

of the certification must maintain membership in the Institute.

This section must be struck from the bylaws due to legal concerns. Once a certification is granted, it

may not be taken away based on membership.

Voice Vote: Ayes heard Nays

none

Unanimous approval.

Meeting adjourned at 10:55am EST

 
 
 
Horological Association of Maryland, Inc.
 
Secretary Kevin Casker kcasker@gmail.com
Webmaster David Grau dg33@verizon.net

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