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Thread: A Proposal to Establish Member Control of the ESR

  1. #201
    Senior Member nvr2mny's Avatar
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    Personally, I’m thankful JP is “quarterbacking” here.

    Adam, Jim, could please refrain from the divisiveness in your responses? It is not helpful in the least. Criticize the plan but your attacks on the main presenter are unwarranted and do nothing to further your agenda.
    Reg#2218

  2. #202
    Quote Originally Posted by LiveFromNY View Post
    I continue to seek only one thing, appropriate voting rights for this 501c7 for our dues-paying members.
    The IRS rules allow 501c7 nonprofits to have "associate" members with no voting rights. (https://www.irs.gov/irm/part7/irm_07-025-007) That structure appears to be precisely what the ESR bylaws describe. Nowhere can I find any rule that automatically affords voting rights to a member of a 501c7 whether or not they pay dues. Can you please cite the rule you think applies here, John?

  3. #203
    Quote Originally Posted by swcarroll View Post
    The IRS rules allow 501c7 nonprofits to have "associate" members with no voting rights. (https://www.irs.gov/irm/part7/irm_07-025-007) That structure appears to be precisely what the ESR bylaws describe. Nowhere can I find any rule that automatically affords voting rights to a member of a 501c7 whether or not they pay dues. Can you please cite the rule you think applies here, John?
    Happy to help, Steve.

    We do not have associate members. To the extent we do, they have been previously defined on our membership application and only recently cancelled as per Chuck's post here:

    http://www.early911sregistry.org/for...45#post1008045

    I also have a copy of our previous membership application including the "Associate Member" application if anyone would like to see it.

    Regardless, IRS 501c7 regulations require that the majority of your income come from member sources. Our dues and other contributions, which make up the vast majority of the club's income, define us as the regular members and confer rights of control. I have asked my attorney to address this issue specifically in the letter being prepared.
    Last edited by LiveFromNY; 09-10-2019 at 09:19 PM.
    Member # 2530
    The early ones...
    1965 911 (301100), 1965 911 (301331), 1967 912/6, 1968 912 Soft Window Targa, 1969 911S Soft Window Targa, 1969 912 Coupe, 1969 912 Sunroof Coupe, 1970 911T Sunroof Coupe, 1972 911T Coupe, 1973 911S Targa

  4. #204
    Senior Member jloucks388's Avatar
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    Quote Originally Posted by nvr2mny View Post

    ??? to further your agenda.
    . It's your change agenda, not mine. I guess I'm more for the proposal than not - hoping for better.
    -Jim

    '72 911T
    '02 RS4
    '12 997.2 Turbo Manual
    '13 A7

  5. #205
    “As for Frank specifically, I'll answer because you asked.

    If a Board of Directors elected by the dues-paying members decided to ban Frank, or if Frank was banned due to policies adopted by that elected Board, then that's on Frank. My option as a voting member would be limited to not voting for a Director who did not represent my interests. That's how it works.”

    But he is banned. Is it a necessary part of your action that he be reinstated? To me it all seems to be a part of this.

    What’s missing is why you think this could be better run and how. I haven’t seen a single thought to that. At the end it will be a few volunteers again. Who will they be and how will it be different��?

    Finally, really? You state that you were ok when it was deemed to be a for profit corporation but not ok with their running it when it was found to be a non profit? That affects you how?

    To be candid, this seems either to be a pretext to get Frank back ( again I suggest you separate the issue) or to take it over for yourself to “run it better” without explaining who will donate their time to do that and what would be done differently.

    Any activist proposal needs that piece to be actionable.
    The early Sís...

    1967 S Coupe
    1970 S Targa
    1973 RS Coupe (an honorary S?)

  6. #206
    Quote Originally Posted by rower View Post
    But he is banned. Is it a necessary part of your action that he be reinstated? To me it all seems to be a part of this.
    Again, this is not "my" action. The proposal was submitted on behalf of over 20 members. I'm only one of them.

    And, also again, the proposal says nothing about Frank. To me, the proposal stands on its own and needs no further clarification in regard to Mr Beck who is not named. Perhaps ask one of the other supporters for their opinion? To me, the details of how we perform the proposed outreach is a matter for the new board.

    Quote Originally Posted by rower View Post
    What’s missing is why you think this could be better run and how. I haven’t seen a single thought to that.
    Off the top of my head - only because you asked - and with respect to the current leadership who I believe have done as much as they can with limited help, the issues are many.

    1. We have a corporate structure that denies voting rights to our members and that has put our IRS tax exempt status at risk. We clearly need participation at a board level that has corporate and/or non-profit governance experience.

    2. Esses, our club magazine, has been delayed multiple times. Last year, one of our issues had to be skipped and 2 issues were "combined" into one because of a lack of human resources:

    http://www.early911sregistry.org/for...=esses+apology

    3. The registry of our cars, our very namesake, and a promised benefit of paid membership, has not been sent out in years.

    4. Much of our legal work appears to have been done by Legal Zoom and contains errors. Earlier this year, we nearly lost our tax-exempt status when we failed to file required documents with the California Attorney General.

    5. We are technically challenged. Our forums are outdated and misconfigured resulting in reduced traffic from Google and a terrible experience for many first time visitors. As an example, this is just one page visitors from Google are exposed to when searching “early 911S MFI problems”:

    https://www.early911sregistry.org/fo...3-MFI-Problems

    Issues like this result in dramatically lower user engagement, a higher bounce rate, and less opportunities for the ESR.

    In addition, although the majority of Internet traffic in 2019 is from mobile devices, our forums are not configured for a mobile experience. As an Internet technology CEO, I can assure you this is, by far, our biggest obstacle regarding growth and new members. As an aside, I have offered to help with this multiple times. I’ve even offered to pay the nominal costs.

    http://www.early911sregistry.org/for...=1#post1022191

    6. As primarily an online resource, it is imperative that we protect our brand and our members with specific social media and domain policies. We have none - an issue I have discussed previously with Chuck and offered my help. All it would have taken is for someone to register the domain early911sregistry.com to put our forums at risk of losing a significant percentage of our traffic. Fortunately, that domain was registered by a friend of the organization to prevent that from happening.

    7. The merchandise store, which should be a valuable source of revenue, as well as a branding opportunity, is outdated and an underutilized asset. In addition, many members have questions about the accounting of the revenue from those sales.

    8. We constantly hear about the huge effort being put forth by only three individuals. Yet many members who have volunteered to help, including myself, have been ignored.

    9. Our former CEO, Jorge Perez, has personally told me that I "would not believe" the disorganization and lack of record keeping he encountered when he first joined the board. To the extent that, literally, we did not know how many paying members we had.

    The answer to all of this is simple: Chuck and Michael need help. And there is no better way to get them the help they need than by engaging our member base and encouraging both activity and accountability from the board level on down. This is non-profit 101. Nothing spurs volunteerism like having a hand on the wheel and non-profits the world over nearly universally subscribe to this mantra. Our needs are varied but so is our member base: technology, legal, publishing, fundraising, accounting, marketing, and on and on. I'd wager that we have experts in each of these fields at our fingertips. If now is not the time to engage them and begin developing the next generation of leadership for the ESR, then when is the right time?

    Quote Originally Posted by rower View Post
    Finally, really? You state that you were ok when it was deemed to be a for profit corporation but not ok with their running it when it was found to be a non profit? That affects you how?
    It affects me because I believe that laws are important and that we all have a responsibility to play by the rules. I will not apologize for the value I place on the ethics I hold close. Furthermore, and I as discussed earlier, our IRS non-compliance is a tax and legal liability that puts this organization at risk.

    Quote Originally Posted by rower View Post
    To be candid, this seems either to be a pretext to get Frank back (again I suggest you separate the issue) or to take it over for yourself to "run it better" without explaining who will donate their time to do that and what would be done differently.
    As I stated previously and clearly, my concerns regarding the structure of the ESR predate Frank's suspension by many months. My first conversation with the attorney I hired occurred on June 24th, more than two months before Frank was banned. The timing is nothing more than a coincidence.

    And finally, for the third time today, I have made no such overtures regarding the running of the ESR or my involvement. I would no more support my "running" the ESR than I support the current leadership "running" it. I continue to advocate for member control by way of our votes. This is an organization we should all be running.
    Last edited by LiveFromNY; 09-11-2019 at 06:04 AM.
    Member # 2530
    The early ones...
    1965 911 (301100), 1965 911 (301331), 1967 912/6, 1968 912 Soft Window Targa, 1969 911S Soft Window Targa, 1969 912 Coupe, 1969 912 Sunroof Coupe, 1970 911T Sunroof Coupe, 1972 911T Coupe, 1973 911S Targa

  7. #207
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    I wanna thank chuck for making mr feel welcome in my first post.


    ďThe road to ruin is paved with good intentionsĒ

    I donít know the personalities involved. (As most dues paying members wonít when it comes time for voting those in who arenít seeking power lol).

    If my 61 years of living on this earth has taught me nothing else, itís taught me that when someone goes out and hires a lawyer...run the other way.
    '66 304307
    '10 997S
    S Registry #3791
    David Cate

  8. #208
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    The reason I mention personalities is, this thread certainly isn’t about 911’s.

    That almost always (*if not always) only leaves one thing.

    Politics/personalities/power (with good intentions. I do believe that.)
    '66 304307
    '10 997S
    S Registry #3791
    David Cate

  9. #209
    ESR Brotherhood Member jaudette3's Avatar
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    I had a lengthy conversation with Chuck yesterday. He appeared to me to be open and candid but I can’t provide any detail because he requested that the conversation remain private. As you know, my recommendation at this point is to slow down and meet in person. I mentioned that to him and he agreed to think about it. I will say that the conversation affected my point of view.

    I originally supported JP’s simple seven point plan. As someone here said it would take an afternoon to put things together. Of course that’s in a perfect world and things are obviously not progressing smoothly for reasons I cited in an earlier post—silence on the part of the ESR and friction between members on the forum. As well as being distasteful, the friction has served to raise the temperature and accelerate the efforts and intensity to bring about change.

    I agree with those who suggest it’s time to take a deep breath or two and let the boil subside a bit. And then get together face to face. There’s too much win-lose these days and I prefer not to be involved in one. But I do believe there is a win-win here if executed properly by everyone involved.

    John Audette - Porsche Lighting Anorak
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  10. #210
    Senior Member Macroni's Avatar
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    Quote Originally Posted by Macroni View Post
    Don't think Live is the only one who lawyer-ed up......

    Quote Originally Posted by LiveFromNY View Post
    Assuming you're right, and the ESR directors have retained counsel, that raises an interesting ethical question.

    Again...... I am not certain as to why seeking legal advise in this situation would not be a fiduciary responsibility of the Board. My attitude has always been when confronted with a situation such as this, one in which I might not be an expert, is to get appropriate advice. Given the tone (IRS / whistle-blower) I would be definitely be on the phone.

    There is no doubt that the kettle has been kept on the burner too long.

    Given the lack of communication from the Directors, I propose (as suggested by JohnA) we establish a time line for a moratorium of posting on this thread .......

    PROPOSED: starting tomorrow , Thursday 9/12 and for the next four days no posting on this thread to allow for cooling.


    It would be my hope this would give the Board an opportunity to indicate the direction of the ESR.

    Do I have this seconded?
    Last edited by Macroni; 09-11-2019 at 03:17 AM.
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