

NATE BOARD OF DIRECTORS MEETING MINUTES Wednesday, Sept. 5, 2007ATX The Barter Company, ClevelandCall to Order President Fran Crumpton called the meeting to order at 3:30 p.m. Present: President Fran Crumpton, Jim Cassidy, Richard Harris, President-Elect Jerry Howell, and Executive Director Tom McDowell. Absent: Patti Falus. Minutes Secretary Jim Cassidy presented the minutes from the previous meeting. Motion was made by Richard Harris to accept the minutes; motion seconded by Jerry Howell. All favored, minutes approved. Treasurer's Report Tom McDowell reported that NATE's assets have topped the half-million dollar mark for 2007 and are at $535,341 - up nearly $48,000 above the 2006 total of $489,301. NATE had a net increase of $41,920 in 2007 compared to a net increase of $39,081 in 2006. Tom said NATE continues to be fiscally sound and solvent and operates totally debt free. A story will appear on the NATE Web site detailing this financial milestone for the organization. Motion was made by Jerry Howell to accept the Treasurer's Report; motion seconded by Jim Cassidy. All favored, Treasurer's Report approved. Meeting Review Tom McDowell provided an overview of the 2007 NATE Sales and Broker Training Program. NATE trainers are to take what featured trainer Jonathan Weaver instructs and go a step further in their sessions. The training program will be digitally recorded for CD and DVD use. Discussion focused on whether or not to charge for the CD and DVD, and if so, how much. The board unanimously decided that it would hold off on any decisions, and establishing pricing, until it has viewed and listened to the final product. Tom covered the evening social events of Sept. 6 at The Golf Dome. Fran Crumpton suggested that photos be taken and posted to the NATE Web site. The board was also pleased with the turnout for the training program. The board anticipated 40 participants, but the number is closer to 50 participants. Committee Reports Program Committee: Tom McDowell previously covered the events of the Sales and Broker Training Program and had nothing more to add. NATE Update Committee: Jerry Howell reported that he would still like to see a hard copy version of the NATE Update produced annually, but he added time constraints make the effort prohibitive. He noted that with NATE membership declining, it may be difficult to finance a magazine. Discussion continued about posting an electronic NATE Update on the Web site as a way to save costs. Jerry will review the matter at a later date. Education Committee: Fran Crumpton said there was a great response to the voting for NATE's 2007 Broker of the Year award, the winner of which is Linda Zibell of New England Trade. Fran noted that the CTBs and MTBs are all recognized on the NATE Web site with a photo and biography. Membership Committee: The board members divided a list of trade exchanges in the U.S. so that they could make telephone calls to try to gain new NATE members. Fran Crumpton, Jim Cassidy, and Jerry Howell reported that they did not receive a positive response and had trouble reaching the decision-makers. Richard Harris said he did not try to call anyone. The board reviewed a portion of its Strategic Plan, which called for the addition of seven to 10 members yearly. Tom McDowell said those figures may be unrealistic because of the mergers and other factors taking place within the industry. He is encouraged by the addition of five new members this year. Technology Committee: Jim Cassidy had nothing new to report. He mentioned a personal like for a Web site called summaries.com, where printed samples of books can be obtained. He also likes the Read Notify function, which lets a user know when and where their email message was read. CEO Express is another of his favorite sites. Tom McDowell suggested offering these sites to NATE members as a tip of the month. Old Business No old business was brought up for discussion. 2008 Convention at Chateau Elan The 2008 NATE Owners' Retreat will be held at the Chateau Elan in Atlanta, April 27-29. This is the same site that hosted NATE's 2005 Convention. Owners will arrive Sunday, with meetings scheduled Monday and Tuesday of that week. Tom McDowell said only 25 rooms have been made available to NATE, so only one room per exchange will be granted. The board discussed several pricing options, which will include accommodations (based on double occupancy) for two nights, plus breakfast and lunch at the Chateau Elan restaurant. Dinner on Monday evening will be at the winery. The BANC and BANC Collection Concerns The board discussed concerns with the trade and cash balances of several NATE members. One solution may be to write a letter to those exchanges and outline how they can get their account in order. Corporate Accounts Jerry Howell said he would like to return to Cleveland at a later date to meet with Tom McDowell to discuss how to entice more corporations to do business through The BANC. Fran Crumpton said the board needs to determine a marketing plan to help to attract corporations. Jerry and Tom will arrange a meeting at some point in the future to discuss this issue in more detail. Value-Added Benefits Tom McDowell expressed concern over the lack of participation by NATE members with regard to the use of Sales Genie. He suggested that the board should consider charging a monthly fee (possibly $25) next year for NATE members who want to use Sales Genie and not purchase licenses until NATE gets member exchanges booked on a particular account. He said if exchanges aren't going to use Sales Genie, there's no use in buying accounts. Other New Business Secretary Jim Cassidy announced that effective Aug. 31, 2007, his Barter Partners merged with International Monetary Systems. As a result, Jim resigned from the board effective immediately. The board appointed Keith Nally, who currently is an officer, but not a board member, to fill the remainder of Jim's term. Motion was made by Jerry Howell to allow Keith to fill the term, motion seconded by Richard Harris. All favored, motion passed. Adjournment A motion was made by Richard Harris to adjourn the meeting at 6:45 p.m. Motion seconded by Jerry Howell. All favored, motion passed. NATE Board Meeting Saturday, May 5, 2007Present: Jim Cassidy, Fran Crumpton, Richard Harris, Jerry Howell, Tom McDowell, Keith Nally. Absent: Patti Falus. The meeting was called to order by President Fran Crumpton. Roll call was taken. The new board of directors consists of Fran Crumpton, Jerry Howell, Richard Harris, Jim Cassidy, and Patti Falus. Election of Officers Fran Crumpton will serve as president for the coming year with Jerry Howell serving as vice president and president elect. Jim Cassidy will serve as secretary. The board elected Keith Nally as treasurer. With the reduction in size of board, all board members will serve on all committees. President Crumpton will appoint committee chairs when and as needed. Upcoming Events Discussion focused on finalizing details for upcoming events and the 2008 Owners' Retreat as soon as possible. Adjournment A motion was made to adjourn the meeting. Motion passed, meeting adjourned. Annual Membership Meeting Friday, May 4, 2007The meeting was called to order by President Fran Crumpton. Roll call was taken. Minutes from the previous membership meeting already were approved by the board and are on the NATE Web site. Treasurer's Reports Keith Nally reported that NATE's assets increased by about $63,000 for the first nine months of this year. The association's assets now exceed $500,000. Review of Business Meeting Agenda Tom McDowell covered the agenda for the business meeting, as well as the itinerary and venues concerning the special events held in conjunction with the retreat. Discussion followed regarding two proposed changes to the NATE Bylaws and one revision to the Code of Ethics. The Code of Ethics request was that Section V be amended (in bold type) to read: Arbitration should be considered as a means to settle disputes between Members prior to initiating legal proceedings. Such arbitration may be conducted through the NATE Ethics Committee in the event that both parties agree. The Ethics Committee decision shall be final. In the event an agreement is reached through arbitration, and one of the parties does not adhere to said agreement, the Ethics Committee will review and indicate all information about any complaints and how they were finalized. The Ethics Committee shall not disclose specific complaint information unless permitted by court action. A motion was made to approve the Code of Ethics change. Motion passed. A proposal (in bold type) was made to change the Voting Rights of Members section in the Bylaws: No member shall be entitled to more than one (1) vote on any matter. Voting procedures for the election of the board of directors shall be by secret ballot. Each voting member may cast one vote for each vacancy on the board which is being filled through the election, provided however, that only one such vote shall be cast for any individual candidate. No member shall be required to cast any minimum number of votes. Voting procedures for all other matters shall be by voice or hand vote, unless requested otherwise by a voting member of the general membership. Proxy votes are not accepted by the association, and no member may transfer his or her vote to any other party, including employees of the member's trade exchange. A motion was made to change the voting procedure to vote for fewer than the number of board seats available. Motion failed. A proposal (in bold type) was made to change the Composition of Board Members section in the Bylaws: The number of board members for the National Association of Trade Exchanges shall be determined by the total number of "voting" members: - Less than 60 voting members: 5 Board Members - 60 to 72 voting members: 7 Board Members - 73 or more voting members: 9 Board Members A motion was made to change the number of board members based on the current number of NATE members. Motion passed. Adjournment A motion was made to adjourn the meeting. Motion passed, meeting adjourned. NATE Board Meeting Thursday, May 3, 2007Present: Fran Crumpton, Ric Zampatti, Keith Nally, Jim Cassidy, Jerry Howell, and Executive Director Tom McDowell. Absent: Patti Falus.The meeting was called to order by President Fran Crumpton. Roll call was taken. The minutes of the August 2006 meeting were presented and read. Motion made to approve the minutes. Motion passed unanimously. Treasurer's Report Keith Nally reported that NATE's assets increased by about $63,000 for the first nine months of this year. The association's assets now exceed $500,000. Motion made to approve Treasurer's Report. Motion passed. Owners' Retreat Review Tom McDowell updated the board on the attendance and reservation figures, and he gave a brief overview of the sessions and presenters. He also discussed the reception and banquet portions of the retreat, as well as their venues. Review of Business Meeting Agenda Tom McDowell covered the agenda for the next day's Owners' Retreat Business Meeting, including two proposed Bylaws changes and one proposed change to the Code of Ethics. Other Old Business The board discussed whether or not to hold joint meetings with other associations in the industry. Brief discussion followed. Motion made that NATE should continue to hold its own meetings separate from other associations. Motion passed unanimously. Increasing "value added" member benefits was discussed. The board is always looking at ways the association can better enhance the NATE memberships. 2007 Sales and Broker Meetings The board talked about several possible sites and venues to hold the Sales & Broker Training Program in September. Owners who took part in the Naples Owners' Retreat can send their sales people and brokers to the September training program free of charge. Details of the September program will be released soon. 2008 Convention Ideas Ideas and possible locations were discussed for next year's Owners' Retreat. Further details will be announced at a later date. New Ideas for The BANC Jerry Howell and Tom McDowell addressed collection issues as a concern for The BANC at this time. Jerry Howell proposed opening The BANC to corporate members from the Travel and Media industry sectors. The purpose of this idea is to increase the "money supply" in The BANC, and to improve profits for NATE members. A motion was made to open The BANC to corporate members. Motion passed unanimously. Adjournment A motion was made to adjourn the meeting. Motion approved. Back to top Wednesday, Aug. 9, 2006Present: Fran Crumpton, Patti Falus, Richard Harris, Jerry Howell, Dale Mardak, Tom McDowell, Jack Schacht & Ric Zampatti. Not Present: Jim Cassidy & Keith Nally President Fran Crumpton called the meeting to order at 4:10 p.m. Roll call was taken. Minutes from September 2005 meeting were presented, motion for approval made by Patti Falus, seconded by Ric Zampatti. All favored, motion passed. Treasurer's Report In Keith Nally's absence, Tom McDowell reported that the NATE tax return for fiscal year 2006 has been filed. The association currently has $40,000 more than last year, and is in a financial condition to be proud of. Dale Mardak made a motion to approve the report, seconded by Patti Falus. All favored, motion passed. Convention Review Tom McDowell reported on the lack of attendance for the 2006 Toronto Convention, stating attendance figures are the lowest since the New Orleans Convention six years ago. He cited cost factors in getting people to Toronto as one reason for low attendance, and noted that summer may not be a good time to hold a convention. Dale Mardak reported that the Toronto convention marks the first time in a while that the owners' sessions will be held opposite of the brokers' sessions. Committee Reports BANC: Tom McDowell reported that the new NATE and BANC Web sites have been met with a positive response from members, and said Randy Ritchey will have a full demonstration of the new sites during the owners meeting (Aug. 10, 2006). Through July 2006, all BANC members were current on fees, except one member. A brief discussion followed on tight BANC dollars, but Tom McDowell said the BANC is secured by the association, with the full faith and credit of NATE. He said the BANC will try to solicit people to make offerings other than what they're putting on the broadcast e-mails as a way to generate more business. A special Holiday Gift Guide will be developed as a way to help NATE members and their clients get a head start on the holidays. Patti Falus asked if a sample could be sent out by end of September. Program: Discussion focused on creative ways to generate innovative and educational programs for future conventions. Patti Falus said it's a good idea to call NATE members and see what they want at the conventions. She favors the idea used in Atlanta where brokers were polled at the convention to see what they liked and disliked about programs. Tom McDowell noted that recent owners' programs at conventions have covered new ground and have been some of the best ever. Jack Schacht thinks NATE/BANC is still operating under the old barter paradigm. We have the same content in the paradigm and NATE has to change the paradigm. New business models are needed to run the industry. Membership: Patti Falus reported that her time on the committee has been trying and frustrating. Tom McDowell said he called some of Patti's competitors to see if any had an interest in attending the convention, and none showed an interest. He said part of the problem in attracting exchanges to the convention is that there are not many new, solid trade exchanges coming into the industry. Tom noted that there seems to be plenty of "trunk traders" coming into the industry who make little or no investment in their business, and who think they can succeed with just a software package and a few accounts. Tom feels there is a shortage of trade exchanges of the caliber NATE is looking for. Ric Zampatti suggested raising the yearly NATE membership dues to $995.00 as a way to downsize NATE and attract a higher quality of members. Patti Falus said she has tried different ideas to attract new NATE members, but nothing seems to work. The industry, she said, is not growing. NATE Update: Jerry Howell reported that the NATE Update is in "active hibernation" and in need of changes. He proposed doing a hard copy version to be sent to all members of the travel edition. Ric Zampatti suggested it be put together, but sent to members electronically. After discussion, he suggested that Jerry produce a NATE Update twice a year and let Jerry choose the format in which it will be sent. Tom McDowell suggested the inside pages of the Update be burned to a CD and let members put their own cover on it, offering this service as a NATE member benefit. Education: Fran Crumpton said the committee met its goals to have MTBs serve on the committee. CTBs would like more recognition on the Web site. Technology: Jim Cassidy submitted the following written report: The primary accomplishments in technology this past year came in the development of both the new NATE and the Barter BANC Web sites. Randy Ritchey took over the reins as our head of technology in December 2005, after having already completed many hours of development work on these two major projects. He had the sites up and running quickly. The look of the sites is fresh and the functionality is efficient. NATE technology development in the coming year will focus on continued development of the two sites. (Randy outlined and demonstrated these developments during a presentation at the convention.) Other successes include next generation developments at individual trade exchanges to improve corporate systems. There have been numerous programming achievements at IMS and ITA. We Trade Network routinely improve its application to make it easier for clients to do their own transactions. Executive One Alaska has developed a smarter membership card. I'm sure there are many more. The technology industry continues its rapid paced development and it's important that the barter industry utilize the products and services that provide the best possible efficiencies. Other Committees Nothing to report. Committee Assignments The Board remains intact until the next convention because there were not enough members present at the convention for a quorum. BANC: Ric Zampatti is chair, with Patti Falus, Jack Schacht, Fran Crumpton, and Dale Mardak serving. Program: Jerry Howell is chair, with Ron Hollowell, NATE executive assistant, serving. Membership: Dale Mardak is chair. Education: Fran Crumpton is chair. Technology: Jim Cassidy is chair. Report on 2007 Convention Ric Zampatti said some issues have developed with the Chateau Elan, so the next convention may not be full trade, as was the 2005 NATE Atlanta Convention. He offered another Atlanta resort – Barnsley Resort – but its conference center is under construction. Tom McDowell suggested that the Board change its convention mentality, and that two conventions be conducted during the year – a May convention for owners, and a September convention for salespeople and brokers. Incentives would be offered to owners attending the May meeting; they can send their brokers and sales people free to the September convention. The board agreed to hold conventions in May 2007 (for owners) and September 2007 (for brokers and salespeople). State of the Association Tom McDowell reported that NATE continues to be strong and viable, despite a decrease in membership. He said the barter industry is facing some real challenges with the way it attracts new exchanges, and the way NATE attracts new members. Old Business The board discussed the previous approval of the extension of Tom McDowell's contract through Dec. 31, 2012. A suggestion was made that when Board members vote via e-mail that they copy the entire Board. New Business IMS Broker Licensing Divisions: Jerry Howell raised a concern about IMS broker licensing divisions and how they affect NATE, asking the Board for a clarification before it becomes a point of contention among members. Dale Mardak said IMS plans to comply with NATE's Bylaws – each licensee will pay a NATE membership. BANC Collections: Ric Zampatti has concerns because some BANC members are making no effort to clear up their negative balance, yet are turning down BANC business. Tom McDowell suggested sending an e-mail to those accounts with a schedule to pay down the account. The Board will be carbon copied on the letter, to be sent by certified mail, with a note that the Board wants to work with them to reduce the debt. Adjournment A motion was made by Ric Zampatti to adjourn the meeting, seconded by Dale Mardak. All favored, motion passed. Friday, Mar. 10, 2006, via TeleconferencePresent: Tom McDowell, Executive Director; Rick Zampatti, Chairman of the Board; Fran Crumpton, President; Patti Falus, Vice President/President-Elect; Keith Nally, Treasurer; Dale Mardak, Secretary; Jim Cassidy; Richard Harris; and Jerry Howell. Absent: Jack Schacht. President Fran Crumpton called the meeting to order at 10:02 a.m. Roll call was taken – all directors present except for Jack Schacht. Tom McDowell opened the meeting with a discussion of several proposals, the first two submitted by Jack Schacht, regarding a reduction in the size of the Board and an increase in the length of a term on the Board. Jack Schacht suggested a Bylaws change be presented to the membership for a vote at the 2006 NATE Convention in Toronto. Dale Mardak questioned this move, saying this issue was soundly defeated at the last convention. Tom McDowell suggested that if the Board favors this action, and decides to take another vote of the membership, board members might wish to consider drafting a Bylaws change and posting the proposed change on the NATE Web site 90 days prior to the Toronto convention (Aug. 10-12). Keith Nally suggested the Board do some prep work on this subject and send out a detailed explanation to the members as to why the Board wants to reduce the size of the Board and increase length of terms. Board currently has nine members. Tom McDowell said Board could be reduced to six members with the President voting in the event of a tie. Keith Nally made a motion to create Bylaws changes for a reduction in the size of the Board and for an increase in terms of the Board. Jerry Howell seconded the motion; all Board members favored, motion passed. Education Committee/Broker of the Year (Fran Crumpton): Fran Crumpton said forms, biographies, and pictures of the MTBs and CTBs are posted on the new NATE Web site. She has sent numerous emails for CTBs so that they can be profiled on the site; Tom McDowell noted a link on the site for CTBs to forward their information. Fran Crumpton will be starting to email all CTBs and MTBs to encourage their participation at the Toronto convention. Tom McDowell noted that the NATE Web site would feature the 2006 Broker of the Year, as well as feature the 2005 Broker of the Year. BANC Report (Tom McDowell): Tom McDowell discussed several problems that have occurred through the BANC. The first item of note concerns NATE members soliciting other members' clients after referrals on the BANC (at least one instance has been reported). He said NATE needs to have a policy – established by the Ethics Committee – against these types of situations (i.e., soliciting the member of another trade exchange). Richard Harris suggested that if NATE members aren't willing to abide by this policy, the issue might as well be disregarded. He said if NATE is not willing to throw out members who prospect the clients of other NATE members, these members must be punished in another manner. Jerry Howell suggested that the NATE member that is a victim of solicitation of one of their members must submit a written complaint to the Ethics Committee. Tom McDowell noted that the Ethics Committee would have to establish guidelines as to the nature of the violations. He also suggested a "strike two" program, where the offending member is warned via a big announcement, then removed from NATE. Tom McDowell asked Ethic Committee Chairman Richard Harris to draft a proposal whereby the NATE member raising the complaint, and the NATE member accused in the complaint, send a statement to the Ethics Committee. If the members cannot resolve the complaint, a hearing will be held before the Ethics Committee during a NATE convention. The Board will have final say on how the complaint is to be resolved. A second BANC issue is a NATE member listing items on the BANC that they either don't have, they don't respond to, the item is seasonal, or there is a cash booking charge. Tom McDowell reiterated that nothing on the BANC should have a cash component; he suggested the Board develop guidelines that all BANC listings must fit their description and criteria. Tom McDowell said booking fees are becoming revenue generators for other exchanges' clients. He asked Patti Falus if she would work with Kim Strabley to design a strategy on this matter. Three-Year Plan (Fran Crumpton): Fran cited findings of the business coach NATE utilized during last year's meeting in San Antonio. He identified nine areas for NATE to define where it has been, where it is going, and what it is doing. The top item is growth and retention of membership base. Fran asked to have one Board member volunteer to oversee each of these nine categories. Tom McDowell said that the Board needs to discuss where and how it will find new members, or relegate itself to the fact that NATE will not have 10 to 15 new members this year. Overall, 2006 membership base dropped by 10 members over 2005. Keith Nally asked if the Board should set up a group to look at this issue on a broader scale. The market for new members is shrinking; should NATE expand the market within which it is searching? Tom McDowell said NATE now has a larger share of a smaller pie – the smaller pie being those exchanges who meet NATE's criteria for membership. He suggested that this topic would be an excellent subject for an owners' roundtable discussion at the 2006 NATE Convention (Where Do You Go To Find Lost Markets?). Tom McDowell asked Dale Mardak to put this topic on the convention agenda. BANC Collections (Tom McDowell): Tom McDowell reported that BANC collections have been paid in full by all members who owe(d) money to the association. There is no outstanding cash due at the present time. He said this is the first time NATE and the BANC have been in this position since the inception of the BANC. He further noted that the BANC is in great shape. BANC Additional Programming (Tom McDowell): Tom McDowell noted that several members are requesting additional functions for the BANC site – above what Randy Ritchey is contracted to do. Those making additional requests for changes will be billed accordingly for this service. Tom McDowell discussed additional BANC Web site features, and said he hopes to incorporate Google Earth in the Travel Section so that clients can actually view a property firsthand. He also suggested getting group interest in additional needs for the BANC Web site and forward these suggestions to Randy Ritchey. Discussion of 2006 NATE Convention (Tom McDowell): Dale Mardak has sent an email with an Excel attachment outlining the programs, owners' sessions, and start times during the annual meeting. He is still searching for owners' meeting topics – Search Engine Optimization may be one topic. A second topic will be Using Technology For Greater Efficiency (Jim Cassidy), specifically mobile technology. Thursday (Aug. 10) afternoon will have Broker 101 and 102 sessions taught by MTBs, and possibly a Sales 101 session. Friday morning (Aug. 11) will have keynote speaker, and "meet the players" session before lunch. Friday afternoon will feature the Great NATE Tradeout, which will be NATE's first computerized tradeout conducted interactively for owners and brokers using the NATE and BANC Web sites. Sales training to focus on Obtaining Peak Performance. Saturday (Aug. 12) to feature brokers role playing session with MTBs. MTBs may be part of panel discussion to highlight overpricing and cash/trade blends. Late Saturday morning will have roundtable discussions. Tom McDowell said that portions of Saturday's programs would be videotaped for a training CD. Dale Markdak noted that he is soliciting ideas for hour-long session for Thursday's owners meeting following the business meeting. Tom McDowell said a suite would be available for business purposes, not for socializing. He also said Dale Mardak seems to be making solid progress on the programs, and would like the schedule (as well as descriptions of each session, photos of speakers, and biographies) to be posted on the NATE Web site as soon as possible. Events/Pricing (Patti Falus and Tom McDowell): Patti Falus has lined up some great social events, including a chartered boat trip to cruise Toronto waterfront. Patti Falus said Board needs to make a commitment on the trip – as it will add about $100 BANC per person to the overall convention package. Tom McDowell said despite the additional $100 BANC, the convention is still a terrific value for members. Tom McDowell and Jerry Howell both noted that they think the cruise is well worth adding to the schedule. Keith Nally asked if NATE could do another Matching Funds Program similar to 2005 Atlanta Convention, but Tom McDowell noted that Matching Funds Program was offered last year because so much of the Chateau Elan package was bartered. The 2006 NATE Convention pricing will appear on the new NATE Web site this month. Richard Harris made a motion to approve adding the boat trip at additional $100 BANC per person, seconded by Ric Zampatti. All favored, motion passed. Patti Falus will begin making arrangements for the boat trip with her client. The NATE Board will work to identify possible sponsors for the Thursday evening chartered boat trip. A sponsorship package will be created. Generating Attendance (Patti Falus): Tom McDowell said that Patti Falus has sent him a list of the Canadian trade exchanges so that they can be contacted about participating in the convention. Tom McDowell thinks a reasonable NATE count for the 2006 convention is about 125 attendees. The BANC (Tom McDowell): Tom McDowell said there is $2.25 million in BANC dollars to be spent, so the membership really can't complain about lack of dollars in circulation. Patti Falus suggested putting in a call rotation of Board members to solicit business for the BANC. Jerry Howell noted that the issue is not a matter of trade dollars, but a mentality that people are afraid of going into a negative balance when they hear that if they exceed their balance, they will have their credit line reduced and be subjected to cash fees. Ric Zampatti noted that part of the problem is that some of the bigger players have racked up the highest negative balances, which could scare smaller players. Keith Nally noted that if there were too many big players in the hole, there wouldn't be enough smaller players to dig them out. Tom McDowell pointed out that the idea behind a revolving credit line is that you revolve out of it at some point in time. The trouble with the BANC is, few revolve out of it. NATE Web site (Tom McDowell): Tom McDowell said the new NATE Web site should be live by March 17. He conducted a step-by-step walk through of the Web site. Tom McDowell asked that each board member go through the Web site and look for corrections that need to be made to Web sites, addresses, phone/fax numbers, emails. ADJOURNMENT: Dale Mardak made a motion to adjourn the meeting, seconded by Ric Zampatti. All favored, meeting adjourned at 11:55 a.m. EST. Friday, Sept. 16, 2005 and Saturday, Sept. 17, 2005, Mentor, OhioVice President Fran Crumpton called the meeting to order at 8:10 a.m. Secretary Dale Mardak took Roll call. PRESENT: Jim Cassidy, Fran Crumpton, Patti Falus, Richard Harris, Jerry Howell, Dale Mardak, Tom McDowell, Keith Nally, and Jack Schacht. NOT PRESENT: Ric Zampatti and Debbie Lombardi. The first order of business was the confirmation and discussion of Fran Crumpton as the new NATE President, replacing Debbie Lombardi, who is no longer in the barter industry. A motion was made by Keith Nally to accept resignation of Debbie Lombardi, seconded by Richard Harris. The board unanimously voted in favor of the motion. Tom McDowell said the NATE bylaws specify that the Vice President steps in to become President. Fran Crumpton accepted, and will hold the position through the 2007 Convention. Tom McDowell noted that a President-Elect would be selected at the 2006 NATE Convention in Toronto; that person will then step into the President's position at the 2007 Convention. Fran Crumpton wants to continue Debbie Lombardi's "Raise The Bar" theme, but hopes to redefine it for all NATE members. The Board also voted to reinstate Dale Mardak as a voting member of the board, taking Debbie Lombardi's voting position. Motion made by Keith Nally, second by Jerry Howell. The board unanimously voted in favor of the motion. Tom McDowell opened the floor to nominate and select a new Vice President. Motion made by Richard Harris to nominate Patti Falus, second by Jack Schacht. The board unanimously voted in favor of the motion; Patti Falus becomes Vice President. MINUTES OF LAST MEETING: Dale Mardak reviewed; Patti Falus made motion to accept, second by Richard Harris. The board unanimously voted in favor of the motion. TREASURER'S REPORT: Keith Nally reported that NATE has $202,000 in cash versus $165,000 in cash in 2004. The biggest difference was certificates of deposit and money market accounts helped to increase cash by $37,000. BANC dollars are about the same, so NATE increased assets by $35,000. Equity total $434,000 -- $217,000 in cash and $217,000 in BANC. Keith Nally reported that the organization is in extremely sound financial condition. All agreed Matching Funds Program was a success and that members felt they were getting something of value. Tom McDowell noted that NATE's financial picture included the Matching Funds Program for the Atlanta Convention; the $50,000 advertising campaign; Sales Genie; Selling Power; and the Monkman Fund. COMMITTEE REPORTSTECHNOLOGY (Jim Cassidy): Jim Cassidy put together a list of items for discussion – including virtual offices and running a business from your car – and requested feedback to see if any are of interest for round table discussions at conventions or teleconferences. Richard Harris suggested a topic to cover backing up your computer system, and not keeping back up records in the same city in the event of a natural disaster. Jim Cassidy said he could develop presentations in such a way that they can be used in multimedia forms. Jack Schacht discussed Web site optimization, using employees from remote locations and integrating them into a business. At this point, the board moved to the 10th item on the agenda – discussion of Crescent City Trade Exchange – in preparation of a conference call with Jeffrey Chamblin and Tanya Galdamez of Crescent City: The board discussed setting a NATE policy to help others in a catastrophe or major tragedy. Keith Nally summarized that the board looked at its bylaws and NATE is set up as a not for profit – there's nothing in the bylaws that gives the board the authority to be a charitable organization. Further discussion focused on ways NATE members could donate funds to Crescent City. The board also discussed what to do about the BANC funds owed by Crescent City. Tom McDowell presented idea for NATE members to set up side accounts with those funds designated for Crescent City. Patti Falus made a motion that the board waives any BANC fees and NATE dues until Jan. 1, 2007 for Crescent City, second by Dale Mardak. The board unanimously voted in favor of the motion. Jerry Howell discussed details of his work with a charitable organization and the possibility of a raffle where sufficient funds could be raised for Crescent City. Several expressed doubts about the idea. Tom McDowell acknowledged the hard work and effort Jerry Howell put into the idea. Richard Harris suggested development of a business plan for Crescent City to help it rebuild. Jack Schacht would like Crescent City to specify its needs so that NATE can best serve its rebuilding efforts. Tom McDowell summarized that we can suggest to NATE members that Crescent City has many needs. As always in situations like the one they are experiencing, cash is one major need. Those wishing to make a donation can get information through NATE. MEMBERSHIP REPORT (Patti Falus): Patti Falus discussed challenges associated with attracting new members, and the need for "new blood" and people to get involved with what NATE is doing. Focus of committee must be to help the people we have get better at what they're doing and help them to be more profitable. The committee has been trying to determine how it can be more effective to NATE. At this point, the board received a call from Jeffrey Chamblin and Tanya Galdamez of Crescent City Trade Exchange. Jeffrey Chamblin asked for any help the board and NATE members can provide. He requested $10,000 cash per month for the next five months to help cover employee salaries. Keith Nally explained what the board can and can not do – legally – and that NATE is a 501-C6 organization. He noted that members can not receive tax credit for their donations, but the board is looking at ways for NATE members to help. Jack Schacht asked Jeffrey Chamblin and Tanya Galdamez for lists of specific needs, and asked if their employees would be willing to accept positions with other trade exchanges. Jeffrey Chamblin offered up his contact information in the event NATE members wish to contact him:
REVIEW OF NEW BANC SOFTWARE: Randy Ritchey gave the board an overview of the new BANC software, providing a demonstration of the site and its capabilities. The board discussed its current contract with eValues. Jack Schacht requested a technical program for brokers at the 2006 Convention in Toronto to help them with the new site, and he wants to get input from his brokers to see if they can add suggestions to the site. Patti Falus wants a button on the site that allows for a "range of price'' for a property or hotel reservations. Jerry Howell requested an "input section" for feedback, and "hit counters" to better track leads. Tom McDowell said the eValues contract expires Nov. 1, 2005; he will notify Gary Lasater of decision by Oct. 1, 2005 to see if he wants to extend contract by two months so we can ease transition and launch new site by Jan. 1, 2006. Tom asked board for questions. Richard Harris made a motion to approve new software and terminate agreement with eValues. Keith Nally seconded. The board unanimously voted in favor of the motion. COMMITTEE REPORTSTHE BANC (Ric Zampatti): In Ric Zampatti's absence, Tom McDowell reported that the BANC is on target to do about $4.3 million again this year. PROGRAMS (Dale Mardak): Dale Mardak is working with MTBs to start getting ideas for 2006 Convention programs. Focus is on more interactive type seminars for role-playing, audience participation, and development of strategies. Tom McDowell needs meeting space requirements as soon as possible so he can discuss with Delta Chelsea. Patti Falus said she could get hospitality room on trade from Delta Chelsea. Jack Schacht wants a technology theme and would like to see a shift away from Barter 101 format. ETHICS (Richard Harris): Richard Harris had nothing to report. EDUCATION (Fran Crumpton): Fran Crumpton outlined NATE's successful process for Broker of the Year balloting and selection, as they were more peer- and relationship-driven. It's helpful to have brokers vote on one of their peers using six points of criteria (including e-mail responses and personal relationships). Fran Crumpton again will e-mail all exchanges and brokers criteria and nomination information for 2006. LEGISLATIVE (Tom McDowell): Debbie Lombardi forwarded latest info from IRS. Relationship is improving and we're posting IRS press releases on the NATE site. Tom McDowell will attend IRTA meeting at end of September and will hear an IRS presentation. HISTORY & LIBRARY (Tom McDowell): Tom McDowell said Debbie Lombardi has bulk of DataVault in her office, and Ron Hollowell will send e-mail to Debbie Lombardi to ask her to send us the information she has to date. Discussion followed on the merits of this service; Patti Falus said it's value-added for the membership and should be developed in some way. 2005 ATLANTA CONVENTION UPDATETom McDowell said the 2005 Convention in Atlanta turned out to be an extremely profitable event. The Matching Funds Program was a big success and was one of the reasons NATE made money on the convention. The membership thought it was the best convention ever, and the Chateau Elan chose to accept many of the items Tom McDowell thought would be paid for in cash (i.e., taxes, gratuities) – on trade. Jack Schacht said it will be difficult to match Chateau Elan … as well as the terrific content offered by the speakers. CHANGES AND ADDITIONSTom McDowell noted that since Victor Castano is not an integral part of NATE, he suggested that NATE look for a new Web site vendor. Tom McDowell feels significant improvements must be made to the Web site, as it is no where near what an organization like NATE ought to have. Work will soon begin on extensive revisions to the NATE site. THE BANC REVIEWTom McDowell discussed the Annual Fee program, noting several participants among the board. Credit lines can be re-evaluated on a quarterly basis – BANC board establishes credit lines each year. The board addressed BANC members who are over their credit lines. The board discussed allowing these members to have an additional year to make sales so that they can then get below the BANC credit line before they would have to pay the interest in cash. Motion made by Jack Schacht to accept proposal, second by Keith Nally. The board unanimously voted in favor of the motion. CONSTANT CONTACTAnna McDowell gave a brief demonstration of Constant Contact (www.constantcontact.com), an e-mail marketing site that provides template newsletters. The service can help to track all letters and press releases for you and can manage e-mail address lists. SALES GENIETom McDowell spoke with a representative of Sales Genie and worked out a deal to add five Sales Genie accounts. ITA, CTE, and The Barter Company requested individual accounts. NATE members will also be scheduled on Sales Genie site as a way to prevent members from being bumped off of the site. Ron Hollowell has prepared a calendar to schedule Sales Genie accounts and access time. CREATING AN INTERNET VIDEOJerry Howell suggested the board investigate the cost of producing a sales video as a way to market members. Tom McDowell asked Jerry Howell to put together sample video and project budget, keeping NATE in "background" or more "subliminal" in the video. Focus should be on whether or not NATE members have sales training video … or lack one because of costs, time to produce, etc. Discussion continued toward developing videos for training purpose. The board pondered using these videos as part of a sales contest, and as part of the sales program, at the 2006 Convention. Board agreed to establish a video sales contest that will conclude with three finalists competing for the top prize at the 2006 Convention. Tom McDowell suggested each exchange prepares and practice a sales video based on criteria provided by the board. The board will then ask for the submissions and pare the field to a final three for the convention. The three contestants then can be professionally videotaped at the convention and NATE members can receive a CD of the contest to use a sales training tool. Tom McDowell suggested criteria to include a 15- to 20-minute presentation with rapport building … right through to the end of the sale. Sales contest at the convention will involve a different set of criteria. The board discussed ways to reward the top three contestants at the convention – perhaps paying their way to the convention. Patti Falus questioned whether or not owners should participate in the contest. The board determined that owners should participate, as they are some of the best sales people in the industry. Tom McDowell noted that the instructions and criteria will be clearly defined for participants. He would like preparations to be in place by end of the year so that participants have about six months to work on the video. The goal is to record the audios onto CDs for a value-added instructional piece to pass out to members. Motion by Jack Schacht to have a sales video contest for the sales portion of the 2006 Convention, second by Patti Falus. The board unanimously voted in favor of the motion. NATE UPDATE (Jerry Howell): Jerry Howell and Tom McDowell discussed producing a new four-color, glossy, 54-page magazine to fill a void in the industry. The idea is that the "body" of the magazine would be the same, and printed at one quantity, but the cover front and back and inside front and back pages would change to feature different NATE members – or prospecting categories. Articles will feature how barter benefits such businesses as Restaurants, Printing, Hospitality, and Retail. Tom McDowell outlined price points to produce the magazine. Patti Falus thinks it's a large undertaking and doesn't feel members will buy into, or take the time to read it. Fran Crumpton favored the idea as long as the time it takes to produce the magazine isn't a problem. Richard Harris thinks it could be an asset at trade show booths. Motion made by Richard Harris to proceed with the magazine, second by Jack Schacht. The board unanimously voted in favor of the motion. Brief discussion followed on the viability of attending trade shows. Without taking vote, board opposed idea about having booths. EMPLOYMENT OF CRESCENT CITY WORKERSThe board discussed employment of Crescent City workers to do projects as designated by NATE. Keith Nally motioned to let Tom McDowell start the ball rolling, Patti Falus seconded motion. The board unanimously voted in favor of the motion. Board discussed $12 cash, $5 trade as compensation for Crescent City employees – Tom McDowell to contact CCTE and offer them the ability to work on special projects that board designates. Keith Nally motioned to approve compensation figures, Jack Schacht seconded. The board unanimously voted in favor of the motion. 9/11 SCHOLARSHIP (Jerry Howell): The four-year, $80,000 Thiel College scholarship has not been given away due to a lack of applicants. Board discussed making scholarship available to anyone with relative in military, including police and fire. Fran Crumpton asked Jerry Howell to review criteria to see what's applicable. Dale Mardak asked if Jerry Howell has original paperwork from agreement to review as well. Board discussed revised criteria so that a winner can be selected in time for the 2006 Convention. TORONTO CONVENTIONTom McDowell outlined the rates for the board, noting the incredible deal he was able to arrange with Delta Chelsea. Fran Crumpton asked about early bird registration incentive, but Tom McDowell doesn't have the convention priced for early birds. Keith Nally wanted to offer special rates for spouses not attending seminars, not dining with the group, etc. One early bird idea that was suggested was to have members register by March 1, 2006. They would then receive a 20 percent discount on all of their registrants BUT RESERVATIONS ARE NON CANCELLABLE. Members don't have to commit to the names of their attendees, just the number of attendees they will have. Keith Nally motioned to stay with what Tom McDowell has already worked out and offer just one price, as well as an early bird special. Fran Crumpton seconded. The board unanimously voted in favor of the motion. SPECIAL EVENTSPatti Falus tentatively planning a dinner/dance boat cruise (Thursday night reception); Patti Falus arranging for a photographer to take portraits of couples on the boat. If a Plan B is needed, Tom McDowell said he has a food and beverage commitment at the hotel, so Thursday's events could be held there as well. Tom McDowell also wants to retain a photographer to get pictures of our events so that we can use them in publications and on Web site. All agreed to keep the awards portion of the program short in length. Patti Falus suggested "speed brokering" as a component to the events. Discussion shifted to a "Trades Made in Heaven, Trades Made in Hell" theme. This idea will be considered. Several ideas for seminars were discussed, including the presentation of NATE members' company videos; using telesales, Web site for marketing; and online sales presentations. Owners' session will feature technology, and what's on the cutting edge to run a trade exchange. Tom McDowell would like the basis of the session in place by January 2006. Jack Schacht wants to see that programs for the sales sessions are planned soon, and that we put the program schedule out so that we can gauge attendance. Tom McDowell would like to see a session on appointment setting, and following up on a prospect that wasn't closed the first time. CONVENTION 2007Tom McDowell still working on securing Chateau Elan, but hasn't received return calls at this point. Board discussed Phoenix or Scottsdale as possible alternate locations. Brief discussion followed on whether or not to have a main convention for owners and regional conventions for brokers; no decision made. ADJOURNMENTMOTION made by Fran Crumpton to adjourn, second by Richard Harris. The board unanimously voted in favor of the motion. Meeting adjourned at 12:05 p.m. Sept. 17. Thursday, June 16, 2005, Via TeleconferencePresent: Tom McDowell, Executive Director; Debbie Lombardi, President; Fran Crumpton, Vice President/President-Elect; Ric Zampatti, Chairman of the Board; Keith Nally, Treasurer; Dale Mardak, Secretary; Jim Cassidy; Richard Harris; Jerry Howell; and Jack Schacht. Absent: Patti Falus Debbie called the meeting to order at 11:04 a.m. Roll call was taken. Minutes from the May 19, 2005 meeting have been posted to the NATE Web site. Keith Nally motioned to accept, seconded by Debbie Lombardi. Financial Report: – Keith said we have $231,000 in the bank as of May 31, 2005 – and another $250,000 in BANC credit – and convention fees have been paid. He will have financial statements out by Aug. 15. Old Business: Debbie said she hasn't received much information for the Data Vault Resource Center. She will be meeting with Data Vault reps at the end of next (June 20) week to get items ready for posting. She encouraged everyone to submit his or her information to her as soon as possible. She noted that digital email formats and email PDFs are acceptable. Tom asked for permission to use video from NCE-St. Louis, Gulf Coast Trade Exchange, and Illinois Trade Association for the Resource Center. Agenda Items:2006 and 2007 NATE Conventions: In his report, Tom reiterated the outstanding treatment we received from the Chateau Elan. A revised bill was sent to NATE showing that all sales tax and gratuities – charges Tom expected to pay with cash -- were taken in trade, meaning we picked up an additional $10,000 to $12,000 in the master account. He is awaiting a call from the Chateau Elan's sales staff to begin plans for the 2007 NATE Convention. Tom reported that the 2006 NATE Toronto Convention is signed, sealed, and delivered. The packages will be all inclusive (room, food, and beverages), and packages will be priced for two, three, and four nights' stays. Internal Revenue Service: Debbie reported that she and Tom had a productive conference call recently with representatives of the IRS. The focus of the call was to update TINs. Debbie said the IRS is working to make the process easier for trade exchanges and will be supplying step-by-step instructions for processing TINs. Debbie believes the communication between NATE and the IRS is good enough so that we can get information expedited, and it will be easier to get waivers. Debbie asked for the board's permission to put a link on our Web site for the IRS (it will be linked from press releases/stories on NATE Web site). Tom noted that the IRS provided NATE with access to statistical information and document numbers to where 1099s are held. He said that, according to IRS records, there were 387,000 1099 B forms filed in 2002; and 361,000 1099 B forms filed last year. Sandler Tele-Sales Training: Tom outlined the NATE Sandler Tele-Sales Training program, encouraging the board to look over materials and give their ideas. Registration deadline is June 27; the first orientation is June 30. There is an hour-long session every Monday, Tuesday, Wednesday, and Thursday (except on holidays). In addition, the Sandler trainers will present 18 sessions a year that focus specifically on barter, and will only be open to NATE members. Training sessions will be presented more than once, allowing NATE members who miss a session the first time to hear it presented a second time. Richard suggested that Fran include this training for the brokers as part of their continuing education. Complete Program Workbook and CD can be purchased for $29.95. An email promoting this sales training program was sent to all NATE members on June 16. NATE Deficit Guidelines: Jack discussed the NATE Deficit Guidelines that he Don Mardak prepared several years ago. Jack has been working on an update of this document for the board's review. Jack noted that the board wants to feel comfortable that NATE is not potentially liable for giving legal advice to trade exchanges who have a deficit, yet he always believed that NATE should develop guidelines that represent what members think about this issue. Richard said the board should forget about this issue, as it could open a can of worms. Consensus was to drop this issue, as NATE has nothing to gain and everything to lose by preparing this document and putting it into print. Dale suggested that this topic would be a good one to address at the next convention. Technology Report: Jim discussed top three responses he received from members to improve Technology. First is security – there are new systems and software available that we can show to members; second is research – Sales Genie, Data Vault, portals; third is mobile technology, which covers such devices as Blackberry and Blue Tooth, other wireless software. Jerry said we might be missing an audience (those involved with technology) to which to market for the convention. Jack suggested that technology, along with deficit spending, would be good seminar topics at next convention. New Business: Tom said he and Patti are already working on speakers for the 2006 Toronto Convention. Adjournment: Keith made a motion at 11:58 a.m. to adjourn the meeting, seconded by Debbie. The next meeting will be held on Thursday, July 21, 2005 via teleconference. Saturday, May 7, 2005, Chateau Elan Resort, AtlantaThose in attendance: Ric Zampatti, Tom McDowell, Fran Crumpton, Debbie Lombardi, Keith Nally, Patti Falus, Jim Cassidy, Richard Harris and Dale Mardak. Jerry Howell had previous transportation scheduled. Debbie Lombardi called the meeting to order. An introduction of the new Board Members was made. Debbie pledged to continue the POW's. Since they serve almost the same function, it was decided to combine the positions of President Elect and Vice President. Election of the Officers: Keith Nally made a motion to elect Fran Crumpton as President elect. It was seconded by Ric Zampatti and approved by all. Keith Nally made a motion to elect Dale Mardak as Secretary; Debbie Lombardi seconded it. Dale Mardak made a motion to elect Keith Nally as Treasurer; Fran Crumpton seconded it. All motions passed. Tom McDowell gave kudos to The Barter Company for a great convention and a spectacular venue. He followed by giving a wrap up of the convention. Old business: To require in future Board Member elections that voters must make one vote for every empty Board seat. That should prevent a situation where NATE would not have enough votes to fill the empty seats. Keith Nally made a motion that by July 1st, NATE should hire a capable, part-time worker to serve as NATE assistant. The motion was seconded by Patti Falus and was unanimously approved. Keith Nally stated that NATE's operating statement would probably show a loss for the current fiscal year, due to the payment of the special convention promotion of matching BANC funds to members who had enrolled in that program. The board made a decision to not print hard copies of NATE Updates other then Convention Programs. Dates for the next board meeting were set for September 16th & 17th in Cleveland Ohio. Board members are required to arrive Thursday and depart by noon on Saturday. Dale Mardak made a motion to accept Larry Davis/Barter Exchange of Mississippi as a new NATE member. Debbie Lombardi seconded it and the motion passed. A new Board Member conference-call schedule was established. The calls will take place at 10:00 a.m. Central time, beginning on the 3rd Thursday of May, and continuing on the 3rd Thursday of each succeeding month. Dale Mardak will make arrangements for the call. A request was made to all Board Members on e-mail etiquette. Do not participate in, or send derogatory e-mails about people and other related activities in the barter business. Some additional acknowledgements went out to Tammy Stinnett at The Barter Company and other individuals for their help with the convention. New Business: The board decided to have the MTB's form a committee and select one of them to assist with convention program content. Debbie made a motion to adjourn, seconded by Ric Zampatti. Wednesday, May 4, 2005, Chateau Elan Resort, AtlantaThose in attendance: Victor Castano, Ric Zampatti, Tom McDowell, Fran Crumpton, Debbie Lombardi, Keith Nally, Ron Whitney, Johnny Eagle, and Dale Mardak. Patti Falus was in transit. Victor Castano called the meeting to order at 3:00 pm. Ric made a motion to approve the minutes of the last board meeting in San Antonio, Johnny Eagle seconded it and the motion passed. The treasurer's report was read and Debbie Lombardi made a motion to approve it, Dale Mardak seconded it, and the motion passed. Tom McDowell made a statement that NATE and the barter industry has come a long way. He pointed out that never before have we have the opportunity to hold our convention at such a beautiful property, and for the same prices that are charged for cash. Dale Mardak was called on to give an overview of the Broker and Sales participants scheduled programs for the convention. Board members were selected to be mentors to the first-time attendees. A discussion was held as to the change in some POW's. Patti Falus arrived at the time when the proposed By-Laws changes were being approved. The changes will be sent prior to the 2006 convention so that there can be a vote by the entire membership. The changes were made to make the By-Laws more clearly defined and purposeful. Victor Castano went over points of the 3-year Strategic Plan. Keith made a motion to adopt the changes on the plan. There was a second by Fran Crumpton and the motion passed. Victor Castano went over the details of the Executive Directors contract. It was decided that we would include a new Dell computer in the auction. NATE received the computer as an incentive for the renewal of the Sales Genie lead generation program. Tom McDowell stated it was a great year for NATE! Even though we lost a few members, we are strong financially, BANC is the most desired currency, and we had tremendous Presidential direction. With no new business, Victor Castano asked for a motion to adjourn the board meeting. The motion was made by Ric Zampatti and seconded by Johnny Eagle. |