Proposed Change to Articles of Incorporation

[skiprd]

All -- I missed the convention in Massachusetts, so I suspect I just missed the explanation, but I received the FMCA magazine yesterday and it contains a ballot to vote on a proposed change to the FMCA Articles of Incorporation. I know that such things are normally perfunctory, but this one is odd: it proposes to add authority for the organization to engage in any activity whatsoever, including those completely unrelated to anything having to do with motor homes!

Quote

7) To possess all of the rights, powers and privileges now or hereafter conferred by the laws of the State of Ohio on not-for-profit corporations and to carry on any of the activities that a not-for-profit corporation may engage in under the laws of Ohio.

A general catch-all grant of authority is common, but it's usually related to the organization's purpose (like "...to possess all other rights, powers and privileges of a not-for-profit corporation reasonably related to the interests and activities of Family Motor Coach owners..."). I assume there's a reason why FMCA wants authority to branch out into non-motor-home-related activities, but there's nothing in the magazine that explains it. Could someone please clue me in? What are the activities unrelated to motor homes that FMCA is interested in? Or, phrasing this another way, what are the activities that FMCA wants to do that are not authorized under the current Articles?

I have a second question about the proposed change, but let me get an answer to this question first and then I'll follow up.

Thanks very much,

Skip

[manholt]

Skip.  Only number 7.  1-6 has been in place since 1971, no one could have foreseen what would be forthcoming by 2016, just as we do not know what's going to happen in the future in regards to Motor Homes.  I have no problem with the proposal and I hope the FMCA membership feels the same way!

Carl

National Director  

[ckcarpenter42]

Skip,

It is my understanding, like you’ve stated, an organization’s purpose can be very narrow with all potential activities being nailed down to a very narrow scope or written as broadly as possible so as to allow an organization to adapt to changing needs and expectations over time.  FMCA’s articles are of the very narrow variety which makes it extremely difficult and inflexible when it comes to addressing changing market opportunities or business realities.  In fact, coupled with its narrow or operationally specific Charter and bylaws as well as tight policies and procedures, some of which require governing board and/or member approval, it can take a minimum of three years to adjust to the organizational evolutional demands.  Aside from the personal relationships our members develop – which serves as a glue for retention – our core value proposition is based on the delivery of information. Both existing and future members are increasingly looking to mobile technology (e.g. smart phones and tablets) for immediate answers.

In today’s world, competition has shifted to “business models” whether online information access and purchasing capability pose a tremendous threat to the motorhome industry partners with whom FMCA works to meet member needs.  FMCA needs to be able to adjust its business model so that it will be able to continue to serve its members.  Making the proposed change in FMCA’s Articles of Incorporation will take one year out of the timeline for any future change.  All of the other approvals will still be required – going from three years down to two years is a good start. That’s the 50 thousand foot view.

During debate the question was raised regarding where the bottom line intent of the motion was to allow towables into FMCA. It was answered that this was not the ultimate question, but it does open the door.  Having served on FMCA’s Long Range Development Committee the past couple of years my perspective on the proposed change is both philosophic and practical. FMCA has a proud heritage founded on the spirit of serving the changing interests and expectations of members in enhancing their enjoyment of their motorhomes.

Ken Carpenter, F312233
National Director, Diesel RV Club, an FMCA Chapter

[manholt]

Ken. Well said.  After this year perhaps we can move forward, one year at a time!

Carl

[skiprd]

Ken -- thanks for the response, but it's still not clear to me. Think of it this way. FMCA basically had two options:

(1) Expand the articles to allow it to do anything whatsoever

(2) Expand the articles to allow it to do anything related to RV'ing.

It selected option (1), which suggests it has business concepts in mind that are unrelated to RV'ing. Whether that's a good idea or not depends on the kinds of business activities it has in mind. All I need is an example of the kind of things the board has in mind that are permitted by option (1) and not permitted by option (2). And yes, I am a lawyer and yes, I have drafted gazillions of articles, which is why the phrasing proposed seems odd.

Thanks very much,

Skip

[manholt]

Skip.

The board now and in the future, can not do any changes unless it has approval from the National Directors, the ND's do what the members of each chapter wants and it only can be presented at the Summer FMCA Reunion.  ND's are the stop gap.  We also approve the budget, any amendments, hiring of consultants, etc.  But the proposed article #7, has got to be presented and voted on by the FMCA membership, not by a representative of the, or a group of the, membership!

We have a lot of lawyers as members and quite a few as ND's...we voted on this proposal in Mass.  it past.  Now it's up to the membership to determine, what happens next.

I'm not a lawyer.  Just a retired person for the past 31 years!  Personally my feelings is that your trying to read to much into this...we are a club with 72,000+/- members that enjoy traveling in a Motor Home and we are Family oriented.  " It's all about having fun"!

Carl      

[whiteeagle]

Understand the need to remove some language or modify words that may limit issues that need to be addressed in a changing environment.

I will likely vote for the article so the organization can move forward because I support FMCA ..... but I also believe as was clearly pointed out, the language as proposed is needlessly extensive to where members can only trust and hope that the organization stays focused on relevant issues and doesn't wander into political positions, sponsorship of dog sledding, or the millions of other wide open fields that the proposal language will now provide complete support and approval to do. Proposal is out there as written ... but the one clarification offered as an option would certainly have given all the requested approval without opening things up to any and all Ohio legal activities allowed regardless of organizational states purposes.

I would have preferred better language - IF by some reason, proposal doesn't get approved, I would think it could be  rewritten and resubmitted with that realization and predict it would be approved overwhelmingly with clear support for any and all relevant activities for organization.

[skiprd]

Well, as it turns out, there's a Q&A section on the main FMCA page, and the opening Q is the one I asked here. The principal driver for the expanded authority is the possibility of starting a sister organization for towables so as to make FMCA more attractive to Millennials. It would be a new corporation with a purpose unrelated to motorhomes. See here: http://www.fmca.com/index.php?option=com_content&view=article&id=3950.

Skip

[dickandlois]

The articles of incorporation are currently structured in a way that it now takes 3 years to make any changes. This change will allow the Governing Board to purpose a change or offer options that could be offered to the members and enacted in more timely manner. One needs to remember that the membership will have the final say by instructing there National Director or a duly authorized member of each chapter to vote for the majority of each chapter.

This Ballet is offered because the current structure of the Laws of Incorporation requires each coach owner a vote regarding any change to the article of Incorporation.

Rich.  

[manholt]

As I have stated...works for me!   I'm a member of Escapees, Alamo Ch. 11, I can go to any rally I want, but the Trailer members can not, they are limited to GS, Yet the Escapees is a FMCA & GS Chapter.  There are a lot of reasons why someone choose a Fifth wheel or pull behind over a Motor Home.  The once I know, have not to do with money, but convenience, they are ranchers, so they already have the big trucks and a fifth wheel is a perfect fit !

As long as it is a separate corp.  should be no problem!

Carl, National Director 

[jleamont]

Ken, nice to see you on here also .

I have read the link above and this post in its entirety. I agree that motorhome sales are on the decline while the other side of the RV lifestyle is on the increase, you see it everywhere you travel to now. I am ok with the new business venture. Times change, people change and I have always said, "business needs dictate". I would rather those folks step over here rather than sending money to GS.

Just my 2 cents.

[aztec7fan]

Just curious, how would the seperate corporation work?  Would there be a seperate organization with a different name (like Family RV Association)?  Seperate magazine, seperate rally's and conventions, or would there be some overlap?

Thanks,

Chris G.

F3508s

[pennyg]

Chris, this will be up to the Governing Board to decide.  I encourage you to contact your national area vice president.  In your case, that's Jack Mayberry, Rocky Mountain Area. You can email him at emayberry@fmca.com.  Of course, any change will have to wait until we have the results of the amendment to the Articles of Incorporation.