Thoughts on QCUSA...

[AUDIDUDI@delphi.com]

Late Tuesday afternoon, I spoke briefly with Susan Anderson (nee Crehan), a
director of the Quattro Club USA ("QCUSA") and the person listed on the
masthead of the Summer 1996 issue of the Quattro Quarterly as the contact
for information concerning the club's Bylaws and Charter.

I explained to her that I wasn't happy with the convoluted nominating
procedure the Board has adopted for determining who the candidates will be
in the upcoming election -- among other things, I believe it discriminates
against members who aren't part of the "Minnesota" clique and may not share
in the philosophy of the present Board -- and I wanted a copy of the Bylaws
so I could review them and determine whether the Board had acted properly
and within their authority in making such a unilateral decision.

She was very friendly and explained (somewhat apologetically) that she
couldn't talk with me for long because she had to leave shortly to attend a
QCUSA Board meeting.  She then graciously spent several minutes talking with
me anyway, explaining how and why the Board had decided to adopt this
particular format for nominating candidates and electing its directors and
officers as well as answering several general questions I had about how the
Board (and by extension, the club itself) operates.

For a start, she said overseeing a national club has been a new experience
for most of the Board and they've been learning as they go, especially with
regard to such matters as holding elections and making sure the club is in
compliance with all applicable state and federal laws.  In the past, she
said, QCUSA basically existed to organize open-track days at Brainerd for
Frank Beddor, his family and some of their quattro-driving friends.  She
said that because Beddor paid most of the bills, he also called most of the
shots, and the club was run as a "benevolent dictatorship" (my words, not
hers) under his leadership, evidence of which remains today.  NOTE: Her tone
when saying this was very matter-of-fact and I don't think she intended her
remarks to be perceived as nastily as they might seem when read here.

When he eventually relinquished control of the club (I assume this is about
the time it was restructured as a not-for-profit corporation under Minnesota
law), she said that while everyone who got involved was quite enthusiastic,
they didn't fully understand the extent of the obligations they had assumed,
legal or otherwise, nor did they understand the scope of what was involved
in overseeing the operation of a club of QCUSA's size and stature.

As an example, she cited the fact the Bylaws were never formally ratified by
the Board, an oversight that was only recently discovered.  When I expressed
surprise at this, she said it didn't really make any difference because the
Bylaws were never revised from the "boilerplate" version that was prepared
as part of the club's incorporation package and no one had ever bothered to
read them closely until recently.  (Perhaps recognizing her gaffe, she then
quickly explained that in situations such as this, the "default" Bylaws set
forth under Minnesota law govern the conduct of the corporation and its
Board, and claimed that all of its actions to date have been made consistent
with the requirements of these Bylaws.)

She went on to say that the Board believes the Bylaws should be revised to
accurately reflect the way the club operates and that two directors (whose
names I didn't catch) are in the process of drafting a revised version.  I
asked her to give me a specific example of what she meant and she said the
procedure for holding elections was a particularly good one, since the one
spelled out in the existing Bylaws is impractical for a club such as QCUSA
because its membership is so geographically widespread.  She said that the
procedure the Board approved was intended to address this shortcoming in a
timely manner so that elections could still be held in 1996.  (NOTE: while
she didn't explicitly say as much, I gathered from her comments that for one
reason or another, the club *HAS* to hold an election this year ... perhaps
this has something to do with Minnesota law and/or maintaining its status as
a not-for-profit corporation?)

When I asked her why the Board hadn't run these changes by the membership
for comment before adopting them, she said the Bylaws as they now exist --
it wasn't clear whether she meant the "unratified" or "default" Bylaws --
give the Board sole authority to modify them as necessary so this wasn't
necessary.  I also asked her if the Board planned to run the proposed
revisions to the Bylaws by the membership for comment once the proposal has
been finalized.  She said this hadn't been discussed as yet but was sure it
would be considered once they had a final version of the draft in hand.

Lastly, I asked her whether the procedure for nominating candidates for the
upcoming election was "set it stone" or subject to change based on input
from the membership.  She said so far as *THIS* election is concerned, it's
a done deal but she was also confident the Board would be willing to listen
if someone had a better idea about how future elections should be run.  She
said there would have to be limits, of course -- the Board isn't interested
in promoting anarchy, after all -- but they're definitely open-minded when
it comes to improve the way things are done.

She said that if I or any other members wished to share our thoughts on any
of these matters with the Board, we should write to them care of the club's
Executive Office and they will be duly noted and considered.  I thanked her
politely for her time and we hung up.

*  *  *  *  *  *  *

So, there you have it, folks; make of this what you will.  So far as I can
tell, the warning shot fired across the bow has clearly gotten the Board's
attention -- why else would they have suddenly taken an interest in Bylaws,
elections and financial disclosure after ignoring them for so long? -- but
I'm also sensing that a coverup of sorts is being perpetrated here.  There
seems to be something in the past they'd like swept under the carpet and I
personally would like to review the club's books and minutes of the Board's
meetings to see if I can figure out what it is.  Of course, the odds of my
ever getting the chance are probably pretty remote, "anarchist" that I am.

BTW, the "financial statement" that was published in the latest issue of QQ
doesn't provide any clues, either.  It's a complete and utter joke and only
serves to raise more questions than it answers... 

     _             _             
    / l       l o l  \       l o   Jeffrey Goggin
   /__l l l / l l l  l l l / l l   * * * * * * *
  /   l l_l \_l l l__/ l_l \_l l   AudiDudi@delphi.com