Voa q & a
As seen on the VOA website
Viper Club of Southern California
Viper Owners Association Responses to SoCal Questions
December 16, 2013
The following are answers to questions that the So Cal Viper club presented to the national VOA as part of their due diligence in determining which national Viper club they will affiliate with in 2014.
Maurice Liang – President Janni Cone - Secretary
Alex Ristanovic – Vice President Brad Homen - Treasurer
Q: How many VOA members to date?
A: Over 800 people have signed up through 12/15.
Q: How many are new members not from VCA?
There is no way to know for us to know this information since we do not have access to any VCA membership lists. We DO KNOW that many disenchanted members who had left the VCA previously, have now returned (and some are part of the core team).
What is the membership breakeven point?
A: We predicated budgets on 1800, but in an effort to reduce fixed costs, we can deal with less than that by having most of our spend variable. We also have had tremendous success with fundraisers so a smaller number is also feasible.
Q: How many members do you expect to have?
A: Our first year goal is 1800 members. However at this rate, we do anticipate we'll have that in Q1.
Q: How many regions have abandoned the VCA to affiliate with the VOA?
A: 30 have joined the VOA as charter regions. In addition, at least 2 more regions are finalizing their decision. 1 Region has left the VCA and anticipates joining VOA after the 1st year.
Q: How many members does this impact?
A: We don't have access to the entire active membership of the Viper community, but we'd estimate it's around 2500.
Q: How many regional presidents have vacated their posts and/or failed to renew their VCA memberships?
A: We don’t know and we don't ask. From what we have heard, most presidents are simply finishing up their year as a VCA club and will start fresh in Jan 1, 2014 as a VOA club so that VCA membership subscriptions aren't impacted.
Q: Which regions are affected?
A: All. It's simply a changing landscape and this will impact every region whether they join VOA or not. Our goal is to keep the local clubs together, so we reached out to the Presidents to help maintain continuity for the membership. We didn't want a competition for individual members, nor did we want to split regions. It's best for members to stay together within a region, and for that region to decide as a unit.
Q: What will the VOA club do to attract new members and persuade fence sitters?
A: We will do what we say. We've made good on all of our commitments and we've built a quality (and already thriving) club. We've been holding a series of conference calls with the Presidents so that they could build the foundation with us so that it's built the way people want and will agree with. We've disclosed information, even prior to being asked, we have gone above and beyond relative to real transparency. We've created much simpler bylaws which take power away from specific entities or provide ultimate authority to members. We've created a "mega board" that now includes ALL presidents in the club. This will ensure proper decision making, leave power with the people, and avoid any one person (or few people) from changing the club in a way that the rest don't want. We've made mistakes and admitted them, and asked for help and input correcting them. But in total, we've exceeded people's expectations for what was possible. And ultimately we will rebuild the relationship with the manufacturer and put in place some special things as part of that relationship. Moving forward, we will continue to operate in a cost effective and professional manner and build a national club culture grounded in positivity and involvement.
Q: Would the club consider a National Membership type of arrangements if SoCal decides to remain with the VCA? This would allow members to pay a fee to VOA to be a national member of VOA while remaining a member of SoCal and VCA?
A: We strongly feel that the heart of the club is with the regions, so we do encourage everyone join a region. However, as a new facet of the club, we do offer the ability to not affiliate with any region and simply belong to the national entity (however there is no discount for that).
Q: Why are members leaving VCA for VOA?
A: In short, a long list of issues over the last 6 years. However, this all culminated in a huge embarrassment when a series of simultaneous (rather public) events took place which gave people a glimpse into how the VCA operated and was the catalyst for people getting a glimpse of the issues that had been glossed over for a long time - the erosion of the relationship with the manufacturer, too much power concentrated into the hands of too few people, a complete lack of transparency, poor communication, but most significantly were the ways the membership was misled on important issues. So far, we're thrilled with the positive energy the members have and we're also working as a
team with a pretty darn flat "power structure" so we're letting smart people do things, report back, and have ownership. It's working pretty well, actually better than any of us could have anticipated.
Q: What are you doing to ensure this will not happen to VOA?
A: First of all, the mechanics of the club administration put a big safety net in place. No longer will a small group of people dictate how the club operates. It belongs to the membership. National is no longer a punitive segment of the organization, they are there to facilitate and serve. Walking the talk and fostering an environment where the BoD takes a position that they work FOR and answer TO the members will go a long way in ensuring transparency. So will having the Regional Presidents vote on a lot of issues - budget, membership, events, etc. Their involvement is like having 30+ sets of auditors review each important decision.
Q: Identify clear differences between VCA and VOA in the eyes of VOA.
A: We try not to promote the differences as it breeds bad blood, however there are many. And often because this is grass roots, it's not easy to communicate so we're glad you asked. Please read closely because many are very much different from how things are done with the VCA. We are not only fundamentally a different club, we also operate very differently.
• We have abolished the concept of a small national board. We have instead created a massive board consisting of regional participants (the presidents). This not only puts power in the hands of the people, but creates a flatter organization with fewer layers and bureaucracy. The VCA always said this wasn't possible - but it is - and it's awesome.
• We have gotten rid of the concepts of zones and zone directors. Those positions were ambiguous and often the officers did not do their function. Instead we created specific director positions for many, many topics and responsibilities so that it's clear who owns them and what they need to do. Also, these positions are not allowed to vote on board issues to avoid any conflicts of interest.
• We can operate entirely and solely on dues, advertising, and our membership fundraiser. We have no need for Chrysler subsidies, raffle car, or any outside entity (like VPA) to fund our efforts.
• We distribute regional subsidies on a monthly basis. Also, the dues the regions receive are for that month. The VCA disburses every 3 months and withheld regional dues from 4-9 months (It's published: dues received in Jan 2013 weren’t paid to regions until at least July 2013). Our method alleviates the cash flow burden put on the regions. VCA national delays regional disbursements because of cash flow burdens for funding national operations (this has been admitted in writing).
• Our bylaws were built from the bottom up. It took power away from the president and the national office. It eliminates much of the punitive action toward regions. The bylaws are MUCH simpler, meant as a foundation rather than a set of processes and ramifications. We removed many unneeded rules. We eliminated the legalese so that a common person can understand them. They were developed by a large group of people, they were critiqued by the new board/its membership, and there were specific issues voted on when needed.
• We hold communication and transparency as paramount to our mission. Our communication is exemplary. We have meetings as officers once a week, we have presidents meetings sometimes several times a month, we send announcements frequently, we participate in the
forums, we post our board minutes for all member to see, and we provide briefings on what is happening in the background - good or bad. And we've demonstrated it.
• We rarely censor our forums and have never banished anyone from our site. The VCA has moderated and/or suspended people from its forums in droves - many of those people are still suspended even though some have pushed to have their status reinstated. We created an open forum, one that doesn't easily censor topics or opinions. To date there are only a handful of times a post has even been pulled. The posts we do pull are those that are attacking or illegal. Outside of that, we allow folks to communicate openly and it's reflected in the attitudes of those on the forums - they are appreciative.
• We are inclusive and have demonstrated it. We do not maintain an inner circle. When we have a need, we ask for volunteers and pull in people from the outside. Our team used to build the new club is over 23 people in size with several players playing other small roles! The VCA had a very small circle of people, and it's demonstrated by their small group of officers and board members in existence with the VCA for the last 3 months and today.
• We leverage technology better. We have a virtual PBX system that connects many remote entities into one 800 number. Allowing you to call one number but yet reach any entity (including VOA HQ) with a single number. We also have a very diverse conference bridge (the VCA uses free confcall.com and there is little control and always has issues). Our bridge allows us to keep records of all participants, verify who is on the call, link names to phone #'s, we can mute, we can bump people, we can record calls, we can even do live voting via keypad. It's worked amazingly well. In addition, we have put in place a highly sophisticated website, nearly everything is database driven. This allows for easy day to day administration and also disallows any "special settings" from being used. We also have distribution lists we've created to help communicate with members, core team, and officers.
• Email retention and ownership is another clear fundamental difference. We funnel all of our emails to a common server and we all maintain driveviper.com email addresses (whereas VCA officials use their personal email accounts). This allows the club to control all information, including maintaining that information if an officer leaves. It's also far more professional.
• Our forum moderators are NOT anonymous. This has long been touted by the VCA as a necessity. We, however, have made our entire team of moderators known to all members.
• Officers cannot be forum moderators or make changes to the forums. An independent web committee serves to oversee all forums operations. This is to avoid the controversies of officers manipulating content and moderating members to serve their own needs.
• Our board and officer calls are properly booked in advance and agendas shared well in advance.
• Our magazine will be first class, not used as a political platform, and will be delivered on time.
• We WANT a relationship with our manufacturer and are willing to compromise to ensure that we have a strong relationship. The VCA has completely destroyed that. Any relationship they have is a business relationship, or one based on being civil. We are focused on a deep personal relationship, one like that which has existed many years ago. And the truth is, we already have a strong relationship with them.
• We are not affiliated with VPA (or any for-profit entity) to raise money for us. Period.
• We have the full support of all founders of the original club and almost all of them were involved daily in the building of the new club. That speaks volumes.
• We have no open positions in our club. All of our officer positions are filled (Pres, VP, Sec, Treas). We also have a complete board in addition to all of our filled director positions. We have over 40 people involved with immediate decisions with the club and no vacancies.
• We will have committees that organize VOI's. This has long been an issue with many of the last VOI's having little input from others.
• We are positive. Despite being attacked on several occasions in public and private emails, we have taken the high road and not responded. We have not emailed anything negative to our members and refrained from commenting VCA issues since the day we opened our doors. We have created a mission and culture, one based on positivity and power to the people and it's worked quite well. We do not rely on negative campaigns.
• We have no baggage, no past liabilities, no debt, and no current issues to resolve. It's sometimes easier to start fresh rather than simply hoping that all issues from the past will get resolved.
• Financially, we live within our means, we have a strict focus on overhead, and have built a budget we live by. In addition, we have a real CPA and financial manager to oversee all club finances.
• We move very quickly on all aspects of club business. We began building this club in mid-September and launched in mid-November.
• Lastly... we have demonstrated that we do what we say. We do not make promises and have people make decisions based on promises. We have accomplished more change in 6 weeks than the VCA has made all year (including the last 3 months under their new team). We aim to under promise and over deliver.
Q: What is the current bank balance of the VOA?
A: With current expenses paid, we have $30K cleared in the bank. In addition we also have $23K being released by our current credit processing company and $60K on hold with our old processor until Jan (due to our short credit history, they employ a "hold-back" for a time period).
Q: What physical financial proof will you provide us that the VOA IS solvent?
Brad is a CPA - he will be providing quarterly reports and can increase that to monthly at the push of a button. Additionally, we’ll have the Board (and remember that is all the Presidents plus the National Officers) vote on a budget. We can provide the budget when finalized, asking that you consider it a VOA confidential document at this time.
Q: Do members have access to year end taxes, profit/loss and balance sheets and other key financial information?
A: Brad will be providing quarterly reports to the Board. Annual P/L and other reports will be published in or with
Viper Quarterly magazine. As we move forward, we’ll see if we need to increase the frequency of both the reports themselves, or the amount of reports published. Because the Presidents are on the board, we’ll ask the members to work through the Presidents, since the Presidents are key decision makers and can explain and support the reports.
Q: Will you have audits of the national organization done and submitted to the membership on yearly basis?
A: Full blown audits are VERY costly. We believe that over-communicating and providing reports will be sufficient. Audits are usually reserved for 501(c)(3)'s (charities) who apply for grants. We are a
501 (c) (7) mutual benefit corporation. We think that having financial access and hundreds of savvy members looking things over will be enough.
Q: May we see your application/filing regarding the establishment of your 501(c) nonprofit status?
A: It has been filled out and is being sent to the IRS for 501 (c) (7) approval. May we ask why? There is some personal information on it regarding the officers - so we may have to redact things like addresses and social security numbers to guard against identity theft.
Q: What are the differences between the VOA and VCA Bylaws?
A: Answered earlier.
Who elects the officers and will there be term limits?
A: Currently there are term limits for the President only and he / she may run again after taking one term off. Elections are every 2 years, and the entire Board votes – National Officers and Presidents. Also, it is NOT a secret ballot – it is a roll call vote so members can see how their president voted. Recently, term limits for all positions were discussed and voted on. The Presidents felt that having a well documented election process was an effective way to limit terms and the motion to require term limits for all positions did not carry.
Q: Was the last VCA raffle done legally? Discuss.
A: We are not the VCA and not attorneys, therefore, we can't discuss this.
Q: Will VOA do raffles?
A: If they can be done legally (and there is no definitive answer on that at this time), perhaps. What we do know is that we don't need them to operate and don't plan any at this time.
Q: Doesn’t the organization need to be established for 5 years to comply with law?
A: Raffle law varies by state and sometimes by county - so it's impossible to make that blanket statement on legality.
Q: How will this be accomplished?
A: See above – we have not committed to any raffles.
Q: Will there be SRT support?
A: We do not want to disclose any discussions with SRT at this time due to the sensitive situation Chrysler was placed in with the past club and specific board members. We are speaking to SRT and they are supportive. We have some plans which are in motion for Q1, which will involve SRT and put in place formal support after the club is established (our actual start is 1/1/2014).
Q: Will this be the main source of club revenue?
A: No. In fact no reliance will be made on Chrysler/SRT subsidies. As described above, we have no reliance on outside entities.
Q: Will there be a financial arrangement between VOA and VPA?
A: There is no relationship between VOA and VPA and we are not pursuing one. Due to the controversy (and/or perceptions) surrounding VPA, it's not possible (nor do we want to) have any relationship with VPA.
Q: What benefits will VOA members realize from VPA?
A: See above.
Q: What happens to VPA and their assets if the VCA fails?
A: It's not for us to decide. It'll be up to the VCA BoD to determine that. In addition there are laws in place that govern how a non-profit corporation must distribute its assets then it ceases operations. Only time will tell relative to the course the VCA chooses.
Q: Who will administer the club?
A: Currently the National Officers and "core team" are doing a lot of the admin - including the secretary being more involved as well as the Treasurer. All team members have a role. Wilson Printing is handing phone support for memberships and mailings.
Q: How much will be paid and to whom?
A: We are paying an hourly rate to Wilson Printing to answer the phone and process membership issues. No term commitment at all, it was quite an amicable decision.
Who will publish the magazine?
A: Three entities. Maurice is the editor, given his professional experience and will donate all his time to the club for free. We are using an independent graphic designer for the design and layout. Lastly, Wilson Printing will print and mail the magazine.
Q: Cost and paid to whom?
A: The printing company has provided us with the printing and mailing estimate based on the anticipated number of members, which we’ve used for budget planning. The layout work will depend upon the actual time it takes. The first issue has begun taking shape as we collect and write articles. There are no paid positions as part of Viper Quarterly. Also – all advertising revenue goes to the club and not the editor.
Q: Was an RFP process used? If no, why not?
A: No, not initially. Because we needed to get the club up and running in as short a time as possible and deliver a level of service club members were used to, we chose to use vendors we knew
could do the job for a reasonable price. We did look at costs from 2 vendors for the club management services and feel we are getting a fair value. We also know what the VCA paid for its magazines and we can negotiate the same (if not better) terms. The VOA secretary has also already written business bidding rules and guidelines and has 18 years in Procurement experience. No long term contracts were signed, and we plan to do a formal RFP process once we have the club up and running.
Q: Will ANY members of the Board or Officers be paid by the club? If so, who and how much?
A: No. Period.
Q: Will any companies with which they are affiliated be paid? Who and how much?
A: None at the moment. However, there is no reason that a company with which an Officer or Director is "affiliated with" cannot provide a service to the club and be compensated. However, the potential conflict will have to be disclosed properly, and the Director / Officer will have to refrain from any voting or influencing of the decision to use this company. Also, the BoD can vote to not accept the conflict and remove the company from consideration. This is part of the COI policy which is completed and part of the bylaw package.
Q: What will be done to ensure transparency and avoid conflicts of interest?
A: Some of this is noted above, however, because the BoD is all the Presidents and voting will be required, there will be many eyes on any transaction and potential COI. Bids will be Board decisions and votes. Also, we will publish minutes of the meetings and that will be "public record" so to speak. To date - we've sent meeting notes and encouraged the Presidents to share with their members as appropriate (or as they wish / as the members care...) A clear Conflict of Interest policy, and a large Board of Directors will safeguard the interests of VOA.
Q: Did any officers or directors of VOA profit in any way from the VCA at any time in the past? Discuss.
A: We can't answer this for all the Directors as the Presidents are the Directors and we don’t know if they ever supported the club in a capacity that was transactional. None of the National Officers were paid suppliers to the VCA. Any of us may have been reimbursed under the travel and expense policy.
Q: Address the relationship between VOA and Chrysler/SRT and executives?
A: There is an excellent relationship between our leadership team and SRT. It is respectful both ways and we work from a basis of trust. Strong past relationships also exist which help foster a very close friendship and communication pattern.
Q: What does the future hold for the relationship?
Due to past events, we ourselves are impacted by the poor perception that Chrysler has with car clubs. For this reason, we are purposely maintaining a very formal method of rebuilding the relationship. Walking the walk and making the club one they can be proud of will go a long way in rebuilding. And we are already in process of discussing a nation-wide event with them this year... 9
Q: What if the executives leave or are replaced?
A: The relationships we have are pretty deep within Chrysler and SRT. We also have several folks who are used to dealing with a large corporate structure on our team, and that will benefit the club. Many of the original founders have successfully fostered relationships with Chrysler executives for two decades during multiple management changes. And much like any other club/business, life goes on. What's important is that the club is healthy first, good relationships happen as a byproduct of a healthy/mutually respectful and beneficial friendship.
Q: What is the status of the relationship they have with VCA?
A: We cannot answer on Chrysler’s or VCA’s behalf.
Q: What events are planned for 2014?
A: Event planning is in progress. Regional events will remain the life-blood of the club. On a national level, we plan to have sponsored events. As mentioned, one is in the works for 2014.
Q: Will there be a VOI. Where?
A: There is no plan to do a full-blown VOI. As mentioned above, a different type of event is being planned on a national scale, and it's directly tied to a renewed relationship with Chrysler.
Q: How will it be financed?
A: The event will be self funding - through entry fees and/or sponsorship. This is a basic tenet of how we plan to run the club.
Q: Discuss the possibility of reconciliation with the VCA or merger.
A: We've stated that we're open to talking - but it would need to be out in the open and formal. To date, there have been two strange communications that we've been approached with. 1) We've been approached by a BoD member who said he was not authorized to speak for the BoD but wished to discuss the "winding down" of VCA’s assets, and 2) A member who said the VCA talked about 'handing over the keys' to VOA during a BoD call he had attended.
Those are only news we've ever heard or received from the VCA. After hearing of this, the VOA issued a letter to all VCA board members and officers to make clear that any communications need to be open, formal, and with the expressed consent of their BoD. To date, for weeks, our letter has gone unanswered by any of the current BoD members.
Q: How can the goodwill built over the 20 years of the VCA be preserved?
A: Having all the founders of the VCA is simply a good way to help salvage some of the goodwill. As for how can the VCA preserve their goodwill, we cannot answer that. The most important piece
however, is the regions. They are the most important part of the club. They are what makes this a living entity.
Q: Why would remaining with the VCA be in the best interests of the members of the Viper Club of Southern California?
A: We can't answer what is in your best interests, only you can. We want to take the high road. What we can tell you is that keeping a region together is the important part. After that, selecting a national group to associate with is a matter of deciding which organization runs better. We do believe you should be a part of a national organization so you can get benefit of magazines, insurance, call centers, etc.. It also helps your region stay in the pipeline with other regions and of course our manufacturer. As we've done with all other regions around the world - we leave that decision to you. We hope that you join the vast majority of them and select the VOA as your national affiliation so that we can continue to build what is already the most comprehensive Viper club on the planet