BOARD OF DIRECTORS MEETING MINUTES - Automotive Service ...

AUTOMOTIVE SERVICE ASSOCIATION ®
BOARD OF DIRECTORS MEETING
MINUTES
HILTON MARCO ISLAND BEACH RESORT
MARCO ISLAND, FLORIDA
September 20-21, 2002
DIRECTORS PRESENT
Dan F. Frohlich, AAM Chairman
Kevin Caldwell, AAM Chairman-Elect
Geralynn Kottschade, AAM Secretary/Treasurer
Jim C. Keller, AAM Immediate Past Chairman
Denny Kahler, AAM Affiliate Director and Fifth Member
of the Executive Committee
Walter F. Trapp President ("Ex Officio")
Rick Bigham, AAM General Director
Aaron Clements, AAM General Director
Earl Dohner, AAM General Director
Chris Dameron, AAM Collision Division Director
William L. Filley, AAM Mechanical Division Director
Dale Bright, AAM Affiliate Director
Charlie Elder, AAM Affiliate Director
STAFF AND ASSOCIATES PRESENT
Jo Ann Abramuk Administrative Assistant to the President
Bill Haas, AAM Vice President,
Divisions, Education and Training
Mark A. Hale Vice President, Finance
W. Howard Lewis, AAM Past Chairman and Advisor
Ron Pyle Executive Vice President
Robert L. Redding, Jr. Washington Representative
Ken Roberts Vice President, Communications
John Scully, AAM Vice President, Membership
With a quorum of directors present, the meeting was called to order by Chairman Dan Frohlich
at 2:00 p.m., Friday, September 20, 2002, at the Hilton Marco Island Beach Resort, Marco
Island, Florida. Notice of this regular meeting of the Board of Directors was given to all entitled
to receive notice.

Minutes of the Board of Directors Meeting
September 20-21, 2002
Page 2
Chairman Frohlich welcomed everyone and especially Ron Pyle who was attending his first
board meeting.
MOTIONS
1. That the minutes of the Board of Directors’ meetings of April 9, May 8, May 29, and
August 14, 2002, be approved as written.
By..........................……….. Charlie Elder
Seconded by.................…… Rick Bigham
ACTION....................…….. MOTION ADOPTED
2. That the actions, as printed in the Executive Committee minutes of the meetings of
June 21-22, 2002, and August 22, 2002, be ratified, those actions being:
June 21-22, 2002
i That the approval is given to pay the membership dues for 2002 for AIRC
(Association Internationale des Reparateurs en Carrosserie), and next year’s
membership is to be evaluated.
i That the approval is given to remove section 5.5.1 from the Policies and
Procedures, that policy being:
August 22, 2002
“Legal Counsel is to be present at Affiliate Assembly Meetings.”
i That the authorization is given to President Trapp to proceed with the sale of the
association’s vacant one-acre tract of land under the terms and conditions in the
letter of intent.
By..........................……….. Chris Dameron
Seconded by.................…… Earl Dohner
ACTION....................…….. MOTION ADOPTED

Minutes of the Board of Directors Meeting
September 20-21, 2002
Page 3
3. That the actions taken by the Executive Committee at its meeting of September 20, 2002,
be ratified, those actions being:
i Approval was given to make the necessary changes for the 401K program to
conform to the current IRS regulations.
i Approval was given to add Ron Pyle’s name as signatory to appropriate ASA
accounts, and after October 31, 2002, Walter Trapp’s name will be removed as an
authorized signatory.
By..........................……….. Charlie Elder
Seconded by.................…… Bill Filley
ACTION....................…….. MOTION ADOPTED
4. That the ASA budget for 2003 be accepted as presented.
By..........................……….. Bill Filley
Seconded by.................…… Aaron Clements
ACTION....................…….. MOTION ADOPTED
5. That the Policies and Procedures be changed to include voting by Internet communicaion.
[Policy and Procedures 6.1 would now read: “That the procedure of electing all directors
be conducted by electronic call-in votes and Internet communication.”]
By...............................…….. Charlie Elder
Seconded by................……. Chris Dameron
ACTION...................……... MOTION ADOPTED
6. That a letter is to be sent to ASE saying that ASA supports all testing and will support
within the ASA membership the Service Writer Test.
By................................……. Charlie Elder
Seconded by................……. Denny Kahler
ACTION....................…….. MOTION ADOPTED

Minutes of the Board of Directors Meeting
September 20-21, 2002
Page 4
7. That a policy be established stating that the association is in favor of capturing mercury
from automobiles and encourages the ASA affiliates to do the same (Vice President Bill
Haas is directed to draft the wording on this policy that was a request from the Affiliate
Assembly).
By................................……. Charlie Elder
Seconded by................……. Bill Filley
ACTION....................…….. MOTION ADOPTED
8. That the acceptance and support are given for the draft letter of September 20, 2002, to
The Honorable Byron Dorgan, Chairman of the Subcommittee on Consumer Affairs,
Foreign Commerce and Tourism, addressing the “commitments by automakers to provide
independent repairers the necessary service information and diagnostic tools to compete
and serve consumers.” (See addendum.)
By................................……. Charlie Elder
Seconded by................……. Bill Filley
ACTION....................…….. MOTION ADOPTED
9. That the Federal and state legislative objectives for 2003 be accepted as presented (see
addenda).
By................................……. Charlie Elder
Seconded by................……. Earl Dohner
ACTION....................…….. MOTION ADOPTED
10. That the 2003 AMI budget be approved as presented.
By................................……. Bill Filley
Seconded by................……. Rick Bigham
ACTION....................…….. MOTION ADOPTED

Minutes of the Board of Directors Meeting
September 20-21, 2002
Page 5
11. That the USB Worksite Marketing [health insurance] program be approved as a member
benefit (see addendum).
By................................……. Bill Filley
Seconded by................……. Kevin Caldwell
ACTION....................…….. MOTION ADOPTED
12. That the Policy and Procedure 4.1 be changed as recommended by the Mechanical
Operations Committee (see addendum):
Current Policy
The Automotive Service Association supports vehicle emission testing as a means of
improving air quality, promoting vehicle maintenance, and improving the safety of motor
vehicles traveling on the nation's roadways.
Approved Policy
The Automotive Service Association supports vehicle emission I/M as a means of
improving air quality and promoting vehicle maintenance.
By................................……. Bill Filley
Seconded by................……. Denny Kahler
ACTION....................…….. MOTION ADOPTED
13. That the Policy and Procedure 5.5.1 be removed [that policy being]:
Current policy to be deleted
Legal Counsel is to be present at Affiliate Assembly Meetings.
By................................……. Aaron Clements
Seconded by................……. Bill Filley
ACTION....................…….. MOTION ADOPTED

Minutes of the Board of Directors Meeting
September 20-21, 2002
Page 6
14 That the Policy and Procedure 6.12 be changed [that policy being]:
Current Policy
Pursuant to Article VII, Section 1. of the bylaws, only regular members in good standing
in the national association shall be eligible for a position on the Board of Directors,
whether through the election process or through an appointment.
Approved Policy
Pursuant to Article VII, Section 1. of the bylaws, only regular members in good standing
in the national association, who are the designated contacts for member shops, as
indicated on ASA membership records, shall be eligible for a position on the Board of
Directors, whether through the election process or through an appointment.
By................................……. Charlie Elder
Seconded by................……. Dale Bright
ACTION....................…….. MOTION ADOPTED
OTHER MATTERS
Year-to-Date Financial Report: Vice President of Finance Mark Hale gave a PowerPoint
presentation and emphasized that there has been positive growth in total revenues for the last 10
years, which is attributed to NACE. Net revenue over expenses for the same time period has
always been on a positive note for the bottom line. The years 1994 and 1997 were good years
with NACE in Las Vegas, but 1998 was also a good year with NACE in Dallas. The fund
balance (which would be “retained earnings” if the association were a for-profit business) almost
tripled over the last 10 years from $2.5 million to $7.26 million last year. The current ratio for
the last 10 years has also been positive (which is current assets divided by current liabilities),
meaning that the association is in good financial shape.
The reserve has grown from $600,000 in 1997 to $2.65 million in 2001. The operating cash
balance (checking account plus money market funds) is at $2.25 million in cash. By the end of
2003, the association should still have $400,000 in operating cash over and above the reserve
fund.

Minutes of the Board of Directors Meeting
September 20-21, 2002
Page 7
ADJOURNMENT
There being no further business to discuss, the meeting that began on Friday, September 20, with
a recess at 5:00 p.m., and reconvened on Saturday, September 21, at 8:00 a.m., adjourned at
11:35 a. m.
________
Geralynn Kottschade, AAM Walter F. Trapp
Secretary/Treasurer President