A quorum being present, the 2004 Annual meeting of the Board of Directors of the Quarter Century Wireless Association was called to order by QCWA President John Johnston, W3BE, at 8:35 AM in room 200 of the Lord Elgin Hotel. The following additional Officers, Board Members and invited guests were present: Vice President Bob Roske, NØUF; Secretary Alan Pickering, KJ9N; Treasurer Frank Harris, WA4PAM; Past President Croft Taylor, VE3CT; General Manager Chuck Walbridge, K1IGD; Directors Tom Atkins, VE3CDM; Harold Chase, W1EES; Lew Gordon, K4VX; Leonard Nathanson, W8RC; Blanche Randles, W4GXZ; and Ed Yoder, W3YMB. Guests included Convention Chair George Roach, VE3BNO and 2005 Cruise Convention Chair Larry McCalvy. Absent were Directors Jerrel Jones W5TUU (due to health problems), and Ray Minichiello, W1BC, due to an unscheduled heart problem emergency.

The Board observed a moment of silence for all QCWA Silent Keys, including President Emeritus Leland Smith, W5KL; Immediate Past General Manager Jim Walsh, W7LVN; QCWA Journal Editor Gerry Wentz, KC4EHT; Gerry King, VE3GK, President of Chapter 70, and QCWA Founding Members Clarence Seid, W2KW; W.H. Kennedy, W2AS; Robert Baur, W9NN; Harold Wetterholm, W2BKY.

The Secretary distributed the Board Meeting Agenda as determined by President Johnston.

Mr. Roach asked that because of his commitment to attend a meeting of his local Chapter Convention Arrangements Committee, that his report on the 2004 convention be moved on the Agenda to immediately following lunch. His request was approved, and the Agenda was then adopted as amended.

The Minutes of the QCWA Board Meeting of October 16, 2003, in Addison Texas, as distributed to the Board by e-mail and subsequently posted on the QCWA web page were approved as prepared by then-Secretary Chuck Walbridge, along with a listing of Board actions taken by e-mail vote since September 1^st of 2003 by Secretary Pickering.

REPORTS FROM BOARD OFFICERS
PRESIDENT John Johnston, W3BE, described his activities since his elevation to the position of QCWA President on September 1, 2004. He included an enumeration of chapters and hamfests which he had visited since the last Board Meeting in Addison, TX. A number of matters of a transitional nature related to the resignation and subsequent death of former General Manager Jim Walsh and the selection of Chuck Walbridge as his successor were recounted, along with the move of QCWA Headquarters from Eugene, OR, to Framingham, MA, in early 2004. President Johnston indicated that his immediate primary emphasis as QCWA President would be directed toward the building of closer relationships between the Board and its Officers with local chapters and their officers.

Supplementing the President's report, Past President Taylor moved and Atkins seconded President Johnston's appointment of all standing committee volunteers to their respective committee memberships, including the addition of Earle Smith, VE6NM, to serve on the QCWA Nominating Committee along with Nominating Committee Chair Gary Harrison, WØBC, who was previously nominated and elected to that position via e-mail.

President Johnston reminded the Board of the Standards of Confidentiality which had long been both an operating and Board meeting principle, given the political climate surrounding much of the Amateur Service at all levels.

The report of the President was received and approved by the Board, after which General Manager Chuck Walbridge then awarded President Johnston his framed 50-year since licensure Certificate as provided in the Bylaws.

VICE PRESIDENT Bob Roske, NØUF, reported to the Board in regard to his numerous activities on behalf of the QCWA, including the work he has done as QCWA Webmaster and manager of the QCWA Internet Reflector. His report was received with appreciation for his web-related activities, helpful innovations and web additions as QCWA Webmaster. The Vice President's Report was received as presented.

SECRETARY Alan Pickering, KJ9N, reported on his activities and challenges in the conversion of data from MAC to PC format in making revisions to the current Director's Guide. He presented a listing of actions via e-mail that had been taken by the Board since the first of 2004, when he began acting as Board Secretary, and asked the Board to adapt to the delays he has encountered in getting properly prepared materials to both old and new Board members. The Secretary's report was received.

The Board agreed to break its deliberations for lunch at 11:30 A.M. with an agreement to reconvene at 12:30 P.M.

TREASURER Frank Harris, WA4PAM, reported to the Board with a brief history of his office and his emerging responsibilities vis-a-vis his relationship with our Western Pacific Investment Advisors. Treasurer Harris read the latest periodic report from Western Pacific in regard to the proceeds of the investments which Western Pacific are presently managing on behalf of QCWA, and presented his written report of funds changes as a consequence of the decisions which the Board made last year, all of them showing positive results in our Scholarship, Endowment, and Operating Funds balances. The Treasurer's Report was received with appreciation to all those who have contributed to our good financial position and the reporting thereof.

GENERAL MANAGER Chuck Walbridge, K1IGD, reported to the Board on the various challenges he has faced in making the office transition of the records and data formerly held in Eugene, OR, to their new location in Framingham, MA. Chuck described various legal matters that remain unsettled, including the matter of a Resident Agent outside of the State of New York, where the QCWA is incorporated. The issue of applicable Sales Tax liabilities and appropriate official reporting thereof to Massachusetts and other States where QCWA paraphernalia are sold at Hamfests was one such issue remaining unresolved. The Chapter Relations Committee, Harold Chase, W1EES, chair, was asked to pursue this matter given the aggressive efforts by some states to collect such Sales Taxes at Hamfests where QCWA "Care Packages" of hats, sew-on badges and such have been provided for sale. A number of other pending matters of a legal nature were noted in his report, attached to these Minutes.

On motion by Chase, second by Atkins, the Board affirmed and approved the creation of new QCWA Chapter 213 in Fresno, California as of February 4, 2004.

Following up action taken at last year's Board Meeting, the Board once again affirmed that the QCWA does not distribute its mailing list nor membership data to any other organization whatsoever, Amateur Radio-related or not.

Immediate Past-President Croft Taylor, VE3CT, accepted a presidential appointment to serve as the Vice Chair of the Publications Committee (of which Bob Roske, NØUF, is chair). The Committee has scheduled a brief meeting following the QCWA Forum meeting on Friday morning of this Convention.

General Manager Walbridge announced that the 2005 Board of Directors meeting was being planned for October 20, 2005, in or near Framingham, MA, approximately 30 days following the 2005 Convention Cruise. Those planning to fly to the 2005 meeting should terminate their flights at the Manchester, NH, airport, which is served by the usually-lower-cost SouthWest Airlines and which is more convenient than Boston's Logan Field.

The Report of the General Manager was received with appreciation for the work and investment of time by both him and his spouse in making the transition to Framingham and creating order out of chaos following the death of Jim Walsh and Gerry Wentz.

COMMITTEE REPORTS
EXTERNAL RELATIONS Committee Chair Len Nathanson, W8RC, reported to the Board that the work of his committee is scheduled to commence immediately following the 2004 convention. A major effort of this committee is to create incentives for qualified amateurs to join the QCWA, such as "discounts" for ARRL membership and/or the purchase of equipment from major manufacturers. The role of QCWA in national Amateur affairs and issues (such as BPL implementation) requiring a filing of responses to FCC and RAC, was discussed, but without action being taken. The Report of the External Relations Committee was received.

NEW CHAPTER RELATIONS Committee Chair Harold Chase, W1EES, presented his written report of actions taken by his committee in respect to Chapter-to-Chapter communications. His Committee is recommending that the Board approve some sort of special QCWA Chapter Officer Internet Reflector, restricted by our Webmaster to inter-chapter communications. Since member retention and the notification of annual renewal of membership remains an issue for many, it was proposed that this special Reflector could be used to improve membership retention, perhaps notification of renewal dates, etc. In the discussion that followed, the quality of meeting program presentations was determined to be a critical factor in maintaining attendance at Chapter meetings, as well as influencing member retention. Upon a motion by Chase, second by Taylor, and approved, the QCWA Webmaster was requested to create an Internet e-mail "Administration Reflector" restricted to chapter officers.

Further Board discussion ensued as to improving Board and Chapter communications. In addition to the restricted e-mail Reflector, on a motion by Chase, second by Taylor, the Board agreed to recommend that every local Chapter Secretary or designated officer of the Chapter have e-mail access to facilitate Board/Headquarters communications with local Chapters.

LUNCHEON followed.

Following the luncheon break, 2004 CONVENTION CHAIR George Roach, VE3BNO reported to the Board in respect to the scheduled events, Forum meetings, group meals and general arrangements for the 2004 convention, indicating that on the basis of preliminary estimates, the convention would end "in the black" as far as its finances were concerned. The Board expressed their appreciation to George for his leadership.

2005 CRUISE CONVENTION CHAIR Larry McCalvy, WA9JMO, described the plans he has implemented in respect to the 2005 Cruise Convention and the associated DX-pedition to nearby Fox Island. He called the Board's attention to the 2005 Cruise Convention website at www.qsltravels.org and asked all Board members to assist in publicizing this event.

FINANCE COMMITTEE Chair Jerrel Jones, W5TUU, being absent, Director Lew Gordon, K4VX, was appointed by the President to immediately take the position of Chair of the Finance Committee. Having been given no previous financial data with which to work, Mr. Gordon was unable to report to the Board at this time on past financial transactions. However, Treasurer Frank Harris, WA4PAM, reported that he and General Manager Chuck Walbridge, W1IGD, had been in correspondence in regard to a January to September 2004 budget, and a tentative budget for September 2004 through December of 2004. Unexpected costs associated with the relocation of the General Manager's office will be incorporated and reported at a later date. Meanwhile, the Treasurer and General Manager have agreed that the number of budget categories used in the past need to be reduced and various accounts consolidated thereby. As past data related to previous expenditures is recovered, both hope that a financial trends statement can be created and presented to the Board by early next year. A preliminary three-year projection of income and expenses should be available by the end of 2004, based on the figures now at hand.

OLD CHAPTER RELATIONS COMMITTEE: Chair George Roach, VE3BNO, reported to the Board in respect to his Annual Convention management efforts for 2003 and 2004, as well as the semi-annual QCWA QSO Parties of 2003 and 2004, and the weekly QCWA Net activities on 20-meters (SSB) and 40-meters (CW). Among several issues related to these events is the return to QCWA of the $1.000 advance payment made to the managers of the 2003 Convention in Addison, Texas. Return of this advance has been promised, but has not been forthcoming due to the amount being commingled with various investments under the control of Director Jerrel Jones. Repayment has been promised for early 2005.

The 2006 convention is under the direction of Ken Oelke, VE6AFO, President of QCWA Wild Rose Chapter 151 in Calgary, Alberta, Canada on September 29 through October 1, 2006, at the Port O'Call Hotel near to the Calgary International Airport. The Board of Directors will meet on Thursday the 28^th of September at the hotel, in advance of the convention.

Details in advance are available via www.qsl.net/ve6afo.

SCHOLARSHIP PROGRAM; The QCWA Scholarship program, previously under the direction of President Emeritus Leland Smith, has been transferred to his son, Leland "Buddy" Smith, Jr., W4YE. Files related to the program which were provided to Secretary Pickering have been sent to Buddy for his use. Plans to re-examine the entire program, and particularly the requirements and eligibility for scholarship awards, have been placed on hold for the time being, especially since the Foundation for Amateur Radio is struggling with its own continuation of the management of the scholarship programs it has managed in the past.

PUBLICATIONS COMMITTEE: With the death of our editor, Gerry Wentz, most of the work of this committee has necessarily fallen into the hands of our General Manager, K1IGD, and the new chair of the Publications Committee, Bob Roske, NØUF, along with Vice Chair Croft Taylor, VE3CT. Although the fall issue of the Journal will be delayed because of these changes, what material can be recovered will be printed in Melbourne, FL, before transferring the Spring Journal publishing operation to Framingham. Meanwhile, the Publications Committee will be examining their work agenda, including the importance of establishing of criteria for editorial work - particularly in respect to chapter reports - and report their conclusions in the form of a Hotline Report to every Chapter contact person (president/secretary, editor). The Publications Committee expects to make additional recommendations in respect to publications policies in the near future. The Report of the Publications Committee was received and approved.

ADMINISTRATION COMMITTEE: Chair Ed Yoder, W3YMB, reported that various Committee work assignments for 2004-2005 are being made, and possible up-dates in administrative procedures and amendments to the Bylaws are under consideration with this work slated for completion by the end of 2004. Ang the items under further consideration is the matter of elections and voting using electronic means for recording votes. Most proposals are not yet practical due to changes in ISP site programming which will be required. Furthermore, the potential problem of having an insufficient number of candidates to fill all of the position slots available could be a challenge. One unanswered question: Should ballots for office list every office when but one candidate qualifies for the position? After discussion the following motion was moved and approved: "Election of those candidates for those positions which are, in fact, contested positions, shall be by "written" ballots." Mr. Yoder indicated that he will be polling his committee regarding any further changes in the total number of members of the Board that are to be elected in future years. Another issue under discussion by the Administration Committee has to do with the make-up of the Nominating Committee, both eligibility to serve in this role and possible exclusions of present Officers and Directors for such service, for example. In this respect the following motion was made, seconded, and approved for distribution to the Board by the Administration Committee sometime in the next two weeks, for their decision via e-mail vote: "Hereinafter, the QCWA Board of Directors shall name and approve of its nominating Committee and appoint one of those selected as the Chair thereof.". The Report of the Administration Committee was approved as presented.

QCWA AWARDS: Randles moved and Atkins seconded a motion to award a QCWA Hall of Fame Award to Dave Bell, W6AQ, and to Bill Pasternak, WA6ITF, for their contributions to Amateur Radio through their use of the media (Movies and Newsline Reports) to promote Amateur Radio Communications and activities. Lew Gordon volunteered to get the certificates from the General Manager and present them to the awardees at the Visalia, CA, Dx Convention.

In the future, nominations for QCWA National Awards should be presented for initial action to the Chapter Relations Committee, who will pass on their recommendations to the full Board.

After discussion of the manner in which the Board went about its business, it was decided by consensus that the General Manager purchase and provide to each Board Member requesting same a copy of Zimmerman's "Rules of Order", a simplified version of Robert's Rules of Order, 10^th edition.

There being no further business before the Board, adjournment was declared at 4:05 P.M.