Unfortunately, the ACMOC Board of Directors has declined our offer

Unfortunately, the ACMOC Board of Directors has declined our offer of assistance through service on the Board and by volunteers on Committees.

As such, we plan to proceed with a vote about recall at the Meeting we have requested in Morton, Illinois this coming Saturday.

There will be two questions presented at the Meeting:

1. Vote on a proposal to recall the entire Board of Directors of the Antique Caterpillar Machinery Owners Club, yes or no.
2. In the event of a majority vote in the affirmative on the above matter, Vote on the proposed slate of replacement Directors of the Antique Caterpillar Machinery Owners Club, yes or no. The slate is listed below:
   1. Dave Wintermute.
   2. Jeff Huff.
   3. Kent Bates.
   4. Bruce Vinkler.
   5. Dan Wilhelm.
   6. Loma Berndsen.
   7. Bill Robertson.
   8. Jim Clack.
   9. Tom Stanesa.
3. In the event of a yes vote to item 1 and a no vote to item 2, the President of the Meeting will propose an alternate slate and a vote will be held on that alternate slate. This process will continue, with adjusted slates proposed until a majority yes vote is received on a slate.

In person votes will be recorded in the following manner:

1. A printed list of ACMOC Members will be provided on a table, including a line for each Member’s name, address and email address as on file with the Club. A series of boxes will be provided next to each Member’s information with places to mark an X or Check for “Yes” or “No”.
   1. When a vote is called, Members will line up and mark their votes. Members of our group will monitor the vote, and any interested Member is invited to observe.
   2. As each Member marks their vote, a member of our group will either identify the person by personal knowledge or the Member will be asked to show their identification to confirm that they are voting their Membership and their information matches that on file with the Club.
2. Those Members observing through YouTube, or those just interested in registering a vote can do so by responding to the below link.

VOTE HERE
Your unique code was provided to you in an email.

If you prefer to register your vote by email or telephone, you may email your vote to info@concernedmembersofacmoc.com. In order to be counted, the Member must provide their name, address and email address as on file with ACMOC. Email votes will be collected until 2:00 pm CST, November 19, 2022.

1. These Members may also vote by telephone by calling or texting to any of the following numbers: (661) 343-3691 or (612) 819-1265 or (312) 320-4328. In order to be counted, the Member must provide their name, address and email address as on file with ACMOC. Telephone votes will be collected until 2:00 pm CST, November 19, 2022.
2. Because the email and telephone votes are technically not allowed by the polices of the ACMOC Board of Directors, those votes will be tallied and counted separately from the in-person votes. We hope that, even though they are technically not legally allowed to be counted, we hope that the ACMOC Board of Directors will consider these votes together with the in-person votes in deciding how to proceed.

Thank you for your interest in and support of the Club. We hope that this meeting will allow us all to come together and begin working to grow the Club and move towards a stronger, larger and more interesting Club in the future.

Members of ACMOC:

Members of our group attended the Town Hall Meetings this past week, along with many of you. We listened.

We heard two primary messages:

From the Members: Respect for the efforts of both sides. A desire for our group and the current Board to unite for the good of the Club. A strong interest in and desire for the Club to continue to succeed and flourish.

From the Board: A request for help. They are all volunteers, they need help on the Board and by volunteers supporting the Board to accomplish the hard work and navigate the hard issues faced by the Club.

We want to help, on both counts. Dave Wintermute, on behalf of our group, sent the below email to John Gaunt and each current Board Member on Friday afternoon, November 11, 2022, U. S. Central Time.

We received the following reply from John Gaunt on November 11, 2022, CST within a couple of hours of sending the above:

We were concerned because the next scheduled Board Meeting is November 28th, which is after our meeting is planned. Because of that concern, we replied to John Gaunt and each Board Member the morning of November 12, 2022, CST as follows:

We know that the Board held at least two Special Meetings, one last week and one the week before. These Special Meetings considered and resulted in the declining of two proposed donations offered to the Club.

We understand from the information on the Club website, and from communications to some of our participants who are Chapter leaders, that the Board also recently held a Special Meeting on Monday, November 14, 2022, CST to appoint two new Board Members.

This same mechanism for holding a special meeting can be used to consider and pass a Resolution accepting or rejecting our offer or providing a counteroffer

Unfortunately, we have heard nothing further from the Board. We set the November 16th deadline in respect of the many Members planning to travel to Morton and attend our meeting. We felt that five days to consider this offer and provide an answer was more than adequate. That left us only a couple of days to publicize the answer and, hopefully, change the direction of our meeting

Since that deadline has now passed without a response from the Board, we have to assume that they have declined our offer and, unfortunately, must move forward with the vote to recall at the meeting November 19th.

Please plan to attend our meeting in Morton in person or through the YouTube live stream. Your voice is important to us and important to the future of the Club.

Please find below additional information about the meeting this Saturday, November 19^th in Morton, Illinois.

Lunch will be provided as well as an opportunity to spend most of the day enjoying Tom Stanesa’s interesting and varied collection, visiting with your fellow Caterpillar Club enthusiasts. There will be an opportunity to donate to ACMOC and there will be sales of Caterpillar related merchandise and other interesting memorabilia.

To help with planning and ensure that we have enough food, please notify us with how many people will be attending. You can send your notice to info@concernedmembersofacmoc.com or call or text to (661) 343-3691 or (612) 819-1265 or (312) 320-4328

A YouTube live stream of the meeting will be provided at the YouTube account Ed Con. The channel streams page can be found here. When the stream starts, it should be available on that channel page. Members unable to physically attend the meeting can watch and listen to the entire meeting through this live stream.

Those watching through YouTube who would like to submit a question or comment can do so by emailing to info@concernedmembersofacmoc.com or call or text their message to (661) 343-3691 or (612) 819-1265 or (312) 320-4328. When you submit a comment or question, please provide your name, address and email address as on file with the Club so that we can properly identify and attribute the comment or question.

This email address and those phone numbers will be monitored continuously during the meeting and we will make every effort to have your voice heard during the meeting.

We will have many fun activities and some interesting equipment to look at during the Meeting. You will also have an opportunity to meet and talk one on one with many significant collectors, Club Supporters and Members of our Concerned Group.

Our Response

Our ACMOC club has been around for over 30 years. We have developed lifelong friendships as a result of a shared interest in old Caterpillar iron. We have swapped countless stories of our past adventures, some of which are actually accurate. Some of these stories may have been embellished a bit, but all of them bring a smile to our faces. We have been blessed to be a part of this club over the years. All of us share a common goal: To see this club not only to just survive, but thrive. It is in that spirit that we offer the following thoughts and critiques about what is currently going on and what we would like to see in the future.

We want to offer a change in direction of the club which will become exciting, contagious, and most of all, attract and benefit the membership. Dave Wintermute called the current President before our original letter went out as a courtesy and for his information. Two phone calls and a voicemail went unanswered. He then sent the president an email advising him of the email that was going out to the existing board members and membership, the basic reason for the letter, along with a copy of the original recall letter. No reply was received or has been received to this email. Many of us have reached out numerous times to the board, our concerns and requests have not been acknowledged, replied to or were just simply ignored. For the times a conversation engaged, it was met with resistance and was dismissed. We were forced to take this path, please know it was not our first choice.

Our club membership is diverse and world-wide. By design. We embrace the diverse needs of each chapter. We believe there are approximately 400 international members and 1,750 US members. There are different needs for chapter organization based on the country. Some have had to become stand alone entities within their country, while US chapters were fortunate to come under the ACMOC fold and not have to shoulder the expense and burden of being independent. When we were notified about the changes for chapters - without input or notice - chapters were deciding to leave the club. The board would not stop and pause. Action had to be taken fast to save the club. So we did.

We appreciate that since our announcement, the current BOD has paused the chapter dis-affiliation, added a national show, etc. However, we do not feel their intentions are sustainable. There have been 5 resignations from the board over the past year and we have a very valuable voice leaving the board as his 3 year term is expiring at the end of this year. Therefore, we have lost faith in the current board and have presented a new slate of officers with experience, a plan of action, and proven ability and success. There have been a lot of ideas presented and plans created behind the scenes by our group so that when the Club moves forward in November, there is no wasted time getting the Club stable, successful and working together for the entire membership.

Bottom Line. We do not want the club to fold after two years and reducing by half our membership as was told to us during the Annual Meeting by the current treasurer and was the accepted plan of action by the board of directors. That is what the current board sees as our future. That is not what we see as the future of the club. Frankly, we were stunned during the Annual Meeting. No one spoke, as many of us were left not believing what we were hearing. Saturday were many meetings and discussions to drop chapter affiliation and ACMOC memberships. We know that is not the answer. This is why we came together and are all willing to serve again. We have lost faith and trust in the current board. Many are friends, and we hope to retain those friendships in the future.

Below are our reasons. We sincerely hope this helps you make your decision come November 19th. We would hope the current BOD chooses to become part of our solution. We have not been asked to speak with them, or be a part of the upcoming member calls. We will be there, just like everyone. We hope this time we find our voices and ask direct questions. Not out of meanness, but out of salvaging our club from of the path of closure they have chosen. We hope that we do not lose any members because of our actions, and if you have questions or concerns, please reach out to any of us. We do not call ourselves mad members of ACMOC, we are concerned members of ACMOC.

Our choice to do this in such an extreme way was to quickly get attention from the BOD and membership so that we may come together again and grow a better and stronger club. Not the dissolution of our club. Club Members should consider our initiative as a choice between two futures.

A robust, engaging, and active central Club with diverse revenue sources significant services and products or a small to non-existent central Club which relies solely on dues revenue and donations. We are all greatly saddened it has come to this.

We again all strongly sign our letter together.
Concerned Members of ACMOC

OUR WHY

Bylaws

We all have been proceeding on the assumption that this initiative was necessary and the only possible path forward. We expect to have a large turnout at the November 19th meeting and a significant majority at that meeting vote for our plan. We have studied, reviewed and sought legal advice regarding our bylaws. The document allows for the recall of the board and states how that should proceed. We have followed those requirements, provided notice and to our best knowledge have fulfilled everything necessary in accordance with our bylaws. The membership does have the right to recall the board. The board typically would be the group to send the notice. However, the sitting board would not accept our communications nor respond to us. Thus we sent the notice as members to the membership.

Chapters

The decision to require chapters to become their own entities was presented from inside the board, a discussion was held and a vote taken. It unanimously passed. There was no due diligence made to see if the reasons were founded and based from professional legal opinion. The current board admitted (during the Annual Meeting call) they knew it would be disruptive and chapters would leave as well as members. This entire decision to force unnecessary expense and work for chapters was made without thoughtful consideration, research and input. The BOD fully anticipated chapters would never incorporate and just leave.

Club Sustainability

There has been no thoughtful discussion on how to revise current direction of membership retention/growth when it was obvious the new approach was not working. Instead, the board focused on how to save money, rather than how to invest for long-term success. This includes refusing National Shows, liquidation of the store, dissolving the models and merchandise committee and voting to remove chapters. Sue Westwood, current treasurer, said during the Annual Meeting that the board estimated that the club would lose almost half of the membership from their chapter decision alone. That is 1,000 members. And they were comfortable with that outcome. She said that would then leave about 2 years worth of savings to use and then the club would fold. We do not feel comfortable leaving the club in hands of people that are willing to plan and allow for the club to fold. We still want a club and are willing to present volunteers who are more than ready, willing and able to serve and grow the club.

Cost of a Chapter

The cost of carrying a chapter whether international or state side includes buying the initial banner for the chapter and then every 3-4 years when that club has an event purchasing a $300 insurance rider. If the event is known at the first of the year, it's included into the policy and is only $25. We do not understand why the demise of chapters was necessary, as they are no significant expense to the club. There are 29 chapters, 21 US based chapters and 8 international chapters. International chapters already knew there would be additional business registration expenses when they formed. Why do we need to add the burden and expense to US chapters now? Carrying US chapters has minimal expense and international ones already are set up and carry the same minimal expense. We just do not see the why, nor heard a solid reason for this drastic action.

Caterpillar Licensure

We fought very hard to secure the license and affiliation with Caterpillar for branded merchandise. It was meant to ensure sustainability of the club long term. There are specific processes and rules to retain that license. Especially protocols. Sue Westwood broke form by reaching out improperly without notice to Caterpillar, circumventing the identified ACMOC point of contacts and already assigned that position of communication. The ACMOC team that is to communicate with Caterpillar now is Sue Westwood, John Gaunt, Glen Slocum and Mary Clark. We are not comfortable with two board members who are actively working toward closing our club to be on this very important committee directly with Caterpillar.

Caterpillar Branded Merchandise

Our ACMOC Trademark License Agreement is a critical privilege for the club. The agreement with Caterpillar TML is broader than just scale models, it covers everything that uses the Caterpillar brand (hats, shirts, thermometers, mugs, etc.). We are expected to develop and build scale models of Caterpillar equipment. The current board dissolved the committee tasked with developing these products. In 2025, Caterpillar has a large anniversary celebration and we would like to participate with significant model and merchandise offerings. We have known this for years – what an opportunity for us to sell them during the celebration. What is the models and merchandise committee telling Caterpillar currently about the progress on a model? They have cancelled the committee and have no plan to raise the funds needed or currently working with the manufacturers. This is unacceptable and puts our relationship with Caterpillar at jeopardy. Caterpillar understands we don’t produce models regularly, is not expecting a 2025 model and have issued licenses to other model manufacturers. We still have to pay minimum royalties. Once Caterpillar knows we have removed the committee, why would they keep our relationship? Fortunately, this concerned members group has deep ties and relationships with Caterpillar. Caterpillar is aware of this situation, and are waiting to see how the club responds and are willing to stay with us as we have shared our plans of financing and success with them. The current board is unaware of this until now.

Club Store

The online store does not lose money, but doesn't make a lot either. Because there has been no attention given to it. At our anniversary, special items were created and sold profitably. The plan was to engage with a 3rd party vendor who could provide printed and embroidered items as one-offs. The club would not need to purchase the items and carry inventory. The visitor would order the item, the manufacturer would fulfill the order and ship directly to the customer. The club would take a percentage of sales. Instead, board member Kurt Bangert instructed the fire sale of all non-acmoc items sold and liquidated. The July minutes have Kurt's report on the store. In it he suggested discounting the models by 70-80%. There are many ways the store can be more profitable for the club, and provide items members want. Non-ACMOC branded merchandise appeals to more than just ACMOC members, further funding the club.

Board Participation

If you follow the board minutes, you would notice that there is a new board member that has had significant attendance issues. Kurt Bangert is a newer member and joined the board this April– filling in one of the numerous resignation slots – he missed the April, May and July board meetings attended June and August. Out of the 5 meetings he has been a board member, he has attended 2 of them. We admire him now trying to put this together, he hasn’t been part of the problem. Mainly because he hasn’t been a member of the club or board member long enough or attended enough meetings yet.

Loma Berndsen and Bill Robertson connected with us right before our letter went out, remained on the Board and listened to all sides. They saw merits in our perspectives and attempted to carry their thoughts to the current Board. They were instead asked to resign. See their stories below.

Jim Heater, upon hearing about our letter from us, prior to it being released, provided us some very helpful and constructive feedback. We hope and believe he will agree to continue to serve on the Shows Committee to help with continuity for the Santa Margarita show, if our initiative were successful. He is a very valuable volunteer and club member.

Jan Meermans, upon hearing about our letter prior to its being released, also provided some very helpful and constructive feedback. We also hope and believe he would continue to serve on the Shows Committee along with continuing to serve on the Magazine Committee if our initiative were successful.

Board Minutes

There is a statement in the June 27th board meeting minutes regarding the finance committee that stated “We have not been able to enact the measures to replace income from the sale of models. As a result, ACMOC will likely fold next year without significant and immediate restructuring.”

Board Members

As we mentioned earlier, there have been 5 resignations from the board in the last year. There is a statement in the July ’22 Board meeting minutes by John Gaunt “It has become clear over the last few weeks that as a board of directors we do not have a shared vision or what our club should “look like” going forward.” There is much discord and unwillingness within the directors to work together for the betterment of the club. There has been harassment to sitting board members from current board members. Along with intense pressure to resign when it becomes known that director is not following the path of the others. And then along with their resignation, falsehoods are told to somehow discredit the resigning member. It is an honor to serve on the board of directors for ACMOC. Many hours are given selflessly by everyone. No one position is more important - all directors should be given respect and appreciation. It is a volunteer position that should be representative of all parts of the club. A diverse board is a healthy board. We are greatly saddened to hear how some of our very best who were willing to server were treated by other board members while serving.

Annual Meeting

We have read in the recent minutes that the board has decided not to have an annual meeting of members at the annual show/banquet. We think that is a mistake.

Budget Changes

In a proposed 2023 budget the administrative line was cut significantly. This indicates that our Administrative Coordinator’s salary and/or employment would be cut by approximately 50%. Mary Clark is a very valuable resource of ACMOC and once again this proposed action indicates the damaging cost cutting without any focus on increasing revenue to create a vibrating, exciting club that serves its members.

A FEW IDEAS

We would like to see a “lifetime” membership category for members who make a significant contribution(s) to the club. Many of us will be the first to donate $1200 to the club for such a membership. (20 times annual dues) We think we could find at least 100 people to do the same. This could bring over $100,000 into the club to jump start our next merchandise projects, whatever they may be.

ACMOC needs strong leadership and a number of strong committees (merchandise, finance, shows, Caterpillar collaboration, magazine, website, You-Tube, ...) In 2019, the board passed a resolution that the committee chair had to be a board member, effectively eliminating many great chairs and opportunity to gain experience to join the board. This is unnecessary. We should have "best talent, experience and leadership" as the primary criteria for committee "chairs". The "chairs", whether board members or not, can make their reports to the Board of Directors on an ongoing basis.

Regarding: Club Operations and Strategic Direction

The above mentioned individuals, most of whom are past Club Board Members, Officers and all of whom have been Volunteers helping to run the Club over the past twenty plus years, have become concerned about the strategic direction of the Club.

Our Club mission as adopted in March, 2007 is:

“ACMOC was established to assist and educate its members, and the general public, to appreciate the historic role of Caterpillar machinery in shaping the world. We promote the collection, preservation, restoration, display and study of products and memorabilia of Caterpillar and its related predecessors.”

The Club has pursued that Mission in many ways and using many avenues over its history. Those of us listed above have participated at various times in helping steer, evaluate and manage how we pursue that mission.

Several themes have been constant over time in our pursuit of that mission:

1. The Club has always produced some form of regular newsletter or magazine to communicate in writing to all Members.
2. The Club has always striven to create, stimulate, encourage and facilitate opportunities for face to face meetings of its Members.
3. Critical in this strategy are regular local, regional, national and worldwide meetings, shows and events which give Members the opportunity to communicate and participate together in preservation and enjoyment of machines and their history.
4. When the Club reached sufficient size, with Membership spread across diverse geographic areas, the Club encouraged formation of Chapters with local leadership.
5. The Club has for most of its life, produced and sold various items of merchandise including apparel, literature, parts, models and toys.
6. Early on, the Club became a licensee of Caterpillar, Inc. which opened up opportunities to produce licensed product and also sanctions our use of the Corporate name, trade dress and likenesses.
7. Each of the above strategies require money to execute. Dues are one source of funding to execute these strategies. Creative leaders can often find ways that some of these strategies can create additional funding to support other activities.

Those of us listed above have become concerned that the strategic direction of the Club has become disconnected with the Mission. While we support Club leadership and respect that different leadership groups have different styles and approaches, we find that the Club has evolved in a different direction than we had hoped it would.

Things we would like to see done differently include:

1. Magazine –

   The current strategy is to publish four issues per year. For most of its life, the Club published six per year.

   We think the more often the magazine is published, the better connection and better service to Members.

2. Meetings –

   The current Board is discussing elimination of the Annual National Show. Several recent shows have been cancelled and no recent Members’ Events or other opportunities for Members to meet face to face have been scheduled.

   We think that an Annual National or Worldwide Show, along with regular Members’ Events and other local Chapter activities are a critical service to our Members and integral to a healthy Club culture.

3. Chapters –

   The current Board is discussing a strategy of eliminating Chapters of the Club Corporation and causing all Chapters to be contract licensees. This removes from Chapters the benefits of Club insurance coverage and insulates Chapter leadership from Club management and guidance.

   We think that the maintenance of integrated Chapters, as part of the Club corporate structure, is the closest and best structure to ensure that Chapters remain vital, active and provide good service to our Members. A change to Contract status causes each Chapter to have to organize itself, provide its own governance and removes the ability for Club leadership to assist and guide the growth of the Chapters.

4. Merchandise –

   The current Board has deactivated the Models and Merchandise Committee. Few meetings of this Committee have been held over the past couple of years and recent discussions have been to discontinue carrying any inventory that isn’t ACMOC branded.

   We feel that carriage of a broad base of merchandise, including support of the various vendors and manufacturers who support our hobby, is an important service to our Members and to our Mission. The merchandise segment has historically been a strong supplier of positive cash flows, which has supported Club operations in other areas. We want to see the Merchandise area broadened and strengthened, not reduced.

This group has been patient as we have supported the current leadership in finding its way and trying alternate strategies to bring the Club to success. Unfortunately, the results we see are deteriorating Memberships and deteriorating financial well being.

We feel it is time for a new direction and new leadership.

Call for Meeting

We, as Members in Good Standing of the Club, call for a meeting for the purpose of recalling the Board of Directors. We request that the meeting be held on Saturday, November 19, 2022 at 1438 South Main Street in Morton, Illinois at 10:00 am.

Oregon Public Law Section 65.205 provides that electronic voting in Not for Profit Meetings is not allowed unless the Board of Directors has implemented measures to verify that a person participating electronically is a member and to ensure that a member may participate by remote communication in an effective manner. Because the Board of Directors of the Antique Caterpillar Machinery Owners Club has not established such measures and publicized them to the Membership, we cannot allow electronic voting.

The Agenda for the Meeting will be:

1. Attendance.
   1. Mary Clark, Club Administrator will take attendance, verifying Club Membership status of each attendee.
   2. At least eleven Club Members in Good Standing must be in physical attendance for a Quorum.
      1. If fewer than eleven Club Members in Good Standing are certified by Mary, the Meeting will be adjourned.
      2. If more than eleven Club Members in Good Standing are certified by Mary, the Meeting will continue.
2. Appointment of a President of the Meeting.
   1. Dave Wintermute is nominated as President of the Meeting.
   2. A vote to appoint Dave Wintermute as President of the Meeting will be held. An affirmative vote by at least 50% of the Club Members present and in Good Standing will be required to appoint.
3. Presentation of Concerns.
   1. Thirty minutes is set aside for those advocating Recall to present their case.
4. Rebuttal.
   1. Thirty minutes is set aside for those advocating against Recall to present their case.
5. Discussion.
   1. Thirty minutes is set aside for discussion by those present of the issues.
6. Vote.
   1. The President of the Meeting will take a vote of the Members physically present for or against the Recall of all Board Members. The President of the Meeting shall not cast a vote.
      1. Mary Clark will record and tally the vote, reporting the results to the President of the Meeting.
      2. If the majority of the Members physically present vote in the affirmative, all current Directors will be recalled.
      3. If the majority of the Members present vote in the negative, all current Directors will remain in office and the meeting will be adjourned.
      4. A tie vote will be broken by vote of the President of the Meeting.
   2. In the event of the Recall of the Directors, a vote to empanel a new Board will immediately be held.
   3. The President of the Meeting offers the following slate of new Board Members to the Members at the meeting:
      1. Director – Dave Wintermute
      2. Director – Jeff Huff
      3. Director – Kent Bates
      4. Director – Bruce Vinkler
      5. Director – Jim Clack
      6. Director – Erik Christenbury
      7. Director – Loma Berndsen
      8. Director – Bill Robertson
      9. Director – Tom Stanesa
   4. Mary Clark will record and tally the vote, reporting the results to the President of the Meeting.
   5. If the majority of the Members physically present vote in the affirmative, the above slate of Directors will begin service immediately.
   6. If the majority of the Members physically present vote in the negative, a new slate of Directors will be offered by the President of the Meeting and a new vote will be held.
   7. A tie vote will be broken by vote of the President of the Meeting.
7. Other business.
   1. The President of the Meeting will solicit any other business.
8. Adjournment.