The Governance Committee, made up of dedicated members of Skål International from around the world, worked well together for months and unanimously created the new Governance proposal. (Minutes of our last meeting and voting is attached). With the advice of Grand Thornton, International consulting firm located in 136 countries, the plan was crafted. Hours of reviewing past surveys, meeting minutes of the EC and ISC since 2011, legal documents and interviews went into crafting this project.

Governance Committee members:

Co Chairman:

·      Hulya Aslantas, Laison for Skål International Executive Board

·      Franz Heffeter, Austria

·      J. F. Cote, Canada

·      Holly Powers, USA

Committee Members:

·      Bernard Whewell, Australia

·      Fernando Azcona, Mexico

·      Johannes Jungwirth, Germany

·      Sanjay, Datta, India

·      Tito Livio Mongelli, Italy

·      Fiona Angelico, So. Africa

·      Heike Garcon-Suiheran, Thailand

·      Mustafa D. Yacin, Turkey

·      Tim Hemphill, USA

·      Mario Costa, Uruguay

It is important to remind those who are trying to defeat change that the committee was open to everyone to join. Skalleagues have talked change for years, but no one has come forward with a plan. Now a detailed, thoughtful plan has been put forward and nevertheless there is opposition. This is surprising as everyone has had the opportunity for maximum input.

Now is the time to share the work and responsibility to grow Skål with everyone.

Our task was to position Skål for the future, ensure fiscal responsibility, appeal to fairness for all members, not just a few, have a way to identify new talented leaders of the future, and, most importantly to ensure every region of the Skål World has a voice

For years there have been questions regarding the effectiveness of the International Skål Council (ISC). Up until the pandemic this body only met twice a year. In reviewing all the ISC minutes and joint EC and ISC minutes available since 2010, located on the Skål International website under documents, shows that attendance was poor, committees few and discussions the same, meeting after meeting. The minutes speak for themselves and are the words of the councilors. The cost for National/Area Committees to send a Councillor to meeting cannot be justified by the work that has been done. This was also confirmed in the survey conducted by Grant Thornton, who surveyed the members of the ISC, EC and Governance Committee.   In that survey a clear majority indicated that the current governance structure including the world of the ISC was both ineffective and need of revision.

This should underscore the mandate for change, as it is a survey of all Skål International top leadership.

The ISC is an advisory body only, has no authority to vote for final approval on any policy, and attendance shows a huge lack of participation at a high cost. The new plan provides for regional directors who will have final approval authority of Skål policies. It ensures that every part of the Skål world will be included in the decision-making. The plan also provides for a deputy system that ensures that the person who comes in second in the race for regional director will become a co-chair of a standing committee. More important the committees will be open to all those who show a desire to serve.

This is leadership from the bottom up. It is a tremendous way to identify new talent for leadership in Skål for the future. Even better there will be no cost associated with these committees as their meetings will be conducted via zoom.

Positive impacts:

·      Plan brings all Skål Countries and Continents together like never before

·      Better governing structure and focus on activities to support Skalleagues, their businesses and the industry.

·      More Skalleagues in leadership positions on the international level will generate more global business opportunities

·      Talented new leaders will be given an opportunity to participate in Skål Governance

·      Global governance will provide better fiscal oversight and management of resources

·      New Governance provides the quality and quantity for meaningful industry presence needed to grow Skål.

·      Excite Skalleagues worldwide by engaging membership in projects, programs, and Governance of the organization.

·      Everyone has a chance to participate in leadership

We all know there is never a good time for change and no plan is perfect but doing nothing is not an option. This is a comprehensive plan that has had must investigation and research behind it. It is a great start for the future. Changes will be expected and should evolve every few years, but we need to start now with this well thought out and professionally assessed proposal.

Please show your commitment to a rejuvenated and stronger Skål by casting your vote YES for this proposal and be part of our new future for Skål.

held virtually via Zoom, 9^th of May 2022

Interim Vise President Skål International Hulya Aslantas,

Co-Chairman Franz Heffeter, Holly Powers and Jean-François Côté

Sanjay Datta, Tito Livio Mongelli, Heike Garçon Suiheran, Mario Costa, Johannes Jungwirth, Bernard Whewell, Fernando Azcona Lizarraga, Mustafa D. Yalcin, Fiona Angelico, Tim Hemphil,

none

Co-Chairman Holly Powers opened the meeting and welcome all the participant. She continues by mentioned that this is our last and final meeting, she is asking Interim Vise President Skål International Hulya Aslantas to take over running this meeting so the group can get to some consensus and results.

Interim Vise President Skål International Hulya Aslantas agreed to take the lead and start by thank everybody for the time and contribution, ideas and input. She special thanks Co-Chairman Holly Powers as she was the point where all the information got collected and revise to get all the ideas together. She also thanks Skålleague Heike Garçon Suiheran for the very UpToDate and to the points minutes, which helped every.

This group has a very important task and had to do the work from one year within 2-3 months. This committee had discussed serval things in details and there are a lot of consensus points already. All the group agreed

o  Skål needs change – Interim Vise President Skål International Hulya Aslantas ask for any objections? None came up

o  That it is high time, Skål is losing membership and we must stop this, all agreed on this point

o  Also agreed was that areas must be created to get a wider representation; the group just must agree on the particular regions

o  Committees should be in place and functional

o  Bottom up approach was agreed from the beginning

Interim Vise President Skål International Hulya Aslantas continue that Co-Chairman Holly Powers tried to put all agreed point into one document (further called outline) but maybe some points are missing. She mentioned that Co-Chairman Franz Heffeter request that we must go over two documents which will makes the whole process more complicated as Co-Chairman Holly Powers tried to add all the requests from the European paper (further called European document) into the outline. She successes that the group is going over the final outline prepared by Co-Chairman Holly Powers point for point and if Co-Chairman Franz Heffeter Skålleague, Tito Livio Mongelli or anybody else has any objection the group can discuss, add, modify and vote on them. Both papers are similar, and we must make sure we are not getting lost in detail.  Interim Vise President Skål International Hulya Aslantas asked the group if this would be okay, all members agreed but Co-Chairman Franz Heffeter reject and recommend as there are two documents to go first over the outline prepared by Co-Chairman Holly Powers and then in a second step to over the European proposal.

Skålleague Fiona Angelico jumped in and mentioned that we do this on every meeting and the group is going in circle round and round again without any outcome. There are two documents and she believe we must rise our hands if we go with two or with one.

Skålleague Mario Costa replied that we know the ideas from him as discussed before. He does not agree with both documents, he believe we do not have the right regions, he believes we must split the world in cultural region and not by member numbers. He recommends that all regions should set up by themselves and decide how they like to be represented in the executive board.

Skålleague Heike Garçon Suiheran thanks everybody for liking the minutes. Since everybody in the group are reading them, everybody can see everybody opinion is mentioned, everybody had the opportunity to ready all the emails with proposals ideas etc, it is now the time to put all the information together and not start repeating everybody’s personal opinion or ideas. She proposed to follow Interim Vise President Skål International Hulya Aslantas advice to go over the outline from Co-Chairman Holly Powers point by point and discuss as their come.

Interim Vise President Skål International Hulya Aslantas agreed and ask Co-Chairman Franz Heffeter and Skålleague Tito Livio Mongelli to keep the European Document open side by side so we can see on which point we must find consensus.

Co-Chairman Franz Heffeter agreed and repeat that everybody should keep the European document on the side as well. He is agreed with Skålleague Mario Costa that the district must decide how they like to be arranged and cooperate with.

Skålleague Sanjay Datta is disagreeing and a very strong objection with Co-Chairman Franz Heffeter, as today we have a European document tomorrow, we have a Mexican, India etc document. We must find consensus for the whole world and not based on one continent wishes. We must create a document which is good for Skål. He recommends moving on and look what is good for Skål International. The group should investigate only one document and not in a European, US, Indian etc document. Skålleague Fernando Azcona Lizarraga agreed only one document to be agree one and the European Document is only the idea from Co-Chairman Franz Heffeter and Skålleague Tito Livio Mongelli and not from whole Europe and it is defensive and not fair to this committee.

Interim Vise President Skål International Hulya Aslantas agreed and recommend starting go over the outline point by point. She is asking if the group should go first over the regions before we go over the outline. Co-Chairman Holly Powers agreed.

Skålleague Bernard Whewell agreed to start with the regions. It is important to find out first how we break up the areas either divide by members, by numbers, by club etc . He recommends having a threshold, for example that an area with 750 – 1000 members can become a district and a seat. Having these thresholds also can help to put districts together. He believes if Europe like to combine their 3 district into one big mess that they have to deal with it, even if some of the European country do not like to be in this pool, this can be happen with all district.

The general discussion started and Interim Vise President Skål International Hulya Aslantas mentioned that numbers in the document are within + / - 1000 member areas and acknowledge culture areas. She recommends if there is a number for example a country has 1.000 members means they get a seat. This can accourage countries to increase their membership.

Co-Chairman Holly Powers presented the numbers of members each district and explained why these countries join a district. Co-Chairman Jean-François Côté added to look more in the 2019 member numbers as these are more the potential of members a country can have and not during the Covid situation. Everybody believes that the numbers will go up again within the next few years. Co-Chairman Holly Powers pointed out on district 4 to reply to Skålleague Mario Costa request of culture part. She also pointed out that the 3 districts of Europe have been put together from the first president of Europe and the past world president. She also replies to the question when these numbers came together in 2021 from the two “governance committee - groups”.

Skålleague Mario Costa repeated his idea to have only two American district, North America and Latin America only because of the language situation. Mexico would have to decide to which part of America they like to belong.

During the discussion about the districts Skålleague Tito Livio Mongelli remind everybody of his own opinions which he explained in past meetings as well as in many emails in details already. In reference to the regions discussion he replied his recommendation to go by continent and subcontinent.

Because Skålleague Tito Livio Mongelli is repeated mentioned that the outline is top down approach and not bottom up Interim Vise President Skål International Hulya Aslantas is asking him what exactly he means as the whole document is bottom up. Skålleague Tito Livio Mongelli mentioned there are a lot of examples, the 12 board members are nominated the committee members. A few members of the group explained that this is not the case, the candidates for the director seats in each district will get the offer to take a Co-Chair in one of the committees, and the rest of the members will come from the membership directly

Co-Chairman Franz Heffeter added that the European board has discussed and decided that Europe must be one district and with 3 director seats. They do not want to split in two regions again and he agree with Skålleague Mario Costa to let the countries decide. He also added that the threshold of 750 – 1000 mentioned by Skålleague Bernard Whewell is a great idea but the European board recommend putting it down to 500. He pushes the point that Europe like to stay as one district and the group should be all the other decide by themselves.

Co-Chairman Jean-François Côté added if Europe like to take its 3 district and merge to one organizational object, they can do this, but we must move on. Skålleague Fernando Azcona Lizarraga agreed and recommend asking the areas, regions in cooperation with Co-Chairman Franz Heffeter with who they like to cooperator so we could have an answer within one week.

Interim Vise President Skål International Hulya Aslantas acknowledge following motion made by Skålleague Tim Hemphill to approve the Districts as presented.  Second by Skålleague Heike Garçon Suiheran and replied that this document is not static and will be change over the next year and looking over this document. Co-Chairman Holly Powers amend the proposal that we vote on this plan as shown with the exception that Europe will realign their 3 districts and decide where these 3 directors are come from.

Skålleague Fiona Angelico interact by impress her disappointment that is all only about Europe, Europe, Europe, we must come to an end, it is not about Europe it is about Skål International.

Skålleague Bernard Whewell was wondering how the group can give Europe such an option and not to the others.

Co-Chairman Jean-François Côté repeat that we should leave this document as it is and if Europe like to rearrange their district let them do. If we put Europe as one district with 3 seats the document will not work. The regions must vote within their regions, meaning in that case that there would be maybe 3 Italian representative which means other region will not have an opportunity to vote for their director candidate. So, the whole idea of the document is not working. Co-Chairman Holly Powers agrees as she repeats that Co-Chairman Franz Heffeter mentioned that is the proposal from the European board, but what are the Clubs thinking about this? Are they being all in line with this? Co-Chairman Franz Heffeter added that there have a European Boards which represents many countries, but they integrate all of them and the member of the boards are also nominated and elected by the clubs, so we have the democratic process. This works which is showing already by the members of the board. All clubs will nominate a director and all clubs will vote of them. He also confirmed that the document presented is okay with the note of the exception that will be on committee with 3 seats as requested by Skal Europe, which he wanted to add on the bottom of the document

After all the discussion the group voted unanimously on the motion of this excel sheet with the 12 districts and the notes below.

Before continuing to the main Governance Committee Proposal (further called proposal) Co-Chairman Jean-François Côté clarify that the Statues committee is writing the law not making them, this is the job of this governance committee. Everything what this group is agreed here is what is going to the Executive Board as the Governance structure and after approval the proposal is going to the Statutes committee to put it in legal words and not to change it.

Co-Chairman Holly Powers open the draft proposal and clarify that the group must arrange and discuss the executive level and not the area, national or Clubs in any way. The process which was follow was to go over each paragraph and make sure the hole team is agree.

The result of the following discussion is documented in the attached document; Governance Committee Proposal 2022 – prepared by Governance committee members 5/9/22.

Skålleague Tito Livio Mongelli repeated the European Board Document regarding the two government bodies (EC and ISC) Co-Chairman Holly Powers informed that the majority of this group are not agree with this and ask to continue. Interim Vise President Skål International Hulya Aslantas confirmed and mentioned that since the areas / regions are in the board this would be as if the Councilors are merge into the Execute board. Skålleague Bernard Whewell agreed. Interim Vise President Skål International Hulya Aslantas ask if anybody has any objecting? No objection.

The next discussion point was if we need a Financial Director and after discussion regarding how to identify him/her and how and who is election them the group agreed on:

·      Yes, a financial director is needed to be the reporting and controlling instrument of the organization

·      The director will be elected and nominated by the execute board and it is their responsibility to find the most qualify person within their group.

·      The Financial Director will have the support through the standing committee financial and Yolanda from the Head office

·      Plus, the Auditor

Within this team the organization will have a good basic of controlling the finance of the organization.

The other discussion point was to be agree on the president and 1^st vice president position. Skålleague Mario Costa recommend to just rotate the position of President and vice President, so no election is not needed. The group not agreed and stay with the President and 1^st Vice President as mentioned in the proposal.

Skålleague Tito Livio Mongelli added that the European board succession to have a 2^nd Vice president in case the

1^st president is not able to climb up to President. Also, the Vice President must be elected by all the clubs within the members of the board. He board can give recommendation. Interim Vise President Skål International Hulya Aslantas agrees that we need something like a 2^nd Vice President in case something happen to the 1^st one. The group agreed on a Deputy Vice President and this person will only climb up automatically in case the 1^st is unable to fulfill their job. The Deputy VP is becoming automatically the president when elevated to the 1^st Vice Presidente but will be reelected (meaning get into the pool with all the other candidates) in case the 1^st Vise President will elevated to the President.

Skålleague Tito Livio Mongelli also like to adjust that the board not only nominate 2 board members for the VP position, he like to keep it open for any director to come forward to become VP. Interim Vise President Skål International Hulya Aslantas worried about the election system that we have ballet votes again, which we could continue like in the past. Nobody from the group replied on this option so no further action decision was taking from the group.

Co-Chairman Franz Heffeter is asking about the position of the CEO / Managing Director as a voting / nonvoting member on the board? Co-Chairman Holly Powers mentioned that it will determine if Skål International will have a CEO or a Managing Director or Secretariat General. If Skål International will have or have not a CEO, is also not clear if this is in the task of this group. Co-Chairman Franz Heffeter prefer to make it more clear on one hand the membership structure with the president and the other hand the administration part. Co-Chairman Holly Powers agreed, and they should not be a member of the board but can be called in when needed.

After the position of the boards are cleared, confirmed and approved Co-Chairman Holly Powers continue with the proposal point: Executive Board of Directors will be elected from determined districts. All members of the group are agreed and confirmed.

Skålleague Sanjay Datta just added and clarify that members if they wish to become directors must send the nominate via his/her club, national and area committee. Co-Chairman Holly Powers agreed this will make sure that members can not just send in their nomination. Co-Chairman Franz Heffeter added that this would be enough minimum criteria as the district areas know their people and will make sure to nominate the right person.

Skålleague Tito Livio Mongelli observe that these directors are not allowed to hold any other position in the organization. In his opining it would be better to say not to hold position such as president, VP, treasure or secretary but to be on the board on your club or national is linking you to the base. Co-Chairman Holly Powers replied that even at the current statues and by-laws directors are not allowed to hold any other position in the organization. Skålleague Fernando Azcona Lizarraga agreed and this is also covered that their will be no more delegation allowed. Co-Chairman Jean-François Côté added that this is an interesting point as when he is the director for his district for example Mexico he would report to this national board? In this case we would be a kind of a member of the national board. This is also usual the way, that the director is reporting to its national board, so in this case he/she is a member of this national board. But this is also not really having two positions. The member of the group agreed that the director of a district will be also a member of its national board.

Co-Chairman Holly Powers start to go over the topic: The Election process. Skålleague Heike Garçon Suiheran asked to the point: Every Country president will cast his countries one vote for director. The question what happen with countries which do not have a Country President. A country with only two clubs for example. Skålleague Fiona Angelico added that we must clarify that there is a different in country and continents and agreed what happen to the clubs without country president. The election is a very important part in the life of all clubs they and we cannot take this away from the Club presidents. She strongly supports that each club has a vote as we had it before. Skålleague Bernard Whewell agreed it must be the clubs vote. The group agreed to keep the election scenario each club has a vote and clubs with 66 and more members get a second vote.

Co-Chairman Franz Heffeter asked if it is necessary that Skål International organized the election in each district, as he thinks it is a lot of work. Everybody in the group agrees it is necessary to keep consistency and keep this to Skål International and not to the district.

Points on the proposal on this topic got adjust and point such as listed below got deleted as there is no need for them:

·      Skål International will develop structure for each district so all countries, large and small, will have a voice

·      No candidates can run for any International elected office if they have received or contracted to receive financial gains from either Skål International, Skål International World Congress or a contracted supplier of Skål International.

Interim Vise President Skål International Hulya Aslantas acknowledge that Skålleague Mario Costa and Skålleague Johannes Jungwirth had to leave and ask them, if they are agreeing with the outlines as they are presented so fare?

·      Skålleague Mario Costa confirmed with yes and mentioned he trust the group to find the best way for Skål International

·      Skålleague Johannes Jungwirth left the meeting before he was able to reply to this question

Skålleague Mario Costa asked before he left the meeting regarding a Spanish translation. Interim Vise President Skål International Hulya Aslantas recommend waiting until the document is final and the executive committee approved and call an extra ordinary meeting than all these papers will be translated into Spanish for all the members. She believes it is too early to start discussing it.

Co-Chairman Franz Heffeter asked Skålleague Mario Costa before he is leaving as the Skål Europe is asking to reduce the numbers of the committees if he would be okay with this. Skålleague Mario Costa replied he would be okay with this.

Co-Chairman Holly Powers continue with the outline to the next point: International Elections. She read point to point and asked the group at the point of 1^st Vice President cannot represent a district that has had a Skål President in the past 3 years and asked the team if they are okay with this.

Before anybody can reply, Skålleague Tito Livio Mongelli asked to add to the Election process paragraph point 4: every club president will cast his clubs vote for director, 1^st Vise President, Auditor and Membres of Honneur. Clubs with 66 or more members will have a second vote. The group agreed on this point.

Interim Vise President Skål International Hulya Aslantas recognized at Skålleague Fiona Angelico left the meeting.

The meeting continues with Co-Chairman Holly Powers get to the next point Transition year. Co-Chairman Franz Heffeter is asking if it is necessary to have the existing board members already fixed in the new board because if they did a good job, they will be reelected by their regions. Co-Chairman Holly Powers added that they are already elected for their terms as directors. By the time of the election before the World congress only the three directors can be nominated to become vise President as we do not know who the next board will be. The one person of the board which would get off the board, as she was not elected would be director Marja Eela Kaskiner. In case of consistency she recommends keeping some people on the board who have served, and we are only talking about 1 year.

Skålleague Bernard Whewell added that also Vice President, Juan Steta is also not elected as President only as Vise President, where he sees a complication and recommend putting all these people in the system just as directors for their district. And let the process go from there. Co-Chairman Jean-François Côté replied that this is a transmission year and there is no perfect solution, but it would be a disaster if we vote completely new people into the board. It is not a perfect way to go up, but it would be peaceful transition.

Skålleague Bernard Whewell suggest that the all members of the board stay as director on the board and from the membership vote for the 1^st Vise President. Interim Vise President Skål International Hulya Aslantas asked in this case who would become the president? Skålleague Bernard Whewell clarify that all the members (VP and the 3 director) of this year boards will represent their district and from them the new VP as well as President will be voted in. Co-Chairman Holly Powers is disagreeing and pointed out the consistency needs to be established. Skålleague Bernard Whewell believes that Vice President, Juan Steta must be elected (even he is the only candidate) to be the new president and not just step automatically. Co-Chairman Jean-François Côté informed the group that the EC did a modification on the By-Laws that the yes/no votes is taking out of the by-law, meaning that even if we stay with the old governance Vice President, Juan Steta will be the next Skål International World President.

Co-Chairman Holly Powers recommend leaving these people as it is and elect from these 3 directors the new 1^st VP. Skålleague Tito Livio Mongelli mentioned that this is a very delicate subject as we are talking about people, we all know. He believes it is not a good way to put this existing board (VP and the 3 directors) into position which holds VP and President seat until 2024. He recommends (his proposal) to just vote for the 2^nd VP and a few months later vote for the President, this is not perfect but a kind of democracies. For the president for 2023 via by-law is to elect the second VP for the 2024 in his opinion we have all the time to renovate the new organization and the person in charge will come from the new elected board. Skålleague Bernard Whewell agreed with Skålleague Tito Livio Mongelli to elect now only the 2^nd VP. Skålleague Tito Livio Mongelli also added that if there are no candidates available for this year, we can ask the district for candidates. Interim Vise President Skål International Hulya Aslantas disagree that we can not just take people from outside without the board. A general discussion started between these parties but and confirmed their opinion as mentioned before.

Skålleague Heike Garçon Suiheran asking for a clarification that by running the transition this way, meaning that if a new director is elected for any of the district, this person will have the opportunity to become the VP just 2-4 months later? She believes this is not right and every new VP should serve on the board at least of one full term. Interim Vise President Skål International Hulya Aslantas agreed with Skålleague Heike Garçon Suiheran. She like to add on the document that the 1^st VP should serve at least one term as director. Co-Chairman Holly Powers reminds the group that there are already 3 persons (Annette Cardenas, Marja Eela Kaskiner and        Denise Scrafton) elected to be nominated as the next Vise President, taking this away will creates another problem. These candidates are all been presidents, been on the ISC for years, even President of the ISC before so why creating problem and extra work as they are in the pipeline already.

Co-Chairman Holly Powers is asking for a vote and made a proposal that those people who a due their terms and due elected by membership worldwide remain director with Vice President, Juan Steta resuming to the President seat because it will be happen even we do not agree on the new governance and an election between the directors Annette Cardenas, Marja Eela Kaskiner and Denise Scrafton for the 1^st Vise President position. Skålleague Tim Hemphil second the proposal. The vote result was:

o  In favor: Co-Chairman Jean-François Côté, Interim Vise President Skål International Hulya Aslantas, Tim Hemphil, Heike Garçon Suiheran, Sanjay Datta, Mustafa D. Yalcin, Co-Chairman Holly Powers

o  Not in favor: Co-Chairman Franz Heffeter, Tito Livio Mongelli, Bernard Whewell,

o  Abstention: Fernando Azcona Lizarraga

o  Left the meeting already so not voted: Fiona Angelico, Mario Costa, Johannes Jungwirth,

The result of the vote confirmed by 7 yes / in favor, 3 no/ not in favor, 1 Abstention,

Skålleague Bernard Whewell informed the group that he must leave the meeting and insist on his behalf that whatever we decide tonight it must go first to the executive committee before it goes to the statutes committee. Interim Vise President Skål International Hulya Aslantas and Co-Chairman Holly Powers reconfirmed that this is the way the process is going.

Co-Chairman Franz Heffeter asked Skålleague Bernard Whewell if he also would agree to reduce the committees to just 5. Skålleague Bernard Whewell would be agreeing with this.

Co-Chairman Holly Powers continue going over the proposal, the election of the 1^st Vise President, she ask the remaining group members if they are agreeing with this. Skålleague Tito Livio Mongelli like to add precisely that besides the recommendation of the board for the new 1^st VP, every board member can apply for nomination and can be elected. Interim Vise President Skål International Hulya Aslantas summarized that all directors are eligible to become candidates for 1^st Vise president. Skålleague Tito Livio Mongelli agreed. Interim Vise President Skål International Hulya Aslantas also confirmed that the existing voting system will stay on, meaning the candidate who has 50+% votes will be automatically the new 1^st VP. Skålleague Tito Livio Mongelli agreed. Co-Chairman Holly Powers worries that this will start again a beauty contest, but Skålleague Tito Livio Mongelli and Interim Vise President Skål International Hulya Aslantas mentioned the forums which will take place and will help to decide to vote for the right person.

Co-Chairman Jean-François Côté added it should be mentioned that the board should make recommendation of the best of the best candidates as they are working together, and they know how a good candidate would be. The main reason why we are doing this because we want to have competency. Skålleague Tito Livio Mongelli agreed.

Skålleague Fernando Azcona Lizarraga reply to Skålleague Tito Livio Mongelli that it must be clear that there are a minimum qualification for any candidates, for example he is not agree that if somebody never was a club president or a member of the ISC should not go further, the candidates have to prove themselves to be able to run a club. If somebody can not run a club how they can run an organization such as SKAL.

Co-Chairman Holly Powers asked for approval for the first sentence: Board will recommend a minimum of two candidates to run for 1st Vice Presidency from the Board. Skålleague Tito Livio Mongelli insist to add that all members of the board are eligible to run for the position of 1^st Vice President. Co-Chairman Franz Heffeter added that it is quite clear in the first sentence and we should leave it up to the board how many and who they nominate. And if the board is not agreeing with one of the directors who like to be nominated the board must come up with the reasonable explanation why, and we maybe should add this into the proposal. Skålleague Heike Garçon Suiheran agreed with adding the reasonable explanation if the board disagree with a nomination but also make it clear that only members of the board are eligible to run. Members of the remaining group agreed.

The next point to discuss are the permanent committees. Skålleague Tito Livio Mongelli like to cut the size down to 3-5 committees. Interim Vise President Skål International Hulya Aslantas ask which one he like to cut. He like to mix them but not eliminate them. He also worries that not each district will be able to find additional 8 members to join all the committee. He also thinks that the members of these committees should be elected, nominated etc by qualification and not because they lost the election to become a director. Co-Chairman Holly Powers clarify that these people will be added just like todays committees are put together. The idea is to give the once who are not elected as director to the board the opportunity to choose to take one of the Co-Chairs or just a member of one of the committees, the idea is to create future leader with this.

Co-Chairman Franz Heffeter made a recommendation / proposal: those permanent committees as there are every specialized to leave the process to delegate the members for those committees to the districts or areas. Co-Chairman Holly Powers added that these committees are designed and set up by the President and the EC. Co-Chairman Franz Heffeter worries that the system is not bottom up as people getting appointed into committees. Skålleague Heike Garcon-Suiheran disagreed and explained that nobody is appointed into anything, it is the members choice to take an invitation to join a committee or ask to join a committee, it is always the member who is choosing that he/she like to do. And of course, the member must be qualified to join the particular committee. Co-Chairman Holly Powers added that each committee will have a board member as chairman who coordinate the activity of this committee and its members and it is a totally bottom up approach.

Co-Chairman Jean-François Côté agrees to keep it the proposal as it is presented and ask to vote on it. Skålleague Tito Livio Mongelli insist to make sure that these committee members are suggested from the district and areas. Co-Chairman Holly Powers added: All candidates who ran from their districts can serve as committee members as well as members suggested from their districts or members who volunteer to serve. And all members of the group agreed.

Co-Chairman Holly Powers added that the amount of the committees will be up to the board and subject of change. Co-Chairman Franz Heffeter recommend talking about the committees as there are permanent and nonpermanent committees. The European board suggestion was decreasing the number of committees to make them more operable and with more power. They recommend putting the Governance and the Statutes/by-laws committee into one. Interim Vise President Skål International Hulya Aslantas and Skålleague Heike Garçon Suiheran agreed but Co-Chairman Holly Powers disagree as these are two completely different committees and why decrease the committees. Skålleague Heike Garçon Suiheran added that having more committees will split the work to many and not just to a few, especially since Co-Chairman Franz Heffeter complained that there is a lot of time spend into these committees. So combined committees are okay, but we still should have more committees to split the work and get automatically more work done. Co-Chairman Holly Powers agreed and particular with the Statutes and by-laws committee, these people should write the law and not make it.

Interim Vise President Skål International Hulya Aslantas asked Co-Chairman Franz Heffeter what are the next committee which the European board like to combine. Co-Chairman Franz Heffeter reply this would be Finance and Controlling. Public Relation, Communication and Marketing should be combined with Sponsorship and Special Projects. The fourth one would be International Expansion/ membership retention (which should call membership development) and Advocacy / Industry relationship. And the last one (5) would be technology – Digital Transformation working with the its department to continuously improve our IT structure. Co-Chairman Holly Powers mentioned that the Advocacy / Industry Relation is huge now and it now the most dynamic committee that we have, which will be the voice of the organization. All the press releases which are coming out at the moment are from this committee.

Interim Vise President Skål International Hulya Aslantas recommend leaving the committee as they are and add below that the European board’s recommendation and we leave it up to the president to vote and decide on this, this is something which is not up to us anyway. Skålleague Tito Livio Mongelli is agree as it could be some problem by overlapping of committees.

Co-Chairman Jean-François Côté like to mentioned that we all agree that we need permanent committees. He is not agreeing to combined statues /by-laws with the governance, financial need to be stand alone and permanent and add the other committees as needed. Co-Chairman Franz Heffeter added to put as 4^th permanent committee the Technology / Digital transformation. All group members agree on these suggestions.

The next point to discuss are the Internal Auditors. Co-Chairman Franz Heffeter and everybody of the group agreed on all points.  All agree also with the point of Meetings as well as agreed not to increase any membership fees to recover additional costs for a slightly bigger board. A full agreement was also made on the point Midterm meeting and Vacancy.

Interim Vise President Skål International Hulya Aslantas was very happy to see that the group are agreed with most of the points and thinks going word by words through the proposal was a good idea to get some consensus. She also thanks Co-Chairman Holly Powers for integrated all suggestions, proposals etc . She is asking the group if anybody has something to add, what is not mentioned or need to be added?

Co-Chairman Franz Heffeter has nothing to add but like to thank Interim Vise President Skål International Hulya Aslantas for leading this meeting. Skålleague Tito Livio Mongelli agreed and thanks her as well and like to make sure that this proposal is mentioned the bottom up approach as well as mentioned the Non-closure agreement.

A short discussion started if or if not, such Non-Closure agreement is needed. Skålleague Tito Livio Mongelli suggesting that their a no Non-Closure agreement within the Executive committee. Interim Vise President Skål International Hulya Aslantas mentioned this was something new and not exist before. Co-Chairman Jean-François Côté added that we must make sure what this NDA means. As a member of a board there is an access to all kind of private information about the members, employees etc and they need to be protected as well as private information within the board which could hurt other members. There were never any issues with this Non-closure agreement as such NDA are found in all kind of governance structures. This agreement does not mean there are any information hiding.  Skålleague Heike Garçon Suiheran remind one incident last year, where the ISC not received information about a dispute within the board. Co-Chairman Jean-François Côté disagreed as this dispute was a 100% private issue between two members and had nothing to do with the organization and therefore it was no need to open this issue to the public. Co-Chairman Franz Heffeter added that he is against NDA as this implements secret on discussions and if there are private information shared this can be mentioned to be closed for the public. Co-Chairman Holly Powers believes what Co-Chairman Jean-François Côté means is that there are no consequences if there is no NCA.  Skålleague Tito Livio Mongelli replied that he is not agree with a Non-Closure agreement at all. But within the EU and national regulation board members only sign agreements regarding privacy confidential information. Interim Vise President Skål International Hulya Aslantas added that for example the minutes of the board meetings are not published in the past and this changed as the minutes are now posted on the internal webpage. After looking into both sides of this point the group decide to add to the proposal to review the Non-Closure agreement and make it public posted on website. All members of the group are agreeing with this solution.

Interim Vise President Skål International Hulya Aslantas repeat the thanks to all the group member for their cooperation to make this proposal happen and ask Co-Chairman Holly Powers to send the proposal and she will bring this proposal officially to the executive board as task is completed.

Skålleague Heike Garçon Suiheran is asking to get a reconfirmation that all the points in all documents as listed on the screen are now approved and confirmed from the members of this committee so it can be documented in the minutes.  The members unanimously confirmed, agreed and accepted.

Interim Vise President Skål International Hulya Aslantas closed the meeting by thanking everybody again and how to see everybody again. But as there is still a lot of work to be done in the next weeks and months to find tune the project.

Minutes prepared by Skålleague Heike Garçon Suiheran (11.05.2022)