North American Dealers Association
Council Meeting
March 2-3, 1998
Los Angeles, Ca.

Meeting called to order on March 2nd at 7:00 p.m.

Members Present: Maureen Gaynor, Art Weinrach, Suzanne Sherrod, Mark Lynn, Vito Marrone, Ken Newell, Ron Brennan, Steve Autor, Tim Madden.
Members Absent: Mike Ellis (Mike joined the continuation of meeting March 3, 8:00 a.m.)

Adopt Minutes of January 16, 1998 Meeting
Steve moved to adopt minutes. Motion passed.

Financial Report - status of email vote on budget approval?
Tim moved to approve budget. Motion passed.

Unfinished Business:
February Meeting with NEC
Review of NEC Meeting Agenda Items as per Minutes of January 16, 1998 (refer to your copy of January Minutes, last page)

Committee Reports:
Marketing Committee -Tim will request Gant & Donald to come up with web name that doesn't conflict with other sites (e.g.New England Computer Systems Inc) The proposed new name for NADA is Network Equipment and Communications Systems Integrators (NECSI). Brochure will be ready for Advantage/Users Group subject to getting artwork.

Multi-Location Committee - Mark
Needs further work. Art moved to add terms of payment guidelines, e.g.: 1/3 with order; 1/3 at cutover; 1/3 30 days from cutover. Motion passed.Committee will work on further revisions following Tuesday's continuation of Council meeting.

Training Committee - Maureen, Mark
Everyone is very satisfied with the response from NEC with regard to training.

Meeting recessed at 10:00 p.m.

Meeting continued at 8:00 a.m., March 3, 1998
PBX Committee - Mike believes input for 2400 systems is coming from large dealers
Survey response could be better. Steve suggested that we put more thought into questions and have RCR receive responses.

Membership Committee - Suzanne reported membership is up in Canada. RCR will coordinate with NEC re new dealers, contacting Associates who have never joined, getting invitation/membership packets delivered.

Key System Committee - Ron has results of survey. Challenge is to get NEC staff responsible for terminals and key systems to respond to the Association and to the Committee Chairman. Ron will forward survey to NEC. Many dealers depend on key systems as their primary revenue source.

RCR - Mike Ellis moved to provide a $30K operating budget to RCR and let them be accountable for disbursement of funds and Vito amended to keep 50K in Fidelity and send balance to RCR upon receipt of signature cards. Motion passed.

6. New Business

Proposed By-Laws changes (Motion by Art)
a. Require that proposed by-laws changes be communicated to members 30 days before annual meeting (60 days at present) and retain 60 days as required notice time for date and time of annual meeting.
b. Allow proposed by-laws changes to be posted at website (as compared with mailing/faxing to members).
c. Allow us to use e-mail as our means of notification of annual meeting, elections, and other communications to and with members.

Art moved to amend this motion to propose we establish a committee to propose revisions to bylaws pertinent to future changes with members to be appointed by President. Motion passed.

Committee will consist of Art,Vito and Steve.

E-Mail Broadcast motion withdrawn. RCR to be directed by President.
Procedure for Removal of Council Member (call for discussion by Maureen)
Tim moved: A Council member who fails to participate in meetings without a valid excuse, fails to respond to correspondence and discussions, unethical conduct can be removed by Council by two thirds vote.
Bylaws Commitee (Art, Vito and Steve) will incorporate a procedure for inclusion into Article VII, Item 2. Motion passed.

Ron Brennan will compile competitive data on key/hybrid systems: hardware; software; pricing; installation, programming & training (Toshiba, Nitsuko, Iwatsu, Telrad, Comdial, Intertel, Panasonic, Nortel Meridian, Lucent). Goal to present to NEC in June.

Purchasing Committee: to be chaired by Ken Newell
Purpose of Purchasing Committee is to source opportunities for volume purchasing and discounts to the Association members.

Meeting adjourned at 10:55 a.m.