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ASEA Negotiation Update

February 20, 2013

Optimistic Negotiation Update

Since the interview with Joel Munn, President of the Rocky Mountain Board of Directors and the update about recent negotiations with the ASEA, we are happy to report that lines of communications have opened even further.  The Joint Resolution Divisional Partners consist of Rocky Mountain, Eastern, Inter Mountain and Northwest and have consistently stated that the affiliation agreement proposed by the ASEA is not something that this group is comfortable signing in its present form.

The ASEA is considering potential alternatives and recently communicated to the Joint Resolution Divisions for clarification on specific points of disagreement.  These divisions are preparing Joint Resolution solutions to hopefully lead us to a path of legal governance clearly defining our greater association for continued excellence.  The agreement looks to address the following.

  • Define structure that allows for legal governance between the 10 companies.
  • Define representation of the 10 companies to a national entity.  The current ASEA board is accountable to no one but themselves.
  • Define governance that allows shared ownership of the brand and not allow one entity (ASEA) to have unbridled authority over the nine divisions.
  • Develop a collaborative agreement that creates an effective and representational structure.  The true “National” entity we are all striving for and until recently thought we all enjoyed.

The RM Board is in constant communication with the ASEA Board and Boards from the other divisions.  As stated in earlier communications, the RM Board has been steadfast in its untiring devotion to keep this communication ongoing and to not settle for the status quo.  The membership has been the focus of this commitment.  Please direct any questions you may have to any of the RM board members or simply give them your support and gratitude for their efforts on our behalf.

We will continue to provide updates as they unfold.  Please visit the Scoop at www.psia-rm.org on a regular basis.

Your Rocky Mountain Board of Directors

RM Board President Interview

Joel Munn, RM President Interview with Dave Schuiling, Director of Education

I had the opportunity to sit down with President Joel Munn to discuss current affairs in the Rocky Mountain division. As a member of the administration team I am privy to the discussions surrounding our negotiations with ASEA (aka National) and we both agreed it was important to update the membership on this topic.

Dave:  As President, how do you see the current state of the Rocky Mountain Division?

Joel:  Rocky Mountain (RM) is financially healthy, continues to be an innovative leader, and is evolving culturally.  We continue to grow based on a history we should all be very proud of.  I am humbled when I think how far we’ve come as an organization and leader in snow sports education.  RM is 62 years old and we have always made significant contributions to the reputation of PSIA-AASI as an Education and Verification (Certification) organization.  Our Board respects and recognizes this heritage.  They have made a huge commitment to our administrative group and volunteer leadership with several key initiatives in the last few years.  When the endowment fund goal of $500,000 was attained, they subsequently expanded our scholarship programs significantly.  Additionally, after almost 60 years of renting, they invested in our membership and division by purchasing a home office in Steamboat Springs.  In an effort to support our staff and continue to strive for consistency of our products, the RM Board of Directors supported an employment status change for our Ed. Staff from independent contractors to employees.  This change has allowed us to invest in and support our human resources.  We believe one result of this change has been a visible improvement in the ‘guest friendly” environment within our programs.  Evolving and maintaining this culture within the people who deliver our products is critical to RM’s success, now and in the future.  I’m happy to say that all of the assets and resources we have are stable and healthy.

Dave:  There’s been lots of talk about our national organizational structure over the last year and a half.  Please give our membership an update on the progress of these discussions.

Joel:  The reality of our current situation is that we do not by definition have a “national” entity.  Although hard to fathom, other than a logo use agreement, there are no formal written contracts which define our working relationships as independent yet cooperative business entities.  There are 9 different regional PSIA associations (divisions) as well as the American Snowsports Education Association (ASEA); the office in Lakewood, CO.  Because federal law states Board members cannot have a fiduciary responsibility to separate non-profit corporations, the assumed governance between all these groups has changed significantly. “National Reps” historically appointed by divisional boards to serve on the ASEA Board now have sole fiduciary responsibility to the ASEA.   This may at times be in conflict with financial, administrative, and operational issues which at times even affect the goals and vision of individual divisions. The”National Rep” position which existed for years is no longer valid.  That person represents ASEA members from a particular geographic area but does not represent the business entity of that region.  As an example: Divisional and ASEA dues are individually established, yet collectively collected.  Subsequently, these revenues are credited to the respective division and to the ASEA.  The $11 increase to the ASEA dues approved unanimously by the ASEA Board of Directors in June of 2011 caught many of us by surprise.  This action made it very clear the ASEA Board must vote to protect its own financial stability.  Ironically, and perhaps fortunately, the impact of this dues increase made it very clear to leadership that we have a fundamental lack of structure among the 10 PSIA-AASI entities.

Dave:  Many members inquire “where do my membership dues go?” or “why do I have to join both RockyMountain and the ASEA ?”, “is it required?”  “What are the benefits of joining both organizations?” As a board member how would you best answer these questions?

Joel:  These questions have been asked for decades.  Most members can clearly define what their individual divisions do for them in terms of education and certification.  It is very apparent the divisions provide relevant events, curriculum and promoting of their credentials with the member schools.  Members call the divisional offices on issues regarding their professional credentials and constantly inquire about the professional development necessary to further their careers.  The divisions provide the products and set the standards for teaching, technical knowledge and on mountain performance.  The divisions award the pins proudly worn by instructors across the country.  The ASEA is a “service center” for pros nationwide.  They market the profession, represent it both nationally and internationally, provide an infrastructure for tracking educational credits and certification credentials, deal with nationwide sponsorship programs, compile and publish educational materials, and we would hope, “house”  the National Standards as well as the (Properties)…the logos, marks and intellectual properties.  As for membership in both organizations, this became mandatory in 1970, eight years after what was then known as PSIA.   There are no documents I’ve seen to explain this.   I can only assume it was done to provide them with sufficient funds to perform their role as a service organization which was their intended role.  Additionally, the ASEA Board adopted, perhaps questionably, a by-law change a number of years ago which required members of a division to be members of the ASEA.  These two latter points are issues which are presently part of our negotiations with the ASEA.  It essentially comes down to ownership of the Properties.  Who should have ownership, authority and is responsible for maintaining the consistency and quality of these Properties.  Should it be solely the ASEA or all 10 collectively?
Dave:  Certification Exams are tested in reference to a National Standard.  What does it mean to have a National Standard and how do the divisions maintain consistency with the National Standards?

Joel:  A National Standard is beneficial to both members and member schools in many ways.  As discussed above, the National Standards are born and evolved at the divisional level.  The simple fact is that the divisions set standards, educate to them, and validate this education on a consistent and ongoing basis.  At the same time, the National Standards must be voted on and subsequently approved by the ASEA Board each June.  Since the divisions are directly responsible for the creation, validation and ongoing maintenance of the standards, the validity of this process is questionable.  This relates once again, and calls into question, the fact that there is no current governance to allow “one to one,” nor, as we suggest, “proportional” divisional representation to the voting entity which ratifies the standards.

Dave:  Members have received multiple communications describing current negotiations between ASEA. What is at the root of these negotiations?

Joel:  As I’ve mentioned, we are 10 parts with no legally defined whole.  Each of our 10 companies has different cultures, membership numbers, needs, and resort demands.  All 10 conduct their affairs using trademarks, logos, and intellectual properties (Properties) which were developed primarily through the divisions, for collective use nationally.  Under the understanding of the old governance structure, the ASEA has copyrighted these Properties and calls them the ASEA Properties.   Unfortunately during our present negotiations the ASEA has used their ownership of the Properties in an attempt to leverage us into signing an agreement we do not agree with.  The agreement they propose is, in essence, a franchise structure.  It would give the ASEA ultimate control of many decisions.  As an independent business we have assets which must be protected.  Additionally, we have clear responsibilities to our specific members.  We cannot have one company leveraging another in this manner and we cannot pass the responsibility of protecting RM over to another entity.  It is because of these issues we in RM believe we must share a common ownership of the Properties.  The concept we have proposed, in our opinion, allows for a partnership with the ASEA as well as the other regions, and ultimately enables us to collectively form a national entity with legal and binding governance.

Dave:  If an affiliation agreement is on the table, why would RM or any other division oppose signing it?

Joel:  Well, as I mentioned above, the agreement proposed is a franchise type structure.  Because the ASEA at present owns the Properties, they claim ultimate decision making authority relative to those Properties.  If we were to agree to the ASEA draft, RM would be under the control of the ASEA. They claim they have no desire to control yet we cannot sign anything which would allow use of the leverage of ownership of the Properties now or in the future.  It is important to know we are not alone in this position. There are at least 3 other divisions who have stated unequivocally that they have no intention of being a franchise.  Over the past few months, the ASEA and their attorney have stated clearly that the divisions in their opinion are affiliates of the ASEA.  This is both legally and historically inaccurate and we adamantly disagree.  Since 1962 to the present day RM has always wanted an affiliation with the ASEA and other regional companies.  We never have been and at continue to have absolutely no interest in being an affiliate of the ASEA.

Dave:  As the president of Rocky Mountain what is your number one priority?  What does the membership gain from the potential fierce negotiations that lie ahead?

Joel:  I would emphasize first of all that what we are trying to accomplish is a real national entity which would bring strength and quality to the recognition our profession.  It would also create the stability our organizations have desired since our beginnings.  Relative to RM, our Board and I are dedicated to maintaining the autonomy our business needs in order to sustain growth and maintain the evolution of Rocky Mountain financially and culturally.  The membership gains from a strong national and divisional structure which allows this to happen.  I would hope we can get this done very soon.

As we move forward, if I remain as President of RM, I hope our Board will initiate a relationship with a nationally recognized charity.  As a non-profit company and as professionals who are devoted to helping people, I’d like to see RM members and member schools dedicate themselves to raising $1 million to this charity.  Personally, I think the road this would take us on as individuals and professionals would help all of us realize we are part of a greater whole, that we have a responsibility to our guests and communities, and would move our culture of caring for others to a new level.  In the end, we would earn the greater respect we want for our organization and be able to take greater pride in our profession and ultimately exemplify what we believe in as snowsports professionals.

 

PSIA-Rocky Mountain-AASI Update

Dear PSIA-Rocky Mountain-AASI Members,

Today we are in receipt of communication from Eric Sheckleton, ASEA Chairman of the Board, which we believe helps to advance the ongoing negotiations concerning agreements between the 10 parties which represent the interests of all Snowsports Professionals across America .

Your Board of Directors is committed to finding pathways of reconciling this very important issue. To help foster a new conversation concerning the future of the organizations, our next step is to consult with our partners in the joint resolution. These are the other three regions-Eastern, Northwest and Intermountain-which remain unsigned and with us represent 74% of the membership.

We are encouraged by this timely and thoughtful response to our proposals concerning the ownership of ASEA marks, logos and intellectual properties, governance and future of our respective organizations.  Although early in this new round of discussions, we are pleased to receive this offer to continue a dialogue devoted to creating an equitable and fair result for all parties.

For those of you who have not read the interview with President Joel Munn in the recent Instructor to Instructor newsletter, http://www.psia-rm.org/membership/member-benefits/newsletter,  please do so as it will give you an in-depth understanding of these negotiations.  As a member of both Rocky Mountain and ASEA your membership has not been affected by these negotiations and we are both at your disposal for services.

 

Rocky Mountain                        970-879-8335                www.psia-rm.org

 

ASEA (national)            303-987-9390                www.thesnowpros.org

 

The conversation is continuing and you will be updated as things progress. In the meantime, please reach out with questions if you have any.

 

Yours in skiing and riding,

 

Executive Committee; PSIA-Rocky Mountain-AASI

 

Joel Munn, Rick Hinckley and Rick Rodd

 

Other information can be found on our Facebook page, Blog and the community page of ASEA

ASEA Update

December 19, 2012

Dear Rocky Mountain Membership,

We hope that this letter finds everyone in good spirits as you prepare for the holidays in the new snow! In order to update our membership, the Board of Directors of PSIA-Rocky Mountain-AASI is sending this communication concerning our efforts over the past year to formalizing agreements with the ASEA, the American Snowsports Education Association (known by many of you as “national”).

In The Presidents Letter from the 2011 fall edition of Instructor to Instructor, Joel Munn brought to your attention the lack of formal agreements between the ASEA and PSIA-RM-AASI, as well as the other eight regional PSIA associations (companies) known as divisions. In his article he quoted Peter Donahue’s National Report which stated: “there are no formal agreements between the divisions, or, between divisions and the national association, except those governing the use of our logos, and the non-binding agreement on adhering to national standards.” The ASEA is the nationwide organization of ski and snowboard pros to which almost all of you currently pay $61 annual dues. It is imperative to realize that because “there are no formal agreements” between the ASEA and the divisional organizations, the ASEA is not a national “umbrella” organization of the 9 other entities: something most members may assume. Factually, each of the independent regional businesses provide their member services as well as their educational and certification programs using the logos, marks, and intellectual properties; known collectively as the ASEA Properties. Presently these Properties are trademarked and copyrighted by the ASEA; they are essentially leased to the divisions by way of a fairly non-specific document known as the “1986 Agreement”.

The lack of structure, contractual relationships, and absence of legal governance between all PSIA companies was addressed by regional and ASEA leadership in a nationally attended Strategic Meeting in January 2012. Due to varied corporate structures and issues surrounding individually held assets, the possibility of forming one nationwide company was soon eliminated. Therefore, the challenge we now face is the formation of contractual alliances which provide independence and autonomy for each regional business, and the ASEA. At the same time, we hope to create a national entity of the ten. This entity would have legal governance combined with the formalized processes and procedures necessary to conduct our common business affairs related to the ASEA (PSIA) Properties or brand (independent of regional business affairs). The strategy agreed upon by all companies coming out of the January 2012 meeting was to move towards an affiliation agreement. This process is continuing.

As members and essentially stock holders of the PSIA-RM-AASI, you should be aware of some simple facts: We are an independently incorporated business within the State of Colorado. We are a non-profit corporation and report to the IRS as a 501-c-6 (PSIA-RM, the membership portion) and a 501-c-3 (Rocky Mt. Educational Foundation; clinics and certifications). The combined assets of these two entities are approximately $1.7 million which include a $516,000 investment fund, and an office condominium in Steamboat Springs. We have been very clear throughout the affiliation process that PSIA-RM-AASI wants to be part of a national organization; one that is a partnership. This is essential! In order to protect your assets as well as maintain autonomy in conducting our affairs, from the start of negotiations we unequivocally stated to the ASEA and all other parties our desire to formalize our affiliation with the ASEA. At the same time we stated clearly that we cannot and will not be an affiliate of the ASEA. Our position is, and will remain, that in order to sign any contractual agreement with the ASEA it must be an equal partnership. We cannot enter an arrangement which would put decisions, which are the fiduciary responsibility of our Board, in the hands of other Boards and/or management teams.

As we mentioned above, the logos, marks, and intellectual properties of PSIA and AASI are owned by the ASEA. Over the past 16 months the ASEA and their attorneys, have made it clear that from their perspective this ownership gives them final authority on decisions which affect those properties. This was recently re-enforced in a letter of reply to our recent proposal addressed to our attorney Mike Holloran. The ASEA attorney Bill Walters on Dec. 13, 2012, stated: “ASEA exclusively owns the ASEA trademarks, related intellectual properties and related registrations of those ASEA properties, and maintains, protects and licenses those ASEA Properties.  ASEA licenses the ASEA Properties to the Divisions and, in order to protect the ASEA Properties, ASEA must have the ability to ensure that the ASEA properties are used consistently and properly…the divisions have the right to use the ASEA Properties under a license and subject to certain conditions”. This response of a position of ultimate authority is counter to the theme recently agreed upon among the 10 companies when we met at Copper Mt. in October.  At that time, for example, it was agreed the ASEA would “house” the national standards created collaboratively within the divisions

Inevitably, many of the decisions ASEA can make beyond the authority of your Board of Directors and our Executive Director will have financial implications, strategic impact, and may directly affect the versatility and timing of much of our daily business affairs as well as our plans for the future. As trustees of PSIA-RM-AASI we cannot have the destiny of your company compromised and possibly put at risk in this way. We cannot move forward with the ASEA’s continued use of ownership of the Properties as leverage for authority over our independence. With this caveat, the PSIA-RM-AASI has presented a proposal to the ASEA which we believe will allow the formation of a legal national organization. We believe our proposal maintains the independence of the participating parties. We have clearly stated to the ASEA, and the other regional entities, that the only contractual agreement we are prepared to enter at this time is one in which we share ownership or have some non-terminable agreement for use of the Properties. These Properties were developed primarily from the divisional level where the integrity of the logo and marks are truly maintained, and to be shared openly. RM, at the advice of our attorney, has presented this concept in order to create a partnership; a partnership where governance can be legally designed. This proposal also allows for formalized processes and procedures as well as monitoring and enforcement policies among the 10 independent, yet mutually vested parties.

In order to dispel any rumors we clearly state: PSIA-RM-AASI has never said we would “secede” from the collective entity referred to as national, nor the brand recognized by the PSIA and AASI logos. Since there is no contractual “national” organization; this “secession” is factually not possible. We have, however, been warned by the ASEA that should we not sign an agreement they would pull our right to use the ASEA properties. This same agreement may possibly be signed by most other regional companies. This position by the ASEA clearly illustrates their perception of ultimate authority. Our response to their threat is that should the ASEA attempt to do so, we would enter litigation with them, and as the process moves forward we will fall back on the “1986 Agreement” and continue conducting our business affairs using the ASEA Properties.

We want everyone to be assured that PSIA-RM-AASI remains committed to being a partner in a formally defined national entity.  As members of both Rocky Mountain and the ASEA you are the fundamental stakeholders, and stockholders, of both organizations. We encourage you to voice your opinions to both the ASEA Board and to the Rocky Mountain Board.

Thank you for taking the time to read about and understand these important efforts and challenges. We are striving to serve you and the needs of our collective organization to the best of our abilities.  In turn, we wish you the best in your efforts as committed ski and ride professionals this season, and into the New Year.

Sincerely,

PSIA-Rocky Mountain-AASI Executive Committee:

Joel Munn jmunn@psia-rm.org

Rick Hinckley rhinckley@psia-rm.org      

Rick Rodd rrodd@psia-rm.org

New Alpine Freestyle Events

We have just added some more Freestyle Events to our calendar! See below for dates and locations. If you are attending the Freestyle Specialist 2/3 exams, you must either have your Freestyle Speicalist 1, or attend either the Freestyle Fiesta or Jibber’s Paradise.

Alpine Freestyle Fiesta

January 9-10 at Snowmass
January 16-17 at Vail

Alpine Jibber’s Paradise

January 9-10 at Snowmass
January 16-17 at Vail


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