NACD Instructor standards violation

[Hetland]

I don't think that applies to for profit corporations, that should only prevent them from being involved with another training agency.

Is that what the bylaw says?

 

[Wookie]

I don't think that applies to for profit corporations, that should only prevent them from being involved with another training agency.

That may be what it means, but it isn't what it says. What it says is:

"Directors shall not be directors, trustees, officers, shareholders or principals of any organization (other than the NACD) that trains or certifies divers at technical levels."

And what that says is that if you are a director of any organization that trains or certifies any technical diver, you may not be a director of NACD. Seems that if we're splitting hairs, let's split them all.

GDI's and AAF's website specifically says that they train and certify recreational and technical divers. Now, I wouldn't know Rick or Carmen Calzon if I tripped over them in a bar, but if the corporate filing is true, (and it has to be, they are typically updated the same day a corporate filing is made), The president of NACD must be a director, but he can't be because he is already a director of an organization that trains and certifies divers at a technical level. Bylaws are made up specifically to prevent any evidence of impropriety.

For instance, Rick could be mad at Rob because he thinks Rob stole a student from GDI/AAF. Rick could start a QA against Rob and have him removed from his position on the BOD, as well as expelled (I think that NACD uses terminated) as an instructor. This bylaw is used specifically to prevent that kind of conflict of interest from happening.

The NACD bylaws were written to prevent cave business drama from distracting the NACD from it's business, but I can see that the bylaws are barely given lip service.

 

[The Chairman]

Maybe that's a reason for the site still being down?

That's a negative, Ghost Rider. Credentials for the site were requested and given to the new volunteer yesterday. I'm sure it will take him some time to build the site to fit the needs of the NACD. I do appreciate the lust for drama that seems to permeate the Cave Diving Community, but this isn't a part of some nefarious uber plan to take over the Cave Diving World.

Let's put this into some perspective. People can get greedy and/or power hungry and be driven to committing all sorts of crimes against humanity to further their goals. They just need to see a chance to make a lot of money or accrue a substantial power base. Obviously there's no money in this and the power base is laughable. If you're going to posit such a diabolical scheme to undermine the NACD bylaws and create all this drama, you simply have to ask yourself: what's there to gain? Make no doubt about it: this can be applied equally to Rob, Rick, the attorney and anyone else who volunteers to serve. What's the motivation here? I'm sure a lot of the animosity directed towards Rob is a mixture of jealousy and bitterness and frankly, I thought the NACD would have been able to cut through that crud a bit better than they have. We get it all the time here on SB. Shops will create negative reviews for competing shops, users will sometimes try and hold a company cyber hostage to get what they want and so on. The SB mods do an awesome job of protecting the innocent and yes, sometimes even the guilty. Do they make mistakes? Of course they do and sometimes their decisions are reversed. Doesn't happen very often and I don't think it's even happened this year. Like the NACD volunteers their rewards are a bit more esoteric than touchable. My point is this. When you point the finger at a volunteer think about what you're doing. You're making it harder and harder for the organization to find volunteers to do simple stuff... you know, like rebuilding their web site. I think it's time to dial the drama way back on this. Let them do what they feel they need to do.

 

[Hetland]

That's a negative, Ghost Rider. Credentials for the site were requested and given to the new volunteer yesterday. I'm sure it will take him some time to build the site to fit the needs of the NACD. I do appreciate the lust for drama that seems to permeate the Cave Diving Community, but this isn't a part of some nefarious uber plan to take over the Cave Diving World.

Let's put this into some perspective. People can get greedy and/or power hungry and be driven to committing all sorts of crimes against humanity to further their goals. They just need to see a chance to make a lot of money or accrue a substantial power base. Obviously there's no money in this and the power base is laughable. If you're going to posit such a diabolical scheme to undermine the NACD bylaws and create all this drama, you simply have to ask yourself: what's there to gain? Make no doubt about it: this can be applied equally to Rob, Rick, the attorney and anyone else who volunteers to serve. What's the motivation here? I'm sure a lot of the animosity directed towards Rob is a mixture of jealousy and bitterness and frankly, I thought the NACD would have been able to cut through that crud a bit better than they have. We get it all the time here on SB. Shops will create negative reviews for competing shops, users will sometimes try and hold a company cyber hostage to get what they want and so on. The SB mods do an awesome job of protecting the innocent and yes, sometimes even the guilty. Do they make mistakes? Of course they do and sometimes their decisions are reversed. Doesn't happen very often and I don't think it's even happened this year. Like the NACD volunteers their rewards are a bit more esoteric than touchable. My point is this. When you point the finger at a volunteer think about what you're doing. You're making it harder and harder for the organization to find volunteers to do simple stuff... you know, like rebuilding their web site. I think it's time to dial the drama way back on this. Let them do what they feel they need to do.

No one will volunteer because I said naughty stuff about the NACD on Scubaboard!?! If you really believe that, then please delete every post I've ever made on the subject. I'd hate to give the NACD a bad name.

 

[The Chairman]

No one will volunteer because I said naughty stuff about the NACD on Scubaboard!?! If you really believe that, then please delete every post I've ever made on the subject. I'd hate to give the NACD a bad name.

Oh the drama! You're good at this.

 

[Hetland]

Oh the drama! You're good at this.

I just work with what you give me Doc :cool2:

 

[boulderjohn]

And what that says is that if you are a director of any organization that trains or certifies any technical diver, you may not be a director of NACD. Seems that if we're splitting hairs, let's split them all.

GDI's and AAF's website specifically says that they train and certify recreational and technical divers. Now, I wouldn't know Rick or Carmen Calzon if I tripped over them in a bar, but if the corporate filing is true, (and it has to be, they are typically updated the same day a corporate filing is made), The president of NACD must be a director, but he can't be because he is already a director of an organization that trains and certifies divers at a technical level. Bylaws are made up specifically to prevent any evidence of impropriety.

Please help me to understand this.

I would bet almost anyone who is a cave instructor has formed a company for the purposes of providing that training and providing him or her the legal protection afforded by, say, an LLC. I have done that myself. Does that mean under this interpretation that any instructor who has formed such a business cannot be on the NACD BoD? If so, I am pretty sure that was not the intent of the rule.

 

[Wookie]

Please help me to understand this.

I would bet almost anyone who is a cave instructor has formed a company for the purposes of providing that training and providing him or her the legal protection afforded by, say, an LLC. I have done that myself. Does that mean under this interpretation that any instructor who has formed such a business cannot be on the NACD BoD? If so, I am pretty sure that was not the intent of the rule.

But that's what it says. Having incorporated a number of businesses and non profits myself, you want a very clear distinction between your non profit and your for profit business for the IRS. If, for instance, you were able to buy cave instruction through NACD, a not for profit corporation and 501c3 (the 2 aren't necessarily the same) you wouldn't pay state or federal tax on the class, because by the very definition, a not for profit and a 501c3 are not taxable.

If you went to BoulderJohn's Diving Emporium for that class, you would pay sales tax as assessed in the state of incorporation as well as federal taxes on the profits of the corporation for your dive instruction. An unscrupulous businessman who was a director of both a non-profit as well as a for profit corporation might be tempted to run folks through his non-profit to save the tax. IRS has specific rules about who may be a director of a non-profit.

Lets take it somewhere near and dear to my heart. I am President and Director of Spree Expeditions, Inc, a for profit corporation of Texas and foreign corporation of Florida and Puerto Rico. I am also President and Director of the Gulf Reefs Environmental Action Team, a Texas not for profit corporation, but NOT a 501c3. Spree Expeditions holds a BIS special permit to export to Cuba 1 liveaboard dive vessel, 12 GoPro Hero4Silver video cameras with L&M Sola 1200 lights, and assorted rebreathers made by AP Diving, ISC, Revo, and one other. The Gulf Reefs Environmental Action Team (GREAT) has applied for an OFAC permit to take passengers on the Spree to Cuba to perform scientific research. The for profit holds the BIS permit, the non-profit will hold the people to people permit, but the non profit will not handle any money. That's what keeps us clear with the IRS, otherwise your research in Cuba would be tax exempt, and the IRS wouldn't like that. It's designed to keep the conflict of interest down.

Now, sure, many folks have formed S-corps, C-corps, Sole Proprietorships, whatever business model you want to teach scuba. But the NACD bylaws prohibit you from acting in both camps. Look at Curt Bowen, for example. Curt was a director, but (AFAIK) Curt wasn't also a director, shareholder, etc. etc. of a technical training organization. That makes Curt clean. Rob wasn't clean, as I expect Chippola Divers is incorporated or a sole proprietorship, or has some business structure that Rob was in charge of, but they couldn't boot Rob for that, pot, meet kettle.

Look, I'm not saying I agree or disagree with the bylaws. I'm not saying that anyone needs to quit. I did read the bylaws (as I'm rewriting my Non-profit corporations bylaws) for any ideas I might want to appropriate. They are too onerous for me, I decided to stick more closely with my own old bylaws, which let me do about anything I want, as long as my BOD allows me to. So far they have.

So, I'm guessing that that is exactly the intent of the rule. If you look at the CDS, I only know 2 folks there, their safety guy and their training guy. I don't know CDS bylaws, but their training guy is an employee of a number of dive shops here in the keys, and the Safety guy is an employee of a dive shop in FLL. They aren't directors of their own companies. Or maybe they are, I probably shouldn't have used Curt as an example, as I have no earthly idea of how his companies are structured, but then, he is no longer on the BOD, so the point is moot.

 

[Curt Bowen]

The BY-LAWS those rules that shall be followed because they protect and govern the NACD. Like them or Not It's all I have to follow.

When has the NACD followed these BY-LAWS? They certainly did NOT follow them on the JR situation, nor the Bert Wilcher situation, and it doesn't look like they followed them on the Rob situation either.

 

[boulderjohn]

But that's what it says. Having incorporated a number of businesses and non profits myself, you want a very clear distinction between your non profit and your for profit business for the IRS. If, for instance, you were able to buy cave instruction through NACD, a not for profit corporation and 501c3 (the 2 aren't necessarily the same) you wouldn't pay state or federal tax on the class, because by the very definition, a not for profit and a 501c3 are not taxable.

If you went to BoulderJohn's Diving Emporium for that class, you would pay sales tax as assessed in the state of incorporation as well as federal taxes on the profits of the corporation for your dive instruction. An unscrupulous businessman who was a director of both a non-profit as well as a for profit corporation might be tempted to run folks through his non-profit to save the tax. IRS has specific rules about who may be a director of a non-profit.

Interesting points. What follows is thinking out loud.

Let's look at the really big agencies--PADI, SSI, etc. Nobody directing them is spending their weekends running classes through their personal scuba instruction businesses. It would be untinkable that they would. It would be more unthinkable if they were also working for competing agencies. They are all receiving salaries from their agencies, so that is their job.

Big non-profits do pay a salary to their leadership--some are, in fact, ridiculously well paid. I was for a while the executive director of a 501 (c) 3 organization, and I got a salary while in that role. It was my job. While it was my job, I did not have any other job that would call into question my objectivity. When I was then hired by a company in a position that would present a conflict of interest, I immediately resigned.

Now let's look at a small, non-profit agency like NACD. It is a volunteer organization. People aren't getting paid to lead it. They have to have jobs outside of the organization to survive, and those jobs can provide a conflict of interest. There is a serious potential for problems of this sort.