Jerry Phillips

Re: Response to Fred Meuller's Letter to AESF Members on 9-8-06

September 10, 2006

Mr. Fred Mueller
AESF National Headquarters
1155 Fifteenth St. NW, Suite 500
Washington, DC 20005

Dear Fred,

I have read the response that you sent to all of the members on Friday September 8, 2006 concerning the list of candidates on the “AESF for the Future” slate.  Frankly, I am very disappointed in you and Tracey Kohler for taking such as aggressive stand against Paul Fisher’s letter.  Releasing this document to all of the membership with the inaccuracies it contains requires that a correction be sent out promptly.

I am NOT convinced there was any need to send this letter.  If you needed to send a letter, I would have not been nearly so concerned if this letter simply stated that the Fisher communication was not from AESF National.  You could also stated that some of the “AESF for the Future” candidates were not candidates selected by the Nominating Committee but may be choosing to run from the floor at the Council of Delegates Meeting during SUR/FIN.  The remainder of the letter was completely not required.

Point #2 states “Most of the persons identified in the Fisher communication are NOT currently official candidates for AESF national officer or board positions…”  The word “Most” clearly does not include all of the candidates in the Fisher communication or website.  This statement makes no reference to the FACT that Mike Faulman and I are official candidates selected by the AESF Nominating Committee.  It could easily be argued that the statement would “suggest” any of the candidates listed in Paul Fisher’s communications are not candidates selected by the Nominating Committee.  I know for FACT that Paul Fisher has submitted his documentation to AESF National and has been notified he is eligible to run for any position in National AESF from the floor at the Council of Delegates Meeting during SUR/FIN.  These issues must be corrected.  At this time I am unsure if Ted Mooney, Ira Donovan and Bob Goulet have completed this requirement.  The FACTS concerning these three men should also be listed correctly.

Concerning Point #3, NASF does not have a clear plan for AESF to withdraw from the Industry Reorganization Agreement and if there were a plan, AESF would NOT have anything to take with it but a name.  The next three paragraphs will clarify the reasons for this one simple statement.
 
Point #3 of your letter is nothing less than a complete deception and could be the basis for legal action if a group of AESF members wanted to withdraw AESF from NASF if consolidation is approved by the Council of Delegates.  The truths in these statements are that AESF as a corporation will continue to “exist” if the Industry Reorganization Agreement is approved and it will be placed on a “back burner” within the AESF Council.  The deception is there will be nothing left to take off the back burner.

All or substantially all of AESF assets will be donated to the Foundation” is written in item 7 of the preamble of the Industry Reorganization Agreement.  The Foundation listed is the Metal Finishing Foundation which will be renamed The AESF Foundation and indirectly controlled by NASF Board of Directors by the Foundation’s Board of Trustees.  Donation as defined by Webster’s Dictionary is “a gift, esp. of money, to a society or institution ~ the act of making such a gift”.  A “gift” clearly indicates the AESF legal entity has no further ownership of the existing assets.  All of AESF assets including SUR/FIN, the education courses, AESF Research Fund, AESF Scholarship Fund and all other monies will be not be connected to the remaining “back burner” AESF legal entity and will not be a part of an AESF withdrawal from the Industry Reorganization Agreement.

The Industry Reorganization Agreement documents do not have any clearly defined method for one of the groups to withdraw from NASF once the agreement is completed.  This point has been completely ignored by the NASF Transition Board because in the words of Joelie Zak during a meeting with the Florida AESF Branches “The Transition Board did not focus on a method of failure”.  AESF cannot make statements to the membership to indicate otherwise.

Furthermore, AESF legal entity (not the Foundation but the corporation that will reside within the AESF Council of NASF) is presently a 501(c)3 corporation as defined by the IRS.  NASF will be a 501(c)6 legal entity.  Because AESF legal entity (also called AESF Corporation by some people) will be a subgroup of NASF, it may be required to surrender the 501(c)3 status and become 501(c)6.  Furthermore, there is a serious question if the existing AESF legal entity can remain a member corporation since all of their existing members would be redirected to NASF.  These changes of legal tax status may not be important for AESF Corporation as part of the Industry Reorganization Agreement.  These changes could be a serious issue in the future should AESF choose to withdraw from the agreement.  Some of the tax advantages AESF has enjoyed as a 501(c)3 public benefit corporation would not apply as a 501(c)6 trade association.  The significance of these differences should be discussed so everyone is aware of potential changes.

Item #3 of your letter also protests that AESF is not dissolving.  I agree with this point, with a disclaimer.  What AESF is actually accomplishing is a merger with three other associations.  Merger is defined in Webster’s Dictionary as “the combination of two companies or businesses”.  I continue to wonder how AESF can merge into a new organization and not consider it a merger.  Merger by any other name is still merger.

Therefore, I am demanding that you and National AESF issue another mass e-mail before noon EST Monday September 11, 2006 with the following key points.  Failure to execute a rebuttal will force me to act in a manner I see appropriate to honestly inform the AESF membership.

•    Jerry Phillips and Mike Faulman are official candidates for AESF Board of Directors because they were selected by the AESF Nominating Committee and have submitted all of the required documentation to run for this position.

•    Paul Fisher has submitted his documentation to AESF National headquarters and has been notified he is eligible to run for the AESF Board of Directors or a National AESF office if he chooses to run from the floor at the Council of Delegates Meeting during SUR/FIN.  This would also apply to Ted Mooney, Ira Donovan and Bob Goulet if their documentation has been sent to National AESF.

•    AESF as an incorporated entity will “exist” within the AESF Council of NASF if the Industry Reorganization Agreement documents are agreed upon by the Council of Delegates.

•    The legal entity of AESF will donate all of its assets to The AESF Foundation and will have no assets should it try to withdraw from this agreement.

•    AESF as an incorporated entity will have assigned all of its members to NASF and will have no members should it try to withdraw from this agreement.

•    The existing 501(c)3 status of AESF Corporation may be compromised and taken away by the IRS if this agreement is accepted.  AESF as an incorporated entity will be a subgroup of NASF which will be a 501(c)6 not for profit entity and therefore AESF may be ruled by the IRS as a 501(c)6 entity also.

•    Withdrawal procedures from NASF for any one single entity is not clearly defined in the Industry Reorganization Agreement or related documents.  Withdrawal from NASF by AESF is not a reality in the Industry Reorganization Agreement documents as presently written.

The previous demand is based on the fact I have and continue to believe that only FACTS should be presented to the membership to consider.  My position on this issue is not because I have an opinion on how the Council of Delegates should vote on the Industry Reorganization Agreement but because I strongly believe any statement made publicly to the membership needs to include all of the FACTS and not a slanted half truth.  In my opinion, your letter sent to the membership on September 8, 2006 includes many half truths with the purpose of deception.

Fred, I have truly enjoyed the opportunity to get to know you better during the past year.  I know you are an honorable man and have the interest of AESF near to your heart.  I respect you enough to know that once I have pointed out these obvious problems with your letter to the membership you will want to correct the damage done to all of the candidates or potential candidates and most importantly the AESF members.  Releasing a rebuttal on Monday morning will be the first step to accomplishing the goal of providing the Council of Delegates accurate information to base their decisions upon.

I will be in my office most of the day on Monday and would welcome the opportunity to discuss any questions you may have prior to releasing your rebuttal.

With AESF in my Heart and facts on my mind,

Jerry W. Phillips

Jerry Phillips

Travis Stirewalt

Re: Response to Fred Meuller's Letter to AESF Members on 9-8-06

Jerry,

My good friend. I have been actively watching the AESF drama unfold at an arms-length. I have committed to Paul Fisher that I will rejoin the AESF immediately. I have been outside of the direct plating finishing industry for nearly 5 years now but look to bring my powder coating contacts in to help the AESF grow.

I am bothered by what seem to be blatent attempts to steamroll and squash any opportunity by AESF FOR THE FUTURE to gain positive ground in the fight to make possitive -  non-merging efforts a reality. I have read the half-truths by some on the inside of the AESF organization that are pro-MERGER with the NAMF. I have the highest respect for individuals such as Paul Frank, Paul Fisher, Ted Mooney, Mike Faulman and youself and know that you are bright minds with a positive future for education and AESF growth in mind.

I strongly hope that both sides of the story are shown to current members of the AESF that will be voting as delegates. It is important for them to see (in detail) both sides. In seeing this, I am sure I know how they will vote;  against the merger.

Sincerely,

Travis Stirewalt
Regional Sales Manager
TIGER Drylac Powder Coatings
t.stirewalt@tigerdrylac.com

Travis Stirewalt, CSI, NASF
Senior Sales Manager, Eastern US
TIGER Drylac USA Powder Coatings
www.tiger-coatings.com

Ted Mooney

Re: Response to Fred Meuller's Letter to AESF Members on 9-8-06

Thanks, Travis. Many shops do both plating and powder coating and it would be great if we could integrate the education.  For example, the new RoHS trivalent chromating is causing terrible adhesion problems for many powder coaters -- but there is not a single society engaged in educating people, so it's just happening, and no society available to educate on the combination.

Travis Stirewalt

Re: Response to Fred Meuller's Letter to AESF Members on 9-8-06

Ted,

How are you my good friend?

I agree, this group effort would be excellent and could drive some excellent education opportunities.

Regarding the ROHS issues. All but one powder that TIGER Drylac manufactures is ROHS compliant. The only differing product being the ZINC RICH PRIMER. I have to say, I am not aware of adhesion issues due to compliance with ROHS guidelines. In fact, in the architectural market where AAMA 2604 and AAMA 2605 demanded chrome related surface pretreatments on aluminum are now allowing non-chrome pretreatments to be utilized. that meet these standards. As a requirement, when we test our powders on this system in 3000 hr salt spray testing, they pass exceptionally well. Could you elaborate on some of the adhesion failure issues. I would gladly look into them.

Have a great day and god weekend Ted.

Travis Stirewalt
TIGER Drylac USA
615-400-1220 cell

Travis Stirewalt, CSI, NASF
Senior Sales Manager, Eastern US
TIGER Drylac USA Powder Coatings
www.tiger-coatings.com

Ted Mooney

Re: Response to Fred Meuller's Letter to AESF Members on 9-8-06

I apologize for dragging this discussion off topic, Travis. What I was referring to actually is that a lot of items are zinc plated and chromate conversion coated by a plating shop, then powder coated. The switch to trivalent chromate by the plating shop in many cases causes adhesion problems for the powder coater, and it's not the powder coating shop or powder supplier causing the problem, it's the fact that the trivalent chromate conversion coating can't take baking.  As I say, off topic and sorry, we can take it up in a different thread at a different time. But I'm very glad we can count on you to come back to AESF after things have been made aright at Sur/Fin.

Travis Stirewalt

Re: Response to Fred Meuller's Letter to AESF Members on 9-8-06

Ted,

Agree, we got a bit off topic but that is ok - shows that the AESF has members that are responsive and ultimately, are solutions oriented with their fellow finishers.

I also want to make a statement, normally, I would not wait to join the AESF now that I have made my decision to join, I am just really concerned about where and what my money will be used for in all of this chaos. I want to support the AESF that I know and worked hard for for years.

Heck, Ted, you and I, along with a few others in our companies, blazed the Internet technology trail for the entire finishing industry. We hosted the first web sites of hundreds of companies while the technology was still in its infancy. We trained hundreds of individuals on the importance of the Internet and how to use it to their personal and business advantage. That is what the AESF is all about. We worked together on so many levels even as competitors and the AESF was the glue that held us all together.

IN MY OPINION, the success of the AESF boils down to personal commitment (not corporate commitment) by bringing your individual skills, education and talents and sharing that at a one-on-one level with your fellow AESF members. This is what advanced the AESF. I learned so much more from fellow AESF members, all of this knowledge passed down is priceless.

Anyway, feel free to start a thread in the powder coating section regarding the pretreatment issue. Lets see if I can get some assistance on this issue for us ok. Take care Ted

Travis

Travis Stirewalt, CSI, NASF
Senior Sales Manager, Eastern US
TIGER Drylac USA Powder Coatings
www.tiger-coatings.com

Southern Metal Finishing

Re: Response to Fred Meuller's Letter to AESF Members on 9-8-06

[color="Navy"]Well said Travis......  we have certainly missed your involvement and the dynamic collaborative element that you've always brought to the committees that you volunteered for in the past.  If we (AESF) had only treated Powder Coating Professionals as "Suface Finishers", instead of focusing most of our energy on lobbying efforts, I'm sure that your company would have approved your continued involvement, and there wouldn't be a question as to where your money would be used.

May the AESF Rest in Peace!

-Paul[/color]