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Board Meeting

April 16, 2000

4/16/00 12:38:16 PM,Nancy, Shirley called last night and is out of luck re internet connection. We are going to call her, so Ron will have her on the phone and is here at my PC. I will be speaking (typing) for all 3 of us!
4/16/00 12:39:22 PM,Nancy,Jurian, I talked to Ernie this morning, and he is ready to build. If we skip the power backup and TX/port thingie (as not decided yet how to link to the internet) and software (RedHat, etc.) then we should be sending him $2,250 (a bit more than he needs, cost + tax) to start.
4/16/00 12:39:49 PM,Nancy,He told me that you and he came up with the same hardware, independently, basically, and that made me feel good. As they say, great minds think alike :-)
4/16/00 12:40:30 PM,Jurian,yeah, OK :-)
4/16/00 12:40:41 PM,Jurian,well I have that mainboard here.. and it just kicks butt :)
4/16/00 12:41:30 PM,Jurian,and RedHat is free if you download it (legally!) so doesn't cost anything :)
4/16/00 12:42:08 PM,Nancy,Jurian, getting the software, and getting the servers online so you can load and tune them, is another day's nightmare. Hardware first, etc., my thoughts.
4/16/00 12:42:30 PM,Jurian,yeah, but we have to make sure the hardware is linux compatible :)
4/16/00 12:42:43 PM,Jurian,so if possible, no USB stuff
4/16/00 12:43:01 PM,Jurian,cause linux USB support isn't 100% finished yet
4/16/00 12:43:15 PM,Jurian,and a normal keyboard will work just as well (or better, in this case) :)
4/16/00 12:43:31 PM,Nancy,Yes, he said to skip the mouse, etc.
4/16/00 12:43:42 PM,Jurian,yeah, no need for a mouse :)
4/16/00 12:43:58 PM,Jurian,don't even need a monitor or keyboard.. only while installing it :)
4/16/00 12:44:01 PM,Nancy,Jurian, I will tell him!
4/16/00 12:44:12 PM,Jurian,OK :)
4/16/00 12:44:40 PM,Jurian,btw, someone over there will have to install basic system.. cause it's kinda hard / impossible to install it from here :)
4/16/00 12:45:04 PM,Jurian,I can, of course, help with that, over IRC, or NetMeeting or whatever :)
4/16/00 12:45:24 PM,Nancy,Jurian, we're counting on that!
4/16/00 12:45:33 PM,Jurian,OK :)
4/16/00 12:51:47 PM,Jurian,by the way, I think we'll need to buy a license for real video server, want me to look into it?

4/16/00 12:53:55 PM,Nancy,Ron just arrived, so I'm calling the meeting to order. Please come to order, we have a quroum +1.
4/16/00 12:54:31 PM,Nancy,As I mentioned on the e-mail announcing tha Agenda, I don't want to spent time on Item 1: Status unless there are questions. Questions?
4/16/00 12:55:10 PM,Jurian,no questions here
4/16/00 12:55:18 PM,Clipper,No questions here.
4/16/00 12:55:27 PM,Nancy,Moving onto Item 2 while awaiting questions. I updated the Agenda this morning, and Ron posted his Quarterly Financial Statement last night.
4/16/00 12:55:39 PM,Nancy,In sum, we have spent, or designated, all available funds.
4/16/00 12:56:24 PM,Nancy,We have $17,280 cash in the bank, have an Accounts Payable of $796, so have a true available of $16,483.
4/16/00 12:57:25 PM,Nancy,I did a computation exercise yesterday (kind of a running audit on Ron's Quickbooks), wherein I concluded we should be holding in reserve some $16,493. Only $10 difference.
4/16/00 12:58:21 PM,Nancy,Ron's Accounts Payable includes all items spent but not yet approved (covered in the Minor/Maint discussion in Item 3), so we can reimburse expenses outlayed, but just not incur any more bills until additional funding comes in.
4/16/00 12:58:56 PM,Nancy,Questions?
4/16/00 12:59:07 PM,Jurian,none here
4/16/00 12:59:35 PM,Gerard,not from me either
4/16/00 1:00:10 PM,Nancy,The held funds are: CPA Audit fund $200 ($100 of $300 spent), $313.43 of $500 for annual A&O, $6,655 antenna, plus $1,100 other radio stuff (cont.)
4/16/00 1:00:59 PM,Nancy,$3,000 (down from $4,000) for server construction, $3,500 for storm shelter, (cont.)
4/16/00 1:01:42 PM,Nancy,total of $1,225.14 for Seed TEAM from Kelso, and $700 for tiller trailer, (end)
4/16/00 1:01:50 PM,Nancy,Any questions?
4/16/00 1:02:27 PM,Clipper,None
4/16/00 1:02:30 PM,Nancy,I'll take Item 5 here, and state that I have been reassured that our mid-year funding of $10,000 is still coming (nothing in hand yet) and there may be more.
4/16/00 1:02:33 PM,Gerard,none
4/16/00 1:02:59 PM,Clipper,This is good
4/16/00 1:03:18 PM,Jurian,yeah
4/16/00 1:03:33 PM,Nancy,Moving onto Item 3. I drafted a Policy on minor/maint expenses, in line with the discussion we had last Board Meeting. I also did a table suggesting an allocation for each ongoing project. Questions on this material?
4/16/00 1:04:33 PM,Clipper,I like the annual dollar amount.
4/16/00 1:04:37 PM,Nancy,The Policy allows for a % of the total outlay (as for instance the Radio antenna or storm shelter or servers, which may have unforseen expenses but this is likely to occur only once, during construction).
4/16/00 1:06:20 PM,Nancy,A second type of allocation would be a dollar amount, or an annual allocation. Annual might be for Seed TEAM, and I had no instance where a single $ amount would be best, but maybe if one was not sure of the orginal cost (as we are pretty sure for the antenna) a dollar amount might be better than a %.
4/16/00 1:06:51 PM,Nancy,I would entertain a motion to approve the Policy, and/or the allowance recommended for the ongoing projects.
4/16/00 1:07:06 PM,Nancy,We have no funds for these allocations, but when the funding comes in, this would be filled, etc.
4/16/00 1:07:43 PM,Roger,I move to approve the Policy as outlined in item #3 of the agenda.
4/16/00 1:07:43 PM,Nancy,Of course, if any of these % or annual amounts are too high or low, this can be addressed by the Board, etc. It's expected that fine tuning would occur.
4/16/00 1:08:16 PM,Clipper,I move we aprove an annual dollar amount per project to be used as petty cash for that project.
4/16/00 1:09:07 PM,Nancy,I would also entertain a motion to approve the outstanding expenses noted as links from the Agenda. This includes, for instance, gas and meals on road for Roger, starter pots and soil for some 500 starter plants to become seed on the loaned land Ron is tilling, etc.
4/16/00 1:09:52 PM,Clipper,I move we approve the outstanding projects
4/16/00 1:10:06 PM,Jurian,I second both motions
4/16/00 1:10:35 PM,Nancy,Clipper, I detailed a suggested dollar amount, did you want this changed? Also, antenna or servers are unlikely to need an annual account, but will need an account during construction.
4/16/00 1:11:15 PM,Clipper,I should have stated as outline in item #3.
4/16/00 1:11:43 PM,Nancy,I'm assuming Jurian is seconding Roger's and Clipper's first. Let's take Roger's first. A motion had been made and seconded to approve the Policy as drafted in Item 3. All in favor say Yes, opposed say No.
4/16/00 1:11:57 PM,Clipper,Yes
4/16/00 1:12:02 PM,Jurian,yes
4/16/00 1:12:03 PM,Nancy,Yes
4/16/00 1:12:05 PM,Roger,yes
4/16/00 1:12:06 PM,Nancy,Ron says Yes
4/16/00 1:12:10 PM,Nancy,Shirley says Yes
4/16/00 1:12:15 PM,Gerard,yes
4/16/00 1:12:21 PM,Nancy,The motion passes.
4/16/00 1:13:02 PM,Nancy,Clipper has restated his motion which Jurian seconded. A motion has been made and seconded to approve the allocation allowance as stated in the table in Item 3. All in favor say Yes, opposed say No.
4/16/00 1:13:14 PM,Clipper,Yes
4/16/00 1:13:16 PM,Gerard,yes
4/16/00 1:13:19 PM,Nancy,Yes
4/16/00 1:13:29 PM,Roger,yes
4/16/00 1:13:52 PM,Jurian,yes
4/16/00 1:14:06 PM,Nancy,(Note, Ron is reading Shirley the allocations, so she knows what she is voting on)
4/16/00 1:14:40 PM,Nancy,Clipper moved that we approve the outstanding charges. Any second on that? Any questions?
4/16/00 1:14:51 PM,Jurian,I second that motion
4/16/00 1:15:22 PM,Nancy,A motion has been made and seconded to approve outstanding charges as outlined in links from Item 3. All in favor say Yes, opposed No.
4/16/00 1:15:28 PM,Clipper,Yes
4/16/00 1:15:29 PM,Gerard,yes
4/16/00 1:15:38 PM,Nancy,Ron and Shirley both vote Yes to approve the allocations as outlined in Item 3.
4/16/00 1:15:48 PM,Roger,yes
4/16/00 1:16:00 PM,Jurian,Yes
4/16/00 1:16:18 PM,Nancy,The motion to approve allocations allowances passes.
4/16/00 1:16:26 PM,Nancy,Yes
4/16/00 1:16:34 PM,Nancy,Ron and Shirley say Yes.
4/16/00 1:16:53 PM,Nancy,The motion also passes to approve outstanding charges.
4/16/00 1:17:41 PM,Nancy,Moving on to Item 4. I am uncomfortable with the current approach of reimbursing me, as the headquarters site owner, for this or that expense.
4/16/00 1:18:07 PM,Clipper,Explain
4/16/00 1:18:17 PM,Nancy,It is not clear if the nonprofit is benefiting, or if self-dealing is occurring. I feel that a better approach is to quantify use, so this is clear.
4/16/00 1:18:54 PM,Nancy,In other words, for me to say I'm broke, and I spent this or that on the place, and the nonprofit uses this or that, then it seems I'm going to daddy for money when I need it.
4/16/00 1:19:41 PM,Nancy,If I say, a hotel charges $60/night, and the meals per day standard is $21/day, so I want to charge $20 for a stayover and $10 for meals for the day, this is reasonable.
4/16/00 1:20:13 PM,Clipper,Agreed. The fair use reimbursment seems like a good idea.
4/16/00 1:20:13 PM,Nancy,In fact, I have NOT been reimbursed for groceries, hot water, heat, electricity, doing the laundry, doing the dishes, cooking, cleaning, etc. and all this takes time and costs money.
4/16/00 1:21:08 PM,Nancy,This way an outside auditor can see where the funds when to, and compare it to standard rates, and one can get a handle on the benefits that the nonprofit is getting for it's money, essentially.
4/16/00 1:22:11 PM,Nancy,I have drafted a Policy statement for headquarters use, guests staying to help with the work efforts or prototypes. Questions or comments on this Policy draft?
4/16/00 1:22:36 PM,Clipper,No questions here.
4/16/00 1:23:26 PM,Roger,It's very reasonable.
4/16/00 1:23:31 PM,Nancy,Let's play some scenarios here. Ron is Radio Principal and Project Manager. He wants an AARP guy to come for a week. The cottage is open, or guest room is open.
4/16/00 1:24:27 PM,Nancy,He asks the Residence Manager (me) if the rooms are free and the like. I book it up, make the beds, etc., and all occurs. If this cost is within Ron's allocation of expenses for Radio project, then he has the funds, etc.
4/16/00 1:25:37 PM,Clipper,In the headquarters area, are there any rules or laws concerning bed taxes, acting as a hotel, ect.?
4/16/00 1:26:05 PM,Nancy,Scenario 2. A hydroponics expert wants to come to help Ichi with pH problems. He only travels with an entourage of 20, including his girlfriend. The Residence Manager refuses. He books a hotel, and the nonprofit reimbruses him HIS costs out of Ichi's allocation for minor expenses, etc.
4/16/00 1:26:46 PM,Nancy,Clipper, people rent rooms and charge room and board to family members or whatever all the time. I think it is different if open to the general public. This is not the case.
4/16/00 1:27:02 PM,Clipper,Just checking.
4/16/00 1:27:44 PM,Clipper,Here, where I live, Uncle Sam wants every penny he can get from such places as bed and breakfasts, hotels, etc.
4/16/00 1:28:36 PM,Clipper,Maybe some sort of statement stating you are not a hotel, motel or bed and breakfast would be good.
4/16/00 1:28:42 PM,Nancy,I outlined in Item 4 a To Date link which plays the expenses reimbursed to me, as site owner, for the cottage or front room (well, this includes the $855 reimbursed to Clipper), against the room usage to date. This is approximately $1,230 against a total of $3,880. So one can get a feeling for this Policy, if applied.
4/16/00 1:29:39 PM,Nancy,Well, we are what we are as outlined in the Articles of Incorporation. No other business has been started. A hotel or motel or B&B must be licensed, I believe.
4/16/00 1:30:22 PM,Nancy,The Village here knows that we get visitors, like Ichi or Jan who visited from Norway, and was only concerned about off-street parking, etc.
4/16/00 1:30:35 PM,Clipper,Yes, and that is why I brought that up. We don't want anyone saying we are operating a bed and breakfast when in fact, we are not.
4/16/00 1:31:16 PM,Nancy,If there is no further discussion, then I'd entertain a motion to approve the Policy on guests staying at the headquarters, as drafted in Item 4.
4/16/00 1:31:38 PM,Nancy,While waiting for all that to occur, I'll move on to talking about Item 5.
4/16/00 1:32:00 PM,Clipper,I make a motion that we approve the policy on guests staying at the headquarters, as drafted in item #4.
4/16/00 1:32:12 PM,Roger,I second the motion
4/16/00 1:32:49 PM,Nancy,Ron also moves and seconds :-). A motion has been made and seconded that we adopt a use policy as outlined in Item 4. All in favor say yes, opposed No.
4/16/00 1:32:57 PM,Nancy,Ron and Shirley Yes
4/16/00 1:32:57 PM,Gerard,yes
4/16/00 1:32:58 PM,Clipper,Yes
4/16/00 1:33:00 PM,Nancy,Yes from Nancy
4/16/00 1:33:28 PM,Roger,yes
4/16/00 1:33:41 PM,Jurian,yes
4/16/00 1:33:52 PM,Nancy,Shirley has raised the issue of property tax, whether the nonprofit should compensate the site owner for this.
4/16/00 1:34:17 PM,Nancy,Ron has stated to her that since a $40/month rental for each of the offices occurs, this includes taxes and utilities, etc.
4/16/00 1:34:29 PM,Nancy,The motion passes.
4/16/00 1:35:29 PM,Nancy,When we incorporated as a nonprofit and applied to the IRS for exemption from income taxes, I recall the statues saying that if more than 10% of the funding comes from a single individual, the nonprofit can be considered a private foundation (cont.)
4/16/00 1:36:13 PM,Nancy,not a public benefit corporation. So .. this is the main reason for the Bylaws having a rule that any large contribution be approved by the Board, so we can control this.
4/16/00 1:36:56 PM,Nancy,I've made an appointment with the CPA firm that works with nonprofits and reviewed Ron's books (for only $100!) to discuss this, as it appears to be a common concern.
4/16/00 1:37:19 PM,Nancy,My thinking is that if a donor does not have CONTROL (not on the Board, etc.) that it is mute, but we'll see.
4/16/00 1:37:30 PM,Nancy,By next Board Meeting, I should have the results from that meeting.
4/16/00 1:39:38 PM,Nancy,If we get additional funding, I don't think this will come until June, anyway.
4/16/00 1:40:10 PM,Nancy,Item 6 is a heavy item, no votecall this time (at least this is my intent), as we don't have the funding anyway for any compensation for efforts.
4/16/00 1:40:10 PM,Clipper,I think you have done the correct thing.
4/16/00 1:40:36 PM,Nancy,I wanted to address this now, in light of the contact that has mentioned to me that more than $10,000 might be forthcoming!
4/16/00 1:41:30 PM,Nancy,Eventually, we could expect to have enough funding to pay full time workers a modest salary, with benefits. However, this would be a chunk!
4/16/00 1:42:14 PM,Nancy,In the meantime, how to we reward those who work thousands of hours on the nonprofit, as opposed to those who support it with a handful of hours each month, or ad hoc on a day or two a year, etc.?
4/16/00 1:42:40 PM,Nancy,I'd like this to be an active discussion, so will fall silent here. Please discuss!!
4/16/00 1:43:43 PM,Clipper,The idea of just compensation for work done appeals to me, but isn't it the idea that the work be done by volunteers?
4/16/00 1:44:09 PM,Clipper,Unless of course, we officialy hire someone.
4/16/00 1:44:09 PM,Roger,When I joined the seed team and realized the need for another Hub, I did not volunteer with the hope that I might be reimbursed or paid in any way for time spent.
4/16/00 1:44:51 PM,Clipper,When I built the new steps for the Inc, I did this as a volunteer. Not expecting compensation.
4/16/00 1:44:56 PM,Roger,Official hires would naturally need to be paid. Consultants as well, but not volunteers
4/16/00 1:45:28 PM,Clipper,They would no longer be volunteers.
4/16/00 1:46:26 PM,Nancy,How do we address the fact, for instance, that Ron moved to an area where being hired for his line of work is not possible, in order to cut trees down and till and build worm beds, etc. He works, has worked, hours in the 1,000's! Who can compare to that?
4/16/00 1:46:44 PM,Clipper,I have seen and understand all the work that has been put forth by many, especially Ron and Nancy.
4/16/00 1:47:03 PM,Nancy,Nonprofits pay their Board and Officers, unless small.
4/16/00 1:47:12 PM,Clipper,He did this as a volunteer.
4/16/00 1:47:15 PM,Gerard,But getting compensation is not the same as getting a month's pay from a regular job right?
4/16/00 1:47:24 PM,Nancy,Outside Board members, who are asked to join for the substance they bring, get paid.
4/16/00 1:48:41 PM,Clipper,Not sure I follow your last statement Nancy.
4/16/00 1:48:45 PM,Nancy,It plays on number of hours. Ron is spread over numerous project. Ichi is coming to work exclusively on the basement projects, at his own expense, where he is a professional chef. These are sacrifices! Volunteers who have a life, conduct their lives and only do a few hours on the side, DO NOT COMPARE!
4/16/00 1:49:18 PM,Nancy,Gerard, correct. Compensation is like a gift, for past work. A bonus of sorts.
4/16/00 1:50:00 PM,Clipper,Then, would they not be employees instead of volunteers?
4/16/00 1:50:17 PM,Nancy,Clipper, if the Board asked President Clinton to join, for various reasons, he should get a nominal salary for this. If you ASK them to join, etc.
4/16/00 1:50:59 PM,Clipper,This would be for future projects?
4/16/00 1:51:01 PM,Nancy,Not for compensation per say, which is like a gift. It is income they must report, like a gift. They are not de facto employees because of this, etc.
4/16/00 1:51:52 PM,Nancy,Clipper, in Item 6, I suggested we look at past work. Ron has worked 1,000 hours or better, very hard worker, on getting ALL the projects here ongoing.
4/16/00 1:52:20 PM,Nancy,For instance, Roger put in 3 days hard work, you also 3. I put in 2 days a month regularly on nonprofit webbing, put in weeks on the 1023, etc.
4/16/00 1:53:24 PM,Nancy,Now, how does that compare against Gerard's quick fingering to be Internet Com or your few hours of work to seek web solicitation sites? How does this compare against Shirley's hour or two reviewing the board log against Minutes?
4/16/00 1:53:38 PM,Clipper,Don't get me wrong, I think those on the list should be compensated.
4/16/00 1:54:14 PM,Nancy,I'm trying to quantify! Geson did the home page web design. Michel did the graphic on the home page. Each of us does a bit of time here and there. I'm talking about regular/outstanding/self sacrifice type of contribution!
4/16/00 1:54:30 PM,Clipper,And if I am not mistaken, in the past, we discussed that when we could afford it, we would compensate some for their efforts. Especially Ron.
4/16/00 1:55:05 PM,Nancy,I don't know how much time Geson spend on the TV film clip, but I do know that you'd pay $5,000 at least for this! More likely $25,000! I'd like to see him get $1,000, which is a pittance, but at least a thanks.
4/16/00 1:55:50 PM,Clipper,I am trying to make sure it does not look like self dealing.
4/16/00 1:56:31 PM,Nancy,Clipper, how would you guard against self dealing then? Come up with a method.
4/16/00 1:56:57 PM,Nancy,Ron says, "I move that we table this discussion, to be continued amonst the Board Members".
4/16/00 1:57:22 PM,Nancy,"via private e-mail".
(at this point, a serious NetSplit occurred and the meeting was ended as essentially concluded.)