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Board Meeting

August 20, 2000

1. Project Changes - Vote or NOT
Offers to help on projects have been received from three new individuals. Barry Setzer, a productive grower on the seed TEAM, is in the center of a new CSA and has offered to document the steps to setting up a Community Garden. This would be a new project. A planned Brochure, short and long version, was accidentally omitted from the list. Shirley, Michel, and Nancy are already working on the content. The Backpack Survival project has been renamed to the On Foot project, and Michael Murphy assigned to compile the contents. The Fermentation and Composting projects have a volunteer in John Dixon, who will document and experiment as needed. Ron is suggesting the composting project be removed, as not needed. Gabe Monroy has volunteered to be a consultant on the Hydroponics project. The President is recommending the project list and pages be updated, as noted.
2. Officer and Board Changes - Vote or NOT
The President is tendering her Resignation, as of this Board Meeting, and giving a brief outgoing report on the State of the Corporation. Three new Board Members have been elected during a mid-year election, bringing considerable strength to the Board. Due to the strength of the Board, and the doubling of the membership just this year with many Board Members new to the membership, the outgoing President is recommending a Transition Approach that will provide continuity. The Bylaws allow the Board to function as the President, but require an election within 30 days of a resignation. Nancy is offering to set back into a VP position, as backup and to act as proxy to the Board as needed, and to formally fill the Internal Auditor function she has informally filled this year. Rather than rush to an election that would fill the Presidency, perhaps with a relative unknown, who would only serve a couple months before the regularly scheduled elections, the outgoing President is recommending an alternative approach. Allow select Board Members to compile the agenda and chair the meeting, during the forthcoming months, so the membership sees them in action and becomes more familiar with their style and effectiveness.
3. Bylaw Changes - Vote or NOT
During this past month, during increased activity on many fronts, several Bylaw inadequacies were noted. Where the membership is given the right to remove a Board Member, the route by which such a removal is to occur is not defined. Clarification on Member Referendums should be made to the Membership Article. When the nonprofit was incorporated, the Troubled Times web site was aggressively building content and open to contributions on many fronts. As the web site matured, the opportunity to contribute became limited. Individuals are stepping forward volunteering to contribute directly to corporate projects. The Membership Application Criteria should be expanded to include such contributions for eligibility. A conflict exists in the Bylaws, where it is stated the President cannot disburse funds but is also required to co-sign checks over $500. This Bylaw Check was inserted when no strong Internal Audit function existed, no CPA audits or reviews were in place, and the Treasurer was physically distant from any oversight available to the corporation. This conflict should be removed, in preference to utilizing the Internal Audit function aggressively and Board authorization requirements.
4. Project Management Policy - Vote or NOT
Most organizations have a Policy Book that exceeds the Bylaws in bulk. Policies are never in conflict with the Bylaws, but support them with operational minutia which can change from time to time. Over the course of it's lifetime, the corporation has, by Board actions, in fact developed several policies - the Unwritten Policy. The Board is now being presented with new policy recommendation on Project Management of corporate projects, which has been much under discussion this past month. A new Board Member, Shaul, has drafted a Binding Agreement. This new policy and attendant Binding Agreement is ready to be authorized by the Board, or amended, so implementation can proceed.
5. Trade Study Criteria - Discussion
In past Trade Study done by Ron in 1999, the criteria used was determined by Ron. As the number of projects before the Board increases, this industry tool can be used to evaluate the projects based on priorities and criteria set by the Board, with the results presented to the Board. The Board is requested to compile their own criteria. This agenda item is anticipated to be continued at future Board Meetings, and is for discussion only during this meeting.