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Board Meeting

August 24, 2003

Session Start: Sun Aug 24 18:03:40 2003
(Brent) OK, the meeting is officially called to order....
(Jan) One final comment only: I only go where the evidence & facts points, nowhere else. Let's end this conversation and start the meeting
(Brent) Item 1 minutes of the last meeting.......comments?
(Roger) None here.
(gerard) none
(NancyL) If Jan's comment gets into the record, then I want my comment just ahead of that included. Re /nancy475.htm
(NancyL) None here.
(Jan) I have one comment to the minutes
(NancyL) That comment was ' ../teams/rogue/nancy475.htm Lens flares do not set behind the tree line. '
(Jan) Agenda item2 does not show that what I asked for was the 2002 Annual Report as stated in our bylaws. It does not show either that no formal vote wasdone on the subject
(Brent) Jan - true. Item 2 was treasurers report and 2Q report from Nancy. What would you like to do about this? The nonprofit is in major transition at this it really necessary now?
(NancyL) Jan, as I read the Bylaws, in view of our very limited activity in 2002, always noted in the Board meeting log and minutes, etc, there is nothing NOT known here.
(Jan) I want the records to show that I as Internal Auditor have requested the Treasurer's input to the 2002 Annual Report, and that the board decided against this, but without a formal vote.
(NancyL) Assets, revenue, etc were essentially unchanged except for booklet production and support.
(NancyL) The Bylaws state 'The Annual Report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of
(NancyL) the corporation that such statements were prepared without audit from the books and records of the corporation.
(Jan) Nancy, if they were essentially unchanged, then report what it was by December 31. But wasen't assets depreciated by USD 12.000?
(NancyL) And it does not require a certified report from a CPA firm. I will state that the report made at the end of 2002 was correct.
(NancyL) Now, WHAT in the Bylaws re 2002 are you not happy with?
(Brent) noted Jan....however the board had no such objection to your request. And Nancy DID a treasurers report. The annual report would only reflect what Nancy mantioned above: minimal activity except for the booklet production.
(Jan) However, I do not want to get into this kind of discussion again, as it is obvious it will take us nowhere. Just record by objection and get on with the issues for this meeting.
(NancyL) Jan, as I stated in the last board meeting, depreciation was not done since, as I recall, 2001, and I believe this was at 10% per year, but is THIS the issue you are fussing over? The paper value of our assets?
(NancyL) Should the value of the assets need to be determined, we could gen up the numbers.
(Jan) Brent, that treasurer's report did not include what is detailed in the bylaws. It is detailed out in Article 7, Section 5.
(NancyL) Which is?
(Jan) Anyhow, as I said, let's get on with this meeting. My objections were recorded in the log for the last meeting, and the minutes should be amended to show this.
(Jan) (a) the assets and liabilities, including the trust funds, of the corporation as of the end of the Fiscal Year;
(Jan) (b) the principal changes in assets and liabilities, including trust funds, during the Fiscal Year;
(Jan) (c) the revenue or receipts of the corporation , both unrestricted and restricted to particular purposes, for the Fiscal Year;
(Jan) (d) the expenses or disbursements of the corporation, for both general and restricted purposes, during the Fiscal Year;
(Jan) (e) any transactions involving members of directors or officers, the reporting of which may be required by the laws of the State of Delaware or the Internal Revenue Service.
(NancyL) And we go in a circle. As I said, none of this was outside of Board discussion, activity so low, all donations accepted by the board except the $5 each contribution for each booklet (below cost).
(Brent) OK what's missing Jan?
(NancyL) So, 2002 is limited activity, very well known, and not outside of what is already documented in our Minutes!
(Brent) Agreed...
(Brent) With minimal activity, it seems all has been covered in various reports, discussions, and the minutes. Shall we move on? Please?
(NancyL) I'm ready.
(Brent) Are the minutes of last meeting ratified as correct?
(NancyL) Yes, from Nancy
(Brent) Shirley: Yes
(Brent) Brent: yes
(Roger) yep
(NancyL) Gerard is not back from getting coffee yet?
(gerard) yes
(Brent) Jan, how do you feel about the minutes only?
(Jan) Sorry - had to say goodbye to some guests
(Jan) Brent, as to the minutes: No. Ref my initial comment on this.
(Brent) OK, minutes are ratified as correct in content, with the original objection noted from Jan.
(Brent) Item 2: Future of the nonprofit following the membership vote. Comments?
(Jan) As to what is missing, it is the full set of treasurer's reports as copied from the bylaws above. However. let's get on with today's meeting.
(Roger) Last word Jan?
(Jan) As in famous last words?
(Roger) Re: item 2, I've had 6 requests for booklets since the last meeting.
(NancyL) Brent, I want to comment first that I thought the input from the membership was suprisinly elloquent and full bodied, not passive as expected, during the votecall.
(NancyL) I note in particular Stephen, Mike, and David's postings.
(NancyL) Not to sound like a broken record, but I would like to suggest again putting before the membership this discussion.
(Roger) Two requests asked for remittal information. One request was forwarded from Nancy as already paid.
(NancyL) I note in Section 2: Objectives a list of objectives that seem very appropriate.
(NancyL) I personally think the pole shift is right around the corner, but in view of the membership votecall, will restrict this discussion to exclude that.
(NancyL) IF we remove the pole shift references, this list is very appropriate for the current times!
(Roger) The disappointment is that only 14 voted, but their inclinations are clear.
(NancyL) We had a power outage all along the St. Lawrence seaway, as yet from undetermined source, covering 2 countries and several states and provinces.
(NancyL) We have had warnings about volcanoes and calderas awakening.
(Jan) Of those 14, 12 wanted the non-profit to continue. What a crowd!
(Roger) Removal of those references doesn't change much as to our purpose, it is only a means for defining our continued existence without a preset deadline.
(Brent) True and I agree....we need to follow the memberships input.
(NancyL) Crop shortages in Europe will be devastating.
(NancyL) In short, this list should be a starting point, my suggestion, for discussion among the membership for MOST important items, so we can determine how we line up with that priority!
(NancyL) End rant from Nancy.
(Brent) hehehehe
(NancyL) Roger, yes, aside from folks being able to download the print themselves, I get email all the time saying they never thought it possible, but are getting very nervous because of this or that recent earth changes, and are now planning and preparing, etc.
(NancyL) Thus, I think, the booklet request.
(Jan) And what is the nonprofit to do from here on? How will new activity be generated?
(NancyL) This booklet has been called our crown jewel, which I think it is also.
(Jan) I believe the booklet is our only jewel, is it not? Which other assets to we have, except for some agricultural equipment?
(Brent) Shirley says: yes, what is the nonprofit to do from here?
(Roger) I agree. The seed stock is another achievement to our credit; however, this stock is aging and some varieties will have very low germination (onions, for instance).
(NancyL) To address Jan's comment, since he comes from only the negative view, I will present what a positive focused management would do:
(NancyL) 1. determine objectives first, 2. take action at that point.
(Brent) Shirley says: with credibility low, and no donations coming in, funds for the booklet will run out soon. Then what?
(NancyL) Once the membership has defined the priority list, then as a manager I would line up what we are CURRENTLY doing with that, and see where changes need to be made.
(NancyL) Once that has been determined, not rocket science, then how to present to the world for increased activity can be determined.
(gerard) Right, Shirley. Then what?
(NancyL) I personally think the pole shift will be upon us suddenly and well before any of that, but this would be the approach given the context of 'no pole shift' per the votecall, etc.
(Roger) Our costs, for the moment, are at a minimum. Our current funds should last for several months, even with expenses to change some pages in the booklets.
(NancyL) For instance, there is GREAT distress over the current earth changes and zero being addressed by the governments of the world!
(NancyL) Eliciting more volunteer efforts on projects, finding easy internet ways to broach these subjects, all this can be addressed once we have established a new "mission" and priorities.
(Jan) Nancy, you sound like we had a vote from thousands or hundreds of members. It was 14 votes alltogether, including the board! Where is the basis for all these wonderful activities?
(Brent) With our credibility at this low point, I don't see volunteers stepping forward very soon....
(NancyL) Brent, to address Shirley's question, this is no different from the early days of the nonprofit. IF you have a mission that addresses concerns, then it works out.
(Roger) An interesting side note. I had an eye exam yesterday and my doc noted signs of damage to the white of my eyes as well as something in the lenses that could eventually lead to cataracts. I've not been outside without UV protective sunglasses since I was last examed (in February).
(NancyL) I'll bet, for instance, that family garden growing might have taken a big leap since the early days. NOW food prices are rising, and fear likewise.
(gerard) Roger: that doesn't proof X btw ...but to bad about the damage
(NancyL) Jan, you sound like YOUR view had support. 2 of 14 is what percentage?
(Jan) Nancy, everybody can see your enthusiasm and interest in carrying on. Who else?
(NancyL) Brent, in that Troubled Times in their initial Mission Statement pretty well defined the current times, I think we are hiding our light under a candle!
(Roger) Besides, by what gauge can you determine our credibility is low? We are seeing booklet requests where there were none for several months. Is that a sign of loss of credibility?
(Jan) Nancy, ever heard the term "voting with your feet"? What do you think would be the result if we asked a larger group like TT Watch?
(NancyL) Roger, folks in Alaska are reporting skin cancer problems, so you are not alone!
(Jan) It is obvious something is up with the sun and the climate. That is no proof of Planet X or anything else, only that something is up with the climate!
(Jan) Sorry about your eyes, Roger
(Roger) Why TT Watch? Why not ask a group that has contributed the majority of the content of the booklet...namely TT Forum!
(gerard) Right Jan. About the climate
(NancyL) Jan, who else? Per Mike Lob, our most MASSIVE Troubled Times volunteer group contributor by far (hundreds of individual contribution, no lie), he is wanting to see communities better prepared. HE would be a dynamite discussion member, and stands ready it seems.
(Roger) My eyes are fine, no loss of vision of health, just some minor damage. "Keep wearing the Oakley's" was all the doc could say.
(Jan) Roger, yes, that would be a better group, but unfortunately activity has been rather low on the Forum for a long time now
(NancyL) Roger, SUPERB suggestion!
(NancyL) They are just waiting for some leadership, I suspect.
(Roger) Well, not as low as TT Inc.
(Jan) The TT Forum currently has 432 members, TT Watch 734.
(NancyL) Yup, just awaiting, and drummed into silence in the main, I might add.
(Brent) Shirley Asks: I'm wondering if it is legal for us to stay on as a board when the nonprofit is changing it's purpose and mission statement. wouldn't it be better if the board resigned en masse, and let the membership vote in a new board?
(Roger) At least the members that could/would keep the non-profit going (including, perhaps, some donations for operating costs) are there, and a few have already expressed interest in keeping the non-profit going.
(NancyL) Brent to Shirley, the change in direction only involves the need to get membership vote, which we did.
(NancyL) There is NO correlation in changing the board etc in this.
(NancyL) In fact, wrong time to change captains, unless resignations by disgruntled individuals occur.
(Roger) In fact, we aren't even proposing a by-law change.
(Jan) Brent, ref Shirley's question: I don't think we have a legal problem in this respect. However, I think that may be a good solution anyhow, as it would
(Jan) a, show if there is a basis for a continued nonprofit, and
(Jan) b, make certain that the new board was geared up for the new challenges
(NancyL) Roger, correct, in that the votecall addressed the Mission statement change, we already have the membership approval for this!
(NancyL) Just remove pole shift from those phrases, and the nonprofit continues to address these problems as before.
(Brent) Yes, as farr as direction change,
(Jan) Nancy, HOW does the non-profit currently address these issues, except for the booklet distribution?
(Roger) Besides, corporations can exist that have no more members than the directors, and the board can be made up of only the three required offices.
(NancyL) Jan, I think a) was settled in the votecall, which you apparently refuse to acknowledge, and b) this cannot be determined until a new Mission is established.
(Brent) just eliminateing reference to the poleshift and PX would suffice - all other information
(NancyL) Jan, this is something I have endless ideas about, sorry you are brain dead on the issues.
(Brent) regarding earth changes and end times seems to stand on its own now.....
(NancyL) It may very well be that education via booklet or publication is the main route, as many nonprofits do.
(Brent) don't see a need for any other changes....
(Jan) Nancy, will you kindly try to behave like a professional and try to stick to the issues.
(NancyL) However, I think to rely ONLY on the brain power of the Board is the wrong way to go!
(Jan) Your way of always going personal in the end only hits back on yourself.
(NancyL) Lets for instance ASK the nonprofit membership, and the tt-forum as volunteer group aside, for ideas!
(NancyL) Then stand back as the sizzle starts!
(Brent) Sorry, I don't think there will be much of a sizzle....... but asking for ideas doesn't hurt.
(NancyL) Back when the nonprofit was incorporated, many of these earth changes were only theoretical, now they are very REAL to people.
(NancyL) I think the discussions would be strong and full of emotion!
(Brent) We asked for ideas when we presented the vote call options.......
(NancyL) I guess if Mike Lob has been online at the time, he would have given those ideas, per his last post.
(Jan) I don't think he is a board member, Nancy, nor has he been invited to give any input to this board meeting.
(NancyL) Was that not ideas on nonprofit life or death? Not change in direction per se?
(Brent) Jan: re your comment on adressing issues except for the booklet - the booklet and seeds are all we HAVE done...what else would you do?
(NancyL) Jan, once again, you are denigrating the membership.
(NancyL) We did lab work establishing for instance that home made hydroponic nutrient solution could be created, a first worldwide by the way.
(Brent) Jan: the members were asked for input and ideas.....
(Jan) Brent, read the log. That was an answer to Nancy about all the activity. However, if the nonprofit is to change the misson, there must surely be something else that needs to be done? Or shall we keep the non-profit to distribute the booklets?
(NancyL) However, my sense is that more quick results efforts would be better, like providing into to the public.
(NancyL) One reason the booklet is very popular is it does this.
(NancyL) Seed production as well as many OTHER areas of self sufficiency might be very popular, not as theory here's how but in ASSISTED development.
(NancyL) Kits? Instruction manuals? Forums for trouble shooting?
(NancyL) Just some ideas.
(Brent) Jan: yes, the nonprofit has just done the booklet and seeds recently......
(Jan) Just like our previous ideas for the 1.000 member model, which never took off?
(NancyL) Jan, I'd say 200+ in tt-forum and 700+ in tt-watch is about a 1,000 member model.
(Jan) But are not those lists a separate entity from the Inc?
(gerard) well not exactly... there are people who are on both mailinglists
(Jan) The nonprofit has 37 members as of today.
(NancyL) If we wanted to poll the general public, would that made the general public our membership?
(NancyL) You can't see a distinction?
(Roger) Jan, what's your point? The 1,000 member model wasn't a non-profit thing.
(NancyL) If the Red Cross wants to improve its booklet on first aid, and it solicites help from a local hospital, does this mean the local hospital is Red Cross Board or Membership?
(Jan) Brent, I find this endless arguing from Nancy making this board unable to perform its duties. Unless the meeting is called to order, I think we should just adjourn.
(Roger) I hesitate to say this, but I think it must be said: Jan your comments and your recent vote indicate your desire to see the demise of this corporation. I wonder, since you've been outvoted, why you insist on being a disrupter and continue to impede the progress of this corporation. The membership voted and gave confidence to the continuation of the corporation. If your only intent is to see the end of TT Inc, why are you still here.
(NancyL) Jan, the 1,000 member model was by the way for the tt lists, the volunteer lists, not the nonprofit.
(NancyL) And that jab was personal, so please try to keep our comments professional :-).
(Jan) It is obvious that Nancy will silence any discussions with her endless arguments. Either we conduct a proper meeting, or we can just give in here and now
(Roger) Nancy's arguments are logical and counter your resistance to getting some work done here. She is not the disrupter.
(Brent) OK, lets have a bit of order. I need to address the board:
(Jan) Roger, I have no problem accepting the vote. However, we need to do the right thing, based on the current situation, not based on dreams
(Roger) I'm sorry Brent, by your leave...
(Roger) Many corporations are based on dreams.
(NancyL) Yes, by your leave ...
(Brent) Thank you Roger, if I may continue:
(Roger) Many of those corporations succeed and become very profitable.
(Brent) For the purposes of this meeting:
(Brent) 1. we have had a votecall regarding the future of the nonprofit. the membership has voted to continue, but with a mission change to address only the current earth changes, and eliminate reference to a poleshift and PX.
(Brent) The boards direction on this is clear: revise the mission statement and carry on from there.
(Brent) 2: in the future the membership can add ideas and direction considering the intensity of the current earth changes, which the board will address at that time.
(Brent) 3. because of the votecall, at this time, we need only to vote to "ratify the votecall", and agree to eliminate the above mentioned references in the mission statement.
(Brent) 4. after that, we can request input from the membership (tt-inc) on future projects, etc.
(Brent) So, to continue on - do I have a motion for a vote in this regard?
(Roger) I move that we "ratify the votecall" and eliminate the references to the poleshift as the only cause for the observed earth changes from our mission statement and the published booklet.
(Brent) Shirley: I second
(NancyL) I MOVE we ratify the Membership votecall and proceed to make appropriate changes to Section 2: Objective of the Bylaws and the Survival Guide booklet and anywhere else required by the votecall results.
(NancyL) I also second Roger's motion, which seems to be mine too ...
(Brent) I have a motion to vote with a second. Vote yes to approve, no to deny
(NancyL) Yes
(Brent) Shirley: yes
(Brent) brent: yes
(Roger) yes
(Jan) Yes
(Brent) Mary's proxy: yes
(Brent) The motion carries unaminously
(Brent) do I have a motion (more)
(Brent) to request ideas and direction from the membership; re: projects, etc.?
(Brent) for the record: Shirley voted yes
(NancyL) I MOVE we institute a discussion to be placed before both the tt-inc and tt-forum as consultants lists as to what priority of importance the Mission list should take, and ideas on project the nonprofit should undertake, potentially.
(Roger) I second that motion.
(Brent) IF we eliminate reference to the poleshift and PX, the mission will be self explanitory. A list should be generated by the membership for projects only. The mission statement is just a statement.
(NancyL) Brent, I thus amend my MOTION to be that, not priority, but project ideas.
(Brent) Nancy: for the record - could you please restate your motion, with recognition that Roger has already seconded.
(NancyL) Sure ... typing
(NancyL) I MOVE we institute a discussion to be placed before the tt-inc list, and tt-forum as consultants, as to ideas on projects the nonprofit should undertake, potentially.
(Brent) Thank you :-)
(Brent) Vote yes to agree, no to deny
(Brent) Shirley votes yes
(NancyL) Yes
(Brent) yes
(Roger) yes
(Brent) Mary Proxy: yes
(Brent) Jan?
(Jan) Yes
(Brent) thank you
(Brent) the motion carries
(Jan) Will be interesting to see if TT Forum will generate anything, and how the members of that list feel they relate to the the nonprofit
(Brent) discussion will be presented to tt inc members, and the tt forum ans consultants.
(Roger) Well, we certainly need to have more than a week for this discussion, to make sure our Alaskan friends, among others, get a chance to get online and respond.
(Brent) Roger: true we could
(NancyL) I will during this next week remove any references to the pole shift from the Booklet, put it as Adobe Reader files for the Board to review and approve at next meeting or however. In that we have preprinted booklets, perhaps just a page inserted along with any mailed booklets, a statement, would
suffice until that stock runs out.
(Brent) let the discussion run till the next board meeting.
(Roger) Sounds reasonable to me, Brent.
(NancyL) I will also remove pole shift references from the Section 2: Objectives section and put that as a web page for the Board to review, in same manner, this week, on the web.
(NancyL) Is that agreeable?
(Roger) Nancy, Let
(Jan) Sounds fine with me
(Brent) Shirley says: yes
(Roger) 's see how many pages need changes
(Brent) i agree...
(Roger) It may be practicle to just replace the pages, if it is only a couple.
(Brent) I will initiate the discussion on TT-inc and TT-forum
(NancyL) Roger, I think it is all up front in the first 6 pages or so, compartmentalized.
(NancyL) May be a word or two on the cover, I'll have to check.
(Roger) That was my thinking as well.
(Brent) Nancy: you and Roger can cooridnate the booklet effort?
(Roger) There would be a cost issue, but it wouldn't be prohibitive to have Kinkos print the effected pages and I can undo a comb binding and replace as needed.
(NancyL) Yes, my intent is to look it over, draft the changes, put on the web in a review spot, and notify via tt-inc that this is there for review.
(NancyL) Done within the week.
(Roger) Cool
(Brent) Very good.
(Roger) Okay, anything else...
(Brent) So, next meeting we will review changes, and any ideas and input from the membership as far as future direction is concerned.
(NancyL) Sounds good!
(Roger) Then I think a motion to adjourn is in order!
(Brent) Great! looks like we have a direction for next meeting......
(NancyL) I MOVE we adjourn and get to work!
(Brent) Very well. .No vote necessary. the meeting is adjourned!
(Brent) Thanks to all for your input!
Session Close: 19:43 UTC Sun Aug 24, 2003