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Board Meeting

February 29, 1999


2/28/99 10:37:35 AM,(Nancy),The Board Meeting will come to order. We have 5 members attending, with problems with NetMeeting extreme, so we anticipate others attending. We will start by discussing the content of the Annual Report.
2/28/99 10:40:34 AM,(Nancy),The changes recommended by the Board at the last meeting have been inserted. We have at least a full page discussing our projects and their status, before we discuss the Balance Sheet. Any mention of Diana's apparent embezzlement is a comment under the Balance Sheet. And we have more cash on hand, as Brand and I did an audit and balanced cash on hand between the Gift Pool and account to paper accounting. It all balances.
2/28/99 10:42:25 AM,(Nancy),Note, I'm also including Roger and Jan and Michel in my e-mail.
2/28/99 10:42:35 AM,(Gerard),Okay
2/28/99 10:42:42 AM,(Clipper),Agreed
2/28/99 10:43:22 AM,(Gerard),Ron is back on IRC .. I see
2/28/99 10:43:46 AM,(Nancy),Shirley has made grammar corrections, which I'll include. They don't change the content or layout. If there are no objections to the format and layout and content of the Annual Report, I'd like to have a vote to approve. I MUST file this in March, to Delaware. We can have the vote linger while the Board Members connect, etc.,
2/28/99 10:44:07 AM,(Nancy),Gerard, are you posting this on IRC for Ron? Please do, and I'll keep up the e-mail to the others.
2/28/99 10:44:30 AM,(Gerard),Yes... for Roger... and Ron .. I am busy
2/28/99 10:45:51 AM,(Clipper)

Can't really think of anything that was left out of the report, or that should be put in. Of course it's slightly difficult when we're all so far apart. But I am well acquainted with this document.

2/28/99 10:46:50 AM,(Gerard),Note: Ron And Roger just disappeared from IRC netsplit
2/28/99 10:46:57 AM,(Nancy),The Annual before the Board is the same as last week, with changes. We added verbage and graphics for the projects. Does everyone like the graphics? If not, we can take them out!
2/28/99 10:47:39 AM,(Clipper),I like them.
2/28/99 10:47:44 AM,(Nancy),OK, they will be back, if we have Roger, we have a quorum. I'll keep copying them on e-mail, so they can catch up, perhaps that way. But just drop on IRC the main points here, when they come back. Thanks Gerard!
2/28/99 10:47:55 AM,(Gerard),okay
2/28/99 10:49:28 AM,(Clipper)

My vote: Yes, to approval of the Annual Report.

2/28/99 10:49:48 AM,(Clipper),She is fast today:-)
2/28/99 10:50:59 AM,(Nancy),The corrections to the Balance Sheet took me hours, as I did a full audit against last years Balance Sheet (we received $500 more than Brand included, as it was before his time, but after the last Balance Sheet) and the Gift Pool actual interest due to statement Clipper got, and adjustments for expenses we did not incur, like Gerard's PO box wherein he got his money back. So, I'm quite confident of the Balance Sheet, some $752.12 in cash balance now.

IRC (Jan) I would like to know whether the USD 752 actually does exist, and if so, where? Cash or bank?
IRC (Clipper) Most of it is in a bank here in Fairbanks in our gift pool. About $600

2/28/99 10:52:45 AM,(Gerard),Note: Jan is on the server but I am not able to connect to him for some strange reason
2/28/99 10:53:33 AM,(Nancy),Shirley and Roger have both voted to accept the Annual Report, which I'm going to take as a motion and a second. There is now a vote before the board, to accept the Annual as placed before the Board, with grammar corrections noted by Shirley. All in favor say Yes, opposed say No.
2/28/99 10:53:51 AM,(Nancy),Gerard, he is getting stuff on e-mail, does he know that?
2/28/99 10:54:11 AM,(Clipper),Yes
2/28/99 10:55:04 AM,(Nancy)

Date: Sun, 28 Feb 1999 12:47:22 -0600
From: Roger
To: Nancy
Subject: Re: More ..

If there's not been a motion, I motion to accept the new report.

2/28/99 10:56:55 AM,(Nancy)

Date: Sun, 28 Feb 1999 12:49:01 -0600
From: Roger
To: Nancy
Subject: Re: More ..

Nancy, Ron and I are on IRC, but we lost Gerard.

2/28/99 10:57:03 AM,(Nancy),Yes
2/28/99 10:57:08 AM,(Gerard),I am here
2/28/99 10:57:23 AM,(Gerard),Well I was on IRC.. there was a netsplit.
2/28/99 10:57:55 AM,(Nancy),OK, we are missing the vote from Ron, Gerard, and Jan, but I will proceed with the next item while we're waiting.
2/28/99 10:59:11 AM,(Clipper),Hello Jan
2/28/99 10:59:38 AM,(Nancy),The next item on the Agenda is Jan's concerns about lack of cash flow for the coffers. He feels we are lingering in the startup mode too long, with certain key members (mainly the President) putting up cash too often. I think he wants to instate a membership fee, which I personally am opposed to. He also may be trying to crank up funding efforts, which is not a bad idea, my thoughs. I'd like to open this on the floor, for discussion. Any thoughts?
2/28/99 10:59:42 AM,(Jan),Hi All - finally on to Netmeeting. Are you all here on the Italian server?
2/28/99 11:00:29 AM,(Nancy),Jan, we're having a vote on the Annual Report, as it is before the Board with corrections, and with Shirley's grammar corrections. How vote you?
2/28/99 11:02:14 AM,(Nancy)

Date: Sun, 28 Feb 1999 12:54:30 -0600
From: Roger
To: Nancy
Subject: Re: VoteCall!

I just voted yes on IRC... And yes, it was my intention to make the motion.

2/28/99 11:04:14 AM,(Nancy),Clipper, you were doing some fund raising early on, but I suspect did not get any action on your applications. Correct?
2/28/99 11:07:37 AM,(Nancy),For the Board's general information, the Seed TEAM has provided voucher to Brand for postage reimbursement, about $25 or so to date.
2/28/99 11:08:37 AM,(Nancy),Also, for the Board's general information, Ron and I are discussing, and seriously planning, the possibility of his relocating to Wisconsin to the Place of Business so he can help get the place set up, etc. Rent free, but there's so much work to do there I boggle.
2/28/99 11:10:37 AM,(Nancy),

IRC (Jan) Well, for the funding part, I am NOT thinking about a membership fee. The idea is to send out an information about the cost of running of ZetaTalk and TT to the News and/or Forum lists, and invite interested parties to donate.

2/28/99 11:11:02 AM,(Nancy)

Date: Sun, 28 Feb 1999 13:05:44 -0600
From: Roger Thuma
To: Nancy
Subject: Re: Discussion

Ron thinks Jan's idea is workable (the previously pasted idea). I concur.

2/28/99 11:11:42 AM,(Nancy),By Jan's idea, we are talking about membership fee? What amount? $25/year to cover operational costs?
2/28/99 11:15:23 AM,(Nancy),Getting setup in the Wisconsin Place of Business will allow us to get a mailing permit from the Post Office, and when our brochures or video or whatever are ready, we can mail them out for free, I believe. Also, worm beds, hydroponics, wind and water power, seed collection - all can be demonstrated and videotaped there. Plus we can have tours, etc.
2/28/99 11:17:20 AM,(Nancy)

Date: Sun, 28 Feb 1999 13:12:35 -0600
From: Roger
To: Nancy
Subject: Re: Membership Fee?

Not a fee. Just post the information on the mail servers that this
stuff cost money and invite donations.

2/28/99 11:19:06 AM,(Nancy),Oh! Active solicitation on tt-news, tt-forum, tt-whatever! Very good! Staring us in the face, and I'm not seeing it! So, in this case, we'd need a fundraising letter composed, and then I'll send it out, regularly (quarterly, perhaps) to all the mailing lists! What about something like that? Clipper, could you write a general fundraising letter? Describing what we're planning, what we have going, etc.?

IRC (Roger) .. that was a message from Nancy right ?
IRC (Jan) Finally you are getting my point! Seems I have some problem making myself understood?
IRC (Clipper) No, I think we understand your point. Just not wanting to go that way is all.
IRC (Jan) But now you have comitted to such a fundrasing letter, right?
IRC (Gerard) Yeah, that was from Nancy. She asked for a motion and I made it. She's alone on Netmeeting.

2/28/99 11:22:05 AM,(Nancy),I think our Bylaws require us to approve any fundraising efforts, so we DO need a votecall on this. First, of course, we need a motion. Anyone want to so move? By the way, I'm talking to myself on NetMeeting. If there's a log elsewhere, save it so we can combine. I'm saving my log.
2/28/99 11:24:38 AM,(Nancy)

Date: Sun, 28 Feb 1999 13:20:12 -0600
From: Roger
To: Nancy
Subject: Re: Membership Fee?

What about voluntary dues? Instead of simply 'asking' for donations we could decide on a reasonable amount and be clear about it NOT being mandatory.

2/28/99 11:25:57 AM,(Nancy),Well, my thoughts are that if we post on the mailing lists, those with cash CAN, and those without won't be embarrassed. Do we want those who are really distressed to avoid becoming members, due to the fee? Same difference, if we regularly fundraise, every 3 months or so, etc. My thoughts.
2/28/99 11:31:18 AM,(Nancy)

Date: Sun, 28 Feb 1999 13:25:12 -0600
From: Roger
To: Nancy
Subject: Re: Am I alone on NetMeeting? Netsplit? Need a Motion!!

Nancy, Clipper suggested (about 3 minutes ago) that they give you 5 minutes to return to Netmeeting before adjourning and continuing via email.

I like Jan's idea about soliciting for donations and make a motion were accept it as a fundraising effort.

IRC (Jan) I motion we approve a fundraising effort via active solicitaion on the tt-lists.
IRC (Gerard) I second
IRC (Roger) I already moved...just informed Nancy of Jan's 'second'...
IRC (Ron) ???
IRC (Ron) I say yes.
IRC (Gerard) Are we voting? Nancy is trying to reconnect to Netmeeting. She wants the log. So she can merge the discussion, etc.
IRC (Roger) Which Netmeeting is Nancy on?
IRC (Gerard) Nancy is on netmeeting now. She is back in the meeting
IRC (Roger) She didn't say, but she's back now (whew!)

28-2-99 20:27:17,(Jan),I motion we approve a fundraising effort via active solicitaion on the tt-lists.
28-2-99 20:27:33,(Clipper),I make a motion that we approve a fundraising letter to the list for volentary donations.
28-2-99 20:27:42,(Gerard),I second
28-2-99 20:29:00,(Gerard),is someone e-maling Ron?
28-2-99 20:29:11,(Clipper),Not me
28-2-99 20:29:28,(Gerard),Whatever.. he gave a response on IRC :))
28-2-99 20:29:29,(Clipper),Trying to keep up with Shirley
28-2-99 20:30:01,(Gerard),Nancy is coming back
28-2-99 20:30:08,(Gerard),She is back
28-2-99 20:30:35,(Nancy),OK, are we at the point where the discussion has completed? Fundraising on the mailing lists? Quarterly? Fees? What's the concensus.
28-2-99 20:30:59,(Clipper),Quarterly
28-2-99 20:31:30,(Jan),My idea was once a year. Quarterly may be too often. Depends on the amount suggested, though.
28-2-99 20:31:55,(Nancy),Fees? What's the feeling on that? If we say they are not mandatory? Or should we just fundraise? What's the concensus?
28-2-99 20:32:08,(Clipper)

Jan, is that what he said? sorry! You may be right, you know. I just remember he made some comments about there not being something, and I guess I automatically assumed it was that there were no members hip dues. Sorry again!

2/28/99 11:37:05 AM,(Nancy),I think a general announcement, quarterly, that the nonprofit exists, has these projects going, is looking for general or specific funds to help the projects move forward, and who to contact. Every 3 months is not oppressive.
2/28/99 11:37:06 AM,(Clipper),We should call it fundraising. Not membership dues.
2/28/99 11:37:53 AM,(Jan),Quarterly is OK. In this way, we may catch the eager newcomers as well
2/28/99 11:38:14 AM,(Clipper),Agreed
2/28/99 11:38:56 AM,(Nancy),But what are we saying? We should fundraise on ALL the mailing lists. After a bit, folks will just say, oh, 3 months must have gone by but won't leave the lists for that. We only have about 2 dozen nonprofit members. Can't get blood from a turnip, as they say. If we have 1,000 members, then fundraise the members, sure, but we don't want to drive those wanting to give their time away!
2/28/99 11:39:03 AM,(Jan),We should suggest an amount, but stress that there is no minimum and that it is no membership fee. Any suggestions for the amount?

IRC (Roger) Quarterly fundraising. No minimum donation?
IRC (Ron) Agree, quarterly fundraising on the lists. No minimum.

2/28/99 11:39:50 AM,(Jan),I think we should use one list only. Which is the largest? TT-News?

IRC (Ron) Rooger made a motion and I seconded it.
IRC (Jan) Forum and News, then. I don't think we should send to all lists, that would be too many duplicates.
IRC (Roger) The forum is probably the most active and therefore would get the largest response from a solicitation. There should be no mention of any amount for a donation. Then even those that can't afford much will be willing to send a dollar, etc.
IRC (Ron) I think it should go to all lists. A number of folks on social aren't on other lists.
IRC (Roger) But those members on social that are most likely to donate would also be an forum, etc. Likewise with gossip.
IRC (Ron) I suggest we find out how many are on what lists and post to the most appropriate.

2/28/99 11:40:09 AM,(Gerard),I think tt-news is the largest
2/28/99 11:41:12 AM,(Jan),Should we suggest USD 25?
2/28/99 11:41:14 AM,(Nancy),tt-news is largest, and most folks are on it. But since we've moved to Subscribe yourself, there could become a large spread. MANY on the Forum are NOT on tt-news, and the Forum has the most motivated folks.
2/28/99 11:42:04 AM,(Clipper),I suggest all lists
2/28/99 11:42:12 AM,(Nancy),Contributions can be converted to USD, can't they? I don't think we should specify an amount. Just leave it open, and invite folks to look over our projectst, but should also list them in the posting.

IRC (Ron) I disagree about amount. We should stress the projects underway and how much we need in the solicitation.
IRC (Roger) I move that we solicit funds quarterly with no minimum amount required.
IRC (Ron) I second the motion

2/28/99 11:42:29 AM,(Jan),Forum and News, then. I don't think we should send to all lists, that would be too many duplicates.
2/28/99 11:43:21 AM,(Clipper),There is also some on the social list only
2/28/99 11:43:58 AM,(Nancy),I agree with Ron that we should state the amount we are trying to raise. Without a goal, it's hard for folks to get exited. For instance, the video is very sexy, and progress was made last year, and this is something that folks can see the NEED for. Yes! Let's fund raise specifying projects and amounts needed!
2/28/99 11:45:10 AM,(Nancy),A motion has been made and seconded to fund rasie quarterly, on all the mailing lists, without specifying a minimum anount. All in favor say Yes, opposed say No.
2/28/99 11:45:12 AM,(Nancy),Yes
2/28/99 11:45:24 AM,(Clipper)

Jan, I agree with Clipper. We all understood what you were trying to do, and appreciated the importance of it; just didn't wanna go that way, is all.

2/28/99 11:45:57 AM,(Clipper),Yes

IRC (Roger) YES
IRC (Jan) Yes, conditionally. I do believe we should be careful with sending out on all lists, that means some may get 3-4 copies each quarter.
IRC (Jan) As to the Annual Report, I did vote Yes.

2/28/99 11:46:25 AM,(Nancy),By the way, I got separated on NetMeeting and did not collect votes on the Annual beyond Clipper, Shirley, Roger, and Nancy. Did other votes come in?
2/28/99 11:46:35 AM,(Jan),Yes, conditionally. I do believe we should be careful with sending out on all lists, that means some may get 3-4 copies each quarter.
2/28/99 11:46:42 AM,(Gerard),yes
2/28/99 11:46:54 AM,(Jan),As to the Annual Report, I did vote Yes.
2/28/99 11:47:47 AM,(Nancy),Jan, maybe we could include the simple statement, appologies to those getting duplications of this message due to being on more than one mailling list.
2/28/99 11:48:14 AM,(Clipper),Very good

IRC (Ron) Yes
IRC (Ron) Well, I don't mind deleting a second or third copy.
IRC (Roger) I am subscribed to all lists and when I get dupes I just delete them (not a problem). I know some will find it a bother.

2/28/99 11:50:09 AM,(Clipper),I agree with Frugal
2/28/99 11:50:36 AM,(Nancy),After the votes are collected, we have completed our Agenda items. Any other items of a pressing nature? (Note, our Bylaws require a 3 day period for review of material by the Board, no surprises, etc.)
2/28/99 11:50:52 AM,(Jan),Accepted.
2/28/99 11:51:32 AM,(Nancy),OK, on the Annual Report vote, I have Clipper, Shirley, Roger, Nancy, and Jan. We need another. On the Fundraising Posting vote, I have Nancy, Clipper, Jan, Gerard, and Ron. We need another.
2/28/99 11:52:39 AM,(Nancy),Will there be any further business, of an emergency or pressing nature? I think we did really well with this meeting, considering a netsplit on IRC, a netsplit on NetMeeting, and e-mail connections all over the place. Proud of our determination and perseverence.
2/28/99 11:52:44 AM,(Clipper)

My vote is yes.

2/28/99 11:53:07 AM,(Jan),Gerard, didn't you vote on the Annual Report?
2/28/99 11:53:21 AM,(Gerard),I vote a yes
2/28/99 11:53:22 AM,(Nancy),Roger, send them to me, and I'll get them on the Agenda for the next meeting.
2/28/99 11:53:46 AM,(Gerard),Guess cause of the confusion of the lost connection and such ... but I vote a YES
2/28/99 11:54:09 AM,(Nancy),The Fundraising via Postings motion passes. Clipper, do you want to take a crack at a posting? You have a way with words, I must admit.
2/28/99 11:54:15 AM,(Jan),Nancy, then you have all the votes you need, right?
2/28/99 11:55:03 AM,(Nancy),We have a quorum on the Annual Report votecall, which passes. I'll make the grammar corrections and get this off to Delaware within the timeframe.
2/28/99 11:55:18 AM,(Clipper),Yes Nancy, I will write one up and check with you before I do mass mailings if that is okay
2/28/99 11:55:57 AM,(Nancy),Please DO send me the IRC log, and the NetMeeting log from this session (I saved my comments, when I was talking to myself), and I'll created a merged log to document this meeting. I'll remove all the administrative chatter, about who is lost and found, etc. :-)
2/28/99 11:56:05 AM,(Jan),With Shirley's vote, you also have a quorum on the fundraising, which also passes. Right?
2/28/99 11:56:23 AM,(Nancy),If there is no further business, and it appears there is not, do we have a motion to adjourn?
2/28/99 11:56:35 AM,(Nancy),Jan, correct, both votecalls passed.
2/28/99 11:56:51 AM,(Jan),Then I motion we adjourn the meeting
2/28/99 11:57:09 AM,(Clipper),I second
2/28/99 11:57:52 AM,(Nancy),A motion has been made and seconded to adjourn, all in favor say Yes, opposed say No.
2/28/99 11:57:53 AM,(Nancy),Yes
2/28/99 11:58:02 AM,(Jan),Yes
2/28/99 11:58:23 AM,(Clipper),Yes
2/28/99 11:58:47 AM,(Gerard),yes

IRC (Roger) Yes
IRC (Ron) yes

2/28/99 11:59:48 AM,(Nancy),The motion passes, and the meeting is adjourned.
2/28/99 12:00:06 PM,(Clipper),We lived through another one:-)