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Board Meeting

July 19, 1998

"7/19/98 11:41:51 AM","Nancy","We have a quorum, more than a quorum, so the meeting will please come to order. Jan is still joining NetMeeting, and I expect Shirley to join also any minute."
"7/19/98 11:42:27 AM","Nancy","The Agenda and exhibits to be considered by the Board are on the WhiteBoard, and have been sent via e-mail to those attending by IRC and Instant Message."
"7/19/98 11:42:48 AM","Nancy","Oh, I believe Gerard will have to forward the e-mail copies to Lyn, should she need and want them, forgot her."
"7/19/98 11:43:34 AM","Nancy","We have in attendance myself, Clipper, Gerard, and Jan on NetMeeting. Also Pat and Lyn on IRC, and Brand via Instant Message. We expect Shirley to join also."
"7/19/98 11:44:39 AM","Nancy","The first agenda item is to approve Brand as Treasurer. He was elected by the Membership, so this is a bit of a formality which our Bylaws require. He has been temporary Treasurer, appointed by me, as I have this authority per the Bylaws. Would someone please make a motion to this effect?"
"7/19/98 11:45:19 AM","Clipper","I make a motion that we aprove Brand as Treasurer"
"7/19/98 11:45:23 AM","Gerard","(Lyn) I motion this!"
"7/19/98 11:45:38 AM","Nancy","Would someone second this?"
"7/19/98 11:45:41 AM","Gerard","(Pat) second"
"7/19/98 11:46:08 AM","Nancy","A motion has been made and seconded to appoint Brand as Treasurer. All in favor say Yes, opposed say No."
"7/19/98 11:46:10 AM","Nancy","Yes"
"7/19/98 11:46:24 AM","Clipper","Yes"
"7/19/98 11:46:46 AM","Clipper","Brand: If so Yea"
"7/19/98 11:47:06 AM","Gerard","yes"
"7/19/98 11:47:49 AM","Nancy","Waiting for the IRC folks"
"7/19/98 11:48:30 AM","Gerard","(Pat) yes"
"7/19/98 11:48:42 AM","Gerard","(Jan) Yes"
"7/19/98 11:48:45 AM","Nancy","While we're waiting, Brand, can you name the bank you'll be using as the Corporate Bank? Have this handy?"
"7/19/98 11:48:55 AM","Gerard","right back"
"7/19/98 11:49:02 AM","Nancy","The motion passes, Brand is the new Treasurer."
"7/19/98 11:49:25 AM","Clipper","Brand: Suntrust"
"7/19/98 11:49:26 AM","Nancy","The second item on the agenda is to approve a new bank as the official Corporate Bank, replacing the one in Pottsville, PA."
"7/19/98 11:49:54 AM","Nancy","SunTrust has been named as the bank Brand will be using. Would someone make a motion to approve this bank?"
"7/19/98 11:50:20 AM","Clipper","I make a motion we aprove suntrust as the Corp. bank"
"7/19/98 11:50:44 AM","Nancy","A Second?"
"7/19/98 11:52:20 AM","Gerard","(Pat) second
(Lyn) Second"
"7/19/98 11:52:22 AM","Nancy","A motion has been made and seconded to approve SunTrust as the new Corporate Bank. All in favor say Yes, opposed say No."
"7/19/98 11:52:24 AM","Nancy","Yes"
"7/19/98 11:52:29 AM","Clipper","Yes"
"7/19/98 11:52:37 AM","Gerard","yes"
"7/19/98 11:52:55 AM","Gerard","(Pat) yes"
"7/19/98 11:53:00 AM","Clipper","Brand: yes"
"7/19/98 11:53:02 AM","Gerard","(Jan) Yes
(Lyn) yes"
"7/19/98 11:53:36 AM","Nancy","While we're waiting for the votes to come in, I'll address the third Agenda item. Jan proposed some 3 months back that we have an Ops & Admin Proposal to seek funds for such, but as we didn't have a quorum in May, no meeting in June, this has been pushed forward."
"7/19/98 11:53:51 AM","Nancy","I put up his proposal, and another I drafted, for review."
"7/19/98 11:54:14 AM","Nancy","The motion passes, SunTrust is the new Corporate Bank"
"7/19/98 11:54:59 AM","Clipper","That bank name has a nice ring to it :-)"
"7/19/98 11:55:19 AM","Nancy","The difference in our proposals are that Jan is asking for membership fees or gifts, and my proposal is asking for a grant, or partial grant, not from the membership per se."
"7/19/98 11:55:41 AM","Nancy","This is on page 2 of the WhiteBoard, was on the web as Proposals 1 and 2, and via e-mail as Proposals."
"7/19/98 11:56:27 AM","Nancy","Essentially, the proposals are the same, except we stay away from the inference of membership fees. Today, we can say NO fees are due, but if we attach that inference, they fees seem likely in the future."
"7/19/98 11:56:32 AM","Gerard","PS: Shirley has problems with logging into "
"7/19/98 11:57:08 AM","Nancy","Also, I believe that any gifts from membership is going to be lump sum from those who can afford it, and then this is in the category of a grant. Any other comments?"
"7/19/98 11:57:56 AM","Clipper","I think we should stay with the grant idea for now"
"7/19/98 11:58:23 AM","Nancy","Gerard, I don't think Clipper can handle two Instant Message, can he? Anyway, if she does not follow along with speech, she can't really participate, and her reader is too slow for our pace. She needs to just keep trying."
"7/19/98 11:58:58 AM","Clipper","Don't think I can"
"7/19/98 11:59:29 AM","Nancy","If there is no more discussion (any going on in IRC?) then we are ready for a motion. The essence of the two proposals in the same. I make allowances for smaller gifts from many by calling it a partial meeting of the Grant Proposal. Any further discussion or a motion?"
"7/19/98 12:00:03 PM","Nancy","Clipper, Brand is most important this meeting, don't risk breaking that connection, as we are going to discuss fiscal controls."
"7/19/98 12:00:27 PM","Clipper","Brand: I am not that comfrotatble with a manatory fee. That is something taht would possible keep good people away. Some of us live ""double Iives"" with spouse and what not watching in may put undo pressure on someone. Mostly, I would give foks a reason not to join. We may lose part of our talent pool."
"7/19/98 12:01:40 PM","Gerard","right back....... have to get a a second cup of coffee"
"7/19/98 12:02:15 PM","Clipper","Brand: Also a fee for the forum goes against the notion of being a volunteer orgainization. And I hate to use the word but gives folks the notion of us being a cult."
"7/19/98 12:02:50 PM","Nancy","Jan was suggesting that we poll the tt-forum members for contributions, but I agree with Brand. Part of the appeal of TT is that is does NOT ask for money or discriminate on basis of being poor etc. Also, the TT web group and the nonprofit are SEPARATE entities, and this confuses that line."
"7/19/98 12:03:00 PM","Nancy","Gerard! Run!!!"
"7/19/98 12:03:36 PM","Gerard","I am back"
"7/19/98 12:03:43 PM","Nancy","I'm going to bring up IRC too, Gerard should not leave when there are 3 folks there!"
"7/19/98 12:04:11 PM","Gerard","i know..... it is just that my family makes coffee when i am online.. sorry "
"7/19/98 12:05:29 PM","Nancy","I can't do it now ..."
"7/19/98 12:05:40 PM","Clipper","Brand: However, I do feel the request for a voluntary donation would not be out out of the question. If folks realize it is for a good cause and will be able to see the benafit from it. And know where the dollars are going."
"7/19/98 12:05:49 PM","Nancy","We're ready for a motion unless someone on IRC had a statement."
"7/19/98 12:05:54 PM","Nancy","Gerard, please check this."
"7/19/98 12:06:07 PM","Gerard","(Jan) I do not understand how my proposal can be interpreted as a membership fee or being mandatory. If so, the wording has to be changed so that it is very clear on this issue"
"7/19/98 12:06:33 PM","Gerard","(Jan) But if people are nor informed (or polled), how will we get them to contribute?"
"7/19/98 12:07:14 PM","Nancy","Brand, we already make no secret of the nonprofit, mention it to new voting members who are eligible to join, and could make a general announcement now and then. When we got nonprofit status, I made an announcement on tt-news, for instance."
"7/19/98 12:07:46 PM","Gerard","(Jan) If an organisation relies almost solely on gifts from the president as we do now, that shows lack of commitment as well as pose a threat to the organisation, being reliant upon one source of income only"
"7/19/98 12:08:09 PM","Nancy","Jan, mandatory fee was not the wording, but there is a REQUEST for funds from members to cover admin and ops. This is am implication, or a feeling that perhaps around the corner, fees would be added. Just my perception of what the perception would be."
"7/19/98 12:09:02 PM","Nancy","Jan, there is certainly nothing stopping a member from contributing. I don't expect this to continue. Our TT membership is growing like crazy lately, I had to add a dozen folks to tt-news in less than a week, and the uptick is steady."
"7/19/98 12:09:17 PM","Gerard","(Jan) How many donations have come in by themselves? as far as I know, two only(?)"
"7/19/98 12:09:42 PM","Clipper","Two is correct"
"7/19/98 12:09:50 PM","Nancy","We have my startup gifts, $100 dedicated to Seed Distribution, Clipper"
"7/19/98 12:10:05 PM","Nancy","free e-mail, and another on the Agenda, an anonymous $500."
"7/19/98 12:10:18 PM","Nancy","Three, now"
"7/19/98 12:10:58 PM","Nancy","Jan, I would agree to soliciting membership IF we were being held back from something that desperatly needed to be done, and could not proceed without funds."
"7/19/98 12:11:05 PM","Nancy","However, we don't have that situation."
"7/19/98 12:11:29 PM","Nancy","I think we're ready for a vote. Would someone make a motion?"
"7/19/98 12:12:21 PM","Clipper","I make a motion that we keep our current ideas for grants"
"7/19/98 12:13:00 PM","Nancy","The motion should read, accept Proposal 2 for an Ops and Admin Grant Proposal."
"7/19/98 12:13:13 PM","Nancy","A second?"
"7/19/98 12:13:21 PM","Gerard","(Jan) Since I made the proposal, and it has been under debate, I refrain from making the motion. SOmebody else in favor, or should it be dropped?"
"7/19/98 12:13:43 PM","Gerard","i second"
"7/19/98 12:13:51 PM","Clipper","Brand: second"
"7/19/98 12:13:58 PM","Nancy","I don't think it should be dropped. Many look over the proposals and see how they can help. Let.s suggest this to them!"
"7/19/98 12:14:36 PM","Nancy","A motiion has been made and seconded to accept Proposal 2 as the format of a Grant Proposal to cover Ops and Admin expenses. All in favor say Yes, opposed say No."
"7/19/98 12:14:38 PM","Nancy","Yes"
"7/19/98 12:14:53 PM","Clipper","Yes"
"7/19/98 12:15:06 PM","Clipper","Brand: yes"
"7/19/98 12:15:10 PM","Gerard","yes"
"7/19/98 12:15:41 PM","Gerard","(Pat) yes"
"7/19/98 12:16:45 PM","Clipper","Brand: However, I do not think we should completly rule out solitation of the members."
"7/19/98 12:16:49 PM","Nancy","While we're waiting on the votes to come in, I'll move along to item four on the Agenda. We received, via the corporate e-mail abbount, and anonymous domation of $500. Only Clipper and I are aware of the source, and our lips are sealed. Clipper recieved this gift and placed it into the Gift Pool which was established earlier by Board approval, and holds the $100 gift received earlier too. There is no need to discuss or vote on this, as gifts without conditions are accepted automatically. This is just to inform you all."
"7/19/98 12:17:13 PM","Nancy","Oops, Clipper was supposed to report on that, and I jumped in."
"7/19/98 12:17:38 PM","Clipper","No problem :-)"
"7/19/98 12:18:27 PM","Nancy","While we're still waiting for the votes on the Proposal 2 motion, I'll move along to the next Agenda item. As I'm sure you're all aware due to my e-mail notice to the Board and what has been placed on the web as exhibits for this Board Meeting, our first Treasurer has failed to disburse or return the $1,500 placed in her care."
"7/19/98 12:18:53 PM","Gerard","(Jan) Yes (Hey - I'm a good loser!)"
"7/19/98 12:19:05 PM","Nancy","We need either Lyn or Jan's vote on the Proposal 2 votecall."
"7/19/98 12:19:12 PM","Nancy","The motion passes :-)"
"7/19/98 12:20:19 PM","Nancy","If there are no questions about this situation, I'll move along to report what steps I've taken toward prosecution. Although this is not necessary, I believe, I would like a vote of confidence that I'm doing the right thing by prosecuting her."
"7/19/98 12:20:26 PM","Gerard","the moment you said the miton passes i got Lyn's vote :) "
"7/19/98 12:21:42 PM","Gerard","(Lyn) I'm for it! If she committed the crime...then she should do the time!"
"7/19/98 12:21:54 PM","Clipper","Yes, she should be prosecuted."
"7/19/98 12:22:37 PM","Clipper","Brand: I have to say yes to that. I you ever expect to get the funds back. she hopes you won't take the trouble and be free and clear. If it looks like it is more hassle than it is worth she will pay us back just to get us off her back"
"7/19/98 12:22:37 PM","Gerard","Yes, i agree.. what she did is something criminal.. "
"7/19/98 12:23:07 PM","Clipper","Brand: I have doings with these type before"
"7/19/98 12:23:33 PM","Nancy","It is clear that Diana did NOT mail the checks on April 22 that she said she did during the April 26 Board Meeting, as neither I nor Clipper nor Gerard received a check. Basically, this has been her pose, that the check is in the mail, or the funds about to be wired, and the mail failure or something given as an excuse. She has twice claimed a computer crash causes problem (two separate crashs), claimed the seal was mailed but came back to her with a wrong zip code (she didn't try to resend), and claimed she re-mailed a second check to me but of course that never arrived. I have called her dozen of times, checked addresses, etc., and there is no rational reason for this lack of payment except 1. she no longer has the funds, 2. she darn well means to keep it even if she does have the money to pay it back."
"7/19/98 12:23:57 PM","Gerard","(Pat) Has anyone been able to talk to her?"
"7/19/98 12:24:29 PM","Clipper","No one as of lately"
"7/19/98 12:25:42 PM","Gerard","(Jan) Yes, you are definitely doing the right thing. Personally, I don't care for the actual prosecution, but to recover the embezzeled money. Also, it the money is not recovered, it must be shown to the IRS and to the membership that all possible actions have been taken to recover the embezzeled funds."
"7/19/98 12:26:08 PM","Gerard","Nancy: i can't copy and paste large text into IRC"
"7/19/98 12:26:39 PM","Nancy","On occasion we get an e-mail, forwarded. She is currently blocking receipt of e-mail from me, but others can get through. She was National Director of SUFOIT, but they removed her based on this. The International Director asked her for her position on all of this, and she never responded, though got the e-mail and sends out e-mail. She is currently house sitting for her father in New Jersey, as he is selling his home to move to Florida, so would not be available to her phone in Pottsville. She claims she is moving to New Jersey, but I'm not sure if this is true, she spins a lot of tales, and this may be just to discourage us. I think she owns the home in Pottsville."
"7/19/98 12:26:54 PM","Nancy","Gerard, do you need me to break this up?"
"7/19/98 12:27:04 PM","Gerard","better... "
"7/19/98 12:27:11 PM","Gerard","Yes"
"7/19/98 12:27:16 PM","Gerard","to large for IRC"
"7/19/98 12:27:41 PM","Clipper","Brand: good point clip. We can show it is an operating loss if I am not mistaken."
"7/19/98 12:27:43 PM","Nancy","Nancy It is clear that Diana did NOT mail the checks on April 22 that she said she did during the April 26 Board Meeting, as neither I nor Clipper nor Gerard received a check. Basically, this has been her pose, that the check is in the mail, or the funds about to be wired, and the mail failure or something given as an excuse. She has twice claimed a computer crash causes problem (two separate crashs),"
"7/19/98 12:28:19 PM","Nancy","claimed the seal was mailed but came back to her with a wrong zip code (she didn't try to resend), and claimed she re-mailed a second check to me but of course that never arrived. I have called her dozen of times, checked addresses, etc., and there is no rational reason for this lack of payment except 1. she no longer has the funds, 2. she darn well means to keep it even if she does have the money to pay it back."
"7/19/98 12:28:27 PM","Clipper","Stand by.. problems with IM."
"7/19/98 12:29:00 PM","Nancy","Nancy On occasion we get an e-mail, forwarded. She is currently blocking receipt of e-mail from me, but others can get through. She was National Director of SUFOIT, but they removed her based on this. The International Director asked her for her position on all of this, and she never responded, though got the e-mail and sends out e-mail. She is currently house sitting for her father in New Jersey, as he is selling his home to move to Florida, so would not be available to her phone in Pottsville."
"7/19/98 12:29:20 PM","Nancy"," She claims she is moving to New Jersey, but I'm not sure if this is true, she spins a lot of tales, and this may be just to discourage us. I think she owns the home in Pottsville."
"7/19/98 12:30:04 PM","Gerard","mmmm.......... i have to restart IRC i think"
"7/19/98 12:30:15 PM","Gerard","wait a minut"
"7/19/98 12:31:28 PM","Gerard","back on IRC"
"7/19/98 12:31:32 PM","Clipper","Finally......... IM froze up but has now let go and working."
"7/19/98 12:31:54 PM","Gerard","it is because we have to so several things at the time .. i think Clipper :) "
"7/19/98 12:32:12 PM","Nancy","Clipper and Brand, I hadn't thought of that, an operating loss. But I still think there is a good possibility of getting the funds back. We seem to be having connection problems all around :-) In the meantime, I'll put out sound bites that can be copied and pasted easily. The point I next want to make is that In Pennsylvania, which is a Commonwealth, Diana can avoid criminal prosecution if she simply pays the money back, EVEN if prosecution is started and in process or hearing have been held, etc."
"7/19/98 12:33:05 PM","Gerard","(Lyn) the deadline would let her know that we are serious about prosecution"
"7/19/98 12:33:44 PM","Nancy","So she has motivation to get rid of this. The PA Prosecutor can (don't know if they will, but this is what they seem to be wanting to do) throw the book at her. Not only writing a bad check, but also embezzlement. It is clear that she did not follow our Bylaws in handling the funds. I can't divulge all this, but there is physical evidence. Then all the lies, promises, from December to April, and no funds disbursed."
"7/19/98 12:34:45 PM","Gerard","don't make the text to large.. .. i can copy about 7 lines into IRC :)"
"7/19/98 12:35:13 PM","Nancy","To inform the Board, I video taped my testimony and exhibits, of which the PA prosecutor already had a copy of, at their request. This is already in their hands. The large issue is that witnesses are supposed to be in attendance at hearings, but they want to see if they can handle this by video tape or conference phone, etc."
"7/19/98 12:35:43 PM","Nancy","Diana may be counting on all of this, hoping it is more trouble for me than it would be for her. She'll learn otherwise."
"7/19/98 12:35:57 PM","Gerard","7/19/98 11:09:03 AM Nancy Diana may be counting on all of this, hoping it is more trouble for me than it would be for her. She'll learn otherwise."
"7/19/98 12:36:11 PM","Clipper","Oooops:-)"
"7/19/98 12:36:18 PM","Gerard","(Lyn) i need to go soon - need to get ready for work
(Jan) Lies and promises don't hold well. Bouncing checks and an empty account, no books, funds gone - that should do it."
"7/19/98 12:37:06 PM","Nancy","So, the decision to proceed to prosecution is now in the hands of the DA in Pennsylvania. I'll cooperate any way I can. I told them they could count on affidavits from some Board members if necessary. This means you put on paper what you observed during Board meetings, or didn't get the check as promissed, and have that paper notarized or something."
"7/19/98 12:37:38 PM","Gerard","(Lyn) That is right! She picked on the wrong person! "
"7/19/98 12:38:05 PM","Nancy","Jan, we've got her cold. And the bank is the local Pottsville bank, which they can go into and check the books. I think she cashed the December $500 check for CASH, no deposit, in fact. Really sleasy."
"7/19/98 12:38:22 PM","Gerard","(Jan) I motion we request our President to try to recover the embezzled funds by prosecuting the former treasurer.
(Lyn) motion"
"7/19/98 12:38:34 PM","Gerard","Lyn just left IRC"
"7/19/98 12:39:10 PM","Nancy","Let me detail a bit more about SUFOIT. When they learned all this, they removed her from directorship. They also removed any web pages advertising a bumper sticker program, fund raising, that Diana was running. Remember in December when she suggested she could do that for the nonprofit? No takers on that, happy to say!"
"7/19/98 12:39:56 PM","Nancy","So, one wonders what else may have happened. She was accountable only to herself in that, but here in the nonprofit, the records have been kept and she has been caught."
"7/19/98 12:39:59 PM","Gerard","(Jan) Btw, Shirley/Helena finally gave up on joining Netmeeting."
"7/19/98 12:40:22 PM","Nancy","Gerard! Don't leave! I can't get onto IRC!!!"
"7/19/98 12:40:40 PM","Nancy","Oh, was Lyn"
"7/19/98 12:40:44 PM","Clipper","Brand: second"
"7/19/98 12:40:52 PM","Gerard","Yes.... it was Lyn i am still here"
"7/19/98 12:41:34 PM","Nancy","A motion has been made and seconded to approve the prosecution steps taken by the President. All in favor say Yes, opposed say No."
"7/19/98 12:41:43 PM","Nancy","Yes"
"7/19/98 12:41:47 PM","Clipper","Yes"
"7/19/98 12:42:06 PM","Clipper","Brand: yes"
"7/19/98 12:42:07 PM","Gerard","(Pat) This whole thing is so terrible. Trust broken. I just want it to be over and the money r"
"7/19/98 12:42:16 PM","Gerard","yes"
"7/19/98 12:43:08 PM","Clipper","Brand: yes G. it leaves a bad taste in one mouth"
"7/19/98 12:43:15 PM","Nancy","I'll also mention the next item on the Agenda, which is that our Bylaws do not allow a vote to remove a Board Member until conviced of a felony. This is pending, but not yet in hand. In any case, she is not attending Board meetings, or influencing the membership, so I don't think this is a problem. At next elections, she will no longer be a board members."
"7/19/98 12:43:46 PM","Clipper","Agreed"
"7/19/98 12:44:26 PM","Nancy","Pat, yes, but we can look upon this as a blessing in disguise if it causes us to address checks and balances. This happens all the time in organizations, they just don't talk openly about it. So, another blessing is that we can show the world that we DO talk about it, and prosecute, and no idle talk there!"
"7/19/98 12:46:18 PM","Clipper","Brand: I have a few thoughts on checks and balances as well as process that may help. However, they will requier a little more work."
"7/19/98 12:46:28 PM","Nancy","While we're waiting for the vote to come in, I'll move along to the next Agenda item. In the interim, we need to function. I'm suggesting that the check I wrote to the attorney, for review of our Bylaws and procedures for legality in US and Delaware, etc., be held back from being submitted as a Voucher for repayment until we get this resolved with Diana. May take months, but lets hold out until she is arrested and refuses to pay, or pays back, etc."
"7/19/98 12:46:56 PM","Gerard","(Pat) yes
(Jan) Yes"
"7/19/98 12:46:58 PM","Gerard","yes"
"7/19/98 12:47:09 PM","Nancy","The motion passes, thanks for the vote of confidence."
"7/19/98 12:48:14 PM","Clipper","Agreed"
"7/19/98 12:48:18 PM","Gerard","(Pat) I hope she pays."
"7/19/98 12:48:22 PM","Nancy","OK, then Brand can cash the check I sent him for the attorney fee gift, and use it to cover outstanding vouchers. I sent him a copy of all my vouchers, and Clipper and Gerard, you need to REPEAT what you did for Diana. If you no longer have the receipts, I think we can forgot that this time. "
"7/19/98 12:49:02 PM","Clipper","I mailed my reciepts to Diana"
"7/19/98 12:49:26 PM","Nancy","Pat, it will be easier to pay $1,500 and avoid a criminal record, arrest if she gets pulled over for a traffic violation (states share this info), and popped into jail until bond is set, etc. Her father has money, and she should guts up and admit to what she's done."
"7/19/98 12:50:14 PM","Nancy","Clip, just resubmit the voucher, we recall discussion on this. If you don't remember the amounts, I can help via e-mail. I keep records on all of this, and it's in the Board logs from December and April."
"7/19/98 12:50:45 PM","Clipper","Wil do."
"7/19/98 12:50:59 PM","Nancy","We need to vote on this interim approach, as this allows us to get current except for a single voucher, easy to deal with, nice the $1,500 matches up! :-)"
"7/19/98 12:51:38 PM","Nancy","Will someone make a motion on the interim approach, using the attorney gift to substitue, until the prosecution matter is reslved one way or the other?"
"7/19/98 12:52:13 PM","Clipper","I make a motion on the interim aproach"
"7/19/98 12:52:43 PM","Gerard","i second"
"7/19/98 12:52:58 PM","Gerard","(Jan) I second"
"7/19/98 12:53:46 PM","Nancy","A motion has been made and seconded to operate by substituting the $1,500 gift for attorney fee for the funds apparently embezzled by Diana Ferrizzi / Berger. All in favor say Yes, opposed say No."
"7/19/98 12:53:50 PM","Nancy","Yes"
"7/19/98 12:54:01 PM","Clipper","yes"
"7/19/98 12:54:27 PM","Clipper","Brand: yes"
"7/19/98 12:54:33 PM","Nancy","While we're waiting for the votes to come in, I'll move along to our last Agenda item, checks and balances. While we're sore from this episode, a good time to talk about how to prevent this in the future."
"7/19/98 12:54:49 PM","Gerard","(Pat) yes"
"7/19/98 12:54:53 PM","Gerard","yes"
"7/19/98 12:55:06 PM","Gerard","(Pat) yes"
"7/19/98 12:55:23 PM","Gerard","(Jan) Yes"
"7/19/98 12:55:40 PM","Clipper","Brand: here are a few thoughts1. requier dual signatures on checks. The treasuers and 1 other board member2. The treasurer should be requiered to send copies of statements and cancelled checks 1 other boad member (differnet from the co-signer)"
"7/19/98 12:56:00 PM","Nancy","The motion passes. Brand, you should compose a new balance sheet to show the new status, whatever the heck that wouuld look like accounting-wise :-)"
"7/19/98 12:56:44 PM","Clipper","Brand: sure"
"7/19/98 12:57:09 PM","Nancy","The first solution suggested during our mailing list discussions was to Break the Chain, requiring more than one person to perform a misdeed. This is a common audit finding, and they advise to insert this to reduce likelihood. In fact, the risk of mis-deed goes down for every additional person that needs to be involved."
"7/19/98 12:58:44 PM","Clipper","Brand: very true and have different people perform different functions"
"7/19/98 12:58:48 PM","Nancy","For instance, in this situation, if Diana required a second person to receive and deposit the check, she may not have cashed the $500 for what might have been Christmas presents. If a second party was involved in drawing up the Balance Sheet, they would have noticed that not all the money was in the Corporate Account. It was just HER."
"7/19/98 1:00:03 PM","Clipper","Yes, that would have made a difference."
"7/19/98 1:00:45 PM","Nancy","OK, I like the idea of some Board Members getting the Statements listing canceled checks, kind of an internal audit by Board Members. Dual signatures of checks? Outgoing? It only takes one to deposit, and that can be where the problem is too, but review of the Statements would cover that, hold that back."
"7/19/98 1:01:27 PM","Nancy","OK, we've got Board Members, a committee, getting a copy of the monthly Statements. We already state that checks over $500 need to be co-signed by the Pres."
"7/19/98 1:01:44 PM","Clipper","Brand: also you need someone checking on a regualr basis the status of the account. Say monthly that way the temtation to float funds is not there."
"7/19/98 1:02:32 PM","Nancy","Next solution (and we'll vote in a minute) is to have Spot Audits, where a Board Member calls the bank, calls a merchant for Vouchers, and asertains that the expenses actually occurred. This is more toward dealing with grantees when we get them, not now, but could apply now too."
"7/19/98 1:03:21 PM","Gerard","(Jan) Our Internet & International operational model may pose some challenges though. It is easy to have a co-signer if they both are working in the same building. It is not so easy if they are in different states or countries..."
"7/19/98 1:03:27 PM","Nancy","Brand, is not the Board Member getting a Statement a monthly thing? Jan brought up that account balances can be checked electronically, but in order to do so, the person has to have a PIN, and then can withdraw. Not so good there."
"7/19/98 1:04:49 PM","Clipper","I have it set up at the other bank, that when ANY transaction takes place, I get a statement."
"7/19/98 1:05:13 PM","Jan","Finally made it in Netmeeting - Hi all"
"7/19/98 1:05:16 PM","Gerard","(private) Hello Jan"
"7/19/98 1:05:24 PM","Nancy","Jan, yes, I don't think we should get into complicated co-signing. However, it has occurred to me that if we get a large grant, and want tight control, that we hire a bookkeeping service to WORK WITH the Treasurer. For instance, Brand could not issue checks unless they both signed. And the gifts would likewise go to the bookkeeping service, where Brand would sign to deposit, and the bookkeeping service would be bonded, so they stay straight. (bonded means insured)"
"7/19/98 1:05:27 PM","Gerard","helo Jan"
"7/19/98 1:05:47 PM","Nancy","These NetMeeting servers are too busy! They need more servers."
"7/19/98 1:07:12 PM","Nancy","I think we should vote on at least the first solution, which is to have a copy of the Statement mailed, from the bank if possible (don't think that is possible) monthly, to a set number of Board Members who will act as an Audit Committee."
"7/19/98 1:07:27 PM","Nancy","Brand, does SunTrust issue monthly statements?"
"7/19/98 1:08:14 PM","Clipper","Brand: yes they do"
"7/19/98 1:08:31 PM","Jan","Have I missed something here? Shouldn't the vote be on forming a committee to look at these mechanisms? When the committee has its proposals ready, then we should vote. Or? "
"7/19/98 1:09:04 PM","Nancy","Clipper's Gift Pool statements should also be included. Clipper might decide to head off into the wilds of north Alaska with the $600, else (only kidding, he doens't know how to build an igloo yet)"
"7/19/98 1:09:13 PM","Clipper","BB3: do any of the members have access to a fax.I have a fax at home and can fax the statements out"
"7/19/98 1:09:38 PM","Nancy","Brand, I know I don't, but some members may. However, I suspect that most don't. Pat may."
"7/19/98 1:09:44 PM","Clipper","Yes I do realy :-)"
"7/19/98 1:10:05 PM","Nancy","Jan raised a good point, that we FIRSTmust vote to form an Audit Committee, and before that, determine WHO should be on the committee."
"7/19/98 1:10:21 PM","Nancy","I nominate Jan and Pat to be on the committee, both solid business heads."
"7/19/98 1:10:32 PM","Clipper","I second that"
"7/19/98 1:10:57 PM","Gerard","(Pat) Yes, I have access to fax via computer and if our machines can't talk local "
"7/19/98 1:11:06 PM","Nancy","Well, since I can't make a motion, being the chair, someone else needs to make the motion, to form a committee and who should be one it, etc."
"7/19/98 1:11:47 PM","Nancy","Jan, how would you feel about getting amonthly statement and verifying that it matches what the Balance Sheet is saying we should have, etc. "
"7/19/98 1:11:52 PM","Clipper","I make a motion that we form a commitee and that Pat and Jan be on it."
"7/19/98 1:12:01 PM","Nancy","I think a current Balance Sheet would have to be included."
"7/19/98 1:12:14 PM","Nancy","A second to Clipper motion?"
"7/19/98 1:12:15 PM","Gerard","(Pat) I accept the nomination as I hate what is happeninig now. I don't want this to happen agan"
"7/19/98 1:12:44 PM","Jan","I am trying to locate the original proposal via the TT Inc mailing list - there were more people proposed for this committee. What happened?"
"7/19/98 1:12:45 PM","Gerard","i second"
"7/19/98 1:12:46 PM","Clipper","Brand: I secnond"
"7/19/98 1:13:52 PM","Nancy","A motion has been made and seconded to form a Fiscal Audit Committee composed of Jan and Pat, to recieve on a monthly basis a bank Statement from Brand and Clipper, along with a Balance Sheet from Brand, to verify that all is on the up and up. Those in favor say Yes, opposed say No."
"7/19/98 1:13:54 PM","Nancy","Yes"
"7/19/98 1:14:08 PM","Clipper","yes"
"7/19/98 1:14:12 PM","Gerard","yes"
"7/19/98 1:14:36 PM","Clipper","Brand: yes"
"7/19/98 1:14:37 PM","Jan","In that mail, you proposed JAN, CLIPPER, RON, GRANVILLE, PAT, and Brand. "
"7/19/98 1:14:56 PM","Gerard","(Pat) yes"
"7/19/98 1:15:41 PM","Jan","And btw, I do have a fax."
"7/19/98 1:16:02 PM","Nancy","Jan, we could add more members, and Ron (our Internal Audit guy) has not attended a board meeting in almost a year, and Brand and Clipper, being the subjects, should not be on the Audit Committee. My proposal, anyway, was for a committee to study controls, and I think we resolved this via e-mail, etc., or such discussion as this. "
"7/19/98 1:16:26 PM","Clipper","Brand: send me your fax # Jan thanks"
"7/19/98 1:16:27 PM","Nancy","Jan, that was a different proposal, that was for a Study Committee."
"7/19/98 1:17:36 PM","Gerard","(Pat) Nancy, I will be sending e-mail with fax and mailing address"
"7/19/98 1:17:42 PM","Nancy","We could also do that, as a second vote. Or we could just have Inc mailing list discussions, that way we get more ideas, and get it out there that we are SERIOUS about this. A continuing dialog, etc."
"7/19/98 1:18:05 PM","Jan","Being formal, I believe agenda point was ""10. Committee to Study Fiscal Checks and Balances - Vote"""
"7/19/98 1:18:23 PM","Nancy","Kind of like, here's a situation, how could this be countered. Maybe some of our members have really good ideas. And if no, it's a cold water splash to any con artists a'thinking."
"7/19/98 1:18:56 PM","Clipper","I think that is a good idea."
"7/19/98 1:19:01 PM","Nancy","Yes, Jan, you're right, I jumped to a committee to receive the Statements, as this came up during discussion."
"7/19/98 1:19:38 PM","Nancy","We can address Item 10 on the Agenda next. Do you want to vote on the Fiscal Audit Committee votecall?"
"7/19/98 1:19:40 PM","Jan","I think we should deal with that issue first, then do the Fiscal Audit Committee as a separate, new item added to the Misc or Any Other Business at the end of the formal, published agenda."
"7/19/98 1:20:13 PM","Jan","OK, I accept and vote Yes."
"7/19/98 1:20:50 PM","Nancy","The motion passes. A Fiscal Audit Committee has been established, to communicate via fax if they so chose, composed of Jan and Pat to receive monthly, bla , bla .."
"7/19/98 1:21:16 PM","Nancy","The next item is to address Item 10, forming a committee to study fiscal checks and balances."
"7/19/98 1:21:52 PM","Nancy","Any discussion? This committee could take the existing Solutions, which were an exhibit on the web to the Agenda, and expand on that or get specific."
"7/19/98 1:22:34 PM","Nancy","This is in preparation for getting a large grant, as we need to have this in place BEFORE such a grant might be received. In place and investigated, etc, what the checks and balances might be."
"7/19/98 1:23:10 PM","Nancy","Jan, I'm going to censor your fax number in the published log."
"7/19/98 1:23:26 PM","Jan","It is 10 PM in my area. I will need to get up at 5 AM to get going, and have not packed. I propose we try to speed up"
"7/19/98 1:24:05 PM","Nancy","Should we table the study committee until next meeting? It's been 2 hours and I think we're all pooped, frankly."
"7/19/98 1:24:19 PM","Jan","I motion we accept the proposal for a Committee to Study Fiscal Checks and Balances"
"7/19/98 1:24:20 PM","Clipper","Yes"
"7/19/98 1:24:21 PM","Nancy","Motion to table this next item, and then motion to adjourn?"
"7/19/98 1:24:38 PM","Nancy","Second the motion on a committe to study?"
"7/19/98 1:25:02 PM","Nancy","We can decide on the members over the next month, polling who would be willing, etc."
"7/19/98 1:25:19 PM","Jan","Nancy, thanks. Should we btw also censor names? I have noted that certain search engines do include these pages on the web site"
"7/19/98 1:25:19 PM","Clipper","I second"
"7/19/98 1:25:48 PM","Nancy","A motion has been made and seconded to form a Fiscal Controls Committee to study means and methods. All in favor say Yes, opposed say No (members of said committee to be decided later.)"
"7/19/98 1:25:50 PM","Nancy","Yes"
"7/19/98 1:25:54 PM","Jan","Yes"
"7/19/98 1:26:02 PM","Clipper","yes"
"7/19/98 1:26:12 PM","Nancy","Lets get the motion to adjourn in the works now too."
"7/19/98 1:26:14 PM","Gerard","yes"
"7/19/98 1:26:24 PM","Jan","yes"
"7/19/98 1:26:36 PM","Gerard","yes"
"7/19/98 1:26:45 PM","Nancy","Pat's vote? A motion to adjourn?"
"7/19/98 1:27:17 PM","Clipper","Brand: i second (my butt hurts)"
"7/19/98 1:27:55 PM","Clipper","Brand: yes"
"7/19/98 1:27:57 PM","Gerard","(Pat) yes"
"7/19/98 1:28:04 PM","Nancy","Brand seconded a motion to adjourn, but I didn't see the motion to adjourn. Someone make this motion? "
"7/19/98 1:28:06 PM","Jan","I motion we adjourn the meeting"
"7/19/98 1:28:12 PM","Nancy","The motion passes, re study committee."
"7/19/98 1:28:30 PM","Nancy","A motion has been made and seconded to adjourn, all if favor say Yes, opposed say No."
"7/19/98 1:28:31 PM","Nancy","Yes"
"7/19/98 1:28:41 PM","Gerard","yes"
"7/19/98 1:28:42 PM","Jan","Yes"
"7/19/98 1:28:44 PM","Clipper","yes"
"7/19/98 1:29:05 PM","Clipper","Brand: yes"
"7/19/98 1:29:07 PM","Gerard","(Pat) yes"
"7/19/98 1:29:20 PM","Nancy","The motion passes, meeting is adjourned"