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Board Meeting

July 20, 1997

"7/20/97 10:23:21 AM","Nancy","Come to order. The first formal board meeting of what we hope will become Troub led Times, Inc. will begin."
"7/20/97 10:23:23 AM","Ron","Your the moderator :)"
"7/20/97 10:23:34 AM","Nancy","Please note that the agenda for the meeting has been placed on page 1 of the whiteboard."
"7/20/97 10:23:47 AM","Nancy","The first item on the agenda is discussion of the Articles and Bylaws."
"7/20/97 10:24:05 AM","Nancy","I now open discussion on the Articles and Bylaws. Any comments?"
"7/20/97 10:24:39 AM","Clipper","I think the By-laws are very well written."
"7/20/97 10:24:39 AM","Nancy","I gather that there are no comments. "
"7/20/97 10:24:51 AM","Ron","I thought they were well organized and thought out"
"7/20/97 10:25:20 AM","Nancy","The membership formally voted to accept the Articles and Bylaws, and they have been placed on the web for almost a month, for review."
"7/20/97 10:25:56 AM","Nancy","If there are no further comments I am asking Gerard to communicate with Pat Ard and Brand via e-mail for their comments. "
"7/20/97 10:26:29 AM","Nancy","Gerard, please notify us when you have completed this, whether they respond or not. The discussion here will pause until Gerard returns."
"7/20/97 10:26:31 AM","Ron","It should be noted that revisions were made as directed byt the membership. "
"7/20/97 10:27:10 AM","Nancy","Duly noted, Ron. Prior to the membership vote, there was much discussion and revision."
"7/20/97 10:27:53 AM","Gerard","(private) i know have to send them what we voted upon?"
"7/20/97 10:28:28 AM","Nancy","Gerard, ask Brand and Pat if they have any comments on the first agenda item. "
"7/20/97 10:28:54 AM","Gerard","(private) okay.. But i doubt they are online .. but okay.. "
"7/20/97 10:29:04 AM","Nancy","For the record, I want to note that we have 8 active board members, 4 board seats being vacant, so a board meeting quorum is 4."
"7/20/97 10:29:31 AM","Nancy","Per the Bylaws the membership voted to accept, a full 50% of the active board members must approve any resolutions."
"7/20/97 10:29:33 AM","Ron","noted"
"7/20/97 10:29:44 AM","Nancy","Thus, at least 4 members must approve and resolutions we adopt today."
"7/20/97 10:30:41 AM","Nancy","Gerard has flashed a message to me that he is in the process of asking Brand and Pat, the two board member who could not arrange NetMeeting, regarding whether they have any comments to add re Articles and Bylaws."
"7/20/97 10:30:59 AM","Ron","k"
"7/20/97 10:31:08 AM","Nancy","For the record, I would like to note that we have selected NetMeeting as our board meeting vehicle, due to IRC problems."
"7/20/97 10:31:32 AM","Nancy","Some members are having difficulty arranging NetMeeting, although this is their goal. "
"7/20/97 10:31:46 AM","Nancy","Temporarily we are connecting with them during the meeting via e-mail"
"7/20/97 10:32:24 AM","Ron","k"
"7/20/97 10:32:31 AM","Nancy","During the wait. I will open the floor for discussion on what I entered into the record, quorum and NetMeeting (note, not items to be voted upon). The floor is open for discussion."
"7/20/97 10:33:17 AM","Ron","Do you plan to summarize the minutes for posting, "
"7/20/97 10:33:38 AM","Ron","or post the log directly to the web?"
"7/20/97 10:33:50 AM","Gerard","I emailed them. If they have comments, agree with the articles and bylaws or Not?"
"7/20/97 10:34:03 AM","Ron","thank you."
"7/20/97 10:34:12 AM","Nancy","From the time I called the meeting to order, the entire log will be posted to the web as minutes of the meeting."
"7/20/97 10:34:54 AM","Nancy","Gerard, if they return to you, post any comments they want to make onto the chat window. If they do not return in another minute or so, notify me and I will call for a vote motion."
"7/20/97 10:35:21 AM","Gerard","okay"
"7/20/97 10:36:12 AM","Gerard","didn't recieve an email from them yet"
"7/20/97 10:36:15 AM","Nancy","If the Articles and Bylaws pass board approval, then I'll include them with the incorporation papers."
"7/20/97 10:36:37 AM","Nancy","It appears that no board members are attending the meeting via e-mail as yet."
"7/20/97 10:36:49 AM","Nancy","I now ask for a motion to vote on the Articles and Bylaws."
"7/20/97 10:36:58 AM","Clipper","second"
"7/20/97 10:37:12 AM","Nancy","Does someone move for a vote?"
"7/20/97 10:37:35 AM","Clipper","I move for a vote."
"7/20/97 10:37:45 AM","Nancy","Does someone second the motion?"
"7/20/97 10:37:49 AM","Ron","Sure, I will move that we accept the Articles and Bylaws as written."
"7/20/97 10:37:53 AM","Gerard","i move for a vote"
"7/20/97 10:38:19 AM","Gerard","second"
"7/20/97 10:38:21 AM","Ron","make sure motions are made with language which specifies what you move to do."
"7/20/97 10:38:25 AM","Nancy","A motion has been made and seconded to vote on the Articles and Bylaws. All in favor of accepting them as written stay Yes, those opposed say No."
"7/20/97 10:38:31 AM","Nancy","Yes"
"7/20/97 10:38:34 AM","Ron","Yes"
"7/20/97 10:38:39 AM","Gerard","Yes"
"7/20/97 10:38:40 AM","Clipper","yes"
"7/20/97 10:38:46 AM","Nancy","The motion is accepted."
"7/20/97 10:38:59 AM","Nancy","The second item on the agenda is election of officers. T"
"7/20/97 10:39:08 AM","Nancy","This has also been on the web for almost a month. "
"7/20/97 10:39:28 AM","Nancy","The membership elected the officer, but the board must approve the selection."
"7/20/97 10:39:40 AM","Nancy","I now open the floor for discussion on the officers elect."
"7/20/97 10:40:23 AM","Ron","I have seen it on the web, think that we should accept it with a reference to the web page in these minutes, rather than detailing out each office"
"7/20/97 10:40:41 AM","Nancy","If there is no further comment, I now ask Gerard to e-mail both Brand and Pat as to whether they have comments. "
"7/20/97 10:40:54 AM","Nancy","The floor will remain open for discussion on the issue of Officers during this time."
"7/20/97 10:41:18 AM","Ron","or should we list each item office here in the minutes?"
"7/20/97 10:41:23 AM","Nancy","Ron, during the time we have waiting, I'll detail the offices, for the record."
"7/20/97 10:41:30 AM","Ron","thank you."
"7/20/97 10:41:30 AM","Nancy","President - Nancy"
"7/20/97 10:41:54 AM","Nancy","Vice President - Clipper "
"7/20/97 10:42:06 AM","Nancy","Treasurer - Diane Ferrizzi"
"7/20/97 10:42:13 AM","Nancy","Sercretary - Gerard"
"7/20/97 10:42:33 AM","Nancy","The duties of these officers has been outlined in the Bylaws."
"7/20/97 10:43:42 AM","Nancy","Clipper has been busy determining solicitation procedures."
"7/20/97 10:44:08 AM","Ron","yup, saw that, i am sorry i havn't been really active lately, but work has been taking a lot of time this past month."
"7/20/97 10:44:21 AM","Nancy","I note that the duties of the Vice President does not prescribe that, but certainly does not preclude that."
"7/20/97 10:44:31 AM","Gerard","I just emailed to Brand and Pat."
"7/20/97 10:44:33 AM","Nancy","In other words, we don't detail WHO does solicitation."
"7/20/97 10:44:57 AM","Nancy","We do, in the Bylaws, detail that NO solicitation will occur until the Board approves the application."
"7/20/97 10:45:03 AM","Ron","right, all board members should commit to some sort of activity that furthers the organization, if they have a specialty."
"7/20/97 10:45:20 AM","Nancy","So .. we can move forward with preparations, and bring the Applications for approval at the next board meeting./"
"7/20/97 10:45:32 AM","Clipper","Should work as a team"
"7/20/97 10:45:39 AM","Nancy","Gerard, give them a minute, and then report back if there is no response."
"7/20/97 10:45:48 AM","Gerard","okay"
"7/20/97 10:45:57 AM","Ron","we should set up a committee of the board, three or four members to head up this project, in my opinion."
"7/20/97 10:46:07 AM","Gerard","Diana isn't here yet"
"7/20/97 10:46:14 AM","Nancy","Clipper, I agree. Anyone interested in working with you on grant proposals, whether on the Board or just a member, should be included. "
"7/20/97 10:46:25 AM","Nancy","Grant proposal writing is tedious."
"7/20/97 10:46:29 AM","Clipper","noted"
"7/20/97 10:46:43 AM","Ron","and the committe can solicit volunteers from the membership for assistance on particular duties."
"7/20/97 10:46:51 AM","Nancy","That's correct, Geard, we are missing Diane."
"7/20/97 10:47:09 AM","Gerard","No response back yet from Brand and Pat"
"7/20/97 10:47:13 AM","Gerard","be right back "
"7/20/97 10:47:15 AM","Ron","I am considering taking a class on grant writing, my work has offered to send me."
"7/20/97 10:47:54 AM","Nancy","Ron, we need all the help we can get! "
"7/20/97 10:48:14 AM","Gerard","I think that Dina is confused with the UT "
"7/20/97 10:48:30 AM","Gerard","Agree Nancy.. "
"7/20/97 10:48:52 AM","Gerard","I agree about the help."
"7/20/97 10:49:03 AM","Ron","that is why im here. :)"
"7/20/97 10:49:09 AM","Clipper","And I will accept the help."
"7/20/97 10:49:18 AM","Nancy","I put out a broadcast e-mail to all the board members last night, giving the UT web site and stating what I though the time would be for each time zone. She must have gotten tied up in some way, or be having difficulty logging on."
"7/20/97 10:49:36 AM","Nancy","Gerard, enough time has passed, have you heard from any that you have e-mailed?"
"7/20/97 10:50:14 AM","Ron","how do we get items on the agenda for this meeting, i think we need to dedicate a little time to setting up a committed structure, so far we have a couple: Executive, Audit, Solicitation...... any others existing?"
"7/20/97 10:50:15 AM","Gerard","No email from Brand or Pat"
"7/20/97 10:50:30 AM","Ron","sorry committee not commited. oops"
"7/20/97 10:50:38 AM","Nancy","I now call for a move to vote on accepting the officers elect, as elected by the membership."
"7/20/97 10:51:03 AM","Clipper","I call for a move."
"7/20/97 10:51:12 AM","Nancy","Does someone second the motion?"
"7/20/97 10:51:30 AM","Nancy","The motion has been made and seconded. "
"7/20/97 10:51:38 AM","Ron","I move that the individuals specified above in the minutes be elected to fulfill our executive committe positions listed."
"7/20/97 10:51:56 AM","Nancy","All in favor of approving the officers as elected by the membership say Yes, all opposed say No."
"7/20/97 10:52:00 AM","Ron","yes"
"7/20/97 10:52:02 AM","Nancy","Yes"
"7/20/97 10:52:05 AM","Gerard","Yes"
"7/20/97 10:52:05 AM","Clipper","Yes"
"7/20/97 10:52:33 AM","Nancy","The third item on the agenda is staff positions of Public Relations and Internal Audit."
"7/20/97 10:53:02 AM","Ron","we need to make sure that when making a motion it is clear what exactly we move to do. if these are to be the formal minutes."
"7/20/97 10:53:09 AM","Nancy","The membership elected Geson as Public Relations head, and Ron as Internal Audit head."
"7/20/97 10:53:18 AM","Nancy","I now open the floor for discussion on these staff positions."
"7/20/97 10:53:55 AM","Nancy","Geson heartily accepted this postion, via e-mail to the membership. "
"7/20/97 10:54:06 AM","Ron","Sounds good to me, and i accept my position."
"7/20/97 10:55:11 AM","Nancy","Gerard, please put forth an e-mail to Brand and Pat asking for their comments on this matter. Give them a minute and return."
"7/20/97 10:56:26 AM","Nancy","I've had some conversations with Geson regarding a Troubled Times, Inc. web site."
"7/20/97 10:57:00 AM","Ron","Anything new to report?"
"7/20/97 10:57:06 AM","Nancy","Since a domain name requires that one pay an Internet Provider a monthly fee, it might be sufficient for the time being to simply have a directory off Geson's web sites,"
"7/20/97 10:57:14 AM","Nancy","Geson is amenable to that."
"7/20/97 10:57:25 AM","Ron","Sounds Good to me. "
"7/20/97 10:57:56 AM","Nancy","As Public Relations head, he would be updating that directory with announcements and bulletins."
"7/20/97 10:58:14 AM","Nancy","Most of the data would be static, like the Articles and Bylaws."
"7/20/97 10:58:34 AM","Nancy","When grant requests get approved for publication by the Board, then Geson would put those up on that web site too.'"
"7/20/97 10:58:57 AM","Nancy","We should also register with search engines, etc."
"7/20/97 10:59:03 AM","Ron","sounds good, i also have some available disk space I could offer for web pages, if the corp needs some disk space"
"7/20/97 10:59:16 AM","Nancy","Gerad, enough time has passed, have you heard from either Pat of Brand yet?"
"7/20/97 10:59:42 AM","Gerard","No didn't heard from them yet"
"7/20/97 11:00:05 AM","Nancy","I now ask for a motion to approve Geson for Public Relations and Ron for Internal Audit head."
"7/20/97 11:00:25 AM","Clipper","I second the motion"
"7/20/97 11:00:44 AM","Nancy","Does someone make the motion that Clipper has seconded?"
"7/20/97 11:01:39 AM","Nancy","Ron can't make the motion, as he is a subject of the vote."
"7/20/97 11:01:47 AM","Nancy","I can't make the motion, as I am the chair."
"7/20/97 11:02:02 AM","Ron","Sure,, I move that we accept Geson and Ron as staff members to head up the public relations and internal audit committes of the board."
"7/20/97 11:02:10 AM","Ron","sorry. cant do that."
"7/20/97 11:02:31 AM","Gerard","i second"
"7/20/97 11:02:38 AM","Nancy","I'm going to consider this a move and second."
"7/20/97 11:02:44 AM","Ron","thank you."
"7/20/97 11:02:58 AM","Ron","we need to work on the flow of the motions a little... hehe"
"7/20/97 11:03:10 AM","Nancy","I now call for a vote. All in favor of electing Geson to Public Relations head and Ron to Internal Audit head say Yes, opposed say No."
"7/20/97 11:03:11 AM","Nancy","Yes"
"7/20/97 11:03:15 AM","Ron","Yes"
"7/20/97 11:03:17 AM","Gerard","Yes"
"7/20/97 11:03:28 AM","Clipper","Yes"
"7/20/97 11:03:45 AM","Nancy","The fourth item on the agenda is the Lockbox procedure for the secretary."
"7/20/97 11:04:06 AM","Nancy","I have detailed on the agenda the portion of the Bylaws that address this."
"7/20/97 11:04:24 AM","Nancy","In fact, since we have already approved the Bylaws, we have approved this Lockbox procedure."
"7/20/97 11:04:46 AM","Clipper","I agree"
"7/20/97 11:04:58 AM","Nancy","What I wish to gain approval on, formally, is the selection of Brand as the noon-officer Board member who will be Gerard's proxy in this matter."
"7/20/97 11:05:00 AM","Gerard","I also agree"
"7/20/97 11:05:11 AM","Nancy","Brand has been requested, via e-mail, and has accepted."
"7/20/97 11:05:20 AM","Ron","good"
"7/20/97 11:05:44 AM","Nancy","Brand e-mailed me that this would cost $60/yr for a large bank safety deposit box, or $30/yr for a small box."
"7/20/97 11:05:59 AM","Nancy","Accordingly, I place the $60 charge in the Budget."
"7/20/97 11:06:00 AM","Ron","that sounds reasonable."
"7/20/97 11:06:25 AM","Ron","are both members physically near the bax?"
"7/20/97 11:06:32 AM","Nancy","Gerard, please e-mail Pat and Brand asking if they have any comment regarding the selection of Brand as your proxy in the US, or the cost of the Lockbox. "
"7/20/97 11:06:44 AM","Ron","oops sorry."
"7/20/97 11:06:46 AM","Nancy","Give them only a minute before returning, as they are apparently NOT in attendance."
"7/20/97 11:07:21 AM","Nancy","Ron, Brand will be physically near the box, but Gerard will have a Lockbox key."
"7/20/97 11:07:43 AM","Nancy","In this way, Brand is acting like a volunteer staff member to the Secretary."
"7/20/97 11:07:46 AM","Ron","We should have a roll call at the beginning of a meeting, and notify meeting attendendys when a new person arrives."
"7/20/97 11:08:16 AM","Ron","ok, so i assume brand will send the signature card to gerard and all of the details have been worked out. thank you."
"7/20/97 11:08:20 AM","Nancy","Ron, good thought. We're new at this, as the log shows!"
"7/20/97 11:08:55 AM","Nancy","Ron, correct. Gerard, should he so choose, can arrive via airplane and retrieve the papers in the Lockbox."
"7/20/97 11:09:23 AM","Ron","I had to take meetings at our board meeting tuesday night and type them up.. my secretary is on vacation. "
"7/20/97 11:09:23 AM","Nancy","These steps are being taken as the issue was raised during Bylaw drafting of the original papers needing to be on US soil."
"7/20/97 11:09:36 AM","Gerard","i emailed to Pat and Brand "
"7/20/97 11:09:39 AM","Nancy","No one was sure if this was the case or not, but to be on the safe side we made these arrangements."
"7/20/97 11:09:51 AM","Ron","i remember seeing posts to that effect, thanks for refreshing my memory though."
"7/20/97 11:10:09 AM","Nancy","The Bylaws state that the Secretary is responsible for seeing that the original records are placed in this Lockbox."
"7/20/97 11:10:25 AM","Ron","yup, got it on the whiteboard.. hehe"
"7/20/97 11:10:26 AM","Nancy","All officers get a COPY of the records, so they can reference these."
"7/20/97 11:10:45 AM","Nancy","This is to replace the normal situation, where the officers can just walk down the hall and open a filing cabinet."
"7/20/97 11:11:15 AM","Ron","well, it will all be on the net also, our own virtual filing cabinet"
"7/20/97 11:11:17 AM","Gerard","I am right back.. my stomach crumbles (a bit hungry) "
"7/20/97 11:11:17 AM","Nancy","Gerard, a full minute has passed, have they responded?"
"7/20/97 11:11:37 AM","Nancy","I gather that they have not responded. "
"7/20/97 11:11:40 AM","Gerard","No not net yet"
"7/20/97 11:11:55 AM","Gerard","I am right back... wait a minut"
"7/20/97 11:12:25 AM","Nancy","I now call for a move to approve the selection of Brand as the Secretary's proxy for the Lockbox, as outlined in the Bylaws and noted in the agenda. Will someone make this motion?"
"7/20/97 11:12:46 AM","Clipper","I make the motion"
"7/20/97 11:12:55 AM","Nancy","Will someone second the motion?"
"7/20/97 11:12:58 AM","Ron","I second clippers motion to allow brand to be the proxy"
"7/20/97 11:13:12 AM","Gerard","second"
"7/20/97 11:13:54 AM","Nancy","I now call for a vote on this issue. All in favor of approving Brand as the non-officer board member to act as proxy for the Secretary in the matter of Lockbox procedure say Yes, all opposed say No."
"7/20/97 11:14:01 AM","Ron","Yes"
"7/20/97 11:14:04 AM","Nancy","Yes"
"7/20/97 11:14:05 AM","Gerard","Yes"
"7/20/97 11:14:05 AM","Clipper","Yes"
"7/20/97 11:14:11 AM","Nancy","The motion passed."
"7/20/97 11:14:42 AM","Nancy","The next item on the agenda is discussion on the solitication policy as outlined by Clipper."
"7/20/97 11:14:53 AM","Nancy","This has been placed on the Whiteboard, page 2."
"7/20/97 11:15:22 AM","Nancy","This was also distributed via e-mail to all the board members over a week ago, with no changes or objections."
"7/20/97 11:15:39 AM","Nancy","I now open the floor to discussion on the solicitation policy."
"7/20/97 11:16:13 AM","Ron","Are the CD-Rom's made available to anyone doint research?"
"7/20/97 11:16:14 AM","Clipper","No comment unless questions are asked of me."
"7/20/97 11:16:46 AM","Ron","is there a cost for the CD's i guess is my question clip?"
"7/20/97 11:16:46 AM","Clipper","Yes, CD roms are available to the public."
"7/20/97 11:17:01 AM","Nancy","I note that this policy is in ADDITION to the Bylaws, which are quite detailed."
"7/20/97 11:17:04 AM","Clipper","Yes, you must buy them."
"7/20/97 11:17:05 AM","Gerard","okay."
"7/20/97 11:17:11 AM","Nancy","As a supplement, it is complete."
"7/20/97 11:17:16 AM","Ron","have we budgeted for the purchase of these?"
"7/20/97 11:17:29 AM","Clipper","Mine was a gift."
"7/20/97 11:17:59 AM","Nancy","Clipper, what is the cost of the CD? You should remember that this is an expense that can be reimbursed. Save your receipt."
"7/20/97 11:18:04 AM","Ron","just want to make sure if we move to utilize these resources, we are prepared to have them available by members who need to use them?"
"7/20/97 11:18:12 AM","Nancy","Ron, this is not in the Budget, and should be!"
"7/20/97 11:18:26 AM","Clipper","Not sure of the cost as of yet as mine was a gift."
"7/20/97 11:18:27 AM","Gerard","I agree with Nancy about this"
"7/20/97 11:18:32 AM","Ron","me too. "
"7/20/97 11:18:33 AM","Nancy","Ron, there is a petty cash line item in the Budget. This is also on the agenda."
"7/20/97 11:18:50 AM","Nancy","Clipper, if you have it as a gift, then we're all set."
"7/20/97 11:19:07 AM","Clipper","Yes"
"7/20/97 11:19:15 AM","Ron","yup, noticed that, but I havn't seen the budget yet, and i am waiting patiently. :)"
"7/20/97 11:19:18 AM","Nancy","You can't ask to be repaid if you stated in the minutes that it was a gift! "
"7/20/97 11:19:55 AM","Ron","Also, clipper, if you donate to the Not-For-Prof, you get tax relief in USA if you itemize."
"7/20/97 11:19:55 AM","Nancy","Ron, the Budget is on the web, been there for some time, page budget.htm in the /noonproft/ directory. However, I'll whiteboard it for this meeting!"
"7/20/97 11:20:04 AM","Clipper","I understand."
"7/20/97 11:20:13 AM","Ron","thanks, i can go there.. sorry i should be more prepared "
"7/20/97 11:20:46 AM","Nancy","As part of the agenda item, I noted that IRS rules re being a Private Foundation or Public Charity."
"7/20/97 11:21:13 AM","Nancy","It is QUITE IMPORTANT that we solicite aggressively. However, we don't have to have all our percentages in hand, moment to moment."
"7/20/97 11:21:23 AM","Ron","right."
"7/20/97 11:21:31 AM","Gerard","right"
"7/20/97 11:21:49 AM","Nancy","In other words, if we would get a single large grant, that does NOT automatically make us a Private Foundation if we receive several small grants later, within a reasonable time."
"7/20/97 11:21:55 AM","Nancy","The rules are all quite complicated."
"7/20/97 11:22:18 AM","Ron","you bet. "
"7/20/97 11:22:30 AM","Nancy","Gerard, to save time, would you e-mail Brand and Pat and ask if they have any comment on this agenda item? I don't think they are there!"
"7/20/97 11:23:19 AM","Nancy","However, one thing we can do that is sure and safe is aggressively solicite. We can't go wrong. We can only fail. By trying hard is if anything to our benefit per the IRS, my understanding."
"7/20/97 11:23:28 AM","Ron","I would like to move that in subsequent meetings, all board members in attendance will be required to notify the board moderator upon joining the meeting."
"7/20/97 11:23:49 AM","Gerard","Nancy: you mean the IRS item?"
"7/20/97 11:23:52 AM","Ron","yup, we aggressively seek funding where i work."
"7/20/97 11:24:07 AM","Nancy","For instance, one can have only 10% funds from small grantors as opposed to 90% from a single large grantor, yet NOT be considered a Private Foundation if there is evidence of aggressive solicitation practice."
"7/20/97 11:24:48 AM","Nancy","A motion has been made regarding notification of the moderator upon joining the board meeting. Is this motion seconded?"
"7/20/97 11:25:12 AM","Clipper","I second this "
"7/20/97 11:25:33 AM","Nancy","Gerard, this is item 6 and 7 on the agenda. Ask them if they have any comments on the Solicitation Policy."
"7/20/97 11:25:43 AM","Gerard","ok"
"7/20/97 11:26:33 AM","Nancy","A motion has been made and seconded to have Board Members notify the moderator upon joining the meeting, whether this is via the NetMeeting chat window or via e-mail. Notification is required for them to be considered in attendance."
"7/20/97 11:26:44 AM","Nancy","All in favor of adopting this practice say Yes, opposed say NO."
"7/20/97 11:26:47 AM","Nancy","Yes"
"7/20/97 11:26:51 AM","Ron","Yes"
"7/20/97 11:26:53 AM","Clipper","Yes"
"7/20/97 11:27:01 AM","Gerard","Yes"
"7/20/97 11:27:34 AM","Nancy","The motion has passed. This will be in effect on future meetings, as absent board members are not currently aware of this new rule."
"7/20/97 11:28:06 AM","Nancy","Geard, have you heard from either Pat or Brand regarding comments on the Solicitation Policy?"
"7/20/97 11:28:09 AM","Ron","I would like to offer my time to perpare a ""board orientation package"" explaining this type of rule to new board members for the future also."
"7/20/97 11:28:38 AM","Nancy","Ron, would that include how to make a motion, second a motion, etc.?"
"7/20/97 11:29:12 AM","Ron","You bet... the things you said before the meeting would be the skelaton, and i will list rules that apply..."
"7/20/97 11:29:15 AM","Gerard","i just emailed them... i wait a minut"
"7/20/97 11:29:57 AM","Nancy","Lets see, do we need to include anything in this meeting procedure on discussion, when to speak up or when to wait? "
"7/20/97 11:30:06 AM","Gerard","no email yet from them"
"7/20/97 11:30:09 AM","Nancy","In face-to-face meeting, how is this done?"
"7/20/97 11:30:27 AM","Nancy","We are breaking new ground here, on the Internet."
"7/20/97 11:30:29 AM","Ron","I was thinking of a web page to add to our site. "
"7/20/97 11:31:01 AM","Ron","but i could prepare written docs to mail, and meet in netmeeting with new members to teach the whiteboard ect. a whole orientation thing."
"7/20/97 11:31:06 AM","Nancy","I think open chatting is best. If we make rules on when to speak, it could be suppression."
"7/20/97 11:31:25 AM","Nancy","Especially when we are voting on issues! Better a little interruption than suppression of comments."
"7/20/97 11:31:26 AM","Gerard","I agree with Nancy"
"7/20/97 11:31:34 AM","Clipper","I agree also"
"7/20/97 11:31:42 AM","Ron","not on when to speak,, but how we will flow,, not overwhelming, just simple things,,, like "
"7/20/97 11:31:53 AM","Nancy","Ron, this would be a good addition to your web site. "
"7/20/97 11:31:54 AM","Ron","please notify moderator upon entering the meeting"
"7/20/97 11:32:06 AM","Ron","sure.. and you can link there.if ya want.."
"7/20/97 11:32:44 AM","Ron","discussion is the purpose of meeting :)"
"7/20/97 11:32:59 AM","Nancy","Since Gerard has not heard from any e-mail attendees, I now move for a vote on the Solicitation Policy as outlined by Clipper and on the whiteboard page 2. This policy is a supplement to the Bylaws. All in favor of adopting this policy say Yes, opposed say No."
"7/20/97 11:33:06 AM","Ron","Yes"
"7/20/97 11:33:08 AM","Nancy","Yes"
"7/20/97 11:33:19 AM","Clipper","Yes"
"7/20/97 11:33:29 AM","Gerard","Yes"
"7/20/97 11:34:15 AM","Nancy","The motion has passed."
"7/20/97 11:35:01 AM","Nancy","The next item on the agenda is a null item, as the Treasurer has not brought forth documentation within the 3 day period prior to the meeting required by the Bylaws."
"7/20/97 11:35:25 AM","Nancy","The next item is the Budget. Please give me a minute to get this onto a whiteboard."
"7/20/97 11:35:31 AM","Clipper","Do we wait untill next meeting?"
"7/20/97 11:35:47 AM","Ron","I move that we carry these two items to the agend for the next board meeting."
"7/20/97 11:36:11 AM","Clipper","I second this"
"7/20/97 11:36:21 AM","Gerard","I second this"
"7/20/97 11:37:34 AM","Nancy","A motion has been made and seconded to table the accounting method and buget until the next meeting. All in favor say Yes, opposed say No."
"7/20/97 11:37:47 AM","Clipper","Yes"
"7/20/97 11:38:00 AM","Gerard","Yes"
"7/20/97 11:38:21 AM","Nancy","Yes, but qualified that we must consider incorporation costs only."
"7/20/97 11:38:21 AM","Ron","Yes"
"7/20/97 11:38:29 AM","Nancy","The motion has passed."
"7/20/97 11:38:55 AM","Ron","WE should still review the budget,,, if we have time did that get to you on time (3 days)?"
"7/20/97 11:38:59 AM","Nancy","The next item on the agenda is the immediate need for Attorney and CPA."
"7/20/97 11:39:34 AM","Nancy","The Budget has been there, on the web, but this is still very sketchy."
"7/20/97 11:39:40 AM","Ron","I am sorry, i thought we were moving the items #8/9,, i am a bit confused. "
"7/20/97 11:40:02 AM","Nancy","We have lots of time before we need this, as it is only needed for IRS purposes. They require a 2 Year Buget with the 1023 form"
"7/20/97 11:40:26 AM","Ron","ok. i will check it out before the next meeting. thanks for the explanation."
"7/20/97 11:40:38 AM","Nancy","OH! We need to reconsider that last vote. Please make your motion again, Ron, and we'll take a revote due to this confusion."
"7/20/97 11:41:00 AM","Nancy","Actually, Ron, we don'"
"7/20/97 11:41:03 AM","Ron","I move that we table items #8 - 11 due to lack of information at this time."
"7/20/97 11:41:09 AM","Ron","how is this?"
"7/20/97 11:41:22 AM","Nancy","Who seconds this motion?"
"7/20/97 11:41:32 AM","Clipper","I second this motion"
"7/20/97 11:41:33 AM","Gerard","second"
"7/20/97 11:42:07 AM","Nancy","A motion has been made and seconded to table agenda items 8 - 11 at this time. All in favor say Yes, opposed say No."
"7/20/97 11:42:16 AM","Clipper","Yes"
"7/20/97 11:42:24 AM","Ron","Yes, with the exception stated before by nancy"
"7/20/97 11:42:24 AM","Nancy","Yes, but qualified that we may need to address incorporation costs only during this meeting."
"7/20/97 11:42:47 AM","Gerard","Yes.."
"7/20/97 11:42:54 AM","Nancy","The motion has passed."
"7/20/97 11:43:18 AM","Nancy","Agenda items 12 and 13 are in regard to an immediate need for CPA and attorney. I open the floor for discussion on this issue."
"7/20/97 11:43:34 AM","Ron","wanna refresh us on background?"
"7/20/97 11:43:41 AM","Nancy","Gerard, to save time, would you e-mail Brand and Pat and if they have comments on this issue or wish to vote, etc."
"7/20/97 11:43:47 AM","Nancy","Yes"
"7/20/97 11:43:57 AM","Ron","for the record. :)"
"7/20/97 11:43:57 AM","Gerard","okay"
"7/20/97 11:43:58 AM","Nancy","There is no money to hire a CPA or attorney."
"7/20/97 11:44:22 AM","Ron","sounds good to me, do we have any access to donated services?"
"7/20/97 11:44:35 AM","Nancy","I question the need at present, as we have NO grants, are NOT preparing a tax return yet, and have prepared the Articles and Bylaws pre Nolo Press, and they seem to be in line with the IRS Publication 557."
"7/20/97 11:44:35 AM","Ron","members etc.?"
"7/20/97 11:44:37 AM","Clipper","We need an Attorney who will work for free or on a retainer"
"7/20/97 11:44:55 AM","Nancy","Don't get me wrong, I'd love to have this professional help, but who will pay for it?"
"7/20/97 11:45:17 AM","Ron","we should priortiize finding board members with family members, ect who we can at least ask simple questions of."
"7/20/97 11:45:29 AM","Nancy","Ron, I'm hoping, in fact, for either donated services or members with these skills, etc."
"7/20/97 11:45:30 AM","Clipper","Since we don't have an Attorney, we should press on untill we can afford one."
"7/20/97 11:46:11 AM","Nancy","I think we should draw the line that before we accept a grant of any size (other than they type I plan to made, for $1,000 for incorporation costs, etc.) we DO need to have this all reviewed by an attorney."
"7/20/97 11:46:39 AM","Clipper","I agree"
"7/20/97 11:46:44 AM","Nancy","I think we should also draw the line that we don't submit an annual tax form to the IRS, showing our ACTUAL expenditures, until reviewed by a CPA."
"7/20/97 11:47:04 AM","Clipper","I also agree on this"
"7/20/97 11:47:12 AM","Nancy","I think we understand how to conduct our business, have tight Bylaws, so that we won't miss-step on issues, in the mean time."
"7/20/97 11:47:23 AM","Clipper","I may have a freind for this"
"7/20/97 11:47:31 AM","Ron","i agree, we should post a message to this effect with the membership, and use our resoureces to find one an attorney immediately to review docs when necessary, as for the tax returen, the quarterly forms should be sent if any are required, but the annual 990 needs to be audited by a CPA."
"7/20/97 11:47:35 AM","Gerard","I agree"
"7/20/97 11:47:52 AM","Nancy","The issue of B&O insurance is also one that takes a bit of time. The insurance companies want to SEE YOU IN BUSINESS for a period of time before then consider underwriting. "
"7/20/97 11:48:22 AM","Clipper","Explain B&O"
"7/20/97 11:48:23 AM","Ron","well, i suppose it behooves us to get organized as quickly as possible then... "
"7/20/97 11:48:55 AM","Nancy","B&O is Board and Officers "
"7/20/97 11:48:55 AM","Ron","Directors and Officers protect us as board members of a public corp. There are potentials for us being sued as board members."
"7/20/97 11:49:11 AM","Clipper","OK"
"7/20/97 11:49:25 AM","Gerard","thanks for the explanation"
"7/20/97 11:49:48 AM","Ron","we carry ours with our professional liability insurance... there are so many types you can get..."
"7/20/97 11:50:04 AM","Nancy","Ron, from what I can see, we need to incorporate BEFORE we can get insurance. It would, of course, be good to have all reviewed by professionals, but from what I can see, taking Nolo Press and reviewing against IRS suggested wording and rules, we're in good shape."
"7/20/97 11:50:16 AM","Nancy","Remember,we can change the Bylaws or Budget with a board meeting!"
"7/20/97 11:50:32 AM","Gerard","I know"
"7/20/97 11:50:34 AM","Nancy","The only thing in concrete is the Articles, and they are so simple, right out of the book."
"7/20/97 11:50:53 AM","Ron","we are in great shape... you are working very hard. and i understand we need to incorporate before anything else, but it may take a while to get completely set up."
"7/20/97 11:51:25 AM","Nancy","Gerad, please e-mail Brand and Pat to see if they have any comment on this matter of deferring attorney and CPA choice, or wish to vote on the matter."
"7/20/97 11:51:47 AM","Ron","Bambina ( says she is running late and will be here shortly (is this diane?)"
"7/20/97 11:52:04 AM","Gerard","Yes that's Diana"
"7/20/97 11:52:06 AM","Nancy","Ron, I'll take action on your suggestion on putting a notice to the membership for CPA or attorney friends, etc. "
"7/20/97 11:52:47 AM","Ron","should we formalize this action as a board action, or are you just going to use your presidential authority? "
"7/20/97 11:52:48 AM","Nancy","Ron, yes! We'll update her on the votes. Good for her to be here for the $1,000 discussion and incorporation costs!"
"7/20/97 11:53:14 AM","Ron","she is offline in icq right now, but i can forward the text of the message if you like."
"7/20/97 11:53:39 AM","Nancy","Ron, yes! Copy the most recent discussion up for a vote and lets get her response!"
"7/20/97 11:54:05 AM","Ron","k . i will send it offline to her. brb"
"7/20/97 11:55:33 AM","Gerard","btw i realy doubt that Pat and Brand are online"
"7/20/97 11:55:36 AM","Ron","I sent a message to her, hope she is bak soon."
"7/20/97 11:56:00 AM","Ron","do we have any alternate rt method of reaching them?"
"7/20/97 11:56:45 AM","Ron","i know my e-mail gets flooded with messages. :)"
"7/20/97 11:56:45 AM","Gerard","Only the email, as they have an AOL account"
"7/20/97 11:57:23 AM","Ron","thanks for the budget"
"7/20/97 11:58:45 AM","Nancy","Ron, they were both told to be checking their e-mail frequently during this time. This has been under discussion with Pat for almost a week. Gerard and I practiced on Thurday morning, and this method works. Pat declined to be in attendance at that time or any other. I think she's got time conflicts galore right now."
"7/20/97 11:59:10 AM","Nancy","Brand said he had NetMeeting up but it was too slow, hrz problems, just this AM we heard from him."
"7/20/97 11:59:33 AM","Nancy","Gerard and I let him know about this e-mail method, but we're not sure he got to his e-mail queue."
"7/20/97 11:59:43 AM","Nancy","He stated ""sorry I can't make the meeting""."
"7/20/97 12:00:01 PM","Nancy","The 1 Year Budget is on page 3 of the whiteboard."
"7/20/97 12:00:08 PM","Ron","That is cool, e-mail is a great idea."
"7/20/97 12:00:31 PM","Nancy","Sorry about the spacing, the row is taking up about 3 rows, but at least the incorporation costs can be seen."
"7/20/97 12:00:52 PM","Clipper","Board looks fine"
"7/20/97 12:00:53 PM","Ron","so we are looking at less than a $100 defecit at this point. "
"7/20/97 12:01:18 PM","Nancy","Ron, via e-mail, we can drop the text of the chat window into the body, and likewise drop their comment back onto the log. Should work. A bit of a distraction for Gerard, but OK overall."
"7/20/97 12:01:40 PM","Ron","yup, gotcha... "
"7/20/97 12:01:51 PM","Gerard","btw i doubt if i used the right methode.. "
"7/20/97 12:01:58 PM","Nancy","While we're waiting for Diane to arrive or comment on deferment of attorney and CPA, we can discuss the Budget."
"7/20/97 12:02:11 PM","Ron","looks like we need a fundraiser soon, we have no contingency dollars in the budget, "
"7/20/97 12:02:32 PM","Gerard","but anway i think i did.. At least i hope so :"
"7/20/97 12:02:33 PM","Nancy","Ron, yes, $100 but some of those items may be over estimated."
"7/20/97 12:02:53 PM","Nancy","For instance the Seal. Not sure if that will be $50 each, or if additional can be gotten for less."
"7/20/97 12:03:02 PM","Clipper","Directors mail box is about $106 as I was informed"
"7/20/97 12:03:20 PM","Nancy","Also, who knows what postage will be from now until the end of the year. "
"7/20/97 12:03:48 PM","Clipper","Correct"
"7/20/97 12:03:49 PM","Nancy","Receipts for this can lag, be submitted some months later, I suppose."
"7/20/97 12:03:53 PM","Ron","I understand your concern, we just did our 6 month revision now. "
"7/20/97 12:04:23 PM","Nancy","Gerard, don't worry about your technique, as it appears that no one was there anyway!"
"7/20/97 12:04:51 PM","Nancy","Clipper, duly noted on the $106."
"7/20/97 12:04:58 PM","Ron","well, do we have the books set up at all? i wish diane would hurry ang get here. :)"
"7/20/97 12:05:24 PM","Gerard","(private) notice that there is one problem, i can only copy one line. So if i have to send a part of the chat , i have to save it , open notepad, and copy. And again and again.."
"7/20/97 12:05:33 PM","Nancy","Budgets are very fluid. They are a guideline, not written in concrete unless they spell out how one is to spend a certain amount of money."
"7/20/97 12:06:00 PM","Ron","this looks like a pretty good draft.. "
"7/20/97 12:06:04 PM","Nancy","For instance, if we get a grant for administration purposes, then the budget would be changed to show how we would spend that monty."
"7/20/97 12:06:32 PM","Nancy","The costs are for incorporation using TCC, The Company Corporation. "
"7/20/97 12:06:50 PM","Ron","k"
"7/20/97 12:06:52 PM","Nancy","They are the ones how reserved Troubled Times, Inc with the State of Delaware for me, in my name."
"7/20/97 12:07:10 PM","Nancy","This is good until July 26, 1997, but we can extent the time for another 30 days if needed."
"7/20/97 12:07:29 PM","Nancy","I recommend we let them do the incorporation, as our agents, as they are quite reasonable and seem well organized."
"7/20/97 12:07:35 PM","Ron","what are we lacking to make the deadline"
"7/20/97 12:07:37 PM","Nancy","All this will come up for vote, of course."
"7/20/97 12:07:43 PM","Clipper","I think it may be needed"
"7/20/97 12:07:56 PM","Nancy","Ron, has Diane responded re the attorney and CPA deferment issue?"
"7/20/97 12:08:10 PM","Ron","nope, she is still offline."
"7/20/97 12:08:45 PM","Clipper","I say we move on"
"7/20/97 12:08:49 PM","Gerard","agree"
"7/20/97 12:09:08 PM","Ron","agree, i will keep an eye out for her"
"7/20/97 12:09:29 PM","Nancy","Well, technically, she's not in attendance yet. I think we should vote. Is there a motion to defer the choice of an attorney and CPA until such time as one is deeded necessary by the Board?"
"7/20/97 12:09:55 PM","Ron","so our main obstacale of incorporating is getting the paperwork looked at by an attorney?"
"7/20/97 12:09:56 PM","Clipper","I motion that"
"7/20/97 12:10:09 PM","Nancy","Ron, this is not neccessary!"
"7/20/97 12:10:11 PM","Ron","second the deferrment"
"7/20/97 12:10:13 PM","Ron","ok."
"7/20/97 12:10:17 PM","Nancy","We can incorporate without an attorney."
"7/20/97 12:10:24 PM","Ron","cool"
"7/20/97 12:10:43 PM","Gerard","okay"
"7/20/97 12:10:46 PM","Nancy","In fact, the Nolo Press book, which is kind of generic accross states, says that using this book gets past the need for an attorney."
"7/20/97 12:11:04 PM","Ron","perfect,, then we should get on with the vote. :)"
"7/20/97 12:11:37 PM","Nancy","A motion has been made and seconded to defer the selection of an attorney and CPA until such time as the Board deems this professional help necessary. All in favor say Yes, opposed say No."
"7/20/97 12:11:39 PM","Nancy","Yes"
"7/20/97 12:11:44 PM","Ron","Yes"
"7/20/97 12:11:59 PM","Clipper","Yes"
"7/20/97 12:12:06 PM","Gerard","Yes"
"7/20/97 12:12:35 PM","Gerard","I am right back"
"7/20/97 12:12:44 PM","Nancy","The motion has passed. Please note that issues that would require professional services MUST come before the Board, so this will not pass our notice."
"7/20/97 12:12:50 PM","Ron","does anyone know if netmeeting has macros? they could be handy in this type of meeting."
"7/20/97 12:13:14 PM","Clipper","Not sure"
"7/20/97 12:13:21 PM","Nancy","Items 14 and 15 on the agenda are to be tabled, per our Bylaws, as there wasn't information provided to the Board 3 days prior."
"7/20/97 12:13:40 PM","Clipper","Agreed"
"7/20/97 12:14:19 PM","Gerard","agreed"
"7/20/97 12:14:19 PM","Nancy","Items 16 and 17 on the agenda, discussion of electronic sharing of books, is also to be tabled at this time due to lack of material being made available 3 days prior."
"7/20/97 12:14:31 PM","Clipper","Agreed"
"7/20/97 12:14:50 PM","Nancy","Please note that these agenda items were just my idea, my suggestion, and the lack of material is not a problems in that regard."
"7/20/97 12:15:04 PM","Nancy","We are NOT READY to address these items by any means, in other words."
"7/20/97 12:15:08 PM","Clipper","Noted"
"7/20/97 12:15:46 PM","Nancy","The next item to be discussed are items 19 and 20 on the agenda, the PO Box to be used for Director's mail."
"7/20/97 12:16:09 PM","Nancy","Clipper, would you explain this procedure, which was outlined to the Board members already."
"7/20/97 12:17:08 PM","Clipper","Yes, to protect officers and board members. I am offering my business mail box as a forwarding mailbox to all....more"
"7/20/97 12:17:27 PM","Nancy","Gerard, would you poll Brand and Pat via e-mail to see if they want to participate in discussion on the Director's PO Box, or vote on this issue? If they don't respond within a minute, we will move forward, etc."
"7/20/97 12:17:42 PM","Clipper","I can sort through mail and forward once a week to each...more"
"7/20/97 12:18:29 PM","Clipper","I will sort and discard all junk mail..If multiple copies are there I will email to recipients."
"7/20/97 12:18:43 PM","Clipper","Saving postage..."
"7/20/97 12:19:12 PM","Clipper","The corporation Company charges too much for this forwarding service."
"7/20/97 12:19:17 PM","Clipper","Done"
"7/20/97 12:19:30 PM","Nancy","I think a pertinent issue is that Clipper is likely to have access to this PO for some time, perhaps for the duration (until 2003), where others are likely to move."
"7/20/97 12:19:50 PM","Clipper","I've had it for 15 years."
"7/20/97 12:19:51 PM","Nancy","I myself plan to move, so my current PO box would be inappropriate to include in the Articles."
"7/20/97 12:20:14 PM","Clipper","And I ain't goin no where"
"7/20/97 12:20:35 PM","Nancy","TCC provides a mail forwarding service, which they call Basic Service, which is any mail sent to them from the State of Delaware or the IRS, and the like."
"7/20/97 12:21:26 PM","Clipper","I think $3.50 per item?"
"7/20/97 12:21:32 PM","Ron","sorry, got booted after DONE"
"7/20/97 12:21:44 PM","Nancy","However, to get comprehensive mail forwarding costs $242 a year, and then I suspect there is additional charges per piece. I get the impression that it may be $3.50 per peice to forward."
"7/20/97 12:21:54 PM","Nancy","Clipper is much more reasonable!"
"7/20/97 12:22:04 PM","Clipper","Yes, free"
"7/20/97 12:22:22 PM","Ron","Cool, you need that scanner soon, so you can just scan and attach to e-mail "
"7/20/97 12:22:23 PM","Clipper","Except postage"
"7/20/97 12:22:38 PM","Clipper","Very good idea!!"
"7/20/97 12:22:45 PM","Nancy","I would like to ask for a motion to include Clipper's PO Box as the official address of directors on the Articles of Incorporation papers."
"7/20/97 12:22:52 PM","Nancy","Does someone make this motion?"
"7/20/97 12:23:03 PM","Clipper","I motion this"
"7/20/97 12:23:13 PM","Ron","Sure I move that clippers PO Box gbe the official board of directors address. "
"7/20/97 12:23:19 PM","Nancy","Does someone second the motion?"
"7/20/97 12:23:36 PM","Clipper","I second"
"7/20/97 12:23:42 PM","Nancy","The motion has been made and seconded. All in favor say Yes, all opposed say No."
"7/20/97 12:23:44 PM","Nancy","Yes"
"7/20/97 12:23:48 PM","Ron","Yes"
"7/20/97 12:23:49 PM","Gerard","Yes"
"7/20/97 12:23:50 PM","Clipper","Yes"
"7/20/97 12:23:58 PM","Nancy","The motion passes."
"7/20/97 12:24:30 PM","Nancy","The last item on the agenda is acceptance of $1,000, gift from me, to cover incorporation costs and administrative costs."
"7/20/97 12:24:57 PM","Nancy","The wording of my gift is included in the agenda, as on the whiteboard page 1"
"7/20/97 12:25:18 PM","Nancy","If this is approved, I will be sending Diane a check for $1,000 (I have her home address)."
"7/20/97 12:25:38 PM","Clipper","No need for discussion here, I whole heartedly accept your gift with thanks."
"7/20/97 12:25:43 PM","Nancy","She will then have to open an account in accordance with our Bylaws, and deposit this."
"7/20/97 12:25:44 PM","Ron","The wording seems appropriate... "
"7/20/97 12:26:05 PM","Nancy","Then, when I incorporate (should we so vote), I will be submitting receipts for reimbursement."
"7/20/97 12:26:20 PM","Clipper","Agreed"
"7/20/97 12:26:25 PM","Gerard","agreed"
"7/20/97 12:26:37 PM","Nancy","This seems odd, that I give her money so she can pay me back, but officially, the Inc is paying for incorporation, not ME."
"7/20/97 12:26:38 PM","Ron","right..."
"7/20/97 12:26:50 PM","Clipper","right"
"7/20/97 12:27:13 PM","Clipper","We must start somewhere"
"7/20/97 12:27:22 PM","Ron","right you should actually have her cut a check from the corp to the vendor, rather than paying it yourself and getting reimbursed later.... we can discuss this when the time comes "
"7/20/97 12:27:25 PM","Nancy","Since there seems little need for discussion, I'm asking Gerard to once again post an e-mail to Brand and Pat, in case they are there, asking them if they have comment or would like to vote on this issue of the $1,000 gift."
"7/20/97 12:27:49 PM","Ron","Are we setting up a business checking account? "
"7/20/97 12:27:57 PM","Nancy","Meanwhile, while we're waiting for Gerard to return, we can chat about incorporation proceedure."
"7/20/97 12:27:59 PM","Gerard","okay... going to send email.. now"
"7/20/97 12:28:15 PM","Ron","ok... what ya got about incorporating..?"
"7/20/97 12:28:22 PM","Clipper","Whats the next step?"
"7/20/97 12:28:29 PM","Nancy","This is what TCC does. ... more"
"7/20/97 12:29:46 PM","Nancy","They have a web site at that is an online form for incorporation."
"7/20/97 12:29:59 PM","Nancy","I don't particularly like this, but they ALSO have an 800 number."
"7/20/97 12:30:16 PM","Nancy","Since we have detailed Articles and Bylaws, I prefer not to do this via the web."
"7/20/97 12:30:34 PM","Nancy","Our paperwork should be submitted to the State of Delaware."
"7/20/97 12:30:39 PM","Clipper","Over the phone?"
"7/20/97 12:30:57 PM","Nancy","I mean to call them, once board approval has been secured to incorporation, and ask how this should proceed."
"7/20/97 12:31:07 PM","Clipper","OK"
"7/20/97 12:31:09 PM","Ron","right, to incorporate, and we send a check with it? or do they invoice us?"
"7/20/97 12:31:13 PM","Nancy","They seem very well organized and efficient."
"7/20/97 12:31:42 PM","Ron","based on recent conversations?"
"7/20/97 12:31:52 PM","Nancy","I was quite impressed with their responses when I called asking WHERE I could get the Secretary of State of Delaware's address in order to reserved the name. "
"7/20/97 12:32:05 PM","Ron","nice"
"7/20/97 12:32:07 PM","Nancy","They reserved the name for me as we spoke! No charge."
"7/20/97 12:32:32 PM","Ron","Cool, and the budget was worked up after this consultation i assume?"
"7/20/97 12:32:36 PM","Clipper","In Wilmington Delaware"
"7/20/97 12:32:43 PM","Nancy","I'm not sure just what the steps will be, perhaps a combination of web and phone and mail. I'd take the cautious route, for sure."
"7/20/97 12:33:13 PM","Nancy","The Budget is per posted costs on their web site. These are their actual published costs."
"7/20/97 12:33:55 PM","Nancy","I expect that the best way to move this along is to use a charge card, and use the invoice as a receipt."
"7/20/97 12:34:27 PM","Ron","That will work, with a second set of records offsite (at the credit card co) if we ever need them."
"7/20/97 12:34:28 PM","Clipper","American Express send quarterly statements."
"7/20/97 12:34:41 PM","Gerard","no email yet from Pat or Brand?"
"7/20/97 12:34:49 PM","Clipper","They are very efficient"
"7/20/97 12:34:55 PM","Ron","nope, and diana is still offline"
"7/20/97 12:35:01 PM","Nancy","There may be minor variations, but the costs should be close. I guessed on the Seal charges, as our Bylaws require each officer to have one. That would mean 4 (oops I only budged for 3, forgot we now have a VP)."
"7/20/97 12:35:20 PM","Clipper","Thanks"
"7/20/97 12:35:21 PM","Nancy","Approval to proceed with incorporating will requires a little wiggle room, etc."
"7/20/97 12:36:06 PM","Nancy","My visa sends monthly, and shows who recipient. Also, I suppose TCC would send an itemized bill."
"7/20/97 12:36:09 PM","Ron","well i move that we accept you restricted donation, and promise to only use it for the purposes stated in your offer."
"7/20/97 12:36:49 PM","Nancy","OK, we've had some time since Gerard polled Pat and Brand."
"7/20/97 12:37:01 PM","Clipper","I second"
"7/20/97 12:37:11 PM","Gerard","I seond"
"7/20/97 12:37:32 PM","Nancy","Motion has been made and seconded on the $1,000 giff. All in favor say Yes, all opposed say No."
"7/20/97 12:37:34 PM","Nancy","Yes"
"7/20/97 12:37:35 PM","Ron","Yes"
"7/20/97 12:37:42 PM","Clipper","Yes"
"7/20/97 12:37:43 PM","Gerard","Yes"
"7/20/97 12:37:50 PM","Nancy","The motion passed."
"7/20/97 12:38:07 PM","Nancy","Now, in that the Articles and Bylaws have been approved by the membership and Board..."
"7/20/97 12:38:21 PM","Nancy","and in that the deferal of attorney and CPA review has been approved by the Board .."
"7/20/97 12:38:53 PM","Nancy","and in that the budget covering the incorporating costs have been reviewed (but deferred for approval until later) by the Board .."
"7/20/97 12:39:16 PM","Nancy","and in that we have approved the Director's address as Clipper's PO Box .."
"7/20/97 12:39:36 PM","Nancy","there is no bar to actually proceeding with the Incorporation via TCC, should the Board approve this."
"7/20/97 12:39:58 PM","Nancy","There is no material to be reviewed, as all these matters were approved by the board."
"7/20/97 12:40:12 PM","Ron","Yes, I move that this board of directors apply for incorporation in the state of delaware with the assistance of TCC. "
"7/20/97 12:40:23 PM","Clipper","I second this"
"7/20/97 12:40:31 PM","Nancy","Following incorporation, there is the matter of seeking nonprofit status from the State of Delaware and most importantly the IRS."
"7/20/97 12:40:48 PM","Ron","ammended: utilizing the funds recieved by form of restricted donation for this purpose."
"7/20/97 12:41:10 PM","Ron","right.. but first we must inc, right?"
"7/20/97 12:41:22 PM","Nancy","A motion has been made and seconded that we proceed to incorporate in the State of Delaware, using TCC services. All in favor say Yes, all opposed say No."
"7/20/97 12:41:31 PM","Ron","Yes"
"7/20/97 12:41:33 PM","Gerard","Yes"
"7/20/97 12:41:34 PM","Clipper","Yes"
"7/20/97 12:41:40 PM","Nancy","Yes"
"7/20/97 12:41:45 PM","Nancy","The motion passes."
"7/20/97 12:42:01 PM","Nancy","Yes, Ron, FIRST we Incorporate, THEN we apply."
"7/20/97 12:42:03 PM","Ron","i believe i interrupted you nancy, "
"7/20/97 12:42:38 PM","Nancy","It is also true that we must incorporate to actually be eligible for grants and gifts."
"7/20/97 12:43:05 PM","Clipper","I think most form s require this"
"7/20/97 12:43:17 PM","Ron","cool, glad we are moving fwd then."
"7/20/97 12:43:18 PM","Nancy","Of course, we could say we intend to incorporate, but my feeling is that if we actually have taken these steps, then grantors take us seriously."
"7/20/97 12:43:27 PM","Ron","u bet"
"7/20/97 12:43:31 PM","Clipper","Yes"
"7/20/97 12:43:35 PM","Gerard","agree. right"
"7/20/97 12:43:48 PM","Ron","so what does the timeline look like now... "
"7/20/97 12:44:37 PM","Nancy","Since this has been approved by the Board, that we move forward, I would like to be your agent in this matter. I will charge the expenses, staying within the bounds of the Budget, with a bit of wiggle room, lets say NO MORE THAN 50% OVERRUN on the charges as outlined during this meeting without another meeting to review these changes."
"7/20/97 12:45:04 PM","Clipper","I agree to this"
"7/20/97 12:45:10 PM","Nancy","As I'm offering but cannot make a motion, being chair, would someone else move to allow me to be your agent in this matter, moving forward, etc."
"7/20/97 12:45:13 PM","Ron","authority delegated !!!"
"7/20/97 12:45:38 PM","Nancy","Thanks, Ron, but should we not actually vote? Would you move?"
"7/20/97 12:45:48 PM","Ron","ok.. i move we delegate the authority to nancy to take all steps neccessary to implement the intent of the previous motion."
"7/20/97 12:45:51 PM","Ron","hows that?"
"7/20/97 12:46:01 PM","Clipper","I Second this"
"7/20/97 12:46:13 PM","Nancy","Oh, timeline would be right away, and they have an expedited service on getting a federal EIN, employeed ID."
"7/20/97 12:46:18 PM","Gerard","I second this"
"7/20/97 12:46:40 PM","Ron","cool, so when should we convene the next board meeting? "
"7/20/97 12:46:52 PM","Clipper","Lets vote"
"7/20/97 12:46:56 PM","Ron","Yes"
"7/20/97 12:47:01 PM","Clipper","Yes"
"7/20/97 12:47:04 PM","Nancy","A motion has been made and seconded to allow Nancy, as President, to act as agent of the Board for incorporation purposes, contacting TCC and going through incorporation steps as outlined."
"7/20/97 12:47:06 PM","Gerard","Yes"
"7/20/97 12:47:16 PM","Ron","Yes"
"7/20/97 12:47:21 PM","Clipper","Yes"
"7/20/97 12:47:34 PM","Nancy","These steps, by the way, have been on the web in the page."
"7/20/97 12:47:36 PM","Nancy","Yes"
"7/20/97 12:47:43 PM","Nancy","The motion passes."
"7/20/97 12:47:54 PM","Ron","I think this may be redundant, as you should have this authority as president anyway, but as you've said before, better safe than sorry."
"7/20/97 12:48:12 PM","Clipper","We are a team"
"7/20/97 12:48:12 PM","Nancy","Ron, oops! Didn't realize I have this authority!"
"7/20/97 12:48:37 PM","Ron","dont our by laws give you authority to sign legal docs as an agent of the not-for-profit we are setting up?"
"7/20/97 12:48:40 PM","Nancy","Better this little formality than to discover I overstepped and did something that IS NOT OFFICIAL, etc."
"7/20/97 12:48:52 PM","Nancy","Oh, Ron, you're so right!"
"7/20/97 12:49:01 PM","Nancy","Right in the Bylaws!"
"7/20/97 12:49:08 PM","Nancy","If I croak, then Clipper does this."
"7/20/97 12:49:16 PM","Clipper","Thanks"
"7/20/97 12:49:48 PM","Nancy","I'll notice the Board and membership as this proceeds, when something gets accomplished. "
"7/20/97 12:50:10 PM","Clipper","Yes, keep us informed"
"7/20/97 12:50:32 PM","Gerard","allright "
"7/20/97 12:50:42 PM","Nancy","When we have a federal EIN, an Incorp number from Delaware, or whatever we get as a result of incorporation, then I'll make announcments too."
"7/20/97 12:50:52 PM","Nancy","This way, we can begin to solicite, when we are official!"
"7/20/97 12:51:12 PM","Nancy","Also, my understanding is that we can get included in publications listing nonprofit organizations."
"7/20/97 12:51:15 PM","Clipper","Yes, we need this info first"
"7/20/97 12:51:27 PM","Clipper","And yes"
"7/20/97 12:51:50 PM","Nancy","If there are no other items to be discussed during this Board meeting, we can consider ajourning. Are there other items?"
"7/20/97 12:52:02 PM","Clipper","None here"
"7/20/97 12:52:10 PM","Gerard","no that i know off "
"7/20/97 12:52:19 PM","Ron","i think the official business is over, i would like to chat unofficially about some things after the meeting if anyonne has time."
"7/20/97 12:52:29 PM","Nancy","The official meeting is at an end."