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Board Meeting

June 11, 2000

1. Project Status - Report by President
Seed TEAM support continues in the 1+ acres of land intensively gardened at or near the headquarters site with list of produce for seed, and additional seed purchased thanks to Roger and Toni and the continuing donations from John Kelso. Short Wave Radio installation of intercontinental antenna scheduled. Storm Shelter preparation of site with 9 truckloads of (free) soil. The Guest Cottage was upgraded at site owners expense, and the headquarters entry readied. Hydroponics/Aquaponics arrival of Shuichi Inoue for 3 months of volunteer work, setup of hydroponic equipment, and startup of Cycle 1. Four Worm Beds were completed, plumbed, filled with sifted soil and compost, and populated with dozens of adult nightcrawlers (captured while spawning) and their recent offspring. Shuichi signed a Binding Agreement re earthworm recipes. Thanks to Jon Cook for finalizing repair on the basement floor. Video Servers are being assembled by volunteer Ernie Watkins in Silicon Valley, discussion on Internet connection schema underway. Nonprofit assets were labeled and photographed (for insurance purposes), with the prepaid Room&Board allowance reduced by the cost of assets used for nonprofit projects.
2. Proactive Project List - Vote or NOT
Projects must be approved by the Board to be listed as seeking funding on the corporation's home page. To date, only projects with a Principal willing to do the work have been listed. The President is recommending a more Proactive Approach: 1. listing the projects that need to be done and 2. actively seeking Principals from the individuals who have an outstanding track record as volunteers contributing to the Troubled Times content. This list was put out for review before the Board some weeks ago, after a survey and discussion on, with only Clipper's Dome project added to the list. The President is asking for approval of this list and format, to replace the current list on the web.
3. Public Corporation vs Private Foundation - Report by President
At the last Board Meeting the President broached the concern of being considered a Private Foundation if more than 10% of the funding comes from a single source. This is an IRS concern, with the next IRS review date on December, 2001. A conference with the corporate CPA firm, Wegner LLP, put these fears to rest. The impact is on the donor, not the recipient, to prevent the wealthy from evading taxes. They can only deduct 30% of their gross income (vs 50%) as gifts to nonprofits if the nonprofit is deemed their private foundation. The nonprofit recipient may then have to disburse at least 5% of its income, not a concern in our case where we are essentially disbursing all funds received promptly. This rule is, in fact, not consistently applied. As our primary donors do not have control over the nonprofit, then the IRS may deem it a moot issue.
4. Annual Reporting Requirements - Report by President
The corporation must make regular reporting to the IRS, the State of Delaware, and the State of Wisconsin. The calendar, and requirements, are listed in a table of Annual Requirements. In that the Vice President, Clipper, has resigned, a quorum of the Board stands in as a replacement should the President be unable to continue after a 30 day period absence. The Board should thus be aware, as a body, of these requirements.
5. Binding Agreements - Discussion
Our Bylaws require a Binding Agreement to be signed by any party receiving nonprofit funding, such that the nonprofit holds any patents or copyrights ensuring from the project being funded. This is to prevent nonprofits from becoming de facto startup companies, for instance. The IRS required this Bylaw before granting us nonprofit status. However, some projects such as Seed TEAM support are non-applicable by their nature. We are not developing hybrid seeds, we are just growing existing seeds. Ron Darby signed the Binding Agreement last year, which covers the new worm bed design, and Shuichi Inoue likewise did so re earthworm recipes, which will be new. Where there is the possibility that a new concept or product can be created, a Binding Agreement is required.
6. Short Wave Network - Policy Discussion
The Short Wave as Internet project is conducting classes and practice sessions with the goal of forming a short wave network capable of acting as a substitute internet (using Moon Bounce if necessary) to be operational prior to and after the pole shift. The instructor, Ron Darby, is being supported by the corporation with an intercontinental antenna. It has been envisioned that other sites around the world will also need such towers, to facilitate the development of this network. Ron is recommending the guidelines for such an outlay for equipment be as follows: No outlay for initial radio equipment. The recipient must have either done the groundwork (be licensed) or must complete the web classes, do the required reading, participate in IRC practice sessions, and participate in the IRC Q&A sessions. To date, only Shirley Short qualifies. Ron is recommending that the Short Wave as Internet project be updated to authorize the purchase of an Intercontinental antenna for Shirley when the funding becomes available and she is situated to receive this.
7. Acceptance of $16,798 - Vote or NOT
The President is pleased to announce the receipt of an additional $15,000 from a family foundation, via their Treasurer, Nicholas Kobush, her film production agent, and $1,798 from him personally. No restrictions or designations were placed upon this donation, but the Board is required to accept all donations exceeding $1,000. A new Budget was developed by the President to address this and other anticipated funding.
$52,665.97 will have been received by the corporation, with $24,918.96 spent (with corporate assets about $11,000.00). When Minor/Maintenance allowance accounts for projects were approved in April, it was known that funding was not yet available to cover all these accounts if all designated funds were spent. The shortfall needs to be covered for those allowances being utilized. Active project expenses include Short Wave Radio installation ($7,755.00), Linux Server costs remaining ($457.49), and Storm Shelter installation ($2,500). Active allowances expected to be tapped include Admin & Ops ($154.98), Hydroponics ($141.90), Aquaponics ($223.67), Storm Shelter ($29.33), Short Wave Radio ($1,566.76), and Seed TEAM ($241.23). Deferable designated project expenses include the Seed TEAM tiller trailer ($700). Relatively inactive allowances include TV Film Clip ($429.22), Linux Servers ($800), and Family Garden ($92.47). Taking into account funds designated by the Board for projects, plus active allowances that need to be available, the funds available to be spent at this time after acceptance of the above gift is $14,676.65.
The President recommends disbursing the available funds as follows:
Travel expenses have not yet been paid for volunteers Shuichi Inoue and Jon Cook (who declined reimbursement.)
Payee Item Reason Costs
Shuichi Volunteer Travel 3 months '99

3 months '00
Round Trip from Osaka: $887.00
Airport Hotel Stays: $289.00
Round Trip from Osaka: $766.00
$500 was allocated as the allowance for minor expenses to complete the Worm Bed project, but additional tools (an asset, the property of the nonprofit) were required and the overage is $438.00. $500 should be assigned to cover this and give a future allowance. Only 40% of this project's expenses have been for bed materials, with 51% for tools or nonprofit assets. These early projects bear the brunt of acquiring tools. An oversight on hydroponics/aquaponics was the need for de-humidifiers in the basement, which does not have a ventilation system. The Outhouse project, newly added to the list due to May 19th assistance from David Friedman and Jon Cook in relocating the outhouse (vs destruction), required $91 in lumber and rope costs.
Payee Item Reason Costs
Worm Beds Overage Minor/Maintenance: $500.00
Farm/Fleet Hydro/Aquaponics Oversight (2) De-Humidifiers: $450.00
Nancy Outhouse Repair/Reloc Lumber and Rope: $91.00
Allowance: $9.00
The Storm Shelter project, originally called a Berned Hut with Metal Roof project, received a designated $2,000 last September from the Bruce White's of Michigan. It was then determined that the cost of renovating the old barn foundation would be $13,000 ($8,000 for resetting stones, $5,000 for roof). Sewer/water work in the Village provided free fill for the site, afording placement flexibility. Ron Darby proposed the purchase of a metal shelter so that pole shift survival modifications such as metal seats with seat belts and vent flaps to prevent oxygen loss could be done. The additional costs to purchase a $2,995 metal shelter (vs $1,950 concrete shelter) would include a higher shipping rate.
Payee Item Reason Costs
Storm Shelter Metal Mods
Additional: $1045.00
Additional: $500.00
The President has recently learned that her homeowners insurance does not cover nonprofit assets. As the Intercontinental antenna for the Short Wave as Internet project may require extra liability insurance, insurance to cover nonprofit assets should include additional liability.
Payee Item Reason Costs
Insurance No Coverage! Estimated/yr: $500.00
Discussed at the April Board Meeting, and on the mailing list in early May, is compensation of individuals who has given an Extraordinary amount of time to nonprofit projects. The President is recommending the following compensation be approved, for past efforts with demonstrable results and sustained activity required. The criteria recommended for evaluating efforts was
- individual took responsibility for task, owned it, drove it, made it happen
- task was important, central, had dependencies, not trivial
- task was completed, with measureable and palpable results
- task would otherwise be done by professional (accountant, attorney, public relations)
- hours expended were outside of occasional, were sustained and dedicated
Payee Item Reason Costs
Ron 169.5 days Bookkeeper
Worm Beds
Seed Gardens
Seed Grower
Radio Web
Radio Classes
Hdqtrs Spt.
Nancy 117 days Chairperson
Seed Grower
Hdqtrs Mgr.
IRS Approval
Wisco Regis.
Geson 20 days Film Clip $1,000.00
Roger 18 days Seed Hub $500.00
Toni 12 days Seed Hub $500.00
The Wood Gas project, wherein Olli's WWII specs would be followed so they can be modified for aftertime living, has recently gained a site near the headquarters, so work can begin on this project in the Fall. Welding equipment, which would be used on the Aquaponics project (cow watering tank drainage) and Houseboat demos as well, would need to be purchased and would then be an asset of the nonprofit. Funding for this project can wait, in preference to completing ongoing projects, if necessary.
Payee Item Reason Costs
Welding Equipment Multipurpose Available: $640.00
Anticipated expenses without available funding include:
Skyway Arial Service installs short wave towers in the headquarters area, such as the International antenna authorized for the Short Wave project. In that Ron Darby is drastically overextended, timewise, contracting with Skyway to build the concrete pad and erect the antenna should be funded. Skyway has the crane, required for erection, which would have to be rented in any case. Skyway reports that a soil test, at $1,500, is required before a pad structure can be determined. The President has temporarily authorized this test from the $1,566.67 available in her discretionary account, but the cost of this test and other funds to cover the contractor costs are anticipated to be an overage at some point in the future.
Collecting content for streaming video or the videos and brochures to be published by the nonprofit has begun, filming the collection of earthworms, soil preparation, and worm bed operation. A video with tripod was purchased in 1998 to film testimony in order to prosecute the (apparent) embezzlement of $1,500, a successful prosecution. This $935 camera has essentially been used only for nonprofit activity, and is being used to document worm bed and hydroponic events. This purchase can wait, if funds are not yet available. Ichi's personal digitizing camera has also been heavily utilized, demonstrating the value of this tool.
Payee Item Reason Costs
Nancy Video Camera Being Used $935.00
Digitizing Camera Asset Needed Estimated: $1,000.00