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Board Meeting

March 22, 1998

"3/22/98 10:34:02 AM","Nancy","A quorum has assembed and the Board Meeting will begin. Please come to order."
"3/22/98 10:34:18 AM","Nancy","I've posted the Agenda on the whiteboard, and will post it on the IRC channel also."
"3/22/98 10:35:32 AM","Nancy","The first order of business is a report by the President on Form 990 to the IRS."
"3/22/98 10:36:12 AM","Nancy","We were not required to file unless our gross income was $25,000 or greater, OR if the IRS specifically requested a filing by sending us a Form 990 to fill out. This was not the case."
"3/22/98 10:36:19 AM","Nancy","So, I simply didn't file."
"3/22/98 10:36:26 AM","Nancy","Any discussion on that matter?"
"3/22/98 10:36:37 AM","Clipper","None here"
"3/22/98 10:37:16 AM","Gerard","none here"
"3/22/98 10:37:33 AM","Nancy","The second item on the Agenda will be skipped, as it is a report by the Treasurer on writing checks for outstanding Vouchers. She is not here yet, so we will defer that item."
"3/22/98 10:37:53 AM","Clipper","Agread"
"3/22/98 10:38:03 AM","Gerard","ok"
"3/22/98 10:38:26 AM","Nancy","The third item on the Agenda is a report from the Secretary Proxy on the Lockbox contents. He sent a list to both Shirley and I, detailing this. The list is on the Whiteboard, page 2, and I will post it on the IRC page."
"3/22/98 10:39:10 AM","Nancy","This list looks comprehensive to me."
"3/22/98 10:39:19 AM","Clipper","Very.."
"3/22/98 10:40:09 AM","Nancy","Interactions with the Feds is 1. the EIN (employer ID) and 2. Form 1023, 872-C, 8718"
"3/22/98 10:40:33 AM","Nancy","The Employer ID includes a response from the IRS giving us tax payment coupons, should we need them."
"3/22/98 10:41:09 AM","Nancy","The Form 1023 included such items as a 3 year Budget and Certificate of Incorporation, an official copy from Delaware."
"3/22/98 10:43:39 AM","Nancy","Lockbox items that involve the State of Delaware include 1. Power of Attorney where we grant TTC (The Company Corporation) to act as our agent in incorporation matters, 2. instructions from TCC on how to incorporate, 3. various Vouchers covering incorporation costs, 4. a List of Directors updating TCC on the election results of first year elections."
"3/22/98 10:44:18 AM","Nancy","Also involving State of Delaware is 5. Annual Report, required to be filed each year by March 1st."
"3/22/98 10:45:54 AM","Nancy","Not involving either the feds or Delaware are 1. electronic signatures from the first year Board members (as I was under the impression that Board members had to sign the incorporation papers, which proved not to be the case), 2 Voucher from Clipper on mailing costs, 3. Bylaw copy, 4. 2 year Budget, which has changed."
"3/22/98 10:47:05 AM","Gerard","Hello anyone over here.. or?"
"3/22/98 10:47:15 AM","Nancy","Any comment on this? I myself have a comment. I don't think we need to keep a copy of all Vouchers in the Lockbox, as after a time the volume will go nuts. This is relevant only between the Treasurer and Internal Audit, really."
"3/22/98 10:47:46 AM","Gerard","think you'r right... "
"3/22/98 10:47:49 AM","Clipper","I agree,, the list is already exstensive.."
"3/22/98 10:47:59 AM","Nancy","Since the electronic signatures were not needed (Delaware allows a single individual to incorporate) we could also clean that out."
"3/22/98 10:48:49 AM","Clipper","Maybe the stuff can be put in a box and stored by Brand...... stuff that is not necessary"
"3/22/98 10:48:51 AM","Gerard","Nancy, better to go to the phoenix irc server.. sandiego is laggin big time"
"3/22/98 10:48:57 AM","Nancy","Should we be keeping all old copies of the Budget? I guess so! Historical record. However, only the current copy of the Bylaws should be maintained, reflecting changes, my thoughts."
"3/22/98 10:48:59 AM","Gerard","lagging"
"3/22/98 10:49:31 AM","Nancy","I'm going to switch IRC."
"3/22/98 10:52:02 AM","Nancy","Pat has suggested on IRC that Vouchers be scanned to disk after awhile, old records. Since these are sent to the Treasurer electronic, except for the receipts, this could be done. A historical copy of all Vouchers on floppy or Zip, one per year. Good thought."
"3/22/98 10:52:36 AM","Clipper","God idea"
"3/22/98 10:52:40 AM","Clipper","Good"
"3/22/98 10:52:49 AM","Nancy","Do we need to take a vote on any of this? Procedure for cleaning up the Lockbox and keeping a yearly historical record of all Vouchers, electronic copy?"
"3/22/98 10:53:02 AM","Clipper","No need for a vote here."
"3/22/98 10:53:38 AM","Nancy","I think the incorporation Vouchers should remain in the Lockbox, only. Leave what is there showing startup, but moving forward, no more Vouchers except the electronic copy."
"3/22/98 10:54:16 AM","Clipper","I think the originals should still be stored at least in a box somewhere."
"3/22/98 10:55:17 AM","Nancy","Any disagreement on removing the electronic signatures from the lockbox? I do think we should amend the Bylaws to say the Treasurer is to keep an electronic copy of the Vouchers, yearly. We in fact have no record keeping instructions to the Treasurer!"
"3/22/98 10:55:45 AM","Gerard","(Pat) After a specified period why not scan them in to disk?
(Pat) It would be easier to keep up with the vouchers that way."
"3/22/98 10:56:01 AM","Nancy","OK, Clipper has suggested that the Treasurer keep the original, which include receipts, in a box. I think that should be retained definitely, as the IRS may audit us!"
"3/22/98 10:56:21 AM","Clipper","Some day, they might"
"3/22/98 10:57:21 AM","Nancy","Would someone like to motion for a vote on this? That the Treasurer should retain all original Vouchers and Receipts in a box, and forward to the Lockbox an electronic copy of all Vouchers received, yearly? If she does not receive them electronically, they can be put in that format easily."
"3/22/98 10:57:58 AM","Gerard","wait a minut... netsplit on IRC"
"3/22/98 10:58:43 AM","Clipper","I would like to make a motion that the Treasurer retain all original vouchers and receipts in a box and forward to the lockbox, an electronic copy of all vouchers yearly."
"3/22/98 10:59:02 AM","Nancy","Anyone seconding this motion?"
"3/22/98 11:00:21 AM","Gerard","(Lyn) second it"
"3/22/98 11:01:08 AM","Nancy","A motion has been made and seconded that the Treasurer retain all original vouchers and receipts in a box and forward to the lockbox and electronic copy of all vouchers yearly. All in favor say YES, opposed say NO"
"3/22/98 11:01:10 AM","Nancy","Yes"
"3/22/98 11:01:17 AM","Clipper","Yes"
"3/22/98 11:01:48 AM","Gerard","yes"
"3/22/98 11:02:13 AM","Gerard","(Lyn) yes
(Pat) yes"
"3/22/98 11:02:49 AM","Nancy","I see by the IRC (which will soon be posted here) that the motion has passed. I will amend the Bylaws appropriately."
"3/22/98 11:03:15 AM","Nancy","Brand, you can toss the electronic signatures, as they were never needed and will be clutter and confusing in the future."
"3/22/98 11:03:49 AM","Gerard","(Lyn) yes
(Pat) yes
(Gerard) Nancy Yes
(Brand) yes
(Gerard) Nancy Yes
(Gerard) Clipper Yes
(Gerard) Gerard yes"
"3/22/98 11:03:51 AM","Nancy","The next item on the agenda is a report from the Vice President on his Gift Pool formation, which he was authorized to establish last Board Meeting. Clipper?"
"3/22/98 11:04:15 AM","Nancy","Take it away, Clipper!"
"3/22/98 11:04:32 AM","Gerard","(Brand) will do"
"3/22/98 11:05:02 AM","Clipper","The gift pool has been established. We currently have $100 in the account. Mary Ann is the only signer listed on the account."
"3/22/98 11:05:42 AM","Clipper","The account has been established at Mt McKinley bank in Fairbanks, Alaska"
"3/22/98 11:06:46 AM","Clipper","If later, the signer needs to be changed, The board can vote on the new signer and it can be changed."
"3/22/98 11:06:47 AM","Nancy","Clipper's wife is the bookkeeper in their house. The next item on the Agenda is a report from the Vice President on design of a Receipt, which I believe Pat helped him with. The Receipt will potentially be used by folks reporting their tax deductible contributions to the IRS.
"3/22/98 11:07:43 AM","Nancy","Clipper is RESPONSIBLE for the Gift Pool, just as the Treasuers is RESPONSIBLE for the funds and payment of Vouchers, but may delegate to a bookkeeper if she sees fit."
"3/22/98 11:07:47 AM","Clipper","The receipt book is still in the design stage. I am waiting for pricing from Kinko's. We will have the inc logo on the receipts."
"3/22/98 11:08:17 AM","Nancy","OK,.so what did you send our first Gift Pool donor? "
"3/22/98 11:08:29 AM","Clipper","Nothing yet."
"3/22/98 11:08:52 AM","Clipper","He will be the first to receive a copy of our receitps."
"3/22/98 11:09:25 AM","Clipper","I will send him a letter informing him of our intentions."
"3/22/98 11:09:44 AM","Nancy","Perhaps he could be send a note saying that the formal receipt is in the design stage, and he'll get another one, but that you received the $100, etc. The next item on the Agenda is a report from the Vice President on solicitation efforts to Ben & Jerry's Foundation. Clipper, take it away!"
"3/22/98 11:11:17 AM","Clipper","The solicitation to Ben & Jerry's foundation is ready to go as soon as we find out about how to and what it will take to make a video form those who will be the ones making it."
"3/22/98 11:11:57 AM","Clipper","It is only a teo sided form and will not take much once we have this information."
"3/22/98 11:12:01 AM","Clipper","Two"
"3/22/98 11:12:07 AM","Nancy","OK, as Clipper is aware, I let Geson and Michael know yesterday that I will help with this. It will be ready shortly."
"3/22/98 11:12:31 AM","Clipper","As soon as we have that, I will send it off."
"3/22/98 11:12:34 AM","Nancy","Clipper, I didn't realize we were waiting on this. Let's push it, reminding one another, etc."
"3/22/98 11:12:45 AM","Clipper","Agreed"
"3/22/98 11:13:10 AM","Nancy","The next item on the agenda is a VOTE, to confirm something the membership voted on when last approving the applications by new members."
"3/22/98 11:14:02 AM","Nancy","Our Bylaws state that new members MUST be voting members of the TT web site team, meaning now that they have contributed to the content. Then the Bylaws state that the Inc members must VOTE. As we have seen, voting can be a terrific overhead in e-mail traffic."
"3/22/98 11:15:07 AM","Nancy","The bottom line, which the Inc members agreed with by indicating YES on the votecall ballot, is that only if an objection is made to a new member will their ever be a negative vote. Thus, if there is no objection to an applicant, then why even have the vote!"
"3/22/98 11:15:44 AM","Clipper","Agreed, it wastes allot of time"
"3/22/98 11:16:44 AM","Gerard","right"
"3/22/98 11:17:08 AM","Nancy","This simplifies things. Same difference. The Bylaws should be changed to reflect the Inc membership feeling on this matter. We need a motion and a vote to this effect. The Bylaws on new members should be amended to state that a vote of approval need only be polled where there is an objection to an applicant, and that a NOTICE will be placed before the Inc members as to who the new applicants are, and after a 2 week period, if there is no objection, the applicant is approved. (The motion can just refer to what I just said, etc.)"
"3/22/98 11:18:58 AM","Gerard","Lyn just left IRC"
"3/22/98 11:19:01 AM","Clipper","I make a motion that the bylaws should be ammended to state that a vote of approval need only be polled where there is an objection to an applicant and that a notice be placed before the Inc members as to who the new applicants are."
"3/22/98 11:19:42 AM","Nancy","OK, we just lost our quorum. Is Lyn going to return? I think we should proceed with this vote, and catch Lyn when she returns."
"3/22/98 11:19:47 AM","Nancy","Do we have a second?"
"3/22/98 11:20:51 AM","Gerard","(Pat) I second the motion
(Brand) I second"
"3/22/98 11:21:02 AM","Nancy","A motion has been made and seconded re the Bylaws change on voting on new applicants only when objection is made. All in favor say YES, opposed say NO."
"3/22/98 11:21:09 AM","Clipper","Yes"
"3/22/98 11:21:11 AM","Nancy","Yes"
"3/22/98 11:21:15 AM","Gerard","Michel is in the chat.. but i don't know if he has the right.. is he a boardmemember?"
"3/22/98 11:21:17 AM","Gerard","Yes"
"3/22/98 11:22:01 AM","Nancy","Gerard, Michel is NOT a Board Member."
"3/22/98 11:22:19 AM","Gerard","okay.. then we don't have a quorum.. to bad"
"3/22/98 11:22:32 AM","Gerard","but he gets email from ttinc"
"3/22/98 11:23:03 AM","Nancy","Let's collect the votes, and place this before the other Board members by e-mail. It's kind of a formality as the membership expressed their desires on this matter, and there was no contention on the issue at all."
"3/22/98 11:23:14 AM","Nancy","What are the IRC votes?"
"3/22/98 11:23:49 AM","Gerard","No votes yet"
"3/22/98 11:24:34 AM","Nancy","I see that Pat has voted but Brand not yet, due to lag time I'm sure. Meanwhile we'll proceed on the next Agenda item"
"3/22/98 11:24:58 AM","Gerard","(Brand) yes"
"3/22/98 11:25:50 AM","Nancy","It is also a formality that we vote in the elected Officers and Staff. The Board gets elected, and supposedly appoints the Officers and key Staff. This is to allow changes during the year if someone goes nuts or something. The Board can respond more quickly, voting takes time. "
"3/22/98 11:26:17 AM","Nancy","Note, on the application vote, I'll put this before Lyn via e-mail, and collect her vote, CC the Inc on this matter."
"3/22/98 11:26:20 AM","Gerard","we don't have a quorum yet i think "
"3/22/98 11:26:39 AM","Clipper","Agreed on the email"
"3/22/98 11:26:53 AM","Nancy","I will also deal with approving the elected Officers and key Staff by e-mail, CC the Inc. so we can proceed. This is also just a formality."
"3/22/98 11:26:54 AM","Gerard","agreed"
"3/22/98 11:27:07 AM","Clipper","Agreed"
"3/22/98 11:27:30 AM","Nancy","The Officers elected are President: Nancy, Vice President: Clipper, Treasurer: Di, Secretary: Shirley."
"3/22/98 11:27:40 AM","Clipper","You should also bring up the importance of attendance at board meetings."
"3/22/98 11:28:05 AM","Nancy","The key Staff positions are Public Relations: Geson, Internal Audit: Ron, Internet Comm: Gerard, Secretary Proxy: Brand."
"3/22/98 11:28:35 AM","Nancy","Would someone make a motion to approve the elected or currently serving key Staff positions? "
"3/22/98 11:29:14 AM","Nancy","Clipper, regular nagging may be necessary, yes. My understanding is that most Board work with a quorum of less than half, due to this kind of situation."
"3/22/98 11:29:31 AM","Gerard","(Brand) I motion for the above elected and key staff positions"
"3/22/98 11:29:33 AM","Clipper","I would like to make a motion that we approve the elected or currently serving key Staff positions."
"3/22/98 11:29:36 AM","Gerard","(Pat) I second the motion"
"3/22/98 11:29:58 AM","Gerard","I have to get faster with this copy and paste stuff :))) "
"3/22/98 11:30:36 AM","Nancy","A motion has been made and seconded that we approve the Officers and key Staff voted in by the membership during the Annual Elections for Board Members. All in favor say YES, opposed say NO."
"3/22/98 11:30:39 AM","Nancy","Yes"
"3/22/98 11:30:41 AM","Clipper","Yes"
"3/22/98 11:31:01 AM","Gerard","yes"
"3/22/98 11:31:34 AM","Gerard","(Brand) yes"
"3/22/98 11:31:41 AM","Gerard","(Pat) yes"
"3/22/98 11:32:10 AM","Nancy","The motion is missing Lyn's vote, which I'll handle by e-mail, CC the Inc. later, as this is a formality."
"3/22/98 11:32:24 AM","Clipper","Agreed"
"3/22/98 11:32:58 AM","Nancy","The next item on the Agenda is a report on the President on fulfilling a Bylaw requisite that an Application for new membership be put on the web. This has not yet been done, but is on my to-do, (I'll do it today)"
"3/22/98 11:33:33 AM","Clipper","God idea"
"3/22/98 11:33:39 AM","Clipper","Good even...."
"3/22/98 11:33:40 AM","Nancy","I'd like to see if there is any discussion on this matter. In other words, we have a restricted membership in that one must be a contributing member to the TT web content, a working team member, before they can apply."
"3/22/98 11:33:41 AM","Gerard","(Brand) That fine"
"3/22/98 11:34:02 AM","Nancy","The Application should state that, I presume, or we may be busy explaining matters endlessly."
"3/22/98 11:34:27 AM","Clipper","That is how it should be. All applicants should be working members of Troubled Times"
"3/22/98 11:34:29 AM","Nancy","I guess it could quote the Bylaws, with a link there, so the applicants can see that for themselves. "
"3/22/98 11:35:05 AM","Gerard","good thinking"
"3/22/98 11:35:07 AM","Nancy","I was thinking that the Application could also ask the applicant WHAT their contribution was, even though I keep a log of this, as this will focus them on whether they did or did not make a contribution :-)"
"3/22/98 11:35:09 AM","Clipper","That would be a good way."
"3/22/98 11:35:13 AM","Gerard","(Gerard) Nancy I guess it could quote the Bylaws, with a link there, so the applicants can see that for themselves.
(Pat) agreed"
"3/22/98 11:36:17 AM","Nancy","OK. This will also help the IRS, should they visit our web site, in determining how we handle Applications. We state no fee is required, etc., and this will clarify all of that."
"3/22/98 11:36:54 AM","Clipper","Agreed"
"3/22/98 11:37:18 AM","Nancy","The last item on the Agenda is discussion on the MTV Grant Proposal which Clipper needs for the Ben & Jerry's solitation effort."
"3/22/98 11:37:37 AM","Gerard","(Gerard) Nancy OK. This will also help the IRS, should they visit our web site, in determining how we handle Applications. We state no fee is required, etc., and this will clarify all of that.
(Brand) we should have a clause in there that would allow an exception. There may be an instance where one is going behind the sence activities with not access to the internet or email. A situation where an existing member can request waiver in this."
"3/22/98 11:37:53 AM","Nancy","I e-mailed Geson and Michael and Clipper last night detailing what I thought we needed. We need a list of effort and items, and their cost, for one."
"3/22/98 11:37:54 AM","Clipper","Yes, I need the how to's and how muches for the application."
"3/22/98 11:38:12 AM","Nancy","For instance, 2 hours of a film slicing machine rental, at $300/hr, or whatever."
"3/22/98 11:38:27 AM","Nancy","For instance, 25 hours of artist time, free."
"3/22/98 11:38:51 AM","Nancy","For instance, 25 blank video cartrides, at $10.99 each, etc."
"3/22/98 11:39:29 AM","Nancy","The mission statement needs to be written, and I've offered to help with that. The content of the video, as in animated pole shift, film of survivors in anguish and confusion, etc."
"3/22/98 11:39:47 AM","Nancy","All this will be worked on over this next week or so, so Clipper can make the application. "
"3/22/98 11:40:13 AM","Gerard","(Gerard) Nancy For instance, 25 blank video cartrides, at $10.99 each, etc.
(Brand) do we figure peoples time in with those costs?"
"3/22/98 11:40:16 AM","Nancy","Our Bylaws state that the Board must approve each Grant Proposal, but they have already approved the general guildlines of what they would be interested in."
"3/22/98 11:40:25 AM","Clipper","Yes, as the deadline for submitting the application is soon for this quarter."
"3/22/98 11:40:52 AM","Nancy","Brand, if we must pay for the people time, yes, it shoudl have a cost associated with it. If Geson and Michael's time, then I'm assuming it will be free."
"3/22/98 11:41:22 AM","Gerard","Michel says his time is free: ' my time is free, only cover expenses'"
"3/22/98 11:41:51 AM","Nancy","I would suggest that since the Board approved the MTV as a possible Grant Proposal, that Clipper proceed with the Ben & Jerry's application and the Board review the specific Grant Proposal wording next Board Meeting before the MTV stuff goes on the web."
"3/22/98 11:42:08 AM","Nancy","The B&J application is short and concise, the web version will be detailed."
"3/22/98 11:42:49 AM","Clipper","The first step in a cover letter and breif application..."
"3/22/98 11:43:06 AM","Clipper","If we are apporved, then we do the big application."
"3/22/98 11:43:18 AM","Gerard","(Gerard) Nancy The B&J application is short and concise, the web version will be detailed.
(Brand) so just outside sources say an actor or something like that."
"3/22/98 11:43:26 AM","Nancy","Clipper, let me know if you need help with the cover letter. Send me your draft if you want an extra set of eyes on it, etc."
"3/22/98 11:43:46 AM","Clipper","Okay"
"3/22/98 11:43:46 AM","Nancy","Brand, correct. "
"3/22/98 11:47:36 AM","Nancy","This concludes our meeting agenda. Action items are 1. Brand removes the electronic signatures from the lockbox, 2. Nancy amends the Bylaws to say the Treasurer must keep Vouchers and Receipts in a box, and electronic Voucher copies yearly to lockbox, 3. Nancy must secure Lyn's vote on the new membership Application by exception Bylaw change, and approving the Officers and key Staff voted in, 4. Nancy must do a web Application for new members, 5. Nancy/Geson/Mitchel/Clipper do the MTV Grant Proposal for next Board Meeting approval, 6. Clipper completes the B&J application and submits it."
"3/22/98 11:48:27 AM","Clipper","Sounds good"
"3/22/98 11:48:44 AM","Gerard","yes"
"3/22/98 11:50:06 AM","Nancy","OK, if there are no further items to be discussed (remember we must provide a 3 days notice to the Board material they are to review) then the meeting can be adjourned. Is there a motion to adjourn?"
"3/22/98 11:50:34 AM","Nancy","I guess we don't need a quorum to adjourn :-). "
"3/22/98 11:50:43 AM","Clipper","I motion we adlourn"
"3/22/98 11:50:55 AM","Gerard","i second"
"3/22/98 11:51:04 AM","Gerard","(Brand) I motion to ajourn"
"3/22/98 11:51:13 AM","Gerard","(Pat) second"
"3/22/98 11:51:18 AM","Nancy","A motion has been made and seconded to adjourn. All (attending) in favor say YES, opposed say NO."
"3/22/98 11:51:21 AM","Clipper","Yes "
"3/22/98 11:51:22 AM","Nancy","Yes"
"3/22/98 11:51:41 AM","Gerard","(Pat) yes"
"3/22/98 11:52:02 AM","Gerard","yes"
"3/22/98 11:53:04 AM","Gerard","(Brand) yes"
"3/22/98 11:53:07 AM","Nancy","Since Brand made the motion, I'll assume the IRC lag on his vote is a YES. The motion passes, the meeting is adjourned."