In Attendance:
1. CALL TO ORDER
Treasurer's Report
President's Report
Reappointment of President
[Amanda Phillips, President of FSP for the last six months, is reappointed for another six months.]
Appointment of Vice President
[Evan Nappan is appointed Vice President of FSP.]
Articles of Incorporation Wording Correction
There was a wording error in our Articles of Incorporation revision from last month. It should read:
The end of that sentence originally said 'article the third'."No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Articles."
[A typographical error during the 7/11/04 meeting is hereby corrected.]
Adjournment
In Attendance:
CALL TO ORDER
OLD BUSINESS
The board reviewed the report that was received after last meeting. Main concern was status of the fundraising letter.
NEW BUSINESS
President's Report
Treasurer's Report
Articles of Incorporation Change
Free State Project, Inc. is organized exclusively for charitable, educational, and social welfare purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under sections 501(c)(3) or 501(c)(4) of the Internal Revenue Code, or the corresponding section(s) of any future federal tax code.No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(4) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(4) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
[501(c)(4) status will enable FSP to receive donations from 501(c)(3) organizations more easily.]
Bylaws Revision - 2 Parts
Section II(B)
Change the last sentence of section II(B) to: The activities of the FSP shall be limited to exempt purposes as set forth in section 501(c)(4) of the Internal Revenue Code.
[501(c)(4) status will enable FSP to receive donations from 501(c)(3) organizations more easily.]
Section I(A)
[Our Resident Agent since the formation of FSP, Debra Ricketts, moved out of the state of Nevada. We obtained a new Resident Agent, Robert Angres, whose office is in Reno, Washoe County. This change is a technical one to accommodate our office of record in Nevada being in a different county than previously.]
Participants Database Policy
Everyone who gets the DB signs a non-disclosure.
The Secretary gets a copy as required by the bylaws.
The President gets a complete copy with appropriate updates.
The President can authorize release of a copy to the VP and ongoing updates if he/she feels the VP needs it. (i.e. it is not automatic. President needs to approve once.)
Any other board member who wants a copy needs board approval.
Anyone else who wants the database needs a reason for getting it, needs to get permission from the President, gets only opt-ins or no preference participants, and gets the smallest possible subset of information required to do the job. The President and IT will notify the board of all such filled requests.
[This policy was adopted to define clear parameters for use and distribution of the participant database. An NDA document signed by users is an element of this policy.]
Policy and Procedure for Removing Participants
Participants may be removed for promoting violence, racial hatred, or bigotry. Participants who are deemed detrimental the accomplishment of the Free State Project's goals may also be removed. A committee consisting of all of the board members plus the President and Vice President shall consider all cases of participant removal. Participants shall be removed only upon an affirmative vote of five members of this committee.
[This policy and procedure was adopted so that there is a consistent reason for removing participants from the list and a reasonable and balanced method to do that.]
Adjournment
CALL TO ORDER
OLD BUSINESS
NEW BUSINESS
Ratify board member election
[Meeting is moved from Yahoo to FSP Chat Server due to technical problems.]
In Attendance:
President's Report
Treasurer's Report
Bylaws Change
Term of Directors. The full term of a Director shall be sixteen months. Directors shall serve staggered terms as follows: Position One's term expires January 15, 2004 and every sixteen months thereafter; Position Two's term expires May 15, 2004 and every sixteen months thereafter; Position Three's term expires September 15, 2004 and every sixteen months thereafter; Position Four's term expires January 15, 2005 and every sixteen months thereafter; Position Five's term expires May 15, 2005 and every sixteen months thereafter. The Director serving as Chairman shall be exempt from the term limitation requirement. The Chairman must be confirmed by an affirmative vote of three or more Directors at least once every twelve months. A vote against a motion of confidence in the Chairman or in favor of a motion of no-confidence against the Chairman is invalid unless an alternative candidate for the position is presented in the motion. A new Chairman may not be elected within two months of his term's expiration.
Election of Chairman
501(c)3 & 501(c)(4)
[Eddie Bradford leaves the meeting.]
Adjournment
SPECIAL BOARD OF DIRECTORS MEETING TO VET BOARD MEMBER CANDIDATES AND RESOLVE ANY OTHER ELECTION DETAILS.
CALL TO ORDER
Jason Sorens called the meeting to order
THE BUSINESS AT HAND
ADJOURNMENT
In Attendance:
Not In Attendance:
Jason called the meeting to order at 6:32pm pacific time. The only purpose of this meeting was to vet the candidate for board member elections, Eddie Bradford.
Varrin moved to adjourn.
In Attendance:
1. Jason called the meeting to order
2. Old Business
3. New Business
4. Adjournment
In Attendance:
1. Jason called the meeting to order
2. Old Business
3. New Business
4. Adjournment
In Attendance:
1. Jason called the meeting to order
2. Old Business
3. New Business
4. Adjournment
In Attendance:
1. Jason called the meeting to order at 9pm EST
2. Old Business
3. New Business
4. Adjournment
In Attendance:
1. Jason called the meeting to order at 10pm EST
2. Old Business
3. New Business
4. Adjournment
In Attendance:
1. Jason called the meeting to order at 1pm EST
2. Old Business
3. New Business
4. Adjournment
In Attendance:
1. Jason called the meeting of 9 January 2004 to order at 1pm eastern time
2. New Business
3. Adjournment of 9 January 2004 meeting
4. Jason called the meeting of 1 February 2004 (with a restored quorum) to order at 1pm eastern time
1. Old Business
2. New Business
3. Adjournment of 1 February 2004 meeting