2004-02-15 Board of Directors Meeting Minutes

Free State Project Board Meeting
15 February 2004

In Attendance:

• Jason Sorens
• Jean Alexander
• Matt Cheselka

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1. Jason called the meeting to order at 1pm EST

2. Old Business

• Approval of Board meeting minutes for 13 January 2004
• Matt reported that his machine crashed and he lost the transcript of the meeting. He requested that someone else on the board send him the transcript asap. Once this is done, they'll be posted and the board can approve them via an email vote.

3. New Business

Mary Lou asked for this statement to be entered into the record:
"For the record:Jason has asked me by email moments ago to make a statement 'Do you agree that the meeting is legal, or not?' Upon consideration, I have decided that I consider this meeting to be illegally called. A week means a full week, it was 8 hrs less than a full week. I consider that makes the legality questionable, particularly when it was set at a time that one BD member had indicated was impossible for her to attend. I spoke to this when Jason first called this meeting. There was no reason not to set the meeting at a time when all Board members could be present, particularly since the regular meeting was postponed at Jason's request to find a time when he could be present. I have therefore decided to NOT participate in this meeting, and consider any votes taken to be questionable, at best. I heartily recommend the meeting be re-called for the earliest time when ALL members can be present and questions of legality will not cloud the meeting."

A. Electing a President
• Jason moved that Amanda Phillips be elected interim president and that the board needs to discuss the length of the term
• Jean 2nd.
• After discussion regarding the length of the term and removing the 'interim' portion of the title, Jason amended his initial motion to: "Elect Amanda Phillips president of the Free State Project for a term ending 12am on 16 August 2004.
• Matt 2nd
• After discussion, a motion to close discussion was made by Jason, 2nd by Jean, and agreed to with 3 in favor and 2 absent.
• On the main motion, 3 were in favor, 2 absent. Motion passes.

B. High-Speed Internet Connection for President and Treasurer
• Jason moved that the FSP offer free high-speed cable or dsl internet access to both the president and treasurer of the corporation.
• Jean 2nd.
• After discussion, a motion to close discussion was made by Jason, 2nd by Jean, and agreed to with 3 in favor and 2 absent.
• On the main motion, vote was 3 in favor, 2 absent. Motion passes.

C. Treasurer Position
• It was the sense of the Board that we should put out a request for Treasurer candidates to the membership, offering them the above high-speed internet connection, and having Malcolm Hastings vet their applications if he is willing.

D. 501(c)(3) status
• Jason made a motion that the FSP, Inc. file an application to amend its articles of incorporation to include the following language:
  Free State Project, Inc. is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section 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 (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or ( B) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Upon the dissolution of dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. 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.
• Matt 2nd
• After discussion, a motion to close discussion was made by Jason, 2nd by Matt, and agreed to with 3 in favor and 2 absent.
• On the main motion, vote was 3 in favor, 2 absent. Motion passes.

E. 501(c)(3) Expert Consultation
• Jason moved to consult an expert about proceeding with the 501c3 application with himself acting as liason for this
• Matt 2nd
• After discussion, a motion to close discussion was made by Jason, 2nd by Matt, and agreed to with 3 in favor and 2 absent.
• On the main motion, vote was 3 in favor, 2 absent. Motion passes.

F. Strategic Targets for 2004
• Jason moved that the following strategic targets be adopted:
  • $40k, or half of cash raised this year, whichever is less, spent on publicity by the end of the year, including advertising, direct mail, sending speakers
  • $50K in the bank by the end of the year at the very latest (preferably by the end of June) to hire a full-time Prez at $50-$60K per year, maybe higher if we can get someone really good
  • A 501(c)(3) org is necessary to raise $90K by the end of the year
  • 7000 members by the end of 2004
  • a coast to coast local groups network, with every single member who has consented to distribution of his address info, etc. assigned to a group (they can choose whether or not to take advantage)
  • an automated member db with the ability of existing members to log in securely & edit their info, rendering most of Member Services' functions unneeded - by the end of April 2004 at the very latest
• Matt 2nd
• After discussion, a motion to close discussion was made by Jason, 2nd by Matt, and agreed to with 3 in favor and 2 absent.
• On the main motion, vote was 3 in favor, 2 absent. Motion passes.

G. Organizational Chart and Activity Reports
• Jason moved that we require the president to submit a monthly report on significant organization activities, starting in March 2004, and that the first such report contain a chart of the organizational management structures that the president plans to put into use
• Jean 2nd
• After discussion, Jason amended his motion to be that we require the president to submit a monthly report, before the regularly scheduled board meeting each month, on significant organization activities, starting in March 2004, and that the first such report contain a chart of the organizational management structures that the president plans to put into use
• Matt 2nd
• After discussion, a motion to close discussion was made by Jason, 2nd by Jean, and agreed to with 3 in favor and 2 absent.
• On the main motion, vote was 3 in favor, 2 absent. Motion passes.

4. Adjournment

• Jason moved that the meeting be closed
• Jean 2nd
• No Discussion
• Vote was 3 in favor, 2 absent. Motion passes.
• Meeting closed at 2:30pm EST.
• Jason announces the next meeting will take place 22 February 2004 at 10pm EST