2011-12-19 Board of Directors Meeting Minutes
FSP Meeting Minutes
December 19, 2011
Attended: Rich, Brandon, Carla, Steve, Seamas, Jody, Varrin
Minutes submitted by Jody
- Finalizing the new paperwork
- Free State Now SOI process, which should work the same way we currently do online registrations (which, according to Lawless is: it must be signed; have a valid name or mailing or email address; and not be "fishy")
- Commission structure for fundraising
1. Finalizing the new paperwork
Brandon had prepared three documents for us to review. Some review was over email, and he incorporated those comments.
- conflict of interest – boiler plate, standard policy
- amended articles of agreement. These get filed with the SOS, and were amended to include our potential tax-exempt purposes.
Discussion about including the current Officer positions per the bylaws.
rich is board chair
Carla is prez
Varrin is VP.
Seamas is the treasurer.
Steve was secretary, and got reinstated (unanimously) for the duration of this process, but will resign when it’s over. We’ll need a new secretary then.
Seamas doesn’t think that showing who the current officers are is ever in these types of documents. Brandon agreed.
More discussion about the articles of agreement. Carla asked what is "literary purposes"? (second A)
Brandon: basically, anything that produces, sells, disseminates "literary" material
Carla: do we have to have prohibited activities?
Brandon: as a tax-exempt org, there are things we can't do and keep tax-exemption. but we don’t have to list them in our articles. We do it to reduce IRS hassle.
Jody: If we, as individuals, do political things, and it's known that we're on the FSP board. Is that allowed? Yes.
Carla: Should the address remain Varrin's?
Sure. Varrin’s fine with that, and he’s not going anywhere.
Steve: What risks do you see with the Articles? Any weak spots?
Brandon: they look fine. the SOS has kind of an ambiguous policy on amendments to non-profit articles. but we'll get it worked out.
Steve: There are some weird purposes in there, taken from the IRS charitable organization purposes. "Reducing neighborhood tensions". "A. Charitable Purposes. The Corporation is organized solely for charitable, educational, and literary purposes under Section 501(c)(3) of the Internal Revenue Code. The FSP exempt charitable purposes include the advancement of education; lessening the burdens of government; lessening neighborhood tensions; eliminating prejudice and discrimination; defending human and civil rights secured by law; and combating community deterioration." Could an IRS person compare our mission with that laundry list and complain that they don't match?
- A few people said it’s easy to make what we do fit those purposes. It’s standard language.
Rich moved that we vote to submit the COIP and Articles after fixing typos and including the current list of exec board members.
Steve: Last Articles from 2009 had signatures from all directors.
Brandon: we're not filing articles. we're filing an amendment to the articles. Only the secretary needs to sign.
Carla: why is the "primary activities" in bylaws different to AAA?
Brandon: oversight on my part. we don't really need a primary activities section in the bylaws.
We voted unanimously to adopt the Bylaws with the following amendments:
- Align II with AAA Purpose
- III.C to read "The Board may delegate the right of selection to FSP Participants and may set the terms, conditions, and requirements of a vote of said Participants."
- III.D to read "... all sitting directors, but no fewer than five."
- IV.A to read "affirmative vote of a majority of Directors"
- IV.B to read "oversight" (instead of control)
- VII.A to read "... protection of individuals' rights to life, liberty, and property."
2nd agenda item: Statement of Intent forms (SOIs) and Free State Now (FSN)
Proposal to implement the same system we are using right now for online SOIs (i.e. it must be signed; have a valid name or mailing or email address; and not be "fishy").
Currently online SoIs require the person to verify via email.
Paper SOI's (i.e., mailed in) have not gone through similar verification.
The question is whether we apply that to FSN.
One concern is that paid recruiters have a monetary incentive and that they should have at least as much verification as unpaid recruiters have in the past. Do we have any knowledge about the people doing the paid recruiting?
To clarify our interests/concerns:
- increasing the counter and getting to 20,000 ASAP
- avoid blatant/easily detectable junk SoIs
Unanimous vote that paper SOI's be counted subject to one of the following: a second verification from the participant similar to that provided with online or telephone signups, or the passage of a 7-day review window by a designee of the Board. The Board designates one of the following to perform the review: Chris Lawless, or Rich Goldman. (Rich will do it.)
We did not get to agenda item #3, Commission structure for fundraising. Next time.
Meeting adjourned at 10:24pm.