1/25/09 FSP Board of Directors Meeting Minutes
Meeting called to order at 2:01 PM. Jon M., Jean A., Varrin S., Jason S., Steve C., and Louis C. present.
Free State Project Board Meeting
13 September 2003
In Attendance:
- Jason Sorens
- Mary Lou Seymour
- Amanda Maxwell
- Tim Condon
- Matt Cheselka
1. Jason called the meeting to order at 12pm eastern time
2. Old Business
There was no old business to discuss
3. New Business
A. Election of a new Secretary
- Jason moved that the Board elect Matt Cheselka as secretary
- Mary Lou 2nd
- After discussion, vote was 4 in favor, 0 against, with 1 abstention. Motion passes.
B. Insertion of clause III (B) into Bylaws, which reads:
"B. Term of Directors. As of September 15, 2003, the full term of a
Director shall be sixteen months. Directors shall serve staggered terms
as follows: Position One is occupied by Tim Condon as of 9-15-2003, whose
partial term shall complete January 15, 2004; Position Two is occupied by
Mary Lou Seymour, whose partial term shall complete May 15, 2004; Position
Three is occupied by Matthew Cheselka, whose partial term shall complete
September 15, 2004; Position Four is occupied by Amanda Maxwell, whose
partial term shall complete January 15, 2005; Position Five is occupied by
Jason Sorens, whose full term shall expire May 15, 2005."
- Jason moved that the amendment to the bylaws be adopted
- Matt 2nd
- After discussion, vote was 5 in favor, 0 against. Motion passes
C. Amendment of clause III (C) of Bylaws as follows:
"C. Replacing Directors. When a Director's term completes, the Board shall select a new person as Director for that Position. After four months off the Board, a former Director is again eligible for election to the Board. If a Director has fulfilled the remainder of a term (in replacing a vacancy due to early removal or resignation only) less than six months in duration, that Director will be eligible for re-election to the same Position without an interim period of four months. The Board may delegate the right of selection to FSP Participants and may set the terms, conditions, and requirements of a vote of the Participants. A Director may be removed before the completion of his or her term only by a unanimous vote of the other four Directors or by voluntary resignation. In the event of a resignation or removal, a new Director shall be elected within a reasonable time period, not to exceed two months. The affirmative vote of any three of the four remaining Directors shall be sufficient to elect a new Director. Any new Director must be a signer of the Statement of Intent and of the age of majority or emancipation in the state of Nevada and in his or her state of residence.
- Jason moved that the amendment to the bylaws be adopted
- Matt 2nd
- After discussion, Vote was 5 in favor, 0 against. Motion passes
D. Amendment of clause III (G) of Bylaws as follows:
"G. Meetings. Meetings shall be held if called by the Chairman of the
Board. The Chairman of the Board must call a meeting when required by
these Bylaws or when requested by any two members of the Board, as
certified by the Secretary. At least one week's prior notice of the
meeting must be given to all Directors by the Secretary. Meetings may be
held in person or via telephone or electronic messaging, and notices of
meetings may be given in likewise fashion. Meetings and valid votes must
be held synchronously. Meetings of the Board shall be presided over by
the Chairman of the Board or, in his or her absence, by such person as
chosen by a majority of Directors present at the meeting. The Secretary
of the FSP shall act as secretary of all meetings of the Board provided
that, in his or her absence, the presiding officer shall appoint another
person to act as secretary of the meeting."
- Jason moved that the amendment to the bylaws be adopted
- Matt 2nd
- After discussion, vote was 5 in favor, 0 against. Motion passes
E. Discussion of issues relating to open Presidency, Vice Presidency, and
Treasurer positions
- Jason asked the Board for a Resolution with the following wording:
"The Board has made permanent the category of "Organizers," a leadership group of FSP volunteers and advisors chosen by a majority of the Board. Organizers enjoy the right to participate on the e-mail list for Board members and Officers. The maximum membership on the e-mail list is 12. The following people have been invited: &c."
- Mary Lou moved to adopt this Resolution
- Jason 2nd
- Vote was 5 in favor, 0 against. Motion passes.
- Decision on selection of new officers will take place soon after 1 October
2003 state announcement
F. Invitation from BOD to people to fill 'Organizers' vacancies
- Jason invited Board members to suggest and discuss possible invitees.
- Mary Lou moved to invite the following FSP Participants to be Organizers:
- Malcolm Hastings
- Phyllis Schatz
- Kelton Baker
- Monica Granger
- Jason 2nd
- Vote was 5 in favor, 0 against. Motion passes.
G. Jason, Tim, Matt, and Amada discussed the upcoming press conference in New York
4. Adjournment
- Jason moved that the meeting be adjourned
- Matt 2nd
- No Discussion
- Vote was 4 in favor, 0 against, 1 absent. Motion Passes
- Meeting closed at 4:30pm eastern time
Free State Project Board Meeting
11 October 2003
In Attendance:
- Jason Sorens (joined the meeting late)
- Mary Lou Seymour
- Amanda Maxwell
- Tim Condon
- Matt Cheselka
1. In the absence of the Chairman, Tim Condon was chosen to preside over the meeeting by a majority of the directors present. Tim called the meeting to order.
2. Old Business
There was no old business to discuss
3. New Business
A. Election of Interim President
- Mary Lou moved that Kelton Baker be selected as interim president, with his term beginning 15 October 2003
- Amanda 2nd
- After discussion, vote was 4 in favor, 0 against, 1 absent. Motion passes.
B. Election of Interim Vice President
- Mary Lou moved that Doug Hillman be selected as interim vice president, with his term beginning 15 October 2003
- Matt 2nd
- After discussion, vote was 4 in favor, 0 against, 1 absent. Motion passes.
4. Adjournment
- Tim moved that the meeting be adjourned
- Matt 2nd
- No Discussion
- Vote was 5 in favor, 0 against. Motion Passes
- Meeting closed
Free State Project Board Meeting
27 September 2003
In Attendance:
- Jason Sorens
- Mary Lou Seymour
- Amanda Maxwell
- Tim Condon
- Matt Cheselka
1. Jason called the meeting to order
2. Old Business
There was no old business to discuss
3. New Business
A. Ballot Return Deadline
- Jason moved that the deadline for returning ballots be moved from 22 September 2003 to 25 September 2003
- Mary Lou 2nd
- After discussion, vote was 5 in favor, 0 against. Motion passes.
B. Press Conference Discussion
A discussion amoungst the board took place regarding details of the press
conference in New York City. Location, logistics, etc., were all discussed.
4. Adjournment
- Jason moved that the meeting be adjourned
- Matt 2nd
- No Discussion
- Vote was 5 in favor, 0 against. Motion Passes
- Meeting closed
Free State Project Board Meeting
4 October 2003
In Attendance:
- Jason Sorens
- Mary Lou Seymour
- Amanda Maxwell
- Tim Condon
- Matt Cheselka
1. Jason called the meeting to order
2. Old Business
There was no old business to discuss
3. New Business
A. Amendment to Bylaws regarding emergency board meetings
- Mary Lou moved that the bylaws be amended to allow the BOD to hold mtgs on emergency basis withouit 1 wk notice if all 5 agree
- Amanda 2nd
- After discussion, vote was 5 in favor, 0 against. Motion passes.
B. Election of Treasurer
- Jason moved that Amanda Phillips be selected treasurer of the FSP
- Matt 2nd
- After discussion, a motion to table this motion until a set of instructions to the treasurer can be adopted
- Mary Lou 2nd
- Vote was 5 in favor, 0 against. Motion to table passes.
C. Treasurer Instructions
- Tim moved that the FSP treasurer be directed to set up a bank account that needs two signatures for any check written over $500, and that the second signature be either the chairman of the board, or his designee. The bank account should be with a bank with online access, and all Directors shall have the ability to review the account online at any time.
- Jason 2nd
- Discussion about this motion dealt with if it should be an ammendment to the bylaws or simply a resolution. It was decided that it be a resolution at this time.
- Vote on the motion was 4 in favor, 1 against. Motion passes.
D. Election of Treasurer
- Jason moved that Amanda Phillips be selected treasurer of the FSP
- Matt 2nd
- No discussion, vote was 5 in favor, 0 against. Motion passes.
E. Plaque for Alan Weiss
- Jason suggested that the FSP purchase and present Alan Weiss with a plaque thanking him for his service to the FSP state vote
- Tim 2nd
- Vote was 5 in favor, 0 against. Motion passes.
F. Incorporate Free State Project, Inc. in New Hampshire
- Jason moved to table incorporation discussion indefinitely
- Mary Lou 2nd
- Vote was 5 in favor, 0 against. Motion passes.
G. Unfairness in t-shirt prices
- Jason moved that we give t-shirts to all $25 donors from now, and t-shirts and bumper stickers for all $50 donors
- Mary Lou 2nd
- After discussion, vote was 5 in favor, 0 against. Motion passes.
H. Website development and maintenance team
- Jason moved that a team be created to have joint responsibility for website maintenance under the direction of the board of directors and president of the FSP, including access to the website portion of the server, that Steve Cobb and Tom Parker be invited to serve on the team, and that Matt Cheselka be given sole responsibility for additions to the member database
- Amanda 2nd
- After discussion, vote was 5 in favor, 0 against. Motion passes.
I. Licensing and Trademarks
- Jason moved that we offer in writing a free license to stan, owner of freestateads.com, to use the fsp logo, which may be revoked by us at any time without notice
- Mary Lou 2nd
- After discussion, vote was 5 in favor, 0 against. Motion passes.
J. State Research Committee
- Jason moved that we convert the research committee's mission into research of new hampshire's localities in all relevant dimensions, including economic, political, and cultural situation.
- Matt 2nd
- After discussion, vote was 5 in favor, 0 against. Motion passes.
K. State Research Committee Chair Selection
- Jason moved to elect Amanda Maxwell as chair of the research committee
- Mary Lou 2nd
- After discussion, vote was 5 in favor, 0 against. Motion passes.
4. Adjournment
- Jason moved that the meeting be adjourned
- Matt 2nd
- No Discussion
- Vote was 5 in favor, 0 against. Motion Passes.
- Meeting closed
Free State Project Board Meeting
8 November 2003
In Attendance:
- Jason Sorens
- Mary Lou Seymour
- Amanda Maxwell
- Matt Cheselka
1. Jason called the meeting to order at 1:37 pm eastern time
2. Old Business
A. Election of Treasurer
- Jason moved that the board elect Malcolm Hastings as treasurer, provided he is willing to undertake the responsibilities, including coordinating the effort to apply for 501c4 status, and offer Amanda Phillips the option to remain an organizer and assistant to Malcolm, with possible future responsibilities in leadership.
- Mary Lou 2nd
- After discussion, the motion was amended by Jason to elect Malcolm Hastings as treasurer of the Free State Project.
- Mary Lou 2nd
- vote was 4 in favor, 1 absent, 0 against. Motion passes.
3. New Business
A. Relationship with other organizations in New Hampshire
- Mary Lou moved that Jason draft a short paragraph outlining the policy of the FSP towards other orgs in NH
- Amanda 2nd
- After discussion, vote was 4 in favor, 1 absent, 0 against. Motion passes.
B. Travel Reimbursement
- Jason moved that when a person is traveling on approved fsp business, he or she may receive driving compensation at the rate of 25 cents a mile without specific further approval, while if he or she needs a hotel, plane ticket, rental car, or other transportation or lodging reimbursement costing more than $100 in total, he or she must receive specific approval of those expenditures before receiving reimbursement; the approval of the president is necessary and sufficient for amounts below $500, while the approval of the president and at least one board member is necessary and sufficient for amounts above $500; and that approval must be given in writing, whether by email or letter.
- Mary Lou 2nd
- After discussion, vote was 4 in favor, 1 absent, 0 against. Motion passes.
C. Publicity Director
- Matt moved that the BoD recognizes the importance of immediately finding a Publicity Director and strongly suggests that the president and anyone he designates locate one and report back to the board on or by 15 November 2003.
- Mary Lou 2nd
- After discussion, vote was 4 in favor, 1 absent, 0 against. Motion passes.
D. Member Designations
- There was a discussion of the possibility of having different "names"
for different member to designate whether the member is a resident
of NH, has moved to NH since the vote, or is a "regular member" who
will move in the future. Tim, being absent, was directed to the names
& come up with a proposal.
E. Adding Educational Issues to the FAQ
- There was also a discussion of Steve
Cobb's suggested addition to the FAQ about education issues, and, it
was decided to review the proposal posted by Steve for a vote at the
Dec. mtg. The Board also gave an "informal instruction" that if any
directives for officers are voted on in the board mtg, the directive
should be posted to the O list as soon as possible, and not wait for
the minutes; it should be the secretary if no one else, but we don't
need to stand on formality...folks should take initiative if they see a
need.
4. Adjournment
- Jason moved that the meeting be closed
- Matt 2nd
- No Discussion
- Vote was 4 in favor, 1 absent, 0 against. Motion Passes
- Meeting closed.
Free State Project Board Meeting
25 October 2003
In Attendance:
- Jason Sorens
- Mary Lou Seymour
- Amanda Maxwell
- Tim Condon
- Matt Cheselka
1. At Jason's request, Mary Lou called the meeting to order at 1pm eastern time and acted as its chair
2. Old Business
There was no old business to discuss
3. New Business
A. Monthly Board Meeting
- Mary Lou moved that a monthly meeting of the board of directors be established that will take place at 1pm eastern time on the 2nd Saturday of every month.
- Jason 2nd
- After discussion, vote was 4 in favor, 1 against. Motion passes.
B. Greeters Program Policy
- Jason moved that the board approves Doug Hillman's policy, which he posted to the organizers email list, for a greeters program to be established and executed
- Mary Lou 2nd
- After discussion, vote was 5 in favor, 0 against. Motion passes.
C. Advertisements for Cannibis Culture and High Times
- Amanda moved that we have Steve Cobb proceed with his plans to place an advertisement for the FSP in Cannibis Culture and High Times magazines
- Mary Lou 2nd
- After discussion, vote was 5 in favor, 0 against. Motion passes.
D. Website Team Policy
- Mary Lou moved that the following policy be put into place:
"If any BOD or Officer receives a link request, they check out the site & send it to Tom Parker. If any BOD or Officer receives an article submission, they send it to Steve Cobb".
- Jason 2nd
- Jason offers an ammendment to the motion:
"All articles are to be sent to Steve Cobb for copy editing & htmling, to Mary Lou for copy editing & Tom Parker for htmling when steve unavailable. Link requests are sent to Tom Parker always."
- Mary Lou 2nd
- After discussion, vote was 5 in favor, 0 against. Motion passes.
E. Partners Program
- Mary Lou moved that we table this item and let Amanda Maxwell and Robert Hawes work up a less burdensome proposal
- Jason 2nd
- After discussion, vote was 5 in favor, 0 against. Motion passes.
F. Request a CPA to look over FSP financial and tax status
- Jason moved the following:
"That Amanda Phillips turn over all irs correspondence, the old tax return, the new tax return, and the ledger to Malcolm Hastings for the purpose of ensuring that the new tax return was done correctly and that our books are set up correctly. Malcolm is authorized to ask for any additional information required and will report to the fsp board of directors. All tax returns and irs correspondence must be reviewed by malcolm or another cpa prior to payment's being remitted to the irs. All materials must be submitted to malcolm hastings by wednesday october 29th."
- Mary Lou 2nd
- After discussion, vote was 3 in favor, 2 against. Motion passes.
G. Web Team Report and Website Update Policy
- A report was sent to the board by Matt Cheselka on the status of the website as well as work being done to complete the redesigned website and it's associated functionality.
- Mary Lou moved that the web team be given until Wednesday, 29 October 2003, to present a website update policy
- Matt 2nd
- After discussion, vote was 5 in favor, 0 against. Motion passes.
H. Dual Offices in Different Organizations
- Mary Lou moved that we do not allow people to hold dual offices in different organizations
- Tim 2nd
- No discussion
- Vote was 4 in favor, 1 against. Motion passes.
I. Use of FSP Logo
- Steve Cobb's proposal for a logo-trademark policy was discussed and it was decided that Tim, Steve, and Jason should present at the Wed mtg a definition of "requirements" and get advice on the tax consequences of license "fees" or "commissions".
J. "Loyal Order of the Porcupines" (LOP)
- There was a discussion of whether or not it was
necessary to make the LOP an official FSP policy and decided to
"thow the idea out" to the members in the Nov. Quill to see the
reaction.
4. Adjournment
- In Jason's absense, Mary Lou moved that the meeting be adjourned until 8pm eastern time, 29 October 2003
- Matt 2nd
- No Discussion
- Vote was 5 in favor, 0 against. Motion Passes
- Meeting closed 4:34pm eastern time.
Free State Project Board Meeting
29 October 2003
In Attendance:
- Mary Lou Seymour
- Amanda Maxwell
- Tim Condon
- Matt Cheselka
1. On Jason's request, Mary Lou called the meeting to order at 8:16 pm eastern time
2. Old Business
A. Web Team Policy
- Matt moved that The Web Team, consisting of Matt Cheselka, Tom Parker, and Steve Cobb are responsible for day to day running of the website and associated tech features. The President is responsible for overseeing the Team and solving any problems on a day to day basis.
- Mary Lou 2nd
- After discussion, vote was 4 in favor, 1 absent, 0 against. Motion passes.
B. Logos and Trademarks
- Mary Lou moved that Steve Cobb's policy presented to the Board in it's 25 October 2003 meeting be adopted and as follows:
"We need the main logo, and also a variation "FSP Partner" logo that would
contain the FSP logo, modeled on the Amazon.com Associate program. To be an FSP
partner, a company would have to maintain some business standards, e.g. send us
a sample of their goods. The FSP logo may be used only with the explicit
permission of the FSP, and only for official FSP business. A separate FSP
Partner logo may be provided to certain authorized third parties. Web banners
have been created for linking to the FSP web site. They may be used without
advance permission. The FSP may grant authorization to use the FSP Partner logo
to certain entities that have satisfied the requirements for FSP partnership.
Appearing on a web site, the FSP Partner logo will always contain a link to the
FSP web site home page. The FSP may without cause or explanation revoke
authorization to display the FSP Partner logo, having first given advance
notice, not more than 90 days, to prevent any business losses. If an entity
violates the requirements for FSP partnership, the FSP may revoke authorization
to display the logo without warning. Any person or corporation wanting FSP
partnership shall establish to the FSP's satisfaction that the business
activity is legitimate, e.g. by providing full contact details and a sample of
the merchandise to be sold."
- Matt 2nd
- Mary Lou offers and ammendment to the motion. The requirements for FSP partnership isn't clearly defined in Steve's policy. Mary Lou suggests the following: "that the requirement for FSP partnership be that the entity (person or business) who wishes to be an FSP parter have items that are related to the mission of the FSP and in good taste."
- Tim 2nd
- After discussion, vote was 4 in favor, 1 absent, 0 against. Motion passes.
3. New Business
A. Logo and Trademark License Fee
- Mary Lou moved that the license fee shall be 5% of gross sales
- Matt 2nd
- After discussion, vote was 4 in favor, 1 absent, 0 against. Motion passes.
B. Parterships in the Queue
- Mary Lou moved that until the partner logo is ready, those standing "in line" and those already using the official logo may continue to do so, but will be asked to change as soon as the partner logo is available.
- Matt 2nd
- After discussion, vote was 4 in favor, 1 absent, 0 against. Motion passes.
C. CPA Check of Logo and Trademark License Fee
- Amanda requested that the board have Malcolm Hastings check over the licensing fee for tax purposes
- The board members agreed unanimously
4. Adjournment
- Mary Lou moved that the meeting be closed
- Matt 2nd
- No Discussion
- Vote was 3 in favor, 2 absent, 0 against. Motion Passes
- Meeting closed 10:02pm eastern time.
Free State Project Board Meeting
9 January 2004 / 1 February 2004
In Attendance:
- Jason Sorens
- Mary Lou Seymour
- Amanda Maxwell
- Matt Cheselka
1. Jason called the meeting of 9 January 2004 to order at 1pm eastern time
2. New Business
A. End Tim Condon's term on the board of directors 5 days early
- Mary Lou moved that we end Tim Condon's term on the board of directors 5 days early
- Amanda 2nd.
- No discussion. Vote was 4 in favor, 0 agains. Motion passes.
B. Electing a new director to fill the position opening 1/15
- A call for nominations was made by Jason
- Amanda nominated Jean Alexander, Mary Lou 2nd
- Jason nominated Varrin Swearingen, Matt 2nd
- Matt nominated George Reich, Jason 2nd
- After discussion, the voting was as follows:
- Jean: 2 in favor, 2 against. Nomination does not pass.
- Varrin: 2 in favor, 2 against. Nomination does not pass.
- George: 2 in favor, 2 against. Nomination does not pass.
3. Adjournment of 9 January 2004 meeting
- Jason moved that the meeting be closed
- Matt 2nd
- No Discussion
- Vote was 2 in favor, 2 against. Motion does not pass.
- Matt and Jason leave the meeting. Quorum broken at 4pm
4. Jason called the meeting of 1 February 2004 (with a restored quorum) to
order at 1pm eastern time
Free State Project Board Meeting
13 December 2003
In Attendance:
- Jason Sorens
- Mary Lou Seymour
- Amanda Maxwell
- Tim Condon
- Matt Cheselka
1. Jason called the meeting to order at 1pm eastern time
2. Old Business
3. New Business
A. Information Technology Department/Team
- Mary Lou moved that we set up an IT Dept. with an IT Director, webmaster,
and database manager. Director reports to President. Database manager sends
member list of secretary weekly.
- Jason 2nd.
- After discussion, vote was 5 in favor, 0 agains. Motion passes.
B. Electing a new director to fill the position opening 1/15
- Jason opened the discussion by suggesting we have a member election for
this position, for two reasons: 1) it allows member input, makes them feel
involved and 2) it creates excitement and interest during a period in which
those are sorely lacking. After some discussion, it was decided that the
complexity of such an election and various security issues would make it
unfeasable at this time.
- A disucssion of possible candidates took place and it was decided to
talk to each of them before any motion to elect happens.
4. Adjournment
- Jason moved that the meeting be closed
- Mary Lou 2nd
- No Discussion
- Vote was 5 in favor, 0 against. Motion passes.
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