Organization Center

2004-03-04 Board of Directors Meeting Minutes

In Attendance:

• Jason Sorens
• Jean Alexander
• Matt Cheselka
• George Reich

1. Jason called the meeting to order at 9pm EST

2. Old Business

No Old Business

3. New Business

A. Board Position #4
• Jason moved that we elect George Reich to the open board slot with term ending January 15, 2005
• Jean 2nd
• No discussion, Jason moved to close the discussion, Jean 2nd, vote was 3 in favor, 0 against
• On the motion, vote was 3 in favor, 0 against. Motion passes.
• The Board welcomes George and invites him to participate in the rest of the meeting.

B. Board Position #5
• Jason moved that we elect Varrin Swearingen to the open board slot with term ending May 15, 2004
• Matt 2nd
• After discussion. Jason moved to close discussion, Matt 2nd, vote was 4 in favor, 0 against. Motion Passes.
• On the motion, vote was 4 in favor, 0 against. Motion passes.

C. Treasurer
• Jason moved that we elect Karen Pratt treasurer
• George 2nd
• After discussion, Matt moved to close discussion, Jean 2nd, vote was 4 in favor, 0 against, 1 absent. Motion passes.
• On the motion, vote was 4 in favor, 0 against. Motion passes.

D. Treasurer reporting requirements
• Jean moved to institute some treasurer reporting requirements
• Jason 2nd
• After discussion, Jean ammended her motion to: that the board require that the treasurer prepare a treasurers report, including the check register, before each regularly scheduled monthly meeting of the board, starting in April 2004.
• Matt 2nd
• Jason moved to close the discussion, Jean 2nd, vote was 4 in favor, 0 against, 1 absent. Motion passes
• On the motion, vote was 4 in favor, 0 against, 1 absent. Motion passes.

E. Vice President
• Matt moved that the board make Doug Hillman Vice President of the FSP and remove the 'interim' part
• Jason 2nd
• After discussion, Jason moved to close discussion, George 2nd, vote was 4 in favor, 0 against, 1 absent. Motion passes.
• On the motion, vote was 4 in favor, 0 against, 1 absent. Motion passes.

4. Adjournment

• Jason moved that the meeting be closed
• Matt 2nd
• No Discussion
• Vote was 4 in favor, 0 against, 1 absent. Motion passes.
• Meeting closed at 9:35pm EST.

2004-02-15 Board of Directors Meeting Minutes

In Attendance:

• Jason Sorens
• Jean Alexander
• Matt Cheselka

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

2004-03-21 Board of Directors Meeting Minutes

In Attendance:

• Jason Sorens
• Jean Alexander
• Varrin Swearingen
• George Reich
• Matt Cheselka

1. Jason called the meeting to order

2. Old Business

No Old Business

3. New Business

A. Jason Sorens Permanent Chairman of the Board
• Jean moved that Jason Sorens be made a permanent/lifetime board member with the role of Chairman
• Matt 2nd
• After discussion, Jean modified her motion to read, "Position Five is occupied by Jason Sorens. Jason's term does not automatically expire. For the duration of Jason's term, he shall remain chairman. In the event Jason's seat is vacated, the position Five term shall revert to the same terms and conditions as the other board seats with a 16 month expiration"
• After discussion, Varrin moved to close discussion, George 2nd, vote was 5 in favor, 0 against. Motion Passes.
• On the motion, vote was 5 in favor, 0 against. Motion passes.

B. Working with President on Travel Policy
• It is the understanding of the Board of Directors that Varrin Swearingen will work with Amanda Phillips on the FSP's travel policy

4. Adjournment

• Jason moved that the meeting be closed
• Matt 2nd
• No Discussion
• Vote was 5 in favor, 0 against. Motion passes.
• Meeting closed

2004-04-15 Board of Directors Meeting Minutes

In Attendance:

• Jason Sorens
• Jean Alexander
• Varrin Swearingen
• George Reich
• Matt Cheselka

1. Jason called the meeting to order

2. Old Business

No Old Business

3. New Business

A. Elections of Board Members by FSP Participants
• Jason moved that we hold a member election for the month of May 2004 for the open seat on the board, with the following rules:
  1. all members may vote securely on the website member section, and this is the only way votes will be accepted
  2. no board member may endorse any other candidate in the race
  3. all candidates must be approved by the board in a special meeting before the election begins
  4. the election will be conducted through simple condorcet's method
  5. the balloting period will be May 1 to May 15 2004
• Matt 2nd
• After discussion, Matt moved to close discussion, George 2nd, vote was 5 in favor, 0 against. Motion Passes
• On the motion, vote was 3 in favor, 1 against, 1 abstain. Motion passes.

4. Adjournment

• Jason moved that the meeting be closed
• George 2nd
• No Discussion
• Vote was 5 in favor, 0 against. Motion passes.
• Meeting closed

2004-07-11 Board of Directors Meeting Minutes

FREE STATE PROJECT, Inc.
Board of Directors Meeting
11 July 2004

In Attendance:

• Jason Sorens
• Jean Alexander
• George Reich
• Eddie Bradford
• Kat Dillon

1. CALL TO ORDER

   • Jason Sorens called the meeting to order

2. OLD BUSINESS

   • June President's Report

     The board reviewed the report that was received after last meeting. Main concern was status of the fundraising letter.

3. NEW BUSINESS

   1. President's Report

      • Report not yet received. Discussion shelved for now.

   2. Treasurer's Report

      • Reviewed and discussed. Sales at Porc Fest were a nice boost to income. There was a brief discussion about selling excess Porc Fest inventory.

   3. Articles of Incorporation Change

      • Jason Sorens moved, in order to qualify for 501(c)(4) status, that we adopt the following articles of incorporation:

        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.

      • George Reich 2nd.
      • Discussion
      • Jason Sorens moved to close discussion.
      • Jean Alexander 2nd.
        Vote 5 in favor - 0 against - 0 abstain
      • Vote on original motion
        5 in favor - 0 against - 0 abstain
      • Motion Passes 5-0-0

      [501(c)(4) status will enable FSP to receive donations from 501(c)(3) organizations more easily.]

   4. Bylaws Revision - 2 Parts

      1. Section II(B)

         • Jason Sorens moved, in order to make our Bylaws consistent with our Articles of Incorporation, to adopt the following amendment to the Bylaws of Free State Project, Inc.

           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.

         • Eddie Bradford 2nd.
         • Discussion
         • Eddie Bradford moved to close discussion.
         • Jason Sorens 2nd.
           Vote 5 in favor - 0 against - 0 abstain
         • Vote on original motion
           5 in favor - 0 against - 0 abstain
           Motion passed 5-0-0

         [501(c)(4) status will enable FSP to receive donations from 501(c)(3) organizations more easily.]

      2. Section I(A)

         • Jason Sorens moved to adopt the following amendment to the bylaws of Free State Project, Inc. Change official address to Reno, Washoe County, Nevada.
         • Jean Alexander 2nd.
         • Discussion
         • George Reich moved to close discussion.
         • Jason Sorens 2nd.
           Vote 5 in favor - 0 against - 0 abstain
         • Vote on original motion
           5 in favor - 0 against - 0 abstain Motion passed 5-0-0

         [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.]

   5. Participants Database Policy

      • Jean Alexander moved that Free State Project, Inc. adopt the following policy for access to and use of the participant database:

        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.

      • Jason Sorens 2nd.
      • Discussion
      • George Reich moved to close discussion.
      • Eddie Bradford 2nd.
        Vote 4 in favor - 0 against - 1 abstain
      • Vote on original motion
        4 in favor - 0 against - 1 abstain
      • Motion passed 4-0-1

      [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.]

   6. Policy and Procedure for Removing Participants

      • George Reich moved that we adopt the following 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.

      • Jean Alexander 2nd.
      • Discussion
      • Jason Sorens moved to close discussion.
      • Eddie Bradford 2nd.
        Vote 5 in favor - 0 against - 0 abstain
      • Vote on original motion
        4 in favor - 0 against - 1 abstain
      • Motions passed 4-0-1

      [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.]

   7. Adjournment

      • Jean Alexander moved to adjourn.
      • Jason Sorens 2nd.
        Vote 5 in favor - 0 against - 0 abstain
      • Motion passed 5-0-0.
      • Meeting is adjourned.

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