2005-09-18 Board of Directors Meeting Minutes

Free State Project, Inc.
Board of Directors Meeting
September 18, 2005

In Attendance:

Jason Sorens • Amanda Phillips • Adam Rick • Steve Cobb • Jean Alexander

Continuation of 9/11/05 meeting

1. Public Relations Effort

   • Adam Rick moves to move to executive session
   • Amanda Phillips 2nd
   • 5 in favor, 0 opposed, 0 abstain
   • Motion passes
     
     
   • Executive Session ensues
     
     
   • Adam Rick moves to end executive session
   • Jason Sorens 2nds
   • 5 in favor, 0 opposed, 0 abstain
   • Motion passes
   
   

2. Adjournment

   • Amanda Phillips moves to adjourn
   • Adam Rick 2nds
   • 5 in favor, 0 opposed, 0 abstain
   • Motion passes

2006-01-15 Board of Directors Meeting Minutes

FREE STATE PROJECT, INC.
Board of Directors Meeting
January 15, 2006

In Attendance:

Jason Sorens • Jean Alexander • Varrin Swearingen • Amanda Phillips • Steve Cobb • Morey Straus

1. Confirm New Director

   • Jason Sorens moves to confirm the coordinators election result and confirm Morey Straus as Director
   • Amanda Phillips 2nd
   • Discussion
     
     
   • Jason Sorens moves to close discussion
   • Amanda Phillips 2nd
   • 5 in favor, 0 opposed, 0 abstain
   • Discussion is closed
     
     
   • Voting on original motion
   • 5 in favor, 0 opposed, 0 abstain
   • Motion passes
     
     

   [An unfilled seat on the Board of Directors went to a body comprised of the board and volunteers listed on the org chart. Morey Straus won that vote, is confirmed by the Board of Directions and is a new Director of the Free State Project, Inc.]

2. Adjournment

   • Jason Sorens moves to adjourn
   • Amanda Phillips 2nd
   • 6 in favor, 0 opposed, 0 abstain
   • Motion passes

   [The Board meeting is adjourned.]

2006-04-23 Board of Directors Meeting Minutes

FSP Board of Directors Meeting Minutes 4/23/06

In attendance:

• Jean Alexander
• Steve Cobb
• Sandy Pierre
• Morey Straus
• Brian Sullivan
• Varrin Swearingen

Absent: Jason Sorens

Meeting Agenda:

1. Approve Brian Sullivan to the Board
2. Approve the budget
3. Approve a motion regarding Morey Straus as PIC point of contact that will allow him spending authorization authority within the PR budget.
4. PIC Report
5. General spending approval mechanism for spending both in and out of the budget.
6. Discussion of 501(c)4 Application Status and Strategy

Meeting is called to order at 12:55PM.

Varrin nominates Jean as temporary chair for the meeting in Jason's absence.  Steve seconds.
Call for discussion, but there is none.
Morey moves to close discussion; Steve seconds.
4 ayes, 0 nays, 1 abstention
Motion carries.

I. Approve Brian Sullivan to the Board.

Varrin moves to add Brian Sullivan to the FSP Board effective immediately; Sandy seconds.
Call for discussion, but there is none (the Board, including Jason, had discussed this prior to the meeting).
Morey moves to close discussion; Varrin seconds.
4 ayes, 0 nays, 1 abstention
Discussion is closed.
Vote on original motion.
5 ayes, 0 nays, 0 abstentions
Motion carries.  Brian is now a participating member of the Board.  Boardmembers welcome Brian.

II. Approve the new fiscal budget.

Sandy moves to approve the final version of the budget sent to the O-List by Jason; Varrin seconds.
Brief discussion of PorcFest budget.
Morey moves to close discussion; Jean seconds.
6 ayes, 0 nays, 0 abstentions
Voting on original motion
6 ayes, 0 nays, 0 abstentions
Motion carries.

III. Authorize Morey Straus as the lead point of contact with Positive Impact Consulting, LLC (PIC)

Varrin makes a motion: move that Morey be authorized to authorize all reasonable expenses for work to be performed by PIC; Sandy seconds.
Discussion ensues.  Monthly reporting requirements are suggested.  Discussion of who needs to approve expenditures over $500.  Sandy amends the motion to add "within the Public Relations budget".
Morey moves to close discussion of amendment; Varrin seconds.
6 ayes, 0 nays, 0 abstentions
Motion carries.
Vote to close discussion on original motion.
6 ayes, 0 nays, 0 abstentions
Motion carries.
Voting on amended motion, which now reads: move that Morey be authorized to authorize all reasonable expenses within the Public Relations budget for work to be performed by PIC.
6 ayes, 0 nays, 0 abstentions
Motion carries.

IV. PIC Report

There are no new developments since Morey's last report to the Board.  He will post an update to the Board list.
Discussion of development of a promotional video as a recruiting tool, possibly for direct mail.

Jason Sorens joins the meeting at 1:26PM.  All seven Directors are now present.
Jean resigns as temporary chair;  Jason takes over chairing the meeting.

Jean requests to add discussion of an historical reenactor at PorcFest to the agenda.
Morey requests to add discussion of the national LP convention to the agenda.
Jason adds both items to the agenda.

V. Discussion of general spending approval mechanism for spending both in and out of the budget.

Varrin would like to clarify and formalize the current FSP policy.  Lengthy discussion ensues.

Sandy moves to approve the proposed spending policy. Varrin moves to amend the wording of the motion as follows:

Individual expenses of FSP money be approved according to the following guidelines:
1:  All spending above or over the budget must be approved by the Board
2:  Within the budget - 0 > $500 can be authorized by any *one* of the following:  Department Heads, VP's, President
3:  $500 - $1000 can be authorized by either: a) both the Department Head(s) and a VP or the President, or b) a VP and the President
4:  > $1000 can be authorized with concurrence of President *and* one additional non-involved Board Member

Jason seconds the motion and moves to close discussion.  Jean seconds.
7 ayes, 0 nays, 0 abstentions
Voting on motion
7 ayes, 0 nays, 0 abstentions.
Motion carries.

VI.  Discussion of 501(c)4 Application Status and Strategy

Jason says we're in a wait-and-see position. The IRS could reject our case worker's recommendation (which is to reject our application) and approve our 501(c)(4) status. If the recommendation is accepted, we can then appeal the decision. Tim Condon says it might take 3-4 months to hear from them.

Question: does 501(c)4 allow for tax deductability of contributions? The answer is no.

Question: what is the benefit of 501(c)4?  The answer is that it would exempt the FSP from having to file regular corporate tax returns.  (c)4 status also provides a little more accountability, which large donors might like. Also, if we ever wanted to tap foundations, (c)4 status is a must.

Question: what is the status of the 501(c)3 application? The answer is that it's dead.  It may need to be attempted again.

Question: what are the likely tax consequences of filing regular corporate taxes? The answer is that the FSP doesn't, and probably never will, have any tax liability because our merchandise sales are less than our expenditures.  Failure to achieve 501(c)4 will therefore not be a huge blow.

VII. Discussion of Historic Reenactor

Discussion of hiring a professional to perform in costume as Thomas Jefferson at PorcFest.  The PorcFest team feels that if a promotional video of the performance were made, it would offset the cost.  Jean will pursue a quote and negotiate prices.

VIII.  Discussion of FSP at National LP Convention

Discussion of costs: table vs booth, and where they're positioned.  Varrin will be flying in and his hotel expenses will be covered.
Discussion of cost-saving measures, selling merchandise, and what promotional items to bring.

Discussion of new FSP merchandise development.
 
Varrin moves to adjourn; Jean seconds.
6 ayes, 0 nays, 1 "whatever"

Meeting is adjourned at 2:51PM.

Respectfully submitted,

Sandy Pierre, Secretary

2006-11-19 Board of Directors Meeting Minutes

FSP Board of Directors Meeting Minutes 11/19/06

In attendance:

• Steve Cobb
  
• Sandy Pierre
• Morey Straus
• Brian Sullivan
• Varrin Swearingen

Absent:

• Jon Maltz
  
• Jason Sorens

Meeting Agenda

I. First 1000

II. status report on PorcFest 2007

III. status report on New Hampshire Liberty Forum

Meeting, which was scheduled for 2:00PM, is called to order at 3:02. Directors left waiting for an hour were not amused. In Jason's absence, Varrin offers to chair.

I. First 1000

Sandy reports that she has been posting sorta-weekly status reports on the progress of the F1K campaign on the dedicated F1K Yahoo list. Provides copy of most recent report for Directors' convenience. This past week was our third highest sign up week all year. It's pointed out that the chair of the Vermont LP recently signed. Discussion of the possibility of proactively signing up people known to have already moved.

Jon Maltz joins the meeting at 3:14PM.

II. status report on PorcFest 2007

Varrin reports that we have a contract, but it hasn't been signed yet. The dates and location have been nailed down, still working on ironing out the contract details. Concern is expressed that contract hasn't been finalized yet. Some of the delay is on Gunstock's end; some is on ours. Varrin reports that there is an outstanding need to fill the FSP's VP position(s) to help him in overseeing projects such as this. No ETA is available on a finalized contract. Rich is out of town this weekend representing the FSP at the Students for Sensible Drug Policy conference.

III. status report on New Hampshire Liberty Forum

Planning is going well. Irena is highly praised for her management skills. We have sold 65 Stossel keynote dinners so far, and advertising has hardly begun. Earlybird pricing ends in a few days. A new volunteer to handle advertising would be helpful. Chris L. has planning for the vendor tables and the ski trip under control. Denis is handling website registration. Michelle L. is coordinating a volunteer team for the conference. The speaker list is being finalized.

Discussion of the need for new VP's, Varrin's recent post on the Doers list, new IT team volunteer Louis, and what a great job he's doing.

Returning to agenda item 1, discussion of year-end plan for First 1000. Discussion of issuing a press release, accelerating F1K email schedule to once/week, and "robo-calling", running F1K again next year, F1K phone banking.

Freewheeling discussion of Rothbardian philosophy, ideas for the future of the FSP, website upgrade, responses from Time magazine article, the need for more volunteers. Varrin discusses his idea for a recruitment project for next year.

Two important questions remain:

1: What to do in response to First 1000
2: What to do overall re: the FSP

Ideas are discussed, but decisions are deferred until next month.

Morey moves to adjourn; Jon seconds.

Voting on motion: 6 ayes, 0 nays, 0 abstentions.

Meeting adjourned at 4:29PM.

Respectfully submitted,

Sandy Pierre, Secretary 

2007-01-21 Board of Directors Meeting Minutes

FSP Board of Directors Meeting Minutes 1/21/2007

In Attendance:

• Steve Cobb
• Jon Maltz
  
• Sandy Pierre
• Brian Sullivan
• Varrin Swearingen

Absent:

• Jason Sorens
  
• Morey Straus
  

Meeting Agenda

I. Decision: Future of FSP (deferred from last month)

II. Decision: Purging non-contactable non-voters from participant database (deferred from last month and contingent upon outcome of item I)

III. Board member presence at Porc Fest for a 'doers' / volunteer meeting

IV. Promotion of Liberty Forum

Meeting was called to order by Varrin at 2:15PM FST.

Brief discussion of Item I.

Morey joins the meeting at 2:21PM.

Varrin moves that Steve be appointed Chair for the meeting; Jon seconds.
Voting on motion: 6 ayes, 0 nays, 0 abstentions.
Motion carries.

Steve takes agenda items out of order.

III. Board member presence at Porc Fest for a 'doers' / volunteer meeting

Varrin reports that Board members are requested to be present for an admin / doers meeting with the following date and time: June 22nd, 4:00 p.m. (Friday of PorcFest). Response is Varrin, Brian, Jon as yes, Morey as yes but not as a Board member, Sandy and Steve as maybe / confirm later. Jason had previously said maybe via email.

IV. Promotion of Liberty Forum

Jon reports there are currently 135 keynote seats sold, 112 3-day passes, 96 Friday dinners, and 16 1-day passes. Discussion of expected LF turnout, profit vs loss, and upcoming expenses. Irena just presented a draft press release for the Ron Paul announcement. Sandy reports that PIC wrote and sent out earlier in the week a "First 1000 Successful" press release that mentioned LF. Discussion of making LF more prominent on the FSP homepage. Concern is expressed because none of the Board members have seen PIC's press release and Google News is currently showing no sign of it. Morey says he will call Brian G. tonight to discuss. Discussion of various ways to promote LF. Since Treasurer isn't present, no motions are made to allocate additional advertising funds for LF.

Varrin and Morey both indicate that they will need to leave soon. Varrin points out that we're 1.25 hours into the meeting and haven't begun discussion of the "big cahuna" yet. Some Directors express unwillingness to discuss Items I and II without all Directors present.

I. Decision: Future of FSP

Discussion of what a revised, more flexible FSP pledge might look like. Some possibilities are

"I promise to move in X years if Y people promise..."
"I will move in X years, OR I will move when Y people move, OR, I will move when Z people pledge"
"I pledge to move within X years after Y people commit to moving and Z have moved"

Morey leaves the meeting.

Several Directors express a desire to have no deadline, but to also allow people to back out until their move has been triggered. Suggestion to "warn" participants when their move is close to being triggered.

II. Decision: Purging non-contactable non-voters from participant database

Discussion of possible new requirement for participants to check in with the FSP periodically to confirm their continued participation. Disagreement on this issue; some Directors prefer to list uncontactable, unresponsive participants as "Inactive".

Varrin needs to leave (which would result in loss of quorum). Discussion of deferring Items I and II to February meeting. Discussion of discussing items on O-List or Board list. Discussion of rescheduling Feb. meeting to earlier.

Steve moves to close meeting; Varrin seconds.
Voting on motion: 4 ayes, 0 nays, 1 abstention.
Motion carries; meeting adjourned at 3:51PM.

Respectfully submitted,

Sandy Pierre, Secretary