13 September 2003 Board Meeting Meeting
Free State Project Board Meeting 13 September 2003 In Attendance:
Jason Sorens Mary Lou Seymour Amanda Maxwell Tim Condon Matt Cheselka
Jason called the meeting to order at 12pm eastern time
There was no old business to discuss
- 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 Amanda discussed the upcoming press conference in New York.
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