July 2004 Board Meeting Minutes
FREE STATE PROJECT, Inc. Board of Directors Meeting 11 July 2004
Jason Sorens Jean Alexander George Reich Eddie Bradford Kat Dillon
CALL TO ORDER
Jason Sorens called the meeting to order 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.
Report not yet received. Discussion shelved for now. 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. 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.]
Bylaws Revision - 2 Parts
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.]
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.]
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.]
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.]
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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