Board Meeting Minutes Coffee Party USA

INCITE CIVILITY AND REASON

Month: February, 2012

February 23, 2012

by JKL

Call to Order and Note of Attendance
Our Maestro conference call meeting was called to order by President Eric Byler at 5:03 pm PST.  Other directors present included Vice President Kerry Helmer, Secretary Jeanene Louden, Treasurer Eric Whinery, Jose Guiterrez (last 30 minutes of the call), Frank Kirkwood (hands free from the turnpike on his way home from the flash rally in front of the Supreme Court), and Christopher Ritter. Craig Dunigan and Egberto Willies missed the call. Staff present included Executive Director Debilyn Molineaux and Membership Director Billy Sears. Our meeting guest was Lynda Park, Chair of the Board Development Work Group. We each did a 30 second check in. Kerry open the meeting.

Flash Rally at the Supreme Court
Both Eric B and Frank attended today’s rally in front of the Supreme Court to encourage the Justices to take the opportunity afforded by the recent challenge by the State of Montana, to revisit and reverse the Citizens United decision. Video of the rally is available here.

Meeting Minutes
Jeanene has created a meeting minutes blog in WordPress that has been linked to the web site: (www.coffeepartyusa.com), click the tab ABOUT, then click the tab MANAGEMENT, then at the end of the first line about the Board of Directors, click on the link where it says, “Read minutes here.” The direct link is www.coffeepartyboardminutes.wordpress.com. We briefly discussed whether there needs to be greater access to these minutes.

The Legal and Fiduciary Duties and Responsibilities of a Board of Directors
Lynda led a 45 minute conversation about what it means to be a director for a private, non-profit organization. We discussed extensive support materials, a priceless take-away from her presentation. She believes that if we learned one thing from her visit, it is that there are real legal responsibilities associated with Board membership, and that just knowing that would keep us from making mistakes borne of ignorance. We had a short conversation about the difference between a 501(c)3 and 501(c)4 non profit, why Coffee Party had chosen the latter, and how the former might be in our future.

In addition to the general information, some specific and immediate actions we need to take as a Board include: approval and signing of our Conflict of Interest form; finalization of our current 990 tax filing requirement; and completion and signing of our draft Board Agreement.

We thanked her for doing such a wonderful job condensing a hugely important body of knowledge.

Financial Report
There were two financial documents before us: the Chicago planning meeting budget and an updated cash flow/budget spreadsheet.

Jeanene and Debilyn had met between meetings to work on the planning meeting agenda and budget, vetting costs and cutting costs in an attempt to make room for a negotiated facilitator fee. The total budget was slightly above the offered (but not fixed by vote) value, but significantly less than the amount requested a few meetings ago.

The updated financials showed an unanticipated increase in actual expenses incurred to date that well exceeded the cost of the planning meeting.

We had to face some tough questions.

  • Can we have the meeting if to do so would create a negative cash flow in just a few months?
  • If we did not have our meeting, wouldn’t we still be out a great deal of money (air fare already purchased, bed and breakfast deposits, etc)?
  • Would a meeting without all directors be worthwhile?
  • Would a meeting without a facilitator be worthwhile?
  • Will we allow money (or a lack) to thwart our intention to do something we know we need to do?

After some very honest, and, therefore, uncomfortable conversation, there were some conclusions.

  • The planning meeting would allow the board to meet face to face and empower, not hinder, the ability of the Coffee Party to function in 2012 and in to the future.
  • Our membership drive and the belief in our donors will come through and make this and other things we believe are important and necessary possible.
  • Two directors stepped up to pay for the facilitator and will be reimbursed only if and when funds are truly available.
  • Several Directors will not ask for reimbursement of travel expenses and those that do will be paid as money is available.
  • The vetted budget was passed.

Resolution 017
Budget for the Board Planning Meeting in Chicago
WHEREAS the Board of Directors will be meeting in Chicago March 2 – 4, and,
WHEREAS travel costs in the budget will be reimbursed to some Directors as funds allow; and
WHEREAS the cost of the facilitator included in the budget will be carried by Director donation until the Coffee party financial projections are stable; be it
RESOLVED that the Board Planning Meeting Budget is approved as submitted.

Moved by Eric W, seconded by Kerry, and passed 6 yes, 0 no, 1 (Jose) abstain, and 2 not present (Craig and Egberto).

Wonderfest Panel Discussion Co-sponsor Request
Does Corportate Funding Corrupt Science? This was certainly one of the assertions used by Lawrence Lessig in Republic Lost. The details of this no-dollar, energy-only request was discussed. Because of the time frame, we jumped right to the question rather than sending this to a work group for consideration.

  • Coffee Party will be listed as a co-sponsor of the event on the website and in email promotions
  • Coffee Party would promote the event to our email list covering the Bay Area
  • After the event, FORA.TV will host it their website
  • Coffee Party would  promote appearance on Fora TV to our entire list at that time and do a blog post.  as well as Facebook and Twitter posts
  • Wonderfest will review the email content prior to sending – EricYao will provide copy
  • Coffee Party would be mentioned in all Wonderfest promotions regarding this event
  • Eric Yao will work with Eric B and Jeanene to do an interview with panel participant Dr. Robert Proctor on Coffee Party Radio (or video)

Resolution 018
Co-sponsorship of Wonderfest Panel Discussion
WHEREAS the Coffee Party has an opportunity to co-sponsor the Wonderfest Panel Discussion – Does Corporate Funding Corrupt Science?, and
WHEREAS it has been determined this is a conversation that falls in line with our our goals of reducing the impact of corruption from money in decisions that impact all citizens, be it
RESOLVED that the use of Coffee Party endorse and participate as a co-sponsor in the Wonderfest Panel Discussion – Does Corporate Funding Corrupt Science?

Motion was made by Kerry, seconded by Eric B, and passed 7 yes, 0 no, 0 abstain, and 2 (Craig and Egberto) absent.

The Remainder of the Agenda Was Suspended

Schedule Next Meeting and Adjourn
The next regularly scheduled “meeting” will be held March 1st at Eric W’s Chicago home for our first Board Social, 7pm CST. The Board Planning Meeting in Chicago is scheduled to begin at 9am Friday, March 2nd, and run through Sunday, March 4th. Our next Maestro conference call (that will generate meeting minutes) will be held Thursday, March 8, 2012, at 5 pm Pacific/8 pm Eastern.

Respectfully Submitted
Jeanene Louden

February 16, 2012

by JKL

Call to Order and Note of Attendance
Our Maestro conference call meeting was called to order by President Eric Byler at 5:03 pm PST.  Other directors present included Secretary Jeanene Louden, Treasurer Eric Whinery, Craig Dunigan, Jose  Guiterrez, Kerry Helmer, Frank Kirkwood, Christopher Ritter and Egberto Willies. No directors missed the call. Staff present included Executive Director Debilyn Molineaux and Membership Director Billy Sears. Meeting guests included Diane Owens and Eric Yao (a few minutes late). We each did a 30 second check in.

Meeting Minutes
Jeanene has created a meeting minutes blog in WordPress that has been linked to the web site (www.coffeepartyusa.com): under the tab ABOUT, click MANAGEMENT, then at the end of the first line about the Board of Directors, click on the link where it says, “Read minutes here.” Five sets of minutes are now posted. Two sets of minutes are on their way to ManyMoons for review, comment, editing, and posting on Monday.

Financial Report
Our membership drive is ever so slightly behind target, just under 50% of goal on the 16th of a 29 day month. The ever growing number and amount of recurring contributions is encouraging. The sag in donations from earlier in the week picked up as soon as Frank’s introductory bio was blasted yesterday, the 16th.

COFFEE PARTY ORGANIZING BLUE PRINT – Diane Owens and Eric Yao
The Boardreceived a 45 minute briefing on Group Web Sites, the Organizing Blueprint, and Affiliation Agreements from two key architects of the Chapter Development Work Group. The process of identifying physical and virtual Coffee Party groups all over the country, designing a support system for those that wish to carry on, as well as defining the relationship between the “local” and the national organizations, has been a work in progress since May 2011. The pending web presence alone is impressive. We all expressed our appreciation to Diane and Eric for their presentation and the good work that they and the rest of the team put in to this effort. Diane and Eric left the meeting.

The staff support and the volunteer network required to support this effort was discussed after the presentation. A good membership drive will be an important step toward what it will take to provide local chapters with the structures this team has designed and that Coffee Party Community Chapters deserve.

Craig Dunigan had to leave the meeting early.

Third Draft Coffee Party Draft Metrics Proposed Plan (January 21, 2012)

The purpose of the proposed metrics is to measure the impact of Coffee Party actions, the effectiveness of our efforts and the growth of the Coffee Party over the course of time. Half the Board has weighed in on the end of the Google Doc to indicate approval or concerns for the various metric elements. The rest of us need to complete this task before the next meeting.

Board Planning Meeting UPDATE
Jeanene ran through the details for the March 2-4, 2012 Planning Meeting in Chicago. Directors were reminded to complete their portion of the logistics spreadsheet Google Doc so the Board Development Work Group could make sure arrangements were adequate. Everyone who needs travel assistance was reminded to contact Jeanene directly. Airport shuttle arrangements were discussed: train v taxi v renting a common car v pick up service by local Directors (Jose and Eric W have cars for airport trips). Eric W offered a 7 p.m. Thursday meeting at his home. Eric W is King of the Day!

Jeanene and Debilyn are meeting tomorrow to refine the Planning Meeting Agenda draft prepared by the Strategy and Organizational Development Work Group. Their result will be sent out in ManyMoon for input and approval. The possibility of a Fundraiser on Saturday evening was mentioned. Time is a concern. One suggestion was to “book” only 50% of the time with “things” because we will easily fill the other 50% with “stuff”.

We extended an invitation to Annabel to attend the core value component of our meeting. [And, we were reminded to read the core value article distributed earlier before the next meeting.]

Board Legal and Fiduciary Responsibility
We asked that Debilyn  invite Lynda Park to present on Board Legal and Fiduciary Responsibility at our next meeting since she will not be able to present at the Board Planning Meeting in Chicago.

The Remainder of the Agenda Was Suspended

Schedule Next Meeting and Adjourn
Our next meeting will be held Thursday, February 23, 2012 at 5 pm Pacific Standard Time. We all had a 30 second check out. Eric B adjourned the meeting at 7:05 pm PST.

Respectfully Submitted,
Jeanene Louden

February 9, 2012

by JKL

Call to Order and Note of Attendance
Our Maestro conference call meeting was called to order by President Eric Byler at 5:03 pm PST.  Other directors present included Secretary Jeanene Louden, Craig Dunigan, Jose  Guiterrez, Kerry Helmer, Frank Kirkwood, Christopher Ritter and Egberto Willies. Treasurer Eric Whinery missed the call. Staff present included Executive Director Debilyn Molineaux and Membership Director Billy Sears. We each did a 30 second check in.

Meeting Minutes
Per the resolution last week, all the minutes to date have been transferred to ManyMoon for review and comment by Directors and will be posted to the web this weekend. We discussed the various methods with which this might be done.

Financial Report
Our membership drive is on target with over 10% this month being new members and 20% of those choosing recurring donation memberships. Founding Member renewals are at about 7.8%. We discussed the idea of using Kickstarter to raise money for the Board Planning Meeting. There is a concern that we are not eligible to use this tool due to our being a 501(c)4 instead of a 501(c)3 non-profit organization.

Debilyn will schedule a subcommittee meeting for Directors willing to make calls to major contributors. This is going to be an exciting and historic year for America, and we need to be ready to do our part.

Business Between Meetings

Resolution 015  
Public Citizen’s Congress Watch Coalition  
WHEREAS Coffee Party USA agrees that the unrestricted and undisclosed corporate and special interest money influencing our political system is a detriment to our body politic, be it

RESOLVED that Coffee Party USA will be signature to Public Citizen’s Congress Watch coalition letter requesting a Senate Hearing on Corporate Governance Solutions to “Citizens United,” and encourage our community to support this goal by contacting legislators.

Moved electronically by Egberto, and  passed, 7 yes, 0 no, 0 abstain, and  2 (Chris and Jose) unavailable.

More Technology Talk
Scoopit
While official training has not been scheduled, Scoopit is gradually being introduced and some Directors and volunteers are using it. Billy will use Doodle to schedule a training of some kind soon. This is a great tool.

GetSatisfaction
Chris asked if we should proceed or let this go. He recommends GetSatisfaction to solve the problem of inclusiveness and improve communication. It seems ironic that we cannot find the time to discuss the process of bringing new ideas to the Board, including the implementation of new processes and technology. It appears that a few of us need to meet offline to talk about GetSatisfaction.com and other possible technology solutions.

CrowdTangle  
A meeting for a CrowdTangle (the occupynetwork software) committee will be scheduled for early next week.  We need at least two administrators with Facebook access and need to take precautions so there is less potential for password hacking.

Board Liaison
Craig has stepped up to be the Board Liasonto the Strategy and Organizational Development Work Group. King of the Day!

Resolution 016
Strategy and Organizational Development Work Group (SOD WG) Liaison
WHEREAS, the newly adopted organizational structure reinforced the need for each Work Group to include both a Chair and a Board Liaison, and,

WHEREAS, Director  Dunigan has expressed willingness and interest in the SOD WG , and

WHEREAS, President Eric Byler has nominated Director Dunigan as SOD WG Liason, be it

RESOLVED that Craig Dunigan serve as the Board Liason  of the SOD WG.

Moved by Egberto, seconded by Jeanene, passed 8 yes, 0 no, 0 abstain, and 1 (Eric W) not present.

Staff Job Descriptions
We’ve been introduced to overall metrics that are tied to staff positions as reporting agents, but those metrics were not included with the job descriptions.  An inclusive revision will follow. At this point, the job descriptions are up for discussion, as are the performance indicators.

Metrics
We discussed the need to face the task of reviewing the metrics plan. It is less daunting than it appears, or so we are told. Only four of us have completed our review.

Presentation of Organizing Blueprint for Local Chapters
We decided it would be better to review and approve the Chapter Development Work Group proposal before the Chicago meeting, so we asked for a briefing at the next meeting.

Management Team Call
The Management Team call happens Tuesdays,  Noon ET / 9am Pacific. We were reminded how helpful it is to staff and super-volunteers when Board members participate at this level.

Branding Survey Synopsis
The discussion of the Branding Survey results was intense and informative. Given our wide range of experience with such things, those who had knowledge and talent in such matters all but held a teach-in on the subject. The intent of the survey was to answer questions like, “Are we successfully messaging ourselves?” It became clear that we needed to proceed to next step for successful messaging:

  • What are our core values?
  • What is our value-added to our members?
  • What do we do?
  • What business are we in?

Core Values from Citizen Now (the Former Coffee Party Principles and Purpose WG)
We discussed the article, “Draft Guiding Statements For a Community Convening a Democracy Movement for the United States”, as published on the web. We have a good feeling about this work and will discuss it further next week with an eye toward incorporating it into our strategic plan. Debilyn requested we review the Civility in Action (Participation Guidelines) document for relevance in the same conversation.

Board Planning Meeting UPDATE
The “non-retreat” has been firmly set for March 2-4, 2012, in Chicago. Rumors of massages and luxury are greatly exaggerated. Lynda Park found a great Bed and Breakfast that will hold us all if some sleep on couches and air mattresses. And, by cooking-in we can keep the cost down enough to come in at the crazy low budget, so Directors that need to be reimbursed for their travel just may be in luck! Good work Board Development Work Group! A final budget could not be set without Treasurer Eric W in attendance.

Voting by Email Between Meetings
As was demonstrated by the Public Citizens Congress Watch Coalition vote (see Resolution 015 above), the Board may need to act quickly between meetings, even while we are meeting weekly. The PC vote took three email threads over four days to complete, and involved amendments to the original motion that were eventually discarded. In trial-by-fire, we have worked out what feels like a good solution.

Resolution 017
Process for Email Votes
WHEREAS Resolutions to take action often need to be voted upon in a timely fashion, and WHEREAS we want to avoid rushing decisions without properly vetting them, and

WHEREAS a nine member board of directors is our best guarantee against rushing into actions without consideration from many perspectives, it is

RESOLVED THAT resolutions proposed via email require a majority vote,

AND that any single Director can request a discussion by phone before a vote is held,

AND that a Director may submit amendments to an email Resolution based on a motion, requiring a second by another Director.

Moved by Eric B, seconded by Chris, and passed 7 yes, 0 no, 1 (Egberto) abstain,  and 1 (Eric W) not present.

Introduction of Resolutions for Future Consideration

Pending
Coalition Action for Tax Day Events
Egberto  and Eric B will introduce this resolution in the near future and request that Directors read it during the upcoming week for email vote, or scheduled discussion next week.
WHEREAS, achieving a more equitable tax system is an organizing goal of the Coffee Party USA; and

WHEREAS, Coffee Party member Will Rice has taken the initiative to focus our community on injustices in the tax code and propose remedies; and

WHEREAS, for the past several months Will has been coordinating the Coffee Party CommonWealth project, the purpose of which is to engage people in sharing their own stories as a way to promote tax reform; and

WHEREAS, Working Families Win, a permanent community organizing project of the pioneering progressive organization Americans for Democratic Action, has also made tax equity an organizing goal; has supported the CommonWealth project (including by providing Will with a modest stipend) and is actively seeking outside funding in order to provide more support; and

WHEREAS, the CommonWealth project is currently planning several events in the early spring to publicize the need for tax equity and wise public investment, including two Capitol Hill panels, and a rally at Lafayette Square on the weekend of Tax Day; and

WHEREAS, the CommonWealth project intends to grow into a broad coalition of organizations in support of its mission and events;

Therefore be it RESOLVED, that

1. The CommonWealth project may be described “a joint project of the Coffee Party USA and Working Families Win”; and that

2. The Coffee Party USA specifically endorses the Capitol Hill panel on the role of public investment in broad-based prosperity (scheduled for March 14); the Capitol Hill panel on tax equity (scheduled for April 11); and the “Rally and March for Tax Justice” (scheduled for April 17); and that

3. The Coffee Party USA will help publicize these and other related events, will encourage our community to participate in the above events, and offer volunteers and advise to help ensure the events’ success.

Pending
Voting Rights Act of 2012
This future submission by Jeanene and Eric B, does not require immediate vote, but it requires a discussion because it involves fundraising for a specific purpose, something that was rarely done in previous leadership structures. At that time, Jeanene and Eric B will introduce and request that Directors read it during the upcoming week for email vote, or scheduled discussion next week. Chris suggested an idea of using an alternate community for this effort.

WHEREAS a caller named Christopher Lewis-Ewell phoned into Jeanene Louden’s radio show to share his concern that he may not be able to obtain a Voter ID Card under South Carolina’s harsh new law restricting the franchise to those who can obtain a state-sanctioned ID, and,

WHEREAS participation in the political process is the most important tool that the Coffee Party encourages in order to achieve its core objectives, and,

WHEREAS the special interests seeking to shape or limit turn-out in elections are often the same interests that seek to perpetuate the cycle of corruption that impedes the achievement of the Coffee Party’s core objectives,

Be it RESOLVED that, Coffee Party USA will promote a personal essay by Christopher Lewis-Ewell, written at the invitation of Jeanene Louden and Eric Byler, and:

  1. Coffee Party USA will research the status of Voting Rights in states that have passed or proposed laws that require Voter ID’s
  2. Coffee Party USA will take actions to support, and if necessary purchase the right to vote for minorities, the poor, the elderly, and students who may be adversely impacted by Voter ID law.
  3. Coffee Party USA will implement a fundraising drive to support this initiative
  4. Coffee Party USA will encourage members to volunteer to coordinate this initiative
  5. Coffee Party USA will assign a Director, and/or Work Group Chair, and/or Committee Chair to oversee this initiative.

Authenticity and Clarity 
There is, at times, opposition between consistent messaging (money & politics, the Rootstrikers concept) and our “Freedom of Authenticity” (additional issues we each hold dear). This is only problematic because the Coffee Party strategic plan included “other” issues with a tie-in to “follow the money” and worked to demonstrate how money influences every issue. Today’s question is: is this the right strategy for this Board to continue to take?

It allows people to work within their passion (the branch) and still connect with the “root” problem of systemic corruption (money). But does it violate what we see to be our commitments to the Coffee Party members and followers?

The Remainder of the Agenda Was Suspended

Schedule Next Meeting and Adjourn
Our next meeting will be held Thursday, February 23, 2012 at 5 pm Pacific Standard Time. We all had a 30 second check out. Eric B adjourned the meeting at 7:05 pm PST.

Respectfully Submitted,
Jeanene Louden

February 2, 2012

by JKL

Call to Order and Note of Attendance
Our Maestro conference call meeting was called to order by President Eric Byler at 5:06 pm PST.  Other directors present included Secretary Jeanene Louden, Treasurer Eric Whinery, Craig Dunigan, Kerry Helmer, Frank Kirkwood, Christopher Ritter and Egberto Willies.  Jose  Guiterrez joined the call late. No directors missed the call. Staff present included Executive Director Debilyn Molineaux and Membership Director Billy Sears. We did a 30 second check in.

Meeting Minutes
All four sets of minutes (1/7, 1/12, 1/19, and 1/26) and the revised Chart of Resolutions were delivered to the Directors prior to the meeting. We discussed the most expedient way to get minutes approved and posted on the web for general consumption. In order to even come close to meeting our original goal of 48 hours (set by resolution) we set a process to approve minutes before the next meeting.

Resolution 015
Meeting Minutes Approval Process
WHEREAS the Board of Directors is committed to making its actions available to members, followers, and volunteers in a timely fashion, it is
RESOLVED this process of minutes adoption will be adopted affective immediately:

  • the Secretary will draft minutes and post them to ManyMoon the day after the meeting;
  • the Executive Director will be a consistent minutes reviewer;
  • all Directors will have the opportunity to review and comment for at least 48 hours; and
  • the Secretary will edit comments into the document and post on the fourth day.
  • Approval is implied unless a Director brings up an objection at or before the following meeting.

The motion was made by Eric B, seconded by Kerry, and passed with 6 yes, 0 no, 2 abstain, and 1 not present votes.

The Chart of Resolutions format was acceptable to every one, with the addition of listing a roll call  if/when there are any NO votes. The Chart will be put up for review. From this point forward, resolutions will be added to the document after the corresponding minutes are posted.

Financial Report
Treasurer Eric W presented a proposed budget, a five month cash flow, and the January bank reconciliation. After a question and answer period to clarify the details of the documents, we discussed adding a budget line item for the Board Planning Meeting. It was agreed we table the addition of the planning meeting and revisit the budget after a week or two of the membership drive that was launched today.

Resolution 016
Budget Approval
WHEREAS the information provided by the Treasurer appears complete, accurate and thorough, it is
RESOLVED that the budget be accepted as proposed.

The motion passed unanimously.

Fund Raising
We exceeded our fund raising goal in January. Our fund raising goal for February is three times higher because it is time for Founding Members to renew. In an additional effort, Debilyn will convene a sub-committee to begin major contributor phone calls with Eric B, Eric W, Egberto, Craig, and Jeanene.  Annabel will also be invited to make calls.

FaceBook Posting
The Development, Fundraising, and Revenue Work Group brought a question to us about the posting process. Chris agreed to organize a call about the process with the intent of reporting back next week.

Board Planning Meeting
Jeanene, as the Board Development Work Group liaison, reported on the progress made to date to organize the Board Planning Meeting. The date is tentatively set for March 2/3/4. Chicago was questioned as a location, so she will take back the Board’s willingness to look elsewhere.The proximity of several attendees to Chicago may be trumped by the reduced housing costs in another city. She also asked for an email from those who would need travel assistance so a preliminary budget could be drafted. Eric B asked everyone to think about who they knew that might be willing to support the meeting by donating or giving a reduced rate for lodging.

The agenda for the planning meeting is well underway. There was concern that others may not know what we need to do in our meeting. Those of us who have reviewed the plan recommended the others read the plan and that we discuss it as a group next week.

Vice President
The Vice President election has been tabled several times. After nominations and inquiries into interest, Kerry Helmer emerged as our candidate. We had a short discussion about whether there was a VP in the bylaws. The bylaws on the web site do not include a VP but are not the most recent version. Once the most recent version was confirmed, we held our election.

Resolution 017
Election of a Vice President
WHEREAS the bylaws allow the Board to select a Vice President from among the Directors not already serving in officer positions, it is
RESOLVED that Kerry Helmer serve as Coffee Party USA Vice President.

The motion was made by Chris, seconded by Egberto, and passed 8 yes, 0 no, and 1 abstention (Kerry, herself).

Work Group Chair Appointments
We learned that some work group chairs believed that their appointments expired on December 31st. There were three names presented, but they did not cover all the vacancies, and we had no process in place to fill those vacancies. Debilyn offered to prepare a document for work group chair appointment/affirmation that she will present next week.

Work Group Restructuring Proposal
The proposal that was presented to us last week by Ray and Leah was discussed briefly. No one expressed any objection to what appears to be modifications that were borne of experience.

Resolution 018
Work Group Restructuring
WHEREAS the work group restructuring plan as presented is thoughtful and based on the experience of hard working and dedicated volunteers and staff, it is
RESOLVED that the work group restructuring plan is approved as submitted.

The motion was made by Craig, seconded by Frank, and passed unanimously.

Branding Survey Results

Kerry will present the results of the Branding Survey next week. This is perfect given our need to have big picture conversations about our core value messaging.

ManyMoons Training
We are going to be using ManyMoons more and more. Debilyn invited us to email her with individual requests for training. Chris gave a ringing endorsement!

Organizer National Team (ONT) Invitation
An invitation extended for us to be guests and/or attend the ONT call on Saturday,  2/11. Eric B added that the Book Club was having a BlogTalkRadio session with Lawrence Lessig on 2/9, and that attending both would generate a great kick off to our new initiative with Professor Lessig and Rootstrikers based upon Goodnight Democracy.

Executive Session
The staff checked out so we could go in to executive session to discuss a personnel matter.

Schedule Next Meeting and Adjourn
The next Maestro call will be Thursday, February 9th, at 5 PM PST /8 PM EST. We all did a quick check out!

Respectfully Submitted,
Jeanene Louden

January 26, 2012

by JKL


Call To Order and Note of Attendance
Our Maestro conference call meeting was called to order by President Eric Byler at 5:03 pm PST.  Other directors present included Jeanene Louden, Eric Whinery, Craig Dunigan, Egberto Willies, Kerry Helmer, Jose  Guiterrez, and Christopher Ritter.  Frank Kirkwood missed the call.  Staff present included Executive Director Debilyn Molineaux and Membership Director Billy Sears.  Leah Spitzer and Ray Hudkins were also in attendance. We did a 30 second check in.

Work Group Reorganization
Leah Spitzer and Ray Hudkins led us through an informative trek into the inner workings of Work Groups, Committees, Staff and Board structures. The roles and relationships among and between all the actors were especially enlightening. Participation was high and good spirited among directors, staff and these super volunteers.

Meeting Minutes
We agreed by resolution a few weeks ago to have meeting minutes available on the web 48 hours after a meeting. Now that style and voice comments have been incorporated into a template, minutes will be available for approval at the next meeting. The Chart of Resolutions is being updated and revised for distribution and posting to the web.

Financial Report
Treasurer Eric Whinery gave the weekly report. Our membership income is exceeding expectations, with both more new member and members with recurring (monthly) memberships than anticipated given no formal membership campaigns have launched. He, Billy, and Jose will be meeting in Chicago this weekend and Kerry will be calling in to the meeting in order to work on a new Development, Fundraising, and Revenue Plan. Right now 95% of our income is membership.

Crowd Tangle Proposal
Between Jose’s positive experience with this tool in the Occupy Network and Chris’s collection of positive reviews, we listed our considerations about how this will work in our social network organization, the difficulty a new program may pose to volunteers, and which work group should take on this project, then gave the test run the green light.

Resolution 010
Crowd Tangle
WHEREAS Crowd Tangle aggregates FaceBook pages for easy management, and
WHEREAS we have the opportunity to be a beta-tester for 12 months at no cost, and
WHEREAS the required number and qualified individuals have committed to learn the program and evaluate its effectiveness for the Coffee Party, it is
RESOLVED that we will proceed with our investigation into the Crowd Tangle system.

The motion passed unanimously.

Management Team at Board Meetings
Jeanene, Kerry, and Frank participated in the last Management Team conference call. Each reported a good experience, and respect for the amount of work the group and individuals within the group are doing for the Coffee Party. These folks (except one full time employee) were laid off in November or December and continued their jobs as best they could on a volunteer basis. All of us on the board expressed our desire to be successful fund raisers so we can pay our wonderful staff.

Guide For Evaluating Arrangements With Other Groups
This document resides in Google Docs and had been signed off on by three directors prior to the meeting. During the meeting, three Directors said they tried to approve the Guide, but did not have editing privleges. Another Director gave verbal approval. Debilyn will notify the SOD and the Guide is approved.

Board Planning Meeting
Jeanene, as liaison to the Board Development Work Group, has stepped forward to take a greater role in helping the board planning meeting gel. Directors will be receiving polls about dates and locations with the hope that details will come together before the next meeting. She will be working with staff and the various work group folks already working on content and logistics.

Left Forum Event Funding
The conversation continued with this interestingly controversial funding request. It boiled down to one key item: we can find money to do outreach to potential Coffee Party followers and members, but we cannot find money to finance local affiliate activities per se. For the latter, Billy offered to give them tips on how to raise $250! In the end, we trusted the BACP would do a good job representing us at this very big event.

Resolution 009
Left Forum Event Funding
WHEREAS the Left Forum is a major political gathering on March 16-18 th in lower Manhattan that attracts thousands of  politically inclined participants, this year’s theme: the OCCUPY movement; and
WHEREAS the BACP has successful put together and is officially sponsoring a panel of experts to discuss the Koch Brothers at the Left Forum that includes Ari Berman of Rolling Stone and The Nation, Lisa Graves from The Center for Media and Democracy and documentarian Robert Greenwald, creator of the film “Koch Brothers Exposed”; and
WHEREAS Coffee Party Founder Annabel Park will be attending the Left Forum with the BACP  and potentially participating in a panel;
UNDER the expressed condition that Big Apple Coffee Party represent Coffee Party USA, encouraging their membership and those who attend the event to follow and become Coffee Party members; it is
RESOLVED that the Coffee Party USA will provide  the BACP with the amount of two hundred and fifty dollars ($250) to purchase a table at the Left Forum exhibit space with the purpose of distributing boycott information and materials, meeting and bridge-building with like minded people (with Annabel Park at our side), and spreading the Coffee Party USA message of an inclusive, civil-minded organization focused on money in politics.

Personnel Issues
We went in to executive session to discuss a personnel request.

Resolution 011
Personnel Issues
RESOLVED in executive session that the Executive Director shall be retained at half time and the Membership Director will receive a budgeted raise.

Schedule Next Meeting and Adjourn
The next Maestro call will be held on February 2, 2012, at 5 pm PST/ 8 pm EST.
The directors, staff and visitors did a check out.

Respectfully Submitted,
Jeanene Louden

January 19, 2012

by JKL

Call To Order and Note of Attendance
Our Maestro conference call meeting was called to order by facilitating director Kerry Helmer at 5:06 pm PST.  Other directors present included Jeanene Louden, Eric Whinery, Egberto Willies, Frank Kirkwood, and Christopher Ritter.  Director Eric Byler was a little late to the call (trying to catch a cab!) but present and led the call when he had cell reception.  Craig Dunnigan and Jose Guiterrez missed the call.  Staff present were Executive Director Debilyn Molineaux and Membership Director Billy Sears. We did a 30 second check in.

Meeting Minutes
Comments were given on the voice and structure of the draft minutes prepared for the January 12 meeting. Secretary Jeanene Louden will now take every one’s input under advisement and develop the template for these and future minutes for distribution and posting to the web.

Financial Report
Treasurer Eric Whinery presented google documents for cash flow through the end of January and budget covering the six month period ending June 30th. It includes $1000 for our 990, the non-profit tax return. We have already met our expenses for the month, but our staff levels are greatly reduced and not sustainable. If fundraising continues at the current rate, the state of emergency we inherited may be subsiding. A great deal is riding on our current and upcoming membership drive. We will stay on top of this at every meeting.

Relationship With Management Team
A motion was made and eventually tabled to invite the management team to board of director calls. Several board members volunteered to attend the next management team call instead. The issue is not whether others are welcome, it is whether it would serve the intended purpose to make these calls bigger. Should guests be advisers, listeners, or participants? A better form of team building is sought.

Relationship With Move to Amend
Last week, at the encouragement of the Advocacy, Action, and Messaging Work Group, we agreed to collaborate with Move To Amend in the OCCUPY THE COURTS action. Today we discussed the invitation to become a part of the Executive Board of the Coalition. While the ethics of the effort are clearly in alignment, we are unclear if there are other, unknown liabilities. We agreed that we can undo any relationship if we found we had unknowingly accepted responsibilities we were unwilling to execute. Egberto, as the board liaison and chair of the Advocacy, Action, and Messaging Work Group (Campaign and Actions Work Group), will be our liaison to Move to Amend.

Resolution 008
Accept the Invitation to Join the Move to Amend Executive Board
The Advocacy, Action, and Messaging Work Group recommend to the Board of Directors:
WHEREAS Coffee Party USA is a trans-partisan organization, and
WHEREAS Move To Amend is a non-partisan coalition, and
WHEREAS Coffee Party USA and Move To Amend both share the goal of reversing Citizens United decision, be it
RESOLVED that we establish:

  • a strategic relationship that includes cross-linking our websites, releasing a press release announcing our partnership,
  • accept membership to their executive board,
  • and cooperate on projects of mutual interest.

Moved by Jeanene, seconded by Eric W and passed with 6 yes, 0 no, 1 abstention and 2 not present.

Coffee Party Table at Left Forum
In a continuation of the conversation that began last week, the pros and cons of setting the precedent of giving money to local affiliates, as well as the risk of being inappropriately labeled was discussed at length. Budget considerations also came in to play. The discussion was tabled until next meeting.

Vice President
We have not made progress toward candidates for VP. Last week those interested could have contacted Debilyn. This week Eric B will send email invitations to serve to all eligible directors. We will discuss this again next week.

Work Group Restructure Presentation
There has been a major volunteer and staff effort to improve the organization and structure of the Work Groups,  Committees, and Teams, and staff as they relate to the Board and the Membership. We decided to accept a generous offer made by Leah Spitzer and Ray Hudkins offered to spend 45 minutes at our next meeting explaining the inner workings of this well oiled, predominantly volunteer, machine.

Member / Support Site
We were approached for approval to launch this site, but there were both editorial and conceptual concerns. The premise is to move certain components of what is now in the Coffee Party web site proper out of a techy domain and into wordpress where mere mortals can manipulate it. The product appearance is lovely. However, the details of the conversation were limited by the facts that Chris, our major connectivity and human interface expert, had had oral surgery only hours before and asked that we delay the complete discussion until he could participate fully.

Fundraising
Memberships are going well this month, and the Founding Members Renewal Campaign is about to begin. Billy Sears, Membership Director, showed us the fundraising history since 2/2010, and it is clear that membership is our bread and butter. We learned that the Development, Fundraising, and Revenue Work Group fund raising campaign schedule is off track, in part because of the board’s own outreach initiatives and in part because some of us had no idea there was a schedule in which we played a part. Again, the need for a balance between tending to our mission and tending to raising money is apparent. Membership is our money source, and relationship is our membership source. Timely and appropriate attention to our mission is our relationship source. We will discuss this further, no doubt.

Board Planning Meeting
The staff is hoping a director will step up to champion the meting. Right now, because of where we all are located across the country, Chicago looks like the most economical meeting place. The idea is to get a large rental home for a long weekend and stay in for most meals, spending the greatest amount of time together, and saving lots of money.

Suspend the Remainder of the Agenda

Schedule Next Meeting and Adjourn
The next Maestro call will be held Thursday, January 26, 2012, at 5:00 PM PST
We checked out at 7:10 PST.

Respectfully Submitted,
Jeanene Louden

January 12, 2012

by JKL


Call To Order and Note of Attendance
The Maestro Call meeting was called to order by President Eric Byler at 5:07 pm PST.  Other directors present included Jeanene Louden, Eric Whinery, Craig Dunigan, Egberto Willies, Frank Kirkwood, and Christopher Ritter.  Directors Kerry Helmer and Jose Guiterrez were late to the call but present.  No directors missed the call.  Staff present were Executive Director Debilyn Molineaux and Membership Director Billy Sears.  Those present did a 30 second check in.

Timing of the Board Planning Meeting
Funding challenges have delayed the board planning meeting, originally planned for January.  At the last meeting, we discussed paying our own way (to the degree possible) in order to prevent delaying our meeting any longer.  Everyone agreed on the importance of not excluding those who could not self fund.

Resolution 004-2012
Self Funded Board Retreat
WHEREAS there is interest on the Board of Directors to meet in person in order to flesh out our plans for Coffee Party USA, and
WHEREAS there is a commitment among Directors to fundraising, and
WHEREAS some members of the Board of Directors expressed a willingness to pay their own way to get to an in-person Board of Directors meeting, it is
RESOLVED that we shall resume planning for an in-person Board of Directors meeting by selecting a weekend when the majority of the Board of Directors can meet, and a location that would be most economical for both transportation and accommodations.

The motion was made by Craig, seconded by Frank, and passed: 8 yes, 0 no, 0 abstain and 1 not present. Debilyn will let the SOD/Board Development/Development Work Groups know to have the materials prepared for the retreat by the second half of February.

Board Transparency
We continued a conversation initiated by email prior to the meeting about: How transparent do we want to be about releasing upcoming meeting topics and meeting minutes to members? What is a reasonable expectation for exposure of ourselves?  Our discussion first focused on collaborative v institutional decision-making models, with most choosing to pursue a more collaborative approach.  Discussion turned to how we could enhance, and not become a barrier to, Work Group efforts and local affiliate activity.

Resolution 005-2012
Openness
WHEREAS the Board of Directors (BOD) wishes to be open with our members, and include them in our decision-making process, it is
RESOLVED that the following strategy be implemented:

  • the Secretary takes responsibility for posting BOD meeting minutes to our website within 48 hours of each meeting;
  • the membership will receive minutes, with a friendly introduction written by the Secretary;
  • the Secretary, President and Vice President (to be elected) will take a lead in communicating personal stories to members (knowing that our communications can also be shared with the general public either by us deliberately, or by members who receive our communications);
  • the Secretary, President, and Vice President (and other directors if they choose) will communicate issues to be discussed/decided upon in upcoming meetings using email blast, blogs, FaceBook exchanges, Coffee Party Radio, etc.;
  • the Secretary, President, and Vice President will encourage members to communicate their thoughts, ideas, and opinions to the BOD, and make them part of the conversation as we make decisions for the movement.

The motion was made by Chris, seconded by Craig and passed.

Vice President
We discussed the pros and cons of having a Vice President. Directors interested in the position may contact Debilyn by email.

Financial Reports
A cash flow and draft January-June 2012 budget was presented by Treasurer Eric W  Our discussion focused on the reductions in staff up to this point and predicted in the budget as presented.  Concern for the ability of the Coffee Party USA to function responsibly and effectively without staff led the conversation to the need for significant and sustained fund raising.

Fund Raising
The motion was proposed by Eric B by email and discussed at length. A major point of concern was the interface (or lack) with the efforts of the Development Work Group. We are in the inquiry of how to balance board effectiveness, use of the work group structure, and best use of dedicated volunteer time and talent. The board liaison role is hoped to help empower our chosen structure to allow the Board to effectively steer the Coffee Party.

Resolution 006-2012
Fundraising Plan
WHEREAS our track record shows that building a rapport between leaders and members, plus a personal request, is a good model for fundraising, and
WHEREAS the first two essays have started to shape our 2012 narrative that collaboration, volunteerism, and everyday folks can make a difference, and
WHEREAS the Development Work Group strongly urges the Board of Directors to embrace periodic asks for membership sign-ups and/or donations, it is
RESOLVED, we shall weave our 2012 Collaboration Narrative with the Development Work Group’s schedule:

  • All nine board members write an “Intro Blog”
  • The newsletter go out every other week via email blast, and include at least one Intro Blog
  • An email blast go out in the intervening week with the Intro Blog messaging from a different Director each time until all are introduced.
  • Intro Blogs are then scheduled on the FaceBook page with the author of the blog present to engage with members.


IN ADDITION, The Board of Directors recognizes and appreciates the hard work of the Development Work Group in 2011, and intends to revisit the November 2011 plan to raise funds using position paper in the near future.

The motion was made by Eric W, seconded by Kerry and passed unanimously.

Board Member Assignments To Work Groups
There are vacancies in the board liaison strategy. We need to honor this important component of the interactive and organic quality we are hoping for in our organization.

RESOLUTION 009-2012
Work Group Assignments
WHEREAS all Coffee Party USA Work Groups have a board liaison, it is
RESOLVED that Frank Kirkwood will serve as Chapter Development director liaison in addition to Pathways to Participation director liaison, and it is
RESOLVED that Chris Ritter will serve as Internet Infrastructure Work Group director liaison.

Motion was made by Eric W, seconded by Jeanene, and passed unanimously.

Management Team Relationship to The Board
We discussed the membership, structure, and function of the management team.  The possible future interactions and relationship structures of the management team and the BOD were touched upon with the hope the subject will be revisited soon.

However, Debilyn reported that unless something changed before the end of the month, the only paid staff member remaining would be the membership director.  All other paid staff are phasing out for budgetary reasons on January 31st.  AN APPRECIATION for staff and a commitment to fundraising was expressed by the board.

Schedule Next Meeting and Adjourn
The next meeting will be held either the 18 th or 19 th of January, to be determined by online poll.  We agreed that to keep meeting weekly until the agenda can be handled in one hour.

The Directors and staff closed with a check out at 7:02 pm PST.

RESPECTFULLY SUBMITTED
Jeanene Louden

January 7, 2012

by JKL

Call to Order and Note of Attendance

Our Maestro conference call meeting was called to order by President Eric Byler at 4:07pm PST.  Other directors present included Secretary Jeanene Louden, Treasurer Eric Whinery, Craig Dunigan, Jose  Guiterrez,Kerry Helmer, Frank Kirkwood, Christopher Ritter and Egberto Willies.  No directors missed the call missed the call. Staff present included Executive Director Debilyn Molineaux and Membership Director Billy Sears.

Expanded Check In
Because this was our first official meeting as a board, we spent time “checking in” giving details about ourselves that defined us as individuals.

TED Talk
Chris sent us all a link to a TED Talk that explores institutional v collaboration organizational models. Not all of us were able to watch it before the meeting, so our discussion was postponed.

Communications Baseline
Because the Board must take responsibility for the Coffee Party narrative we must exercise some level of control.  This means we must learn about our communications strategies, and then, if we choose, delegating and instructing staff and/or non-director volunteers. Eric B gave an over view of the current strategy and the volunteers and staff that now fill these roles. Included are:

  • FaceBook page posting (and shepherding the post) four times per day, every day;
  • website content including a newsletter every other week;
  • HootSuite managing the other 175 Facebook pages, and 4 Twitter accounts;
  • weekly email blasts; and
  • BlogTalkRadio shows.


We discussed the level of effort for each component of the strategy, and how taxing the effort was with the relatively small number of volunteers and staff now involved. Each of us indicated the areas in which we felt we could participate. This is and will be a key human resource focus for us.

Occupy the Courts
The Advocacy, Action, and Messaging Work Group brought us two invitations from Move to Amend. The first was to join the coalition of over 175 organizations that are supporting their Occupy the Courts effort on January 20th, the second anniversary of the Citizens United decision. The second was to become a member of the executive board, a group of about 15 organizations like ours.

Given our participation in many actions in favor of the reversal of the CU decision, the first request was an easy conversation. Annabel and Eric were already going to be at the event at the Supreme Court in DC, and participating in other, related events. Many Coffee Party affiliates are also connected to the Move to Amend coalition already. The second invitation was less clear. We do not yet understand any legal or fiduciary entanglements with this formal an arrangement with another group. In the end, the second request was tabled for another day.

Resolution 001
Endorsing OCCUPY THE COURTS
Shall the Board of Directors ratify the email vote supporting Coffee Party participation in the Move to Amend action: “Occupy the Courts”?

The motion was made by Eric B, seconded by Jeanene, and passed unanimously.

Acknowledgement of the Transition Team
If nothing else was clear as we launched this new journey, it is obvious to all of us on the Board that the Transition Team did a heck of a job keeping the Coffee Party moving full steam ahead while we were being elected and seated. They and the rest of our team of volunteers and staff have our deepest gratitude.

Directors and Officers Insurance
It is virtually standard practice for private non profit organizations with volunteer Directors to provide basic liability coverage that buffers their personal liability in civil litigation. Because the Coffee Party is not in a position to pay the premium for this coverage right now, Jeanene posed the option of our pitching in. We all agreed that this was an “as able” proposition, but that none of us could afford to be without this protection.

Resolution 002
Self Funding D&O Insurance
Shall the Board of Directors make personal contributions toward the purchase of Directors and Officers Insurance?

  • The even distribution of the cost would be $250 per director.
  • Each is asked to give according to their ability.
  • Any shortfall will be covered by the Coffee Party.
  • The insurance will be purchased immediately.

The motion was made by Craig, seconded by Egberto, and passed unanimously.

The Role of the Board
This topic generated a brainstorming session about the many roles, internal and external, played by the Directors. From the brass tacks of fund raising to the more esoteric role of healer; from head volunteer in charge to masters of empowerment. All the while making sure the mission is alive and well. One thing was constant, in all roles and in all modes, relationship and authenticity are key. More on this later….

Work Group Structure
The Strategy and Organizational Design (SOD) Work Group recommended a change to the work group structure based on functional changes that have occurred since the inception of the design. We will now need to give these new groups chairs and board liaisons, but that will have to wait for another day.

Resolution 003
Changing the Work Group Structure
RESOLVED to alter the Bylaws to create a Chapter Development Work Group and close the Legal and Accounting Work Group.

The motion was made by Frank, seconded by Egberto, and passed: 6 yes, 0 no, 1 abstain, 2 Directors had left the call.

Schedule Next Meeting and Adjourn
Because it appears that Thursday is our best shot at getting everyone on the call, and that we will need to meet weekly until we can get these meetings down to one hour, the next Maestro call will be held January 12, 2012, at 5 PM PST / 8PM EST. We all did a 30 second check out.

Respectfully Submitted,
Jeanene Louden