February 23, 2012
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.
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.
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.
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)
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.