January 2, 2013

by JKL

CALL TO ORDER AND NOTE OF ATTENDANCE
The Maestro call was called to order by President Eric Byler at about 5pm PST. The attendance of other Directors is noted below. A quorum was present. We all took 30 seconds to check in.

P – Eric Byler, President
P – Egberto Willies, Vice President
A – Eric Whinery, Treasurer
P – Jeanene Louden, Secretary
P – Michael Charney
A – Jose Gutierrez
P – Frank Kirkwood
P – Cameron Kruger
A – Christopher Ritter

DRAFT MINUTES for the December 19, 2012 meeting can be found at: https://docs.google.com/document/d/1u8mF04NbTbmimHV3XdgIbTEMWMqv9adeB09F0wnZPCo/edit. Since I was not at that meeting, I will not post the minutes until a few board members had done a review and comment.

FINANCIAL REPORT:
As of the last day of December

  • Bank Balance 4,842.66
  • Paypal Balance 1,114.84
  • Other   259.95 (Woodforest)
  • TOTAL 6,217.45
  • Dec Income 3,698
  • Dec Expenses 6,069
  • Difference (2,133)

Things have gotten tricky now that some income arrives via BSD and some via NB.

FUNDRAISING
The 12/30 email blast inviting action on the Fiscal Cliff seems to have impacted donations:

  • 9,102 emails were sent to Congress via our BSD web tool, which was also promoted on FB, Twitter, and NB website
  • 3.1% of 79,679 recipients clicked on a link in the email including:
    • 2,243 clicks on the BSD web tool
    • 45 clicks on BSD donation page

And, $615 in donations so far today in response to our “Become a member to vote in our election” email blast as of 4:08 pm ET!

OVERVIEW OF STRATEGIC AND OPERATIONAL DESIGN PROPOSAL
Michael led us through a guided tour of the organizational structure modifications he and his team (Ezekiel Chang and Dan Aronson) have developed. A year of experience with our current design led him, as the new Director liaison for the Strategy and Organizational Design Work Group, to make this proposal. We will visit this again next meeting.

UPDATE ON BOARD ELECTION
Ballots will be sent out later this week. We had an extensive conversation about a perceived conflict of interest for one of the candidates: he owns a social media business that we use for group conversations and video meetings. Jeanene posted the appropriate section of the Bylaws for our perusal. At initial blush it looks like things are OK because there are no financial arrangements involved.

Jeanene presented a motion from the Board Development Work Group intended to confirm the changes that have been executed by the Board that impact its membership or structure.

Summary Motion for Board of Directors Structure 12/31/2012
WHEREAS

  • Each officer shall hold office for the term for which he or she is elected or appointed and until his or her successor has been elected or appointed and qualified. Any officer may be removed by the two-thirds vote of the Board of Directors whenever in its judgment the best interests of the Organization will be served thereby. The election or appointment of an officer shall not of itself create contract rights; and
  • Eric Whinery has been working as Treasurer in partnership with Secretary Jeanene Louden in anticipation of transferring responsibilities to her at this time.


IT IS RESOLVED that:

  • Eric Whinery is removed with gratitude as Treasurer; and
  • Jeanene Louden is assuming the position of Treasurer for 2013, vacating the position of Secretary; and
  • the position of Secretary will be open for election for the term 2013-14; and
  • These changes are illustrated in the Table below: Terms of Directors, 2013; and
  • These changes amend “Section 3. Term. (a) The First Board” in the Bylaws as follows:

Section 3. Term. (a) The first Board of Directors of the Organization shall consist of those persons named in the Articles of Incorporation or other persons who have been duly appointed as directors under the preceding Bylaws to fill any vacancy. Thereafter, the members shall elect directors as provided in section 4 of this Article IV, each director to hold office for a term of two years, beginning on January 1 of the calendar year, or until his or her successor has been duly elected and qualified; provided that, of the directors elected in calendar year 2011 for the term beginning in January 2012, the President/Director, Secretary/Director Treasurer/Director, and three additional directors so designated shall each serve a term of two years; and the Treasurer/Director, Secretary/Director and the remaining three directors shall each serve a term of one year, or until his or her successor has been duly elected and qualified.

Terms of Directors, 2013

POSITION TERM WORK GROUP NAME COMMENTS
President 2013 Editorial Board Eric Byler next term: 2014-15
Secretary 2013-14 Board   Development Candidate: John Cashon
Treasurer 2013 Legal and Accounting Jeanene Louden next term: 2014-15
Position 4 2013-14 Internet Infrastructure Candidate: Justin Brown
Position 5 2013-14 Pathways to Participation Candidate:  DeLann Williams
Position 6 2013-14 Campaigns & Actions Candidates:
Dan Aronson and Egberto Willies
Position 7 2013 Membership, Development & Fundraising Cameron Kruger next term: 2014-15
At Large 8 2013 Jose Gutierrez next term: 2014-2015
At Large 9 2013 Strategy & Org Design Michael Charney next term: 2014-15

The motion was made by Jeanene, seconded by Egberto and passed: 7 yes, 0 no, 0 abstain, and 2 not present (Eric W and Jose).

CITIZENS UNITED ANNIVERSARY ACTIONS
Frank outlined his proposal for the 3rd Anniversary of the Citizens United Decision. He will provide specifics between meetings. We will decide on this action at the next meeting.

Public Citizen is spearheading the Money Out/Voters In Day of Action. EricB is contact for this effort. Eric gave an update on our SPEAK OUT Campaign to assist members and followers in contacting their state and federal elected officials about the need to reverse the Citizens United Decision.

DEVELOPMENT
Cameron led a Development discussion focusing on issues of:

  • cross branding both For Profit and Nonprofit Entities.
  • needing approval to contact prospects, and draw up a proposal for presentation to The Civilized Partner Prospects. Need organizational support from Volunteers and Board.
  • Fundraising Cookie Cutter Process Analysis from the previous BSD Emailer.
  • Voter File Demo – Election Center Nationbuilder description

ANNABEL PARK/COFFEE PARTY COLLABORATION We discussed the exciting collaboration between Coffee Party and EricB and Annabel Park’s Story of America project. It is great to have Annabel back as an active contributor to our efforts.

SCHEDULE NEXT MEETING AND ADJOURN
The next meeting will be held December 19, 2012 at 5pm Pacific (8pm Eastern). We all took 30 seconds to check out, and all mics were opened so we could say Aloha to one another.

Respectfully Submitted:
Jeanene Louden
Secretary of the Board of Directors

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