Board Meeting Minutes Coffee Party USA

INCITE CIVILITY AND REASON

Month: May, 2014

April 29, 2014

by JKL

Participants checked in.

  • P – Eric Byler, President
  • P – Egberto Willies, Vice President
  • P – Jeanene Louden, Treasurer and Managing Director
  • P – Vince Lamb, Secretary
  • P – Dan Aronson, Channel Partnerships
  • P – Cameron Michaels (Kruger), Development and Fundraising
  • P – Debilyn Molineaux, Volunteer & Membership Services
  • A – Justin Brown, Internet Infrastructure

Agenda

  • Financial Report
  • Minutes
  • Conflict of Interest Policy review
  • Conflict of Interest – Cameron
  • Actions, TPP & BACP
  • Conflict of Interest – Egberto
  • Elect new Vice President
  • No Confidence vote for Eric Byler

Financial Report

Date 4/29/2014
PayPal Balance 46.76
US Bank Balance 2,420.11
PayPal trans USB 550.00
Total 3,016.87
A/P 0.00
Debt 10,300.00
Credit Card Bal 0.00
Reserve Acct Bal 0.00

New board member Debilyn Molineaux is now acting as membership coordinator to notify members of their annual renewals.  This should prevent a lot of people quitting over being surprised by their renewals.

Motion to clarify our conflict of interest policy delayed until Eric arrives.

Minutes

Debilyn reported that Eric has sent in minutes for five meetings in a batch.  Jeanene recommended that the minutes be posted on Big Marker as individual posts to be approved online.  Debilyn so moved and Egberto seconded.  The motion passed 6-0 with Eric abstaining as he came in late.

Eric then moved that responsibility for changing the minutes be transferred to Vince now that there is a sitting Secretary.

MOTION: The minutes as drafted by Eric Byler will be placed into the care of newly appointed Secretary Vince Lamb, any and all changes will be put forward in the form of a request that must be submitted in writing to Vince Lamb.  Changes may be requested during a period beginning now and ending at midnight one week from tonight.  Changes that are intended to improve the accuracy of the minutes are in order.  Moved by Eric, seconded by Vince, motion failed 2 yes, 5 no.

Conflict of Interest Policy

Motion:  to clarify the conflict of interest policy submitted by Eric. Moved by Eric, seconded by Egberto for the purpose of discussion.

Motion: table the motion until next meeting.  Moved by Debilyn and seconded by Dan.  Motion to table Eric’s motion passed 5 yes, 0  no, 2  abstentions: Eric and Egberto.

Debate on original motion suspended, but motion remained on the table.

Conflict of Interest – Cameron

MOTION via BigMarker: Jeanene moves we accept Cameron’s COI as not significant, and remove any caveat, implied or specified, that our sponsor give anything other than what he now gives as a monthly donor.

The discussion with CPUSA’s lawyer yesterday was referenced. He identified two tests: is there financial gain of an individual on the board, and did the prospect of financial gain influence the board’s decision.

It is Jeanene’s opinion based on the lawyer’s comments and research she has done that this conflict of interest, while it exists, is not significant. In addition, Mr. Kruger, Cameron’s father, does not need to donate anything to Coffee Party beyond his current monthly contribution. Someone had to sponsor us. Who sponsored us was not a determining factor in our assessment that this was a good fundraising opportunity for us. Cameron did not sponsor us himself to avoid directly benefiting from CP involvement and to avoid the appearance of conflict of interest as we understood it at the time.  A discussion continued after Cameron left the meeting.

Motion: that we accept Cameron’s COI as not materially significant, and remove any caveat, implied or specified, that our sponsor give anything other than what he now gives as a monthly donor. Moved by Jeanene, seconded by Debilyn, passed: 4 Yes, 1 no (Eric), 1 abstain (Vince), 1 not present:  Cameron (left meeting for discussion and vote, then returned).L

Viridian Cares Reaffimation

Eric asked to reaffirm the vote to approve the Viridian project  based on his new interpretation of the Bylaws and the lawyer’s advice from yesterday: we should first rule on the COI question then on conducting the project. The board discussed the need for the vote.  Eric was asked point-blank if the purpose of this vote was to change his vote. He said no. Egberto asked to be put in the record that all of the members on the board at the time of the earlier vote were in favor of the Viridian Cares project.

MOTION:  that we reaffirm the decision to pursue the Viridian Cares fundraising program.  Motion was made by Cameron, seconded by Vince and passed 6 yes, 1 no (Eric’s changed vote).

TPP Action – Dan

TPP Action report – Dan reminded us of our vote against the Trans Pacific Partnership (TPP).  He reported on the openmedia.org site and its advantages. He recommended that the rest of the board members look at the site in preparation for a possible motion to be brought before the next board meeting.

Big Apple Coffee Party – Eric

“Don’t Do Koch.”  This is a project of the Big Apple Coffee Party.  They have asked us to review and comment on their materials in NationBuilder. Some expressed concern that the logo being used looks too much like the Coke logo.  BACP was not concerned.  A discussion ensued about how much liability CPUSA would be exposed to because of the BACP’s action.  Dan recommended a standard waiver.  Eric said he’d get a legal opinion on the matter of the logo and color.

Development – Cameron

Viridian Cares: Waiting on the OK on the wording of our project materials from Viridian Cares legal and compliance department.  Next steps are to test our project to 150 supporters and members first and do our due diligence:  take surveys and beta test our process and market in order to understand what our organization really thinks of this project, what they want and need from it, and what else if anything they would add to it.

Conflict of Interest – Egberto

Eric brought up the question of Egberto’s possible failure to disclose in his conflict of interest of  using the CP Facebook page to promote his website. The president conducted a show of hands: 3 for moving the topic to next week, 3 for never hearing about again, 1 abstention.  No one voted to hear the question today.  The motion to discuss the matter next week failed.

Vice President position

Egberto announced that he’s resigning as Vice President of the CPUSA BOD.  (This is an appointed position.) He will be staying on the board in his other position (Campaigns and Actions).

Motion: Debilyn was nominated for Vice President.  Moved by Dan, seconded by Vince and passed unanimously (7-0).

No Confidence – Eric

There was a motion of no confidence for Eric as president shared between meetings. The vote requires a 2/3 majority.

Motion: to remove Eric as president. The motion was made by Egberto, seconded by Eric, and passed 6 yes,1 no (Vince). Eric was removed as an officer (President), but is still a board member.

Having been named Vice President, Debilyn is now Acting President.  Debilyn thanked Eric for all he has done for the Coffee Party for the past four years.  Asked if he would continue on the board, Eric promised he would make a decision on about continuing or resigning by the end of the week.

Debilyn led check outs.

The next meeting was set for Tuesday, May 13, 7 PM EDT.

Meeting adjourned at 9:00 PM EDT.

Vince Lamb
Secretary

April 21, 2014

by JKL

Meeting called to order at 10:07 PM EDT, Monday April 21, 2014.

Participants checked in.

  • P – Eric Byler, President
  • P – Jeanene Louden, Treasurer and Managing Director
  • P – Dan Aronson, Channel Partnerships
  • P – Cameron Michaels (Kruger), Development and Fundraising
  • P – Justin Brown, Internet Infrastructure
  • P – Debilyn Molineaux, Volunteer & Membership Services
  • P- Vince Lamb, Secretary
  • A- Egberto Willies, Vice President

Jeanene was presiding.
Debilyn ran the Maestro Board.

AGENDA

  • Vote of confidence – Eric Byler as BOD president.
  • Vote of confidence -Annabel Park as a Content creator.

Vote of confidence about Eric as BOD president was delayed to another meeting.

Vote of Confidence – Annabel Park as a Content Creator

 

  • The Event

 

A text message that was initiated as a meeting reminder, and included Coffee Party Board members and non-Coffee Party attendees, was inappropriately used by Annabel Park. For two hours she used Eric Byler’s phone, never revealing her identity, to conduct a combative conversation about our fundraising initiative. The ruse ended when Eric texted that he had just discovered that Annabel was using his phone.

 

  • The Discussion Included

 

  • Steps taken to date by Eric to separate Annabel from access
  • Why Annabel might behave in such an inappropriate manner
  • Other acts of malice in the past
  • Threat of “war” from Annabel if we proceed
  • COI – re Story of America posting and tweeting
  • Appropriate role of the Founders
  • A separation plan
  • Preservation of the dignity of all involved
  • Meeting with Annabel to resolve this issue.

 

  • The Decision

MOTION: That we proceed with the separation plan, that we review the document about the founders, and that we request a meeting with Annabel.

Motion PASSED: 6 yes, 0 no, 1 abstain (Eric, with support) and 1 not present (Egberto)

Adjourn

  • It was recommended that any discussion until the next meeting be held on BigMarker for the sake of transparency.
  • Vince Lamb led checkout.
  • The next meeting was set for Tuesday, April 29, 7:00 PM EDT.
  • Meeting adjourned at 11:30 PM EDT.

Vince Lamb
Secretary

 

April 15, 2014

by JKL

Meeting was canceled due to lack of quorum.

April 1, 2014

by JKL

Meeting was started at 7:07 p.m. ET

 

  • P- Eric Byler, President (absent for mid-60 minutes of the call)
  • P- Egberto Willies, Vice President
  • P- Jeanene Louden, Treasurer and Managing Director
  • P- Dan Aronson, Channel Partnerships
  • P- Cameron Michaels (Kruger), Development and Fundraising
  • A- Justin Brown, Internet Infrastructure
  • P- Debilyn Molineaux, Volunteers
  • A – Vince Lamb, Secretary

Eric started the meeting and Jeanene took over about 20 min into the call

Jeanene and Cameron ran the board

Board members conducted personal check-ins for about 30 seconds each.

Agenda:

  • Minutes
  • Financial Report
  • Development Report
  • Tech Team Report
  • Proposal – Coffee Party Movie Night

Minutes – Eric Byler

  • He is slowly making progress, starting with most recent and working backwards.  Nothing available to review yet.
  • Handing over to Vince Lamb during next two weeks.

Financial Report – Jeanene

    • All bills are current, including $500 payment to debt service and about $3000 left in the bank.
    • Auto-renewals are happening, some people are canceling their auto-renewal, but not asking for their money back.
      • Don’t know what this means, need to inquire.
    • Ideas are welcome for any new expenses that would be helpful, like ScoopIt premium.

 

  • AR:  Bring Scoop.it back to premium, call and see if we can get a special deal and save money.  Eric to call and inquire about a deal.

 

  • Working on a new budget to propose in the near future.

Development and Fundraising Report  – Cameron

  • Earth Day calendar in draft mode
  • Allows for input of local events / activity calendar
  • Potential that people who participate in Earth Day events be a good audience for Viridian Cares
  • Create a Coffee Party video intro to put in front of the Residual Fundraising Program video
    • Concerns that the videos are too long
  • Coffee Party is focused on encouraging customers, not gathering associates.
    • Focus on voting with your budget, using green energy and bonus of supporting Coffee Party
    • Anyone who chooses to become an associate would be mentored by Coffee Party upline, not board members.
      • This would be an opt-in program, only.  Coffee Party would not solicit for associates
  • Viridian Cares legal and compliance department must approve any email blast we send out to our supporters
    • sample email copy was reviewed, still needs approval
    • “nonprofit capitalism” language may be a barrier
    • Four directors volunteered to assist with email blast campaign, different copy samples
    • Copy must be matched to each state, since all states have their own regulations
      • email lists have been created by state in preparation for a campaign after the initial test.
  • Review of timeline for Viridian Cares launch
    • push for test prior to launch, using different messages to small groups of people each and development of a schedule
  • Encourage board members to attend Friday planning call
  • Caution about setting expectations too high

TECH TEAM REPORT

  • Jeanene is scheduling a new tech team call for Justin
  • Tentative schedule Tuesday, April 8, 8:30pm Eastern
  • Egberto recommends that we host recordings for these meetings on something other than BlogTalk.  Maybe SoundCloud. Maybe YouTube (not our main channel)

AR:  research alternate technology and set up a new account – Dan

MEETING SCHEDULE – Jeanene

  • It was determined that the current day/time worked for most members and we would check with Vince Lamb for his schedule.

[Eric left the meeting]

PROPOSAL – Coffee Party Movie Night – Debilyn

This American Journey

  • Provide members and local organizers an event
    • includes interview with filmmakers
    • promo piece already created for Coffee Party
  • Working with distributor for pricing, likely $15 per DVD
    • lower price for 500+
  • Include membership with a movie purchase ($30)
  • DVDs and streaming available
  • Recruiting volunteers to assist with execution
  • Could be a regular feature, including Story of America along with other films

MOTION:  Accept Coffee Party Movie Night proposal

Motion was made by Egberto, seconded by Jeanene and passed unanimously.

Board members checked out.

Meeting adjourned at 8:52 p.m. ET

Respectfully Submitted:
The Minutes Team

 

March 18, 2014

by JKL

Meeting called to order at 7:07 PM EDT

  • P- Eric Byler, President
  • P- Egberto Willies, Vice President
  • P- Jeanene Louden, Treasurer and Managing Director
  • A- Dan Aronson, Channel Partnerships
  • P- Cameron Michaels (Kruger), Development and Fundraising
  • A- Justin Brown, Internet Infrastructure

Eric  presided over the meeting

Check-Ins were conducted with short personal updates by board members.

Agenda

  • Minutes
  • Financial Report – Jeanene
  • Board Vacancies
  • Development – Cameron
  • Campaigns and Actions
  • Website Overhaul
  • Newsroom
  • Volunteer recruitment

Minutes – Eric

Eric will have them ready by next meeting

Discussion about a Newsroom post that was deleted.

  • by one of newest volunteers
  • very incendiary

Financial Report – Jeanene

  • Better shape than before $2500 flush
Date 3/18/2014
PayPal Balance $439.04
US Bank Balance $3100.45
PayPal – USB 0.00
Total 3,539.49
A/P est. 710.00
Debt 10,800.00
Credit Card Bal Due EOM 53.90
Reserve Acct Bal 0.00
  • Still daily upheaval over automatic renewal
    • 4 fraud reports to PayPal
    • 12 people wanting money back
    • 81 PayPal transactions so better than 10% are upset
    • sending out personal emails to everyone
    • also will be sending out reminders for future auto renewals
    • should we send an email blast to all members to let them know we are on top of it.
    • Board discussed email blast, including if it will reach all members, whether it’s fraud, as long as we resolve, PayPal is happy, concerned about Jeanene’s work load, the fact that members did sign up for auto renewal, whether a blast will prompt more cancellations, alternatives to a blast.
      • give them a reason to renew
        • recent accomplishments
        • earth day announcement
      • Board agreed to use reason to renew for email blast
      • Discussion continued on other membership incentives including Restaurant.com coupon. Board agreed
  • Board continued discussion on Financial Report specifically cash flow protectors, paying down debt, board responsibility to make sure fiscally sound, savings account (not yet possible), fixed A/P, upcoming expenses such if board retreat is doable or should be cost of directors.

Board Vacancies – Eric

  • Eric introduced a document on Terms for BOD.  Jeanene, Cameron, Eric and Dan will be running
  • Two appointed that will not be up for election until next year.
  • The board discussed how this will be a whole change of the board and concerns that turnover is greatly impacting this, that terms for appointments need to be filled til 2015.
  • Also discussed:
    • why not do in thirds
    • risk of loss of institutional knowledge
    • The VP should be in cue to be next president
    • one appointed would be running in 1 month if we don’t change something
    • Make changes to by laws so we can bring folks on for 2 year term due to extenuating circumstances.
    • Need to stabilize the group and how to stabilize the board.
    • Discussion continued on how best to stabilize the directors and what are the best changes to make to the bylaws to make that happen, how to remain accountable to members, avoid a continuing state of transition.
    • What are our short-term needs and long-term needs and is 9 enough if we are a working board?
      • robust support team vs larger working board
    • Bring at least two appointees in first and then look at stabilizing the directors and changing the bylaws

Motion  –  Onboard two people to fill the vacant slots that will last until 2015.

  • The board asked for clarification on who they would be bringing on.   The board agreed the motion included listing the two people as Debilyn Molineaux and Vince Lamb.

Motion was made by Egberto, seconded by Cameron,  and passed unanimously.

Eric returned to discussion on number of directors, bylaws changes, rotating positions, and having some quasi-permanent positions.  Will revisit in two weeks.

Development – Cameron

  • Cameron asked we look at Jeffrey Sobel (Discovery Time Foundation)
    • experienced at growing non profits
  • Timeline is set to release on Earth Day.
    • will tie in to Viridian Cares Green Energy
    • great PR campaign
    • need to get email blast wording set
  • Email blast
    • Jeanene, Eric and Cameron have been working on wording
      • utilize incite civility and reason
      • purchase with purpose
      • people powered consumer choices
      • nonprofit capitalism
    • Cameron asked for discussion on the email content so it can be sent to Viridian Cares for compliance review (we cannot make statements Viridian Cares cannot support).
    • The board opened discussion including length of email, review by legal at Viridian Cares for  text and image,
    • Cameron presented the Plan of Action
      • Board discussed
        • how the web site will work, what is needed on our site to link to Viridian Cares, due dates for actions, board assignments (who does what), content of landing page, technical aspects of working with two sites and coordinating Viridian Cares and Egberto’s work on websites, expectations of growth,
        • Setting up the storyboard and videos,  text of our video and how it ties into CP’s mission.  Needs to be done this week.
      • Board continued discussion on how to present how it helps Coffee Party, how the CP profits, where the money comes from, etc. and which Viridian Cares Video to use.
      • Eric asked if we should focus just on changing energy or also on the opportunities.  The board agreed to focus only on the video about switching energy and helping the environment, rather than on the video explaining the business opportunity side.

Campaigns and Actions – Egberto

  • Shared link to Move to Amend to show what they are doing with affiliates
    • Used Salsa to put out blasts.
    • The board discussed:
      • the NB eblast tools
      • using our website as a tool to organize
      • getting Viridian Cares’s project first and put our resources to that, then look at this.
      • help us get back to Money in Politics
  • Egberto will work on the website Front Page

Newsroom – Eric

  • Going well, will be talking about deleting post
  • Egberto asked if in the future, it could be hidden instead of deleting.
  • Eric agreed we should have a protocol.

Volunteer Recruitment – Eric

  • Looking at who signs up on NB and inviting them to Newsroom.
  • Debilyn will be taking over volunteer recruitment.

Meeting adjourned at 8:57 pm EDT with brief personal check-outs.

Respectfully Submitted:
The Minutes Team

March 4, 2014

by JKL

Meeting called to order at 7:10 PM EDT

  • P – Eric Byler, President
  • P – Egberto Willies, Vice President
  • P – Jeanene Louden, Treasurer and Managing Director (missed ending)
  • P – Dan Aronson, Channel Partnerships
  • P – Cameron Michaels (Kruger), Development and Fundraising
  • A – Justin Brown, Internet Infrastructure

Eric  presided over the meeting
Jeanene ran the Maestro Board

Checkins were conducted with short personal updates by board members.

Agenda

  • Minutes
  • Financial Report – Jeanene
  • Development
  • Events Fundraising

Minutes – Jeanene

  • The board should divide up the minutes
  • Should we move forward with Vince?

Financial Report – Jeanene

Date 3/4/2014
PayPal Balance 150.75
US Bank Balance 1,475.23
PayPal – USB in transit 1,600.00
Total 3,225.98
Accounts Payable 500.00
Debt 10,800.00
Credit Card Bal 0.00

 

  • Made over $4000 last month.
  • We were able to make loan payments (for Enough is Enough)
  • We received a record number of cancellations and complaints to PayPal
    • problem due to switch from Blue State to NationBuilder
    • people were automatically renewed memberships without notice and surprised people. 15 people were upset and that’s a lot.
    • Debilyn and Jeanene sending out emails to explain and offer money back if it was in error.
    • So some of this money may be returned
  • The board discussed the error issue including how to alert people, auto renew concerns, the PayPal complaint, membership management, personal contacts and assigning one new director as Membership Manager.
  • Now we can move on to create a budget!
    • Ledger still needs to be simplified
    • Data merged from all bank accounts – project complete

Board Development – Eric

  • The board discussed bringing on additional Directors including Vince and Debilyn and others.  Eric requested that candidates identified, vetted and brought on vetted within two weeks. Additional discussion on  candidates will be discussed on Big Marker.

Development – Cameron

  • Viridian Cares call was delayed due to scheduling conflicts
  • Cameron introduced a discussion on allowing partisanship on our pages and  Coffee Party Opinion Blog.  Partisanship can bring in traffic and higher engagement. Concerns included first impressions (blog is on front of website), moving blog, and sharing on FB page.
  • Newsletter is essential.
  • Fundraising should be monthly.  Will build momentum.  Will balance our renewals over the year.
    • monthly push based on specific themes.
    • coordinate content across our social media.
    • Board discussed idea including creating platform for activity, social media, dialogue to coordinate with fundraising, designing asks without bleeds to other sites, importance of newsletter, the need for volunteers to help with this, need for director for membership.
      • Fundraising and membership are not the same.
      • Need a membership coordinator
      • implementation important  and needs to balance with reality and access to manpower (volunteers)
      • bringing in Newsroom to help for newsletter and radio
        • need monthly fundraising themes that match with current events or monthly holidays.
  • Educational Marketing
    • We need to brand this as being experts
    • Educate people on HOW to engage in a transpartisan way
    • Then ask for donations
  • Viridian Cares
    • Execution date is March 15 or later
    • We need media from CP on top of Viridian Cares Marketing
    • We need good strategic plan  with 30/60/90 day goals.

The board discussed fundraising more including having an action attached to fundraising, today’s politic and  the need for people to know we are doing something, timelines, Viridian Cares Field Days, 435 program (Josh Silver), resources,volunteer management and structure for onboarding,

  • Needs action for selling zazzle and cafe  products and  team building.
  • The board discussed the development of the Viridian Cares messaging and execution through email blasts about Viridian Cares and Relationship and develop it with Viridian Cares approval.  It needs to be clear on all points, including the financial arrangements.  We also need to make sure website links, etc. are ready.
  • The board decided it would be done by the end of the month.
  • Cameron took a few moments to clarify Eric’s misconceptions about Viridian Cares and how the benefit is completely for the Coffee Party.

Messaging and Branding – Eric

  • Eric introduced a document drafted by the Newsroom team has drafted a document listing basic guidelines regarding our brand.
  • Held up bringing on new people.

Motion: Eric moved to endorse The Social Media Guidelines, they can be amended, not set in stone, but moves that we endorse these guidelines and then he can start training people.

  • Dan seconded for the purpose of discussion.
  • There were concerns about specifics of the document including guidelines on personalized blogs, rank in google links and how it conflicts with earlier discussion on Transpartisanship vs partisanship, limits on number of postings.
  • Eric and Jeanene went  through the document point by point.
    • bottleneck for everything we want to do
    • need to show sense of common goals and commitment to founding ideals of CP
    • appropriate uses of FB page, Campaigns and Actions, Content for webpages
    • mission statement and core values
    • language used and changing headlines, choice of articles, use of sources for articles, use of curators
    • how to address pet issues
    • Board discussed each paragraph including
      • how Viridian Cares and other fundraising plays a part, how best to do fundraising using social media, hot buttons for Viridian Cares, changing the title of the document, purpose of document (for newsroom team),
      • how to bring fundraising from FB, twitter etc  through NB to track  fundraisers for other groups
      • clarification of the term fact based, code words, education, false narratives
      • how closely will these guidelines be followed or if they are flexible, and whether or not that’s the right way to proceed.
      • how many sources are required
      • how to build trust for our newsroom
      • rules for deleting posts
      • page consistency, more link backs to Coffee Party
      • Egberto and Cameron expressed concerns that his website was the genesis for some of these issues and points and feels that Eric’s personal feelings are driving this discussion.
      • how do we drive additional interest in the Coffee Party?
      • How do we stay inclusive, encourage free speech and avoid censorship?
      • Cameron expressed concern about putting limitations on speech and there are ways to give them a place to have speech even if it’s partisan.

[Jeanene dropped off the call]

Amendment to the motion:Table the paragraph limiting posts for further discussion and vote on the rest of the document.

  • Eric agreed and insisted on a vote specifically on the Amendment only.

Motion was made by Dan Aronson, seconded by Cameron and passed: 3 yes, 1 no, 0 abstain, 2 not present (Jeanene and Justin)

  • Eric offered to make changes to the document based on board discussion and present to Newsroom.
  • The board clarified that any changes need to be voted on first before presentation to the newsroom. Eric agreed.

Motion as amended passed unanimously. (Jeanene and Justin not present)

Meeting adjourned at 9:46 pm EDT without checkouts.

Respectfully Submitted
The Minutes Team

 

February 18, 2014

by JKL

The meeting was scheduled for 7PM, was called to order at 7:29 PM EDT

  • P – Eric Byler, President
  • P – Egberto Willies, Vice President
  • P – Jeanene Louden, Treasurer and Managing Director
  • P – Dan Aronson, Channel Partnerships
  • P – Cameron Kruger, Development and Fundraising
  • P – Justin Brown, Internet Infrastructure

Jeanene presided over the meeting though Eric was present.

Check ins were conducted with short personal updates by board members.

Agenda

  • Minutes
  • Financial Report
  • Role of Board of Directors (spontaneous discussion)
  • Volunteering
  • Development and fundraising

Minutes – there are no minutes because there is no Secretary.

Financial Report – Jeanene

She reported that the check she is about to write for Directors and Officers insurance will be the first rubber check she has ever written. We can cover it only because of the credit card and line of credit she secured for Coffee Party recently.

Eric was concerned that if we did not have enough money to pay for Directors and Officers insurance next year, we could not afford to have a board. That we should just give the FB page back to Annabel and call it good.

After the last meeting Jeanene shared a statement on Big Marker apologizing for having mistaken her role on the board as one in support of the Founders instead of in support of the Coffee Party where we are all equals.  She restated her commitment and asked the rest of the Board if we were ready to step over the line in the sand and reinvent ourselves as a working board rather than a support board.

Role of the Board of Directors – spontaneous discussion.

The board discussed the suggestion to give up and give “it” back to Annabel:

  • we are an organization, not a Facebook page
  • to recommit is preferable to quitting
  • if this is just Annabel and Eric’s organization we are not doing our job
  • everybody brings value
  • our time has been wasted if we are just placeholders
  • Eric apologized for the “dissolve the board” comment
  • Annabel did not request the page
  • Sorrow for Annabel’s lack of interest in supporting us over the last two and a half years was expressed
  • We can do better than we are doing, but we have to work together, even if it has to be without Annabel
  • We lost focus waiting for her to come back – we were adrift
  • We need to step back, turn down the rhetoric and stop being taken down rabbit trails
  • Our challenges began when the follow-up to the Enough is Enough did not happen
  • Now we need to move on

Egberto Willies introduced several actions that could be started:

  • Website overhaul.
    • Egberto volunteered to work on the website with Board approval.
    • Clarify Facebook pages with regard to openness and expression with a goal to increase likes.
    • The board was asked to review Egberto’s suggestion document including the need.
    • Discussion continued including the need for financial and volunteer support.

Egberto reintroduced his Document for Website and Social Media (called Suggestions)

  • almost ready for action, won’t take much to make it work
  • start weekly thing quickly
  • with regard to the Newsroom and blogs, we are not using them effectively.
  • The board will review the document  before Newsroom meeting.

Cameron Kruger  introduced a  discussion on corporate organizational structure so that volunteers can be sent to the right places.

  • Need to figure out where we need volunteers before we bring them on.  Need a wire framed structure
  • The board discussed this proposal including needs. Cameron recommended getting the structure in place first so we have the volunteers.
  • Conversation moved away without action

Eric Byler offered some ideas for actions for the future including the Don’t do Koch Campaign and the board discussed it including:

  • He is helping BACP is build a website and creating events
  • This project can go national
  • He recommends launching the event tool for Don’t Do Koch and other campaigns.
    • Volunteer needs
      • events coordinator
      • website help
      • district coordinators
    • make sure rules are clear re branding
    • clarify relationship between BACP and CP – cross promotion?
    • this could support our clearinghouse for events and collaboration idea
      • encourage groups to post event
      • help others to create events
    • link through NB networking
    • support other organizations, local and national
    • cost of the web addition to our NationBuilder platform is $9/month and being picked up by BACP
    • implementation plan will be shared
  • updating our overall website should be a part of this effort
  • Actions required:
    • Eric to proceed with Big Apple Coffee Party project
    • All to review and comment document re: website before Newsroom meeting tomorrow
    • All to read Cameron’s Viridian Cares fundraising document re: structure by Friday
  • The board agreed to these actions without formal motion

The rest of the agenda was suspended.

Meeting adjourned with Checkouts at 9:06 PM EDT.

Respectfully submitted:
The Minutes Team

 

February 4, 2014

by JKL

Present:

P – Eric Byler,

P – Jeanene Louden (left the Call at 8:25 EST)

P – Dan Aronson

P – Egberto Willies

P – Cameron Kruger

L – Justin Brown (joined at 7:46pm EST, left at 9:00 pm EST)

 

Agenda items:

  • Announcement
  • Minutes
  • Financial Report
  • Secretary
  • Branding
  • COI
  • Scheduling new board of directors (postponed)

The meeting was called to order at 7:10 p.m. EST

Eric presided over the meeting.

Eric ran the Maestro board.

Check-ins were conducted with short personal updates by board members.

Announcements:

First CP Newsroom call is scheduled for February 5.

Minutes – Eric

  • Minutes are not available due to the lack of a Secretary.
  • He volunteered to go back and get minutes caught up, a paragraph for each meeting.
  • Because a paragraph would be a meeting summary, rather than minutes, the focus should be on motions and action taken.

Financial Report: Jeanene

  • Our A/P is greater than our money in the bank
  • This is in part due to the annual Directors and Officers insurance premium.
  • We will have to use the line of credit or credit card, depending on which costs less.
  • Fundraising was discussed.
    • Annabel’s birthday letter to our list was not strong and resulted in $275 one-time donations and $75 in monthly sustainers.
      • Total this month is $350
      • Total if sustainers last one year would be $1075.)
  • All the bills have been moved to the credit card to avoid cash flow challenges
  • Credit card is paid off monthly to avoid interest charges
  • Commitment to continue traditional fundraising was voiced
  • No action was taken
    • noted the need for volunteers

Social Media Help

  • No work has been completed
  • CP has received a $12K proposal from .
  • $500 paid to them was covered by a contribution from Cameron.
  • The Proposal triggered a concern about possible conflict of interest.
  • The question about whether to continue with this vendor was discussed.
  • No consensus or agreement was reached.

Secretary Position – Jeanene

The phone call / interview with the candidate went well.  He indicated his willingness to serve as Secretary.

Branding

  • Concerns expressed at previous meetings about staying true to our brand appear to have improved our posting
  • We discussed comparisons were made between Facebook groups including the difference between groups and pages, as defined with Facebook.
  • It was generally agreed that more moderation on our posts is needed.
  • Most of the incivility in the comment threads is from non-members.
  • The initial topic was “what do we want to be?”
  • Are we sending mixed messages.
  • Are we a media outlet?  A group to practice our principles?
  • Discussion ensued about page uses and streams of thought.

(Jeanene exited the call at 8:25 pm ET)

Conflict of Interest

  • Per the decision last week, all board members completed the Conflict of Interest forms.
  • One is completed but had not been received.

President Eric Byler stated that when a conflict of interest is declared, no further action is needed. [this is not an accurate statement but is what was said]

Eric then stated his belief that Egberto Willies did have a conflict of interest, based on a belief that Egberto receives compensation for ads on his personal website, and CP sends traffic there.

Egberto rebutted that he did not have a contractual relationship with CP and his website traffic was the result of many websites including Daily Kos, Huffington Post and others.

Egberto further clarified all of his posts in all publications include link-backs to Coffee Party which increases visibility and reciprocity.

Eric noted that some people leaving CP are citing the website posts/ads as a reason.

Egberto rebutted that any losses were more than compensated for by new followers as a result of his other writing.  During this conversation,

Justin left the call and the quorum was lost.  No action was taken.

Scheduling of new board members was not addressed.

Call adjourned at 9:10 p.m. ET

Submitted by

The Minutes Team

January 26, 2014

by JKL

Coffee Party Board of Directors – Special meeting to discuss Conflict of Interest policy

Meeting called to order at 1:45 PM EDT

  • P – Eric Byler, President
  • P – Egberto Willies, Vice President
  • P – Jeanene Louden, Treasurer and Managing Director
  • P – Dan Aronson, Channel Partnerships
  • P – Cameron Kruger, Development and Fundraising
  • L – Justin Brown, Internet Infrastructure (joined 2nd half of call)

Jeanene conducted the meeting.

Conflict of Interest areas:

  • General
  • Viridian Cares
  • Social Media Platform

General

  • A great deal of time was spent discussing the Conflict of Interest (COI) process, our need to understand our roles as directors, that there is a learning curve the first time anything like this is done, and that we may not come to a decision today.
  • The relevant documents were introduced by link.
  • The Bylaws – Article 7 pertains to Conflict of Interest
  • COI Policy document (Provided by Lynda Park) this document either has not been adopted or was adopted prior to the elected board of directors
  • COI Questionnaire (Provided by Lynda Park from the Board Development Work Group) also a document forwarded by the Board Development Work Group
  • An annotated section of the bylaws that deal with COI, asking questions as to meaning of certain phrases

COI Questionnaire

  • This is an interpretation of the bylaws
  • The bylaws themselves are the definitive document
  • The Board Development Work Group prepared this questionnaire prior to there being an elected board

Annotated section of the bylaws

  • The document included bylaws text in black and clarifying questions in red
  • The Board discussed the document at length.
  • Conclusions:
  • If a COI is suspected, it must be disclosed
  • Disclosure is not an admission of Conflict of Interest
  • Once disclosed, there is a decision making process
    • information is collected
    • audit – information is reviewed
    • a ruling is made

Discussion:

  • “Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.”
    • what does “insubstantial” mean.
  • “A financial interest is not necessarily a conflict of interest.”
    • WHEN is a financial interest not a conflict of interest?
  • Can anyone request disclosure?
  • Who is the audit committee?
  • Who should be looking at this?
    • the entire board together
    • should we find a group of experts
  • We are setting the bar for ethics in the Board of Directors of the Coffee Party.
  • as a legal matter
    • meet the standards
  • set the bar higher?
    • we are allowed
    • is corruption about a “sniff test”
  • Is the Board of Directors the definitive “nose”
    • we will never have everybody like everything we do
    • we can aim for that
    • we must be the ultimate test

The President wanted to make it clear that when he called for a COI assessment, he was not saying that anybody on this call or on the Board or has ever served on the Board is corrupt, or doing anything inappropriate, that we are just reviewing our responsibilities, and we want to be above any reproach. If we set a super high standard, what we’re really saying is we’re trying to avoid any appearance of corruption. He was not accusing anybody of corruption.

  • We have two COI questions in front of us
    • Viridian Cares
    • Social Media Assets
  • Both give us an opportunity to grow into this job with real life examples

The process as we understand it at this point

  • A concern about conflict of COI is raised
  • The Board deliberates as a full Board
  • Deliberation continues without the person of interest
  • The vote excludes the person of interest
  • Policy is set with votes that exclude the person of interest
  • Policy is set in the best interest of Coffee Party

Social Media Assets

  • A Director has been accused of having a conflict of interest with regard to posts on our Facebook page

The Question

  • We have a platform where we have hundreds of thousands of people that come to a website every week
  • Posting on that platform could be an advantage
  • No different then when Eric talks about StoryofAmerica.org
  • No different than when Dan talks about PartyReCon
  • The baseline needs to be set
  • Is that automatically a Conflict of Interest?

Response

  • The person of interest does not believe he has a COI
  • There is no contractual relationship between Coffee Party and the blog site
  • The blog is posted to the Coffee Party Facebook page
  • Generally, posts that link to any site on the internet will generate traffic to that site
  • It is inappropriate to discuss the website as a part of a conflict of interest discussion
  • Any website click makes a few pennies for someone
  • The click is about the article
  • If we send traffic to a media outlet in which a Director owns stock, do you have a vested interest in linking there?
  • A blog link is not the same as:
    • to promote a book,
    • to use Coffee Party’s database
    • I have never done that
    • I am one of the few CP Content Creators that have not been allowed to promote my book, not even as a CP give-away
  • Person of Interest Summary:
    • The COI is personal and about editorial differences
    • This should not even be on the Board agenda

Questions

  • Is this about utilizing a specific platform for monetary gain without that platform gaining a benefit?
  • We have to look at the full situation.
  • Are we looking at the bureaucracy rather than looking at the mission?
  • if there’s a financial benefit for CP?
  • if there is a branding benefit fro CP?
  • if there is good, bad, or any traffic that brings hits to CP?
  • Promotional uses through Coffee Party
  • Egberto’s As I See It: Class Warfare – The Only Resort To Right Wing Doom
  • Eric’s Story of America
  • Michael Charney with Tea with the Mad Hatter
  • Dan’s Party ReCon

All media outlets will have a financial gain from clicks

Cameron made a statement, summarized here.

What is the perspective on promoting others from the point of our mission?  If it’s to get money out of politics and anything that gets done regardless of whether or not that means the person of interest gets a few extra dollars.  We should be asking if there’s a reciprocity from the website in question that promotes Coffee Party.

Conversation shifted to the Viridian Cares perspective

  • Cameron may make a financial gain,
  • Cameron’s father may make a financial gain
  • Coffee Party makes a financial gain
  • COI is muddled
  • We’re not doing this specifically for personal gain
  • It’s such a hard and crazy question for us to ask ourselves.

Why is there a COI question is in place where there is really not a lot of monetary gain? Our motive is to make CP more viable thing in the community in order to acknowledge the mission, to succeed in the mission.

The actual action that’s taken isn’t  personal profit but to bring benefit to Coffee Party so it alleviates the Conflict of Interest issue.

[Justin Brown joins the call and checks in.]

Linking Brand Promise and Conflict of Interest

Tension in the conversation revolved around postings by one board member on Facebook that are perceived to be in conflict with the Coffee Party’s promise of transpartisan, creating a safe space for dialogue and the desire of another board member to be seen as a credible journalist/documentarian while associated with Coffee Party.

Concern was also expressed about the perceived financial gain of advertising on the personal website that was directed from the Coffee Party Facebook page.  (Later disclosure revealed the financial gain to be about $7 per month and the person of interest donates $10/month.)

The conversation about brand promise included:

  • Not about what generates clicks
  • About language that creates a safe place and invites others to ask themselves questions
  • Past Director said he had the temptation to put more inflammatory stuff on the site, but also said we needed to fight that urge.
  • Several Directors on the call expressed that they had more concern about brand promise than COI

PRO: This is COI

  • some felt the question is not whether there is a financial interest
  • even though there’s a financial interest, it could still in the interest of the Coffee Party to send traffic to other websites.
  • If there is agreement
    • that there is a material financial interest
    • that the “kind of messaging” that promotes clicks can be a disservice to our brand
  • then there can be damage to our community, and to our brand promise.

CON: This is not COI

Another way to look at this success is to ask how rather than why.

  • Attended classes
  • Developed skills
    • social media
    • how to use the internet
    • how to attract an audience
  • Why not say “let’s work together”
  • Why not say “how did you accomplish that?”
  • Why say this is a conflict of interest?

Brand v COI Discussion

  • More concerned about the brand than about COI
  • Fact-based can be civil, not so civil, transpartisan, not so transpartisan.
  • One can be vehemently progressive and not be anti-conservative.
  • We’re experiencing a failure to act, both with regard to branding and with regard to COI.

What are our agreements?

  • Is there an absence of agreements?
  • The Civility Pledge is an agreement we can act upon
  • Other agreements are very informal and if challenged wouldn’t do well.
  • Never wrong to ask the question,
  • We may find that we’re not prepared to answer it,
  • We need to create the lens through which we  look in order to answer that question.

A conversation between Eric, Egberto, Dan and Jeanene outlined their perspectives about content, editing, censorship, the civility pledge and various interpretations of the brand promise.  There was also acknowledgement of the vision as outlined by Annabel which moved many of the board to participate in Coffee Party.

Return to the question of COI

  • from the COI document – one of questions is “What does “not  insubstantial” mean?”
    • Compensation includes direct and indirect remunerations as well as gifts or favors that are not insubstantial.
    • Our person of interest is donating $10 a month and making $7 a month, so COI may not be a conversation.
  • It is never wrong to disclose or ask the question and it is never wrong to answer it.
    • regardless of who the person is
    • regardless of whether the content is in keeping with our values or not
    • although I think that where we can see where the Coffee Party suffers from the COI in this case does have to do with values and brands but in any case,

We have to ask ourselves, is there a COI?

  • If yes, should we follow this procedure?
    • do we have a right?
    • do we have a responsibility?
    • do we have an obligation?
      • to create these kinds of arrangements in a way that protected interests of the Coffee Party –
        • its brand,
        • its members
        • its assets
  • we are not thinking of COI as corruption

The procedure

  • bring this question to the board
  • full disclosure of monetary gain
  • this is what’s going to happen
  • the board is in agreement with it anyway
  • the person of interest abstains from that vote
  • and the board approves of it,
  • then there cannot be a statement that there’s a conflict of interest. things need to be adhered to.

We need to determine a branding policy that would apply to anyone

  • Story of America
  • egbertowillies.com
  • any new person that we agree to bring in
  • guidelines in terms of protecting our brand
  • we’ve skirted around this for a long time because we didn’t want to have these kinds of conflicts, and now here we are.
  • If a new person says,  “no, you have no right” we’re going to say, “we have a policy that we deliberated and we set “

Discussion:

  • A disclosure be filled out by every single (board) member.
  • Equal treatment of all and that’s the right answer.
  • Disrespect has no place in a board room ever.

Pro:

  • The top of the disclosure form says that everybody who becomes a Director would have to do this.
  • The document is a good interpretation of the bylaws

Con:

  • The Bylaws do not require that everyone who joins the Coffee Party Board to fill out the form
  • The Bylaws say that it’s the responsibility of the Directors if they think they might have a conflict of interest that they should fill it out
  • The document that Lynda provided us is not the Bylaws

Motion:By the next board meeting, we will have all filled out this COI statement to the best of our ability informed by the lead in to this document that was prepared by the Board Development group.

Vote: Motion passed unanimously.

The meeting adjourned at 3:45 EDT with checkouts

Respectfully Submitted:
The Minutes Team

 

January 25, 2014

by JKL

The meeting was called to order at 11am Eastern / 8am Pacific.

  • P – Eric Byler, President
  • P – Egberto Willies, Vice President
  • P – Jeanene Louden, Treasurer
  • P – Dan Aronson
  • P – Cameron Kruger
  • P – Justin Brown
  • P – DeLann Williams

A special meeting was called to consider a motion to remove DeLann Williams from the Board of Directors per Bylaws Article IV, Section 6. The points of the motion were discussed with Del’s participation. Del was then excused from the call for further discussion and the vote. The motion passed unanimously (DeLann Williams not present).

Respectfully submitted:

The Minutes Team