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

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