January 8, 2014
The meeting was called to order a little after 8pm Eastern. A quorum was present.
- P – Eric Byler, President
- A – Egberto Willies, Vice President
- P – Jeanene Louden, Treasurer and Managing Director
- P – Dan Aronson, Channel Partnerships
- P – DeLann Williams, Pathways to Participation (left early)
- P – Cameron Michaels (Kruger), Development and Fundraising
- A – Justin Brown, Internet Infrastructure
Guest: Michael Fitzpatrick from Viridian Cares
Check-ins were conducted with short personal updates by board members.
- New Meeting Time
- Financial Report
- Appointing Directors to Fill Vacancies
- Gap Analysis
- Viridian Cares
- TPP Transparency Demand vote and next steps
Jeanene presided over the meeting.
Jeanene ran the Maestro board
Minutes – no minutes were available to approve due to lack of a Secretary
New Meeting Time
One of our board members is unable to make our standing meeting, so alternative days and times were discussed. We will do a Doodle Doc that gives us a chance to “vote” between the suggestions brought up at the meeting.
Financial Report – Jeanene
- Our accounts payable (A/P)is almost twice our cash on hand.
- Directors and Officers Insurance is half the A/P.
- We have made our last payment to the BSD debt this month
- Social Health Online is expecting a $500 payment payment for the plan they submitted, not for time spent meeting with us.
- Jeanene thinks we should only pay this only once.
- Their planning doc has been sent to us.
- Jeanene reported that she has stabilized our cash flow by personally securing a Coffee Party credit card and line of credit account so we don’t get late fees for checks that clear one hour too soon.
Appointing Directors to Fill Vacancies Discussion
- Should we expand the Board now?
- What is the invitation process?
- Eight candidates were discussed.
- Observations about current board membership:
- There is no “Membership” position in the current configuration (was a staff function when the bylaws were written)
- There is no “Public Relations” position in the current configuration. Annabel and Eric were it when the bylaws were written.
- “Secretary” is vacant. (John Cashon has resigned)
- “Strategy and Organizational Development” is vacant. (Michael Charney has resigned)
- “Managing Director” is a job unto itself, and should not be combined with another position.
Q: Is there a Conflict of Interest (COI) with a candidate who used to be an employee?
A: The consensus after viewing the Bylaws is that there is not a COI because the candidate no longer works for us.
- None of us could find anything in Article 7 that would prevent us from bringing in a past employee.
The board discussed the rest of the listed candidates at length.
The idea was proposed that we invite all of these candidates, unless there is a reason not to do so. Comments:
- We could say there is no limit to the number we ask, and ask all of them join, and then however many say yes, that’s the number we add.
- Has to be an odd number.
- The only restriction is it can’t be less than three. We have too much work to do for just six people. If one of us gets a cold, things break down. We should appoint two people to replace the current vacancies.
- What about fewer?
On the question whether we should do a gap analysis [the comparison of actual performance with potential performance] before filling the current vacancies:
- On July 1st we said we need to do a gap analysis.
- Higher number doesn’t mean better.
- Having a vacancy at Secretary is a huge breakdown. We haven’t had minutes for months, and that doesn’t do us any good, it doesn’t do our members any good. We need a Secretary. It’s a huge missing. The rest can wait for a gap analysis.
- A couple of us are filling two if not three positions. Stretched too thin we cannot succeed.
- Our fiduciary responsibility is too high
- Someone has to do all these jobs – someone with the right skills
- A non-profit has real legal deadlines. Compliance is not optional.
- We have declared ourselves a “working board”
- strategy v doers
- Directors do not have to do all the work
- We need to build-out the original structure where there are Directors and there are Work Group Chairs who have committees.
- more sustainable than what is happening now
Timing – the conversation turned to the pros and cons of on-boarding new people just as a major project is about to launch.
- We have more work to do than six people can do
- We have good candidates willing to serve
- There’s always room for different opinions
- We don’t need a rubber stamp Director
- Awkward to bring folks on just as an initiative is about to launch
- For this project to go forward the Board has to be aligned
- Team cohesion can be challenged
- Dan shared a story about cohesion:
- When I first came on to my job, I got a call from my CEO to explain why he was firing his Director of Marketing. The way the company worked was there could be lots of discussion and disagreement in the planning stage, but once the decision is made to go forward, everyone falls in line. What this guy would do is be silent during the planning stage and then write these 3-4 page memos after the fact saying why it was a terrible decision. It messed up team cohesion. It’s not like he’s going to stop and reverse the decision because of it, but it’s bad for cohesion.
- The board agreed informally that candidates should be briefed about what we are doing
- The two “pre gap analysis” candidates will be contacted and brought up to speed.
- We can make this a task for one person, or workshop it as a group.
- We have to define our structure.
- We talked about it a lot at our retreat in DC.
- We translated a lot of papers on the wall into a huge document about organizational design, and some people said it was too complicated.
- The board agreed to move the conversation about gap analysis to a Google-Doc.
- We were given an extensive recap of the Viridian Cares project progress.
- There are certain areas that we have to consider
- Benefits, Ethics, Truths and Reality
- a program must be consistent with our mission
- it cannot be damaging to our brand
- it must insure transparency
- Benefits, Ethics, Truths and Reality
Conflict of Interest (COI)
- Earlier in the meeting we had raised a question about COI as it might pertain to Viridian Cares. The topic was put in the parking lot until this part of the agenda.
- The Viridian Cares project team has had two extensive conversations about this that included Viridian executives about exactly this question.
- A few elements of the bylaws that we have to discuss.
- “interested person”
- “financial interest”
- “ownership or investment interest”
Theories about Directors making money in efforts that benefit CP were discussed at length. Comments:
- It was not a COI because doing good work to support a good organization is a positive thing.
- This is not like private nonprofits that use 80% of their donations to pay directors and officers. We volunteer.
- The structure is not cronyist.
- It might make sense for leaders in CP to be leaders in the Viridian Cares project.
- CP customers are CP customers.
- This program is available to everyone.
- We should get legal council to cover all our bases
There was general agreement but one Director admitted he had fallen asleep and did not hear the report. A recap of the COI discussion was given.
Q: Does this mean that Directors who become associates would be in at the level of the associates that work at Social Help Online?
A: No, new associates would be under CP.
- That is why the CP would benefit.
- [The question about Directors who are already associates is asked and answered below]
A: It was a Director active in the Viridian Cares project who looked at the Bylaws and decided to seek a legal opinion on COI.
- “If I ask myself the question, then I ask my attorney.”
- If we have concerns we get to express them.
- It’s our job to make sure we’ve dotted our i’s and crossed our t’s.
Q: Who are we going to talk to?
A: That will come up in our strategic plan, so we don’t need to discuss it here. The question here is about who has access to the proprietary database.
It was suggested that we all watch a video attached to the agenda of Tiffany E. that uses the very relevant phrase, “mission driven capitalism” while our guest is being brought on to the call.
Cameron brought Mike F., his sponsor in Viridian, on to the call, introduced the members of the Board, and opened a Q&A session.
Q: We were just discussing that we would not be able to use the CP database to find customers. We’d have to find them some other way?
A: We were talking about getting a legal opinion.
Q: If Directors become associates, Viridian will pay them and CP?
- Viridian uses networks of people and organizations rather than billboard advertisements, direct mail, phone calls — cold marketing so to speak.
- Viridian allocates their marketing budget in the form of a compensation plan
- CP would be compensated a dollar or two dollars a month on every customer.
- If a Director came on board underneath CP, and brought on either other associates or customers then, yeah, that person would receive compensation from Viridian directly and CP would receive compensation from Viridian directly.
Q: If a customer brings a customer and that customer brings a customer and that person brings a customer, everybody receives a dollar there is no diminishment over generations of this, right?
A: (Mike): No
- The compensation plan includes about 15 different ranks.
- Viridian looks at several aspects of a business, assigns a rank, and then compensates according to that rank.
- It’s kind of hard to explain in a conversation like this.
- It’s all written down. There are videos and a PDF document that breaks it all out.
Q: A question was asked that skirted ideas about Directors “claiming” Coffee Party customers that was circular and unclear. The follow up question amounted to “Do you have some kind of tracking system? [The question is restated below as well.]
A: (Mike) – There’s an associate ID number and everything tracks back to that.
A: Anybody who’s contacted through CP database is a CP client.
- Clients will not be assigned to a specific Director.
A: We only make money by bringing in customers – we do not make money from bringing in associates
Q: Does CP get a credit and a Director who becomes an associate get a credit when a new person is brought on.
A: (Mike) – it depends on if you are talking about a customer or an associate.
- Any Director who comes in as an associate will be in CP downline, so if they sign up someone as a customer, they get paid and CP gets paid.
Q: Is there is some potential for Directors who become associates to see CP database as a source of leads?
A: No one can use the database for their own personal use.
- It’s owned by CP.
- No one can just go into Nationbuilder and just start grabbing names.
- That would be wrong. That would be illegal.
A: This is why we’re planning a CP launch so that the database will appropriately come into play as a fundraiser.
[DeLann dropped from the call.]
Q: If we do an email blast or a Facebook post and someone signs up, how do we know they are credited to CP?
A: The clicks from NationBuilder to Viridian are tracked.
Q: Our strategy needs to handle people respectfully and insure there is support for people if they make the decisions to move from a CP customer to being an associate.
A: (Mike ): Support for people who want to become associates is built in to the line of sponsorship.
- CP line of sponsorship:
- me (Mike)
- Cameron’s father
- Coffee Party
- The people upline from CP are going to help because it’s in their best interest to make sure everyone below them does well.
- Nobody will fall through the cracks.
There were no more questions so Mike F. left the call with our thanks.
Trans Pacific Partnership (TPP) – Dan
- At the last meeting before the end of the year we agreed to take a vote and see if our members wanted to support transparency on TPP.
- We put out a poll that included members and supporters.
- 410 people said yes.
- Then, our members-only poll was 43 yes to 1 no.
Q: Is 44 responses enough to move forward?
A: Eric felt it was.
- Jeanene added that she is a sustaining member and did not receive the poll, that others may have also been missed, so the fact that we got a low response (44) isn’t bad.
- There was general agreement.
Q: How shall we proceed? Suggestions:
- A twitter bomb
- Social Help On-Line
- Campaigns and Actions Director (not present.)
The Minutes Team