January 14, 2015

by JKL

Attendance: a quorum was present.

  • P – Debilyn Molineaux (President, IIWG, Volunteers, SAI, Channels)
  • P – Jeanene Louden (Treasurer, Legal/Accounting, Acting Fundraising)
  • A – Vince Lamb (Secretary and Board Development)
  • P – Egberto Willies (Newsroom)
  • A – Billy Sears, (Community Actions and Engagement)
  • P – Tim Danahey (Public and Member Relations)

Opening

Debilyn called the meeting to order at 6:03 PM Pacific. Jeanene ran the Maestro Board and led us through check-ins.

Secretary’s Report

Bylaws review – Debilyn

MOTION:  It was moved by Debilyn and seconded by Tim That the Board approve the Bylaws amendments as presented, pending review and approval of legal counsel.

Discussion

These proposed amendments were discussed at length at last week’s meeting. Tonight, an objection to term limits was raised. After discussion the consensus was that even though term limits have been in place since 2011 Bylaws were approved by the Transition Team, they should be reconsidered now. However, the motion on the floor brings to completion several issues under discussion for three years: we agreed to review term limits during next year’s Bylaws Review process.

MOTION PASSED UNANIMOUSLY (4 yes, 0 no, 2 not present – Billy Sears and Vince Lamb). Per the Bylaws a vote to amend the Bylaws requires a ⅔ majority, which is reflected in this vote. Debilyn will deliver the proposed amendments to the attorney and report back as soon as she gets his response.

The President and Treasurer have historically served concurrent two-year terms. Based on the new three-year terms, there are two options to achieve having one officer elected each year.

  1. In 2016, extend the current term of the President OR Treasurer by one year.
  2. In 2016, elect the President OR Treasurer for a shortened one year term.

These options will be discussed in the coming year and decided at a later time.

The proposal for the structure and function of the Elections Committee will be discussed and voted upon next week assuming the attorney finds no objections to today’s Bylaws amendments.

Treasurer’s Report – Jeanene

The draft Profit/Loss and Balance Sheets for the first and second quarters of FY14/15 were made available for review and discussion. We are stable at the moment and hoping for a great fundraising drive in January and a great membership drive in February.

President’s Report – Debilyn

She and Jeanene will be meeting with our D&O appointed legal counsel next week, following the Citizen’s United Rally in Washington DC.

New Project Presentations for approval

  • Happy Birthday / $5 for 5 years, $10 for the next 5 years. Billy has started the project.
  • New Membership drive in February:  “I [heart] 3 America: Coffee Party USA”. Tim is taking the lead with the campaign and possible related merchandising. He will be assisted by Eryn.
  • Coffee Shop Chats in March are being discussed by the Fundraising Workgroup. Debilyn and Jeanene are participating with this team until a Director for Fundraising is seated.

Executive Session

The Directors went into and out of Executive Session without having made any motions.

Closing

The next meeting is scheduled for January 21, 2015, at 9 PM Eastern / 6 PM Pacific. Jeanene led us through checkouts. The meeting was adjourned at 10:10 PM Eastern.

Respectfully submitted:

Jeanene Louden, Treasurer of the Board of Directors

Approved: January 28, 2015

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