Transcript of Exec. Comm. 12-10-10

[Timothy S. Faith]

[09:12] Geri Kuhn: so we will officially start
[09:12] Sam4 Courtois: I vote yes
[09:13] Geri Kuhn: I think the first item of business is the tax status
[09:13] Geri Kuhn: We have a pending motion as to whether to purseu 501 (d)(6)
[09:13] Geri Kuhn: I believe we have a quorum present, correct?
[09:13] Sam4 Courtois: Do we have / need a quorum to do business?
[09:13] Legal Writer: Not sure of that
[09:14] Geri Kuhn: well let's see
[09:14] Sam4 Courtois: how many on the board?
[09:14] Geri Kuhn: we have three who aren't here
[09:14] Geri Kuhn: on the present board
[09:14] Geri Kuhn: and two ex presiidents
[09:14] Legal Writer: But the past presidents are on as well. I think we need 5 if I recall properly
[09:14] Sam4 Courtois: 4/7 must be a quorum
[09:15] Geri Kuhn: Ugh
[09:15] Legal Writer: Hence my idea of not having past presidents count for quorum purposes
[09:15] Geri Kuhn: yes, I think it is a good idea
[09:16] Legal Writer: I like the idea of being on the board to give advice, but sometimes can't always be here
[09:16] Geri Kuhn: Well we don't have one if we have to include to paas presidents and we still don't have one if we eliminate them
[09:16] Geri Kuhn: I think we'll have to vote by email on this one
[09:16] Yoss Kamachi: we have a deadline for responding to the IRS, yes?
[09:16] Geri Kuhn: We definitely do
[09:16] Legal Writer: Current bylaws say past presidents are on the board
[09:16] Geri Kuhn: so the sooner the better
[09:16] Yoss Kamachi: Are we still doing a survey of all membership, or was the forum on the web site sufficient?
[09:17] Geri Kuhn: I think the forum on the website was sufficient and we are also out of tiime
[09:17] Legal Writer: What was the bottom line? Haven't looked lately.
[09:17] Geri Kuhn: Only 2 non boar d members responded
[09:17] Geri Kuhn: board
[09:17] Yoss Kamachi: Daniel was against 501(c)(6)
[09:17] Geri Kuhn: I thought they made some thoughtful comments, especially Rose
[09:18] Yoss Kamachi: Mr. Wu and I wrote for it
[09:18] Yoss Kamachi: Mick wrote against it
[09:18] Yoss Kamachi: Rose also
[09:18] Geri Kuhn: Well Rose didn't say she was against
[09:18] Geri Kuhn: so much
[09:18] Yoss Kamachi: "I wouldn't be at all afraid of going back and arguing the case for 501c3... if we really want it. I wouldn't settle for 501c6... i think we are better off withdrawing the application than pursuing that route."
[09:18] Geri Kuhn: She said we shourld prusue 501(c)(3) if that's what we want
[09:18] Geri Kuhn: right
[09:18] Geri Kuhn: so yes, against 6, but not 501 (c)93_
[09:18] Geri Kuhn: sorry
[09:19] Sam4 Courtois: The bottom line is that the whole thing has been greeted with a giant Ho Hum.
[09:19] Yoss Kamachi: Right.
[09:19] Yoss Kamachi: I think Daniel is against having a formal corp, and also against any tax exempt status
[09:19] Legal Writer: Thinking out loud, I can't see us eliminating social events. It's part of our networking mission. And the only way to have 501 c status, is c 6. So I think the logic inexorably leads us to 501(c)(6).
[09:19] Sam4 Courtois: I think Daniel isn't here
[09:20] Legal Writer: I was laughing at the attitude of the IRS person scolding us for having social events.
[09:20] Geri KuhnGeri Kuhn smiles
[09:20] Legal Writer: But if we can't have social events under 501 c 3, then we need something else to shield our dues from tax.
[09:20] Geri Kuhn: Well we aren't goivng to give up our coffee chats
[09:20] Yoss Kamachi: I agree, Legal, that was silly of the IRS
[09:20] Legal Writer: So, it seems 501 c 6 is our only choice.
[09:21] Geri Kuhn: Well that is the motion we were going to go forward with today
[09:21] Sam4 Courtois: Wait
[09:21] Yoss Kamachi: I think the question to the board then is: 501(c)(6), yes or no
[09:21] Geri Kuhn: Exactly
[09:21] Sam4 Courtois: Geri
[09:21] Geri Kuhn: Yes
[09:21] Sam4 Courtois: You were the one who was the most equivocal
[09:21] Legal Writer: I don't want to see the association penalized for not paying income tax on dues.
[09:21] Sam4 Courtois: Where do you come down?
[09:22] Geri KuhnGeri Kuhn grins
[09:22] Legal Writer: So I vote yes
[09:22] Geri Kuhn: Thanks for asking Sam
[09:22] Sam4 Courtois: Hang on legal
[09:22] Geri Kuhn: Well, Legal, we weill have to an email vote
[09:22] Sam4 Courtois: Let's ehar from Geri
[09:22] Geri Kuhn: But it is good to know where you stand
[09:22] Geri Kuhn: I have thought a lot about it
[09:22] Geri Kuhn: I 've talked to a lot of people
[09:23] Geri Kuhn: I asked Rose for her thoughts and I was appreciative of what she wrote
[09:23] Geri Kuhn: Basically, I overall don't think it is necessary to pursue this, BUT
[09:23] Geri Kuhn: I see no harm in it i
[09:24] Geri Kuhn: Our membership doesn't care
[09:24] Geri Kuhn: But there are members of the board who do
[09:24] Geri Kuhn: Lexiss, Sam and Yoss, will all be future leaders
[09:24] Geri Kuhn: So I have changed my mind
[09:24] Sam4 Courtois: I think that misrepresents Daniel's view to some extent
[09:24] Geri Kuhn: I will vote in favor of it
[09:25] Sam4 Courtois: I believe Damiel was more interested in process than n result.
[09:25] Geri Kuhn: Yes I don't mean to exclude Danie'
[09:25] Geri Kuhn: Daniel
[09:25] Geri Kuhn: as one of the concenrned members
[09:26] Geri Kuhn: So basically I will vote in favor so as not to be in the way of the vision that others have for our organization
[09:26] Sam4 Courtois: Yoss how about you, are you a a yes?
[09:26] Yoss Kamachi: Yes. I have not changed my mind since our last meeting
[09:27] Sam4 Courtois: Then we have four yes votes here?
[09:27] Geri Kuhn: but not a quorum of the baord
[09:27] Geri Kuhn: board
[09:27] Geri Kuhn: I will send out an email today
[09:27] Legal Writer: If we have 10 in the meeting of the membership, the members can approve it.
[09:28] Yoss Kamachi: Good
[09:28] Geri Kuhn: Well we can see what happens
[09:28] Sam4 Courtois: In the absence of a quorum, I propose that you put out a stement that the four of us, and you cna mention us by name, support the 501(c)(6) applicaiton
[09:28] Geri Kuhn: Sure Sam
[09:28] Geri Kuhn: Okay, let's move on
[09:28] Sam4 Courtois: In the absence of a good reason to the contrary, I porpose we go forward with it.
[09:28] Legal Writer: OK
[09:29] Sam4 Courtois: Devil take the hindmost
[09:29] Geri Kuhn: As to amending the bylaws
[09:29] Geri Kuhn: I believe the idea is a good one to remove the past presidents
[09:29] Legal Writer: Do you also want to discuss the bylaws change to remove past presidents from quorum counts?
[09:29] Geri Kuhn: yes
[09:29] Sam4 Courtois: One year one vote for the immediate past president, all others are ex officio
[09:30] Legal Writer: There are a number of ways to do it.
[09:30] Sam4 Courtois: Welcome without obligation
[09:30] Legal Writer: I had mentioned to Ben about having voting rights for 3 years, but not counting towards or against quorum.
[09:30] Legal Writer: Another route is to just eliminate past presidents from the board other than as ex officio and non-voting.
[09:31] Legal Writer: I don't have a strong feeling one way or another.
[09:31] Sam4 Courtois: Yoss?
[09:31] Yoss Kamachi: We need all the help we can muster, therefore having past presidents remain involved is welcome
[09:31] Yoss Kamachi: I have no opinion on whether they have a vote or not
[09:32] Yoss Kamachi: I see nothing wrong with either
[09:32] Sam4 Courtois: Not to decide is to decide not to
[09:32] Geri KuhnGeri Kuhn grins
[09:32] Legal Writer: We could discuss it with the members and see what they think.
[09:32] Sam4 Courtois: Or we could jsut kick the ball down the field for another month or so
[09:33] Yoss Kamachi: Better that past presidents each have an individual vote or no vote at all
[09:33] Geri Kuhn: We could but unless we don't have anything else to talk about I would rather just have a motion and decide
[09:34] Legal Writer: I think we should make a decision, but as stated, whether we have a vote or not, I have no strong feeling. But I do feel strongly that our counting for quorum now is an obstacle to having a quorum at board meetings, and will only get worse as we get more past presidents.
[09:34] Yoss Kamachi: I agree
[09:34] Geri Kuhn: Yes, agreed
[09:34] Sam4 Courtois: I more that the by-laws be amended to give only the immeidate past president a a full vote on the board, and that we recognize all past presdients as hoinored , ex officio, members
[09:35] Geri Kuhn: I would like to amend that
[09:35] Geri Kuhn: just by saying the immediate past pressident has that for a year
[09:35] Sam4 Courtois: Your amendment is wielcome
[09:35] Geri Kuhn: just to be clear
[09:35] Legal Writer: Would the immediate past president count for quorum?
[09:35] Yoss Kamachi: I would move that no past presidents count toward the quorom
[09:36] Sam4 Courtois: My only thought is to ensure other pp's are welcome
[09:36] Sam4 Courtois: I strongly believe the ipp must vote and count as a quorum
[09:36] Geri Kuhn: I would say the past president should be counted
[09:36] Geri Kuhn: otherwsise why bother to vote
[09:37] Legal Writer: I was going to write that pp can vote but don't need to be there to have a quorum.
[09:37] Legal Writer: I know that sounds unconventional, but may fit our association with busy schedules.
[09:37] Yoss Kamachi: The PP vote would be a tie breaker
[09:37] Sam4 Courtois: Yes!
[09:37] Sam4 Courtois: goord point Yoss
[09:37] Geri Kuhn: Ugh
[09:38] Sam4 Courtois: the IPP has the casting vote!
[09:38] Geri Kuhn: hopefully it won't always come down to that
[09:38] Yoss Kamachi: An appropriate role, though
[09:38] Legal Writer: In any case, someone should perhaps come up with a proposed bylaw change, and we can post it on a forum.
[09:38] Geri Kuhn: Well rather than wait
[09:38] Sam4 Courtois: Where are the by-laws to be found?
[09:38] Geri Kuhn: it would be nice to come up with one now
[09:38] Geri Kuhn: I have a hard copy
[09:39] Legal Writer: I have a soft copy on the other computer
[09:39] Geri Kuhn: If would be nice to have an electronic one
[09:39] Sam4 Courtois: not on-line somewhere?
[09:39] Yoss Kamachi: if you can forward, I can post to the web site
[09:39] Legal Writer: http://www.slba.info/slbabylaws.html
[09:39] Legal Writer: It's online
[09:39] Geri Kuhn: Is that the laatest one
[09:40] Geri Kuhn: latest
[09:40] Yoss Kamachi: I thought there was a 2010 version of this.
[09:40] Legal Writer: I think this is the latest, but would need to double check
[09:40] Geri Kuhn: ok
[09:40] Geri Kuhn: so back to the amendment
[09:41] Geri Kuhn: Can we think of some propposals to bring back to the next meeting?
[09:41] Yoss Kamachi: we need to amend section 3.2, it seems
[09:42] Legal Writer: and 4.6
[09:42] Yoss Kamachi: right
[09:42] Geri Kuhn: okay
[09:42] Yoss Kamachi: I can type something up
[09:42] Yoss Kamachi: and pass by email to others
[09:42] Geri Kuhn: That would be great, thanks
[09:42] Geri Kuhn: Okay
[09:43] Geri Kuhn: moving on
[09:43] Geri Kuhn: about the website
[09:43] Geri Kuhn: I really want to talk about it
[09:43] Geri Kuhn: We have put it off
[09:43] Geri Kuhn: What are your thoughts Yoss?
[09:43] Yoss Kamachi: I think we needed to make the decision on the 501(c) before the web site
[09:44] Yoss Kamachi: I think we need to move to having a single domain
[09:44] Yoss Kamachi: I think we need to decide to move forward with Ning or not
[09:44] Sam4 Courtois: since my motion has not been seconded, I asssume it fails, accordingly, I move that 3.2(e) be amended to say "the immediate past president"
[09:44] Geri Kuhn: Sorry Sam
[09:45] Legal Writer: You could add something to 3.2 to have honorary non-voting memberships for other past presidents. Then in 4.6 say that quorum consists of a majority of voting members of the board.
[09:46] Geri Kuhn: One sec Yoss on the website
[09:46] Geri Kuhn: Sam, we can';t vote on anything at the moment
[09:47] Geri Kuhn: But we can post some ideas on the forum
[09:47] Geri Kuhn: or proposasls, I guess
[09:48] Geri Kuhn: and hopefully have a quroum at the next meeting
[09:48] Geri Kuhn: and have something to vote on
[09:48] Geri Kuhn: Is this acceptable?
[09:48] Legal Writer: OK by me
[09:48] Geri Kuhn: Sam?
[09:49] Geri Kuhn: Yoss?
[09:49] Yoss Kamachi: I'll type a proposed amendment and email to the board for comments
[09:49] Geri Kuhn: I just got an IM from Sam that he can't speak
[09:50] Geri Kuhn: in open chat
[09:50] Geri Kuhn: at least you can hear, Sam
[09:50] Geri Kuhn: try rebooting
[09:50] Geri Kuhn: :0
[09:50] Yoss Kamachi: technical difficulties
[09:50] Geri Kuhn: He says he is fine with whatever we agree on
[09:50] Geri Kuhn: okay
[09:51] Geri Kuhn: So we''ll discus this on the forum and /or in email
[09:51] Geri Kuhn: back to the website
[09:51] Yoss Kamachi: great
[09:51] Geri Kuhn: if we don't stay with Ning, what are the options?
[09:51] Yoss Kamachi: 1. straight HTML (existing slba.info domain)
[09:52] Yoss Kamachi: 2. Joomla or other OpenSource content manager
[09:52] Yoss Kamachi: 3. Something entirely custom
[09:53] Geri Kuhn: Can you tell me more about Jommia, I don't know what it is
[09:53] Yoss Kamachi: hi sam
[09:53] Geri Kuhn: Welcome back
[09:53] Legal Writer: By the way, I haven't looked into this at all so I don't know what works best.
[09:53] Sam4 Courtois: TY
[09:54] Yoss Kamachi: Joomla would give us some of the functionality of Ning, and allow others to post content to the site without having to edit straight HTML
[09:54] Yoss Kamachi: I imagine there are plugins for things like forums, and the like
[09:54] Geri Kuhn: Is there a disadvantage with staying with Ning - what is it that people don't like?
[09:54] Yoss Kamachi: Ning's virtue is that it has the least cost of time to cofigure
[09:55] Yoss Kamachi: But we have to pay $240 per year (USD) to have the full functionality
[09:55] Geri Kuhn: Ah..okay
[09:55] Yoss Kamachi: Doing something other than Ning will require more time and technical expertise
[09:55] Yoss Kamachi: But cost us less if we get board/members to contribute
[09:56] Geri Kuhn: Well, board members with time and technical expertise
[09:56] Yoss Kamachi: Right. Agenda and I may be the board members with the technical expertise (unless I have excluded others unknowingly)
[09:57] Geri Kuhn: I don't think you have :)
[09:57] Geri Kuhn: And I think that is good for now, but we should think about the future
[09:57] Legal Writer: We're almost at the top of the hour.
[09:57] Geri KuhnGeri Kuhn nods
[09:57] Yoss Kamachi: Ning is probably easier to maintain for the future
[09:57] Yoss Kamachi: But we don't have that much money to make it work
[09:57] Geri Kuhn: Okay, well let's see how the tax stuff plays out
[09:58] Geri Kuhn: Hi Daniel
[09:58] Yoss Kamachi: Hi Daniel
[09:58] DanielPerry Laa: Hi Folks
[09:58] Sam4 Courtois: Welcome
[09:58] Geri Kuhn: Well we now have a quroum
[09:58] Sam4 Courtois: Yes
[09:58] Geri Kuhn: So we could vote now
[09:58] Geri Kuhn: and get it over with
[09:58] Sam4 Courtois: I move we go forward with the 501(c)(6) application
[09:59] Geri Kuhn: and do we have a second
[09:59] Yoss Kamachi: second
[09:59] Geri Kuhn: All in favor
[09:59] Geri Kuhn: oh
[09:59] Sam4 Courtois: I call the question
[09:59] Sam4 Courtois: Aye
[09:59] Yoss Kamachi: aye
[09:59] Geri Kuhn: aye
[09:59] Legal Writer: aye
[09:59] Geri Kuhn: opposed
[09:59] DanielPerry Laa: opposed
[09:59] Geri Kuhn: abstain
[10:00] Geri Kuhn: I think everyone has voted
[10:00] DanielPerry Laa: abstained???
[10:00] Geri Kuhn: It has passed
[10:00] Geri Kuhn: There were none
[10:00] Geri Kuhn: I'll let Lexis know
[10:00] Geri Kuhn: It is 10:00
[10:00] Sam4 Courtois: I movce that we amend the bylaws secrtion 3.2(e) the read "the immedaite past president"
[10:00] Geri Kuhn: Sam
[10:01] DanielPerry Laa: I still ahven't seen the latest Bylaws - where are they?
[10:01] Geri Kuhn: I would like to discuss that more
[10:01] Legal Writer: http://www.slba.info/slbabylaws.html
[10:01] Sam4 Courtois: I move we adjourn
[10:01] Geri Kuhn: It is 10:01
[10:01] Geri Kuhn: so adjouned