The regular trimesterly meeting of the Board of Directors of SFSFC, Inc., met on Saturday, November 15, 2003, in the van Doorn Room of the Fremont Main Library, Fremont CA. The meeting was called to order at 11:24 AM, Vice President Nancy L. Cobb presiding and Secretary Kevin Standlee recording. Members present: David W. Clark, Nancy L. Cobb, Kathryn Daugherty, Jan Price, Cindy Scott, Michael Siladi, Kevin Standlee, Tom Whitmore. Members absent: Crickett Fox, David Gallaher, Craige Howlett. Cindy Scott presented an unrestricted proxy to her from Crickett Fox. Nancy L. Cobb presented an unrestricted proxy to her from David Gallaher. Jan Price presented an unrestricted proxy to her from Craige Howlett. Others present: Kelly Buehler, Tony Cratz.

The minutes of the special meeting of August 11, 2002 were approved on a vote by show of hands.

There were minor typographical corrections. The minutes of the regular meeting of November 16, 2002 were adopted as corrected by unanimous consent.

The minutes of the meeting of directors-elect of November 16, 2002 were adopted as published by unanimous consent.

The minutes of the regular meeting of July 12, 2003 were adopted as published by unanimous consent.

President David Gallaher was not present, nor did Vice President Cobb have any report on his behalf.

Treasurer Craige Howlett was not present, but sent a Balance Sheet and Profit & Loss Statement for the fiscal years ending June 30, 2002 and 2003. There were several questions about the methodology employed for these reports, particularly in regard to matching credit card servicing fees charged to the corporation’s committees with the amounts paid in fees by the corporation. In addition, several directors stated that they believe that there should have been a financial statement for the fiscal year to date, at least through the end of the month prior to the current meeting.

On behalf of Treasurer Howlett, Ms. Price presented copies of Revision 0 of a report on Financial and Accounting Standards for the corporation. This report was requested of the Audit Committee by resolution 2003-1, adopted at the March 15, 2003 meeting.

The Board having had no time to study this document in advance, referred it back to the Standing Audit Committee for further revision, commenting that the document doesn’t "flow" well and appeared somewhat "cobbled together."

Several members inquired if we had filed our Forms 990 and 199 (Federal and State informational returns) for the last two fiscal years. Ms. Price did not know, and Assistant Treasurer Standlee had not seen such filings. The Board expressed a desire to see copies of these filings no later than the next regular meeting.

ConStruction Standing Committee (CSSC) Chair Michael Siladi reported that ConStruction is now tentatively scheduled for the weekend of February 27-29, 2004, at the San Jose Doubletree Hotel. Approximately 20 people are expected to attend. Currently, they plan to use the Boardroom for the conference. There was general discussion of plans for programming and questions and answers. Q: How will the event be publicized? A: Announcements at various local convention committee meetings. (A discussion of various other means of publicizing it followed.) Q: How much will it cost? A: Not settled yet, although probably $25 in advance, $30-$35 at the door. The event’s budget is $600, mostly in facility rental.

The Board adopted by unanimous consent a motion by Mr. Standlee to modify the CSSC charter to "sunset" the committee by June 30, 2004

Standing Worldcon Operating Committee Co-Chairs Kevin Standlee and Tom Whitmore presented a written report and financial statements, distributed in advance of the meeting (see attachments). They answered general questions about the reports. No significant issues were raised that were not covered in the written report.

The meeting recessed at 12:25 PM and reconvened at 12:37 PM.

This motion (text is in the November 16, 2002 minutes) would extend voting rights to the chairs of standing committees who are not already elected members of the Board.

Mr. Standlee spoke in favor of the motion, citing fairness issues, given that standing committees are under the ultimate control of the corporation, and should thus have a voice in the management of the corporation. Mr. Whitmore spoke against, citing the dilution of the Board’s authority should additional members be appointed. Mr. Siladi spoke against, saying that this proposal inadvertently gives the President excessive authority to appoint new voting members through his authority to appoint standing committee chairs. Ms. Daugherty spoke against, citing the need to have an odd number of directors to prevent deadlocks. Mr. Standlee spoke in favor, noting that the current size of the Board is merely an accident of history, on account of there having been that many people involved in the early days of the San Francisco in 1993 Worldcon Bid, and that if there were an even number of Directors voting, there is no possibility of a deadlock, because ties lose.

The motion was defeated on a vote by show of hands.

Mr. Standlee noted that, as he warned at the last meeting, he has not had time to develop any guidelines for groups seeking grants from SFSFC. There was some general discussion of what such guidelines would look like, with a consensus that they need not be complex; mainly, people want basic information like "who are you?", "how much do you want?" and "why should we give it to you?" By unanimous consent, the matter was referred back to Mr. Standlee for a report at the next regular meeting.

There are no active grant requests, nor (with the Treasurer not present) a report on the status of any outstanding "challenge grants." The Secretary suggested that anyone who was interested in proposing a grant contact him to draft a resolution for it.

Mr. Howlett, the original maker of this motion, not being present, the matter (2003-6) was postponed to the next regular meeting.

Mr. Clark reported regarding Laurie Freeman, a member of the ConFrancisco (1993 Worldcon) committee, who is believed to still have some assets of ConFrancisco in her possession. There has been no change in status since the last report on this subject, and it is unclear how much energy we are prepared to expend to collect the assets from her.

The seats currently held by Nancy L. Cobb, Kevin Standlee, and Cindy Scott, expire at the end of 2003 and new three-year terms beginning January 1, 2004 were up for election at this meeting. Ms. Cobb recused herself from presiding, and Mr. Clark, the seniormost director whose seat was not up for election, assumed the chair. By unanimous consent, the three incumbents were renominated. Also nominated were Kelly Buehler (declined) and Tony Cratz. Ballots were distributed, and a committee consisting of Kelly Buehler, Michael Siladi, and David W. Clark was formed to count the ballots. The meeting recessed at 12:58 PM to count ballots and reconvened at 1:03 PM.

The committee of tellers reported that Mr. Cratz was marked in 4^th place on nine of the eleven ballots, and it was therefore mathematically impossible for him to unseat any of the incumbents, and the tellers thus recommended not going through the entire ballot-counting process. By unanimous consent, the incumbents were re-elected to three year terms beginning January 1, 2004.

Mr. Standlee introduced Kelly Buehler who had a proposal to present to the Board to bid for the 2007 West Coast Science Fantasy Conference (Westercon), and introduced the following resolution:

Ms. Buehler explained that she had been "drafted" into bidding at Torcon 3, and had taken 21 pre-supports (including "friend of bid") so far, with at least 30 other people awaiting non-profit corporate sponsorship before buying. The proposed facility is the San José Marriott and possibly some of the SJ McEnery Convention Center space attached to it. She was unable to provide a firm price, but noted that FanimeCon 2004 is using that facility, and is paying $9,000 to rent Exhibit Hall 1, Ballroom A, and the associated B/C/D function rooms.

Mr. Siladi, who is Chair of the Silicon Valley in 2007 Westercon Bid sponsored by the Society for the Promotion of Fannish Interests, Inc. (SPFII) as well as an SFSFC director, spoke against this proposal, stating that he believed it would be inappropriate for there to be two Bay Area bids running against each other. He urged SFSFC to work with the SPFII bid.

On a motion by Mr. Standlee, the meeting went into Committee of the Whole, Mr. Clark presiding, at 1:13 PM. At 1:44 PM, the committee rose and reported that it had reached no consensus.

The meeting recessed at 1:45 PM and reconvened at 2:02 PM.

Mr. Standlee moved to postpone Resolution 2003-9 indefinitely, and explained the parliamentary effect of this motion. The motion to postpone indefinitely passed on a vote by show of hands.

On a motion by Mr. Standlee, the meeting went into Committee of the Whole, Mr. Clark presiding, at 2:05 PM for the purpose of discussing a planning retreat for the Board and related ideas involving soliciting ideas for the future direction of the corporation.

At 2:33 PM, the committee rose and reported the following recommendations:

1. That the Board hold an "Open Meeting" in March 2004 at a location and time convenient and accessible to many Bay Area fans, and that representatives of many Bay Area fan groups be invited to attend to discuss and present their visions of the future of Bay Area fandom and suggestions as to how SFSFC can work within that vision.
2. That the Board organize an "off site" two-day Director Retreat in conjunction with the July 2004 Board meeting, for the purpose of examining the corporation’s goals, visions, mission, and future direction.

The meeting agreed by unanimous consent to adopt the committee’s recommendations, and on a motion by Mr. Siladi, appropriated up to $1000 to fund the March Open Meeting and associated hospitality functions on that weekend. Subject to space availability, the March Open Meeting will be at the San José Doubletree Hotel, with the Open Meeting on Saturday, possibly a reception on Saturday evening, and the Board meeting on Sunday.

Several members offered to solicit various sites for bids and proposals for the July Retreat. Mr. Whitmore will investigate Harbin and Tassajara Hot Springs. Ms. Price will investigate the Sonoma Mission Inn. Mr. Standlee will investigate the Asilomar Conference Center. All were instructed to report as soon as possible, with a final decision to be made no later than the March Board meeting.

There was a question about holding the Retreat, which would have the Board meeting as its second day, outside of the Bay Area. Mr. Standlee noted that, per section 4.3 of the Bylaws, regular meetings may be held anywhere. Only special meetings must be held in the San Francisco Bay Area. In any event, per section 4.6, a meeting may be held anywhere if all directors agree to it. While it has always been the general policy of the corporation to make its Board meetings open to the public (except for executive sessions), this does not necessarily mean that it must make those meetings convenient to any non-director who might want to attend. The corporation will make an effort to publicize its meeting dates, times, and locations on its web site and by other means.

All directors and directors-elect not being present, it was not possible to proceed directly to the election of Officers to take office January 1, 2004. The Board agreed to attempt to solicit nominations electronically by e-mail, and if it proves impossible to resolve by e-mail, to ask the President to call a meeting in November or December for this purpose, as authorized by section 5.4 of the Bylaws.

Saturday, March 13, 2004, will be the Open Meeting described above. The Board Meeting will be Sunday, March 14, 2004

The Directors Retreat will be the weekend of July 17-18, with the Board Meeting on Sunday, July 18, 2004.

The regular meeting in November will be on Sunday, November 14, 2004, at a time and place to be determined.

By unanimous consent, the meeting adjourned at 2:46 PM.

Kevin Standlee
Secretary

The ConJosé committee has accomplished most of its remaining major goals, and is continuing to work on its post-convention duties. One major task remains, plus remaining cleanup and disposal of assets.

We continue to expect to have all tasks completed by the end of fiscal year 2003-2004. At this time, the committee expects to request that it be discharged at the July 2004 meeting of the SFSFC Board of Directors.

A convention profit and loss statement for the fiscal year to date since July 1, 2003 and for the convention’s entire fiscal lifetime to date and a balance sheet as of the end of October 2003 was submitted to the Board under separate cover. The committee continues to expect to return a surplus of at least $15,000 to the Board of Directors upon our discharge, and probably more, depending on how many people take advantage of post-con "level playing field" expense reimbursements. As we reported last July, most traditional membership reimbursements have also been paid, and no major outstanding bills remain unpaid.

Major ConJosé tasks completed in the past four months (in roughly chronological order; items marked as Closed will not be listed in future reports.):

• Traditional Membership Reimbursements. We completed payment of membership reimbursements to the best of our records. We announced that reimbursements were paid, which has generated a few "but I didn’t get mine" messages which we handled as they came up. We consider this task completed except for the payment of reimbursements to the Co-Chairs and Controller.
  
  Original Goal: End of May 2003. Actual: July 2003. Status: Closed
  
• Site Selection Charges. As reported last March, there was some confusion between ConJosé and Interaction regarding the handover of records and payment of credit card charges incurred by CJ on Interaction’s behalf. As we reported in July, we worked with Interaction to resolve this, and we recently received a message from Colin Harris of the Interaction committee that read, in part:

• Pass-Along Funds. We paid slightly over $3,000 additional Pass-Along Funds payments to each of our three successor Worldcons in direct cash payments and "in-lieu" payments to ship things to them. We passed along approximately 53% of our operating surplus (this figure does not include any further Policy 004 payments). As of November 10, we thought our PAF responsibility was discharged, and that no further payments were due. However, we recently were informed that it is possible that the Millennium Philcon may declare additional PAF. If they do so, and decide to pay us anything, we plan to pass along 100% of the "Bonus PAF" to our three successors. The spirit of the Pass-Along Funds agreement (See http://www.smof.demon.co.uk/pa-funds.htm) is that PAF should go to pay for improving a future Worldcon. While "Bonus PAF" from MilPhil meets the letter of the PAF agreement, we think it violates the agreement’s spirit, and thus it would be better to simply pass all of our bonus payments on to our three successors, who can still do something useful with them.
  
  Status: Closed unless MilPhil pays "Bonus PAF"
• Thank You Parties. We hosted the last of four planned Thank You parties at Torcon 3 in Toronto. Geri Sullivan and her crew outdid themselves, and we received considerable positive goodwill for our party. We created special post-convention ConJosé ribbons, which proved very popular, especially the "Procrastinators’ Club" ribbon. We have completed our traditional post-Worldcon party obligations, and no further ConJosé parties are scheduled.
  
  Status: Closed.
• WSFS Coffee Service. We sponsored a coffee/decaf/tea service at the WSFS Business Meetings on Friday, Saturday, and Sunday of Torcon 3. We posted signs with the ConJosé logo announcing that the service was courtesy of ConJosé at the entrance to the Business Meeting and at the beverage service area. We received a public thank-you and round of applause led by the Chair of Noreascon Four, Deb Geisler, for providing this service.
  
  Status: Closed.
• Committee/Staff Thank You Pins. We purchased cloisonné-style metal pins with the ConJosé logo and sent one, along with a thank-you letter, to every member of the convention committee and staff, and also to qualified volunteers and to the Guests of Honor. As with any such large mailing, it seems likely that we did not reach every qualified person, although we have tried our best. The Co-Chairs and the Controller have supplies of pins remaining, which they have distributed as needed. We believe this improved our goodwill standing, particularly among those people who regularly attend and work on Worldcons. The committee thanks Cindy Scott for ordering the pins, printing the thank-you letters, and organizing the mailing so that most people received their pins prior to Torcon 3.
  
  Status: Closed.
• Torcon 3 Ceremonial Appearances. Our final ceremonial function as a convention was an appearance at the Opening Ceremonies of Torcon 3. Kevin Standlee started the T3 Opening Ceremonies, and after a brief speech reprising some of the themes in his speeches at ConJosé, introduced Torcon 3 Chairman Peter Jarvis. We then declared Peter to be ConJosé’s honorary member number 10,000 and presented him with a regulation badge to that effect. Kevin then introduced ConJosé Fairy Godfather David W. Clark, who then presented Peter with an official ConJosé toaster, such as we gave every one-thousandth member. Our ceremonial duties are now discharged.
  
  Status: Closed
• WSFS Mark Protection Committee. Our appointment to the WSFS MPC extends until the end of the 2004 WSFS Business Meeting. Our appointee, Cheryl Morgan, continues to participate in the MPC’s affairs, as does elected member Kevin Standlee, who was returned for another three-year term at the election held at Torcon 3.

• Additional "Level Playing Field" (LPF) Expense Reimbursements. Because there are sufficient funds to do so after traditional membership reimbursements, we are reimbursing certain travel expenses of those members of the committee who incurred substantial extra travel expenses (primarily airfare) to come to pre-convention planning meetings. We established specific guidelines for these reimbursements. (This policy is available on the convention committee web site as Policy 004.) We have been paying qualified expenses as they are submitted. We anticipate setting an end date on this of March 2004, to allow us to wind up the convention’s financial affairs in time for our anticipated discharge at the end of FY 2003-04.
  
  These additional expense reimbursements are considered "extraordinary committee expenses" within the meaning of the PAF agreement, and are therefore "reportable" against PAF. Repayment of bidding expenses, such as the cost of bid committee travel, is not reportable against PAF; however, no such reimbursements are contemplated at this time. LPF/Policy 004 expenses, along with any other ongoing committee operating expenses, reduce the total amount that the committee will be able to turn over to the General Fund upon our discharge. This is why the amount that the committee turns over to the General Fund will be less than the amount we paid in Pass-Along Funds.
  
  July Report Goal: August 2003. Actual: August 2003. Status: Ongoing.

ConJosé still has a number of tasks remaining before it is finished in the eyes of Fandom. We reported in July that we expected to be able to complete the most important of them prior to the November 2003 Board meeting. Unfortunately, while we did accomplish one of those tasks, the remaining tasks have continued to slip later into FY 2003-2004. This list is in priority order; that is, we expect to complete these tasks in this order. We have included the projected completion dates we gave last July and the current estimates to give the Board some specific and measurable deliverables.

• Post-Con Membership Packages. Supporting members and Attending members who did not attend ConJosé are entitled to the generally distributed publications: Souvenir Book, Pocket Program, Restaurant Guide, and Membership Badge. Completing this task is dependent upon the Registrar completing the post-convention canvass of our records to determine which members need membership packages. In late August, we concluded that we will never be able to obtain this from the Registrar, and the Controller has been trying to recreate the required information from the records as they stood when last updated by the Registrar. This item has resulted in embarrassment and some minor loss of goodwill. An expected attempt to introduce a motion of censure against ConJosé at the Torcon 3 Business Meeting (which would almost certainly have failed, probably by "Objection to Consideration") was deflected by Co-Chairman Kevin Standlee publicly apologizing for the delay before the Business Meeting.
  
  July Report Goal: August 2003. Current Goal: December 2003. Status: Ongoing. Once the necessary database work is complete, we will announce a work session for stuffing membership packages and preparing them for mailing.
• Surplus Sale. The convention has a storage locker full of donated office equipment, furniture, and assorted miscellany, all of which is costing us money for locker rental. As time and resources permit, we anticipate creating a list of everything that is surplus to requirements and selling it or otherwise disposing of it as possible. The actual mechanics of how we will do this are still uncertain.
  
  July reported goal for start: July 2003. Goal for completion: early 2004. Status: Not Started.

• Committee/Staff Party. We have discussed the prospect of hosting a Staff & Committee Thank-You party; however, the press of other tasks has prevented us from developing the idea. Unless someone comes forward to do the planning the status of this item is Closed.

In addition to the above major tasks, we have a number of minor – in the sense of requiring relatively small resource commitments – tasks that we still must finish or that are ongoing.

• Membership Count. As mentioned above, our attempts to do a post-convention canvass of records failed. Cindy Scott continues to work through the records to recreate them as of the last known good copy. Completing the records for the Membership Mailing should also provide the necessary information for determining the formal membership count. July Goal: Unknown. Status: Ongoing.
• Report to WSFS Business Meeting. As we reported in July, consistent with our obligations under the WSFS Constitution, the ConJosé Committee made the required financial report to the 2003 WSFS Business Meeting in Toronto. Beginning with the 2004 WSFS Business Meeting, SFSFC will be required to make such reports, for as long as a reportable balance remains. Status: Ongoing SFSFC Responsibility.

Unchanged from last report. We continue to expect to "hand in the keys" at the July 2004 Board of Directors meeting, with all financial matters wound up by the end of the fiscal year ending June 30, 2004. At around that time, the Committee plans to transfer to the General Fund any remaining assets, including bank accounts. We expect to be able to report to the 2004 WSFS Business Meeting that the ConJosé Committee has been discharged and that the SFSFC General Fund will manage any further obligations of the convention.

As we mentioned above, ConJosé currently shows and expects to continue to show a surplus of income over expenses. Until such time as SFSFC has spent a sum equal to the amount of any remaining reportable balance of ConJosé, it must continue to submit annual reports to the WSFS Business Meeting. Details of this process were in our March 2003 report.

While we had hoped to have all of our financial obligations completed by the end of FY 2002-03, we were unable to do so; however, we expect to have most of our remaining financial obligations fulfilled before the end of calendar year 2003. We have been very disappointed with the performance of our Registrar, which left us unable to complete an expected function — post-con membership mailing — before Torcon 3.

Torcon 3, as most of you may have heard, was an organizational disappointment to say the least. Their programming left a great deal to be desired, and it was abysmally organized, albeit not quite as much of a disaster as the notorious Nolacon II program. Past criticisms of ConJosé — many of them probably deserved — were forgotten as the 2002 Worldcon was made to look much better relative to its immediate successor.

Despite the difficulties we faced with organizing ConJosé — most notably the institutional disharmony within the Board of Directors in early 2002 — our Worldcon appears to be being judged an overall success now that tempers have cooled and a people have had time to assess it. At Torcon 3, speculations about future Bay Area Worldcons were taken quite seriously, while a "Toronto in 20xx" party on the last night of the convention was the subject of disdain, and many people have been heard to say, regarding Toronto’s future prospects, "Not if I have anything to say about it."

We expect to be able to turn over at least $15,000 and probably substantially more to the SFSFC General fund when we are discharged in July 2004. (The final amount will depend mainly on the total reimbursements under Policy 004.) We have continued to concentrate on finishing our assigned tasks, letting Fandom know that we’ve done so, and winding up the convention’s affairs and turning over the management of our remaining assets and responsibilities to the SFSFC Board of Directors by July 2004. We look forward to working with the Board to expedite this process.

Kevin Standlee
Tom Whitmore
November 15, 2003