The regular trimesterly meeting of the Board of Directors of SFSFC, Inc., met on Saturday, March 13, 2004, in the Cascade Room of the Doubletree Hotel, San José CA. The meeting was called to order at 11:24 AM, President David Gallaher presiding and Secretary Kevin Standlee recording. Members present: David W. Clark, Nancy L. Cobb, Crickett Fox, David Gallaher, Jan Price, Cindy Scott, Michael Siladi, Kevin Standlee. Members absent: Kathryn Daugherty, Craige Howlett, Tom Whitmore. No proxies were presented. Others present: Albert Baker, Floyd Bristol II, Kelly Buehler, David Cooksly, Tony Cratz, James Stanley Daugherty, Bob Daverin, Brenda Daverin, Mike Higashi, Bradford Lyau, Deirdre Saoirse Moen, Rick Moen, Cheryl Morgan, Dave Rogers, Tren Sparks, Maurine Starkey, Jerry Tien, Lindsay Washburn, Matt Washburn.

The meeting went into Committee of the Whole and further broke up into brainstorming sessions immediately thereafter.

At approximately 2 PM [the Secretary neglected to record the exact time], Committee of the Whole rose and the meeting adjourned until 11 AM Sunday

The continuation [Note 1] of regular trimesterly meeting of the Board of Directors of SFSFC, Inc., met on Sunday, March 14, 2004, in the Riesling Room of the Doubletree Hotel, San José CA. The meeting was called to order at 11:12 AM, Vice President Nancy L. Cobb presiding and Secretary Kevin Standlee recording. Members present: David W. Clark, Nancy L. Cobb, Crickett Fox, Jan Price, Cindy Scott, Michael Siladi, Kevin Standlee, Tom Whitmore. Members absent: David Gallaher, Kathryn Daugherty, Craige Howlett. Nancy L. Cobb presented an unrestricted proxy to her from David Gallaher. Tony Cratz presented an unrestricted proxy to him from Kathryn Daugherty. Wolfgang Coe stated that Craige Howlett had executed an unrestricted proxy to him, but that Mr. Howlett had given it to President Gallaher, who would not be at today’s meeting until later today. Mr. Clark stated that he had witnessed the proxy. The Board agreed to tentatively allow Mr. Coe to act on behalf of Mr. Howlett, pending the arrival of the proxy form. Others present: Kelly Buehler, Bob Daverin, Brenda Daverin, Maurine Starkey.

The minutes of the regular meeting of November 15, 2003 were approved as published by unanimous consent. [Note 2]

The minutes of the meeting of directors-elect of December 21, 2003 were adopted as published by unanimous consent.

President Gallaher will be late today, having been detained by a social function related to his work.

Treasurer Craige Howlett was not present. Mr. Coe said that Mr. Howlett gave financial statements to President Gallaher, and that the Audit Committee was revisiting the financial guideline documents to make them more user-friendly.

This item was postponed until later in the meeting by unanimous consent at the request of the President.

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, including presenting an interim membership count (not including all one-day members, who are still being keyed into the convention’s database). No significant issues were raised that were not covered in the written reports.

The meeting recessed at 12:11 PM and reconvened at 1:46 PM.

Mr. Standlee recommended that, rather than adopt a specific procedure, it would be best if any groups seeking grants obtain a sponsor in the form of an SFSFC director and that the director submit a resolution in the same general format as previous grant resolutions.

Mr. Coe spoke in favor of this resolution. Mr. Standlee said that he thought we should hold off on this proposal for now due to all of the ideas presented at yesterday’s Open Meeting. Mr. Standlee then moved to postpone Resolution 2003-6 indefinitely. After discussion, the resolution was postponed indefinitely on a vote by show of hands. [Note 3]

Ms. Scott moved to postpone the retreat to the period February-March 2005, and site selection to the July 2004 regular meeting. She stated that we should be able to get better rates then and probably won’t have any standing committees active and therefore should be able to better concentrate on future directions of the corporation. The motion to postpone a decision on the Directors Retreat to the July regular meeting passed by unanimous consent.

We may be able to retrieve the books at Westercon in Arizona this year. Ms. Fox and Mr. Clark said they would try and do something about it.

Members added additional items to the agenda. Throughout the rest of the afternoon, the Board moved to different places in the agenda by unanimous consent; accordingly, the items in these minutes are not necessarily arranged in their sequential agenda order.

Mr. Standlee introduced the following resolution.

• Prepare standard forms for scholarship applicants;
• Promote the availability of these scholarships;
• Receive applications from interested persons;
• Evaluate applications;

This item was laid on the table by unanimous consent.

Mr. Standlee introduced the following resolution:

Ms. Buehler distributed buttons produced by the Worldcon Promotional Project and discussed the proposal generally. Resolution 2004-02 was adopted by unanimous consent.

Mr. Standlee introduced the following resolution:

Mr. Standlee explained the particular challenges of Interaction’s cash flow; unlike most North American Worldcons, much of IA’s cash will come post-convention in the form of subvention grants. Resolution 2004-03 passed by unanimous consent.

Ms. Morgan announced that the Locus Awards are currently homeless due to a breakdown in negotiations between Locus magazine and the current Westercon. Some general discussion followed, but no action was proposed or taken.

Ms. Fox will investigate prospects for an outing to the San Francisco Zoo as a social event, probably on Sunday, July 18 if everything can be arranged.

The regular meeting in November will be on Sunday, November 14, 2004, at a time and place to be determined. We may want to do another two-day "Open Meeting" that weekend. The consensus was that we would decide this at the July 2004 meeting.

The meeting recessed at 2:37 PM. President Gallaher arrived during the recess and the meeting reconvened with President Gallaher presiding at 2:54 PM.

The President apologized for missing so much of the meeting. As noted in the Call to Order, the President was supposed to be carrying a proxy from Mr. Howlett to Mr. Coe. The President explained that he had left the proxy statement at home, but ruled that the proxy was still valid.

Mr. Siladi appealed the Chair’s ruling on the validity of the proxy. The President spoke in support of his ruling, explaining that he had witnessed the proxy. Mr. Siladi spoke against the ruling, saying that the corporation’s policy has always been "if the proxy isn’t present at the meeting, it doesn’t exist." Ms. Scott spoke in favor of the ruling, saying that we’ve had people designated proxies by telephone after having started attendance at a meeting by telephone.

Mr. Whitmore pointed out the wording in the SFSFC Bylaws at section 4.8.2, which reads, in part, "Proxies must be issued in writing, and are not valid until received by the secretary of the meeting." At this time, the President reversed his ruling and Mr. Siladi withdrew the appeal. Mr. Coe was allowed to stay at the meeting and participate (as is generally the case of any non-member), but could not vote.

Mr. Siladi reported. ConStruction 2004 was postponed due to "real-world issues" in Mr. Siladi’s life. SFSFC has no liability due to the event postponement, nor any revenue, as no memberships had been sold. After discussion, Mr. Siladi moved on behalf of the Committee that the ConStruction Committee be discharged.

The motion to discharge and the value of ConStruction as an event were discussed in a general manner. Mr. Standlee advocated "clearing the corporate deck" of standing committees, noting that ConJosé is scheduled for discharge in July. Ms. Price said that if we discharge the committee, someone else is likely to step in and run a different version of it before we can organize anything else. Mr. Siladi said we should spend more time evaluating our options.

The ConStruction Committee was discharged by unanimous consent.

Mr. Coe asked if there were any outstanding accounting questions. Mr. Siladi said that all accounts have been paid, no liabilities exist, and that he believes there is nothing left to report. The previous ConStruction was in 2001 and had long since been closed out financially.

This resolution was taken from the table. Mr. Standlee spoke in favor. Mr. Siladi supported it and expressed his hope that we would make this an ongoing scholarship. Ms. Price raised questions about the exact wording of the resolution

Mr. Whitmore moved to strike out the percentages from the last clause of the resolution, saying that the order of listing was the relative weight and that specific weighting was unnecessary. Mr. Standlee said that he thought giving specific weights would help the committee make decisions. The motion to amend, striking out the percentages, passed on a vote by show of hands.

Ms. Price moved to amend by inserting "and demonstrate how it would benefit San Francisco Bay Area conventions" after "SMOFcon" in the "Ability" clause. This amendment passed by unanimous consent.

Ms. Fox moved to strike out "preferred" and insert "required" in the "Geographic Preference" clause. The amendment failed for lack of a second.

The resolution in its final form read as follows:

• Prepare standard forms for scholarship applicants;
• Promote the availability of these scholarships;
• Receive applications from interested persons;
• Evaluate applications;

Resolution 2004-01 passed by unanimous consent.

The President appointed Mr. Standlee, Mr. Whitmore, and Mr. Clark to the SMOFcon Scholarship Committee.

Mr. Clark introduced the following resolution:

Several directors spoke informally in favor of this resolution. Resolution 2004-04 passed by unanimous consent.

The Board received a grant request from the Clarion Writers’ Workshop. After the Board reviewed the supporting documentation in the request, Mr. Siladi moved the adoption of a resolution to issue a grant. There was some discussion of whether it should be a straight grant or a matching grant; by unanimous consent, the Board agreed that is should be a matching grant, and the form of the resolution was therefore as follows:

As proposed, there was a blank for the grant amount. Proposals to fill the blank were $2000 (failed 4-5), $1000 (passed 7-2), and $500. [Note 4] When filling blanks to spend money, you vote on them in descending order.

Resolution 2004-05, with the blank filled as shown in the text above, passed by unanimous consent.

The Board received a document from SpecConf, a speculative fiction writers’ conference proposed for fall 2005. The document contained no actual requests of SFSFC nor did the Board propose any actions resulting from the document.

The Board received a proposal to underwrite the creation of a web site that would "act as sort of Craigslist for SF & F fandom. The web site would have a calendar of events/meetings for all of the Bay Area and (as possible) Northern California conventions, fan clubs, general SF clubs, libraries, bookstores, etc." The proposal included a potential revenue stream from advertising with the intention of making the site eventually self-supporting. Projected expenses for an initial 2-year trial would be:

Domain registration: $59.80
Domain hosting: $669.60
Webmaster stipend: $2,400

Total request: $3129.40

Mr. Cratz moved [2004-06][Note 5] the adoption of the Clearinghouse Web Site proposal. Mr. Daverin (who actually wrote the proposal) addressed specifics of the proposal. Mr. Siladi spoke against the proposal on the grounds that the corporation should not pay a stipend to a web site maintainer, even if the site itself is a good idea. He then moved to postpone motion 2004-06 indefinitely. Mr. Standlee spoke in favor of the indefinite postponement, and explained its procedural effects.

The motion to postpone motion 2004-06 indefinitely passed by unanimous consent.

The meeting recessed at 4:11 PM and reconvened at 4:29 PM.

Mr. Siladi moved the adoption of the following motion:

Mr. Siladi spoke in favor of the motion, citing Mr. Standlee’s long service to SFSFC including his co-Chairmanship of ConJosé, and saying that such a reception would encourage others to give of themselves and would raise the image of SFSFC.

The members of the Board displayed considerable amusement at Mr. Standlee’s apparent speechlessness over this proposal.

Motion 2004-07 was adopted by unanimous consent, Mr. Standlee recusing himself from the vote.

Mr. Siladi moved the adoption of the following motion:

Mr. Siladi spoke in favor of the motion, recapping Ms. Daugherty’s achievements, including her Chairmanship of Westercon 53 under SFSFC sanction.

Mr. Whitmore expressed his concern about establishing a precedent we may not want to repeat should we adopt this motion. Mr. Siladi further recapped Ms. Daugherty’s accomplishments and said that he did not think a "slippery slope" applies here. Mr. Standlee said that if Ms. Daugherty were being honored at a Westercon, NASFiC, or Worldcon, he thought there would be less reluctance from the Board. Mr. Gallaher said he believed that Ms. Daugherty’s contributions are worthy of recognition. Ms. Price moved to amend the motion by substitution as follows [Title assigned by Secretary]:

Mr. Standlee moved to strike out "sufficient funds" and insert "up to $500." This amendment was adopted by unanimous consent.

Ms. Price said that a program book ad endures longer. Mr. Clark said that the Loscon program book is not an especially elaborate document. Ms. Cobb said that it still would be more likely to be remembered. This led to an informal discussion of other ideas for honoring Ms. Daugherty, including a special art print or framing the ad in the program book for presentation.

Mr. Clark moved to amend the substitute by adding "and to sponsor a flavor of ice cream at the convention’s Ice Cream Social in her honor." After minor discussion, this amendment passed by unanimous consent, and the final version of the proposed substitute was therefore:

The motion to amend by substitution passed by unanimous consent. Motion 2004-08, as amended, passed by unanimous consent, Mr. Cratz (proxy for Ms. Daugherty) recusing himself from the vote.

VegaCon is a new SF convention scheduled for October 22-24, 2004 in Las Vegas NV. The Board received a grant request for $750 to cover the costs of their art show. The Board considered the following motion [The Secretary neglected to record which member moved it.]:

Ms. Fox moved to strike out $750 and insert $500. Speaking in favor of the amendment, she said she’s hesitant to give this much money to a startup convention up front. Informal discussion of convention startup costs followed. Ms. Scott said she didn’t think $500 would be enough. Without objection, Ms. Fox withdrew the amendment.

Mr. Coe suggested that if we make such a grant, we be sure we get sponsorship credit for doing so. Mr. Cratz spoke in favor of the grant proposal, noting that Elayne Pelz will run the show and that Ms. Pelz is well known as a fiscally responsible convention runner. Ms. Cobb asked, "When did Las Vegas move to the Bay Area?" Mr. Clark moved to change the form of the motion from granting money to VegaCon to directly sponsoring the VegaCon art show; this motion failed for lack of a second.

Motion 2004-09 passed by unanimous consent

Mr. Siladi moved the adoption of the following motion:

The President noted that Mr. Cratz has been hosting the corporate web site and e-mail for both SFSFC and ConJosé for many years at his own expense, and that this would partially compensate him for having done so. Motion 2004-10 passed by unanimous consent, Mr. Cratz recusing himself.

Ms. Price moved the adoption of the following motion:

Note that this motion establishes an ad hoc (not standing) committee, which is automatically discharged at the conclusion of the next regular meeting unless continued by positive action.

Ms. Price spoke in favor of the motion. Mr. Coe also spoke in favor, saying he thought it important to keep momentum going. Motion 2004-11 passed 5-3 on a vote by show of hands. The President announced that he would appoint members to the committee soon and advise the Board of the appointments.

Ms. Price moved the adoption of the following motion:

Ms. Price spoke in favor of the motion, saying that the committee would sort through the many proposals and make recommendations to the next Board meeting. Mr. Standlee spoke against, saying that the entire Board should be considering the proposals. Mr. Siladi spoke in favor, saying that we needed a leader to shepherd the process. Mr. Standlee moved to amend the motion by striking out "Open Meeting Results Study Committee" and inserting "Committee of the Whole on Open Meeting Results and Recommendations, Jan Price presiding." The amendment passed by unanimous consent.

Motion 2004-12 thus read, as amended:

Motion 2004-12, as amended, passed by unanimous consent.

Mr. Standlee moved the adoption of the following motion:

Motion 2004-13 passed by unanimous consent.

This meeting is scheduled for 1 PM, July 17, 2004, at a location to be announced, probably in Fremont.

By unanimous consent, the meeting adjourned at 5:45 PM.



Kevin Standlee
Secretary

The ConJosé committee has accomplished all of its remaining major goals except for the cleanup and disposal of assets, and is continuing to work on its post-convention duties.

We continue to expect to have all tasks completed by the end of fiscal year 2003-2004. The committee’s charter expires at that time, and the committee expects to "hand over the keys" 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 March 5, 2004 was submitted to the Board under separate cover. The committee expects to return a surplus of at least $10,000 to the Board of Directors upon our discharge, depending on grant instructions we may receive between now and our discharge, and depending on how many people take advantage of our "level playing field" reimbursement offer. No major outstanding bills remain unpaid. All significant expenses have been paid.

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

• Pass-Along Funds. We have paid all of our Pass-Along Funds commitments, totaling approximately $13,000 per each of our three successors, with the exception of a small amount due to Noreascon 4. $1000 is still outstanding to N4 because we are going to ship a display case to them with CJ paying the estimated $808 shipping costs out of N4’s share of their PAF. Once that palette is shipped, Cindy Scott will send N4 a check for the small remaining balance.
  
  MilPhil did not declare "Bonus PAF," as far as we can tell, but appears to understand that CJ has directed that any PAF that would otherwise go to us should pass forward 100% to our successors. Whether anything ever comes of this is in the hands of the Millennium Philcon Committee generally and Todd and Joni Dashoff specifically.
  
  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.
  
  The WSFS MPC held a meeting at Boskone in February to discuss registration and potential infringement issues. Neither Kevin nor Cheryl was able to attend. We appointed Mark Olson (who is already a non-voting "postal officer" for the MPC) as a temporary representative of ConJosé for that meeting only.
  
  There are a number of interesting things happening on the Mark Protection Committee front at this time, but a full description is beyond the scope of this report. Kevin Standlee would be happy to outline recent developments upon request. None of them have specific impact on ConJosé or SFSFC other than the MPC might come looking for grant money someday to help fund additional registration costs.
• Additional "Level Playing Field" (Policy 004) Expense Reimbursements. This is a repeat of our previous report. 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 set an end date on this of March 31, 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.
  
  Status: On Schedule.
• Post-Con Membership Packages. This mailing, consisting of 710 total packages (620 USA, 90 non-USA; 321 Supporting, 389 Attending), is finished. We mailed the packages during the week of March 1 by Priority, Global Priority, and Air Mail, and initial feedback has been that packages have been arriving in the USA and Western Europe fairly quickly. This was the final major visible major task of the ConJosé Committee. It was a great relief to complete it. It does appear that we avoided being "lapped" by our successor.
  
  Discussion of the details of this mailing led to an interesting exchange on the SMOFS list about the importance of such mailings and how much of the convention’s resources, particularly at-con resources, should go into making sure the mailings happen reasonably soon after the convention.
  
  November Report Goal: December 2003. Status: Closed March 2004.

ConJosé has a rapidly decreasing number of tasks remaining before it is finished in the eyes of Fandom. We have included the projected completion dates we gave last November and the current estimates to give the Board some specific and measurable deliverables.

• 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. Cindy is organizing an inventory list of everything that is surplus to requirements and selling it or otherwise disposing of it as possible. We currently plan to offer much of the equipment to L.A.con IV, the 2006 Worldcon, if they want it. Members of the LAIV committee will be at BayCon, driving from Southern California, and LAIV chair Christian McGuire has expressed eagerness to accept such donations as they think they can use.
  
  November reported goal for start: early 2004. Goal for completion: June 2004. Status: Planned, not started.

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 provided the necessary information for determining the formal membership count, except for the at-the-door members. Goal: April 2004. Status: Ongoing.
• Report to WSFS Business Meeting. As we reported in November, 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.
• Web Site. We are negotiating with the FANAC fan history web site to "pickle" the http://www.conjose.org/ web site and to have FANAC host it for us, possibly in exchange for a one-time payment from us for that purpose. Once moved to FANAC’s servers, we expect no further changes. This will allow us to discontinue the ongoing expense of paying for web service while preserving the convention web site for historical reasons. Note, however, that the conjose.org domain will remain the property of (and responsibility of) SFSFC. The corporation will need to renew the domain the next time it comes up for renewal in August 2006, and should they wish to reuse the name, they could "reclaim" the web site from FANAC. The Committee hopes that SFSFC will help keep the historical web site alive for future interest. Goal: June 2004.

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 or 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.

We are relieved to have completed our last "publicly expected" function aside from ongoing financial reporting — post-con membership mailing. We believe that in the eyes of Fandom (aside from a small number of SMOFS who watch financial reports), ConJosé is over. We will be even more relieved when we dispose of the last of our assets and close the storage locker.

We expect to be able to turn over at least $10,000 and probably 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 and whether we are directed by the Board to pay certain proposed grants; we recommend that if such grants are approved, we pay them so that we can apply them against our WSFS reporting responsibility.) 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 conclude this process and present our Final Report at the next regular meeting.

Kevin Standlee
Tom Whitmore
March 10, 2004

Note 1: Technically, this was an "adjourned regular meeting" under our parliamentary authority. This had no unusual effects on the ordinary order of business, because the Board took no actions in the earlier meeting on Saturday.

Note 2: All votes at this meeting were by show of hands or by unanimous consent. When "by unanimous consent" appears in the minutes, it means that the motion passed by unanimous consent. When "by a show of hands" appears, it means that the vote was taken by an uncounted show of hands. When a vote count appears, it means that the vote was taken by a counted show of hands.

Note 3: Substantially, postponing a motion indefinitely kills it for the duration of the current meeting without taking a direct vote on it. Because most meetings are self-contained sessions (this two-day meeting was an exception), proposals that are postponed indefinitely may be introduced as a new proposal at a subsequent meeting.

Note 4: When filling blanks to spend money, you vote on them in descending order. The first to get a majority fills the blank, and you do not vote on any of the subsequent choices.

Note 5: Although not drafted as a resolution, this proposal was substantial and the Secretary assigned it a motion number for administrative purposes.