Special Meeting of Board of Directors
Minutes

Saturday, September 17, 2005, Centerville Train Station, Fremont, California

1. Call to Order

A special meeting of the Board of Directors of SFSFC, Inc., met on Saturday, September 17, 2005, in the Bill Wullenjohn Meeting Room of the Centerville Train Station, 37260 Fremont Blvd., Fremont CA 94536. The meeting was called to order at 12:04 PM, President David Gallaher presiding and Secretary Kevin Standlee recording. Members present (*by conference call): James Briggs*, Wolfgang Coe, Crickett Fox, David Gallaher, Craige Howlett, Cindy Scott, Kevin Standlee, Tom Whitmore*. Members absent: David W. Clark, Nancy L. Cobb, Jan Price. Proxies: Nancy L. Cobb to Cindy Scott (unrestricted). Others present: Mike Higashi.

2. Special Committee Reports

2.1. ConJosé Asset Management Committee

Mr. Standlee reported that he had on behalf of the CJAM Committee presented ConJosé’s Final Report to the WSFS Business Meeting at Interaction in Glasgow, and that we received the meeting’s thanks and applause. Cindy Scott reported on the challenges of getting Bank of the West to actually close the ConJosé bank account. On a motion by the Committee, the ConJosé Asset Management Committee was discharged with the corporation’s deepest appreciation and applause.

Mr. Standlee observed that this is the first time since July 1996 that this corporation has not had a committee bidding for a Worldcon, managing a Worldcon, or cleaning up after a Worldcon.

2.2. SMOFCon Scholarship Committee

The committee reported that they received six applications. To facilitate the Board discussing the individual applications, the committee moved to go into Executive Session. The motion passed and the meeting went into Executive Session at 12:11 PM.

[Proceedings held in Executive Session are private and not published. Members of the Board of Directors are cautioned that they are on word of honor not to divulge the proceedings held in Executive Session. The minutes of the Executive Session are in a separate document distributed only to members of the Board of Directors or their proxies.]

The Executive Session ended at 12:20 PM, having adopted the following motion:1

Motion 2005-07:

Moved, To award, based on the advice of the SMOFCon Scholarship Committee, $300 scholarships for the purpose of attending SMOFCon 23 to Michael Higashi and William Warriner, subject to their acceptance, and

Moved, That should a recipient decline their award, the SMOFCon Scholarship Committee is authorized to designate an alternate recipient from among the remaining applicants.

The results of the session (the motion adopted above) were temporarily held under embargo pending the acceptance of the award recipients, but the Committee was directed to publicize the results once the recipients accepted their awards.

The SMOFCon Scholarship Committee’s charge is through the next regular Board of Directors meeting.

3. Unfinished Business

3.1. HPEF Symposium 2008

Mr. Howlett reported on the study of putting in a bid to host the 2008 Harry Potter symposium sanctioned by Harry Potter Educational Fannon, Inc. As no decisions regarding this event are needed now, further discussion was deferred to the November regular meeting.

3.2. World Fantasy Convention 2008 or Later

Mr. Gallaher reported on the study of putting in a bid to host a World Fantasy Convention in 2008 or later. For the target dates for a 2008 WFC, San Francisco hotels are mostly booked up with events, while the Fairmont San Jose is available. 2009 appears to be more available in both San Francisco and San Jose.

There was informal discussion of the site selection process and whether the corporation should fund any travel expenses to allow an official representative to attend the 2005 WFC in Madison WI.

Mr. Standlee introduced the following resolution:

Motion 2005-08:

Resolved, That there is created a World Fantasy Convention Study Committee as a special committee of the corporation;

Resolved, That the Committee is directed to study the prospects for a Bay Area World Fantasy Convention in 2008 or later; and

Resolved, That _______ is appropriated to the Committee for the purpose of paying for one or more representatives to attend the 2005 World Fantasy Convention in Madison WI and to discuss the prospects for a Bay Area WFC with the WFC Board of Directors.

There was informal discussion of funding requirements and goals, including the question of whether we want to even consider a WFC at all.

On the question of filling the blank with a specific amount of money, the suggested amounts were $200, $500, $750, and $1000. $1000 failed on a vote by show of hands.2 $750 failed on a vote by show of hands. $500 was adopted on a vote of 5-2.

Resolution 2005-08, with $500 appropriated, was adopted on a vote of 5-2.

The President appointed David Gallaher (himself) as Chairman of the WFC Study Committee.

3.3. SMOFCon 2008 or later

Mr. Howlett reported that he and Glenn Glazer intend to present proposals to SMOFCon 23 in Portland. As no decisions regarding this event are needed now, further discussion was deferred to the November regular meeting.

4. New Business

4.1 Grant Request: OSFCI/SMOFCon Speaker

Mr. Standlee introduced a resolution issuing a matching grant to Oregon Science Fiction Conventions, Inc. (OSFCI) to help fund a guest speaker for the SMOFCon convention running conference that OSFCI is hosting this coming December. The main text of the resolution as finally adopted is shown later in these minutes. The portion of the resolution under debate read:

Resolution 2005-09: SMOFCon Grant

Resolved, That SFSFC shall match grants to Oregon Science Fiction Conventions, Inc. (OSFCI) for the purpose of funding a professional meeting planner to give presentations at SMOFCon 23, at a rate of $1 per $3 pledged by other organizations and individuals, to a maximum total grant of $250.

A statement from Patty Wells of OSFCI including the argument for inviting the speaker was sent to the directors prior to the meeting and is included as an appendix to these minutes.

There was some discussion of how a matching grant would work if all of the other organizations being solicited also gave only matching grants.

Mr. Briggs moved to make the grant a straight grant of $250 rather than a matching grant. After debate on the merits of a straight grant versus a matching grant, Mr. Briggs’ amendment was adopted 4-3 on a vote by show of hands.

The resolution as amended thus read in its final form as follows:

Resolution 2005-09: SMOFCon Grant

Whereas, SMOFCon is an annual conference on the organization of science fiction conventions; and

Whereas, SMOFCon 23 will be held in Portland, Oregon over the weekend of December 2-4, 2005; and

Whereas, The parent organization of SMOFCon 23, Oregon Science Fiction Conventions, Inc. (OSFCI), a non-profit 501(c)(3) organization, is requesting grants to assist in paying the cost of a professional meeting planner to give a presentation at the 2005 SMOFCon; and

Whereas, Many organizers of science fiction and fantasy conventions from the San Francisco Bay Area attend SMOFCon; and

Whereas, The SFSFC Board of Directors believes that supporting OSFCI and SMOFCon would be a valid use of SFSFC's 501(c)(3) funds in keeping with our primary objective "To promote science fiction and fantasy in all its forms..." as stated in the SFSFC Bylaws; now, therefore, be it

Resolved, That SFSFC grants $250 to Oregon Science Fiction Conventions, Inc. (OSFCI) for the purpose of funding a professional meeting planner to give presentations at SMOFCon 23.

Resolution 2005-09 was adopted on a vote by show of hands.

5. Announcements/Future Meetings

5.1. November 2005

The November regular board meeting is currently scheduled for Saturday, November 19, 11 AM, Centerville Train Station Wullenjohn Meeting Room; however, this date may prove to be problematic for some directors, particularly those who were unable to attend the July meeting and therefore were unaware of the decision made then. The President will consult with the directors (especially those who live outside of the Bay Area) and announce a decision on the November meeting date soon. The Wullenjohn Room is available for both November 12 and 19, and the President has tentatively booked both dates pending a decision on the November meeting.

The President reminded all directors that officer elections will take place after the election of new directors at the November meeting, and that the current Secretary has announced that he would prefer not to serve another term.

5.2. Press Releases

Mr. Standlee announced that he will prepare press releases announcing the discharge of the ConJosé committee and of the SMOFCon Scholarships pending acceptance by the recipients, and that he will include the grant to OSFCI in the latter if OSFCI does not object.

6.0. Adjournment

By unanimous consent, the meeting adjourned at 1:24 PM.



Kevin Standlee
Secretary

[Approved: November 12, 2005]

Notes:

1. Motions and resolutions are presented with numbers continuous from the sequence started earlier in the year. The Secretary renumbered the motions and resolutions after the meeting; therefore, the numbers shown here are not necessarily those used during the meeting.

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. Because two directors attended by conference call, their "show of hands" votes were taken by a call of "aye" or "no" as appropriate. Per SFSFC Bylaws, proxies held by other directors are counted only on roll call votes.

 

Appendix 1: Statement by Patty Wells regarding Resolution 2005-09

Dear folks,

Kevin let me know how to phone in to your board meeting, which I very much appreciate. However, I’m supposed to be spending all weekend at the Orycon program frenzy, and I’m still recovering from complications from some oral surgery and am far from 100%. Kevin has email I sent before on Tyra Hilliard, but in case I’m not functional I wanted to add this information on why a guest speaker for a Smofcon.

I have done program for a few Smofcons before and never felt the need for an outside speaker. However, my perspective is different this year. Orycon and our gaming con lost the hotel we’d been in for well over a decade. Through the joys of being a volunteer I ended up taking point on hotel search and negotiation. This meant I spoke to a dozen hotels in the spring and gathered as much information on contracts as I could. It had been a few years, and it became glaringly obvious to me that the chains are moving towards having more non-negotiable legal language. What was strangest was how little some of the sales managers understood it, and how much what was non-negotiable from chain to chain. It meant that reading contracts to evaluate what it will really cost seems to be a faster moving target than it used to be.

I commented on this to Ben Yalow, at right about the time he had just met Tyra at a conference.

Tyra's the chair of the Apex contracts committee, which is an industry wide committee developing the new industry standard hotel contract that it's expected that most hotels will be using as a baseline over the next few years, and she speaks about the new standard contract, how its development is going, and how it's likely the industry will be going in terms of contracts and negotiations.

And, as I say, some chains are starting to make more of their contract sections non-negotiable. We have a couple of professional meeting planners in our set, but her experience is exactly in the area that I think is most important for our convention contracts. Understanding where the industry is going in what continues to be a challenging economic time, from an industry's expert, is something that anyone likely to be negotiating contracts in the future is likely to want to know.

And she’s a professor. I teach college only for immigrants and business college students, but I know how much that can help in terms of teaching the fine art of taking difficult concepts and pulling out absolutely the most useful material.

If we hadn’t taken the hits we have so far this year, and wasn’t breaking in a new hotel on a date that had to conflict with World Fantasy Con, I’d add it into my budget. But the good news is I found the ideal speaker, in the bad news year when it’s not fiscally responsible for me to ask for the extra money here. And so I very much appreciate your adding this to your agenda.

Patty Wells

Attached [See Appendix 2] is an article on her appointment as associate professor at ULV

Appendix 2: UNLV’S Hotel College Appoints New Associate Professor

Accessed from: http://www.conworld.net/absolutenm/anmviewer.asp?a=463&z=13

Thursday, June 23, 2005 -

The William F. Harrah College of Hotel Administration at the University of Nevada, Las Vegas (UNLV) recently appointed Tyra Hilliard as associate professor of meetings and conventions.

Hilliard joins UNLV's faculty with more than fifteen years in the hospitality and tourism industry. She has been engaged in teaching and training in the area of meetings and conventions for over ten years.

"We are thrilled to have Tyra Hilliard join our team," said Patti Shock, professor and chair of UNLV’s Hotel College’s Tourism and Convention Administration department. "Her expertise and experience in hospitality and tourism are exceptional and I am sure she will quickly prove to be an invaluable asset to our college."

Prior to joining UNLV, Hilliard was the assistant professor of tourism and hospitality management at The George Washington University where she was responsible for teaching on-campus and online graduate and undergraduate courses including conference and expositions, convention and meeting management, event management and risk management for events and meetings. She also was the advisor for 40 event and meeting management concentration graduate students.

Also, while at The George Washington University, Hilliard was the executive director of the International Institute of Tourism Studies, managing the chartered research institute housed in the department of tourism and hospitality management. She supervised three to six staff and managed a $1.2 million annual budget.

In addition, Hilliard is the chair of the Convention Industry Council's APEX Contracts Panel and was recently appointed chair of the Professional Convention Management Association Council on Education. She was named one of the 25 most influential people in the meeting industry according to Meeting News in 2004.

Tyra Hilliard earned a B.A. in business administration at Georgetown University, an M.A. in education and human development (tourism administration) at The George Washington University, a J.D. at Georgia State University School of Law and is currently pursuing her Ph.D. in human environmental studies (hospitality & tourism administration) at Oklahoma State University.