Regular Meeting of Board of Directors
Minutes
Saturday,
March 18, 2006,
The regular trimesterly meeting of the Board of Directors of
SFSFC, Inc., met on Saturday,
March 18, 2006, in the Bill Wullenjohn Meeting Room of the Centerville
Train Station,
Several typographical errors were noted and corrected. The minutes of the regular meeting of November 12, 2005 were approved as corrected by unanimous consent.[1]
Several typographical errors were noted and corrected. The minutes of the meeting of directors-elect for the purpose of electing officers on November 12, 2005 were approved as corrected by unanimous consent.
The President had no report.
The Treasurer, Ms. Scott, reported that she had only recently taken charge of the corporation’s records from her predecessor. She distributed financial statements as of the end of the previous fiscal year (June 30, 2005) and as of March 18, 2006. There are still several minor irregularities she is attempting to identify and correct; however, she does not anticipate much difficulty in doing so now that she has the records. The corporate accounts still show the general fund owing ConJosé $254.35, which does not square with the now-closed ConJosé accounts, which showed no accounts payable or receivable. The Treasurer expects to have these issues resolved shortly and will send the directors a corrected set of financial statements soon.
We still do not have an annual report for FY 2004-5, nor have we filed our Forms IRS 990/FTB 199 for that period; however, we have filed for an extension, and the returns are due May 14. The Treasurer will work with our accountant, Michael Schaffer, to make sure the returns are filed on time.
We must maintain a minimum $3000 balance in our “working” checking account to avoid service charges. As our current balance in that account is approaching the $3000 floor value, the Treasurer expects that we will have to cash one of our CDs (one of them matures on March 30). Of course, we have no significant income at this time, so this is not unexpected.
The Secretary, Mr. Standlee, briefly discussed how we will
continue the “pass-through” arrangement concluded with the Calgary West Science
Fiction Association (CWSFA) for the payment of grants recently announced by
CWSFA. (Mr. Standlee is a director and
is Secretary of both SFSFC and CWSFA.) With the knowledge and agreement of the
President and Treasurer, SFSFC agreed to act as agent for CWSFA, parent
non-profit society of Westercon 58. CWSFA will give SFSFC a draft drawn on a
The Secretary also noted that new director lists were available, but that due to his oversight, three of the four directors (those who were re-elected last) November are still shown with terms ending December 2005 instead of 2008.
The Co-Chairmen of ConStruction, Mr. Coe and Mr. Howlett, reported that they have posted the convention program on the website and have the hotel arrangements nailed down, but they need help from the Board recruiting staff, doing promotion, contacting other groups to recruit members, etc. Mr. Howlett said he wanted to try and create a mailing list for people interested in ConStruction; the Secretary reminded him that such a list exists and that he’d told the CS chairs several months ago that it exists and how they could administer it themselves without having to go through someone else.
There was general informal discussion of plans for CS2006. The committee did not at this time propose that its charter be extended to future years. Per Resolution 2004-23 establishing the ConStruction Committee, it will be discharged on June 30, 2007 unless the Board takes other action.
The Committee discussed the results of the 2005
scholarships.
Discussing the general question of whether to continue the
scholarships and for how much they should be, the board noted that this year’s
convention is in
After further discussion, the following resolution was put to a vote.
Resolution 2006-01[2]: SMOFcon Scholarship
Resolved, That SFSFC allocates $1000 for the purpose of awarding up to two $500 scholarships to allow two people to attend SMOFcon, the annual convention for science fiction-convention runners;
Resolved, That the SMOFcon Scholarship Committee created by Resolution 2004-1 is continued as currently constituted;
Resolved, That the Scholarship Committee is directed to:
·
Prepare
standard forms for scholarship applicants;
·
Promote the
availability of these scholarships;
·
Receive
applications from interested persons;
·
Evaluate
applications;
·
Make any
scholarship awards no later than September 30, 2006;
·
Report to the
Board their decisions;
Resolved, That applicants must commit to attend the next SMOFcon and to use the scholarship solely to pay for expenses related to attending the convention such as transportation, hotel, meals, and other travel-related expenses;
Resolved, That the Scholarship Committee shall take the following factors into account in evaluating applications:
1. Interest: Applicants must demonstrate an interest in convention-running;
2. Ability: Applicants must demonstrate that they would benefit from the knowledge (formal and informal) on offer at SMOFcon and demonstrate how it would benefit San Francisco Bay Area conventions;
3. Financial Need: Applicants must demonstrate that they cannot afford to make the trip on their own resources;
4. Geographic Preference: Applicants who live in the SF Bay Area are preferred;
5. New Attendees Preferred: Applicants who have not attended previous SMOFcons are preferred.
Resolution 2006-01 was adopted by unanimous consent.
Mr. Gallaher, chair of the WFCSC, reported that we have
penciled-in dates at hotels in both
The WFC Study Committee was continued to the next regular meeting by unanimous consent.
Ms. Scott, chair of the SiliCon Study Committee, reported on meetings the committee had with representatives of SiliCon. While SiliCon seems to be in a good organizational state, it has a substantial debt to pay off, which makes it difficult for them to raise funds for their designated charity, and the committee therefore recommends that if SFSFC wants to assist SiliCon’s charitable efforts, they make a direct donation to that charity in Silicon’s name. Mr. Lopez reported that their designated charity is currently the Diabetes Society of Santa Clara Valley.
After further discussion, the committee moved the adoption of the following resolution:
Resolution 2006-02: SiliCon Grant
Whereas, the SiliCon science fiction convention, operated by Siliconventions Ltd., a 501(c)(3) organization, is raising money for the Diabetes Society of Santa Clara Valley; and
Whereas, SFSFC would like to assist SiliCon; therefore, be it
Resolved, That SFSFC grants $250 to the Diabetes Society of Santa Clara Valley in the name of SiliCon/Siliconventions Ltd.
Resolution 2006-02 was adopted by unanimous consent.
The SiliCon study committee is automatically discharged at the conclusion of this meeting.
The meeting recessed at 12:33 PM and reconvened at 12:45 PM.
Mr. Howlett no longer lives near Laurie, but is arranging to
have his uncle in
Mr. Howlett is going to
Observing that Mr. Howlett needs to have us establish a standing committee so that he has a mechanism for actually bidding for the event, Mr. Standlee moved the following resolution:
Resolution 2006-03: Harry Potter Symposium
Resolved, That there is established an HPEF Committee as a standing committee of SFSFC, per section 6.1 of the SFSFC Bylaws; and
Resolved, That the HPEF Committee is directed to bid for, and if awarded the bid by Harry Potter Educational Fannon, operate the 2008 Harry Potter Symposium.
After discussion of procedural implementation details (directors were referred to Standing Rule 1), Resolution 2006-03 passed on a vote by show of hands.
The President appointed Craige Howlett as chair of the HPEF Committee, per section 6.2 of the Bylaws. This appointment was ratified on a vote by show of hands.
The Secretary reminded the newly-appointed committee chairman of the document “Procedures for Lifecycle of a Standing Committee,” which should govern relations between the HPEF Committee and the corporation.
Mr. Howlett, had been investigating a bid to host the
SMOFCon conrunning conference. After investigation, he suggested that we
cooperate in a “joint bid” for the 2008 convention in
Mr. Standlee reported that our web site and e-mail lists have been relocated to Pair.com, our domain names have been renewed through 2011, our web site has been completely redesigned, and several people have the “keys” to the site and e-mail lists and can make modifications to it, the idea being to make things less susceptible to bottlenecks on specific individuals. The Board thanked Cheryl Morgan for redesigning the web site.
Some discussion of technical issues with the web site and e-mail lists followed.
The President raised the issue of whether we want to undertake changes in our corporate structure. Mr. Standlee explained the OSFCI structure, whereby people who work on OSFCI events earn “points” toward corporate membership, and that those members who do not continue to work eventually “deadwood” and are dropped automatically from membership. Should SFSFC wish to move toward such a structure (which would result in a larger corporate membership that met annually and a smaller board of directors elected by the members), we would need to have regular events that generated the necessary “work points” to keep producing new members. There was further general discussion of what this might entail; however, no action was taken at this time.
Mr. Standlee reported on the current state of the SF-lovers
web site and the associated
Resolution 2006-04: SF-Lovers Grant
Resolved, That
SFSFC pledges $50 to Massachusetts Convention Fandom Inc. (MCFI) toward the
costs of preserving the
Resolution 2006-04 passed by unanimous consent.
The regular meeting for July was scheduled for Saturday, July 15, 2006, 6 PM, during ConStruction, the previously-noted conflicts with ConStruction having been resolved.
This meeting will, as previously decided, be Saturday, November 11, 2006, 11 AM, at the Centerville Station Wullenjohn Meeting Room.
By unanimous consent, the meeting adjourned at 1:39 PM.
Kevin Standlee
Secretary
[1] All votes at this meeting were 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 show of hands” appears, it means that the vote was taken by a uncounted show of hands, the members participating by conference call responding “aye,” “no,” or not responding as appropriate.
[2] Formally recorded motions and resolutions are presented with numbers continuous through each calendar year, and are assigned by the Secretary.