[Board] Fwd: Board meeting notes

[Matt Arnold]

It's OK for me to post the minutes of the Board meeting publicly to
the blog, right?
-Matt

---------- Forwarded message ----------
From: Molly de Blanc <molly.deblanc at gmail.com>
Date: Oct 26, 2007 12:24 PM
Subject: RE: Board meeting notes
To: Matt Arnold <matt.mattarn at gmail.com>


Sorry, it's been one of those weeks.

October 20, 2007
Penguicon Board of Directors

Note: X:Y:Z, aye, nay, abstained.
All name lists will be in alphabetical order by last name

I. Present
       a. Patricia Altergott
       b. Chuck Childs
       c. Garrett Kajmowicz
       d. Jordan Malakofski
       e. Marcus Watts
       f. Observers
               i. Matt Arnold
               ii. Molly de Blanc
               iii. Steve Gutterman
               iv. Ron Wilson
               v. Tracy Worcester
               vi. Andy Vinton
II. Childs calls it to order at 5:45pm
III. Old Business
       a. Susan Harris tendered her resignation
       b. Motion to accept by Childs
               i. Kajmowicz seconds
               ii. 5:0:0 vote accepting resignation
               iii. Passed
IV. New Business
       a. Any existing members who would like to resign?
               i. Altergott puts forth her resignation.
               ii. Childs accepts
               iii. Kajmowicz seconds
                       1) 4:0:0
               iv. Tracy thank Altergott for her time on the board.
               v. Watts expresses his desire to tend his resignation at the
conclusion of this meeting.
               vi. Altergott removes herself from this meeting.
       b. Current board membership of four, all present and have voting
privileges.
       c. Kajmowicz moves to read through an vote on new by-laws.
               i. Malakofski moves to reword Article 3 Section 1 to "no
more than five"
                       1) Should this be switched to a Board of seven?
                       2) No
                       3) Instead we should publicly announce and publicize
Board Meetings
               ii. Change agreed upon and enacted.
               iii. Childs moves to add that in the event the Board removes
the ConChair from power, unless someone else is named new ConChair before
the close of business, the President of the Board defaults as the ConChair.
                       1) Added to Article 5 Section 8. This can occur by a
vote of 2/3 by the Board.
               iv. Article 4 Section 5 reworded to "...scheduled meetings
according to by-law."
               v. Penguicon is officially not a member organization
                       1) It is possible that it may be worth is to switch
to a member organization at some later point in time
                       2) This would make it easier to give out alcohol, as
a non-member organization giving out alcohol is a grey zone.
               vi. Watts suggests an emergency meeting clause.
                       1) Childs requests a set of rules for calling and
organizing an emergency board meeting.
                       2) Set of circumstances in which an emergency board
meeting may be called
                               a) Ex. Last to regularly scheduled board
meetings have not achieved quorum.
                       3) At an emergency meeting in order to pass a motion
a majority of the whole of the current serving board must affirm.
                               a) Emergency meeting minutes must be
published within 72 hours to the entire board.
                               b) Any motions passed at an emergency board
meeting must be reaffirmed at the next scheduled board meeting.
               vii. Article 7 Section 5, Periodic Report
                       1) Referring to any periodic report or form legally
required.
                               a) Like tax returns. We need to fill out tax
returns.
                               b) And a yearly restatement of corporate
officers.
               viii. We need to take care of the iterative loop of
President becoming con chair and then simultaneous kicking off the board.
               ix. Motion to accept raised by Childs
               x. Seconded Kajmowicz
               xi. Passed at 6:49pm, 4:0:0
       d. New Board Member Voting
               i. Volunteers
                       1) Molly de Blanc
                               a) Will not volunteer herself, but if she is
asked she will step up.
                       2) Steve Gutterman
                               a) Former Con Chair and former Board Member
(legacy, yay!) Legal issues and contract experience. He volunteered to be
organized and in charge of paperwork and by-laws n'at. Gutterman has never
legeted a tet.
                       3) Ron Wilson
                               a) Actually has been on UNIX/Linux groups
board, been in fandom,  and is in charge of at con registration. Rob is
representing himself, not anyone else.
                       4) Tracy Worcester
                               a) Likes to boss people around and former
Board Member and former Con Chair. (More legacy!)
               ii. Voting
                       1) Gutterman or Wilson
                               a) Vote between the two.
                               b) 3:0:3
                               c) 7:41pm, motion passed
                       2) Worcester
                               a) Childs moves to vote
                               b) Watts seconds
                               c) Passed 4:0:0
                               d) At 7:37pm Worcester accepts
               iii. Secretary
                       1) We need to pick a secretary who will make
meetings happen, etc.
       e. Next meeting
               i. As of 7:43pm next meeting at November 17th.
               ii. Worcester moves.
               iii. Childs seconds
               iv. Passed 4:0:1
               v. Worcester is going to wrangle Gerald and Jessica to
create a finalized budget.
       f. Budget
               i. Malakofski moves to create a set budget for advertising
to be passed down year to year. Will be discussed at the next Board Meeting.

       g. Watts's resignation
               i. Moved by Childs
               ii. Seconded by Watts
               iii. Passed at 7:46pm 5:0:0
V. Kajmowicz moves to adjourn
       a. Childs seconds
       b. Passed 7:47pm, 5:0:0

-----Original Message-----
From: Matt Arnold [mailto:matt.mattarn at gmail.com]
Sent: Friday, October 26, 2007 9:10 AM
To: Molly de Blanc
Subject: Board meeting notes

Molly,

Can you send me the notes you took of the Board meeting?

-Matt