Annual General Meeting Meeting
Smith Memorial Student Union, PSU Campus
February 4, 2008
ATTENDING: Arthur Aldridge (OSFCI Treasurer), John Bunnell, Mark Burns, Steve Criss, Debbie Cross, Aaron Curtis (OSFCI President), Page Fuller, Sam Justice (OSFCI Attorney), Melvin Krehbiel, Tammy Lindlsey, David Lohkamp, John Lorentz (OSFCI Secretary), Doug Nibler, Andrew Nisbet III, Mary Olsen, Michael Pinnick, Daniel Reitman, Ruth Sachter, Debra Stansbury, Ryan Stoneburg, Marc Wells, Patty Wells, Pam Wilsonsage, Paul Wrigley, and Joyce Zimmerschied.
Proxies (held by): Rodney Barnes (Doug Nibler), Beverly Block (Debra Stansbury), Sara Bryant (Andrew Nisbet III), Cecilia A. Eng (Andrew Nisbet III), James Fiscus (Andrew Nisbet III), Jana Ford (Pam Wilsonsage), Bethany Heramia (Aaron Curtis), David Levine (John Lorentz), Rachel Madsen (Debra Stansbury), Kamila Miller (John Lorentz), Aaron Nabil (Aaron Curtis), Alan Olsen (Mary Olsen), Monica Olsen (Mary Olsen), Linda Pilcher (Patty Wells), David Schaber (Aaron Curtis), Heidi Schaub (Aaron Curtis), Ann Stansbury (Debra Stansbury), Shawn Wall (Andrew Nisbet III), John Williamson (Patty Wells), Khayl Williamson (Patty Wells) and Ben Yalow (Patty Wells).
OSFCI membership was accepted by Sarah Bryant, Jana Ford, Ryan Stoneburg, Khayl Williamson. David Schaber has rejoined OSFCI.
There were enough people present or represented by proxy to pass bylaw changes (43 members were represented, out of 78 members total).
The meeting started at 7:33PM, Aaron Cell Phone Time. This was the shortest year ever (because of the change in the date of the Annual General Meeting), so Aaron's goal was to make this the short AGM ever.
I. Minutes of Previous Meeting
The minutes were distributed with the mailing of the meeting announcement (and are available on the web site). There were no corrections needed and the minutes were accepted. However, Paul Wrigley mentioned that the minutes stated that OSFCI's "all the tax and registration forms are up-to-date," was found later not to be the case.
II. Treasurer's Report (Arthur Aldridge)
We had some interesting events this year. We discovered during the year that the 2002, 2005 and 2006 tax forms had not been filed on time, and we paid varying penalties on those. 2005 cost us about $3,800 (which was later refunded), and an $800 fine for 2006 (which was also refunded). We also paid over $5,000 for 2002 (a refund has not been applied for yet on that fine).
He is putting together an estimate for the 2008 budget.
Dan Reitman: If we were late on our taxes, how did we get a refund? Did we overpay the penalty? Arthur: The IRS will usually refunds the late fee (and it's a late fee, not taxes–they charge $20 a day for every day the form is filed late) if you send a letter explaining why the filing was late. We paid the late fees immediately (after we were informed about them by the IRS), and sent the letters requesting the refunds afterwards. Patty Wells: We owe thanks to Mike Glyer (a fan writer and an IRS agent) for his advice. When Patty asked told him what had happened, it was his suggestion to write the letters to explain the circumstances and ask for refunds. Page Fuller offered to send the letter requesting the refund for 2002, since she knows the circumstances on why that filing was late. Aaron pointed out that the letter does need to sign by an OSFCI officer.
Arthur said that OSFCI is up-to-date now (really!) and he has begun preparation for the 2007 filing and hopes to have it ready soon. So far, he's received the end-of-year statements from Potlatch, the Petrey Fund and the Clayton Fund. He's met with the OryCon 29 Treasurer, but more work needs to be done there. He is still waiting for information from the Endeavour Award and GameStorm. The forms are due May 15th, and he is hoping to have them ready to file long before then. Paul Wrigley: We need to have financial statements from three OryCons–OryCon 28, OryCon 29 and OryCon 30–since all three operated during 2007, as well as two GameStorms.
III. President's Report (Aaron Curtis)
It's been a busy year.
We subsidized Beverly Block's trip to ConComCon (C³) last June in order to increase her abilities as chair (she had been chosen as the chair for the upcoming GameStorm 10).
Approximately at the same time, we received the notices from the IRS about the late tax filings. After some discussion, Aaron asked for John Williamson's resignation as the OSFCI Treasurer. Arthur Aldridge volunteered to step into the position. We wrote a letter to the IRS to explain the reason for the late 2005 filing, and they refunded the fine (with interest!). About the same time that we received the refund for 2005, we also received the notices for the fines for 2002 and 2006.
We had an OryCon. It went well.
We had two bids for OryCon 30. The bid from Michael Pinnick and Melvin Krehbiel was accepted. The other bid came from Kamila Miller and Kai Jones, and they were encouraged to bid again for OryCon 31.
In December, Arthur investigated new web hosting services for our web sites, and has come up with a new service (Dreamhost) that will save us several hundred dollars.
At this time, Aaron asked Patty Wells to report on the status of hotels. Patty: We're settled in for OryCon for 2008 (at the Marriott). The 2009 offer from the Marriott was startlingly horrible. She is now meeting with the sale director on Friday to see if it's possible to come up with a workable agreement. Meanwhile, Aaron and John Lorentz are approaching other hotels as a backup. We can probably work out something with the Marriott for 2009, but after that they will be too upscale.
The 2008 GameStorm will be back at the Red Lion Inn at the Quay, after the Sheraton Airport (which hosted GameStorm in 2007) sold out the space from under them. The only space that the Sheraton offered them would have been in May.
Paul moved that we accept the President's Report. The motion passed unanimously.
IV. Election of Board of Directors
Patty: It would be really, really good that anyone who wants to be a Board member to expect to work once they join the Board, such as taking on obtaining the insurance, keeping track of the records or helping Arthur keep the books. As along as you expect to work, being on the Board is a fun job. Aaron: There is a weakness in our current structure. What's needed is not a Bylaws change but an attitude change. The majority of the members of OSFCI prefer that the officers take care of everything during the year, and tell the members at the Annual General Meeting. It would be good if more of the members would take on tasks for OSFCI, as well as the individual conventions.
Paul: It would lessen the workload if the management agreements were enforced, especially in regards to financial statements. Debbie Cross: Keep in mind when you cast your votes–don't vote based on who you like, or who your friend is, but who is going to do the job once they're on the Board. Andrew Nisbet: Remember, the Bylaws to give the Board the ability to appoint additional officers to help spread the work. (In answer to a question–any officer, appointed or elected, only serves until the next Annual General Meeting.)
There were 43 people represented (either in person or by proxy). It takes 22 votes to elect someone to the Board.
The continuing members of the Board (terms don't expire until 2009) are: Beverly Block, Mark Burns, Michael Pinnick and Patty Wells. Six members have terms which expire with this meeting: Arthur Aldridge, Aaron Curtis, John Lorentz, Andrew Nisbet, Linda Pilcher and Debra Stansbury.
The Board nominees were:
- Arthur Aldridge
- Aaron Curtis
- Tammy Lindsley
- David Lohkamp
- John Lorentz
- Andrew Nisbet
- Devlin Perez
- Debra Stansbury
There was discussion on whether we wanted to elect only five people to two-year terms, and appoint a sixth to a one-year term, getting back to a 5/5 split. It was decided to go ahead and elect six Board members.
Arthur Aldridge, Aaron Curtis, Tammy Lindsley, John Lorentz, Andrew Nisbet, and Debra Stansbury were elected to two-year terms, ending in 2010. In a voting irregularity, although there were only 43 people represented at the meeting, a total of 45 ballots were cast. However, since the six new Board members each received well more than 50% of the vote, taking two votes away from any of them would not have affected the results.
V. New Business
Andrew moved that the corporation express its gratitude for the hard work that the OSFCI officers put in during the previous year. This was passed with a loud round of applause.
David Lohkamp asked if the radios being used at our conventions were rented or owned. He mentioned a low-cost cell phone option available from Jitterbug.com that might be useful for conventions. The phone costs $35 to purchase, and there is a monthly charge. Arthur: OSFCI already owns quite a few radios, so there really isn't any need to purchase something new. (Those radios costs about the same as these phones, and there's no monthly service charge.) It was felt that there's no need to use these cell phones.
Aaron: How long is our contract for the current storage space? Arthur: I believe it runs until next February (2009). There was discussion on finding a new location, one that is open on Sunday evenings and with larger space. (The current location has cut its Sunday hours, making it difficult to move stuff from the hotel back to the storage space on Sunday.) The ideal situation would be to find a new place before this year's OryCon, so that we can move the stuff from the old storage space to OryCon, and then from OryCon to the new storage space.
There are plans to purchase some shelves, and set them up while stuff is moved out for GameStorm, to maximize the storage space available.
Annual General Meeting Date
Mark Burns discussed the possibility of change the date of the Annual Meeting, from the "the first Monday in February" to any time during the first week of February, with the Board setting the actual date. Mark said that Monday's are often a difficult date for him to keep available. There was some discussion on this, with several people saying that it was helpful to have a fixed date on their calendar for the meeting, so that they could plan around it.
Since the current date is fixed in the Bylaws, the Bylaws would have to be changed to allow for a new meeting day. Mark: Do the Bylaws require that the Secretary distribute a proposed Bylaws change before the meeting? (No.) Andrew: It seems that the amount of difficulty in selecting and maneuvering to pick a new meeting date is unlikely to pick a time that's better than the current set date. Having a fixed date now ensures we know when this meeting will occur next year and the year after that. Knowing the fixed date allows people to make plans now, rather than waiting to hear what the Board decides for a date. (And Andrew pointed out that he has five votes, including proxies, and this is enough to make sure that any change would not receive over 50% of the total membership needed to change the Bylaws.)
There was a question on whether the Bylaws changes made last year should be reported at this year's meeting. There didn't seem to be any need to. The changes made last year were summarized: the AGM was moved from May to February, the Board was given more flexibility to set the dates and times of their quarterly meeting, and the OSFCI membership "points" year was given more flexibility to better match whatever the current AGM meeting date is. Paul: One change last year passed without dissent, the other passed many-to-one, so there doesn't seem to be any reason to discuss them more now. Aaron: The change to give more flexibility in Board meeting dates has allowed for more people to attend the Board meetings–some of them have been quite crowded.
John: There is an error in the in the Bylaws, as distributed. The enabling clause for the new qualification year (section XI.D.3) states "during the previous two calendar years" when it should have read "during the previous four calendar years". This is only a typing error on the part of the Secretary and it will be corrected.
The meeting was adjourned at 8:30PM, Aaron Cell Phone Time