Annual General Meeting Meeting
Smith Memorial Student Union, PSU Campus
May 21, 2007
ATTENDING: Arthur Aldridge, John Andrews, Beverly Block, John Bunnell, Mark Burns, Steve Criss, Debbie Cross, Aaron Curtis, Sam Justice (OSFCI Attorney), Tammy Lindlsey, David Lohkamp, John Lorentz (OSFCI Secretary), Aaron Nabil, Andrew Nisbet III, Mary Olsen, Linda Pilcher (OSFCI President), Michael Pinnick, Daniel Reitman, Ruth Sachter, Brenna Sharp, Debra Stansbury, Pat Steed, John R. Williamson (OSFCI Treasurer), Pam Wilsonsage, Paul Wrigley, and Joyce Zimmerschied.
Proxies (held by):Gene Armstrong (Andrew Nisbet III), Lacey Axmaker (Debra Stansbury), Stuart Axmaker (Debra Stansbury), John Bartley III (Aaron Curtis), Joseph Bullock-Palser (Beverly Block), Cecilia A. Eng (Andrew Nisbet III), Ann Ezell (Andrew Nisbet), Page Fuller (Andrew Nisbet III), George Harrison (Aaron Curtis), Bethany Heramia (Aaron Curtis), James Fiscus (Andrew Nisbet), Barbara Hoffert (Steve Criss), Karyn Hoffert (Steve Criss), Wendy Keith (Aaron Curtis), Melvin Krehbiel (Michael Pinnick), David Levine (John Lorentz), Rachel Madsen (Beverly Block), Joe Mihara (Aaron Curtis), Alan Olsen (Mary Olsen), Monica Olsen (Mary Olsen), Tracy Penner (John Lorentz), Lea Rush (Aaron Curtis), Melanie Schaber (Aaron Curtis), Heidi Schaub (Aaron Curtis), Sheila Simonson (Andrew Nisbet), James Spiering (Beverly Block), Ann Stansbury (Debra Stansbury), Ralph Strauser (Aaron Curtis), Shawn Wall (Andrew Nisbet), Marc Wells (Andrew Nisbet III), Patty Wells (Andrew Nisbet III), Ilia Whitney (Michael Pinnick) and Ben Yalow (Andrew Nisbet III).
OSFCI membership was accepted by Beverly Block, Tammy Lindsley, Rachel Madsen, Brenna Sharp, Sheila Simonson, James Spiering, Anne Stansbury and Shawn Wall.
Before the start of the meeting, Dan Reitman stated that he was disappointed to see that he hadn't been listed on enough OryCon committee lists to qualify for OSFCI membership. (He was listed for 2006 but before then, the most recent list that included him was 2002.) It was explained that the OSFCI Board is dependent upon the committee lists submitted by the chairs of the events, and the Board did was compile the credits.
Dan also asked about Andrew Ross and Jennifer Rosenberg, who he felt should have also received committee credit (Jennifer was listed only on the OryCon 2005 list and Andrew had no recent listings) and asked the Board to investigate. The Board will do so.
The meeting started at 7:37PM, according to Linda Pilcher's telephone. There were enough people present or represented by proxy to pass bylaw changes (we quit counting at 47, the current OSFCI membership count is 83).
I. Minutes of Previous Meeting
The minutes have been available on the OSFCI web site. There were no corrections needed and the minutes were accepted. However, Paul Wrigley mentioned that the OSFCI members list sent out with the meeting announcement was incorrect. (A corrected version was distributed at the meeting.) Joyce Zimmerschied asked if there was any reason to report typos, since Karyn Hoffert's name was misspelled. (Not really.)
II. Treasurer's Report (John Williamson)
John W's report was distributed (see below). The total of all the Wells Fargo accounts adds up to about $34,000.
The only thing that seems to be worth mentioning is that the current CD, with a little over $3,000 in it, is on a 24-year cycle (24-month!) And the person he spoke with at Wells Fargo suggested that we upgrade it to a "brokerage account", which pays a higher amount of interest if there's a $5,000+ balance. John W will investigate this, and make the change if there's no change in the insurance coverage for the account. Brenna Sharpe: Do we need to worry about the term and accessibility of the money? John W will investigate that also.
Aaron Curtis: Some of the money listed in the GameStorm 9 account actually belongs to GameStorm 10. John W: And some of the money in the OryCon 28 account actually belongs to OryCon 29–we'll get that taken care of.
Linda: Do we have the forms filed? John W: Yes, all the tax and registration forms are up-to-date. Steve Criss: Has the PO Box(es) rent been paid? John W: I don't know about the GameStorm box, but the OSFCI box was paid for a few months ago (by Potlatch, who shared the box this last year) and I just wrote a check for the OryCon box.
Paul Wrigley: We haven't had a complete Treasurer's report in about 10 years. A complete report would include combined income and expenses for all events. We originally moved the Annual Meeting from January to May to give time for this to happened and it hasn't helped. When John Andrews was Treasurer, he was able to get the information together in three weeks. No one else can do it in five months.
Aaron C asked about the (non-GameStorm) bank statements showing up in the GameStorm PO Box. John W will investigate this. John Andrews: This statement doesn't include any of the awards. John W: These usually haven't been included. John Lorentz: As of the March meeting, the Clayton Fund had $7,000, the Endeavour Fund had $1,700 and the Petrey Fund had $8,300 (besides the money with OCF).
III. President's Report (Linda Pilcher)
In the last year, we've moved the storage into its new permanent home. The rent has been paid for the next two years, and we will make sure it gets discussed every year, so we're not taken by surprise again.
We've held OryCon, GameStorm and Potlatch. The Board's had very serious discussions on the future survival of OryCon and there were a lot of discussions on the list. The Board ended up choosing the Guest of Honor for OryCon and we finally got a chair and co-chair. However, the big thing is involvement. We need to get more people involved, we need to get more outside people involved with OryCon 29. It's very important year for our organization–it's the 25th anniversary of the first Susan Petrey Fund scholarship.
We have a data transmission committee, that we created to handle how the data is shared. Most recently, we donated $300 to Ziggurat Con, a gaming convention for soldiers in Iraq. Our donation was organized by John Bartley and Lea Rush.
IV. Election of Board of Directors
Aaron C asked whether we wanted to discuss changing the bylaws first to allow committee from this year's GameStorm to be eligible to join OSFCI (and vote for Board members). John L: It turns out that this year's GameStorm committee consisted of people who either were already OSFCI members or this was their first year, so changing the eligibility year first wouldn't make any difference. The only person who would gain eligibility was Kate Yule ( for her work on this year's Potlatch), and she didn't respond to an invitation to attend or pass on a provisional proxy. So there's no reason to change any bylaws before we vote for Board members.
There was also a discussion on David Schaber's status. Sections XI.A.3 and XI.A.4 of the OSFCI Bylaws require OSFCI members to keep the corporation informed of their current mailing addresses. Schaber moved about two years ago and has not responded to any requests for an updated address, so he is no longer an OSFCI member.
There were 58 people represented (either in person or by proxy).
The continuing members of the Board (terms don't expire until 2008) are: Arthur Aldridge, Steve Criss, Aaron Curtis, Andrew Nisbet III and Linda Pilcher. The five members of the Board whose terms are expiring with this meeting are: Karen Hoffert, John Lorentz, Aaron Nabil, Patty Wells and John Williamson.
The blank ballots distributed were the back of the detail expenses journal posts from OryCon 10. (John L has been cleaning out his files.)
The nominees (and the votes they received in the balloting) were:
- Beverly Block (42)
- Mark Burns (41)
- John Lorentz (24)
- David Lohkamp (20)
- Aaron Nabil (23)
- Michael Pinnick (35)
- Brenna Sharp (14)
- Debra Stansbury (27)
- Patty Wells (30)
- John Williamson (4)
Beverly Block, Mark Burns, Michael Pinnick and Patty Wells were each named on a majority of the ballots, and were elected to two-year terms, ending in 2009. The fifth-place nominee, Debra Stansbury, did not receive a majority and the Board will be asked to appoint her for a one-year term.
V. New Business
Beverly Block mentioned the Oregon Festival and Events Association. The annual membership is $100 plus one auction item. This will be discussed by the Board in the later meeting.
Proposed Bylaw Changes
Change Definition of Qualifying Year for OSFCI Membership
Motion (moved by John Lorentz, seconded by Ruth Sachter):
1) Move that section XI.A.1 be modified to read:
"Following an OSFCI-affiliated Event or substantial involvement with a Chartered Organization, and at least three (3) weeks before the Annual Meeting, the Chair (or chief Officer) of the Event or Chartered Organization shall submit a list of committee members to the Secretary of the Corporation."
2) Move to add section XI.A.3 (sections 3-6 would be renumbered accordingly):
"The qualifying years for the purpose of OSFCI membership shall be the two-year period ending 45 days prior to the date of the OSFCI Annual General Meeting. In addition, for the first two years after the adoption of this section, anyone who has appeared on two committee lists during the previous two calendar years shall also be qualified for OSFCI membership."
This change has two parts–the first part is housekeeping. The Bylaws currently state that the event committee lists shall be submitted to the OSFCI President, whereas they actually need to go to the Secretary. This would change the Bylaws to match the actual practice.
The second part would change the eligibility year to the year from the Annual General Meeting to the next Annual General Meeting, rather than using the calendar year. Under the current practice, the committee for the recent GameStorm and Potlatch, both held since the first of the year, would not receive eligibility until next year's AGM, more than a year since their service. This might have made sense when we were only running OryCon every fall and the AGM was in January, but now it's not fair to people producing the other events in the early part of the year. With this change, the year would run until 45 days before the AGM (to allow for time on submitting lists and sending invites).
This bylaws change was passed without dissent.
Change the Dates of the OSFCI Annual General Meeting and OSFCI Board Meetings
Motion (moved by John Lorentz, seconded by Ruth Sachter):
1) Move that section VII be modified to read:
"The Annual General Meeting (AGM) of OSFCI shall be on the first (1st) Monday of each February at the Registered Office of the Corporation, or such other location as the Board of Directors may determine. The Secretary shall inform all Members entitled to vote and all potential Members eligible for Membership of the location, date and time of the Annual Meeting at least two (2) weeks in advance of the Meeting. By registering their intent with the Secretary, members may vote by proxy at the Annual General Meeting."
2) Move to add section VIII.A. be modified to read:
"The Board of Directors shall hold regular meetings during
- The fourth week of April
- The second week of July
- The third week of September
- The second week of December
Such meetings shall generally be held on the Monday of the week but may be scheduled on another week day within the designated week (including both weekends). The meeting dates shall be set by the Board of Directors at the previous Board Meeting, or within two weeks after the Annual Meeting (whichever is later). Efforts shall be made to schedule Board meetings at least one week later than the end of an OSFCI-sponsored event.
Meetings may be postponed by no more than one week if the majority of the Board feels that the change is necessary to effectively conduct the business of the Corporation, as long as the decision is made far enough in advance of the new meeting date for the Secretary to send the required notification.
Except in the case of emergency, regularly scheduled Board meetings shall start no earlier than 7:30pm Monday through Friday, 1:00PM Saturday and Sunday."
Paul: If this motion passes, changing the Annual Meeting, then the Board members will have their terms shortened.
John Andrews cannot make it to the Annual Meeting when it is raining. If the meeting is change back to February, it's going to close to impossible for him to attend. Andrew moved that wording be added to specify that the motion will also change the terms of the Board members and OSFCI officers. Robert's Rules of Order do not allow a "friendly amendment", so the body voted unanimously to suspend the rules to allow that change to be incorporated without separately voting on the amendment. (So they voted in order not to vote.)
John Bunnell had a concern with the second part of this (specifying the weeks during which the Board meetings shall be held). It seems like three or four out of the last five meetings, we've been fiddling with the dates of the meetings. (Actually, in this century, they've only been changed in 2001 and 2005 before this change.) The meetings should be just set as "sometime in the quarter." Andrew: There is always the perception that the Board consists of a "limited elite" and the only thing that counters this is that the meeting dates are fixed and announced publicly. John L: Once the Board meetings were changed so that they could be set anytime within a week, it still took a long time to decide on a date. If we allow them to take place any time in a quarter, we'll never settle on a firm date. With a set week, people will know they at least have to be in town that week–rather than never leaving town any time in a quarter until the days are finally set.
Mark Burns: We could just have the dates of the meeting set at the Board meeting following the AGM. Paul and John W disagreed.
John B: We have changed the dates several times–none of the changes have worked, and this doesn't seem to help. Joyce Zimmerschied: The only thing that will work is having set dates for the meetings. Beverly Block: Does this just change the weeks of the meeting, or does it change things completely. (Yes, it just changes the weeks.) Linda: This will give the Board more flexibility in the scheduling.
Brenna: There seem to be some strange gaps, rather than just having them every three months. John L: Don't forget, there's also the Annual Meeting, so this proposal is actually splitting the year into five segments, not four. It's aimed at having about 2½ months between meetings. Aaron C: This is a compromise between having absolute fixed dates, and a schedule with flexibility. It seems like a good compromise.
John L: Don't forget, this will also change the date of the Annual General Meeting. Are there any problems with that? (Someone): Didn't we move the AGM away from January because of problems with ice. John L: My memory was that it was changed to give the events more time to close their books (it didn't help)–there was only one AGM in January that we had problems with ice.
Debbie: Would it make sense to make it easier to change the dates in the future, if these dates don't work? Paul moved to split the motion. That proposal failed. Question was then called on the main motion. It passed overwhelmingly (many to 1).
The meeting was adjourned at 9:05PM.
All events seem to be functioning within expected financial parameters, and all of our events seem to be making a healthy surplus, to both split with OSFCI for administrative costs and to retain for rainy day funds. Financially, our sailing has been pretty smooth.
Our tax filing status is current with the IRS, our DBAs ("Doing Business As" license names) are paid up, and our storage unit has been pre-paid until February of 2009.
Current Account Assets (as of 2007 May 15)
|OSFCI General Funds||$13,351.76|
|Rainy Day CD||$3,627.13|
|OryCon 29 (Odd)||$3,071.13|
|OryCon 28 (Even)||$4,103.99|
Income and Expenses since last meeting
|2006 June 11||U-Haul Rental||John Williamson||Storage||-$100.00|
|2006 June 11||Dinner for people helping||John Williamson||Storage||-$100.00|
|2006 June 13||OryCon 27 (2005) Surplus||Board Decision||Con Surplus||$10,000.00|
|2006 June 23||Bulk Rate Mail Permit||US Post Office||-$160.00|
|2006 July 15||Supplies & Board meeting Pizza||John Williamson||Supplies/Meetings||-$100.00|
|2006 Sept 30||CT-12 Payment||State of Oregon||taxes||-$65.00|
|2006 Oct 08||Annual State Business Registry||Oregon Bus. Reg.||License||-$100.00|
|2006 Dec 01||Absorbed backup Account||OSFCI||Bank Account||$2,994.36|
|2006 Dec 01||Absorbed old GameStorm||GameStorm Odd||$1,665.43|
|2006 Dec 01||Absorbed Savings||OSFCI||Bank Account||$152.65|
|2007 Jan 02||Created GameStorm 9 Account||GameStorm 9||New Account||-$100.00|
|2007 Feb 05||Returned funds to GS||GameStorm 9||Refund Account||-$1,665.43|
|2007 Feb 12||Web Host Fee||Spire Technologies||Web Hosting||-$450.90|
|2007 May 05||Ziggurat Game Con||John Bartley & Lea Rush||Donation||-$300.00|
Previous Balance: $1,980.65 || Total Income: $14,812.44 || Total Expenses: -$3,441.33
The only topic of interest is our remaining Certificate of Deposit (currently worth $3,627.13) is on a 24-month maturity cycle that matures on January 30 of 2008. Its current annual interest is 3.15%. A banker at Wells Fargo suggested that if we cashed out in January and added some extra principle to it to make it at least $5,000 we could reinvest it as a "Brokerage" CD that would instead yield 5.48% annually. This rate may change a little in 6 months time, but what ever the rate, it may be advantageous to switch to this kind of investment. This discussion is left to the current membership to approve.