Oregon Science Fiction Conventions

(OSFCI)

Board of Directors Meeting

July 17, 2010

ATTENDING: (Board members) Arthur Aldridge (arrived late), Aaron Curtis (OSFCI President), John Lorentz (OSFCI Secretary), Mike Pinnick, Debra Stansbury and Marc Wells.

Missing Board members: Tammy and Rick Lindsey (previous announced they were out of state on vacation this entire week–they were excused), Beverly Block (was recovering from surgery–her absence was excused), Andrew Nisbet (at the Highland Games–his absence was not excused, by his request).

Also attending were Debbie Cross & Paul Wrigley (Susan Petrey Fund administrators), Sam Justice (OSFCI attorney), Devlin Perez, Ruth Sachter, D. Stephe Raymond.

The meeting started at 2:08PM, Aaron Cell Phone time.


I. Minutes of Previous Meeting

Aaron: Who read the minutes? (Several people indicated that they had). John: David Levine (the webmaster) does have them up on the OSFCI web page now. There were a few minor corrections to the version sent out originally, that he found while creating the HTML version of the minutes. The copy sent out with the meeting reminder was the corrected version.

The minutes were accepted by acclamation.


II. Treasurer's Report

Rick Lindsley was gone on vacation this week, and was not able to attend the meeting today. He sent a report before he left (see below).

Paul: The report Rick distributed doesn't actually contain an OSFCI financial report. He was also worried that some of the actions that Rick mentioned as possibilities hadn't been discussed or approved by the Board yet. There was some discussion about this. Certainly, much of the reporting failings of the events are worrisome. Rick mentioned that GameStorm 12 donated some money to the Portland Public Schools when they actually had no right by the contract to do so. Several people mentioned that other events have donated money to charities and schools, and there's no official list of charities that OSFCI is limited to donate money to. (Several people listed past recipients.) John: Looking at the management agreement for GameStorm 12, it specifically states that 25% of any remaining surplus shall be transferred to OSFCI and 75% to the GameStorm seed fund. So in this case, there is no provision for transferring any surplus to a charity (like there is in many other event management contracts).

Michael : Rick is also talking about leaving large amounts of money in the convention checking accounts, in non-interest-accruing accounts. Stephe: This is a different matter from turning over money to charities. Once the distributions have been done (such as GameStorm rolling over their seed money to next year's event), there's no reason to keep the rest of the money on the convention checking accounts. Michael: Is there anything about transferring money to a charity that would jeopardize our status? Debbie: If it's a 501(c)(3) charity, it'll be OK. Sam: That's correct. John: I'm pretty sure that Rick was only referring to the fact that the GameStorm contract didn't have any provision for donating any money to charities. But we have heard several times "Oh, we can't use the whatever even/odd account yet, because there's still money there from two years ago." It's important that we transfer the money out when the account no longer belongs to the event that the money's from. It's been an ongoing problem for several years (both for OryCon and GameStorm). Debbie: I like the idea of having a deadline in the management agreement. If the money isn't distributed by the specified date, than all the money goes to OSFCI. They could still send it to charity, but it would then be up to OSFCI to decide its distribution.

Paul: Shall we just accept the treasurer's report and discuss this more at the next meeting? The treasurer's report was accepted. John will ask Rick for a financial report to include with the minutes.

Sam said he's thinking take some of the seminars that discuss the new changes in non-profit tax law.


IV. Reports on Sponsored Activities
A. Conventions and Bids
1. OryCon 31 (Debra Stansbury)

We're still waiting for the books to get closed. Aaron's had one meeting with Rick–then all the papers disappeared. So he'll be starting over. He's hoping he'll have time in August to work on this.

OryCon 31 will be sponsoring some people (10 people–$100 total) to be staff at Kumoricon, as part of the ongoing effort to build greater ties between the two conventions.

The report was accepted.


2. GameStorm 12 (Aaron Curtis)

Aaron: GameStorm 12 donated about $250 to the Portland Public Schools, to match the $246 raised at a silent auction at GS 12. Stephe: The books were closed on July 5th. The Surplus was $3,400 to $3,700. (He didn't have the exact amount with him.)

Aaron had a question–GameStorm has been generating a surplus of about $1,000 a year. Are we spending enough? Stephe: I haven't any complaints from the attendees that they weren't being given enough. We budgeted $4,000 for Guests of Honor this year, but the actual cost ended up being a good deal less, and we've been getting a phenomenal deal from the hotel. Debbie: What is the percentage of the total budget that the surplus represents? Stephe: About 1/7th. Debbie: I don't think that's an unreasonable amount. Paul: It all depends on what the items are that you're budgeting for. If it's something like GOH travel, you have to budget for the worst case. If it's something like Hospitality, and you only spend a portion of what you'd budgeted, you probably aren't spending enough money. You have to analyze it department by department; you can't just look at the total and decide you aren't spending enough money. (People agreed that GameStorm's Hospitality was very good.) Things just basically went well, with no large unanticipated expenses.

Sam: What's the date for next year? March 24 to 27th, 2011–it's scheduled to avoid Easter.


3. OryCon 32

Tammy Lindsley (OryCon 32 Chair) was not at the meeting to give a report. They had a meeting recently to tweak the budget, and the break-even budget is based on an attendance of about 1,300. (Aaron requested that the Board be sent a copy of the revised budget.) No financial report was received. The program participant invitations have gone out, and they are starting get responses back. Debbie is still waiting for a response to the e-mail she's sent concerning Petrey activities at the convention.


4. GameStorm 13 (Aaron Curtis)

The chair of GS 13 (David Schaber) was not present, but sent out a written report to the Board:

The current membership is ahead of last year (it's now up to 164). (There was some discussion on why GameStorm 11 is still using the "GS Odd" bank account, since we've just finished GS 12, and are starting GS 13.) All the major committee positions have been filled, and about 60% of the minor positions. There will be a game day on July 24th, as well as an exec meeting.

Stephe: Once the money is rolled forward from GameStorm 12 and with the money we already have for GameStorm 13, we will have about $10,000. However, normally in June and July we'd see a small number of memberships purchased, but we haven't seen any this year. How much are the memberships? Right now, they're $20. They'll be going up in September (at the end of Labor Day Weekend) to either $30 or $35. (Stephe couldn't remember which.) They're also going up in January. Sam: Is there a theme this year? Stephe: GameStorm doesn't generally have a theme.


B. Funds and Awards

1. Campbell Pin Fund

We've still heard nothing from Jay on the status of the Pin Fund. John and Ruth both forgot to check with Jay at his party recently. Ruth: He just finished his chemo treatment and is only starting to feel better. The Board wish Jay good luck in his recovery and we'll worry about the Pin fund when he feels better. John: We do know that the fund was used to purchase a batch of the Campbell Award nominee pins.


2. Clayton Memorial Medical Fund

Jim Fiscus was not at the meeting, and no report was received. Ruth is on the Board for the Clayton Fund and she knows there have been no requests for assistance. Sam: Is Jim doing something about getting the word out? It seems like we haven't had many people contact us.

We don't have the current amount in the account because it's the one account that Rick doesn't have access to yet (it's at Key Bank, and all the others are with Wells Fargo).


3. Endeavour Award (James Fiscus)

No report was received for this fund, either, but we do know that they have $3,900 in the account (it was on the list of Wells Fargo accounts in Rick's report). They are still looking for an administrator. Paul suggested that the several Endeavour Board members in Portland could rotate those duties.


4. Susan Petrey Fund

(See report below.) The Fund has about $5,000 in the checking account and $44,000 with Oregon Community Foundation. Paul and Debbie will be heading to the final Clarion party where they will be able to meet one of the recipients and the Petrey Fellow (Ian McDonald).

Paul also talked about what they were looking for in an administrator. An alternative would be just bringing in a fund raiser for the Petrey Fund, and Debbie and Paul continue the overall administration. Other alternatives include just giving the money in the Fund to the two Clarion workshops, or to do very minimal fund-raising and just give the scholarships until the money is gone. The latter has the advantage that the money will still stay in our hands and then if someone else comes along in two or three years and wants to run it, we still have the Fund in our control.


IV. Other Continuing Business

A. OryCon 33 (2012) Bid

A copy of the revised bid from Devlin Perez was circulated (see below). Changes from the bid proposal previously submitted included adding more committee members and including mention of the executive committee for the convention. He also clarified in the proposal that he is not planning on changing any policies.

He had heard back from one of the proposed Guests of Honor, who was already booked.

Devlin looked at the bid proposal information on the OSFCI web site, and it looked like it was aimed more for something like Westercon, rather than an ongoing event like OryCon, so he concentrating on making it clear that he was not going to change any of OryCon's policies and traditions. He's just interested in running another successful OryCon. The budget in the proposal is based on OryCon 31's bid budget and there will be changes once OryCon 32 has completed.

Aaron: What I see in your proposal is that you have filled in some key positions with some very strong people. Paul: Is the $10,000 figure for the hotel a worst-case number? John (who was hotel liaison for OryCon 31): it is definitely more than a worst-case number, but on the other hand the figure listed in the bid budget for "insurance" (the OSFCI overhead fee) is too low. There will be some adjustments made and money will be moved around. Aaron: Would you be able to have an official budget, one that we would hold you to, at the December Board meeting (which would be after OryCon 32)? Devin: Yes, one could be put together then. John: That would be pretty early for an OryCon to have a budget ready. Aaron: Yes, but the management agreement says that there will be a budget and the event management cannot make major changes in the budget without Board approval. John: However, that's usually the budget put together in the spring.

There ensured some discussion on what should constitute the budget that the Management agree refers to, since there are several different "budgets"–the budget in the bid proposal, the budget an OryCon might put together in the spring after getting input from committee members, etc. John: The management agreement usually limits how much and event can change the agreed budget without obtaining Board approval. But we haven't defined what the "agreed budget" is. Stephe: We have had items at GameStorm come in quite a bit higher than what was originally budgeted, yet the convention as a whole made money and they were fiscally responsible (and did not then ask for approval of the Board). So asking for Board approval for a change of more than 20% on each budget item, when the item is maybe $200, and waiting for as much as 3 months for that approval isn't workable. Maybe the way of handling that is not correct. It we were talking about not exceeding the whole budget by 20%, that would be different.

Stephe: Tammy does have a good budget for OryCon 32, and that could be used initially for OryCon 33. Devlin is not planning on any major changes from OryCon 32's budget.

There was discussion on what should be in the management agreements. John: We're looking at two different things: what we want from Devlin for OryCon 33, and what we want on a long-term basis in management agreements. Maybe there should be some discussion online via the Board mailing list between now and the next meeting? John will post examples of recent management agreements to the list to get the discussion going.

Paul: Getting back into actuals–we've had four committee reports given today, and not one included a financial report.

Aaron read off a listing of some of the modifications in the bid proposal requested at the last meeting that have been included in the revised proposal. Aaron: Do you intend on having an editor Guest of Honor? Devlin: Yes. John moved that the Board unconditionally accept the bid proposal that we conditionally accepted last time. Debra seconded the motion and it passed unanimously.

B. Hotel Committee

The GameStorm hotel contract (with the Vancouver Hilton) has now been signed by both sides. OryCon is contracted with the Lloyd Center Doubletree through 2012, with the intention of rolling the contract forward each year.


C. Storage Committee

Aaron now has the key to the storage unit.


V. New Business

A. The OryCon Program Participant Comping Policy

Tammy has asked us in the past for more guidance on what the policy should be. Paul: We can't have an OSFCI comping policy because the events vary too much. Debbie: If anything, the policy should be that the bidding committees spell out what their policy will be. John: There are multiple people with multiple views of what the policy should be–but really, we're talking about an OryCon policy, and it should be left up to OryCon (or the other events) to decide their own policies.

Paul proposed this should be tabled again. John instead proposed it should just be dropped, until someone comes to an OSFCI meeting and wants us to discuss it again. Aaron: The proposal on the board is that the events should follow their traditions regarding comping. Debbie: And if they intend to change from that traditional, this should be included in their bid proposal. This was seconded and passed unanimously.


B. Other Items


Date of the next meeting: sometime during the week of Saturday, September 18th through Sunday, September 26th. We decided to settle it by e-mail (probably on Tuesday).



Oregon Science Fiction Conventions, Inc.

Treasurer's Report July 6, 2010

  1. Current Status
  2. Issues
  3. Recommendations


1. Current Status
I now have access to all OSCFI accounts at Wells Fargo. I'm in the process of adding the OryCon 32 treasurer to his account, but at this point that will likely take a couple of weeks. As some of you may know, I'm leaving on vacation 7/8 and will miss the meeting and not be making much progress on things during that time.

Hope to have closed GS11 (later than expected) and GS12 (earlier than expected) by the end of July. GS12 seems ready for me but I will not be able to collect the checkbooks and do a quick audit before I leave, so that will likely complete in late July. No projected date yet on OryCon 31. All three are expected to have positive cash flow (i.e., they did not lose money.)

Current (as of 7/6/10) account status:

2. Issues
I'm seeing two recurrent themes across our two conventions. a) a disturbing tendency to not close the books promptly, and b) an increasing tendency to carry far more cash than necessary across conventions. Witness that we currently still have the books open for three of our completed conventions.

Complicating this is that despite requesting copies of the management agreements for all of these conventions at the last board meeting, our outgoing secretary is unable to produce any of them. I can only conclude we have a record-keeping problem of the first order. This is a matter that goes beyond the office of treasurer and appropriate action needs to be taken by the Board. Without anyone able to produce signed copies, we have no agreement.

I have been able to acquire draft copies of some of those management agreements and they vary wildly in the amount they agree to keep, transfer to charity, or remit to OSFCI. Examples in the drafts range from "10% to charity plus 90% to the next convention", to "75% to charity and 25% to OSFCI". I can't think of any reason why a convention account should not drop to the minimum balance necessary to avoid service fees in its off year. Carrying thousands of dollars in a non-interest bearing account is fiscally foolish.

Lastly, in going over the checks for GS 12, I learned that GS 12 donated over $250 to Portland Schools Foundation. While I personally think that in this case that is a worthy cause, the fact remains that the management agreement did not authorize that. If the donation had been to, say, Planned Parenthood, I could see much more of an issue arising. Between these two polar choices lies a very gray area that the Board needs to address. Who we give money to can, in the worst case, adversely affect our non-profit status. Question: how much authority does the chair or treasurer of one of our conventions wield without board approval? If a management agreement does not indicate that any amount of the surplus should go to charity, should the chair or treasurer need to get board approval for such actions?


3. Recommendations
We should note that if a convention's books are not closed by the time specified in the management agreement, the management team is in violation of that management agreement. I respectfully request the Board take some time to discuss the proper action to take when the books are not closed on time, and warn the management teams of the consequences for not closing the books in a timely fashion. Currently, as near as I can tell, there is no incentive for treasurers to work on this, nor for chairs to chide their treasurers.

In addition, the OSFCI treasurer is serving notice that if the management agreement is violated, in accordance with common contract law and in the absence of clauses to the contrary, the entire agreement can be declared void. In particular, the treasurer will not feel bound to honor the chair's wishes with regards to the distribution of excess funds and may transfer such monies to other charities, accounts, or conventions as he sees fit, subject to approval by the Board.

Management agreements vary widely in the amount they allocate to charity, OSFCI, and themselves. Since these agreements are approved by the Board, I urge the Board to standardize the practice of what to do with excess monies. We currently have a good cushion against a poor convention, and while the amount in OSFCI savings is not enough to completely fund an entire convention, it provides a sufficient cushion that we should not be looking to expand it greatly unless we have some specific capital plans for the future.