Minutes from the Annual General Meeting January 24, 2000
People who signed in or were otherwise noted to be present:
John Andrews Lisa (aka Lacey) Axmaker Stuart Axmaker John Bartley
Kristy Bates John C. Bunnell Debbie Cross Randy Fischer
Page Fuller Megaera Jarvis Samuel C. Justice Dean Koenig
Melvin Krehbiel Patrick S. Lasswell David Levine David Lohkamp
John Lorentz Michael C. Monical Andrew Nisbet Linda Pilcher
Lea Rush Ruth Sachter Scott Sanford Melanie Schaber
David Schaber Debra Stansbury Fred B. Torck Robert Verde
Marc Wells Patty Wells James Wilsonsage Paul Wrigley
Proxies from (held by): Tracey Bailey (Robert Verde), Doug Bissell (Robert Verde), Kim Bissell (Kristy Bates), Cecilia A. Eng (Andrew Nisbet), James Fiscus (Page Fuller), Don Glover (Robert Verde), Vicki Harrison (Ruth Sachter), Ann & Barbara Hoffert (Robert Verde), David O. E. Mohr (Melanie Schaber), Barbara Oldham (Page Fuller), Anne Peck (Robert Verde), Jeff Peck (John Lorentz), Jim Pilcher (Linda Pilcher), Mark Edward Reed (David Schaber), Kurt Roithinger (John Bartley), Mary Rosenblum (Page Fuller), Sharon Sbarsky (Ruth Sachter), Ariel Shattan (Debbie Cross), Sean Troupe (Linda Pilcher), Helen Umberger (Kristy Bates), Tom Whitmore (Secretary–Ruth Sachter), Ben Yalow (Marc Wells), Chris York (Ruth Sachter).
Barbara Hoffert, Megaera Jarvis, Melvin Krehbiel, Mark Edward Reed, Kurt Roithinger, Scott Sanford, and James & Pam Wilsonsage all accepted membership in the corporation.
(Minutes are sketchy–the room was too large for the tape recorder to catch most people’s voices. Tape transcribed by John Lorentz, including notes from Ruth Sachter.)
David called the meeting to order by pointing out the four exits in the room. (In case of airsickness, you should depart immediately.)
Minutes from the previous annual meeting were accepted many to none. (Robert Verde did have a question–were the unmarked budget numbers, included with the minutes, from Westercon? Yes.)
Treasurer's Report (John Lorentz): (the yellow piece of paper) Robert Verde: The budgeted amount for the storage fees was higher than actual? John Lorentz: We'd budgeted for an increase in rental, and they thwarted us by not raising the rent. The report was accepted.
Election of Directors: David Levine: The ten directors are elected to alternating two-year terms, with five being elected each year. So we have five terms expiring this year. Additionally, this year, one of the continuing directors is resigning as of the end of this meeting. In the past when this has happened, the members have elected five Directors (the five with the highest vote total) to two-year terms and direct the Board to appoint the next highest vote-getter to the vacant spot. (Board appointments are for one year.) The five continuing members are: Kristy Bates, John Lorentz, Ruth Sachter, Robert Verde, and Patty Wells, (with Robert Verde resigning after the Board meeting following this meeting tonight). Members whose terms were expiring were Page Fuller, Dean Koenig, Andy Nisbet, Linda Pilcher & Marc Wells–Page is not running for reelection to the Board. All nominees have to be members of the corporation.
Nominations were opened: Dean Koenig, Andy Nisbet, Melanie Schaber, Linda Pilcher, Helen Umberger, Fred Torck, Marc Wells, Randy Fischer, John Bunnell, David Levine, John Andrews, David Schaber, David Lohkamp.
Debbie Cross reminded people to put last names on the ballot–last year, a few votes had to be discarded because people just wrote "David" when multiple 'Davids' had been nominated. People need to received a majority vote by the meeting to be elected to the Board.
So far, we have 72 members, and 52 here, or by proxy. It takes 37 to change a bylaw and 27 for any other action (including electing people to the Board). (This changed to 28 when three more people arrived after the Board of Directors election.)
[Long gap while votes were counted—people milled around, talking about important things. Then the vote count was done, and we all went back to silly OSFCI matters.]
Paul Wrigley: The annual general meeting has elected four people to the Board of Directors: Dean Koenig, Linda Pilcher, David Levine, Melanie Schaber. (These were the only four who received more than half the vote.) The next two were Marc Wells & Randy Fischer.
Continuing Business: None.
Bylaws changes: Four possible changes were emailed out in advance of the meeting (but unfortunately to only a small group of people):
Board of Director Meeting Dates (John Lorentz): Some of the meetings recently have gone very long, and we've had a hard time scheduling special meeting dates. So John’s feeling was that it's time to expand from a quarterly schedule to a bimonthly schedule (six meetings a year instead of four), with the hope that the meetings will run shorter and more efficiently, and they wouldn't be such a draining experience for everyone involved.
John Lorentz’s proposal was that we change Section VIII (Board Meetings) of the Bylaws to read:
The annual meeting of OSFCI shall be on the fourth Monday of each January. Regular meetings of the OSFCI Board of Directors shall be on the fourth Monday of January (following the general meeting), March, May (or on the third Monday if Memorial is the fourth Monday), July and September, and the first Monday in December. The date of any of these meetings may be changed to the third or fifth Monday of the respective Month (or the second Monday in December) by an absolute majority of the Board of Directors at the pervious regularly-scheduled meeting. Additionally, the date of a regularly-scheduled meeting may be changed by the OSFCI President on an emergency basis, upon consultation with the rest of the Board, in case of weather emergency, civil disturbance or other “act of God”. This will not affect the scheduled meeting date of any following meeting.
Directors must be informed of the time and place at least seven (7) days before each meeting. Special meetings of the Board of Directors may be called by a majority of the Officers or written request of four (4) of the Directors. Except in the case of emergency (as described above), no regularly-scheduled OSFCI meeting shall start before 7:30PM.
Question: Why specify the dates in the Bylaws? John Lorentz: That's so people can plan ahead for these dates and we aren’t scrambling at the last minute to find a date that works for everyone. Ruth Sachter: And this way the dates can also be listed on the web page.
What is the largest cons these dates conflict with? V-Con in May? (The switch away from Memorial weekend would avoid BayCon.) Ruth: There's also always the possibility that the date in September can conflict with the Jewish Holidays. (The existing bylaw allows the Board to switch meeting dates to the previous or following in the same month.)
The question was called–the motion passed.
Free and Open Access to Information (John Bartley): Currently section 11, Paragraph B of the 1987 Bylaws says "All powers assigned to the officers or the Board of Directors are retained by the membership." I wish to add text to that: "Members shall always have free and open access to all programming, records and documentation of the corporation upon written or e-mailed request; excepting: (a) privacy requirements of federal, state and local law; (b) protections determined by the Board to guard the privacy of the convention attendees; (c) bank and charge card and other account numbers of members; (d) copyrights of publishers, performers, artists and authors." Question: What is meant by "members"? John Bartley: Convention and corporation members. Question: <mumble> Left Coast Crime <mumble>? John: We can incorporate that proviso in Appendix B of the OSFCI (Sponsorship) Guidelines as well as future contracts.
John Bunnell: Point of order–I do not believe we have a motion on the floor yet for this Bylaw change. John Bartley: I so move. Second? Melanie Schaber, for purposes of discussion. There were questions about the effect of the bylaw change, as many people hadn't received the e-mailed explanation sent over the week. John Bunnell: I move that the this be referred to a bylaw committee to examine it and report back with suitable language at the next annual meeting of the corporation. (Second by David Schaber.) There was some discussion on whether this was a new motion, such that John Bartley's motion be considered first. It was ruled that John Bunnell's motion is a proposed amendment to John Bartley's motion, and should be considered now. (This discussion also lead to a consideration of using Robert's Rules of Order as our parliamentary guide, as we don't have a specified guide now. Andrew Nisbet said he'd probably make a motion later that we adopt Robert's.)
Robert Verde: I would further amend John's (Bunnell) motion to include preparation of an explanatory statement for the members of OSFCI to be included with the report to the Board. John Bunnell accepted that modification to his proposed amendment. Someone made a motion to amend John Bunnell's motion to explicitly include John Bartley in this proposed subcommittee. John Bunnell did not want to include that change in his motion. He said he had no objection to having John Bartley on the committee–his objection was procedural. (He just didn't want to tie any particular person to the committee in his motion.) The amendment motion carried many to four. So John Bunnell's amendment now is to refer John Bartley’s proposed bylaw change to a committee, which will include John Bartley, to review the Bylaws and report back any proposed changes to the next annual meeting.
Robert called the question on John Bunnell's amendment. It was decided to allow Andy and John Bunnell to speak first.
Andrew: It seems like setting up a committee to discuss a single bylaw change is excessive. To the extent that the Bylaws have any problems with them, it would seem appropriate for the members suggest to the Board that a bylaw committee be set up to actually submit a rework of the Bylaws at the next meeting. But to delay the whole process for a full year just to have the committee report on a single change serves no useful purpose.
John Bunnell: There were two reasons I made the motion (to refer the bylaw change to committee). The first reason that I made the motion is that I think it is unwise for us as an organization to vote on any Bylaws amendment that we have not had a chance to read and review for the meeting. Secondly, I’m making this motion because it is my belief that this bylaw change could have potentially significant effects on OSFCI’s legal obligations and liabilities with respect to state laws on non-profit corporations. It would behoove us to examine any change with that potential effect carefully and with perhaps the advice of a lawyer. I had planned to make similar motions with respect to Mr. Bartley’s other amendments–these could be assigned to the same committee as this one.
Lacey Axmaker: First of all, I support Andrew’s idea of having a committee go through the entire Bylaws for review. Secondly, I want repercussions of the amendment to be thoroughly explored–not just one the statutes, but also with respect to the reactions of the convention attendees–and there will be reactions. Just running Art Show, I’ve seem extreme reactions to requests of information from them. John Bartley: This amendments allows the Board to set rules. Right now, there are no rules and I want to specifically delegate this to the Board. Debra: I think we should send the entire Bylaws to the committee for review. I’m a little concerned about releasing membership information to the public. And a lot of us haven’t had a chance to look these proposals over and would be uncomfortable voting on these items without having that chance.
John Bunnell: If we pass this motion to table the proposed bylaw change, could we–by reference–also include the other bylaw proposals and send all four to committee? David levine: In my opinion, yes. John Bunnell: Then I would restate my motion that a committee be formed, including Mr. Bartley, to study the Bylaws and these three proposed (bylaw) amendments and report back to the membership next year. Someone: Does this include the meeting date change? John Bartley: I would think that John Lorentz’s motion, since the membership did approve it, stands. David: Yes it’s already been incorporated into the Bylaws.
After some off-topic discussion, Robert called the question. This motion passed. The vote was taken on John Bunnell’s motion to refer John Bartley’s motions (including his “Electronic Notice Equivalent to Mailed Notice” and “Electronic Access to OSFCI Records” motion) to committee. The motion passed, with 44 in favor of referring them to committee, to be comprised of a group not limited to BOD members.
Adopting Robert’s Rules of Order (Andrew Nisbet): After some confusion whether consider a motion to adjourn before Andrew’s motion, Andrew moved that we create (bylaw) section #13, that will state:
In meetings of OSFCI, both general meetings of OSFCI and Board meetings of OSFCI, will be governed by Robert’s Rules of Order (Newly Revised).
The motion was seconded. There ensued discussion. (Robert: It seems kind of sneaky to slide this in without Kevin Standlee being here.) Some people against the motion felt that it tied the hands of the committee already set up to reword the Bylaws. Others thought that this meeting showed a need for a standard parliamentary authority so that everyone would be operating under the same parameters. John Bartley pointed out that the Bylaws do not require that they be amended only at the Annual Meeting. Oregon Statutes permit voting by mail. Therefore, this can be proposed to the membership on paper or electronically, as can any other future bylaw or motion. The members can vote on it by mail or electronically, and they can discuss it by mail or electronically. The motion passed, with more than 41 in favor.
Ruth apologized for the shortcomings of the past year’s Secretarial Office, and the meeting was adjourned at 9PM.
NOTE: Although they were not formally presented at the meeting, here is the text, as received by e-mail, of John Bartley’s other two proposed motions, since they will be considered by the committee set up at this meeting:
Bartley's Proposed By-Law Addition Two: Titled ELECTRONIC NOTICE EQUIVALENT TO MAILED NOTICE
Suggested to add a new Section 13 (as per the 1987-01-26 By-Laws edition) or equivalent designation:
13. Notice of meeting and communications from OSFCI and affiliated cons shall allow the use of return-receipted electronic mail transmission to current members, and posting on Internet web sites for future members, in a format natively understandable to common text and speech only WWW browsers on multiple computing and operating systems, of information instead of US Mail on an opt-in basis, whereby the member must specifically request they receive notices and information by electronic mail rather than by US Mail. This shall not prevent a member from receiving all information by US Mail if they so prefer.
Bartley's Proposed By-Law Addition Three: Titled ELECTRONIC ACCESS TO OSFCI RECORDS
Suggested to add a new item (4), Paragraph B, Section 5 (as per the 1987-01-26 By-Laws edition) or equivalent designation:
5. B. (4) The Secretary shall post all records of the Corporation and financial records provided by conventions to OSFCI (excluding data protected by privacy or other statute) to a web site accessible to the Members . The act of posting and maintaining the website may be delegated or assigned, but the Secretary shall retain oversight in the operation of that website. It must be natively understandable to common text and speech only WWW browsers on multiple computing and operating systems.
and a new item (4), Paragraph C, Section 5 (as per the 1987-01-26 By-Laws edition) or
5. C. (4) The Treasurer shall provide financial statements to the Secretary, in an electronic format as requested by the Secretary, so statement may be posted on the website.