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General Meeting Minutes for February 7th, 2011

Oregon Science Fiction Conventions

Annual General Meeting Meeting
Doubletree Portland Hotel
February 7, 2011

ATTENDING: Arthur Aldridge, Beverly Block, Jason Bostick, Paul B. Brinker, Carole Cole, Debbie Cross, Aaron Curtis (OSFCI President), James Fiscus, Sam Justice (OSFCI Attorney), Sam Klein, Rick Lindsley, Tammy Lindsley, John Lorentz (OSFCI Secretary), Brigid Nelson, Andrew Nisbet III, Tracy Penner, D. Stephen Raymond, Ruth Sachter, Scott Sanford, Debra Stansbury (OSFCI Secretary), Pat Steed, Marc Wells, and Paul Wrigley.

Proxies (held by): Robert Altomare (Aaron Curtis), Michael Birkes (Aaron Curtis), Page Fuller (Jim Fiscus), Marilyn Holt (Ruth Sachter), Jaki Hunt (Debra Stansbury), Geri Jeter (Jim Fiscus), David Levine (John Lorentz), David Lohkamp (Andrew Nisbet), Sara Mueller (Jim Fiscus), Daniel Reitman (John Lorentz), Alan Rosenthal (Jim Fiscus), Lea Rush (Aaron Curtis), Heidi Schaub (Aaron Curtis), Mark Sharp (John Lorentz), Shawn Wall (Jim Fiscus), Patty Wells (Marc Wells), and Joyce Zimmerschied (Andrew Nisbet).

OSFCI membership was accepted by: Michael Birkes, Jason Bostick, Paul Brinker, Carole Cole, Jaki Hunt, Geri Jeter, Sam Klein, Sara Mueller, and Lea Rush. David Blalock declined OSFCI membership.

The meeting called to order by OSFCI President Aaron Curtis.

I. Minutes of Previous Meeting

Aaron pointed out that everyone had had the chance to read the minutes (which were included with the meeting announcement), even if they hadn't actually do so. Debra: Why has Ann Stansbury dropped off the list of OSFCI members? She hasn't appeared on enough committee lists to continue being a member.

Aaron gave a brief summary of the minutes from last year's AGM. Tammy: Was Andrew only appointed for one year to replace Kami? Yes (the Board can only appoint people until the next AGM). The minutes as distributed were approved.

II. Treasurer's Report (Rick Lindsley)

Copies of the report was distributed (see below). OryCon 31 books are completely done; OryCon 32 books are very close to being done; GameStorm 12 closed some time ago; GameStorm 13 hasn't closed yet (the convention hasn't happened yet). And we're getting to do the tax returns again.

Rick explained the various accounts that OSFCI has, include the OryCon and GameStorm Odd/Even accounts.

OSFCI is solidly in the positive, with a good cushion against a bad convention…but we haven't had a bad conventionThe budget has been set for 2011. Tammy: We'll need to increase the budget to $500 since we're planning on having all the 2011 Board meetings at the Doubletree.

Paul moved that the treasurer's report be accepted. This passed unanimously.

III. President's Report (Aaron Curtis)

This was a good year. As you've already heard from the Treasurer, both of our conventions ended up with a relatively large surplus, compared to previous years. And the organization is on a good financial footing. We have a cushion for one convention having a disaster. But at the same time, we've greatly increased our capabilities and controls on the finance. I think that is the reason why we have had good financial results, good surpluses from our events–because our treasury (Rick, Steve and Paul). They say that nothing is impossible for the person who doesn't have to do it himself. I'd said that, a year ago, my goal was to get our financial house in order. I have to say that they've done a great job in doing exactly that.

Board of Directors activities: We kept the company solvent; we kept ourselves legal; we did not fail to file our taxes. (Rick: We did pay a small penalty to the state, since they don't recognize the federal extension for filing. But we did file that taxes before the end of the [second] extension, and we're well ahead of things for this years taxes.)

The Board re-established the positions of convention liaisons from the Board to each event. (For example, Andrew Nisbet is our liaison to GameStorm.) This is to increase communication with conventions, since we only meet five times a year and it's difficult when the chair of the convention doesn't show up for a Board meeting to give us a report. So we determined that if we appoint a liaison, that would be much more likely not to happen and we won't have to wait another two-plus months before we can get a report from the convention.

We still do not have the fine-running machine and bureaucracy that you would expect if we were getting paid for this, but frankly I think we're doing a great job for being an all-volunteer organization and we are continuing to improve on getting our reports and books together. And we're in good shape going forward.

At our most recent meeting, we established the John C. Andrews Memorial Worldcon Scholarship, in memory of a long-time and strong contributor to OryCon until his recent death. Each year, OSFCI will award a Worldcon membership and a $500 stipend in order for someone to attend the Worldcon that year. This would go to someone who is involved with OSFCI activities, and has not attended a Worldcon in the past five years, and who would benefit from attending (and Portland fandom would benefit from them attending). This is what we're doing with at least part of the surplus–giving back to the community (and doing something to remember John).

IV. Election of Board of Directors

John listed all the proxies that were submitted, and the people who have accepted invitations to join OSFCI. There was some discussion on whether Ann Ezell should still be listed as a member. This will be discussed after the meeting.

We currently have 79 voting members of OSFCI. Paul: How many are represented here (either present at the meeting or have submitted proxies)? 21 present, and 21 proxies (which means more than half of the members are represented).

The people that cannot be nominated (because they're already on the Board for another year) are: Arthur, Aaron, Rick, Tammy, John and Debra. People whose terms are expiring with this meeting are: Beverly, Andrew, Michael and Marc. It will take 22 votes to elect someone to the Board.

The following people were nominated for the four available slots:

  • Beverly Block
  • Andrew Nisbet
  • Tracy Penner
  • Devlin Perez
  • D. Stephe Raymond
  • Marc Wells

There were 42 people represented (either in person or by proxy). It takes 22 votes to elect someone to the Board.

After a short break (while the votes were being counted), Aaron reported the results of the Board election. Beverly Block, Andrew Nisbet, D. Stephen Raymond and Marc Wells were all elected to two-years terms on the Board.

V. New Business

Following up on informal discussion during the break while votes were being counted, Paul Brinker moved that Section XII of the Bylaws be changed to allow bylaws to be changed by a ¾ affirmative vote of all OSFCI members voting (either in person or by proxy) at the Annual General Meeting.

Discussion: Andrew said that there have been times when this would have lead to "a considerable amount of mischief." Paul Brinker: Can we also allow the OSFCI President to veto and changes? (The consensus was a strong "No".) Debbie: There would need to be a quorum requirement, so that someone doesn't just hold an emergency meeting to get changes through. Paul Wrigley: There was no notice of this possible bylaw change before the meeting, and there are 21 proxies in hand for this meeting–and no one can vote them because they (the people who gave the proxies) didn't know about this change. If we want to do it properly, we should circulate the proposed change before the meeting.

Jim asked that the section regarding bylaws be read:
"Section XII
The Bylaws of this Corporation may be adopted, amended, or rescinded in whole or in part by at (sic) affirmative vote of a majority of the Membership."

In other words, the changes aren't required to be made only at the AGM. So a mail-in ballot to change the Bylaws would be valid. (John: "Much of these Bylaws were written when OSFCI consisted of 20 people sitting in John Andrews' living room.")

Rick pointed out to Paul Wrigley that we just voted in the new Board members the same way. None of the proxy-issuers knew who the Board nominees would be–they just trusted the holders of their proxies to vote the right way. Aaron: We currently have 79 voting members of OSFCI, so that means we need 40 affirmative votes to change any bylaw…and we have 42 votes at this meeting. Andrew: Is there anything in the Bylaws that allows the members to call a (general) meeting other than the AGM? No. Debbie: It's unfair to have a major change to the Bylaws without it being announced in advance, so that everyone who cares about it can be represented at the meeting. Tracy: Is this such a life-altering change? Most people don't show at the meetings anyway, and we need the power to make needed changes. Aaron: The Bylaws are difficult to change for a reason–something really needs to be broken so that it must be changed.

It was clear there were enough votes against this motion to defeat it, so the discussion instead turned to "How does the corporation want to make changes?" Jim suggested that the members of the corporation request the Board review the Bylaws for possible changes and present any suggestions of changes to the next AGM. John pointed out that the letter that went out, telling everyone of the meeting, does include a request that people attend or send their proxies so that it is possible to make Bylaws changes. So people were told up front that there was a possible of changes being made.

Andrew moved that the membership instruct the Board to form a Bylaws committee to draft any needed changes to be presented at the next AGM (seconded by someone). Tammy proposed an amendment that these changes (if any) should be presented to the Board no later than the December Board meeting, who will make sure they are distributed to the OSFCI membership. The motion (as amended) passed unanimously.

VI. Adjournment

The meeting was adjourned at 8:25PM.

Oregon Science Fiction Conventions, Inc.

2011 Budget

2011 2010 2009 2008
Operating Expenses Actual Budget Actual Budget Actual Actual
Insurance $0.00 $1,700.00 $1,626.00 $1,700.00 $1,601.00 $2,030.00
Storage $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Free storage since 2008 due to non-profit status
Corporate Registration $0.00 $125.00 $125.00 $55.00 $155.00 $50.00
Legal Expenses $0.00 $300.00 $300.00 $300.00 $300.00 $300.00
Mark Protection $0.00 $250.00 $0.00 $250.00 $250.00
Bank Fees $0.00 $0.00 $7.50 $0.00 $72.00 $71.00
  Oregon CT-12 $0.00 $100.00 $84.00 $60.00 $0.00 $45.00
  Penalties $0.00 $0.00 $100.00 $0.00 $3,951.58
  Interest $0.00 $0.00 $0.31 $0.00 $0.00
  Bulk Mail Permit $0.00 $200.00 $0.00 $200.00 $185.00 $180.00
  PO Box Rent $0.00 $250.00 $245.00 $210.00 $0.00 $198.00 (2007) GS PO Box not included
  Other Postage $43.63 $25.00 $0.00 $25.00 $0.00 $12.08
Printing/Secretarial Expenses $14.28 $100.00 $74.34 $100.00 $58.44 ?
Meeting Space $0.00 $400.00 $423.50 $225.00 $121.00 $191.25
Web Site Expenses $0.00 $10.00 $9.95 $20.00 $0.00 $9.95 (2008) GS Domain pre-Reg for 5 yrs recently, $9.95 lower actual expense until expires
Miscellaneous Expenses $0.00 $300.00 $1,269.31 $0.00 $714.32 $0.00
Games Library $0.00 $200.00
Capital expenses $0.00 $2,000.00
Total Operating Expenses $57.91 $5,960.00 $4,264.91 $3,145.00 $7,408.34 $3,087.28
Interest $0.00 $10.00 $6.62 $20.00 $8.54 $319.75 2008 value > than expected, Interest on IRS penalties and CD.
Orycon Overhead Fee $0.00 $2,800.00 $2,858.00 $2,700.00 $2,752.00 $2,920.00
Gamestorm Overhead Fee $0.00 $1,400.00 $1,604.00 $1,200.00 $1,474.00 $1,248.00
Convention surplus $0.00 $3,100.00 $7,224.34 $0.00 $1,106.00 $1,150.38
Miscellaneous $0.00 $0.00 $0.00 $0.00 $3,735.73 $0.00 2009 – IRS refund
Total Income $0.00 $7,310.00 $11,692.96 $3,920.00 $9,076.27 $5,638.13
1/1/11 to
4/1/11 to
7/1/11 to
10/1/11 to
Operating Expenses
Insurance $1,700.00 $0.00 $0.00 $0.00 $0.00
Storage $0.00 $0.00 $0.00 $0.00 $0.00
Corporate Registration $125.00 $0.00 $0.00 $0.00 $0.00
Legal Expenses $300.00 $0.00 $0.00 $0.00 $0.00
Mark Protection $250.00 $0.00 $0.00 $0.00 $0.00
Bank Fees $0.00 $0.00 $0.00 $0.00 $0.00
  Oregon CT-12 $100.00 $0.00 $0.00 $0.00 $0.00
  Penalties $0.00 $0.00 $0.00 $0.00 $0.00
  Interest $0.00 $0.00 $0.00 $0.00 $0.00
  Bulk Mail Permit $200.00 $0.00 $0.00 $0.00 $0.00
  PO Box Rent $250.00 $0.00 $0.00 $0.00 $0.00
  Other Postage $25.00 $43.63 $0.00 $0.00 $0.00
Printing/Secretarial Expenses $100.00 $14.28 $0.00 $0.00 $0.00
Meeting Space $400.00 $122.00 $0.00 $0.00 $0.00
Web Site Expenses $10.00 $0.00 $0.00 $0.00 $0.00
Miscellaneous Expenses $300.00 $30.00 $0.00 $0.00 $0.00
Games Library $200.00 $0.00 $0.00 $0.00 $0.00
Equipment $2,000.00 $0.00 $0.00 $0.00 $0.00
Total Operating Expenses $5,960.00 $209.91 $0.00 $0.00 $0.00
Interest $10.00 $0.00 $0.00 $0.00 $0.00
Orycon Overhead Fee $2,800.00 $0.00 $0.00 $0.00 $0.00
Gamestorm Overhead Fee $1,400.00 $0.00 $0.00 $0.00 $0.00
Convention surplus $3,100.00 $0.00 $0.00 $0.00 $0.00
Total Income $7,310.00 $0.00 $0.00 $0.00 $0.00
Current (as of 2/1/11) account status:
Acct Balance Change from 9/20
Orycon Odd $5332 (-$13411)
OSCFI checking $15677 (+$7594)
Endeavour $4577 (+$1164)
GS Even $3747 (+$6)
Merchant $568 (-$16459)
GS Odd $4378 (-$2773)
OryCon Even $11878 (+$1027)
Campbell $190 (0)
OSFCI savings $19879 (+$1)