Special Board of Directors Meeting
January 30, 2011
ATTENDING: (Board members) Arthur Aldridge, Beverly Block, Aaron Curtis (OSFCI President), Rick Lindsley (OSFCI Treasurer),Tammy Lindsley, John Lorentz (OSFCI Secretary), Debra Stansbury and. Marc Wells. (Board members Andrew Nisbet III and Michael Pinnick were not in attendance, Michael due to illness excused.)
Also attending were Gene Armstrong, Paul Brinker, Sam Justice (OSFCI attorney), Ruth Sachter, D. Stephen Raymond, Joyce Zimmerschied and David Lohkamp–as well as others who did not sign in.
The meeting started at 1:05, clock-on-the-wall time.
I. Minutes of Previous Meeting
Aaron Curtis asked the Board members if they had read the minutes when they were distributed (several people had). There were no corrections.
The minutes from the previous meeting were then accepted.
Aaron: One of the things that was decided at the last meeting was that money would no longer just be rolled over from convention to convention, except for specific purposes (such as sponsoring a special guest). There were several items that did not get dealt with at the last meeting, which is why we're having this special meeting to catch up.
II. Treasurer's Report (Rick Lindsley)
Rick did not prepare a detailed report for this special meeting, but one item he did want to cover was the proposed 2011 budget (copies were distributed).
One change from the proposed budget distributed last time was that, since we have several capital item requests, he increased the capital items budget. He broke out what was "Miscellaneous" to (what would be truly) Miscellaneous, Games Library and Capital Expenses. In general, this hasn't changed much from last year's budget. The fee for Oregon taxes was increased, since we crossed the income threshold to a higher level. He made some more significant changes to the income level. He looked at the surplus amount that's gone to OSFCI over the last three years, and based a budgeted surplus amount on the average for those year. Aaron: We do budget OryCon for making a small surplus each (to make sure cover the overhead), whether the attendance goes up or down. Tammy: The total pre-overhead fee surplus for OryCon last year about $17,000 (about half of that going to OSFCI). (This isn't in the budget yet, since last year's OryCon hasn't closed their books yet.)
Should we be encouraging the conventions to spend more money, to cut down on surpluses? Not necessarily. We do want to make sure the attendees don't get shorted, but there's no reason to spend money just to spend the money. If they can find new ways to serve the members, that's fine, but they aren't suffering any lacks now.
Aaron: What is the "Mark Protection" in the budget? We spend $250 in 2009 and nothing in 2010? John: That's the Assumed Business Name fee for "OryCon", "GameStorm", "Endeavour Award", "Clayton Emergency Medical Fund" and "Susan Petrey Clarion Scholarship". Not sure why we didn't pay it in 2010–John will check into it. (The marks were renewed in 2009, and don't come due again until 2011, which is why we didn't pay in 2010.)
Aaron: What is the Oregon CT-12 fee? Rick: That's the "non-tax" form that we have to file with the state each year. They state very clearly that it is not a tax, but the amount of the fee is based on your revenue, and it goes up if the organization has more than $100,000 in revenue, and last year we had about $102,000. Since it is based on revenue, that's why I've been working so hard to track down money transferred between events. (GameStorm giving money to OSFCI isn't revenue, but people paying to attend GameStorm is.)
(There was some discussion on how to integrate the payment for the GameStorm PO box in with the OSFCI and OryCon PO boxes.)
The amount in the budget for Meeting Space was raised, since we're talking about renting space for the Board meetings (we can't get enough done in the short hours available to us at the–free–Everest College space.)
Other than that, the biggest thing is that there is money budgeted for capital outlays, since we always have some and we haven't been budgeting for them in recent years. We have a good bit of money in the bank, and each year we've been gaining (because of the event surpluses), but each year the budget makes it looks like we're losing money when we don't budget for capital outlays…or for surpluses from conventions.
John moved that we accept the budget overall, with the knowledge that the capital expense amount might change later in the meeting, when we discuss some of the other proposals. This was seconded and the budget was approved.
III. John Andrews Grant
Ruth distributed copies of the proposal, where OSFCI would buy a Worldcon membership each year, and present it to someone who might not be able to attend–someone who has participated in OSFCI activities, probably has not been to a Worldcon before (or at least has not been to one in at least five years), and could bring back to OSFCI knowledge and networking gained by attending the convention. We wouldn't want to have strict criteria for who we pick–the idea it it would be people where it's clear it would be a help to them and OSFCI.
Do we have an idea how we want people to apply? Or would it be by nomination only? Ruth: For this year, since the time is short, maybe have it by nomination. For next year, we could have an application process–some sort of basic form with some background. And then the Board, or a committee appointed by the Board, would review those. Beverly: Maybe this year, even with the short time, we send it out to the OryCon and GameStorm staff lists. We're not paying a full ride, are we? (No. A membership and some small amount, like $200 or $500.) Beverly suggested we do go through an application process this year. John: We are running out of time. If we delay it too much, there's a greater chance that the person we pick can't go. They still have to arrange for time off from work, and pay for transportation and such. The one advantage we have for this year is that Reno is within driving distance of Portland–that's not true for next year (Chicago). Ruth: And there is someone in mind already for this year
Aaron: Who would administer this–would it be Ruth? Ruth was willing to be on a committee, but there should at least be some Board representation, also. Beverly Block, Ruth Sachter and Marc Wells were appointed as the administrating committee with Ruth as the chair of the committee. We will buy Renovation and Chicon memberships right away, and purchase future year's memberships at the initial (cheapest) rate.
Beverly: This isn't actually in the budget yet. After some discussion on the amount, Beverly moved that we award a membership plus a $500 stipend. This was approved by the Board. When is the stipend paid out? After some discussion, it was decided to pay out the stipend one month before the start of the convention.
Marc suggested that we try to announce each year's recipient at the Annual General Meeting. (Probably not enough time for this year, but in the future.) Rick: Just to be clear–this is not limited to OSFCI members? No, it's open to anyone who participates in OSFCI events.
Marc: We should require some sort of report (blog, pictures, etc.) We'll leave that up to the committee.
Reviewing the final wording. This grant will go to a person who:
- Is a first-time Worldcon attendee (or someone who hasn't attended in at least five years);
- Participates in OSFCI activities;
- Has demonstrated an aptitude for contributing to the fannish community; and
- Worldcon attendee could likely contribute to their future participation in OSFCI events.
The initial committee will be Ruth, Beverly and Marc, the initial stipend with be $500 (given out one month in advance of the Worldcon) plus the membership. And after purchasing the Renovation and Chicon memberships now, the future memberships will be purchased at the lowest rate possible. And the subcommittee will determine what (if any) reporting requirements there are.
This final form of the proposal was approved the Board.
IV. 2013 Westercon Bid (Gene Armstrong)
Gene distributed a revised proposal for a bid for Westercon to be held in 2013 in Portland. At a SWOC meeting at Rustycon, they decided to step out of the picture to make things less complicated. (The initial proposal was for a joint OSFCI/SWOC bid.) Gene has missed the initial January 1st filing deadline, so now the entire Westercon zone is eligible. He is still trying to come to a final agreement with the Jantzen Beach Red Lion (they keep making changes in their proposals, and adding new charges). He has run the contract drafts through Tammy to get some feedback. Tammy noticed that they had a 90% attrition rate in their proposal (anything less than 90% of the room block filled and they add extra charges). And the peak room nights in the block is only 150 for Friday and Saturday. Gene: Westercon during the last few years has been drawing fewer people than OryCon.
There was some discussion on the Red Lion as a Westercon site (and the possibility of bridge construction affecting that site), and possible other sites in town, since the Westercon is small enough now to fit into more hotels. Gene: The hotel might still change. The key is to file before the April 15th deadline.
He now has a treasurer (Paul Brinker), and he's hoping that Tammy Lindsley will take on Hotel. Tracy Penner will be an assistant chair.
Aaron: Let me reiterate what you're asking for: (a) the corporate umbrella and oversight from the Board; and (b) $3000 in seed money. There are no declared bids for 2013? No, there no are other bids. Where is the 2011 Westercon? San Jose. Beverly: And 2012 is in Seattle? Yes. Debra: Are you familiar with the standard OSFCI management agreement with convention? Would you be willing to sign it? Yes.
Rick: My concern is the number of volunteer hours this will cost. We've seen how much time Renovation has sucked in and it's affected both OryCon and GameStorm. On one hand, this is a better proposal than the split (OSFCI/SWOC) proposal we had before, but on the other hand I don't know if we've got the resources to spare. I wasn't here the last time we ran a Westercon, but I have the feeling the overhead is greater than for an OryCon.
The last time we did Westercon, was GameStorm in existence? Yes–the last Portland Westercon was in 2001. Will you (Gene) be able to pull people from Seattle to work on this? No, but he does have people from other cities working on this. His desire is to pull in people from Portland first, although he doesn't want to (has been told not to) pull people away from Renovation. He has the backing of several conventions in Washington.
Rick: In the years that we've had Westercon here, did that adversely affect the attendance at OryCon? Not substantially. The last time, because of the way the economy went, we had more people at OryCon than Westercon–but usually, there's a long enough gap between them that there's not much of an effect. (It's had more of an effect on the committee.) Ruth: One thing that's helped OryCon is that it's settled into a good location. So the hotel where Westercon is held will likely have a major effect on the convention. And we want to make sure that Westercon doesn't affect the hotel relationships that we have for OryCon and GameStorm. With the current size of Westercon, there are many more sites in the area that could hold it.
Aaron: Is $3000 the right amount? Probably–it's about what each OryCon starts out with, from the memberships sold the previous year. Arthur: I assume, like the OSFCI overhead fee, this will be paid to OSFCI before any surpluses are disbursed? John: That is what's happened with Westercon in the past–the seed money was paid back first. Gene: What does the $2 a head cover? Insurance, storage, corporate costs and other overhead expenses. Gene is planning that pretty much any surplus will go to the Endeavour Award, the Petrey fund and OSFCI. Rick: We don't require specific percentages on charitable distributions from our events ahead of time. Marc: In the past, after the seed money has been paid back and the overhead fee paid, there's been a requirement in the management agreements that a certain percentage (of the surplus) would be transferred to OSFCI. When can a Westercon start selling memberships? As soon as they're awarded the bid (convention). Westercon is on a two-year cycle, so they can start selling memberships two years before they hold the event.
At this point, the Board voted 6-2 in favor of supporting this Westercon bid.
Aaron asked the two people who voted against it if they wanted to say why they were opposed. John had two major reasons:
- Looking at what's put together so far for the bid, it doesn't look like it's prepared enough to be presented to be voted on this year. Even though Utah is planning on running for 2014, this bid would be a lot better with one more year to prepare it.
- On purely a personal basis, he doesn't like the idea of Westercon going Seattle-Portland in consecutive years. Although it's legal, the Westercon zones were set up with the idea that the convention would move around each year, and consecutive Westercon 160 miles apart goes against that idea.
But the major reason is that it doesn't feel like this bid is prepared enough. There's been no final decision on the site, the bid committee is still being pulled together, and because it's passed the January 1st deadline–which opens it up to the entire region–you can't know yet what you're running against.
Rick was uncomfortable with the brain drain of a Westercon. We're looking at a bid that has to be ramped up very quickly…at the same time that planning for Renovation is taking up a lot (all) of the available time of many Portland-area fans. And since this would be entirely under OSFCI's umbrella, then how well it works reflects directly on OSFCI.
There was some discussion on the bidding process itself.
Aaron: Based on the discussion, I'd like to take the vote again. Based on this discussion, I don't think the time is right for Portland to be running a Westercon. Marc: Is it a matter timing or a concern that the Board won't be able to provide the resources necessary? If it's a matter of resources, other large group (such as Kumoricon) have indicated their support. Arthur: If this bid isn't successful, what's OSFCI's exposure? Gene: Well, there will be the $3000 in an account that I don't use. John: Are you asking for $3000 in seed money for the bid or for the convention should you win? Gene: I was thinking about start-up capital for the convention, but I do need some money to start up the bid, to open a bank account, etc.
Marc proposed that it be modified so that they receive $500 now, and the other $2500 when they win the bid. This passed 5-2.
V. Disposal of Capital Assets
(This was prompted by the computers and monitors given away without Board approval after OryCon 31. We realized then that we had no set policy.)
Andrew has proposed via e-mail that anything over $500 in capital assets should require Board approval. Rick suggested (since the Board gets together infrequently) a two-tiered system: anything in the range of $500 to $1000 could be approved by the Treasurer; over $1000 must be approved by the Board.
There was discussion on who would make the decisions for under $500. Convention chair? We have several of those at any one time. Whoever is in charge also needs a list of what capital assets we own. After some discussion, it was decided that the OSFCI Treasurer would be in charge of all of the capital assets ("capital assets" being defined as items purchased with the expectation that they would be used for multiple events).
After some discussion, it was decided that the policy shall be:
"The OSFCI Treasurer will be in charge of the OSFCI capital items (items purchased with the expectation that they will be used by more than one event). He will approve of any disposal of capital items, and (at his discretion) may consult with the Board if there any questions. An exception to this will be the Games Library, which is currently under the control of Aaron Curtis, as the appointed OSFCI games archivist." This passed unanimously.
VI. Badge Printers
There is a proposal by Davis Beeman [who was not at this meeting but Paul Brinker summarized the request] to purchase one or two (preferably two) new dedicated plastic card badge printers, including a service contract. The goal would be that these would be used by both OryCon and GameStorm, and possibly rented out to other events.
Aaron mentioned the badge printers that OSFCI purchased previously (which Davis may not have been aware of) some time back, which were used for about five years. They got old, they stopped working, and the cost was about $1 per badge. When it was realized that the traditional badge could be printed for about 20¢ each, it was decided this was an expense that we didn't need. Beverly: When we used them for GameStorm, it wasn't the cost but the fact that they needed constant repair. If we got one with a maintenance contract (if it breaks, it gets fixed), it becomes much more feasible.
Arthur: Printers like this are becoming cheaper. They're not $3000 anymore–good ones cost maybe $1500, and $500-$1000 will buy us what we need.
After some discussion, it was decided to table this until we had more information from Davis, especially in the cost on using them (including the availability of supplies), as well as how well they'll integrate with the software that we are using for registration.
VII. GameStorm Routers
This a proposal to buy four Clearwire modem+wifi routers to use at the Vancouver Hilton for GameStorm. (GS has already purchased one modem+wifi router and has tested it at the hotel during game days and it worked fine.) Additionally, there is a $45 service charge for one month (with a one month minimum) for each modem+router, so they could be turned on for one month and then turned off until the following year. This is in contrast to the current hotel price of about $800 per GameStorm. These are not for high-volume usages, such as watching YouTube videos, but can handle most normal usages. (Locations such as YouTube, or protocol types such as streaming video, would be blocked at the router.)
This is intended primarily for GameStorm (for both committee and attendees), but they could be used for OryCon. They are in the GameStorm budget, which has been accepted by OSFCI, but since they are capital items it would make more sense that they be purchased by OSFCI. Rick: What is the capacity of the network with these? Paul: 5mbs up, and 30mbs down (that's for the combination of all five routers/modems).
Rick: The wired Internet used for Registration for OryCon at the DoubleTree last year sucked.The wireless they used in the Green Room also sucked. So this might also be useful at OryCon. Paul: Just looking at GameStorm alone, this will probably pay for itself within two years; if we include OryCon, then it'll only take one year. Rick: Do we need an IT staff to manage these? Paul said Free Geek is helping him get set up, so that you can just take them to a location, plug them in and you're ready to go. (It worked that way for the test during the game days.)
Aaron: Do we need to negotiate with the Doubletree to allow us to use these there? Neither Arthur nor John knew of anything in the contract that would prevent us from using these routers. Tammy: This would allow us to have Internet access in the function rooms and the Exhibit Hall–the main lobby already has free wifi.
John moved that OSFCI pay for the four additional routers and modems; with the discussion on carrying cases and cables tabled until we have more information. (The $45 usage cost would be paid for by the events.) Rick: Do we wish to reimburse them for the modem+router they've already purchased? The Board unanimously voted to approve a total of $850, to pay for five modem+router sets (including the set already purchased by GameStorm).
VIII. Items Involving David Lohkamp
A. Request from David for Reimbursement of OryCon 31 & 32 Memberships
David had previously asked for reimbursement of the memberships purchased for OryCon 31 and 32, since he was a program participant at both events and felt that standard practice was that he should have received complimentary memberships both years.
This is the result of Aaron's discussions with both David and Kami Miller (who was in charge of programming at both OryCon 31 and 32):
- David was indeed on the program both years.
- The official policy for both years was that invited panelists are eligible for free memberships.
- David Lohkamp was not an invited panelist.
He was put on panels as he was in the past but this did not translate to a free membership. For OryCon 31, this was not made clear to him until October. As a result, he purchased a full-price membership (even though he was on the committee). For OryCon 32, he intentionally did not ask about this for as long as possible. Eventually, he asked, was told that he did not receive a free membership and bought a full-price membership.
Aaron's opinion was that it was appropriate to reimburse David for the difference between the full-price OryCon 31 membership and a staff membership because he was on staff, and the information that he needed to know wasn't given to him in a timely manner. David: Wouldn't it have been a requirement of Kami to notify me about my membership? Aaron: No. If you had been an invited panelist, she would have told you about this. She was under no obligation to tell you that you weren't invited. As head of programming, she decides who she was going to invite.
The OSFCI Treasurer will write a check to David Lohkamp for $30 (the difference between staff rate and what he paid for OryCon 31), and that closes the matter. (Because David was told this before OryCon 31, he knew it in time to purchase the lowest rate for OryCon 32 and did not do so.) This was approved by the Board 6-0, with 2 abstentions.
B. Disciplinary Discussion
The Board then went into an executive session as a committee of the whole, and notes from this discussion are not part of the OSFCI Board minutes.
The meeting was then adjourned.
Oregon Science Fiction Conventions, Inc.
2011 Budget (proposed)
|Storage||$0.00||$0.00||$0.00||$0.00||$0.00||$0.00||Free storage since 2008 due to non-profit status|
|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|
|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|
|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|
|Miscellaneous||$0.00||$0.00||$0.00||$0.00||$3,735.73||$0.00||2009 – IRS refund|