Board of Directors Meeting
July 10, 2011
ATTENDING: (Board members) Beverly Block, Aaron Curtis (OSFCI President), Rick Lindsley (OSFCI Treasurer), Tammy Lindsley, John Lorentz (OSFCI Secretary), Andrew Nisbet III, D. Stephen Raymond, Debra Stansbury, and Marc Wells.
Also attending were James Fiscus (Clayton and Endeavour), Page Fuller (Clayton), Michael Monical (GameStorm 14 Chair); Paul Brinker, and Ruth Sachter.
The meeting started at 2:03PM, Aaron Cell Phone Time.
I. Minutes of Previous Meeting
The minutes from the previous meeting were accepted by general acclamation.
II. Treasurer's Report (Rick Lindsley)
Rick sent out the treasury report earlier in the day and copies were distributed at the meeting. (See below.)
The GameStorm 13 books are in the process of being closed (they did have a surplus, there will be disbursements–it's all getting shaken out). OryCon 32's surplus has been sent to OSFCI–it's already exceeded what we'd budgeted for surpluses for all conventions during the year. (We'd budgeted $3100, and OryCon brought in a surplus of $6000.) So we might want to give some thought on what we might want to do with our surplus–it's getting to the point now where we could start another program.
We're working out how to pay for the wireless routers. (OSFCI paid for some of the costs, and GameStorm paid for some.)
The Westercon bid took in about $568 and spent $600, so we should get some of our $500 in seed money back (maybe $330 to $340).
An extension was filed for taxes–this was not due to any of the events not getting their info in, but just because Rick was overloaded at the time they were due. The John Andrews award has been added to the budget. We'd approved the amounts, but the item wasn't listed in the budget prior to now. In the future, this will run about $700 a year–$500 for the stipend, and $200 for the membership. (This year, we're playing catch up and will be purchasing two memberships–Renovation and Chicon 7–in one year.)
Items this quarter included paying Sam for 2011, renewing the Assumed Business Names (OryCon, GameStorm, the Susan C. Petrey Clarion Scholarship, the Jo Clayton fund and the Endeavour Award), and renewed the OryCon and OSFCI post office boxes. (There was some discussion about the GameStorm PO box.)
The web sites have been renewed for another year.
There was a discussion on the Games Library. It was decided the budgeted cost should be $200 a quarter ($800 a year).
We will likely start paying for storage this year, both because the new carts for the art show panels and steel will take up more space, and because the owner had already said this is likely the last year for the free (because we're non-profit) storage. Andrew: The increasing storage fees in the past have impacted our available cash reserves, so we'll need to keep a sharp eye out to make sure that doesn't happen again. We can afford to pay a reasonable cost for storage, we just want to make sure it doesn't impact our financial position again.
The treasurer's report was then accepted.
Attendance Roll of Board Members
The only Board member not in attendance was Arthur. He'd informed us that he would not be at the meeting, but didn't give a reason. Therefore, it was decided that it was not an excused absence.
IV. Reports on Sponsored Activities
A. Conventions and Bids
1. GameStorm 13
David Schaber was not at the meeting, but D. Stephen Raymond (GS 13 Treasurer) gave a report.
GameStorm drew 984 people, up 23% from last year, and that was with the new outreach department getting a late start. This year, for GS 14, it might be significantly higher. Still waiting for the final receipts from Hospitality before the books can be closed. (Stephe believed that they spent about $4350 of the $4500 that was advanced to Hospitality.) Even if all $4500 was spent, GameStorm 13 has a surplus of over $6800. In addition to that, there were surpluses rolled forward from GameStorm 11 and GameStorm 12. So the grand total is about $6600 for the chair to distribute and $6600 to OSFCI ($13,200 total). From the surplus, Dave Schaber wants to give $1,000 to the Endeavour Fund, $2500 to GameStorm 14 and donate the balance ($3100) to the Doernbecher Hospital.
There was discussion on the $2500 that Dave wants to give to GS 14. Rick said that the previous discussion at Board meetings made it clear we weren't going to do it anymore. It was Stephe's opinion that the issue had been rolling over all of the money, without a portion being distributed to OSFCI. John thought that the issue in the past was that surpluses were rolled forward to future years before the surplus distribution was made. This, the money going to the next year's GameStorm out of the distributions from the chair, seems like a different matter.
It'd been clear that we'd left an exception so that a convention could give money to a future convention to fund a specific purpose–but there's nothing specified in this case by Dave. Rick: GameStorm this year had a surplus of well over $6000, and it seems likely next year will be the same. Why does GameStorm 14 need this $2500? Mike: We (GameStorm) need to cover some of the capital expenses. The Hospitality equipment is aging, as is the refrigerator, and the scheduling software needs an upgrade. And there are ongoing IT expenses. Other people said that these sound like OSFCI items (capital expenses) rather than tied to a specific convention.
Andrew: The reason that the Board hasn't spent much money on software is the worry that this would force future conventions to use that software, when they might want to use something else. I would be very happy to approve a motion to buy new hospitality equipment–I'm less sure about software. Michael: Spending money on commercial software would help give us continuity from year to year, and there is a work session next weekend to brainstorm on possible options (which is costing roughly $300 for the Internet service during the session). Beverly described the needs of the software, and what has been used in previous years, and assured the Board if GameStorm can find something that works well, they're not going to want to change from it. John: If people who worked on GameStorm for several years sit down and determine that a piece of software will work for them, I'm very comfortable with the Board approving money for it‰even if the particular people might not be working on GameStorm in the near future. Aaron: The fact that the scheduling software doesn't do what it needs to do is a major stumbling block in GameStorm being a better convention.
Tammy felt that allotting the $2500 out of the distributed surplus does avoid the problem of money not flowing to OSFCI that we've seen in the past. Andrew moved that the Board request that GameStorm present the Board with a concrete amount towards hospitality and a separate concrete amount for software, and in addition we approve $300 towards the software planning meeting next weekend for the technical resources they need. Debra suggested that the motion should be split: one motion to allot money towards buy hospitality equipment (which is used by all conventions), and another towards the software needs for GameStorm.
That was discussion on whether the $2500 would reasonably be enough to purchase/develop the needed software.
Rick: It appears that there would be no problem in GameStorm funding the $2500 out of the profits they're currently making. This transfer would take $2500 out of being used for other charitable activities. Aaron: The best place for disposal of a surplus is making for a better experience for the members of our conventions. (At this point, people realized that there had been some confusion, and there wasn't any money needed for the work session the following weekend, so that was dropped.) Stephe: Is the current policy that no convention can roll general funds (not for a specified purpose) forward to a future convention? Aaron: The president's interpretation of the existing policy is that no money can be rolled forward to the following year before a surplus is allocated; however the event chair can roll money forward to a future year out of his/her portion of the surplus. There was no objection to this interpretation.
Beverly proposed that we now add restrictions, so that money couldn't be rolled over, ever from the part of the surplus that the chair controls, to a future year's general funds–only for a specific purpose. Paul suggested that money for any specific purpose should roll to OSFCI, and then the new year's convention request it from OSFCI (i.e. no convention-to-convention transfers). Stephe disagreed with this, feeling that we don't need to add new restrictions. Rick was concerned about moving money to an already-profitable convention, when funds like Petrey or Endeavour could be getting the money instead.
After considerable discussion, it was decided to leave the current policy unchanged.
The report on GameStorm was accepted.
2. OryCon 33
Devlin Perez (OryCon 33 Chair) was not at the meeting. There's not much information on registration numbers–Beverly (the OSFCI liaison to OryCon 33) has been trying to get more detail.
The automatic e-mails from PayPal (when memberships have been purchased) have not been getting through, but Stephe recently sent Wes (OryCon 33 Reg) a spreadsheet of all PayPal purchases. OryCon may have to get a new webmaster, since the current one has been having some personal issues (and the current web page is terrible). Devlin may have someone in place to take over. Beverly will keep trying to talk to Devlin to get things running smoother.
Jim: Is this something that the Board needs to take over? Beverly and Rick: No, many pieces are working fine.
Stephe described some of the financial procedures that he is implementing for OryCon (similar to what he's used for GameStorm in the past). He will be listing all durable goods that are purchased by OryCon this year in the OryCon treasurer's report provided to OSFCI.
Aaron: We (the OSFCI Board) will need to know if there's anything that the Board will need to take over for OryCon to make sure it runs smoothly. Beverly: Certainly if there's not a working web site by the time of the next OryCon meeting (later in July), that's a major problem. (Currently there's no link from the OryCon web site to the hotel.)
The OryCon 33 report was accepted.
3. GameStorm 14 (Michael Monical)
There are 199 people pre-registered for GS 14, compared to 160 people this time last year, and there is about $5,000 in the bank. There was an executive meeting on June 4th, and there was a meeting on June 5th about the scheduling system. There is an RPG Guest of Honor; the Board Gaming Guest of Honor hasn't been determined yet. The new web site will be ready to go very soon, and the wiki is up and running.
There's an executive committee meeting next week, as well as a code jam meeting. There's a game day the following week. There are still a few positions left to fill, including (possibly) dealers.
The management agreement has been signed (as of this meeting, after some additional discussion).
4. 2013 Westercon Bid (Paul Brinker)
Gene could not be at the meeting today, but Paul (the bid treasurer) gave a report.
The bid failed…Portland was not awarded the Westercon. Gene said that he will be returning about $368 back to OSFCI. (The bid about 30 pre-supporters.) Jim: When a bid fails, do we return the money to the pre-supporters? No. Ruth: Did anyone at this meeting vote in site selection? One person did. (The bid lost by a small number of votes.)
Rick: Do we want to donate the remaining money from the bid to the winning site? It's a small amount, but it might gain us back some good will that we lost on the bid.
Discussion on the bid:
Aaron: After reading all the e-mail about the bid on SMOFs and elsewhere, there's a very real concern that this bid damaged the reputation of OSFCI. Not because it failed, but because it was simply a bad bid. The folks in Portland didn't have the energy to get behind a Westercon bid, and in hindsight we probably shouldn't have given out approval to have someone else run the bid (in Portland under OSFCI), because he didn't do a good job of representing us. John: What many people saw, based on a large number of blog posts and Twitter feeds, was a bid put on by people who really didn't seem to care. Andrew: If that is indeed the case, there's very little we can do about it.
After more discussion, Beverly moved that we forward the remaining money to the winning (Olive Country) bid, and ask them (in a letter from the OSFCI President) to give pre-supporter credit to our pre-supporters. This motion passed unanimously.
B. Funds and Awards
1. Campbell Pin Fund
Ruth and John spoke with Spring Schoenhuth, who manufactured the Campbell Award pins. She said that people are speaking with Dell Publications (who owns the Campbell Award) about them possibly paying for the remaining cost of the pins. So they don't want OSFCI to do anything more towards raising the remaining money until we hear back from Dell. Stephe: How much is still owed? Roughly $1300.
The Board unanimously agreed to do nothing for the time being.
2. Clayton Memorial Medical Fund (Page Fuller)
A written report was submitted (see below). There have been a lot of donations lately, thanks to Jay Lake's efforts to promote the fund. Rick: Is it true we're now seeing some requests after quite a while with none? James: That's been the pattern–long periods of no requests, then request for immediate help, before going back to no requests again.
3. Endeavour Award (James Fiscus)
A written report was submitted (see below).
4. Susan Petrey Fund
Copies of the report were distributed at the meeting (see below). People were reminded that this is the last year that Debbie and Paul will be the fund raisers for the fund, so either someone else needs to be found to take their place, or the existing money will be given away until the fund is exhausted.
5. John Andrews Worldcon Grant
The grant was offered to Ellen Klowden (who has run the Creation Station at OryCon–she lives in Eugene), who was very excited about receiving it.
Beverly is taking over being on charge of the grant, with Ruth remaining on the committee. The next task is to put together plans for picking the 2012 recipient. The committee will try to have this drafted by the time of the next Board meeting.
IV. Other Continuing Business
A. Banning Policy
No progress yet. Tammy is going to take charge of this.
B. Bylaws Committee
See written report (below). So far, there have been two suggestions: (1) Go back to a bimonthly Board meeting schedule; (2) Change the percentage of members voting in favor of a bylaw change from a majority of all memberships to something like 40% of all members–as well as making it clear that bylaws can be changed by other methods than a vote at the Annual General Meeting (such as an e-mail or online vote). James: What do the Bylaws say about a quorum requirement? There is nothing in that about a minimum number to constitute a quorum.
C. Storage Manager Report
No report, other than a request that the Board discuss purchasing new carts for the panels and steel.
Stephe mention that he would like event treasurers report on the purchase of durable equipment by the event, and where it is located (such as he is doing for OryCon).
D. Other Continuing Business
- Aaron (in his role as the Games Librarian), has submitted a list of games that have been acquired.
- Aaron has been negotiating the hotel contracts for GameStorm 2013 and 2014, the drafts are nearly ready. GameStorm will have all of the space from Thursday morning through the end of Sunday. The cost will be $1000 for the space (more than the previous $0, but still a good price). He still needs to find out about game days. There was some discussion on the game days–should the dates be specified in the contract? (The drawback might be that the game days would cost some money for the space; currently, it's been possible to get the space for free by using whatever dates they might have available.) There was several minutes of discussion on the pluses and minuses for having days specified in the contract, and Aaron will use this feedback in drafting the contract.
V. New Business
A. Storage and Hospitality Equipment
Devlin Perez e-mailed a proposal for purchasing new materials for the storage (a new cart for the steel, and new carts for the art show panels) and a new refrigerator for use at conventions. Devlin requested that OSFCI purchase a new cart for the steel supports for the art show panels (at a maximum cost of $400) and two new carts for the art show panels themselves (at a maximum cost of $800). These purchases are becoming more imperative since the panels and steel supports are being used by Renovation next month.
Devlin also proposed spending up to $500 for a new refrigerator for hospitality use.
Andrew moved that we approve the purchase of the carts (up to the maximums specified). This motion was seconded and passed unanimously.
On the refrigerator, after some discussion, Tammy moved that we request a capital funds proposal for new hospitality equipment–including the refrigerator, the microwaves mentioned earlier in the GameStorm 13 report, and any other new equipment that we need. Then the Board can consider it. This motion passed unanimously.
B. Other New Business
- Kumoricon has requested the use of our wifi (Clearwire) equipment. They will pay any service charge. The Board approved this. (They will sign an agreement with OSFCI that they will replace any broken equipment, and Paul will install the equipment there.)
- Aaron would like to borrow the wifi equipment for the Gathering of Friends, a private gaming gathering in Niagara Falls, NY). There was considerable discussion about this, since this is a private group, not a non-profit organization. But it is a gathering of very influential people in the gaming industry, and it could be very good publicity for us (it might bring more gaming pros to GameStorm). The Board approved the use of the equipment 7-2. Aaron will approach them to see if they wish to use the equipment.
The date of the next meeting will be Monday, September 19th, at the Lloyd Center Doubletree hotel at 7:30PM.
Treasurer's Report 7/10/11
1. Current Status
Gamestorm 13 books are in the process of closing, and it appears they did indeed have a surplus. I'll let the GS13 chair or treasurer give more details in their report but I anticipate their being closed by the end of July, and possibly as soon as by the end of the Board meeting.
Contributions from O32's surplus already exceeded the (conservatively) budgeted amount for this entire year, and OSFCI's share of GS13's surplus has yet to be calculated and delivered. At this midyear point, it appears OSFCI will again be flush in funds this year.
Wireless access capital purchases were incurred by the GS13 staff, and per previous agreement with the board, the convention was reimbursed $850 as we've determined capital equipment should be an OSFCI expense and not a convention expense.
As most have heard, the Westercon bid did not win; consequently, there will be a relatively quick closing of the books and the accounts opened for them will be closed. One lesson learned -- on a bid (for any con) we probably don't need the fancy checks and check stamp until after we win -- that accounted for a significant part of the Westercon expenses, in the end, and proved unnecessary. These books too may close as soon as the day of the Board meeting, but probably end of July at the latest.
An extension was filed for taxes but for once it was not due to con treasurers being late with information. Kudos to the con treasurers in exceeding my expectations. It was due to the OSFCI Treasurer having Renovation, OSFCI, work, and vacation all collide in roughly the same time/space. It is expected a single extension will be all that is required (July looks like a relatively quiet month for three of those).
Note the addition to the budget of a line for expenses associated with the Andrews Award. This was inadvertently omitted from the budget in the copy from the last meeting. This year $1050 is allocated, representing a $500 stipend, $180 to purchase a membership in the 2011 Worldcon (Reno), $175 to purchase a membership in the 2012 Worldcon (Chicago), and $195 to purchase a membership in the 2013 Worldcon (site not yet determined). In future years, the budgeted amount will be closer to $700, which is enough for the stipend and just one membership, purchased two years in advance, shortly after the winning bid is announced in late summer.
At the time of this report, I had not received a report from the Petrey Fund or the Clayton fund and thus cannot report on their balances. All other OSFCI accounts are at a single bank to which I have access and are included below.
Current (as of 5/25/11) account status:
|Acct||Balance||Change from 4/25/11 report|
2. Old Business
I still need to purchase a Chicon Worldcon membership ($175) for the John Andrews 2012 award before the price goes up 9/30/11.
The Clayton Memorial Medical Fund Award
Report to the OSFCI Board
July 10, 2011
Requests for Aid:
We had a request for aid that required significant grants to cover heavy medical bills. The grants have totaled $5,000.00 to date. We anticipate the need to provide an additional grant to the writer we are helping near the end of the year of an additional $1,500.
Since the our last report in February, we have received donations totally $6,275.47
Treasurer Page Fuller reports activity since the first of the year as follows:
|Balance January 1, 2011||$7,674.22|
|Total Deposits in 2011:||$6,275.47|
|Total Checks for Grants:||$5,000.00|
|Balance July 1, 2011:||$8949.69|
We have enough money in the account to make the additional grant we anticipate to the writer we are helping. We are, however, considering a fund raising drive to rebuild the Fund's ability to meet emergencies.
Board of Trustees
|Committee Members||First Appointed||Term Expires|
|James Fiscus, Chairman||October 1996||November 2012|
|Page Fuller, Treasurer||October 1996||November 2012|
|Arthur Aldridge, OSFCI Rep.||July 2005||While serving on OSFCI Board.|
|Geri Jeter||November 2002||November 2013|
|Ruth Sachter||November 2002||November 2013|
|Marc Wells||November 2003||November 2013|
James W. Fiscus
Chairman, Clayton Board of Trustees
The Endeavour Award
Report to the OSFCI Board
July 10, 2010
Books Received and Finalists
We had 42 books published in 2010 entered for the 2011 Award. We just wrapped up the preliminary judging and selected our finalists:
- "A Cup of Normal" by Devon Monk, published by Fairwood Press;
- "The Bards of Bone Plain" by Patricia McKillip, published by Ace Books;
- "Black Prism" by Brent Weeks, published by Orbit US;
- "Dreadnought" by Cherie Priest, published by Tor Books; and
- "Silver Borne" by Patricia Briggs, published by Ace Books.
Our judges for 2011 are John Joseph Adams, Bud Sparhawk, and Jo Walton.
We've started collecting books published in 2011 from publishers for next year's Award
We have posted a job offer for an administrator. (We're offering a copy of all the books that come in for the help.)
We thank OryCon 32 for their donation of $446.40.
We have $5,026.14 in the bank.
|Committee Members||First Appointed||Term Expires|
|Sarah Bryant||October 2006||November 2012|
|James Fiscus, Chairman||October 1996||November 2014|
|Page Fuller||October 1996||November 2014|
|Marilyn J. Holt||September 2000||November 2014|
|Sara Mueller||October 2003||November 2013|
|Alan Rosenthal||January 2006||November 2012|
|Sheila Simonson||October 1996||November 2013|
|Shawn Wall, Treasurer||November 2005||November 2013|
James W. Fiscus
Chairman, Endeavour Award
Susan Petrey 2nd Quarter 2011 Report
Attached is the Financial Report for the 2nd quarter. In addition, we anticipate receiving checks from both OryCon 32 and Microsoft.
We hope to attend the final Clarion West party in Seattle and meet both Charles Stross and Alisa Alering. We continue to plan the 2011 Brew Pub Fundraising Tour and the Egg Sales at OryCon 33. While continuing to administer the Fund, we wish to reiterate that 2011 will be the last year that we, personally, will be directly raising funds at OryCon.
Paul M. Wrigley
Susan C. Petrey Scholarship
Income Statement - Q2 2011
|OCF Balance (6/30/2011)||$47,659.85|
- Charles Stross (Susan C. Petrey Fellow)
- Todd Castillo (Long Beach CA)
BYLAWS COMMITTEE REPORT
For the OSFCI Board Meeting 7-10-11
There have been two suggestions presented to me by members of the committee for changes to the Bylaws.
Changes to Section VIII, which reads:
"VIII. Board Meetings
- 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.
- An organizational meeting of the Board of Directors shall be held following the Annual Meeting to elect new officers and conduct such other business as the Board may deem necessary.
- The date of a regularly scheduled meeting may be changed by the OSFCI President on an emergency basis following consultation with the Board. Such a change shall not affect the scheduled date of any following regular Board meeting. Special meetings of the board of Directors may be called by a majority of the officers or by written request to the Secretary from four (4) of the Directors.
- Directors, officers, and ex-officio board members, must be informed by the secretary of the time and place at least fourteen (14) days before each regular meeting. Notice may be given by email, phone, or letter, depending upon the preference of the Director, officer, and ex-officio board member. Directors, officers, and ex-officio board members shall be informed of emergency or special meetings at least twenty-four (24) hours prior to the meeting."
The main thrust of the suggested change is that the Board return to the practice of meeting bimonthly, rather than quarterly. Meeting more often will give the Board more meeting hours during the course of the year to fully consider items brought before it (rather than postponing them to subsequent meetings for lack of time), and will give it a quicker response time to new issues.
It will also place a full Board meeting (rather than just election of officers) closer to the time of GameStorm. The present schedule has the last full meeting of the Board in December, 3.5 months before that convention. GameStorm is becoming a larger and more complex convention as the years pass, and is deserving of more attention from the Board.
The proposed schedule of meetings would be:
- The fourth week of February (first full meeting with the new Board following the AGM, and a change from the present schedule).
- The fourth week of April (same as the present schedule).
- The third or fourth week of June (rather than the second week of July, as in the present schedule).
- The second week of August (a change from the present schedule).
- The second or third week of October (a change from the present schedule).
- The second week of December (same as the present schedule).
Changes to Section XII, which reads:
The Bylaws of this Corporation may be adopted, amended, or rescinded in whole or in part by at affirmative vote of a majority of the Membership."
The first recommendation is to change the phrase "a majority" to "40%", or other appropriate percentage. The Secretary has been asked to provide records of the past five years of Annual General Meetings, to determine what percentage of membership voted at those meetings, either in person or by proxy. The change would be such as to have made the average percentage voting at those meetings a sufficient percentage for a change to the Bylaws to have been allowed.
The second recommendation is to specify in this section a process by which a vote on changing the Bylaws can be held, other than at the Annual General Meeting. Said process should include provisions regarding:
- Methods and timing of notification to the membership of proposed changes to the Bylaws.
- Methods of voting on the proposed changes, including whether voting will be allowed by email, hand delivery, or delivery via USPS or other paid delivery services.
- Time period allowed for voting (from date of notification to closing of voting).
- Threshold for determining when a proposed change will be submitted to the membership for a vote (as there could be significant effort and expense involved in notifying the membership of a vote). This might involve a petition signed by a minimum number or percentage of the membership. Said restriction would not apply to changes proposed at the AGM.
Stephen Raymond, Chair