Board of Directors Meeting
July 15, 2007
ATTENDING: (Board members) Arthur Aldridge, Beverly Block, Mark Burns (joined meeting at 3:50PM), Aaron Curtis (OSFCI President), John Lorentz (ex-officio BOD member, OSFCI Secretary), Andrew Nisbet III, Michael Pinnick, Debra Stansbury, Patty Wells; Debbie Cross (Susan C. Petrey Fund); Mary Olsen (OryCon 28 Chair), Ruth Sachter (Potlatch Chair); Brenna Sharp and Vincent Vaughn.
Absent Board Members: Steve Criss (not heard from), Linda Pilcher (under the weather). (With Steve missing the second consecutive Board meeting, he is no longer eligible to be a Board member unless the Board excuses this absence.)
The meeting started at about 3:11PM (post-BBQ).
I. Minutes of Previous Meeting
Aaron Curtis: As is traditional with the Board meeting after the annual meeting, it was short. All that happened was that Debra Stansbury was appointed to fill a one-year Board slot, and the officers were elected. John Lorentz: And Paul Wrigley and Debbie Cross told the Board that they think about what effects splitting off the Susan Petrey Fund might have. Beverly Block pointed out an error in the Annual Meeting minutes, which will be corrected before those minutes are considered at next year's Annual Meeting.
Aaron: My memory was that Debbie and Paul said last time that they would investigate the split off of the Petrey Fund. Debbie: Actually we said that both sides should merely think about the possible effects.
Aaron moved that the minutes from the previous meeting be accepted and no one was opposed to the motion.
Statement from the President (Aaron Curtis)
This is my first meeting as OSFCI President. Several things have happened since May. I would like to state what I feel the purpose of the Board of Directors is.
- We take care of business like taxes and bank accounts, and the year-to-year stuff that conventions don't handle.
- We provide oversight
- Long-term, we keep the organization strong, which means growing it and maintaining it. The strength of a non-profit organization isn't in cash, it's in the time and energy that people devote to it. There's a constant drain on that pool of people because people move, they change their interests, they burn out. So we have to constantly keep growing the organization to account for this.
How we grow the organization:
- Recruit new people to work on cons.
- Increase the commitment from the people that you want to have. One person can do everything for a small convention, but it's not a long-term strategy. It leads to burnout.
- Increase the value of the contributions that you have, such as training or cross-training people (like sending the chair of GameStorm to C³).
We should keep this all in mind while we think about what we are doing.
II. Treasurer's Report
The report is that we have no Treasurer. (John Williamson having resigned after OSFCI was fined for filing the 2005 tax form late.) The check to pay this fine has been sent off to the IRS. Aaron is drafting a follow-up letter to the IRS to try to get some (or all) of the fine refunded. Patty: We should also send off a nice thank-you letter to Mike Glyer, since he offered some good advice (in his hat as a tax attorney) after Patty contacted him when this all came down. Although, in the end, his advice was that we were definitely not in good shape.
Aaron read off the draft of the letter to the IRS, and there some discussion on the wording. Should we even send the letter if we are not requesting a refund? No, we probably should be requesting a refund.
The letter mentions someone auditing the accounts. Does this mean a separate auditor besides the treasurer? Does this mean that we hire a certified auditor? Andrew Nisbet: We could not afford to hire an auditor. John: This strikes me as one of the main jobs of the OSFCI treasurer, to act as auditor of the event (and fund) accounts. Aaron: In one of John Williamson's e-mails to Aaron, John W. stated that the treasurer has become a thankless job, and one of the reasons it's so difficult is because the treasurer has done all the work by himself.
Brenna Sharp: Are there written job descriptions? (There are minimal job duties listed in the Bylaws.)
Andrew: The problem is that we don't have enough treasurer people, so if we look at an event and say "Your treasurer is not working out–replace him", there is no one to replace that treasurer. The choice is between having a bad treasurer and no treasurer.
Aaron: One option is to hire an accountant long enough to help us get our books into shape. Michael Pinnick and Brenna both suggested a (volunteer) friend (Shannon Thomas) who–along with being a fan–is a staff accountant at McCormick & Schmick's.
Debbie: Before an auditor can do their job, before a treasurer can do their job, there has to be cooperation from the event treasurers. Paul volunteered to do an audit, requested the information from everyone and literally no one came forward with the needed information. So the first job for Aaron and the rest of the Board is to make sure the information is forthcoming from the events. Aaron: I plan on using the authority of the OSFCI presidency to push people to produce the information needed and to get other people into place to help them produce that information. We established an audit committee two years ago (or was it three?) and it's still not produced anything. Debbie: Every single meeting since then, Paul asked about the progress of that committee and the answer has been that "nothing's been done".
There was agreement that it would be very helpful to come up with standardized procedures and forms for the event treasurers to use, so that information properly flows to the OSFCI treasurer. Page and Cecilia put together some forms in the past to help financial information get reported but it seems that we need more than that (especially since the events aren't even submitting those forms currently).
Debra: Are the convention and fund treasurers being told that they report to the OSFCI treasurer? This may be part of the problem. It also would be good idea that, if Shannon Thomas becomes treasurer, that she has an assistant (or at least assistance). Debbie and John: It's really not that hard of a job, and its been well-handled in the past.
Andrew: There are a couple of problems: the individual events' schedules nothing to do with OSFCI's schedule, and the individual events' budgets have nothing to do with the (OSFCI's) tax budgets. The tax budgets break things down in ways that don't match the events at all. And we have a shortage of treasurer-type people–if the treasurer (event or OSFCI) doesn't produce the information in time because, say, they want to spend Christmas in South Dakota, what option do we have besides saying "Sure hope it all works out"? John: If we carried that to an extreme, we might as well disband OSFCI now. If we sit back and say "My god, we can't require anything from the events because they'll just go off to South Dakota", then we should give up. But going back to the core argument–it really isn't that hard to do the job. I had half a year of bookkeeping in high school and a term of accounting at community college in the 70s. I served five years as OSFCI treasurer and during that time we had no problem collecting the information or filing all the forms in a timely manner. Right now, we don't have a treasurer. It may be nice to have an auditor, but we need to have a treasurer now. And unlike an auditor, I think that the treasurer should be familiar with the workings of conventions, ideally with the workings of OSFCI. And we have to get the treasurer in place today.
Aaron: I agree that whomever we appoint as treasurer, at least temporarily, should be someone in this room. It does seem that an auditor–someone who can give advice to the treasurer–would be a useful position for Shannon Thomas.
Patty: There's another real problem–we still don't have a budget for OryCon. We need to find out what's happening with OryCon. Aaron: We made hotel negotiation a corporate function, with a hotel committee whose members negotiate the contracts for the events. Are there suggestions that we do the same thing with the treasurer function? (Some yeses, some nos.) Maybe not that step, but possibly regular meetings of all the treasurers to go over everything and discuss problems they've encountered.
Arthur: It would be good to have Shannon attend a few Board meetings to get a better idea of what it's like before she's volunteered for something. Also, it's not a matter of having skills as an accountant–the key necessity is a willingness to do the job and an understanding of the responsibility that entails, and not having a laissez faire attitude towards those responsibilities. It's not a job that requires technical training. John Williamson definitely figured out how to do it, and he had a willingness in the beginning, but later lost interest in getting the job done. Aaron: It's also very important to have someone who will communicate.
Andrew proposed that we make Arthur the treasurer at least through the next meeting, and that Arthur try to meet with Shannon and the event treasurers so that they can assess where we stand. Then we can try to restructure the universe at the next meeting. Stated as motions: (1) Move that the Board accepts Arthur's offer to be treasurer, at least through the next meeting; (2) Move that the Board direct all treasurers of sponsored activities be required to attend at least one committee meeting of all the treasurers (including the OSFCI treasurer and Shannon between now and the next meeting. Both motions passed without dissent and Arthur Aldridge is now the OSFCI corporate treasurer.
Ruth also mentioned the Oregon Non-Profit Handbook and suggested that the Board direct a copy be purchased.
Status of Tax Filings
Aaron: John Williamson's e-mail said that the 2006 tax forms were filed in June (one month late). He also filed for 2002 (we don't know if we'll be fined for that filing). The fine for the late filing for 2005 has been paid.
Status of OryCon Bank Accounts
There was much discussion on the various OryCon bank accounts (which dovetailed into a general discussion of the general status of OryCon 29). John: The reason that this was a topic of discussion under Treasury is because a statement was floating around that "We don't know how much money in the bank accounts belong to OryCon 28 and OryCon 29." (According to John) This is hogwash, since we know down to the penny how much OryCon 29 has brought in, save for the bank fees on the credit card payments taken in at OryCon 28 for Ory29 memberships. Marc Wells gave all the records for OryCon 28 to Steve Criss–John Williamson never had those records, the treasurer for this year's OryCon doesn't have those records. No one else knows how much is in the OryCon 28 bank account (or was in, since John W closed that account without notice); nor do we have any idea how much is in the OryCon 29 account. This affects OSFCI, since some of that money belongs to OSFCI (from the division of the surplus) and we have no idea how much. There's been no effort to try to sit down and work it out. It was bad enough last year, because when Marc took over OryCon 28 treasury, he was given no information about the previous year. But Marc kept careful track of OryCon 28's finances–and now that information isn't available. Patty: And Marc was told that someone would come in last year to work with him, and be trained for this year…and that never happened.
John: This also falls under OSFCI's oversight functions. No one has any idea what was spent on OryCon 27, so a made-up budget was announced for OryCon 28. Now that we have the info for OryCon 28, and it's time to set a budget for OryCon 29, we're told "Oh, we'll just us the same budget as last year. That seemed to work." It's now July and there's no budget for OryCon 29, there's no info available that's needed for filling out tax forms for 2007, there's idea how much money is coming to OSFCI to pay for its bills. Additionally, we've found out that the OryCon 28 account has been closed (the "OryCon Even" account). For years, we've had two alternating OryCon bank accounts, and now the even account has been closed and the PayPal money belonging to OryCon 28 can be transferred to an appropriate bank account. (This was after late last year, when the original "OryCon Odd" had been closed and John W had to re-open that account.) Aaron: John W said this was done to save bank account fees. John: That's only $5 to $9 a month. Just having to order new checks every year eats up just about all those savings.
Andrew: Steve got the job of being Chair because: (a) no one else wanted it; and (b) he was going to bring in a lot of new people. He has indeed brought in a lot of new people. However, he was given the job with the agreement that: (a) he would have an executive committee; and (b) the committee would include Andrew running programming and Patty running hotel. Patty's told him that there was one executive committee meeting–Andrew was never informed about that. Additionally, Steve changed the "reply by e-mail" option address to his own instead of the decided-upon Ann Ezell, so that Andrew has no idea what the email responses have been. Andrew has (multiple times) asked for a copy of the spreadsheet of responses, and has not seen it yet. There are serious problems–treasury is only one of them.
The rest of the OryCon 29 discussion was postponed until that topic later in the meeting.
Back to Treasury:
There was discussion on what is needed to change signers on the OSFCI bank accounts, and who should be signers of what accounts. The Board directed that Aaron and Arthur take care of getting the signatures changed. The Secretary will write a letter stating that the Board has appointed them to do this. Debbie: Could we please have e-mailed updates on this when it's taken care of, rather than waiting for the next meeting?
John: We have to have at least a draft budget for OSFCI by the time of the next meeting.
III. Reports on Sponsored Activities
A. Conventions and Bids
1. OryCon 28 (2006)
The only thing left is to close the books (see discussion above).
2. Potlatch 16 (2007)
Ruth: Potlatch is basically been done. We thought we were ready to close the books, but the pass-along funds still need to go to next year's Potlatch (in Seattle) and there a few other small expenses to take care of. We'll close in August, at the latest. There'll be a surplus of about $1,500–half of which will go to OSFCI and half to charities (2/3 to the Clayton Fund and 1/3 to the Susan Petrey Fund). John: We had 156 members, and the money we've spent from the Potlatch account for OSFCI expenses (renewing the OSFCI Assumed Business Names, etc.) almost exactly matches the $2/person overhead fee due to OSFCI, so that's a wash.
3. Gamestorm 9 (2007)
(Current usage is that "GameStorm" is one word–although the official registration with the state is still "Game Storm.")
The books for GameStorm are "nearly closed"–they waiting for Aaron Nabil. (Steve Criss was the treasurer for GameStorm 8). GameStorm 8 still has some of GameStorm 9's money, so this still needs to be settled.
GameStorm 9 drew about 630 people. People really liked the hotel…unfortunately, the hotel (the Airport Sheraton) has no interest in having GameStorm return. GS will probably have to return to their previous hotel, the Red Lion Inn at the Quay in Vancouver. GameStorm 8's account current has about $3,000, of which belongs to GS9. The GameStorm 9 has about $6,500, some of which (about $4,000) is being rolled over to GS10 to help with future hotel expenses.
23 hours left on it…for those of you who thought it was bad when I brought three cassette tapes.
Arthur moved that John give time cues on a regular basis since we can't watch for the tapes to be changed anymore.
4. OryCon 29 (2007)
Aaron: Andrew has noted several problems with OryCon 29 during the treasurer discussion (above). Andrew: I feel it should be stated that there are things progressing with OryCon and happening well, and there are things that are happening the way we wanted.
There was some further discussion of the problems seen with OryCon this year.
Andrew: OryCon 29 committed to having regular executive committee meetings. We need to remind them of that commitment. If they would start doing that–and Andrew and Patty are part of the exec committee–then we would have a better idea of what's going on. Ruth: Karyn was going to be the organizer for the committee–she's been distracted (getting married last month), but she might be in better shape to get things in shape again. Patty: We should let them know that we're wanting all of the treasurers to talk to us (not just OryCon). Also, the Marriott has a new general manager and we want to make sure that this is a well-organized OryCon because we want to make a good impression on this new GM.
What do we need Steve to do that he's not doing now? 1) Get a budget. Andrew: 2) Get an executive committee going. In the past, the executive committee has included (at the least) the chair, the vice-chair (if any), the person running hotel, the person running programming and the treasurer.
Aaron appointed Mark Burns to be the OSFCI ex-officio member to the OryCon 29 committee (including the executive committee).
John L: As far the current reg numbers, we're at 466 members, about 100 ahead of last year at this time, although that's misleading since Mary Olsen has been a lot better of passing on the dealer memberships than we had last year. Total income so far (not counting bank card fees) have been $12,000 in memberships, $2,000 from dealers. However, we're not sure where (in what accounts) all that money is.
5. Gamestorm 10 (2008)
Aaron: We have not accepted a bid or signed an management agreement yet, but we are pursuing a hotel contract, with the idea of Beverly Block chairing the convention. Beverly: I drafted a bid but forgot to put it out
Beverly: Last year we were at the Sheraton. We loved the hotel, they didn't love us. We had a tentative agreement for GS10, but the Sheraton has already sold out the large ballroom for Saturday night of GameStorm weekend to a wedding for $13,000. The only other weekend they had open was Memorial Day weekend. We talked to the Doubletree, but the space they wanted to put GameStorm in was the exhibition hall in the base of the parking garage, with only eight-foot ceilings. So we talked to the Holiday Inn (by the airport). We were in the final stages of working out an agreement, when suddenly the hotel announced they'd changed their minds and now wanted $10,000 and more security because "we know all about gamers and gamers cause problems." The assumption is that they'd talked to the Sheraton, and decided that there must have been problems there. So now they're back to talking with the Red Lion Inn at the Quay. It's not big enough, it wasn't big enough for GS 8, but GameStorm will make due.
Patty: Aaron had talked to the Sheraton and the Holiday Inn. She'd really like to know what freaked out the two hotels. (We're worried about OryCon, since the Marriott may be too expensive after OryCon 30.) The Quay is the one hotel that wants GS back, and Patty is trying to get some modifications of some of the ugly things in the contract that they'd proposed. (All hotel contracts are getting tougher to deal with.) If GS is stuck with the hotel's security demands, it will cost the convention another couple thousand dollars.
Andrew moved that Beverly's bid be provisionally accepted and request her to send her proposal by email to the Board so that the Board can review it. This was accepted without dissent. There was some discussion on the committee members that she had in mind. The Secretary will draft a management agreement with her as chair and Mark as the treasurer.
There is currently $4,000 in funds being passed on from GS 9 to GS 10.
A. Funds and Awards
1. Susan C. Petrey Clarion Scholarship Fund
Paul put together a nice report…and Debbie forgot to bring it. (A copy is included below.)
The fund has received $142 from Potlatch (the sale of the brunch centerpieces), and $51 from an auction that Jay Lake ran at Westercon, and a $500 gift from Gord Sellar, a Susan Petrey scholarship recipient living in Thailand. (And there will be money coming from Potlatch's surplus.)
Along with the 25th anniversary celebration at OryCon this year, they have a goal of raising more money this year than they pay out, to try to increase the endowment. (It's been a few years since they could do that.) Please keep the Fund in mind for any other convention surpluses that come up. There are hopes for the celebration at OryCon this year, but it's unsure what actually will happen. Debbie had suggested several months ago holding a "Petrey Carnival" on Friday of the convention, but there doesn't seem to have been anything done with that. (It doesn't seem to have even been mentioned at any of the committee meetings.) They are still hoping to have a reception at OryCon. The Board approved a motion to provide at least $250 in support for this reception (depending, of course, on what we find out with the finances after Arthur receives the information from John Williamson).
Debbie and Paul did hold a brainstorming idea for ways to generate new income for the fund, with a disappointing turnout, but they did come up with a few ideas. The new motto is "Susan Petrey Fund–Not Just for OryCon Anymore." The hope is to raise the visibility of the Fund again with other Northwest conventions, since some of them used to contribute to the Fund.
On the subject of possibly creating a separate corporation for the Susan Petrey Fund, Debbie hasn't done any research on that yet. Aaron: Any split cannot endanger OSFCI's tax status. (Everyone agrees.) Andrew: Whatever structure is set up should ensure that the Fund has existence after Debbie and Paul decide to retire from running it. Debbie: I'm not sure there is any interest by anyone else to run it–it'd probably be better to set it up so that when it dissolves, the existing funds are split up between the Clarion programs. Aaron: Who else, besides Debbie and Paul, know how the Fund operates? Debbie: There's not much to understand. There's $9,000 in the current account and Arthur (as OSFCI Treasurer) will have information about that account. The rest of the money is with OCF (Oregon Community Foundation), which in turn sends the Fund a 5% return on that money each year. Each of the two Clarions pick their scholarship recipient and the Fund pays for their tuition. And for the next three years, the Fund has committed to pay $1,800 to Clarion West to support a "Petrey Fellow" instructor. This year, that's Samuel R. Delany. That's pretty much it.
The principal with OCF is solid and will continue to produce money each year, but the tuition cost keeps going up so more principal is needed to generate higher return to pay that higher tuition.
2 & 3. Clayton Memorial Medical Fund/Endeavour Award
No reports were received from Jim Fiscus prior to the meeting for either of these funds. It looks like the Endeavour Fund has about $1,700, which is enough for this year's awards.
Mark: Is it possible to have books from previous Endeavour winners and nominees available for sale at OryCon–both to promote the award and to raise money for the award? Debbie: It would be difficult to handle without a dealer backing it.
(In a follow-up email, Jim reports: For Clayton, the only thing we have to report is the $83 donation from Potlatch. In another week, I'll have the Endeavour finalists, but not yet. Our judges are: Adam-Troy Castro, Claude Lalumiere, and John Hemry.)
The OSFCI Funds in General
Debbie suggested that OSFCI should put out a brochure describing all of OSFCI's charitable funds and what they functions are. Mark: Maybe OSFCI should issue an annual report. Ruth mentions Teresa Pridemore's offer of help with design and graphics, in both publications and web sites.
Andrew tried to put together a one-page descriptor of the funds a year or two back, and this can be a genesis for a new publication. Ruth: The idea is for us look more professional.
IV. Other Continuing Business
A. Hotel Committee
Patty: Pretty much everything has been discussed. She would like Debra and Michael (as the people running OryCon hospitality) to meet with the hotel with her, so that any of the hotel's qualms are soothed. Patty requested that Beverly be appointed as a trainee member of the hotel committee; Beverly agreed.
B. Audit Committee
Much has already been discussed. Mark: Maybe OSFCI should invoice the events for the monies they owe OSFCI. (It'd likely be more of a receipt for money already received, rather than an up-front invoice.) There was a discussion on the difference of the $2/per person "overhead fee" as opposed to the final division of any surpluses. The fee (which pays for insurance, storage and other corporate fees) is paid prior to determining any surplus.
C. Other Old Business
V. New Business
Use of the OSFCI Logo
Red World Ltd. would like permission to use the OSFCI logo to make pins for volunteers (sold for no more than his actual cost). Aaron agreed to ask Dave Schaber what he knows about the ownership of the OSFCI logo (and find out if it needs to be registered).
ComConCon reimbursement for Beverly
Aaron tried to have the Board decide on this previously via email, but there are various Oregon regulations that need to be followed. Sam Justice's advice to Aaron was that decisions can be made via email only if the vote is full and unanimous (i.e. all Board members explicitly vote in favor). Debbie's not sure if Sam's reading it right–based of what she read, it has to be 100% participating but doesn't require 100% agreement. This will be researched more.
The Board approved reimbursing Beverly for half of her costs for attending C³, with the idea that it's helpful training for a convention chair (GameStorm). Andrew didn't feel that it was a good precedent for OSFCI to pay for a member's costs of attending a convention, although it was a helpful thing for Beverly to attend. Aaron felt that it fits in with growing the value of the OSFCI members (i.e. the training aspects). John: We do need to remember to record this, since the feds want reported any OSFCI money paid to Board members (for whatever purposes). The expenditure is fine, but it needs to be recorded.
Michael: We should think about having an official OryCon logo.
Arthur was approved by the Board to spend up to $100 for the newest edition of the Oregon Non-Profit handbook.
Daniel Reitman and Andrew Ross have asked about their OSFCI committee credits. They both have worked on both of the last two OryCons, but only Dan was credited for last year and only Andrew was credited for the year before.
After some discussion, it was decided without dissent by the Board to credit them for both years (since the chairs in question cannot change the lists once they're officially submitted).
Also, the "OSFCI Points" list on the web site hasn't been updated for several years. John will work on that with David Levine once these meeting minutes are produced.
Ruth: A call needs to go out for bids for OryCon 30 to be presented at the September Board meeting. (We know of one probable bid.)
Aaron would like the hotel committee to start looking for a hotel for GameStorm 11, once GS 10's hotel contract is signed. Patty: We need to try first on finding out why we've run into problems with the Sheraton and the Holiday Inn.
The next meeting will be held on Thursday, September 20th at 7:30PM, at Aaron Curtis's residence.
Susan C. Petrey Scholarship
Income Statement – Q1 & Q2
|OCF Balance (3/31/2006)||$52,114.00|
- David Zasloff
- Desirina Boskovich
- Samuel R. Delany (Susan C. Petrey Fellow)
- Centerpiece auction at Potlatch raised $142
- $1800 to Clarion for 2007 Petrey fellow
- Large donation form Gord Sellars (not reflected above)
- Jay Lake auction at Westercon raised $51 (not reflected above)