Board of Directors Meeting
March 27, 2006
ATTENDING: (Board members) Aaron Curtis, Karyn Hoffert, John Lorentz (OSFCI Secretary), Mary Olsen, Aaron Nabil, Andrew Nisbet III, Linda Pilcher (OSFCI President), Patty Wells; Sam Justice (OSFCI Attorney), James Fiscus (Clayton & Endeavour Funds), Debbie Cross & Paul Wrigley (Susan C. Petrey Fund); Ruth Sachter (Potlatch Chair/ex-officio member to OSFCI Board); Arthur Aldridge.
John Williamson (OSFCI Treasurer) was not in attendance. Sheryl Hester did not attend for the fourth straight meeting and her position was declared vacant under Article III, Section G of the OSFCI Bylaws.
The meeting was related from the scheduled location (John Williamson's residence) to Sam Justice's residence, since no one was home at John's house. The relocated meeting started at 8PM.
I. Minutes of Previous Meeting
The minutes from the December 5 meeting should have indicated that Debbie and Paul were also at that meeting. Karyn did very well on her take-home final ("I got an A"). The amended minutes were accepted.
II. Treasurer’s Report (John Williamson)
John W. was not in attendance, and no one had heard from him to indicate the absence was expected. (He also had not been at Gamestorm the previous weekend, though he had been expected there.) There was no report from him to consider.
Sam Justice had been expected to be paid for his annual legal fees at this meeting. John: We do have the checkbook from the Smofcon/Potlatch account and the Smofcon surplus was going to be turned over to John W. at this meeting. It was decided to pay Sam's fees from that account, out of the surplus that was going to be turned over.
III. Reports on Sponsored Activities
A. Conventions and Bids
1. OryCon 27
John: We haven't seen anything from OryCon 27 in the way of a final financial statement (due at the end of February) or the committee list (for use in determining OSFCI membership eligibility–due at the end of December). It's worrisome for OryCon 28, since Patty has booked more space (costing more money) on the exhibit level for this year's convention, and it would be reassuring to have the numbers from last year to make sure we can afford it.
Andrew: Who was the treasurer for OryCon 27? (Jenn Contreras.) Has anyone spoken to her? Mary: I spoke with her earlier today (she's also currently the treasurer for OryCon 28). She was not prepared to pass on any information. There was discussion about putting a new person, possibly Marc Wells, in that position for OryCon 28.
The Secretary will send requests to the OryCon chair, treasurer and vice-chair.
2. Smofcon 23
John circulated updated numbers. At this point, Smofcon has a surplus of $888.37. We're keeping $100 of that in reserve until we get the stuff out to members who could not attend, with $788 going to OSFCI now. [Actually, passing over the remainder of the surplus–after paying Sam's fees–has to wait until we locate the OSFCI Treasurer.] We had 155 members (~150 of them attending). The $888 includes the 50¢ a person for our portion of the insurance, but we're planning on turning over the entire surplus to OSFCI. Besides the $888, there's still about $250 in receivables. When that comes in, it will go to OSFCI also. (What are the receivables? John: There's $55 from last year's OryCon, for the postage on the return items from the Art Show mailing that OryCon has refused to pay; a check from Michael Pins that he wrote at the convention for membership that bounced; and Debra Stansbury still owes for her half of the room that was also used as a Hospitality prep room at Smofcon.) Andrew: E-mail me the amount that Debra owes–she's in my Wednesday night gaming group.
This was close to the largest Smofcon ever, and received very good reviews.
3. Gamestorm 8
The convention was just this last weekend. Aaron N: The convention has 544 members. Total income was about $12,500 ($11,000 in receipts, the rest being seed money from last year.) There's $5,300 in the bank–and they've already paid for the hotel, publications and hospitality. Patty: How did 544 compare with last year? Aaron C.: There were 660 attendees last year, but that included 100-150 card players who were not there this year. After subtracting those, there was a net increase of about 50. This was the most gender-balanced Gamestorm ever.
Andrew: When will you be able to get in the final treasurer's report and the committee list and that kind of stuff? In a week or two. John: Can you also pass on the committee list for last year–I'm not sure I received that from the previous Secretary. Linda: Have you ever received the paper records from him? No–just the one CD-ROM. [The committee list was given to the OSFCI secretary by the next morning, as well as the lists for GS 7 and 6.]
This brought back a discussion from last year, about the current year's Gamestorm committee not receiving the OSFCI "points" to qualify them for membership at the annual meeting in a couple of months. Patty: It was discussed last year, and the belief was that they would qualify if the chair turned over the list soon enough. John: Unfortunately, the Bylaws were never changed, and those still operate on a calendar-year basis. We need to changed them in order to deal properly with Gamestorm–and move the annual meeting back to earlier in the year, maybe early February.
Aaron C: Would you want to have the annual meeting in October, right before OryCon? Several: No–and it has nothing to do with OryCon. We need to have it early enough in the year to deal with tax and legal items from the previous calendar year, before they have to be passed on to various legal entities. Paul: We used to the annual meeting in January, but the treasurers were having a difficult time getting the books together from the previous year by then. So it was moved to May #8230;and none of the treasurers since have been yet able to get the books together by that date. (So we might as well move it back to earlier in the year.)
This was decided that the annual meeting discussion fit better under new business.
4. OryCon 28
Mary: We have our hotel, and will have more space this year than before. We need a treasurer who will actually do the work. Ruth: There was a very productive walk through the hotel. Patty: Do we have the Regress Report? Mary: John Bunnell has been e-mailed about that₀haven't heard anything back from him. Patty: We really need to keep on top of our PR this year–we need one more good year with this hotel and then we can be pretty cozy with them. The one real problem with OryCon 27 was getting the progress reports out, and we need to fix that this year.
John: We have the management agreement ready to sign. I'd also traded e-mail with Cory Doctorow recently, and he's landed a Fullbright and will be in LA by mid-summer, so that will help with the costs for OryCon.
5. Potlatch 16
Ruth: We had to fight people off at Potlatch this year, who were very anxious to give us money. Everyone seems excited that it will be back in Portland next year. We took in 35 memberships at the con, and a few more in the mail since. We have a contract signed with the hotel (and a management agreement ready to sign tonight), and we're working on setting up the first committee meeting. John: We took in $1,207.50 in memberships at Potlatch, and $280 in the mail since.
B. Funds and Awards
1.Susan Petrey Fund
The balance sheet is in the packet that was handed out. In 2005, we received $1,800 from the Oregon Community Foundation, and another $1,300 from the auction. We gave a scholarship to each of the Clarions, and a fellowship to Clarion West (to bring in Vernor Vinge–last year it was Michael Swanwick). That leaves us a little over $9,000 in the OSFCI account and there's $45,000 with OCF.
Debbie passed out flyers for a Fanthorpe write-a-like contest. (A money-raiser for the Petrey fund.) Debbie put together a proposed charter for the Petrey Fund. It will be included with the minutes from this meeting.
2. Clayton Memorial Medical Fund
See attached report.
3. Endeavour Award
See attached report. Alan Rosenthal was proposed for the committee and he was accepted by the Board. There's about $900 in the bank…$1,300 more is needed to be raised to handle awards in the usual style. (The annual budget is $2,000 to $2,500. It can be done for as little as $1,000.)
IV. Other Continuing Business
A. Storage Space
Linda: John W. has arranged for (and paid for three years of) storage space on the inner east side of downtown Portland. John W. has copies of the keys to distribute, and Linda knows that password that will allow someone to get a key at the security desk there.
Now that we have the storage space, we need to arrange to transport the art show panels from Aaron's garage. A work session will be scheduled to do this (along with renting a truck to haul them).
B. Subcommittee Reports
1. Charities Committee
Debbie passed out minutes from their meeting. (There wasn't anything from this that needed to be decided today.) Aaron N: asked about the mention in the report about these charities being part of the justification for OSFCI charitable status–lwhat is the documentation for this? None of these charity activities were part of OSFCI's function when it first got the tax-exempt status, so they're not a required part of keeping that status. You don't get to modify the status with the IRS by adding on cool things later.
Paul: OryCon itself doesn't follow the original justification for the tax-exempt status. It used to be that we could justify the status by providing books (in the dealers room) and artwork for the benefit of its members because it was not available elsewhere…and that's not true anymore. Jim: The charity functions speaks towards the stated purposes of furthering science fiction more than the conventions do.
C. Hotel Committee
Patty and Aaron have hotel proposals for Gamestorm 9: Patty from the Sheraton at the airport, Aaron has a proposed ("sucker") contract from the airport Holiday Inn and he is waiting for a proposal from Red Lion Inn at the Quay. Patty also looked over the contract for Potlatch (at the Red Lion Portland Convention Center) before that was signed (as did Debbie). Patty: It would be nice after this next Board election to add another person to those experienced with dealing with hotels. Paul: As an alternative, we could decide to dissolve the committee and let the events negotiate the contracts. (That idea was not met with any approval.)
D. Audit Committee
The committee did indeed meet, as far as we know–however, John L. couldn't make it to that meeting because of a conflict, and none of the other people who met then are at the meeting tonight. So we don't know what came out of that meeting.
V. New Business
- Karyn: I'm engaged. (Anyone we know. Does he know anything about accounting? Does the Board need to approve of his appointment as her fiancé? No, we just accept it as a committee report and move on.)
- Andrew: We should officially thank Sam for provide his house for this meeting at the very last minute. This was heartily agreed to by acclamation.
- Mary: It's been requested by the person running OryCon Hospitality this year that OSFCI subsidize (or completely pay for) food handler permits for the folks running hospitality so that they can use the banquet kitchen at the Marrioitt. What is the duration of these cards? Three years. John L.: This sounds like it would fit more under the classification of a year expense for the event itself. (Would they be good for Gamestorm also? Only if Gamestorm moved to an Oregon hotel–otherwise, they'd have to get a Washington permit.) Aaron N: Normally, for assets that persist for more than one year, they're paid for by OSFCI. John: That's usually for fixed assets (i.e. equipement), not permits for individuals. (Will we be able to put these people in storage for the rest of the year?) One of the (many) reasons that OSFCI has had its treasury slowly going down the drain because OSFCI has been paying for a lot of the event costs, such as registration supplies, that used to be paid for by the events themselves. A lot of these seem like they'd fit into the budgets of the events.
Aaron N: On a related matter, since the majority of our storage costs are due to OryCon, why isn't OryCon paying for the full cost of storage space? John: Effectively, for many years it did, since all of OSFCI's funds came from OryCon. But for now, we went through a long discussion about this at the last BOD meeting, and it was decided then to use the current formula ($2 per attendee from each event to cover all of the OSFCI overhead expenses, including insurance and storage). Gamestorm won't pay that fee until next year, because there was already a signed management agreement for this year when this was decided.
The food handler permits discussion was tabled until the July meeting, by which time we'll have more information on the actual cost.
(Sam: A question of personal privilege, which takes priority-who wants coffee?)
- Gamestorm 9: Aaron N: We don't have a management agreement for next year's Gamestorm, because we don't have a treasurer, or have decided on the hotel. We'd like to have the authority to open a Gamestorm 9 bank account and sign the hotel contract. Aaron C.: OSFCI signs the hotel contract, so that authority isn't needed by Gamestorm. Andrew moved (and Paul re-phrased): "It is the intent of the Board that Gamestorm 9 shall occur. This would include them being able to open a checking account with an OSFCI officer as a co-signer. (And they will be allowed to continue selling memberships.)" Paul seconded the motion and it was passed by the Board.
- Aaron N: Gamestorm needs guidance from the Board about the convention paying for committee memberships and/or committee members being eligible for prizes given away at the convention. Debbie: Every convention has had different policies on free/discounted memberships for its committee members, so there shouldn't be a (fixed) OSFCI rule covering this. We worry about things that might endanger OSFCI (such as the perception that people are getting paid to work on the convention), but not one is going to question reimbursing or covering expenses by the people who are working hard to put on the convention. Andrew: There is a worry about people getting extra percs from their committee job (such as Aaron Bodor and Tash Robb being able to use the child care rooms as their own hotel rooms). So it is the responsibility of the Board to express its judgement on the way these things are handled.
Ruth: This is a situation that's not at all unusual, especially at Worldcons where the membership rates are much higher. It's usually handled there as a budget item, i.e. a few memberships expensed out to help the convention by having the needed people there.
Sam: This should not be a problem, where the comped membership, maybe a hotel room is facilitating the convention by helping it take place. The prizes are fine if they don't go above the level of an honorarium. If this were an unrelated business activity, it might be a problem. But as part of the core activity, it should be fine. This includes items donated by vendors, then possibly given out to a committee member in a random drawing.
Aaron N: There were people suggesting at Gamestorm this weekend that people could donate money to use for scholarships to provide memberships for committee members (or members in general) who could not afford to attend. Sam: This should be fine, as long as it's going to pay for expenses, not pay them directly for the time they work. Aaron N: How would this affect people gaining more chances in the raffles for each hour they worked? That should make no difference, as long as they're on a door prize level.
The feeling from the Board that the level that Gamestorm is talking about would be fine, but any policies should be publically announced in advance. "If it doesn't feel right, don't do it."
- Aaron C: It's my understanding that Bylaw changes are made at the annual OSFCI meeting, and in order to vote on changes they have to be submitted today. No –they can be submitted at the meeting itself. There's no requirement that they be turned in today. But it is helpful if the proposed changes could be submitted in time to go out with the annual meeting notice (early May), maybe be discussed on e-mail ahead of time.
This developed into a discussion about changing the eligibility for OSFCI membership so that events that took place earlier in the same year as the annual meeting would give those committee members "OSFCI points". There was some discussion about how long a gap is needed between the event and the meeting, to give time for the committee lists to be processed and the meeting announcement go out–45 or 60 days were both tossed out as possibilities. There was also discussion on how any motion would be handled at the meeting itself. If the bylaw changed was passed, would it immediately allow the new members to join? If so, that vote on that change should be moved to the start of the meeting.
Sam suggested that general, bylaws changes shouldn't be effective until a future meeting, but that this would be explicitly made an exception to this policy.
Jim: Why is this change necessary? Linda: Because it gets us new blood. Aaron C: And because it helps get rid of the perception that Gamestorm committee people are second-class.
- John: The next meeting we have is the Annual Meeting, so that we need to be looking for a location for the meeting. Some place that's accessible, ideally centrally-located, that will hold 50-75 people. Maybe one of our hotels?
- There was some discussion on spinning Gamestorm off as a separate corporation: Sam did some research on the possibilities of splitting Gamestorm as a separate organization/corporation. If an activity of a non-profit corporation starts heading into an unrelated business activity, that activity can be split off into a separate corporation (either for-profit or non-profit). If it is a non-profit corporation, you want to specific that the existing corporation has the right to appoint a controlling board for the new corporation. If the new corporation is a for-profit entity, the existing corporation would own a controlling interest in the new entity. If the entity is a profit entity, it can pay dividends to the non-profit corporation out of after-tax profits. The dividends would not be considered unrelated business income. A new non-profit entity could make donations to the previous non-profit corporations, and they would not be considered unrelated business income.
Aaron N: This sounds like good news–'it would allow us to isolate any potential unrelated business activities from OSFCI. But there is no need to make the changes right away. Sam: There are a lot of things to consider–how much control would OSFCI have over a new group, should the new entity be profit or non-profit, etc. (Sam read several examples of how unrelated business income and separate associated entities may be handled. A group could produce a magazine, and the subscriptions would be related business income, while the ad income for that income would be unrelated.)
Susan C. Petrey Scholarship Fund
Income Statement - 2005
|Oregon Community Foundation – 2005||$1,763.00|
|OCF Balance (12/31/2005)||$45,560.34|
Susan C. Petrey Clarion Scholarship Fund
- Mission Statement
The Petrey Fund's mission is to promote science fiction and related genres primarily by facilitating new authors entries into the field. Future activities may include other ways to promote science fiction and other genres.
- Mechanisms for accomplishing the mission
The primary means to assist new authors is awarding scholarships to the Clarion Writers Workshops, and supporting the workshops in other appropriate ways such as the Susan Petrey Fellowship, which contributes toward bringing quality professional writers to teach at Clarion West. However, future activities may not be limited to these, so long as they are consistent with the overall mission and are appropriate to the 501(c)(3) status of OSFCI.
- Administration of the Fund
The Petrey Fund shall be managed by one or more administrators. The administrator(s) shall be responsible for all areas of the fund, and shall be answerable to the OSFCI board of directors. At the time of this charter, the administrators are Debbie Cross and Paul Wrigley, who will continue as such until they and the OSFCI BOD agree to changes.
- Financial Management of the Fund
The administrators will maintain a separate financial account and will make regular reports to the board of directors as required by the OSFCI treasurer. The bulk of the Fund's capital will be held by Oregon Community Foundation and will not be part of the OSFCI financial structure, but its use will be subject to mission of the Petrey Fund. All administrative costs will be covered by the Fund or its Administrators or volunteers.
OSFCI will not be responsible for cash contributions to the fund, but will assist with fund raising activities by providing non-monetary resources such as advertising, programming time, and meeting space at its various sponsored events.
- Non-Profit Status
As part of OSFCI, the Petrey Fund is subject to the same benefits and requirements afforded by their tax-exempt 501(c)(3) status.
- Conflicts of Interest
No administrator of the Petrey Fund shall be eligible to receive a scholarship while they are acting as administrator.
The Clayton Memorial Medical Fund Award
Report to the OSFCI Board
March 27, 2006
Board of Trustees, March 27, 2006
|Committee Members||First Appointed||Term Expires|
|James Fiscus, Chairman||October 1996||Novermber 2006|
|Page Fuller, Treasurer||October 1996||Novermber 2006|
|Karyn Hoffert, OSFCI Rep.||July 2005||November 2007|
|Geri Jeter||November 2002||November 2007|
|Ruth Sachter||November 2002||November 2007|
|David Schaber||June 2003||July 2006|
|Marc Wells||November 2003||November 2007|
James W. Fiscus
Chairman, Clayton Board of Trustees
The Endeavour Award
Report to the OSFCI Board
March 27, 2006
A small auction at Rustycon raised a few hundred dollars for the Award. We do not yet know the exact amount. An auction planned for Radcon was cancelled due to a conflict at the convention.
The committee asked Alan Rosenthal of Seattle to join the committee. We ask the OSFCI Board to ratify his appointment. Alan is Canadian by birth. He works at Microsoft and is experienced with business and with fan issues.
Endeavour Committee, March 27, 2006
|Committee Members||First Appointed||Term Expires|
|James Fiscus, Chairman||October 1996||November 2008|
|Page Fuller||October 1996||November 2008|
|Marilyn J. Holt||September 2000||November 2008|
|Sara Mueller||October 2003||November 2007|
|Alan Rosenthal||January 2006||November 2009|
|Sheila Simonson||October 1996||November 2007|
|Shawn Wall, Treasurer||November 2005||November 2007|
James W. Fiscus
Chairman, Endeavour Award
Report of the OSFCI Committee on Charities Meeting January 15, 2006
Attending: Debbie Cross, Paul Wrigley, Mary Olsen, Daniel Reitman, Page Fuller, Ruth Sachter, and Jim Fiscus.
The committee started the discussion with the basic premise that the three charities currently operating under the auspices of OSFCI are integral to the organization, both as desirable and worthwhile activities and by playing an essential role in justifying the non- profit status of OSFCI. These organizations are the Susan Petrey Clarion Scholarship Fund, the Endeavour Award and the Clayton Memorial Medical Fund. Our focus was to determine ways in which OSCFI and its affiliated events can help support these charities. Two main areas were identified, help in raising awareness and help in financial matters and funding..
The committee has no authority to require OSFCI to adopt any of the following recommendations or suggestions, but respectfully submits them for your consideration for action.
- Appoint one person, preferably a board member, to oversee and coordinate the charities. There were a number of ideas which seemed to fall as a subset of this item, some of which would require additional people to be responsible.
- Have a coordinator for all fund raising. (It was suggested that if OSFCI decides to do some fund raising for itself, earmarking a small percentage of the funds raised to go to the three charities might make it more appealing.)
- Have one person coordinate publicity. It might be possible to recruit professional volunteer help from schools or local professional public relation groups. Maybe an ad for volunteers could be placed on the website or in a program book.
- Woo the press by cultivating a relationship with a sympathetic journalist.
- Coordinate activities at other conventions, especially world cons.
- Work with other non profits with over-lapping interests.
- Recruit people to distribute flyers and posters at other conventions and events.
- Disseminate information about the charities using the OSFCI mailing lists.
- Solicit web links.
- Corporate outreach to solicit support.
- Each event committee should have a person responsible for coordinating charitable activities at that their event. This might include scheduling of events, assisting with promotion, and assisting the charities in outreach to program participants. (It was suggested that an item might be added to program participants questionnaires asking if they would like to participate in one of the charity events.)
- Institutionalize an informational article or "ad" about the three charities as part of every event program book.
- Add something about the sponsored charities to all flyers and other promotional materials. Could the email lists of committee members have something in the signature line?
- Raise awareness of the charities importance to OSCFI's non profit status by adding information to the sponsorship guidelines (which needs updating anyway).
- Encourage events to donate some of the surpluses to the OSFCI charities.
- Make it easier to give to the charities, by providing information on OSFCI website, similar to well known large charities.
- Individual events should consider scheduling an informational programming item about the charities or alternatively, about all the OSFCI sponsored events including the charities.
- Page Fuller and Mark Burns are interested in producing some ads that could be run on cable TV. This does not require any action on the part of the OSFCI board other than giving the project its approval.
In addition, the committee recommends some actions for the charities themselves.
- When the charities make reports to the OSFCI BOD they should include specifics about what help they are seeking.
- The three charities should coordinate to produce a publication providing information about each of them.