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Board Meeting Minutes for September 19th 2011

Board of Directors Meeting

September 19, 2011

ATTENDING: (Board members)Arthur Aldridge, 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 (who arrived late).

Also attending were James Fiscus (Clayton and Endeavour), Sam Justice (OSFCI Attorney), Michael Monical (GameStorm 14 Chair), Devlin Perez (OryCon 33 Chair); Paul Brinker, and Ruth Sachter.

The meeting started at 7:32PM, 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)

(Copies were distributed at the meeting.)

The GameStorm 13 books are ready to be closed (more on that in the GameStorm 13 report). The Westercon bid books are in the process of being closed. (The bid’s bank account has been closed–it’s just a matter of getting a few questions answered.)

The taxes have been filed (earlier than last year, we hope to do even better next year).

Wells Fargo is instituting a $3 monthly charge for using a debit card. Rick has tried to get that waived based on the total of all the accounts we have with Wells Fargo, but he hasn’t had any success with that yet. Paul Brinker: Maybe we should find a new bank. Rick: That’s a possibility.

The new carts for the art show panels and steel were purchased, and worked quite well for Renovation.

We still need to purchase the Worldcon memberships (for the John Andrews Grants), especially since Chicon goes up at the end of the month.

We are now paying for storage units again. The two new units on the ground floor (for the art show panels and steel, as well as other heavy objects) will be costing us a total about $2560 a year (the original unit is still comped because we’re a non-profit group.) There was some discussion about the units and the new charge. Should we be looking for a new location? The consensus was that we’re not likely to be find a better price, this location is very central (and we have 24hr access), and they’ve done good by us by giving us the free unit for several years.

The treasurer’s report was then accepted unanimously.

IV. Reports on Sponsored Activities
A. Conventions and Bids
1. GameStorm 13 (D. Stephen Raymond)

The GameStorm 13 books are closed. The only remaining task is sending out the disbursements from the half of the surplus that’s under the chair’s control.

GameStorm drew 984 people, and written reports were distributed. $5000 is being given to Doernbecher Children’s Hospital, and $1,695.43 to the Endeavour Fund. (OSFCI’s portion of the surplus is $6,695.44). All of these numbers are after the OSFCI overhead fee and any seed money has been paid back to OSFCI, and also include the money rolled forward from GameStorms 11 and 12–no money is being rolled to GameStorm 14.

The Board accepted the closing of GameStorm 13, as long as Rick (OSFCI Treasurer) accepts the final accounting.

2. OryCon 33 (Devlin Perez)

A financial report was submitted by D. Stephen Raymond, the OryCon 33 treasurer.

The current registration numbers are only approximate, as it’s been difficult to get updates from Registration. Based on Stephe’s research of the payments we’ve received, currently there are roughly 396 adults and 22 children, as well as 95 or 96 comped panelists, and 33 dealers. It is approximately the same level we were at last year. (Over the last few years, OryCon registration has been shifting towards more people buying the memberships at the door.) (Years ago, it was split 50/50 between pre-reg and at-the-door registrations.)

There was some discussion about the state of OryCon registration. The software used last year for badge printing isn’t available this year because of conflicts between two groups of people (neither of which were OryCon). John mentioned that he’d heard from people both the previous weekend (at Bentocon) and last month at Renovation who had sent in checks for memberships many months ago and have heard nothing, even after sending numerous queries by e-mail. They have no idea if they have memberships for this year. Stephe: All checks that have come to him have been cashed; some of them may have gone elsewhere–he doesn’t know about those. And there is not a list available of who Wes (Contreras) has listed as having OryCon memberships.

John: Are there once again going to be no progress reports for OryCon this year? (That is correct.) In the past, that was one way for people to know that they were properly registered for OryCon.

Aaron: What is the status of OryCon programming? Andrew: The programming frenzy will be next weekend at the hotel. They are a little bit behind compared to normal, which means that more people will be getting phone calls this coming weekend during the programming work session.

There was more discussion about registration. Devlin said that some of the problems stem from what (and wasn’t) handed over by the previous year’s reg person (i.e. the information on the memberships that we sold at last year’s OryCon for this year’s). Aaron: Where can the Board help you get the problems fixed? Devlin: We need to get the records from last year so that we know who paid for this year. Stephe said that he had a spreadsheet with the information on the 192 people who paid last year for this year. John: It seems like a high-priority item would be to get together as soon as possible a list of everyone who OryCon thinks has joined and get that on the web page (along with a working e-mail address for registration), so that people can check to see if they actually have a membership.

Tracy will assemble the list from the available sources, so that people can check on their memberships. This list will be put on the web site ASAP (once Rick can install the CMS software on the web site that the new OryCon webmaster wants to run). Tracy will try to have this done by the end of next weekend.

Jim: Is it the normal policy that, when people send in their money, they receive an immediate confirmation? John: No, other than the online receipt from PayPal when they purchase their membership via PayPal, OryCon has never sent out confirmations on an immediate basis. (In times past, they have been sent progress reports, but those are no longer being published.)

Ruth: How are hotel bookings going? Tammy: The current block is 59% full. The minimum needed to avoid extra payments is 65% (it’s lower this year because of the situation with the other group needing rooms on Friday night), so we’re already close to that threshold. We’re not aiming people at the Red Lion (the overflow hotel) until we pass the 65% level.

Debbie: One of the problems with the web site is that there’s no committee list and no contact information, so it’s very difficult to know who to contact if there’s a question. Devlin: The committee list will be posted to the web site once the new webmaster is in place.

Paul suggested that we approach Dean Wesley Smith about running his profile of Bill Trojan in the program book, since Bill was a long-time OryCon attendee and book dealer.

The OryCon 33 report was accepted.

3. GameStorm 14 (Michael Monical)

A financial report was submitted by D. Stephen Raymond, the GameStorm 14 treasurer. Additionally, there was also a registration report.

The Board has not yet appointed a liaison to GameStorm 14. Aaron was appointed to this role. Memberships are coming in at a good pace–there were more in July than there was in June, more in August than there was in July. GameStorm is ahead of last year in paid members (there were 41 "Guest GMs" last year were paid by the previous year–those aren’t being comped this year, so the total number is a little lower).

  • There is a chance that Steve Jackson might be a guest of honor.
  • The web site is live.
  • There has been some work towards a new scheduling system (more on that below).
  • The next committee meeting is on October 1st, and there’s another game day on October 23rd. The previous game day in July drew about 100 people.
  • GameStorm will again be running gaming at OryCon this November.

(There was some discussion on the possible new scheduling software–more on that below.)

The report was accepted unanimously.

4. 2013 Westercon Bid

Rick: There are still a few things to work out. Overall, they started with $500 and spent most of it (which is to be expected).

Aaron still needs to talk to the winning Westercon people about donating the remainder of our pre-support money (and maybe receiving any pre-support discounts for the people who supported the Portland bid).

B. Funds and Awards

1. Campbell Pin Fund

This is still on hold while we wait to hear if Dell Publications is going to pay the rest of the money needed.

2. Clayton Memorial Medical Fund (James Fiscus)

A written report was submitted (see below), with nothing else to add.

3. Endeavour Award (James Fiscus)

A written report was submitted (see below), with nothing else to add.

4. Susan Petrey Fund (Paul Wrigley and Debbie Cross)

This year they’ve received money from the last two OryCons, and a friend of Susan’s called up and ordered five copies of Gifts of Blood…and donated an additional $400. The Bend Brewpub Tour fundraiser is in two weeks, and they’ll be doing the egg sales at OryCon.

This is the last OryCon at which Paul and Debbie will be doing and fundraising. Aaron: have there been any nibbles on that yet? Andrew had suggested three people, two in town and one in Seattle. They’d heard nothing back from the two local people, and decided the person in Seattle wasn’t a good fit.

There’s no finance report, since the third quarter of 2011 hasn’t ended yet. Their report was accepted by the Board.

5. John Andrews Worldcon Grant

The grant was offered to Ellen Klowden, who attended Renovation and had a great time.

Beverly has drafted a letter and application for future recipients. The final versions will be sent out to the OryCon and GameStorm lists, with the applications due on January 1st, 2012 and the recipient will be announced at the Annual General Meeting. She would also like to see an article about John Andrews on the OSFCI web site. Ruth suggested that we put notices about the Worldcon grant on other OSFCI web pages, and also put a notice in the OryCon program book.

Aaron: Who all is on the committee? Beverly, Ruth and Marc.

The report was accepted.

IV. Other Continuing Business

A. Banning Policy

There’s nothing new to report. There will be a report by the time of the December meeting.

B. Bylaws Committee

See written report (below). Andrew moved that we forward the suggested change to the general corporate members for consideration, James seconded the moved and the Board agreed.

The committee is still working on a recommendation regarding changing the number of corporation members needed to make changes to the bylaws. It’s hoped that there will be a suggested change to propose by the time of the December board meeting.

C. Storage Manager Report

There will be a work session on Monday, October 3rd, to create an inventory of what is in the storage units. The plan is to use this inventory to create a list of what’s going out of the units, and what is being returned after an event.

The report was accepted.

D. Hotel Committee

We have signed contracts for GameStorm 2013 and 2014, at the Vancouver Hilton. The cost of the meeting space is slightly higher (from $0 to $1000, which is still minor compared to the rest of the budget), as is the sleeping room rate.

Tammy is in negotiation with the Portland Doubletree for the 2014 contract for OryCon. The latest changes and recommendations have been sent to Monica Pea and we’re waiting for her response. They did offer several bonuses if we signed by the end of September (extra meeting planner points, etc.), but we’re not going to do so unless we can get some of the issues settled first.

Tammy has also received confirmation that we can use our own Clearwire wireless equipment, which will save us paying the hotel for Internet feeds.

The report was accepted.

E. Other Continuing Business

  • There was some (final) discussion on the Clearwire modems and routers, which have all been purchased. (They were used at both GameStorm and Kumoricon.) Set up instructions for them will be posted on the OryCon and GS wikis. On a related note, Aaron spoke to the person who runs Gathering of Friends, and they won’t need them.
  • Aaron (in his role as the Games Librarian): Renovation has reimbursed OSFCI for all games purchased since GameStorm (since Renovation used the OSFCI games library).

V. New Business

A. GameStorm 15 (2013) Bid

Since time tonight is limited and we might have another bid being offered soon for GS 15, it was decided to table discussion of this bid until the next meeting in December.

B. OryCon 34 (2012) Bid

Tracy Penner presented a bid to chair OryCon 34 (a copy is attached). There were some questions and discussion:

  • Rick: It is somewhat late to get a convention going–how long do you think it will take to fill in the rest of your team? Tracy: Not very long. With the summer very full this year (because of Renovation), it’s been hard to talk to people about this. But now that they’ve had time to catch their breath, it should be easier to get people into place. Normally for OryCon, people will take on the same job for a couple of years. But with the problems we’ve seen this year, I’d rather concentrate on recruiting new people for the positions that I know I can depend on.
  • Aaron: Who do you have in mind for Programming? Tracy: I was going talk to Andrew.
  • Rick: What do you plan to do with Registration? Tracy: I’ve heard that Rick might want to take it on. Rick: I’m willing to help, but not be in charge. (There was discussion of what is needed to run registration. The person running the department is not necessarily the person who writes whatever software is used.) Beverly: The program for printing the badges is what’s needed to get settled right now for this year’s OryCon.
  • Andrew: The one-sentence budget in the proposal worries me. But the question is, are any reservations about Tracy’s bid strong enough that we (the Board) want to do it ourselves?
  • Ruth: Is the proposed Media GOH familiar with our policies (i.e. that we don’t pay appearance fees, just expenses)? Tracy: Yes.

Andrew moved that the Board accept Tracy’s bid, with the provision that a registration team must be in place by OryCon 33. Tammy: Do we want to include the other major departments? Andrew: Many times, people are recruited during the dead dog party…but the reg team has to be doing work at this year’s convention to make sure information is properly passed over to next year. Devlin: That sure would have helped me this year. Aaron: We also need to have an actual budget before we can sign a management agreement (at the December board meeting).

The Board voted 9-0 to accept Tracy’s bid to be the chair of OryCon 34, and 10-0 to appoint Arthur as the liaison from the OSFCI Board to the convention.

C. New Hospitality Equipment

Devlin Perez presented a proposal for spending $200 for locking wheels for the new carts for steel and art show panels (there was some minor damage to some items on the return trip from Reno due to the carts rolling around), as well as $300 for a new microwave and two new coffee urns, all for a total of about $500. The wheels could be added to the carts during OryCon weekend while the art show equipment is unloaded at the hotel.

There was some discussion about purchasing a new refrigerator, which was not in Devlin’s request he sent yesterday (and which the Board decided they needed a specific request for at the previous board meeting). After some discussion, $350 was added to purchase a full-sized refrigerator (ideally, a reconditioned one). The Board voted unanimously to approve up to $850 for the equipment.

D. GameStorm Scheduling Software

Beverly approached the Board with an idea of developing software for scheduling gaming sessions at GameStorm (the current software they’re using is not at all adequate for the task), as well as gaming at OryCon. She and her partner would develop the software, and own the rights to it, and the money that OSFCI would contribute would buy a perpetual license to use the software. They are committed to having the new software ready by no later than OryCon next year (and the subsequent GameStorm 15). The software would be for both the scheduling of games and people signing up for games. This last year, there were close to a thousand gaming events at GameStorm, with anywhere from three to ten people signing up for each of them.

Arthur: This would only be for gaming and not registration? Beverly: Tying it to registration later is a possibility, but this would be primarily designed for gaming.

Normally, events start to be submitted around OryCon and get finalized in January. People start signing up for them in February, roughly a month before GameStorm. The big hit to the system is when people start signing up, because everybody does so instantly as soon as they the system is opened up.

Aaron: So essentially, OSFCI would be prepaying for what amounts to custom software. Beverly: Yes. Aaron: How much? Beverly: We’re not sure yet. Rachel would need to upgrade her own system to use it for development, and that’s going to be about $800 for the components.

Sam: Are you talking about a contract with GameStorm or with OSFCI? Beverly: With OSFCI. Sam: And who would be the contracting parties? Beverly: With my partner (Rachel) and myself, either as individuals or as a corporation. Sam: Will there be a written contract? Beverly: Yes. (There was some more discussion with Sam on the legal aspects of contracting with Beverly and Rachel, and any liability from that agreement.) Arthur: With Beverly being a member of the board, will there be any problems with OSFCI making payments to a board member? And are there tax implications? Sam: As long as the conflict of interest is disclosed, it’s OK. It would be a payment to a contracting party–there should not be any problem with that, as long as the board member involved abstains from the vote and discloses her interest in the entity that is contracting with OSFCI. It would be a problem if OSFCI participated in the development and held partial ownership with the contracting company or in the developed software, and they themselves marketed the software. It’s better for OSFCI to contract with companies to produce the software, and in exchange for a license to use the software specifically for OSFCI events.

Paul Brinker: Would there be an annual support fee? Beverly: Certainly not for GameStorm. Sam: And this should be addressed in the contract. In approving any possible contract, it’s important that any conflicts be disclosed, and any approval of the final product be made by board members (or people appointed by the board) that does not include the people who would be paid for the product.

After some discussion, it was decided that the Board would entertain a proposal from Beverly to provide this software, and it would be more efficient to have any proposal reviewed by Marc, Rick and John on a technical basis, and then Sam on a legal basic before the full board considers it.
The date of the next meeting will be Monday, December 12th, 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
Orycon Odd $12011 (+$3866)
OSCFI checking $22365 (-$1057)
Endeavour $5026 ($0)
GS Even $4826 (+$3826)
Merchant $568 (-$3368)
GS Odd $13235 (-$5332)
Orycon Even $1570 (+$49)
Campbell $288 ($0)
OSFCI savings $19033 (-$848)
Westercon Bid $378 ($0)

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

Funds Available:

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

Administrator Needed:

We have posted a job offer for an administrator. (We're offering a copy of all the books that come in for the help.)

Financial Report:

We thank OryCon 32 for their donation of $446.40.

We have $5,026.14 in the bank.

Endeavour Committee

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

We will be unable to attend the July 10th OSFCI BOD Meeting because of a prior engagement. This written report and attached financial information constitute our report to the BOD Meeting.

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.

Debbie Cross
Paul M. Wrigley

Susan C. Petrey Scholarship
Income Statement - Q2 2011

Balance (3/31/2011) $5,099.79
Interest $1.21
Total $1.21
Scholarships $0.00
Fellowships $0.00
Total $0.00
Balance (6/30/2011) $5,101.00
OCF Balance (6/30/2011) $47,659.85

2011 Recipients

  • Charles Stross (Susan C. Petrey Fellow)
  • Todd Castillo (Long Beach CA)


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

  1. 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.

  2. 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.
  3. 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.
  4. 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:

"XII. Bylaws

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:

  1. Methods and timing of notification to the membership of proposed changes to the Bylaws.
  2. 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.
  3. Time period allowed for voting (from date of notification to closing of voting).
  4. 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
Bylaws Committee