Michigan Public Computing Consortium
Board of Directors Meeting
Minutes
August 23, 1994

Board Members Present:
Michael Todd Glazier (President), Jeff Ogden (Board Member), Keith Stanger (Secretary, Ex-Officio Board Member)
Community Members Present:
Arnold D. Barr, Mary Udoji (Washtenaw County Library)

Mr. Glazier called the meeting to order at 6:30 p.m.

Mr. Ogden announced that Board member Jennie Meyer Howard would not be able to attend the meeting and that he had a proxy for her vote.

Mr. Barr distributed an agenda for the meeting and the Board voted to consider the items on the agenda even though they did not have prior notice of the items.

Mr. Glazier said he would contact all members of the Board of Directors and ask them to consider whether they currently had the time to serve as members of the Board.

Mr. Barr suggested that when the Bylaws were revised, it be stipulated that board meeting agendas be distributed seven days prior to a meeting.

Mr. Glazier waived the reading of the minutes of the last meeting and the minutes were approved by Mr. Glazier, Mr. Ogden and Ms. Howard (by proxy).

Mr. Glazier introduced a motion to table the consideration of old business. The motion was supported by Mr. Ogden and Ms. Howard (by proxy).

Mr. Barr said that before the Corporation can file for 501(c)3 status, which would facilitate financial contributions, the Corporation must have its tax filings up to date with the state and federal governments. Mr. Glazier said he picked up the Corporation's financial records held by Chris Barbeau, the former treasurer, and that Ed Hayes is now on record with the bank as the current treasurer. Mr. Hayes is currently on vacation, and has in his possession the financial records for the past few months. When asked about the Corporation's sources of income, Mr. Glazier said that Yes! Yogurt of Ann Arbor had a fund-raiser for the organization and that $50.00 was raised. Washtenaw County has donated office space in the Washtenaw County Annex Building, 110 N. 4th, Ann Arbor. Mr. Glazier can be reached at the Washtenaw County Annex Building, (313)994-4505.

The Michigan Public Computing Consortium is an affiliate of the National Public Telecomputing Network (NPTN), whose contract stipulates that our services must be offered at no cost to the public. Mr. Barr asked whether this precludes us from charging for services. Mr. Glazier responded that we can't *require* people to pay to get basic services, but that we can *ask them* for (monetary) support. Discussion suggested that we could offer one level of service for free, with additional tiers of service requiring some monetary payment. Mr. Ogden said he thought that if we want to use the term "Free-Net," the vast majority of our services ought to be free. Ms. Udoji asked what benefits accrue to us by affiliating with NPTN. Mr. Barr suggested that a good introduction to NPTN services could be found in the book Internet Unleashed. Mr. Ogden pointed out that NPTN affiliation lets us start out offering a core of useful basic services that we would not otherwise have access to. Mr. Barr said he thought we should clarify with NPTN under what conditions we could charge for services. Mr. Glazier said that if the organization had to charge user fees to get started offering services, the project should probably not proceed. All agreed that the idea of a community network/Free-Net was compromised if user fees were required to obtain services. Mr. Stanger suggested we might consider offering most network services for free, but asking those people who were willing and able to support the network to become dues-paying members of the organization, with the privilege of voting for the Board of Directors. A community network in Austin, Texas—MAIN (Metropolitan Austin Interactive Network)—follows this model. Mr. Barr pointed out that the Corporation is currently organized as a directorship. Since the Corporation plans to ask the community to donate money, he posited that the credibility and level of perceived accountability would be greater if the Corporation were restructured into a membership-based organization, providing for a member-elected Board of Directors. Mr. Barr volunteered to draft a new set of Articles of Incorporation and Bylaws that would restructure the Corporation into one with a voting membership. Mr. Glazier and Mr. Ogden agreed to consider and review the drafts provided by Mr. Barr. Ms Udoji volunteered to collect for review the bylaws of other Free-Nets and nonprofit community networks.

It was agreed that a number of activities would proceed in parallel: 1) redrafting of the Articles of Incorporation and Bylaws; 2) gathering of financial records and preparation of tax filings, Attorney General filings, and 501(c)3 application supervised by a CPA. Mr. Barr announced that he had talked about the Corporation's need for accounting services with Ken Kunkle, a CPA with the accounting firm of Plante & Moran in Ann Arbor. Mr. Kunkle agreed to donate his company's services to the Corporation for free at this point, with the understanding that in the future, if the Corporation gets going and is in a financial situation to pay, we would at that time pay a reasonable amount for the services rendered. Mr. Barr offered to draft a letter of understanding with Plante & Moran that will formalize the details of the arrangement.

Mr. Ogden suggested that this would be a good time to start talking to people about becoming involved with the Free-Net, perhaps as potential board members, but especially as volunteers.

There was discussion about the size of the Board of Directors. Mr. Barr suggested specifying both the minimum and maximum size of the Board, but to start out authorizing only the minimum number of members. For example, the maximum size might be twelve members, and the minimum size might be seven members.

Mr. Barr suggested that each Board member should have a copy of the American Bar Association's Guidebook for Directors of Nonprofit Corporations (1993). He also suggested that each Board member have a notebook with copies of the Articles of Incorporation, Bylaws, financial reports, board minutes, as well as other relvant documents. The original notebook would be kept at the Corporation's office.

Meetings were scheduled for Tuesday, September 6 and Tuesday, September 13 at 6:30 p.m. in the Washtenaw County Annex Building. The September 6 meeting might be cancelled if significant progress was not made.

The meeting was adjourned at 8:45 p.m.

Respectfully submitted,

Keith Stanger

Secretary