Michigan Public Computing Consortium
Board of Directors Meeting
Minutes
September 13, 1994

Board Members Present:
Michael Todd Glazier, Jennie Meyer Howard, Ed Hayes (Treasurer, Ex-Officio Board Member), Keith Stanger (Secretary, Ex-Officio Board Member)
Community Members Present:
Arnold D. Barr, Glenn Modell (Ann Arbor Public Library), Leslee Niethammer (Saline District Library), Lana Straight (Ann Arbor Public Library), Mary Udoji (Washtenaw County Library), Colleen Verge (Ann Arbor Public Library)

The meeting was called to order at 7:15 p.m. by Mr. Barr, with the permission of President Glazier. Mr. Barr distributed an agenda. The Board waived notice of time, date, place, and subject of the meeting. Mr. Stanger distributed the minutes of the meeting of August 23, 1994. The Board deferred approval of the minutes until they had a chance to review them and corrections were forwarded to the Secretary. Mr. Hayes distributed the Treasurer's report, which was approved by the Board. A motion, introduced by Ms. Howard, to dispense with the old business and consider both old and new business together, was passed. The agenda was revised to include: discussion of the business plan; how to handle telephone inquires about the network.

Mr. Barr raised the issue of the benefits vs. the cost of affiliation with the National Public Telecomputing Network (NPTN). To affiliate with the NPTN it costs either $1200 per year or the sharing of a locally-produced service with other Free-Nets. Also, it appears that the NPTN affiliation contract stipulates that network services must be offered at no charge. However, we might want to charge a fee to provide some services. Mr. Barr heard that many of the resources provided by the NPTN were available elsewhere at no charge. On the other hand, an advantage of NPTN affiliation is that it would provide a core of useful services from the start. Mr. Barr suggested deferring affiliation with the NPTN until the benefits vs. the cost could be examined and documented. Mr. Glazier suggested we try to determine why the Heartland Free-Net, one of the most successful Free-Nets, dropped its affiliation with the NPTN. If we don't affiliate with the NPTN, we cannot use the name Free-Net, which is a service mark of the NPTN. Mr. Barr suggested the name Huron Valley Community Network. A subcommittee was formed to consider the benefits and costs of NPTN affiliation—Jennie Meyer Howard and Keith Stanger.

Mr. Barr distributed a draft of a restatement of the Articles of Incorporation. Mr. Barr named himself as the resident agent because his office meets the technical requirements. The restated Articles change the Corporation from a directorship to a membership-based corporation.

Mr. Barr obtained a commitment from the Ann Arbor accounting firm of Plante & Moran to provide the Corporation CPA services at no charge at this time. Mr. Barr said the Ypsilanti law firm of Barr, Anhut & Sacks would provide legal services at no charge at this time. A written agreement with both firms will indicate that the Corporation will make reasonable payments in the future should funds be available. Ms. Howard suggested that a record be kept of all in-kind services provided. Mr. Glazier asked for a few days to try to brainstorm alternate names for the network other than the suggested Huron Valley Community Network.

In the restated Articles of Incorporation, the proposed Article II was slightly revised to read:

...to coordinate, design, install, operate, and administer a community computing network for the benefit of the residents of Washtenaw County, Michigan;...

Mr. Barr distributed a draft of new bylaws. A group consisting of at least Mr. Barr, Mr. Glazier, Mr. Hayes, Ms. Howard, and Mr. Stanger agreed to meet on Sunday, September 18 at 8:00 a.m. to review the draft bylaws. Further discussion was deferred until the next Board meeting.

Mr. Barr asked Colleen Verge to help him prepare materials for the 501(c)(3) application.

There was an off the record discussion of Mr. Glazier's role in the Corporation. The determination of who will be Chief Executive will be determined by the Board, the new Bylaws, and ultimately, the new members of the Corporation.

Mr. Barr said he would file a written report on a teleconference he attended on September 9, 1994 on the role of local government in the developing national information infrastructure.

Mr. Barr asked all in attendance to think about who in the community we might approach to serve on the Board of Directors as well as on the Advisory Council. Mr. Barr said he would talk to the insurance agent for the city of Ypsilanti about errors and omissions liability insurance for members of the Board of Directors.

Mr. Glazier said he was working on revising the Corporation's business plan. Mr. Glazier said he thought Corporation membership should be given to people who volunteer service time to the organization as well as to people who pay membership dues. Mr. Glazier said the organization needed help dealing with telephone inquires about the network. Mr. Glazier said the Corporation lost access to the machine that our files were on. We need access to a unix box with about 1 GB of memory.

The next meeting was scheduled for Thursday, September 22, 1994 at 7:00 p.m. in the Washtenaw County Annex building.

The meeting was adjourned at 8:40 p.m.

Respectfully submitted,

Keith Stanger

Secretary