The meeting was called to order at 7:30 p.m. No agenda was distributed. The focus of the meeting was a review of Mr. Barr's latest draft (Version 2.02, October 13, 1994, attached) of the Huron Valley Community Network. The Board waived notice of time, date, place, and subject of the meeting.
The minutes of the meeting of September 13, 1994 were approved as amended.
Mr. Hayes distributed the financial history of the Huron Valley Community Network, (also known as the Michigan Public Computing Consortium or Huron Valley Free-Net), as well as the Huron Valley Community Network balance sheet as of September 13, 1994. Mr. Barr asked where the $800.00 came from when the Corporation's account was opened Mr. Glazier responded that Richard and Christina Foote, Ms. Howard, Mr. Ogden, and himself each contributed $200.00. Ms. Howard also donated $75.00 to purchase manuals from the American Bar Association outlining the responsibilities of Directors. Mr. Ogden offered to contribute to the cost of the ABA books. The Board voted unanimously to accept the financial reports.
Mr. Glazier asked the Board's permission to look for a design for a new corporate logo. The Board agreed he should proceed. Mr. Barr said he would try to get a printer to donate printing services to the Corporation. Mr. Ogden suggested the following change in wording to paragraph XII.A (page 19) of the draft Bylaws:
Vote -- Any portion of these bylaws may be amended by a 2/3 vote of the Board of Directors or by 2/3 of the voting members who cast ballots, provided that at least 2/3 of the average number of voting members present at the last two annual meetings, or fifteen voting members, whichever is greater, are present to vote. In all cases, at least fourteen days advance notice is required to amend the bylaws.
After discussion, the Board supported Mr. Ogden's wording.
Mr. Ogden asked why proxy votes should not be allowed at the annual meeting of the members, as stipulated in the draft Bylaws paragraph IV.C.last sentence (page 8). After discussion, the Board concurred that the sentence "No proxy votes should be allowed at the annual meeting of the members." should be deleted.Mr. Glazier asked about electronic polling of votes. Mr. Barr indicated that electronic polling could be authorized, as long as it does not conflict with state Statutes. Mr. Barr said he would check the Statutes.
When Mr. Glazier asked what levels of membership should be eligible for custom login identification (as specified in paragraphs III.A.7 and III.A.8 on page 4), Mr. Ogden questioned whether these explicit statements should be included in the Corporation's Bylaws at all. Mr. Ogden suggested that these provisions should go into the Corporation's Rules and Regulations as defined by the Board, and should be deleted from the Bylaws. After discussion, the Board concurred that paragraphs III.A.7 and III.A.8 should be removed from the draft Bylaws, but should be saved for consideration for inclusion in the Corporation's Rules and Regulations.
Mr. Ogden suggested deleting paragraph VII.B (page 13) from the draft Bylaws, which stated "Eligibility -- Nominees for the officers of the corporation must be duly elected or appointed voting members of the Board of Directors." He reasoned that since the Bylaws prohibit elected Board members from being paid, removing this paragraph would give the Corporation the flexibility to, for example, pay its President. After discussion, the Board agreed to delete paragraph VII.B.
Mr. Barr said that he wanted to add a paragraph to section X (page 10) which would say that the Corporation would not engage in activities that would jeopardize its 501(c)(3) tax-exempt status (once that status is granted). The Board concurred that Mr. Barr should add the paragraph.
Mr. Glazier suggested adding the phrase "favorite food" to paragraph X.D (page 18) so that it would read "Nondiscrimination -- The organization shall not discriminate in employment, membership, or registered use against any person on the basis of race, color, gender, religion, creed, age, disability, favorite food, or sexual preference." The Board agreed to the modification.
Mr. Glazier asked whether it was appropriate to put out some electronic publicity about the organization. Mr. Ogden replied that a perfect time to provide an update to the community was when the 501(c)(3) application was filed with the IRS. Mr. Barr added that if the application was approved, the organization's tax exemption should be retroactive to 1992. Mr. Barr said he expected to file the application by November 1, 1994. Mr. Barr reported that he had to file a few corporate annual reports with the State of Michigan before the 501(c)(3) application was submitted.
Mr. Barr reported that he had discussed insurance for Board members with two insurance agents. The agents indicated that it was too early to purchase insurance now, but that when the time came, they could write us a policy in three to ten days. They provided Mr. Barr with a lot of questions the Corporation would have to deal with, e.g., What kinds of responsibility would the Board assume for what it does?, If people come to rely on the "free" services the Corporation provides, what kind of liability will we have if we do things poorly?, If the Corporation provides data, who will insure the integrity of the data?, What arrangements will be made for personal privacy?, What provisions will be made to keep inappropriate content out of the view of minors?
Mr. Hayes said that at the Board meeting of September 22, 1994 the Board stipulated that dual signatures be required for access to the Corporation's funds. Mr. Hayes stated that it could be inconvenient to try to track down another person for a signature and that business might be transacted more easily if dual signatures were only required for amounts in excess of some threshold. Paragraph VII.E (page 15) of the draft Bylaws allows the Board to set a sum above which dual signatures are required. The Board agreed that dual signatures be required for withdrawals in excess of $1,000.00. Mr. Barr offered a motion to modify the second sentence of paragraph VII.E to read "All disbursements of more than $1,000.00 shall be made by checks duly signed by any two officers or Directors of the Corporation." The motion passed unanimously. Mr. Hayes circulated a bank signature card, which was signed by Mr. Glazier, Mr. Hayes, Ms. Howard, and Mr. Ogden. A note was added to the card stipulating that any two signatures were required for withdrawals in excess of $1,000.00.
The Board authorized Mr. Hayes to order computer-producable checks, deposit tickets, and a stamp to endorse the checks. The Board authorized Mr. Hayes to put the Corporation's name and office address (at the Washtenaw County Annex) on the checks. Mr. Glazier was asked to confirm with the office whether this was satisfactory with them. The address is to read: Huron Valley Community Network, 110 North 4th Avenue, P.O. Box 8645, Ann Arbor, MI 48107-8645. For the record the Corporation's office telephone number is (313)994-4515 and the FAX number is (313)994-4847.
Mr. Glazier said he had the Federal Employer Identification number for the Corporation. Our bank also has the number. The Corporation has its account at NBD-Campus Branch. Mr. Barr said the Corporation's state corporate identification number is 733-926.
The next meeting was scheduled for Thursday, October 27, 1994 at 7:30 p.m. at Ms. Howard's home.
The meeting was adjourned at 10:00 p.m.