248 lines
12 KiB
Groff
248 lines
12 KiB
Groff
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Minutes of the EFF-Austin Board of Directors Meeting
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August 11, 1992
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Meeting convened at 7:55 at Martin Brothers Cafe, 2815 Guadalupe.
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DIRECTORS PRESENT: John Quarterman, Ed Cavazos, Smoot
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Carl-Mitchell, Matt Lawrence
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OTHERS PRESENT: Donna McLaughlin, David Smith, Susan Cisco
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The minutes of the July meeting were unanimously approved.
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CHANGES TO THE AUGUST AGENDA:
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Ed Cavazos' addendum regarding the volunteer coordinator
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and the EFF-Newsletter is to be discussed after the Charter, Bylaws
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and Incorporation. Committee reports are to be given after program
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planning discussion.
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ROLL CALL
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Steve Jackson, having missed two consecutive meetings,
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needs to be reappointed to the board b/c of absences. Steve was at
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DoverCon last month, and is in Japan this month. It was unanimously
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approved that he be reinstated as a Board member and Secretary.
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OFFICERS REPORT:
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Pres: Nothing to report
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VP: Discussion of Incorporation (see below)
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Secretary: Absent
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Treasurer: Nothing to report
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ARTICLES, BYLAWS, INCORPORATION
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The Articles of Incorporation were filed with the Secretary
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of State on the week of August 3rd. The $25 filing fee was paid
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by Ed Cavazos, since the creation of the bank account is pending
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until official incorporation.
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The Secretary of State's office returned them with a
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request for correction. The problem stemmed from the discrepancy
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between the number of board position listed (9) and the number of
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current directors (5). After discussion, it was agreed that Ed
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Cavazos would work with the Sec of State 's office to resolve the
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confusion on this. If needed, the problem Article (art. 6) could
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be modified to read: "initial number of directors constituting the
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board is 5" and in the bylaws, it can be indicated that the board
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can be expanded to 9 (section 2).
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Version 2.0 of the bylaws were presented. All changes from
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the previous version were unanimously adopted.
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Matt Lawrence proposed a change to Bylaw II (A) section 11
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("Presumption of Assent") to clarify some confusing language. It
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was unanimously agreed that the last sentence of the section
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(beginning with "Such a right..") be removed, and the remaining
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language be modified to read as follows:
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"A director of the Corporation who is present at a meeting of
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the Board at which action on any matter is taken, shall be presumed
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to have assented to the action unless his dissent is entered in
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the minutes of the meeting or unless he shall file his written
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dissent to such action with the person acting as the Secretary of
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the meeting before the approval of the minutes thereof."
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Also, the language of Bylaw I ("Introduction") was revised so
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that the second paragraph reads:
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"EFF-Austin shall from time to time informally conduct
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activities and correspond with others under the name "Electronic
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Frontier Foundation -- Austin Chapter" to signify its relationship
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with its parent national organization: The Electronic Frontier
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Foundation."
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The Board unanimously agreed to adopt these changes pursuant
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to Bylaw VII and to incorporate them into version 2.1 of the
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Bylaws.
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Matt Lawrence also expressed his approval of Bylaw II (B)
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("Officers") and reemphasized the Board's original decision
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regarding the underlying policy of this bylaw.
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Due to the pending official word from the Secretary of State,
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the issuance of a press release announcing the formal incorporation
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of EFF-Austin as a non-profit Texas corporation was postponed until
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next month by unanimous agreement.
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ACCURACY IN THE MINUTES
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Matt Lawrence raised the issue of the accuracy of the minutes.
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It was officially and unanimously resolved that everyone involved
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should have an increased sensitivity to insuring that the minute's
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reflect all significant occurrences of the Board meeting. It was
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agreed that, in light of EFF-Austin's pending official corporate
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status, this is an important goal.
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The procedure for insuring this increased accuracy was re-
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emphasized: The minutes are to be taken by the Secretary, posted
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for review on the EFF-Austin-Directors mailing list, and then
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approved at the next meeting. Extra care should be taken to review
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the minutes in the mailing list stage.
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LEGAL ISSUES RELATING TO TEXAS NON-PROFIT CORPORATE STATUS
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Ed Cavazos outlined and explained some legal duties which are
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imposed on Texas Non-Profit Corporations by the Texas law. These
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specifically relate to the keeping of accurate records and books,
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and are embodied in the guideline set out in Bylaw V. It was also
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noted that EFF-Austin cannot legally loan money to directors or
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officers.
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The issue of acquiring a State Sales Tax permit was raised.
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The board discussed applying for a sales tax exemption as well.
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Matt Lawrence moved for EFF-Austin to acquire a sales tax license
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from the State Comptroller and to not address the issue of sales tax
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exemption at this time. The motion was approved
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unanimously. Ed Cavazos will work on getting the permit.
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Ed Cavazos raised the issue of making sure the format of the
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minutes was legally sufficient (signatures, etc.) It was agreed
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that this should be researched and Ed should report back to the
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board with suggestions/forms.
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DISCUSSION OF THE AGENDA ADDENDA POSTED BY ED CAVAZOS
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David Smith explained his conception of the position of
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"volunteer coordinator." The volunteer coordinator is the official
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individual figure to whom EFF members who wish to help the
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organization with volunteer work can offer their services.
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Likewise, directors, committees or other project managers can turn
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to the volunteer coordinator for help in procuring volunteers for
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their projects. It was with this role in mind that David invited
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Donna McLaughlin to the Board meeting. Smoot Carl-Mitchell moved
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that Donna be named Volunteer Coordinator, Matt Lawrence seconded
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the motion, and the Board unanimously approved.
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Donna's email address is donna@well.sf.ca.us. One of her
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first projects will be to centralize EFF-Austin promotional
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materials and facilitate their distribution to Board members or
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others who may wish to make them available at conferences, speaking
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engagements, etc. Donna will report to the Board on the progress
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of her various activities, and will communicate to the membership
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via the eff-austin@tic.com mailing list.
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In a related discussion, Matt Lawrence reported on his
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progress in programming an EFF-Austin membership database. Matt
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will work with Donna on this in the future. The mailing list will
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be stored in a central location, so that it is available to Matt,
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Donna and others who may need to contact members.
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David Smith presented his proposal for the EFF-Austin
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Newsletter. He reported that there has been significant interest
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in the project, and several individuals have come forward as
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volunteers to help put the newsletter together. The Board
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unanimously agreed that (1) work should begin immediately on an
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electronic version of the newsletter, with David as editor; and
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(2) that the option to allow the newsletter to evolve into a
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printed version should remain open. The printed version was
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discussed as possibly being distributed less frequently, and
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containing highlights of the on-line version.
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The Board further unanimously agreed that (1) the newsletter
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should be distributed monthly on the first Monday after the Board
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meeting; and (2) it should be mailed to the EFF-Austin-Directors
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mailing list 3 days before distribution for comments, corrections
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and review by the Board.
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CYBERTEX
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Ed Cavazos reported that there have been no submissions
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regarding the request for proposals which was made public last
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month. The Cybertex project, while not dead, is at this time
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"dormant."
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PROGRAM PLANNING
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The Board unanimously approved a general program planning
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policy which encourages the date and location of an event to be
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announced at the Board meeting of the month before the month in
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which the program is scheduled, or at the absolute latest, the
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Board meeting prior to the event itself.
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July: The previously scheduled meeting on Sysop Issues has
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been rescheduled for January of 1993. Ed Cavazos will remain in
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charge of the planning and organization of this meeting.
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August: David Smith has announced a date and location for the
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August Cyberdawg. It will be from 6:00-9:00 p.m. at Europa Books
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(2300 block of Guadalupe - next to Tower Records) on August 22nd.
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Formal announcement to the EFF-Austin mailing list, the media and
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local BBS's is in progress. Promotional cards similar to those
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prepared for the June Cyberdawg will be looked into.
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September: John Quarterman and Smoot Carl-Mitchell report
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that the program for his presentation on the Net is prepared, but a
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location is still being sought. Anna Couey from San Francisco will
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be on hand to talk about the use of the nets bby artists. John and
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Smoot will report to the Board on developments.
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October: Donna McLaughlin will begin looking for a volunteer
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to organize the October Cyberdawg.
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November: Susan Cisco reports that the "Hacker Crackdown"
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meeting (which coincides with the release of Bruce Sterling's book
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of the same name) will be scheduled for a date between November
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3 and November 26th. After some discussion of whether the meeting
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should occur on a week night, or during the weekend, the Board
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agreed that Susan shall make the final decision. She will report
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to the Board on developments. Matt Lawrence will work with Susan
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on preparing a mail-out promotion for the meeting.
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December: Donna will look for an organizer for the December
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Cyberdawg.
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January: As noted above, Ed Cavazos will organize the meeting
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on Sysop Legal Issues. He will report to the Board on developments.
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"AGIT-PROP" DISK PROJECT
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Ed Cavazos and David Smith are working on a project which will
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be an as yet unnamed compilation of EFF and EFF-A related text
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files to be sold at a small cost during EFF-Austin events. A list
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of the text files to appear will be posted to the EFF-Austin-
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directors mailing list for discussion and Board review. Also, the
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possibility of allowing the disk to be sold retail by consignment
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was left open. Ed and David will prepare a simple project financial
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summary for the Treasurer and Board review, as well.
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COMMITTEE REPORTS
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A new committee, the "BBS Activity Committee" consisting of
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David Smith and Donna McLaughlin was created by the Board. This
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committee shall explore ways of getting the private BBS part of the
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Austin electronic community involved in EFF-Austin.
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The Network Committee: John Quarterman proposed that the
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address "EFF-ABOD@tic.com" be done away with to avoid confusion,
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and that "EFF-Austin-Directors@tic.com" be the sole name of the
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official Board mailing list. This was unanimously approved by the
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Board. Also, it was unanimously approved that the EFF-Austin
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newsgroup shall be created, to be moderated by Prentiss Riddle. The
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name of the newsgroup is eff.austin. The newsgroup will be
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gatewayed bidirectionally with the existing eff-austin@tic.com
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mailing list. John will post a note on the relevant mailing lists
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and USENET newsgroups announcing eff.austin.
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There were no other committee reports.
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AGENDA ITEMS NOT DISCUSSED
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Several items in the agenda's "New Business" section were not
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discussed due to (1) the absence of the individuals involved in the
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particular business, (2) timeliness, or other reasons. All relevant
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items should be transferred to the agenda for the September
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meeting.
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NEXT MEETING
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John Quarterman made a motion that in the future, the Board
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should be required to set the meeting place for the next board
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meeting. This was unanimously passed. Pursuant to this vote, the
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Secretary shall confirm that the Board meeting scheduled for
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September 8, 1992 can be held at Martin Brother's restaurant again
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next month.
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ADJOURNMENT
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The Meeting was adjourned at 9:46.
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These minutes prepared by Ed Cavazos.
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