Greenbelt Internet Access Cooperative

Monthly Board Meeting – October 13, 2005

Conference Room, Greenbelt Police Station

D R A F T

M E E T I N G   M I N U T E S

 

DIRECTORS:   Peggy Bates, Phil Brandis, Ed James, Neil McLeod (Absent: Anne Andersen, Mary Camp [illness])

OFFICERS:     Terry Henderson

MEMBERS:     Clement Lau (arrived 7:30), Gilbert Lee

 

=== PRELIMINARIES ===

 

1.      Meeting called to order at 7:05pm.

Meeting chair:  Peggy Bates

 

2.      Introduction of Directors, Members, and Guests

 

3.      Changes to Agenda

a.      Proposals (additions/deletions) and approvals

b.      Approval of final agenda (PBates moved, EJ seconded, unanimous approval)

 

=== INCORPORATION CEREMONY ===

 

4.      Amended Articles of Incorporation (Legal Committee)

a.      Introductions

Neil gave a brief history of the Articles amendment process and introduced former Legal Committee members Clement Lau and Gilbert Lee (and gave a nod to Ray Stevens, seasoning in New Mexico).

b.      Member Ballot report

1)     Voting deadline was extended one day due to e-mail problems on October 8.

2)     Final tally (two-thirds of Members voting required for approval):

·         Approve-24, Disapprove-0, Abstain–1, Absent-66

·         Web Ballot M-050908

c.      Incorporator Signatures - Done

d.      Officer Signatures - Done

e.      Documents

·         Amended Articles of Incorporation

·         Maryland SDAT Filing - Amended Articles – Fee $100.00

 

5.      Change of Principal Office and Resident Agent (Legal Committee)

a.      Officer Signatures - Done

b.      Document

·         Maryland SDAT Filing - Principal Office & Resident Agent – Fee $25.00

 

6.      Change of Personal Property Address (Legal Committee)

a.      Officer Signature - Done

b.      Document

·         Maryland SDAT Filing - Personal Property – No fee

 

[All executed documents were given to Peggy Bates for payment and mailing.]

 

=== GUEST PRESENTATIONS ===

 

7.      Scheduled Guests (15 minute limit) - None

 

8.      Unscheduled Guests (3 minute limit) - None

 

=== MONTHLY REPORTS ===

 

9.      Secretary (Terry Henderson / Neil McLeod)

a.      Adjustments to agenda/minutes procedure

Minutes will be based on the agenda, edited by Neil, approved by the Secretary, and then posted by the Webmaster.

b.      Adjustments to report distribution procedure

Henceforth, the Secretary will provide copies of the previous minutes and current agenda to Directors and Officers present at each meeting.

c.      Approval of meeting minutes

MONTHLY MEETINGS

1)     Fourteen meetings 1999-2003 not submitted – No progress

ANNUAL MEETINGS

2)     Meetings June 7, 2005, not submitted – No progress

3)     Meetings 2004/2002/2001 not submitted – No progress

4)     Membership meeting 2000 – Treasurer’s report needed (Peggy)

d.      Old action items

1)     Submit Secretary’s 2005 Annual Meeting notes – None / Closed

2)     Sign-up sheet – please forward to Neil for posting (Peggy)

3)     Ballot summary – please forward to Neil for posting (Peggy)

e.      New action items

Secretary Orientation Meeting (Terry / Neil)

 

10.  Treasurer (Peggy Bates)

a.      Financial report

1)     Discussed continuation of wireless service at New Deal Café.

2)     Funds remaining in account need to be spent down before the end of the year.

3)     Documents [catching up after absences]

·         Balance Sheet – July 31, 2005

·         Profit & Loss – July 31, 2005

·         Profit & Loss – January-July, 2005

·         Balance Sheet – August 31, 2005

·         Profit & Loss – August 31, 2005

·         Profit & Loss – January-August, 2005

·         Balance Sheet – September 30, 2005

·         Profit & Loss – September 30, 2005

·         Profit & Loss – January-September, 2005

b.      Membership report

July - One new membership (Amitiyah Hyman)

·         Membership Report – July 31, 2005

August - Two new memberships (Penha Carvalho, Terry Henderson)

·         Membership Report – August 31, 2005

September - One new membership (Roya Bauman/George Branyan)

·         Membership Report – September 30, 2005

c.      Old action items

1)     Send latest contacts PDF to all. – No progress

2)     Send accounts database to Neil. – No progress

3)     Make 2003-2005 history of returned mail.

·         History – Done

·         Member database update – No progress

4)     Check if GIAC’s $99 payment for New Deal Café modem will be returned. – Payment was never made / Closed

5)     Implement PayPal. - Done

6)     Relocate GIAC bank account and CD. – No progress

·         Need Articles of Incorporation and Mary Camp’s signature.

7)     Submit Treasurer’s 2005 Annual Meeting notes [membership report, financial report, audit reports]. – No progress

d.      New action items

Remit payments and documents to Maryland SDAT.

 

11.  Vice President [absent]

a.      Classes report

1)     Scheduled classes – None scheduled

2)     Proposed class topics

·         Clement proposed a class on community disaster planning websites; Members present indicated that such a class would be well received.  Peggy suggested that if Clement developed the class, GIAC could provide room and equipment for the presentation.

3)     Wireless support (Neil McLeod)

·         Neil “borrowed” the wireless network card to conduct relay testing from News Review office to Theater Rehearsal Room.

·         Standard router plus relay device may be enough without advanced equipment (which could be recovered from News Review and used elsewhere).

4)     Presenter device (Neil McLeod)

·         Appreciation gift to Mary Camp.

b.      Old action items

1)     Submit Vice President’s 2005 Annual Meeting notes [classes, activities].

·         Neil found Mary’s notes. – Closed

2)     All other items carried over

c.      New action items - None

 

12.  President (Any Directors) [acting]

a.      Nonfeasance by Principals (Neil McLeod)

1)     Neil reminded Directors and Officers that nonfeasance on their part stymies the coordination and completion of tasks, wastes time and materials, and erodes the attitude of those who are trying to do their jobs and to advance GIAC’s mission.  Chronic failures have occurred lately in the following areas of responsibility:

·         E-mail response - many requests for action or information have been delayed or ignored.

·         Ballot response - non-participation by certain individuals has precluded the attainment of a quorum.

·         Meeting attendance - unannounced absences have precluded doing business for lack of a quorum and contributed to malcontent among the attending Principals.

·         Voicemail monitoring - duty week foul-ups (August 28-September 03, October 02-08, October 09-13) have forced other Principals to substitute without notice.

2)     To reliably achieve a quorum for meetings and electronic ballots, either or both of two things must happen:  a) non-participating Directors must be removed, or b) the Bylaws must be changed to reduce the number of Directors needed to constitute a quorum.  

3)     To remove a Director, the Bylaws currently provide that Directors must either:  a) resign, or b) be removed by two-thirds vote of the entire Membership. 

·         Lesson learned #1:  Knowledgeable GIAC Principals should not hesitate to speak out in Membership Meetings against the re-election of individuals who have previously demonstrated their inability or unwillingness to responsibly fill a Principal role.

·         Lesson learned #2:  Besides cleaning up our Membership rolls to eliminate Members who cannot be found, we may want to consider a bylaw change to reduce that two-thirds vote requirement to a more practical level.  

Any legal method of disposing of non-participating Directors could help alleviate the quorum problem.  

4)     The Bylaws also provide that a majority of the entire Board constitutes a quorum, while Maryland State Law permits a lesser quorum requirement: “The bylaws may provide that less than a majority, but not less than one-third of the entire board of directors, may constitute a quorum …”.  Enacting a reduced requirement in the Bylaws would certainly help alleviate the quorum problem.

5)     There is an apparent conflict in the Bylaws concerning what portion of the entire Membership is required to enact a bylaw change.

·         Article III Paragraph 8:  At any meeting of members five percent of the members or fifty members present in person, whichever is less, shall constitute a quorum.

·         Article XI:  These bylaws may be altered, amended or repealed and new bylaws may be adopted by a vote of a majority of all the members . . .”.

All bylaw changes to date have been enacted at Annual Membership Meetings by less than a majority of all Members; that is, the quorum provision in Article III has always been used previously to enact bylaw changes.  Due to historically low Member participation, the provision in Article XI is impractical.  The contradiction can be corrected or clarified using the established mechanism of a Clarification Change, which documents and justifies bylaw changes not submitted to the Membership for approval by vote.  Having been notified, if someone objects to the change, they can raise an issue.

6)     The Board could consider using another current Bylaw provision to adjourn meetings with less than a quorum “from time to time without further notice”.  The reconvened meeting would still require a quorum to conduct business, but that meeting could also be adjourned to another time if necessary.  Repetition of this cycle should quickly illuminate the problem.

7)     Phil described difficulty in viewing recent logo samples as e-mail attachments.  He was advised to ask for assistance when needed.

8)     Service interruptions were also offered as possible excuses for non-action.

b.      Old action items

1)     Recruiting for principals and committees. (Neil) - Ongoing

·         Invited – Sharon Natoli, Linda Siadys, Gayle Rawley

2)     Update posted Board procedures per past minutes. (Neil) - In progress

3)     Enforce Board procedures. (Directors)

c.      New action items

1)     Peggy will try to contact Anne Andersen regarding her non-participation as a Director.  (See action item for Anne below.)

2)     Neil will draft bylaw proposals.

 

13.  System Administrator (Peggy Bates / Neil McLeod)

a.      Technical support activity report (Duty Directors)

1)     Neil McLeod

·         Resolved intermittent outgoing e-mail problem (“domain isn't allowed to be relayed thru this MTA”) in SquirrelMail.

2)     Mark Miller (Neil)

·         At Mark’s request, replaced clogged mailbox with auto-forward and cancelled unused dial-up service.

3)     Roya Bauman (Neil)

·         House call to diagnose intermittent outgoing e-mail problem (“domain isn't allowed to be relayed thru this MTA”) in Outlook Express.

4)     Amitiyah Hyman (Neil)

·         Explained mailspace management procedures.

5)     Phil Moors

·         Diagnosed IMAP webmail outage.

6)     Greenbelt Nursery School (Neil)

·         Explained web server environment and CP features to new GNSK volunteer webmaster.  Set up read-protected directories for private member data.

7)     Amitiyah Hyman (Neil)

·         Diagnosed intermittent connection problems (probable user error).

8)     Cathy Holcombe (Neil)

·         Discussed numerous e-mail, webmail, security, and system maintenance issues related to Cathy’s acclimation to her new Windows XP machine.

9)     Jeff Travis (Neil)

·         Explained mailspace utilization reporting discrepancy.

10) Dianne Wilkerson (Neil)

·         Resolved mail server configuration error (in SMTP SPF) that was blocking delivery of messages from domain ‘ghi.coop’.

b.      Old action items

1)     Report Greenbelt News Review network upgrade status. (Neil) – No activity

2)     Send services feedback survey to Neil to post on web; email members to respond. (Peggy) - Cancelled

3)     Close suspended accounts. (Peggy) – Done previously but not reported

4)     Submit 2005 Annual Meeting notes [ISP report]. (Peggy) – No progress

5)     Update work order documentation. (Neil) – Done

·         Work Order Documentation

c.      New action items

Peggy asked about limits on number of e-mails that can be sent at one time.  Neil will investigate the problem that Peggy encountered.

 

14.  Webmaster (Neil McLeod)

a.      Community Website report

1)     Apply monthly and weekly Community Calendar updates. - Ongoing

·         Now planning 2006 calendar – please forward any suggestions.

2)     Update Community Gallery. - Done

·         Added forty-four photos contributed by Sharon Natoli in five groups - Labor Day Parade 2002, Friends Community School Groundbreaking, Girls 12 & Under Soccer, Labor Day Parade 2004, Halloween 2004

·         Applied technical upgrade to all pages of the Gallery.

b.      GIAC Website report

1)     Post procedural decisions made during Board meetings. -  In progress

2)     Upgrade Home Page and Classes section.  - Done

·         Due to numerous cross-links, upgraded pages will not be posted until entire website upgrade has been completed.

3)     Upgrade Minutes section. – In progress.

·         Researched and upgraded ~3-1/2 years of historical meeting minutes -- continuing with remaining pages in Minutes section.  Now seeking certain linked financial and membership report files.

4)     Integrate PayPal procedures into GIAC Website. – No progress

c.      Old action items [some relocated to website reports above]

1)     Solicit photographs for Community Gallery.

·         Contacted Andy Carruthers and Linda Siadys.

2)     Upgrade GIAC website format. – In progress

d.      New action items

1)     Protected directories

·         Neil brought up the issue of read-protected website directories, a feature not available to GIAC users under previous ISPs.  Some discussion ensued about content of Members’ webpages.  We cannot control content, but we can control traffic.  Peggy said there are “reasonable use” provisions in the Acceptable Use Policy.

·         Motion:  Enable read-protected user subdirectories as a new online service. 

(NM moved, PBates seconded, unanimous approval)

2)     Online documents

·         Neil wants to exploit the availability of read-protected directories to enhance coordination among GIAC Principals by sharing additional documents online.  Discussion suggested the proper categorization of protected vs. unprotected files.  Neil asked Principals to begin forwarding files in the protected category to him ASAP to be posted as part of the current GIAC Website upgrade.

UNPROTECTED FILES

-         Meeting agendas & minutes (Board monthly/annual/special)

-         Meeting agendas & minutes (Committees)

-         Ballots

-         Financial & membership reports

PROTECTED FILES

-         Audit procedures & reports

-         Membership roster

-         Work orders

-         Others?

 

15.  Director (Ed James)

a.      Old action items

1)     Promote & support community WiFi usage. – Ongoing

·         Discussed wireless alternatives.

2)     Organize & coordinate Greenbelt Linux User Group (GLUG).

·         Due to the small number of interested individuals, the group will probably not organize formally.

b.      New action items

1)     Ed attended a City Council ceremony recognizing the City’s cooperatives and received a certificate that will be stored in the permanent file after being viewed by the Directors.

2)     Ed will represent GIAC in a Greenbelt Access Television (GATE) interview by Leta Mach.  Questions will be given in advance.

 

16.  Director (Anne Andersen) [absent]

Old action items

Find or establish a location for online access ASAP, in order to stay in the communications loop with Directors and to pursue your Director project.  Otherwise, resign the Director seat (per GIAC Bylaws).

 

17.  Director (Phil Brandis)

a.      Old action items

Pursue GIAC tax-exempt status.

·         Discussed tax-exempt application issues.  IRS Form 1023 now being reviewed.  Phil suggested getting IRS ruling on 501(c)(3) status and questioned whether we qualify as “educational organization”; maybe we are “community service”.  May need to explore all 501(c) subparagraphs, including donor exemption status.

b.      New action items

Phil will copy Doug Love’s draft Form 1023 and give to Neil.

 

18.  Audit Committee (Mary Camp) [acting] [absent]

a.      Old action items

Complete 2003 & 2004 audit reports. – Please report status of 2003 report

b.      New action items

Neil (2005 committee volunteer) proposed that the 2005 committee should also tackle the 2004 audit.  Because of the double load, Neil said he would like to begin collecting the needed audit materials right away.

 

19.  ISP Committee (Neil McLeod) [acting]

a.      Old action items

·         Develop and propose new service offerings.

-         Possible IKANO DSL service pending action by Peggy.

b.      New action items

 

20.  Legal Committee (Neil McLeod) [acting]

a.      Old action items

1)     Review and update legal documents. – Ongoing

2)     Review contents of Legal Committee folder. – Done

3)     Complete Registered Office and Resident Agent change forms. - Done

4)     Finalize Articles update proposal to Members. - Done

5)     Complete Articles filing to Maryland. - Done

6)     Finalize Bylaws update proposals to Members.

7)     Compete IRS tax-exempt application (Form 1023).

8)     Implement nonprofit hosting program.

·         Draft “invitation” form letter for candidate nonprofit organizations. – In progress

9)     Committee Meeting:  1:00pm, Wednesday, September 14, at Neil’s. - Cancelled

10) Committee Meeting:  1:00pm, Wednesday, September 28, at Neil’s. - Cancelled

b.      New action items

1)     Amended Articles of Incorporation.

·         Prepare Maryland filing package. – Done

·         Prepare GIAC filing package (including Ballot M-050908 hardcopies). – Partially done

2)     Change of Principal Office and Resident Agent.

·         Prepare Maryland and GIAC filing packages. - Done

3)     Change of Personal Property Report.

·         Prepare Maryland and GIAC filing packages. – Done

4)     Research legal alternatives for resolving the Board’s nonfeasance problem. - Done

5)     Committee Meeting:  1:00pm, Wednesday, October 26, at Neil’s.  – Tentative / Committee members please confirm

 

21.  Membership Committee (Neil McLeod) [acting]

a.      Old action items

1)     Make more membership kits. (Mary) – Done

2)     Update membership forms and save as PDF files. (Mary)

3)     Need committee volunteers to support recruiting activities.

b.      New action items

Neil proposed a 10th Anniversary Celebration with all current and former Members being invited and a particular effort being made to locate and invite all past Principals, i.e., those who have contributed in such large measure to GIAC’s survival and success.  The anniversary date will be Sunday, April 2, 2006.

·         Members present agreed that the idea has merit and that special preparations (e.g., fancy invitations) were in order.  LET’S PARTY!!  Suggested date:  Saturday, April 1?

 

=== OLD BUSINESS ===

 

22.  Review Labor Day Festival (lessons learned).

a.      The wireless connection worked well.

b.      All people who registered were contacted afterward.

c.      Members present at booth enjoyed meeting other Members in person.

 

23.  Discuss IKANO DSL service.

a.      Peggy will follow through on researching a suitable service package and exploring DSL as a tool for increasing/retaining membership.

 

=== NEW BUSINESS ===

 

24.  Additions to Agenda - None

 

=== CONCLUSION ===

 

25.  Voice Mail Roster           (GIAC e-mail monitored daily by Ed James & Neil McLeod)

Oct 09 – Oct 15   Ed James

Oct 16 - Oct 22   Mary Camp

Oct 23 - Oct 29   Peggy Bates

Oct 30 - Nov 05   Neil McLeod

Nov 06 - Nov 12   Phil Brandis

Nov 13 - Nov 19   Anne Andersen

 

26.  Scheduled Meetings

·         Audit Committee:

·         Legal Committee:  1:00pm, Wednesday, October 26, at Neil’s (tentative)

·         Secretary Orientation: 

·         Webmaster Orientation:  Cancelled

·         Monthly Meeting:  7:00pm, Thursday, November 10, at Greenbelt Police Station

 

27.  Meeting adjourned at 9:34pm.

 

 

- 10/19/05 Drafted by Terry Henderson

- 10/27/05 Edited by Neil McLeod & Terry Henderson