GIAC Monthly Board Meeting - April 2, 1998 Conference Room, Greenbelt Police Station M E E T I N G M I N U T E S
PRELIMINARIES The meeting was held in the Conference Room of the Greenbelt Police Station. Nancy Revis, President, presided over the meeting. The meeting began at 7 p.m. Board Members present: Anne Andersen, Tom Crompton, Bill Dupree, Neil McLeod, Nancy Revis Others present: Patty Merryman, Claude Revis UPCOMING ELECTIONS Discussion was held on the upcoming June elections. Nancy is seeking suggestions on ways to conduct the process. It was recommended that short descriptions accompany nominations or volunteers for positions. It was also recommended that overlapping slots in the Board be maintained to help new people mesh with the people already holding positions. Also mentioned was the necessity to define terms of office, i.e., who will stay and who will go (Nancy said Bill Dupree could not go anywhere). This subject was asked to be considered with ideas brought back for discussion at the next meeting. WEB PAGE There was an appeal for help on webpage sections. Doug will be unable to continue with the problem log. Other sections also need attention. It was suggested that a request for participation (help) be placed on the webpage. CLASSES The tentative schedule for classes is: - April 21: Internet Basics, instructor: Tom Crompton. - May 20: How to buy a computer?, instructor: TBD - June 22: Tour the Greenbelt Website/ E-greeting Cards, instructor: Patty Merryman - July 21: Windows95 Basics, instructor: Bill Dupree Classes are held in the large meeting room of the Greenbelt Library and begin at 7 PM. Given the need for instructors it was suggested we canvass our membership and invite them to share their expertise by teaching a class. Class attendance was also discussed. Suggestions to increase attendance included seeking out groups like Seniors and the Girl Scouts (for potential qualifications toward the computer merit badge). In other class-related news, Honore Francois, from the Greenbelt Library is stepping down from her position there. She is having a going away party Sat., April 4 (email Nancy for further details). Since Honore was instrumental in our relationship with the Library (letting us use the conference room, for instance), we will need to make a new contact. Tom volunteered for the task. Dan made the original request that we exchange a non voting account in exchange for room usage. NONPROFIT STATUS Using reference materials made available by GIAC Member Dan Macy, Neil made a presentation to the Board on the need to comply with the requirements of a corporation and as a cooperative under Maryland law. For the most part, we are in compliance; in some areas of Director requirements, our rules are actually more stringent than required, but in several instances our rules are insufficient. For example, Officer and Director names, addresses, occupations and terms of office are required to be on record. Also, under state law, we are required to conduct an internal audit and to prepare an annual report each fiscal year for examination by Members or regulators. Neil stated that our existing monthly reports to the Board satisfy, for the most part, the annual reporting requirements; however, provision for an audit committee must be added to the By-Laws. The discussion pointed to the need to amend our Articles of Incorporation and adjust our By-Laws before applying for tax-exempt status. Neil explained that our cooperative is already fiscally, but not legally, nonprofit in its organization. All state requirements for the proper organization of a non-stock cooperative are fully satisfied: 1. Each member has only one vote; proxy voting is prohibited. 2. The annual return on membership capital (membership fee) is fixed (zero). 3. Net savings (surplus capital) is accumulated in the general fund as unallocated member equity. 4. Membership is available on a voluntary basis and open to all persons who can make use of its services and are willing to accept the responsibilities of membership. 5. Services are provided for the primary and mutual benefit of the membership. Tax-exempt status and the right to legally operate as a nonprofit entity and to qualify for tax-deductible donations are gained by satisfying the criteria of Section 501(c)(3) of the Internal Revenue Code. Neil distributed copies of Section 501(c)(3) for reference. GIAC's track record of educational service to the community is well documented, but it was suggested that a mission statement be included in the Articles to clarify the educational purpose of our organization. Neil reported that his understanding of sections of the Internal Revenue Code and the Annotated Code of Maryland was verified by GIAC Member Judi Nichols, a practicing CPA employed by the City of Greenbelt. In summary, to achieve full legal compliance and nonprofit operating status, we must: 1. Identify and draft needed changes to the Articles and By-Laws, emphasizing the educational mission of the organization. 2. Obtain Membership approval of the amended Articles and By-Laws. (by Membership vote) 3. Obtain state approval of amended Articles. ($40.00 filing fee) 4. Submit application for IRS approval of tax-exempt status under Section 501(c)(3), including amended Articles with application. The application fee depends on gross revenues. 5. Use the IRS tax-exemption certificate as evidence of legal nonprofit status. Doug Love moved that Neil's report, just completed, together with the 1997 monthly Treasurer's reports, serve as our audit documents for that fiscal period and that they be retained for any inspection purposes. Doug also recommended that we initiate a formal audit committee for this fiscal year (1998) and to include information about member accounts with the 1998 monthly Treasurer reports. Neil seconded the motion. The motion was put to a vote by the President and passed. Claude Revis asked about the payout practices involving the Treasurer and check- cutting verification. Neil explained that we currently have a two-person check approval system. Formal check requests originate from the Treasurer or Webmaster and must be approved by the President. Requests related to Member service are verified by the Webmaster. Requests related to Member accounts are verified by the Treasurer. Certain recurring expenses are pre-approved (ISP fees, PO Box fee, Membership Committee postage & diskette expense). This item was tabled pending further consideration by the President. Neil and Claude volunteered to serve on a committee to identify and draft proposed changes to the Articles and By-Laws. Nancy requested recommendations of persons to serve on an audit committee. SIGMANET ISSUES There are still some unresolved issues with SigmaNet. We are still waiting for them to provide us with some rate and service quotes. Also, there were sporadic problems with the E-mail server for a few days, as reported by Bill Dupree. Neil and Nancy will schedule a meeting with SigmaNet representatives. System requirements and web page upgrades were also discussed. OTHER ISSUES The point was raised that our relationships with information disseminators in the community, e.g., The Greenbelt News Review and Greenbelt Access Television (GATE), were in need of expansion. It was suggested that we establish an account for the News Review similar to the Library's. This will be presented to Mary Lou Williamson. GATE has tripled its membership and helps groups present themselves by training to use media equipment. The potential for new and interesting relationships was indicated. PARTY ! Our second anniversary party is May 16, 7pm (note time change from 8 pm, discussed at meeting) at the New Deal Cafe. We will attempt to set up for a Cyberlink (call Nancy for more details). NEXT MEETING The next meeting is May 7, 1998, at 7 p.m. in the Greenbelt Police Station Conference Room. The meeting was adjourned at 9:40pm. Recording Secretary Unknown April 1998 [CLOSE WINDOW TO GO BACK]