On July 28, 2010, the first Board meeting was to be held.
Cicichi (as the first to accept a seat) was to start that meeting. I provided technical assistance to Cicichi and she set up a separate Campfire Chat account - private from all (including me) except the Board. As she had never chaired such a meeting, I also wrote and sent her a draft agenda.
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Cicichi,
Here are some notes to help with chairing the first Board Meeting.
I'll send supporting documents in about an hour.
Chris
What Must be Done at the First Board of Directors Meeting?
1. Call The Meeting To Order
2. Roll Call/Introductions
3. Election of officers
(typically start with suggesting the highest ranked person (Tink-Admin) as Chairman - then ask for nominations/volunteers for the rest. Not required, but it would be nice to have a mix of Staff/Non-Staff. It may also be a good idea to have the secretary be USA based as the registrar in Delaware will need to mail any corporate docs to the secretary)
Chairman
Vice Chairman
Secretary
Chief Financial Officer
4. Chairman may take over from here
5. Authorize the Secretary to take minutes
6. Authorize the Chief Financial Officer (or the officers of this corporation) to open a bank account in the name of the corporation
(see bank notes below )
7. Acknowledge (approve) the name SBFII
8. Acknowledge (approve) the corporate address (registrar)
9. Acknowledge that the Articles of Incorporation have been filed
10. Approve the corporate by-laws
11. Approve the conflict of interest policy and require all board members to sign the policy. (these do not exist yet, perhaps assign someone to write a draft?)
12. Buy the site(s) from MJThe board may have other specific business to discuss in addition to these
typical organizational resolutions.
After the meeting, the Board Secretary should distribute the minutes of this meeting for approval, and after approved, place them in the corporate records book.
BANK SELECTION NOTES
(the Board can select one of the two banks recommended below, or choose another)
note : edited the rest of bank notes collected from Kalua and Dyebat
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I have been told by a Board Member in attendance at that meeting that PT did address the COI. She asked who would like to work on a COI statement with her. Cicichi volunteered to do so.
note #1
PT did not initially disclose to Dyebat that she also held an Admin position at the OS. Dyebat and I were not aware of this potential conflict of interest until PT informed me in a PM on July 14, 2010. "My gut tells me that a few folk know that Jessie and Tink are the same person and that this was an attempt to cause trouble. Using my dual role could be seen by the malcontents as a conflict of interest and abuse of power -their favourite phrase - and they will not see the benefits of the links between the two sites. "
note#2
The Bylaws were originally drafted by Dyebat and placed in a writeboard in the SBFII Basecamp Project Management area where all staff had access..to comment and/or modify. Many commented and changes were made based on staff and admin comments. The final draft was given to PT and she made a few final changes.
note#3 AMENDMENT OF BYLAWS
These by-laws may be amended by the voting membership of the organization at its regular annual meeting by a majority of the members voting by electronic means which limit each person to one vote.
There is nothing to prohibit bylaws being amended at other times, as it does not state that by-laws may only be amended...at its general meeting, or any other restrictive language.
note#4
Kalua is a stickler for any and all legal matters, however minute, in regard to the SBFII sites. Yet dismissive of requests for universally accepted levels of requests for transparency, disclosure, financial transparency, and other legal issues regarding SBFII itself.
There is simply no good reason for such resistance to SBFII having a COI statement, or disclosure of lender names/amounts and repayment. Lenders were never to be anonymous. The resistance to adhere to the original agreement makes it appear as if there is something to hide.
February 2010: A thread suggesting gifts to buy Susan was active on the forum. I posted that we consider donating to a charity on her behalf instead. As there was some interest, I created a Kiva lending group. Many celebrities/groups have lending groups. Kalua notified me that this was inappropriate to discuss on the forum, so I created a separate website on February 28, 2010 for the Susan Boyle Kiva Lending Team.
Kalua then informed me that I needed a disclaimer at my new site and for my team (the other celebrity teams don't seem to need disclaimers). I thought this odd, but agreed. We then went back and forth a bit, as Kalua insisted the disclaimer cover a lot of ground.
Here is the disclaimer Kalua approved:
This project is not associated with Susan Boyle, nor any of the individuals or companies associated with or managing Susan Boyle, nor with any existing Susan Boyle fan sites.
Why not use something similar as part of the COI statement for SBFII?
All Administrators and Directors and Officers and Members of a Committee with Board Delegated Power should disclose any and all agreements and/or financial interest with Susan Boyle or with any of the individuals or companies associated with or managing Susan Boyle, or with any existing Susan Boyle fan sites.
To simplify the process, use the IRS model Conflict of Interest policy as a template, which is an attachment to Form 1023. Edit as necessary.
It should be obvious by now that the only reason that this process is taking so long and is so much work is that some are working against it. Still.
