Unapproved minutes of the July 31st, 2000 Board of Directors Meeting.
HOUSTON AREA LEAGUE OF PC USERS
MINUTES OF JUNE 8, 2000
BOARD OF DIRECTORS MEETING
4543 Post Oak Place
Houston, Texas
Any corrections, changes, additions to these minutes will be noted in the
next month's minutes when the minutes are approved by the Board.
ATTENDEES:
Officers
President Robert Gunn
First Vice President -SIGs Mike Mashburn
Vice President -Programs Stephen Cravey
Vice President -Communications Jay Thomas
Recording Secretary Anne Sipes
Membership Secretary Tiffany Kong Absent
Treasurer Wes Leggett
Directors:
Michelle S Annis
Mel Babb Absent
Norman Blaylock
Matthew Castillo
James Coon
William A Goetschius
Robert P Grefe
Moe Jones
J Kolenovsky
Tim Kraemer Absent
Donald B McGowan Absent
Ray Morris
Joseph E Morris Jr
Mike Novominsky
David R. Pausky
Parliamentarian: Marilyn Gore
Guests:
5276 Gerald Zimmerer
43876 John Cochran
48469 Nino S. G. Ramos
50203 Brian Sadler
11972 Carla Cawlfield
26990 Nancy Ward
3989 Jimmie Stewart
47324 Marvin Kaiser
41349 Mary Ann Mitscherling
18082 John Koppenhauer
27469 Bob Bartlett
23874 John Moore
32 Charles Evans
39394 H. Kelly Brown III
29427 Jeff Hupp
23136 Randy Herzstein
31035 Eric Hirtriter
I. CALL TO ORDER AT 7:00 PM
Ray Morris objected to conducting any business on the basis that he had
not received the BoD Packet within 5 working days of the Board Meeting.
The President asked him what the postmark was on his Board Packet. Ray
Morris stated that the BoD Packet was postmarked July 24th. The President
examined the envelope and confirmed the postmark was July 24th, 2000. The
President asked the Recording Secretary when the Board Packet was mailed.
The Recording Secretary stated that the Board Packets had been deposited
at the main post office on July 23rd and that there had been a witness
present. The President asked other Board Members if they had received
their Board Packets within the time prescribed by the bylaws and there
were no negative responses.
The President asked Ray Morris when he had received the packet via e-mail.
Ray Morris replied that he did not remember but that since he had not
agreed to accept the Board Packet via e-mail it did not matter when he had
gotten it.
Ray Morris' objection to the meeting was overruled by the President,
Robert Gunn. Ray Morris left. He asked that the Recording Secretary
include in the minutes that he was leaving because he considered the
meeting unlawful.
The Recording Secretary distributed an Amended Agenda.
Joe Morris, Jr moved for adoption of the Amended Agenda.
The motion passed by acclamation.
Robert Gunn asked for objections to his appointment of Marilyn Gore as
parliamentarian. Hearing no objections Marilyn Gore was appointed
Parliamentarian.
Robert Gunn asked for the approval of the minutes of the June 8th, Board
Meeting with the following amendments:
381. Mike Novominsky no
526. Ann Herbage
570. Deleted
641. Mike Novominsky was against being placed on a committee that he had
no knowledge of.
David Pausky asked that the following additional changes be made:
95 honored guest (outgoing directors)
He requested that:
60 Carla Cawlfield
89 Jeff Boggan
be moved under line 95.
Hearing no other objections the minutes of the June 8th, 2000 Board of
Directors Meeting were approved as amended.
II. REPORTS
PRESIDENT'S REPORT (Attachment 1, with Attachment A and Attachment B)
The President distributed his report and delivered the same report
verbally.
The President then asked for questions about the President's Report.
There were no questions offered.
TREASURER'S REPORT (Attachment 15)
The Treasurer distributed a corrected Treasurer's Report. He commented
that the Treasurer's Report that was distributed with the Board Packet has
some spelling and typographical errors but that the content of the report
remained unchanged.
The President then asked for questions regarding the Treasurer's Report.
There were no questions offered.
VICE PRESIDENT-SIGS
Education Committee (Day, Evening, Clear Lake) (Attachment 2)
Product Distribution Committee (Attachment 3)
SIG Committee (Attachment 4)
The President asked for questions regarding the VP-SIG's reports.
There were no questions offered.
VICE PRESIDENT-PROGRAMS
Programs Committee (Attachment 5)
The President asked for questions regarding the VP-Programs' Reports.
There were no questions offered.
VICE PRESIDENT-COMMUNICATIONS
Headquarters Communication facilities and the Magazine (Attachment 14)
Internet (Attachment 6)
The President asked for questions regarding the VP-Communications'
Reports. There were no questions offered.
MEMBER SERVICES DIRECTOR
Member Services Committee (Attachment 7)
The President asked for questions regarding the Member Services Director's
Reports. There were no questions offered.
RECORDING SECRETARY'S REPORT (Attachment 9)
The President asked for questions regarding the Recording Secretary's
Report. There were no questions offered.
III. UNFINISHED BUSINESS
IV. NEW BUSINESS
The President explained the use of the consent Agenda. He stated that any
Director had the right to request that any item be taken off the Consent
Agenda and discussed. He stated that so long as no Director had any
objections, the Consent Agenda would offer the Board a way to approve
several non-controversial items at one time. He stated that the Consent
Agenda was an acceptable form according to Roberts Rules of Order.
David Pausky objected to lump summing items for the Board's approval under
any circumstances.
The President stated that if David Pausky would object to any item on the
Consent Agenda then it would be removed from the Consent Agenda and opened
for discussion.
David Pausky did not object to any specific item on the Consent Agenda.
Matthew Castillo moved that the Consent Agenda be approved as presented.
David Pausky objected.
The President asked David Pausky if he was objecting to the use of the
Consent Agenda as a whole and not to any specific item on the Consent
Agenda. David Pausky said that he was objecting to the use of a Consent
Agenda.
The President ruled that all items be moved off of the Consent Agenda on
the basis of David Pausky's objection.
Jay Thomas moved (MOTION 000701) that the Board confirm Meredith Foster's
appointment as the HAL-PC Magazine Publisher. The motion passed by
acclamation.
J Kolenovsky moved (MOTION 000702) that the Board confirm Matthew
Castillo's appointment to the Programs Committee. The motion passed by
acclamation.
J. Kolenovsky moved (MOTION 000703) that the Board confirm Anne Sipes
appointment as Programs Committee Chair. The motion passed by acclamation.
Stephen Cravey moved (MOTION 000704) that the Board confirm Mike
Mashburn's appointment to the Product Distribution Committee. The motion
passed by acclamation.
J Kolenovsky moved (MOTION 000705) that the Board confirm David Pausky's
appoint as Product Distribution Committee Chair. The motion passed by
acclamation.
Mike Mashburn moved (MOTION 000706) that the Board confirm Pat Freeman's
appoint to the Library Committee. The motion passed by acclamation.
J. Kolenovsky moved (MOTION 000707, AGENDA ATTACHMENT 13) that the August
Board of Directors Meeting be cancelled.
Moe Jones objected.
The motion passed by voice vote.
The floor was opened for Nominations for a replacement Director.
Norman Blaylock nominated Brian Sadler.
J Kolenovsky moved (MOTION 000708) that nominations be closed.
Brian Sadler was appointed a member of the HAL-PC Board of Directors by
acclamation.
Because the Bylaws currently require that the BOD elect members to the
executive committee in July or a subsequent meeting the floor was opened
for nominations to the Executive Committee as prescribed by the bylaws.
Joe Morris, Jr nominated James Coon and David Pausky. J Kolenovsky moved
(MOTION 000709) that nominations be closed. James Coon and David Pausky
were appointed to the Executive Committee by acclamation.
J Kolenovsky moved (MOTION 000710, AGENDA Attachment 11) that HAL-PC form
a donations Committee. The motion passed by acclamation.
William Goetschius moved (MOTION 0711, AGENDA Attachment 12) to assign
authority to the Vice President-Programs.
David Pausky stated that he was against the direction that the Programs
Committee had taken and that it was his intention to take the matter up
with the Programs Committee.
Mike Novominsky stated that he was not opposed but would prefer that the
VP-Programs submit a plan to the Board for approval. William Goetschius
withdrew the motion.
Mike Novominsky moved to cancel the August General Meeting.
Norman Blaylock amended the motion (MOTION 000712) to cancel both the
August and the October General Meeting. The motion passed by acclamation.
The Treasurer moved (MOTION 000713) to assign a new depository.
Mike Novominsky asked if the new depository would be able to handle our
lock box. Wes Leggett resaponded yes and do it locally. Robert Gunn stated
that we would not close the existing account. Brian Sadler asked about
rates offered by Citizens National. Jay Thomas responded that with our
balance the fees would not be an issue. The motion passed by voice vote.
The Treasurer moved to adopt a resolution to request a grant of $75,000
from the Greater Houston Community Foundation.
The Treasurer stated that a substantial portion of HAL-PC's funds had been
transferred to this account immediately prior to the June 6th election.
He stated that we should not have to do this again. Brian Sadler asked how
much we had in the account. Robert Gunn stated that we have approximately
$800,000. The motion passed by voice vote.
The Recording Secretary read the Synergy/HAL-PC Joint Venture accounting
and report (Attachment 8) as submitted by Gerald Zimmerer.
J Kolenovsky moved to accept the report and final accounting.
Mike Novominsky objected.
Mike Novominsky asked if a representative of the Education Committee was
present? He asked how we could know that the final accounting was
correct. He also stated that HAL-PC had gone to a lot trouble to offer
the Cisco classes and the club had spent a lot of money. He stated that
it was his opinion that this was a poor way of handling the accounting.
Gerald Zimmerer stated that HAL-PC expended no out of pocket funds. He
said that he had set it up that way. The President confirmed that no
checks had been signed to cover any expenditures relating to the Cisco
training classes. David Pausky stated that there was a loss of revenue as
a result of the classes using HAL-PC resources. The President stated that
the previous Board had approved this arrangement. Mike Mashburn confirmed
the amount owed. Mike Novominsky withdrew objection Gerald Zimmerer stated
that he had a problem with the amount. He wanted to give a round number
so he had made the check for $15,000. He also said the Cisco Training
classes had gotten fabulous reviews. He asked the Board to modify the
motion to accept at least 14,987.50. J Kolenovsky moved (MOTION 000714) to
accept Gerald Zimmerer's report with an amendment to accept payment in the
amount of $15,000. The motion passed by acclamation.
Gerald Zimmerer asked the Board to let him know if we wanted to do this
again. J Kolenovsky stated that he would like to see HAL-PC offer more
opportunities like the Cisco Training Classes.
The Treasurer moved (MOTION 000715, AGENDA ATTACHMENT 10) to adopt the FY
2000 Budget as presented. Mike Novominsky stated that the positive
$15,997.76 was the result of a $213,596.55 contribution from HALNet. He
said that he had no objection as long as the Board understood that the
contribution from HALNet was there.
David Pausky expressed appreciation for all the work the Finance Committee
had put into developing this budget. Robert Gunn thanked everyone
involved. The motion passed by acclamation.
Mike Novominsky objected to the immediate publication of the minutes.
David Pausky stated that he would prefer they not be posted until they
were approved. The discussion developed and the Board determined that they
would take a week to review and approve the minutes before they were
posted.
J Kolenovsky moved (MOTION 000716) to adjourn
The July 31, 2000 Board of Directors Meeting adjourned at 8:03pm.
Respectfully Submitted,
--
Anne Sipes
Recording Secretary
--------------------
ATTACHMENT 1
Houston Area League of PC Users, Inc.
President's Report to the Board
31 July, 2000
I. HAL-PC is now sponsoring a co-educational Explorer Post through The
Boy Scouts of America which will focus on computers and the internet.
Anyone who has an interest in helping with this project, please contact
the president.
II. Eric Hirtriter resigned from the HAL-PC Board of Directors
effective July 13, 2000. A report of the Legal Committee regarding the
procedural issues involved in this matter is included in this report as
Attachment A. His replacement will be elected at this meeting.
III. Pat Freeman has resigned as a member of the Bulletin Board
committee.
IV. We are updating our assumed name/DBA status with Harris County and
the Texas Secretary of State's office.
V. In response to Ray Morris' concern as voiced at the June 2000 BOD
meeting, a copy of an FAQ regarding Internal Revenue Service Code Sec.
4958 dealing with Excess Benefit Transactions for 501(c)(3) Tax Exempt
Organizations is included in this report at Attachment B. The relevant
portion of the statute is highlighted. Briefly, the only transactions that
are prohibited are those where the benefit exceeds the value of the
service performed. To my knowledge, no one has suggested that any
employee or contractor of this organization is receiving compensation of
any kind in excess of the value of services performed.
Robert E. Gunn
President, HAL-PC
. ATTACHMENT "A"
To: The Board Of Directors Of HAL-PC
From Legal Committee, HAL-PC
Re: Memorandum Of Opinion
Date 29 July 2000
_______________________________________________________________________
Background
Eric Hirtriter, a Director of HAL-PC, in his message of 13 July 2000 to
Robert Gunn, President of HAL-PC, stated :
"There was a secure site for financials, BOD area for info, getting
messages from other
board members, getting notifications to committee info? etc. It was my
understanding that all BOD members were getting this a free hal-net acct
in order for us to provide service to the membership. If this is incorrect
or you are going to change this policy, I just assume cancel my
volunteering to the BOD, The Product Distribution Committee, Build or Buy
Sig, etc. where I volunteer to help. If this is your decision, or the
BOD's decision to cancel this free HAL-N et acct, let this letter act as
my resignation. Effective immediately! As well as refunding my entire
HAL-PC dues."
Replying to the foregoing, Gunn answered:
"You resigned in your e-mail message of June 13th. Your
resignation has been
accepted and a check issued to refund your HAL-PC membership dues. This is
precisely what you asked for in your message to me."
In the reply, Gunn said to Hirtriter:
"The Board of Directors WILL NOT BE GETTING FREE INTERNET ACCOUNTS
while I am president of this club. It is patently obvious that to give
directors accounts that other members are required to pay for is not legal
under the HAL-PC bylaws", and quoted from Article V of the Bylaws:
"ARTICLE V. CONFLICT OF INTEREST
A. No Director may accept any compensation or
remuneration for serving
as a Director."
Apparently, Hirtriter then wrote to others, we assume (from the
penultimate and terminal sentence) to other directors than Gunn,
questioning the authority of Gunn to terminate a free HALNET account or to
accept Hirtriter's resignation:
"Does the BOD vote to have a free HALNET acct or the President?
Should all
Directors have a free HALNET acct? I was asked today to give a forwarding
address so that I could get my refund for HAL-PC dues, as if a decision
was made about this topic and that Mr. Gunn accepted my resignation and
cancelled my membership. Please respond to me back to:
[email protected]
I was forced to get this email account today since it was implied
that my HALNET
email would be disconnected. If that is the will of the BOD, I will
gladly resign. Please let me know how you all feel about this topic and
send a cc: to [email protected]"
Apparently, Hirtriter then also addressed Gunn directly:
"I have not resigned. Since it not the President's ability to
accept a resignation, I will
be at the next BOD meeting and we will discuss the use of HAL-NET for BOD
members in order to perform the tasks that the members voted for them to
perform. See you there!
Request for Opinion
President Gunn has asked the Legal Committee to render its opinion on the
effect of Hirtriter's communication to Gunn on 13 July 2000:
"I'd like to get the opinion of the legal committee on this. I take
the position that Eric
resigned to me in a writing. He will not be getting a free Internet
account, and the board will not be allowed to vote on free Internet
accounts for board members because it is illegal under the bylaws (Article
V, Section A) and consequently cannot come to the floor."
Sources of Basis for Opinion
The Bylaws of HAL-PC impart to the President of HAL-PC the following
executory powers:
"D. The general responsibilities of the officers are as follows:
1.Conduct day-to-day HAL-PC business.
2.Preserve the assets of HAL-PC.
E. The specific duties of HAL-PC officers are as follows:
1.The President shall:
a. Serve as the chief executive officer of HAL-PC.
b. Preside over General, Annual and Special meetings.
c. Serve as Chairperson of the Board.
d. Preside over all Executive Committee meetings.
e. Conduct relations with other user groups."
The duties and responsibilities of the Board of Directors are set forth in
the By-Laws as follows:
"B. The general duties and responsibilities of the Board include the
following:
1.Establish policies and procedures for the conduct of HAL-PC's
affairs.
2.Approve the HAL-PC budget.
3.Approve any oral or written communication on behalf of
HAL-PC.
4.Sponsor meetings in the name of HAL-PC.
5.Set general policies for all HAL-PC publications.
C. Specific duties of the Board include the following:
1.Recommend the amount of annual dues.
2.Recognize, certify and decertify Special Interest Groups
("SIGs").
3.Confirm the President's appointments of committee chairs.
4.Recommend to the membership the removal of any Director.
5.Appoint, when necessary or as appropriate, the User Journal
Editor, Member
Services Director, Vendor Liaison Officer, Membership Exchange (Swap Meet)
Director, Bulletin Board System Operators, Volunteer Coordinator, Welcome
Committee Chairman, Exposition and Special Events Coordinator, Software
Librarian and other such functionaries as the Board deems necessary and
appropriate.
6.Elect the Officers of HAL-PC.
D. Except as provided below the term of office of Directors shall be two
(2) years and shall run from the date of their election to the
commencement of the second following Annual Meeting at which their
successors are elected. To implement these amendments to the Bylaws, the
twelve (12) Director candidates receiving the highest number of votes at
the June, 1994 Annual Meeting shall serve a two (2) year term, and the
remaining vacancies shall be filled by the Director candidates receiving
the next highest number of votes to serve a one (1) year term. "
Opinion
There are two dispositive issues to the question presented.
I. Was there an effective resignation?
II. Was acceptance of the resignation required?
I. With respect to the first issue, the Hirtriter communication of 13
July 2000 stated
"If this is your decision, or the BOD's decision to cancel this
free HAL-Net account, let
this letter act as my resignation. Effective immediately!"
The decision to which the foregoing referred is:
"There was a secure site for financials, BOD area for info, getting
messages from other
board members, getting notifications to committee info? etc. It was my
understanding that all BOD members were getting this a free hal-net acct
in order for us to provide service to the membership."
The President, I am informed, had indeed decided not to renew free HALNET
accounts to directors who received them on the sole basis of a
directorship position, on the basis that free HALNET accounts constituted
illegal compensation or remuneration under Article V.A. of the By-Laws.
Since a policy to provide free service HALNET accounts to members of the
Board of Directors would contravene Article V.A. of the By-Laws, no act of
the Board would be necessary to revoke the unpermitted policy.
Accordingly, there having been a decision of the President not to renew
free HALNET accounts to directors who received them on the sole basis of a
directorship position, the condition to the resignation was met and the
resignation was not conditional upon a later event but was effective when
delivered, "effective immediately".
VI. With respect to the second issue, the members of HAL-PC repose in
the Board of Directors and the President the powers granted in the
By-Laws. There is no specific provision in the By-Laws specifying a
manner of voluntary resignation by a director. While the Board of
Directors has the power to recommend involuntary removal of a director,
nothing in the responsibilities and duties of the Board of Directors
requires a voluntary written resignation of a director tendered to the
President shall be ineffective unless and until accepted by the President
or ratified by the Board of Directors. Since the By-Laws do not specify
that a resignation voluntarily communicated to the President is not
effective upon delivery, even a refusal to accept the resignation would
not be effective to prevent the resignation. The President, as "chief
executive officer" of HAL-PC has plenipotentiary powers to execute the
affairs of HAL-PC not assigned to other officers or reserved to the Board,
so receipt of a communicated voluntary resignation is well within his
powers. Acceptance of the resignation is not required. While President
Gunn "accepted" the resignation, that was un-necessary for its
effectiveness.
Submitted by the Legal Committee this 29th day of July, 2000
Tim L. Burgess
Reginald Hirsch
. ATTACHMENT "B"
[Thompson & Thompson] [Attorneys and Counselors]
FAQ's -Excess Benefit Transactions for 501(c)(3) and 501(c)(4) Tax Exempt
Organizations
In 1996 Congress passed legislation which gave the IRS more flexibility
in correcting perceived abuse in the area of excessive compensation for
executives of tax exempt organizations.
This subject generally comes under the heading of "private inurement" for
tax purposes. Under prior law, any amount of an exempt organization's net
income or net assets (including excessive compensation) `inuring' to the
benefit of a nonprofit insider (such as a key executive or board member),
no matter how small the inurement, was grounds for revoking the exempt
status of the organization. Now, rather than taking this drastic measure,
at least with respect to excessive compensation, the IRS can simply
impose fines.
This has potentially both good and bad consequences for exempt
organizations. On the one hand, an organization's exempt status is less
in jeopardy based on a board's judgment as to the proper level of
executive compensation. On the other hand, the IRS will undoubtedly be
policing this area more, leading to increased scrutiny and a
second-guessing of nonprofit boards.
Consider the following quote as reported in THE WALL STREET JOURNAL on
August 7, 1996:
"Previously, the IRS had only a single, and largely impractical tool at
its disposal: revoking the tax-exempt status of the organization. 'We
only had an atomic bomb before,' said Marcus Owens, director of the
agency's Exempt Organization division. 'Now we'll have less severe
weapons.' The new, intermediate sanctions are an attempt to gain, more
oversight of burgeoning nonprofit sector, whose 1.2 million organizations
now constitute 11% of the U.S. economy."
A summary of the new tax on excess benefit transactions (new
Internal Revenue Code
Sec. 4958) is as follows:
A. Excess Benefit Transaction Defined.
1. An excess benefit transaction is any transaction in which an
economic benefit is
provided by an organization directly or indirectly to or for the use of
any disqualified person if the value of the economic benefit provided
exceeds the value of the consideration (including the performance of
services) received for providing such benefit.
2. An excess benefit transaction includes any transaction in which
the amount of any
economic benefit provided to or for the use of a disqualified person is
determined in whole or in part by the organization's revenues and results
in any private inurement.
3. The new rules apply to any 501(c)(3) organization (except a
private foundation) and
any 501(c)(4) organization as of September 14, 1995.
B. Key Definitions.
1. A "disqualified person" is: a) any person who was (within the
last 5 years) in a
position to exercise substantial influence over the affairs of the
organization; b) a member of the family of an individual described in the
preceding clause; and c) a corporation, partnership, trust or estate of
which 35% is owned or controlled by persons described in this paragraph.
2. An "organization manager" is any officer, director, or trustee
of the organization (or
any individual having powers or responsibilities similar to those of
officers, directors, or trustees).
3. "Correction" means undoing the excess benefit to the extent
possible, and taking any
additional measures necessary to place the organization in a financial
position not worse than it would be if the disqualified person were
dealing under the highest fiduciary standards.
C. Amount of Tax.
1. 25% of excess benefit is taxed to the disqualified person
involved. 2. 10% of excess benefit is taxed to any organization
manager who was knowingly
involved.
3. 200% of excess benefit is taxed to the disqualified person
involved if correction is
not made by the end of the taxable year.
. ATTACHMENT 2
Report of Educational Committee
We met on June 22nd with the following aims:
Easy registration
Keep the learning center full
Make it pleasant for the instructors
Move assistants into teaching positions
Recruit teachers
Our progress to date is as follows:
We have 22 classes scheduled during July and August and hope to add
more.
The number of students in the classes is not up to capacity but is
averaging six or eight per
class. This means $300 to $400 per class and is certainly better than
having the classrooms empty and bringing in no revenue.
If you have not noticed, there is now a Class Calendar on the web and
the classes have a
link for description. In addition, there is a registration form. At
this moment registration on-line has been instituted and is being tested.
This can be a big help in getting students. .
New teachers are joining us as well as some who have taught previously.
Jeff Campbell has joined us in our efforts and has a tremendous
background having worked
on the hands-on classes in several capacities previously. Jeff has taken
over the scheduling and we are really moving along.
We hope to increase the student enrollment from our waiting list which
is quite large. It is
also old enough not to be a good gauge as to what we will be able to
register from this list.
We have offered the teachers some perks which will certainly not repay
them for their
efforts, but at least will show them we care. For example internet
accounts as long as they continue teaching; a course book if they are
interested in upgrading themselves to teach another class; and hopefully
some sort of dinner or appreciation event.
Respectfullly submitted
Bob Grefe
. ATTACHMENT 3
Product Distribution Committee Report, July 2000
On June 13, 2000 John Chambers informed the Product Distribution Committee
that he had been informed by Ray Morris that Tim Kraemer had a View Sonic
Monitor for the purpose of a review in HAL-PC Magazine and that View Sonic
had requested that the monitor be returned. The Product Distribution
Committee has determined that View Sonic does still want the monitor
reviewed, the HAL-PC Magazine Publisher does still want to publish the
review of the monitor and that the HAL-PC Magazine Publisher would like
the monitor returned to the HAL-PC Magazine Reviews Editor.
The Product Distribution Committee recommends that the HAL-PC Magazine
Publisher take control of this monitor prior to View Sonic taking any
action against HAL-PC. -- Anne Sipes for The Product Distribution
Committee
. ATTACHMENT 4
From: Mike Mashburn, VP-SIGs
To : Anne Sipes, Recording Secretary
Date: July 20, 2000
Re : VP-SIGs' Report July 2000
I. SIG Changes:
DROP: Delphi SIG
DROP: Networking SIG
ADD: Advanced Accounting,
SIG Founder: Ralph Rieger, [email protected],
Meeting Day: 4th Thu., 7:00p
First Meeting: July 27
ADD: Computer Security
SIG Founder: Jeff Boggan, [email protected]
Meeting Day: 4th Wed, 7:00p
First Meeting: July 26
ADD: Palm
SIG Founder: Matthew Mullenweg, [email protected]
Meeting Day: 2nd Sat, 4:00p
First Meeting: Aug 12
. ATTACHMENT 5
Programs Committee Report July 2000
The Programs Committee of the Houston Area League of PC Users has made a
decision to change the way we manage our presentations at our General
Meetings.
There will no longer be a Presenters fee.
We will ask however that all presentations be interesting and educational.
The Houston Area League of PC Users is a learning Organization.
We have within our organization all levels of expertise. We need to
increase the educational value of our presentations in order to offer
greater value to our membership.
We will encourage, but not require, presenters to purchase advertising in
the HAL-PC Magazine.
We will continue the prize drawing for the membership at the end of the
show. We will encourage, but not require, presenters to donate some items
for the prize drawing at the end of the show.
Discounts offered to the membership are to be posted on the HAL-PC Home
Pages and will be encouraged.
We also intend to significantly reduce the number of General Meetings for
the rest of 2000 and all of 2001.
Respectfully Submitted,
--
Anne Sipes
Programs Committee Chairperson
. ATTACHMENT 6
Internet Report
July 22, 2000
As of July 22, 2000 there are 8283 accounts on the system. 7918
dial-up accounts, 296
mail accounts, 147 aDSL accounts and 29 system accounts. Fifty-Eight of
these accounts are known to be complementary.
The major event this month was the failure of the hard drive that
had been in service for
about three years holding user mail and web files. The mail and web
system was down for about 20 hours for data recovery. All data, with the
exception on one file (a graphic that is part of a non-profit's web site)
was recovered. No mail or other information was lost as a result of this
event.
A new mail server, designed to handle an increased user count and
incorporating features
intended to provide a higher level of reliability has been tested and is
to be brought online in the next month.
Two HALNet representatives attended the TISPA meeting in Dallas this
month where
they met with other ISPs and SW Bell to discuss issues surrounding the
aDSL program. The HALNet representatives covered their own expenses.
Anticipated income from HALNet activities for August is $85,431.00
and projected
expenses for the same period are estimated at $82,410.00. This includes
a capital expenditure of approximately $12,000 for a new terminal server
that will be deferred if the number of dial in ports continues to be
adequate.
Jeff Hupp,
for the HALNet Team.
. ATTACHMENT 7
Member Services Report 7/22/00
On June 17, 2000 a temporary display case was set up at the entrance to
HAL-PC. Software that is currently listed on the web site was displayed.
As of July 22, 2000 Member Services has brought in a total of $615.00.
Once a new logo has been accepted Member Services will look into
purchasing other products such as Shirts, Mugs, etc.
. ATTACHMENT 8
Report and Final Accounting
Synergy/HAL-PC Joint Venture
(Cisco Training Classes)
I am pleased to report that the Cisco Training Classes were a resounding
success.
Not only did the classes bring in revenue, they were also an opportunity
for IT Professionals and representatives from industry to see and learn
about HAL-PC.
Understandably, there were some minor inconveniences, but everybody
pitched in to helped make the classes a success.
A full accounting was previously prepared and presented to the education
committee for review. That was my only hard copy. I have since suffered a
computer crash and have lost the accounting.
In an effort to get this matter in the Board Packet, I am proposing that
we take the revenue generated and split it evenly, without expenses for
either side.
My recollection of the accounting was that between the expenses of Synergy
and those of Hal-PC expenses, this would not be a material change in
outcome.
As reflected in the attached report the Joint Venture generated:
$15,912.50 owed for Week 1
$14,062.50 owed for Week 2
$29,975.00 TOTAL
The total revenue to the Joint Venture was: 29,975.00.
An equal split would mean a check to HAL-PC for $14,987.50.
Unless someone contacts me with a more detailed accounting, I shall have a
check for the $14,987.50 and present it to the Board of Directors upon
approval of this as a final accounting of the Joint Venture.
It has been a pleasure to work with you,
Sincerely,
Gerald Zimmerer
For Synergy
. ATTACHMENT 9
Recording Secretarys' Report July 2000
Article V of the bylaws of the Houston Area League of PC Users state: Each
Director shall submit to the Secretary, in writing, a list of potential
commercial conflicts of interest. Until this list is submitted, the
Director shall not be entitled to vote. This list shall be updated by each
Director throughout the year as changes occur.
No Director shall vote on matters in which he or she either has or has the
appearance of having a commercial conflict of interest.
On Thursday, June 22, 2000, the Recording Secretary, Anne Sipes, met with
previous Recording Secretary, Mel Babb. Anne Sipes requested the Conflict
of Interest Statements collected by Mel Babb. Mel Babb did not deliver
the Conflict of Interest Statements.
The Recording Secretary regretfully reports that there are no Conflict of
Interest Statements on file and that no Director may vote at the July
31,2000 Board of Directors meeting until a Conflict of Interest Statement
has been submitted.
Respectfully Submitted,
--
Anne Sipes
Recording Secretary
. ATTACHMENT 14
VP-Communications Report
Headquarters Communication facilities:
I have been directed by the President to critically examine all of
HAL-PC's telecommunication's facilities and expenses and
recommend/implement cost reductions, wherever possible.
Given the reduced schedule of "off-premise events" anticipated by
Programs, reductions have been made in the number of cellular telephones
paid for by HAL-PC. Other communication's facilities not found to be
instrumental in the ongoing work of HAL-PC have either been disconnected
or had their billing responsibilies reassigned.
One instance of HAL-PC being overcharged for telecommunications service
has been identified and corrected.
An ongoing effort will be made to insure that HAL-PC pays only appropriate
taxes required by law on those telecommuncations services that it
purchases.
The Magazine:
a) is generally recognized as an important "lifeline" /connection valued
by a large
percentage of our members
b) is a regularly-delivered benefit of membership without which we could
easily begin to
lose renewals
c) has far greater impact than a simple "brochure" when promoting HAL-PC
to other
individuals or groups
d) is not inexpensive to produce
Consequently, a renewed focus on revenue & collections is being made.
Revenue predictions for FY2001 were based strictly on verified actual
collected ad revenue from the previous year. The goal, of course, is to
exceed this revenue projection and further reduce the net cost of the
magazine to the membership. Moving to a "pay before print" policy is being
strongly considered in order to prevent advertiser collections problems,
in the future.
. ATTACHMENT 15
Treasurers' Report -July 2000
Following the election, there were some difficulties that caused several
checks issued by HAL-PC to be returned. I will allow the president to
elaborate if he should choose to to so. He has first hand knowledge of
these events that I lack. I believe these items have been subsequently
re-issued and have probably cleared by now. Several of these were debts
resulting from past general meetings and were months overdue.
As a consequence of paying down this debt and the issuance of checks by
the outgoing administration for items that could have been deferred,
HAL-PC presently has cash flow problems. As you know the bulk of HAL-PC's
liquid assets are held by the Greater Houston Community Foundation and can
be accessed only by board resolution. You will find a motion to do so in
the current agenda. HAL-PC receives and spends about 150,000 dollars per
month. We are asking for about half of that, seventy five thousand
dollars, as operating capital.
In preparation of the proposed budget, we sought expense and revenue
numbers from the various department heads. Through a process of
negotiation, a consensus was reached that resulted in a balanced budget. I
intend to review the actual expenditures and revenues for significant
deviation from this budget on a monthly basis.
In preparation of this budget, significant effort was made to insure the
supplied revenue numbers represented actual collected revenue. HAL-PC
presently does have a substantial amount of money owed us. For the most
part, due to either advertisements placed in the Magazine or fees charged
to general meeting presenters. Efforts are currently underway to collect
these overdue accounts.
We are also seeking permission to change the bank we deal with to Citizens
National Bank of Texas, a local institution. My personal experience with
this institution has led me to believe they are a far better choice than
any of the national banks with which I have dealt.
Wes Leggett
. MOTION 000707, AGENDA ATTACHMENT 13
Motion to cancel August BoD meeting
Whereas Article IV, G. states Board meetings shall be held monthly or as
directed by the Board.
Whereas the HAL-PC Board of Directors has another scheduled Board Meeting
on August 3rd, 2000.
Be it hereby resolved that the August 3rd, 2000 Board of Directors meeting
is hereby canceled.
Be it further resolved the the next Board of Directors meeting shall occur
on September 7th at 7pm.
. MOTION 000710, AGENDA ATTACHMENT 11
Motion to form a Donations Committee:
Whereas HAL-PC has been very successful with Community Outreach Programs.
Whereas it would be in the best interest of HAL-PC and our members to
support these Community Outreach Programs.
Whereas individuals and companies donate computer hardware and software to
HAL-PC for the benefit of the community.
Whereas J Kolenovsky, Gus Hrncir, Nancy Ward, John Fermier, Joy Demark and
Marvin Kaiser are actively involved in working on and donating hardware
or software to schools, non-profits and individuals.
Be it hereby resolved that HAL-PC shall have a Donations Committee for the
purpose of managing donated computer hardware and software.
Be it further resolved that J Kolenovsky, Gus Hrncir, Nancy Ward, John
Fermier, Joy Demark and Marvin Kaiser be and are hereby appointed to the
Donations Committee.
Be it further resolved that J Kolenovsky be and is hereby appointed
Chairperson of the Donations Committee.
. MOTION 000711, AGENDA ATTACHMENT 12
Motion to assign authority to VP-Programs
Whereas Article III, 3. of the HAL-PC bylaws state The Vice
President-Programs shall be responsible for arranging for the programs for
general meetings and special events.
Whereas Article VI, A. of the HAL-PC bylaws state General meetings shall
be held monthly or as directed by the Board.
Be it hereby resolved that the Vice President-Programs being responsible
to the membership for the quality of the programs provided at the General
Meeting and being limited by budgetary restraints shall determine the
number of General meetings and shall do so with the full support of the
Board of Directors of HAL-PC.
. MOTION 000713
Whereas HAL-PC requires the services of a reliable and responsive banking
institution
Whereas HAL-PC recognizes benefits in doing business with firms based
within the community which it serves
Be it hereby resolved that the Board of Directors empower the Treasurer to
use the services of Citizens National Bank of Texas for HAL-PC's banking
needs. Be it further resolved that signature authority shall be initially
assigned to Robert E. Gunn, President, Wesley L. Leggett, Treasurer, Mike
Mashburn, 1st Vice-President of SIGs, Stephen P. Cravey, Vice-President of
Programs and Jay K. Thomas, Vice-President, Communications.
. MOTION 000715, AGENDA ATTACHMENT 10
Motion to approve the FY 2000-2001 Budget for HAL-PC
WHEREAS: The authority of the organization to make disbursements relies
on a budget being in place, and
WHEREAS: Article XI. paragraph B. of the By-laws specifies that
"non-budgeted and non-appropriated expenditures of up to $2,000 per month
may be approved by the Executive Committee. All other expenditures must
be authorized by the Board expressly or be within a budget approved by the
Board," and
WHEREAS: We have sought the input of the Department Heads and have
reached a consensus regarding the budget
NOW THEREFORE BE IT RESOLVED:
by the Board of Directors of HAL-PC at its meeting on July 31, 2000, that
the FY 2000-2001 budget be approved.
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