Unapproved minutes of the September 7, 2000 Board of Directors Meeting.
HOUSTON AREA LEAGUE OF PC USERS
MINUTES OF September 7, 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
Treasurer Wes Leggett
Directors:
Michelle S Annis
Mel Babb
Norman Blaylock
Matthew Castillo
James Coon
William A Goetschius
Robert P Grefe
Moe Jones Absent
J Kolenovsky Absent
Tim Kraemer Absent
Donald B McGowan Absent
Ray Morris
Joseph E Morris Jr
Mike Novominsky
David R. Pausky
Brian Sadler
Parliamentarian: Marilyn Gore
Guests:
David Turner
John Cochran
H. Farb
Pat Freeman
John Gilstrap
Jeff Hupp
Nancy Ward
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 August 31st. 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 August 29th. Several Board members stated that their BoD packets
had also been postmarked August 31 st. The Recording Secretary stated that
the BoD packets had in fact been mailed on the 30 th and apologized for having
incorrectly specified the date. She also stated that was still within the
time allowed by the bylaws. The Parliamentarian read the pertinent portion
of the HAL-PC bylaws:
The Recording Secretary shall notify each Director of the time, place and
agenda of Board meetings at least five (5) working days prior to the meeting.
Notice shall be deemed to have been made by delivering the required notice
(a) by regular mail to each Director at his or her last known mailing address
at least one (1) day prior to the day the notice is due, or (b) by electronic
mail, or within a specified message area on HAL-PC's bulletin board, if such
electronic delivery has been authorized in a writing delivered to the
Recording Secretary.
Ray Morris pointed out that Monday, September 4th had been a holiday.
The Recording Secretary had in fact counted Monday, September 4th as a
working day.
There was discussion regarding whether the Board Meeting should be adjourned.
The Parliamentarian read the pertinent portion of the Texas State Non-Profit
Corporation Act.:
Art. 1396-2.19. Place and Notice of Directors' Meetings.
A. Meetings of the board of directors, regular or special, may be held either
within or without this State.
B. Regular meetings of the board of directors may be held with or without
notice as prescribed in the by-laws. Special meetings of the board
of directors shall be held upon such notice as is prescribed in the by-laws.
Attendance of a director at a meeting shall constitute a waiver of notice
of such meeting, except where a director attends a meeting for the express
purpose of objecting to the transaction of any business on the ground that
the meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
board of directors need be specified in the notice or waiver of notice of
such meeting, unless required by the by-laws.
Acts 1959, 56th Leg., p. 286, ch. 162, art. 2.19.
The President asked Ray Morris if his attendance at this BoD meeting was for the
express purpose of objecting to the transaction of any business on the ground
that the meeting was not lawfully called or convened. Ray Morris stated that he
would like to have the Board Meeting.
The Recording Secretary collected conflict of Interest statements from Ray Morris,
Mel Babb and Tiffany Kong.
Ray Morris requested copies of all of the conflict of interest statements.
The President asked if there were any objections to waiving the reading of the
minutes of the July 31 st Board of Directors Meeting.
Ray Morris stated that he had not had adequate time to review the minutes and that
he was therefore objecting to waiving the reading of the Minutes.
David Pausky moved to table the approval of the minutes of the July 31 st, 2000
BoD Meeting.
The President stated that he did not believe that motion was in order.
The Recording Secretary read the entire text of the minutes of the July 31 st, 2000
BoD Meeting:
Wes Leggett moved to waive the reading of any attachments that had been included
with the July 31, 2000 BoD Packet.
Ray Morris and Mel Babb objected.
The President pointed out that Ray Morris had not been present for most of the
July 31, 2000 BoD meeting. He asked how Ray Morris could have an opinion on the
minutes of a meeting he did not attend.
The motion passed by voice vote.
The Recording Secretary read the Presidents Report and attachments from the
July 31, 2000 BoD meeting because that report had not been included with the BoD
packet.
The President asked if there were any corrections to the minutes of the
July 31st, 2000 BoD meeting.
Mike Mashburn stated that he had not confirmed the amount owed on the Synergy/HAL-PC
Joint Venture. He had in fact confirmed that there were no out of pocket expenditures.
Ray Morris complained that the minutes were not showing the seconds to the motions.
The President stated that the fact that the motion passed implied a second.
Ray Morris stated that the seconds should be in the minutes.
The parliamentarian read the pertinent part of Robert=s Rules of Order.
It was agreed that it is not necessary to include the seconds in the minutes.
Mel Babb complained that there were no line numbers on the copy of the minutes that
she had received. She also stated that she would like to receive the minutes via
U.S. Mail as well as e-mail. David Pausky stated that he would like his copy of
the minutes mailed to him as well.
Brian Sadler moved that the minutes be approved as corrected.
Ray Morris abstained on the basis of his absence at the July 31, 2000 BoD meeting.
The motion passed by voice vote.
II. REPORTS
TREASURER'S REPORT (Attachment 2)
The President asked for questions regarding the Treasurer's Report.
Ray Morris asked if it was true that the $75,000 withdrawal from the Greater Houston
Community Foundation had not been made. The Treasurer stated that it had not been
necessary to withdraw those funds yet.
Ray Morris said he would like to see more detail in the Treasurers Report. He was
interested in seeing the cash balance and the money that had been spent. The
Treasurer stated that he was working on it. He said that there are some changes
that are being made in the office that should make that kind of detail available
in the future.
Mel Babb asked if we were up to date on paying our bills. She said that she had
not received her reimbursement check yet. The Treasurer stated that to the best
of his knowledge we were current on paying our bills. Michelle Annis asked if Mel
Babb had turned her expenses in to LouAnn Coy. Mel Babb stated that she had turned
her expenses in to LouAnn Coy. David Pausky suggested that she resubmit her expenses.
He stated that he waited for a month and half and had to resubmit his expenses in
order to get reimbursed for out of pocket expenses this time.
Ray Morris asked if the next Treasurers Report would show how close we are getting
to staying within the budget.
The Treasurer stated that was the goal.
There were no further questions about the Treasurers Report.
VICE PRESIDENT-SIGS (Attachment 3)
Education Committee (Day, Evening, Clear Lake)
Product Distribution Committee
SIG Committee
The President asked for questions regarding the VP-SIG's reports.
There were no questions offered.
VICE PRESIDENT-COMMUNICATIONS (Attachment 4)
Headquarters Communication facilities and the Magazine
Internet
The President asked for questions regarding the VP-Communications' Reports.
Ray Morris asked how we stood on Internet accounts. Robert Gunn stated that we were
right at 8100. The VP-Communications stated that we were staying pretty flat.
Ray Morris asked if we were seeing an increase in DSL accounts. The VP-Communications
stated that we were in fact seeing an increase. We have been having some problems with
Southwestern Bell and we are working with them on that. He said that we are seeing
users of alternative os= like Linux and Mac OS choosing HALNet because we do not
force them use pppoe. He also stated that we are getting some users back from other
ISP's because they have had time to become disenchanted with the service they received
through those other ISP's. Mike Novominsky stated that SWB was going to charge him
an extra $100 to use HALNet as his DSL ISP. The VP-Communications stated that was
one of the problems. He also said another problem was SWB switching HALNet customers
to SWB Internet service without their knowledge. He said that often the user doesn't
know that their ISP has been changed until they are no longer able to send their e-mail.
He said that this week one customer who had HALNet DSL for a while had only requested
the service be transferred to a different address and SWB had somehow managed to switch
the ISP to SWB internet service. He said another problem is that SWB seems to be taking
much longer to install DSL service to customers who choose an alternative ISP. He said
that sometimes customers who ask that their ISP be changed will be without service
for a month or even a month and a half. He said this is because SWB processes this type
of change as a disconnect and then re-install as new. David Pausky asked if we have
published information to help our subscribers know how to deal with this. Robert Gunn
stated that we do have a Web Page. Jeff Hupp stated that right now SWB is a moving
target. The VP-Programs said that SWB keeps changing things which makes it very
difficult to publish a procedure for getting HALNet DSL and keep it to date. Michelle
Annis stated that the front desk volunteers are being kept informed of the procedures
as they are developed.
There were no other questions offered.
RECORDING SECRETARY'S REPORT (Attachment 5)
The President asked for questions regarding the Recording Secretary's Report.
There were no questions offered.
III. UNFINISHED BUSINESS
IV. NEW BUSINESS
Ray Morris said that he would like to hear from the Membership Secretary. The Membership
Secretary, Tiffany Kong stated that she was resigning her position as Membership Secretary
effective at this BoD Meeting. She stated that other responsibilities had interfered
with her ability to give the job the time that it required.
Michelle Annis offered that Membership was at 12,400 to 12,500. She stated that we are
steadily signing new members but we are loosing members as well.
Mike Novominsky stated that he would like to hear from the VP Programs. He stated that
the Programs Committee should present some kind of a plan for the General Meeting.
The VP Programs stated that other obligations had kept him from being able to give
Programs much attention. He stated that he would have a plan to present to the Board
at the next Board of Directors Meeting. Mike Novominsky stated that by waiting until
next month the Programs Committee had effectively decided not to have an October,
November or December General Meeting. He stated that It takes two months to get
anything in the magazine. Ray Morris said that there had been several moves to kill
the General Meeting and asked if this was another one of those. Robert Gunn stated
that we are required by the bylaws to have at least two General Meeting a year. The
VP Programs asked the Programs Committee chair to verbally present the plan to the
BoD. The Programs Committee chair stated that the plan that would be presented to
the BoD was to go to a quarterly General Meeting with the next planned General Meeting
being the January Business Meeting which would be held on January 20th at Headquarters.
Wes Leggett moved to adjourn
The September 7, 2000 Board of Directors Meeting adjourned at 8:47pm.
Respectfully Submitted,
--
Anne Sipes
Recording Secretary
ATTACHMENT 1
HAL-PC Treasurer's Report September 2000
This past month, much of the effort has been devoted to becoming familiar
with HAL's existing accounting system and practices. The annual audit is
underway and we have been working to find answers the auditor's questions.
The main item remaining to be resolved is the reconciliation of the Bank of
America cash account. There are apparently numerous errors and we are
unsure about how far back we will need to go to resolve the situation.
Going forward, we have been reviewing expenditures and eliminating those
that can't be justified as either being a good value to the organization or
benefit to the membership. Efforts are being made in the HAL-PC business
office to establish a standard work flow to facilitate effective use of our
volunteer help and make cross training possible. The appropriate departments
are being added to the accounting system facilitate tracking of spending to
insure compliance with the budget.
At the last board meeting, permission to request a grant of $75,000 from the
Greater Houston Community Foundation was granted. This was to provide operating
capital. Through a combination of the above cost cutting measures and aging
our payables we have maintained and slowly improved our cash position and, so
far, it has not been necessary to disturb these funds.
The above progress would have been impossible without the efforts of all the
HAL-PC staff. In particular, I would like to mention Michelle Annis's untiring
efforts as the central person carrying out or supervising most of the daily
tasks necessary for HAL's office operation. I would also like to thank Mike
Novominsky for his invaluable assistance not only in helping us learn how to
make effective use of Business Works, the accounting package HAL-PC uses
for its business accounting, but also bringing sorely needed continuity and
background knowledge of HAL-PC's affairs.
Wesley L. Leggett
ATTACHMENT 2
From: Mike Mashburn, VP-SIGs
To : Anne Sipes, Recording Secretary
Date: August 25, 2000
Re : VP-SIGs' Report September 2000
I. SIG Changes:
ADD: Currency Trading,
SIG Founder: Leon Luxemburg, lluxemburg@yahoo.com ,
Meeting Day: 3rd Thu., 4:00p
First Meeting: Sept 21, 2000
ATTACHMENT 3
Report of the Vice-President/Communications to the Board of Directors
As recommended by the previous Vice-President/Communications, HAL-PC's
contract with Ward Creative, a media and public relations firm, has
been terminated. After meeting with three representatives of that firm
in June, it was determined that while their efforts on our behalf had,
indeed, created an increased level of exposure for HAL-PC in the local
media, the desired result of increasing membership was not occurring as
a result of those efforts and the ongoing expensive was not justified.
Efforts continue, in cooperation with the Treasurer and HAL-PC
office staff, to improve on billings and collections for advertising
fees in the HAL-PC Magazine. Unfortunately, some local firms who have
advertised in The Magazine, in the past, simply cannot afford to, any
longer. This is largely a result of shrinking profit margins in the
personal computer business in the face of competition from well-known
national direct-sales firms who find our circulation too small to be
of interest. The search continues for advertisers who feel their
product or service would be of interest to HAL-PC's membership. The
National Ad Campaign by which HAL-PC contracts with an advertiser for
an advertisement to appear in many different User Group publications
around the country, addresses that objection by advertisers and is
doing well.
Internet user levels have remained relatively flat throughout the
previous month and no significant new equipment expenditures have
been required. Transition to the new E-mail system has been delayed as
the necessary administrative procedures are still being developed.
ADSL user installations continue to be hampered by problems in the area
of order processing by Southwestern Bell / Advanced Solutions, Inc. as
well as an overloaded installation force.
Respectfully submitted,
Jay Thomas
VP-Communications
ATTACHMENT 4
Recording Secretarys' Report September 7, 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.
The following Directors have not filed Conflict of Interest Statements
with the Recording Secretary and will not be able to vote at the
September 7, 2000 Board Of Directors meeting until a Conflict of Interest
Statement has been submitted.
Mel Babb
Tiffany Kong
Tim Kraemer
Ray Morris
Respectfully Submitted,
--
Anne Sipes
Recording Secretary
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