Minutes of the EFF-Austin Board of Directors Meeting August 11, 1992 Meeting convened at 7:55 at Martin Brothers Cafe, 2815 Guadalupe. DIRECTORS PRESENT: John Quarterman, Ed Cavazos, Smoot Carl-Mitchell, Matt Lawrence OTHERS PRESENT: Donna McLaughlin, David Smith, Susan Cisco The minutes of the July meeting were unanimously approved. CHANGES TO THE AUGUST AGENDA: Ed Cavazos' addendum regarding the volunteer coordinator and the EFF-Newsletter is to be discussed after the Charter, Bylaws and Incorporation. Committee reports are to be given after program planning discussion. ROLL CALL Steve Jackson, having missed two consecutive meetings, needs to be reappointed to the board b/c of absences. Steve was at DoverCon last month, and is in Japan this month. It was unanimously approved that he be reinstated as a Board member and Secretary. OFFICERS REPORT: Pres: Nothing to report VP: Discussion of Incorporation (see below) Secretary: Absent Treasurer: Nothing to report ARTICLES, BYLAWS, INCORPORATION The Articles of Incorporation were filed with the Secretary of State on the week of August 3rd. The $25 filing fee was paid by Ed Cavazos, since the creation of the bank account is pending until official incorporation. The Secretary of State's office returned them with a request for correction. The problem stemmed from the discrepancy between the number of board position listed (9) and the number of current directors (5). After discussion, it was agreed that Ed Cavazos would work with the Sec of State 's office to resolve the confusion on this. If needed, the problem Article (art. 6) could be modified to read: "initial number of directors constituting the board is 5" and in the bylaws, it can be indicated that the board can be expanded to 9 (section 2). Version 2.0 of the bylaws were presented. All changes from the previous version were unanimously adopted. Matt Lawrence proposed a change to Bylaw II (A) section 11 ("Presumption of Assent") to clarify some confusing language. It was unanimously agreed that the last sentence of the section (beginning with "Such a right..") be removed, and the remaining language be modified to read as follows: "A director of the Corporation who is present at a meeting of the Board at which action on any matter is taken, shall be presumed to have assented to the action unless his dissent is entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the approval of the minutes thereof." Also, the language of Bylaw I ("Introduction") was revised so that the second paragraph reads: "EFF-Austin shall from time to time informally conduct activities and correspond with others under the name "Electronic Frontier Foundation -- Austin Chapter" to signify its relationship with its parent national organization: The Electronic Frontier Foundation." The Board unanimously agreed to adopt these changes pursuant to Bylaw VII and to incorporate them into version 2.1 of the Bylaws. Matt Lawrence also expressed his approval of Bylaw II (B) ("Officers") and reemphasized the Board's original decision regarding the underlying policy of this bylaw. Due to the pending official word from the Secretary of State, the issuance of a press release announcing the formal incorporation of EFF-Austin as a non-profit Texas corporation was postponed until next month by unanimous agreement. ACCURACY IN THE MINUTES Matt Lawrence raised the issue of the accuracy of the minutes. It was officially and unanimously resolved that everyone involved should have an increased sensitivity to insuring that the minute's reflect all significant occurrences of the Board meeting. It was agreed that, in light of EFF-Austin's pending official corporate status, this is an important goal. The procedure for insuring this increased accuracy was re- emphasized: The minutes are to be taken by the Secretary, posted for review on the EFF-Austin-Directors mailing list, and then approved at the next meeting. Extra care should be taken to review the minutes in the mailing list stage. LEGAL ISSUES RELATING TO TEXAS NON-PROFIT CORPORATE STATUS Ed Cavazos outlined and explained some legal duties which are imposed on Texas Non-Profit Corporations by the Texas law. These specifically relate to the keeping of accurate records and books, and are embodied in the guideline set out in Bylaw V. It was also noted that EFF-Austin cannot legally loan money to directors or officers. The issue of acquiring a State Sales Tax permit was raised. The board discussed applying for a sales tax exemption as well. Matt Lawrence moved for EFF-Austin to acquire a sales tax license from the State Comptroller and to not address the issue of sales tax exemption at this time. The motion was approved unanimously. Ed Cavazos will work on getting the permit. Ed Cavazos raised the issue of making sure the format of the minutes was legally sufficient (signatures, etc.) It was agreed that this should be researched and Ed should report back to the board with suggestions/forms. DISCUSSION OF THE AGENDA ADDENDA POSTED BY ED CAVAZOS David Smith explained his conception of the position of "volunteer coordinator." The volunteer coordinator is the official individual figure to whom EFF members who wish to help the organization with volunteer work can offer their services. Likewise, directors, committees or other project managers can turn to the volunteer coordinator for help in procuring volunteers for their projects. It was with this role in mind that David invited Donna McLaughlin to the Board meeting. Smoot Carl-Mitchell moved that Donna be named Volunteer Coordinator, Matt Lawrence seconded the motion, and the Board unanimously approved. Donna's email address is donna@well.sf.ca.us. One of her first projects will be to centralize EFF-Austin promotional materials and facilitate their distribution to Board members or others who may wish to make them available at conferences, speaking engagements, etc. Donna will report to the Board on the progress of her various activities, and will communicate to the membership via the eff-austin@tic.com mailing list. In a related discussion, Matt Lawrence reported on his progress in programming an EFF-Austin membership database. Matt will work with Donna on this in the future. The mailing list will be stored in a central location, so that it is available to Matt, Donna and others who may need to contact members. David Smith presented his proposal for the EFF-Austin Newsletter. He reported that there has been significant interest in the project, and several individuals have come forward as volunteers to help put the newsletter together. The Board unanimously agreed that (1) work should begin immediately on an electronic version of the newsletter, with David as editor; and (2) that the option to allow the newsletter to evolve into a printed version should remain open. The printed version was discussed as possibly being distributed less frequently, and containing highlights of the on-line version. The Board further unanimously agreed that (1) the newsletter should be distributed monthly on the first Monday after the Board meeting; and (2) it should be mailed to the EFF-Austin-Directors mailing list 3 days before distribution for comments, corrections and review by the Board. CYBERTEX Ed Cavazos reported that there have been no submissions regarding the request for proposals which was made public last month. The Cybertex project, while not dead, is at this time "dormant." PROGRAM PLANNING The Board unanimously approved a general program planning policy which encourages the date and location of an event to be announced at the Board meeting of the month before the month in which the program is scheduled, or at the absolute latest, the Board meeting prior to the event itself. July: The previously scheduled meeting on Sysop Issues has been rescheduled for January of 1993. Ed Cavazos will remain in charge of the planning and organization of this meeting. August: David Smith has announced a date and location for the August Cyberdawg. It will be from 6:00-9:00 p.m. at Europa Books (2300 block of Guadalupe - next to Tower Records) on August 22nd. Formal announcement to the EFF-Austin mailing list, the media and local BBS's is in progress. Promotional cards similar to those prepared for the June Cyberdawg will be looked into. September: John Quarterman and Smoot Carl-Mitchell report that the program for his presentation on the Net is prepared, but a location is still being sought. Anna Couey from San Francisco will be on hand to talk about the use of the nets bby artists. John and Smoot will report to the Board on developments. October: Donna McLaughlin will begin looking for a volunteer to organize the October Cyberdawg. November: Susan Cisco reports that the "Hacker Crackdown" meeting (which coincides with the release of Bruce Sterling's book of the same name) will be scheduled for a date between November 3 and November 26th. After some discussion of whether the meeting should occur on a week night, or during the weekend, the Board agreed that Susan shall make the final decision. She will report to the Board on developments. Matt Lawrence will work with Susan on preparing a mail-out promotion for the meeting. December: Donna will look for an organizer for the December Cyberdawg. January: As noted above, Ed Cavazos will organize the meeting on Sysop Legal Issues. He will report to the Board on developments. "AGIT-PROP" DISK PROJECT Ed Cavazos and David Smith are working on a project which will be an as yet unnamed compilation of EFF and EFF-A related text files to be sold at a small cost during EFF-Austin events. A list of the text files to appear will be posted to the EFF-Austin- directors mailing list for discussion and Board review. Also, the possibility of allowing the disk to be sold retail by consignment was left open. Ed and David will prepare a simple project financial summary for the Treasurer and Board review, as well. COMMITTEE REPORTS A new committee, the "BBS Activity Committee" consisting of David Smith and Donna McLaughlin was created by the Board. This committee shall explore ways of getting the private BBS part of the Austin electronic community involved in EFF-Austin. The Network Committee: John Quarterman proposed that the address "EFF-ABOD@tic.com" be done away with to avoid confusion, and that "EFF-Austin-Directors@tic.com" be the sole name of the official Board mailing list. This was unanimously approved by the Board. Also, it was unanimously approved that the EFF-Austin newsgroup shall be created, to be moderated by Prentiss Riddle. The name of the newsgroup is eff.austin. The newsgroup will be gatewayed bidirectionally with the existing eff-austin@tic.com mailing list. John will post a note on the relevant mailing lists and USENET newsgroups announcing eff.austin. There were no other committee reports. AGENDA ITEMS NOT DISCUSSED Several items in the agenda's "New Business" section were not discussed due to (1) the absence of the individuals involved in the particular business, (2) timeliness, or other reasons. All relevant items should be transferred to the agenda for the September meeting. NEXT MEETING John Quarterman made a motion that in the future, the Board should be required to set the meeting place for the next board meeting. This was unanimously passed. Pursuant to this vote, the Secretary shall confirm that the Board meeting scheduled for September 8, 1992 can be held at Martin Brother's restaurant again next month. ADJOURNMENT The Meeting was adjourned at 9:46. These minutes prepared by Ed Cavazos.