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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.