2008 March 18 SEDS-USA Exec Transcript

From SEDSWiki

SEDS-USA Executive Board Meeting, March 18, 2008
Time: 9:00pm EST
Location: AOL Instant Messenger
Attendance: Joshua Nelson, Ryan Goodnight, Darrell Cain, Ryan McLinko, Kelly Mann, Brian Young
Jedi8798 (06:07:15 pm): Ok
Jedi8798 (06:07:20 pm): Time to get started
Jedi8798 (06:07:56 pm): First I'd like to have a
moment of silence in memory of Arthur C. Clarke, who
passed away today. He was a friend of SEDS, and has
inspired many of us to pursue space exploration.
Jedi8798 (06:09:03 pm): Thank you
Jedi8798 (06:09:35 pm): Ok, first order of business
tonight... I'm sorry I havent been responding to
emails this weekend, my computer died on me. So if
you've sent me something and I havent responded to it
yet, I'll be getting to it tonight.
Jedi8798 (06:09:50 pm): Ryan Goodnight, do you have an
update for us on finance?
AeroAggie84 (06:09:58 pm): yes i do
Jedi8798 (06:10:11 pm): Go ahead
AeroAggie84 (06:10:31 pm): ok so i met with Mr. Cain
last week
AeroAggie84 (06:11:04 pm): and it went really well...i
took all of the previous finance stuff up there with
me and we made several decisions on how to approach
the 501c3 status and the eventual trust
AeroAggie84 (06:11:28 pm): I am going to run through
the minutes of my meeting real quick
AeroAggie84 (06:12:09 pm): What they plan to do: 1)
Establish a place of business where we can have our
checks sent to.
AeroAggie84 (06:12:31 pm): 2) Monitor our transactions
to help us keep status up each year
AeroAggie84 (06:12:51 pm): (which will be a big help
since this is why we have lost the status in the past)
AeroAggie84 (06:13:38 pm): What we need to do: 1)
Create a plan to create compliance for each new
executive board
AeroAggie84 (06:14:00 pm): (This needs to be in the
form of written procedures)
AeroAggie84 (06:14:44 pm): 2) Make several decisions
regarding the re-establishment of SEDS in Texas and
not Mass
AeroAggie84 (06:15:04 pm): 2) Need to designate a
registered agent for the organization
AeroAggie84 (06:15:23 pm): (Mr. Cain has nominated his
son...sorry Darrell)
AeroAggie84 (06:15:33 pm): make that last 2 a 3
DarrellDCain (06:15:44 pm): lol
Jedi8798 (06:17:03 pm): (anything further? or can we
ask questions?)
AeroAggie84 (06:17:27 pm): 4) Vote to switch our bank
over to T-bank which is located in Dallas so that we
can have our trust agency located in the same city as
the bank
AeroAggie84 (06:17:42 pm): now is a good time to start
asking q's....then i have a few more things
rmmlg08 is online.
rmmlg08 (06:17:55 pm): so what does this registered
agent do
Jedi8798 (06:18:37 pm): ex: responsibilities, powers,
etc...?
AeroAggie84 (06:18:40 pm): its actually is a position
with no active responsibilities...the purpose is to
have someone who can recieve mailings in the event
that some legal matters need to be taken up with SEDS
AeroAggie84 (06:18:57 pm): i.e. a lawsuit or something
of the sort
Jedi8798 (06:19:04 pm): in which case that should
probably be the chair
AeroAggie84 (06:19:27 pm): however...
rmmlg08 (06:19:41 pm): is it difficult to change each
year
AeroAggie84 (06:19:46 pm): Mr. Cain said that it
should be someone who will be with the organization
for many years to come
AeroAggie84 (06:20:25 pm): and since Mr. Cain will be
monitoring the trust, having the letters sent to
Darrell with provide several years of monitoring
rmmlg08 (06:20:51 pm): seems logical
AeroAggie84 (06:21:07 pm): yeah
Jedi8798 (06:21:18 pm): perhaps, though I dont like
writing the chair out of the legal matters
AeroAggie84 (06:21:19 pm): which brings up another
point
nyeerrmm is away.
Jedi8798 (06:21:40 pm): Darrell could perhaps serve as
a secondary contact? in case the chair (whomever that
be) does not respond?
AeroAggie84 (06:22:28 pm): it would just be easier to
have them sent to Dallas is what we were thinking
Jedi8798 (06:23:02 pm): Yet Darrell wouldnt be in
Dallas
nyeerrmm (06:23:06 pm): has left the room.
Jedi8798 (06:23:11 pm): he'll be wherever he goes to
school
Jedi8798 (06:23:22 pm): so we're adding extra levels
of complexity to it
Jedi8798 (06:23:36 pm): assuming that his parents will
be around to forward the mail in a timely fashion,
etc..
Jedi8798 (06:24:31 pm): Opinions?
AeroAggie84 (06:24:48 pm): it realy doesnt matter i
guess...was just a suggestion
DarrellDCain (06:25:00 pm): I assume that the initial
reason it was suggested
rmmlg08 (06:25:05 pm): so it seems to me that a
consistant person as a contact would be nice
rmmlg08 (06:25:14 pm): although not necessary
DarrellDCain (06:25:16 pm): is so that the legal
documents would end up in the hands of the company
that runs the trust
DarrellDCain (06:25:25 pm): so that if some type of
action was brought against SEDS
DarrellDCain (06:25:30 pm): they would be immediately
aware of it
AeroAggie84 (06:25:35 pm): yes...thats the whole point
Darrell...well said
KellyMann10 is online.
Jedi8798 (06:26:06 pm): The organization itself should
be in the loop here somewhere as well
DarrellDCain (06:26:31 pm): the company would then
notify the organization
Jedi8798 (06:26:44 pm): through the agent?
DarrellDCain (06:26:51 pm): probably
DarrellDCain (06:26:53 pm): the agent though
Jedi8798 (06:26:56 pm): which is my concern
DarrellDCain (06:27:07 pm): is actually a legal entity
that has to be registered with the state
DarrellDCain (06:27:22 pm): you can not run a
non-profit without an agent in the state
rmmlg08 (06:27:22 pm): hmm, in that case...
Jedi8798 (06:27:27 pm): we've frankly got no insurance
that Darrell will be majorly involved in SEDS in 5-10
years from now, etc..
DarrellDCain (06:27:32 pm): we went through that last
time
AeroAggie84 (06:27:41 pm): the main thing is that we
dont want some notice to be lost in a college students
mail and never addressed...which could lead to far
worse consequences
Jedi8798 (06:27:42 pm): and no insurance that we'll
even have a chapter in Texas
DarrellDCain (06:27:56 pm): but right now the mail
would go directly to the company
DarrellDCain (06:28:03 pm): it would merely be in my
name
Jedi8798 (06:28:08 pm): I agree with the justification
on sending it directly to the company
rmmlg08 (06:28:11 pm): but the company has no address
AeroAggie84 (06:28:11 pm): the position can change at
a later time...it was just suggested this way for a
smooth transition
Jedi8798 (06:28:15 pm): my concern is that they need
to contact the executive board
rmmlg08 (06:28:19 pm): except some student group
Jedi8798 (06:28:19 pm): not some alumni
DarrellDCain (06:28:27 pm): that could probably be
arranged
DarrellDCain (06:28:43 pm): I think
DarrellDCain (06:28:47 pm): ryan would have to clarify
rmmlg08 (06:28:55 pm): where would we even put a
physical address?
DarrellDCain (06:28:58 pm): oh
Jedi8798 (06:29:02 pm): The chapter of the Chair
DarrellDCain (06:29:06 pm): when I say "company" I
don't mean SEDS
DarrellDCain (06:29:18 pm): I mean the Greater Family
Trust Company
DarrellDCain (06:29:23 pm): which runs the trust
rmmlg08 (06:29:23 pm): so, the "permanent" address of
seds changing every year concerns me
DarrellDCain (06:29:29 pm): and provides legal support
to the trust
rmmlg08 (06:29:30 pm): since that tends to make things
get lost
DarrellDCain (06:29:51 pm): by registering the agent
as me and putting the address towards the president of
the Greater Legal Trust
AeroAggie84 (06:29:52 pm): no no no...the permanent
address wouldnt change
AeroAggie84 (06:29:58 pm): not every year at least
Jedi8798 (06:30:04 pm): ok
Jedi8798 (06:30:09 pm): lets clarify this
Jedi8798 (06:30:24 pm): The permanent address would be
Darrell Dad's company
AeroAggie84 (06:30:30 pm): just this once so that the
organization is located in the same place as the trust
company that is managing our money
Jedi8798 (06:31:07 pm): Ryan, so you're suggesting we
reincorperate SEDS at Texas A&M?
Jedi8798 (06:32:16 pm): ?
AeroAggie84 (06:32:19 pm): not necessarily...but that
would be a viable option...i think up in dallas would
be better...ill have to ask about the details
AeroAggie84 (06:32:34 pm): of what can be an address
and what cant
Jedi8798 (06:32:54 pm): Yeah
Jedi8798 (06:33:08 pm): get us clarification on that
AeroAggie84 (06:33:13 pm): but it was suggested that
since all of the filings for 501c3 are going to be
coming from Dallas it would be a heck of a lot easier
to be encorporated in Texas
AeroAggie84 (06:33:35 pm): that way we dont have to
file in two states
Jedi8798 (06:33:58 pm): ok, but check for us on do we
need to have a chapter, and what it will involve
AeroAggie84 (06:34:06 pm): will do...next thing
rmmlg08 is online.
AeroAggie84 (06:34:43 pm): appearantly the way we have
our current structure set up, we dont fit the typical
mold for a non-profit organization
AeroAggie84 (06:35:26 pm): traditionally, you would
have officers...not a board
AeroAggie84 (06:35:46 pm): so instead of a director of
finance, we would have a treasurer
AeroAggie84 (06:35:49 pm): etc.
AeroAggie84 (06:36:03 pm): the reason being
AeroAggie84 (06:36:34 pm): is so that if a decision
needs to be made on the fly...the whole board doesnt
have to re-convene for every decision
AeroAggie84 (06:36:47 pm): adds a little more personal
responsibility to the organization
nyeerrmm (06:37:00 pm): has joined the room.
AeroAggie84 (06:37:20 pm): i dont think its 100%
necessary to do this...but it was suggested
Jedi8798 (06:37:26 pm): Hmmmm
rmmlg08 (06:38:05 pm): well, any change in name we
make wouldn't likely be more than a change in name
anyway
rmmlg08 (06:38:28 pm): given our structure
Jedi8798 (06:38:50 pm): There are small constitutional
changes we could make
AeroAggie84 (06:39:10 pm): right...so i dont even know
if we want to concern ourselves with this...ill ask
more details when I talk to our representative later
this week
Jedi8798 (06:39:19 pm): ex: Chair (or vice chair if
chair is not available) can make a temporary decision
on the fly that must later be justified to Exec Board
rmmlg08 (06:39:55 pm): it seems legitimate to write
some things like that in
Jedi8798 (06:40:11 pm): This would probably be a bylaw
rmmlg08 (06:40:18 pm): but no reason we need to rename
positions or do anything more to accomplish this
Jedi8798 (06:40:21 pm): Yeah
AeroAggie84 (06:40:57 pm): ok next thing
AeroAggie84 (06:41:55 pm): it was constantly stressed
that we need to make sure the organization doesnt die
every few years...to make sure this doesnt happen they
said that we should get a written set of rules
Jedi8798 (06:41:59 pm): How about this bylaw: In the
event that an immediate decision is needed before an
executive board meeting is scheduled, the Chairman has
the power to make decisions on behalf of the board.
Jedi8798 (06:42:00 pm): If the Chairman can not be
reached by reasonable methods, the Vice Chair can make
the decision. This decision must be reported to, and
justified to the Executive Board at the next scheduled
meeting, where it can be overturned if necessary.
AeroAggie84 (06:42:47 pm): that defines how each
position will be passed to the new student...i like it
Jedi8798 (06:43:30 pm): To get the previous item
cleared up
Jedi8798 (06:43:39 pm): does anyone have any input on
that proposed bylaw?
AeroAggie84 (06:43:42 pm): k sorry for moving ahead
rmmlg08 (06:43:46 pm): seems reasonable
Jedi8798 (06:43:49 pm): no prob Ryan G
Jedi8798 (06:44:24 pm): (giving a minute for problems
to be brought up)
AeroAggie84 (06:45:05 pm): i think as at least a temp
solution, its fine
Jedi8798 (06:45:15 pm): K.. All in favor of the
proposed Bylaw: (Aye/Nay/Abstain)
AeroAggie84 (06:45:16 pm): let me talk to our
representative and see what she suggests
AeroAggie84 (06:45:21 pm): aye
KellyMann10 (06:45:25 pm): aye
DarrellDCain (06:45:29 pm): aye
nyeerrmm (06:45:33 pm): aye
rmmlg08 (06:46:04 pm): i
Jedi8798 (06:46:12 pm): aye
Jedi8798 (06:46:16 pm): measure passes
Jedi8798 (06:46:30 pm): Ryan, did they have any
recommendations?
Jedi8798 (06:46:46 pm): The organization dying every
few years has been a problem we're trying to work on
AeroAggie84 (06:46:53 pm): for the written procedures?
AeroAggie84 (06:47:26 pm): no they just said that we
need to come up with something in writting and get it
to them when we get a chance...its going to be part of
the filing
Jedi8798 (06:47:30 pm): Well, more of, is the only
thing they're worried about the passing on of powers
from one board to another?
Jedi8798 (06:47:54 pm): or the long term
sustainability of the organization?
AeroAggie84 (06:48:15 pm): immediately yes...the
reason being is to ensure the long term sustainability
for 501c3 reasons
Jedi8798 (06:49:29 pm): k, we can write something up
easily enough
AeroAggie84 (06:50:10 pm): yeah...two last things
AeroAggie84 (06:50:33 pm): if all goes according to
plan..we shouldhave 501c3 status (again) by
august...so thats good
AeroAggie84 (06:51:05 pm): and if that were the
case...that would be considered fast by IRS standards
Jedi8798 (06:51:45 pm): Anything they need from us for
501? outside of the items you mentioned above?
AeroAggie84 (06:52:09 pm): at the moment no...but ill
let you know as they get back to me
AeroAggie84 (06:52:35 pm): and second...what is our
policy on re-imbursements for personal expenses?
Jedi8798 (06:52:59 pm): Currently, case by case basis
Jedi8798 (06:53:08 pm): but we need to write new
finance rules
AeroAggie84 (06:53:09 pm): that was a point that was
brought up when they were going through our folder
Jedi8798 (06:53:26 pm): case by case basis, approved
by the exec board
rmmlg08 is online.
AeroAggie84 (06:53:37 pm): there were some
re-imbursements all over the place...they suggested
that we write up a form in the future...
rmmlg08 (06:53:46 pm): I've been working on some new
stuff for endowment
Jedi8798 (06:53:53 pm): Reimbursements all over the
place?
rmmlg08 (06:54:05 pm): so I should talk with you
offline so we can have some commonality
AeroAggie84 (06:54:05 pm): from like 20 years
ago...dont worry
Jedi8798 (06:54:11 pm): k
rmmlg08 (06:54:12 pm): then we could present to board
AeroAggie84 (06:54:41 pm): yeah thats fine Ryan M
Jedi8798 (06:54:44 pm): Perhaps we should arrange a
brainstorming session for finance in general
rmmlg08 (06:54:50 pm): also true
Jedi8798 (06:54:51 pm): like we did for the
constitution
nyeerrmm is away.
Jedi8798 (06:55:04 pm): Would tomorrow night, same
time and place, work for everyone?
AeroAggie84 (06:55:08 pm): yeah thats fine
AeroAggie84 (06:55:12 pm): err
AeroAggie84 (06:55:18 pm): not so sure...
rmmlg08 (06:55:22 pm): next week for me=good
AeroAggie84 (06:55:36 pm): yeah next week after
wednesday afternoon is good
rmmlg08 (06:55:54 pm): (we have spring break next
week, so I am much more open)
nyeerrmm (06:55:58 pm): has left the room.
Jedi8798 (06:56:15 pm): Hmmm next Wednesday then?
rmmlg08 (06:56:18 pm): sure
rmmlg08 (06:56:30 pm): darrell, when is next coc
AeroAggie84 (06:56:31 pm): yeah
Jedi8798 (06:56:36 pm): ah, next Wed is CoC
Jedi8798 (06:56:38 pm): hmmm
joc 75 (06:56:40 pm): next Wednesday
Jedi8798 (06:56:41 pm): how about this Friday?
AeroAggie84 (06:57:15 pm): as for the re-imbursement
thing...if nobody minds, i would appreciate it if I
could get re-imbursed for my gas on the way up to
Dallas...does anyone have a problem with that?
Jedi8798 (06:57:21 pm): Or if you guys have an
hour-two... we could just do it tonight?
Jedi8798 (06:57:28 pm): how much did it come to Ryan?
rmmlg08 (06:57:28 pm): tonight=bad
AeroAggie84 (06:57:32 pm): friday is not good for me
unfortunately
Jedi8798 (06:58:03 pm): Hmmm everyone available for
the next exec board meeting next week? can spend the
meeting doing the revisions
AeroAggie84 (06:58:12 pm): $68.10 i think...i have the
receipt
rmmlg08 (06:58:29 pm): that would be fine for me; or
we could do after coc next week if ryan want's to do
wed or later
AeroAggie84 (06:58:52 pm): yeah any day after tuesday
is good for me
KellyMann10 (06:59:13 pm): anyday next week is fine
for me, so long as its after 6
Jedi8798 (06:59:45 pm): Wednesday then after CoC then?
Jedi8798 (06:59:54 pm): or before? which works better
for people?
AeroAggie84 (06:59:58 pm): what time will that be?
joc 75 (07:00:29 pm): Coc is 9 pm EST
Jedi8798 (07:01:01 pm): So can you guys meet at say 8
or so EST?
rmmlg08 (07:01:06 pm): fine here
KellyMann10 (07:01:07 pm): yeah
joc 75 (07:01:11 pm): yep
Jedi8798 (07:01:18 pm): ok, lets do that then
AeroAggie84 (07:01:20 pm): thats fine
Jedi8798 (07:01:22 pm): Any more items Ryan G?
KellyMann10 (07:02:35 pm): no
Jedi8798 (07:03:01 pm): Ok, CoC next week.... Ryan M
is the exec board rep, and I am presenting alternative
launch locations for rocket project
Jedi8798 (07:03:12 pm): Darrell, have any other execs
been requested to be present?
DarrellDCain (07:03:28 pm): nope
Jedi8798 (07:03:58 pm): K.
Jedi8798 (07:04:03 pm): Any more items for tonight?
KellyMann10 (07:04:16 pm): nothing new from me
DarrellDCain (07:04:26 pm): any agenda items to be
added to CoC must be added at this meeting
DarrellDCain (07:04:36 pm): right now I don't have any
DarrellDCain (07:04:43 pm): beyond rocket location
presentation
rmmlg08 (07:04:53 pm): isdc
DarrellDCain (07:05:00 pm): specifically?
Jedi8798 (07:05:01 pm): Space Access
rmmlg08 (07:05:05 pm): (ie permission for me to bug
people/pole people/whatever)
Jedi8798 (07:05:11 pm): hmm
rmmlg08 (07:05:12 pm): since they refuse to respond to
my emails
DarrellDCain (07:05:29 pm): I've been bugging most
chapters individually
Jedi8798 (07:05:30 pm): yeah. maybe a general
conference attendance item?
rmmlg08 (07:05:36 pm): sure
DarrellDCain (07:05:41 pm): alright
DarrellDCain (07:05:46 pm): please be aware of the
following
DarrellDCain (07:05:56 pm): first, Ryan will be
presenting the item
DarrellDCain (07:06:07 pm): second, you can not demand
anything from CoC
rmmlg08 (07:06:13 pm): right
DarrellDCain (07:06:18 pm): you can request that an
item can be discussed
DarrellDCain (07:06:40 pm): honestly I prefer that
route anyways
DarrellDCain (07:06:55 pm): because if other chapters
see that certain chapters are attending ISDC
DarrellDCain (07:07:00 pm): they might be more
motivated to attend
rmmlg08 (07:07:10 pm): indeed
DarrellDCain (07:07:13 pm): oh
DarrellDCain (07:07:21 pm): and the whole "not demand
anything from CoC"
DarrellDCain (07:07:24 pm): means during the meeting
Jedi8798 (07:07:28 pm):
DarrellDCain (07:07:42 pm): we're perfectly within our
rights to request information from the Director of
Chapter Affairs
DarrellDCain (07:08:03 pm): who has the right to bug
chapters to death about items
Jedi8798 (07:08:45 pm): Individual directors can ask
chapters about things concerning their department
Jedi8798 (07:08:52 pm): we dont need to go through
chapter affairs for every contact
Jedi8798 (07:09:01 pm): ex: rocket project stuff
DarrellDCain (07:10:06 pm): yep
DarrellDCain (07:10:10 pm): agreed
Jedi8798 (07:10:25 pm): but yeah anyway
Jedi8798 (07:10:55 pm): Any further items for this
meeting?
Jedi8798 (07:11:22 pm): If not, meeting adjourned.
Transcript saved and action items made.
2007-2008 SEDS-USA Meetings
Exec Board Minutes: