Hunter Library Jun 18, 10:00am
10:20-10:23 Brad Draws!!!
10:25 - Brad asks for those knowledgeable about corporate structure, since the SFCOn needs to issue new articles of incorporation. SFCon is currently a non-profit corporation. I am breaking down the comparisons by posting a link: http://www.themoneyalert.com/Corp-Entity-Table.html SFCon will look into the 501c3 filing and re-issuing their articles of incorporation. The specific details will be moved into a smaller meeting with the Trustees and a small group. Eddy Roberts has volunteered to research the requirements for a C Corp and 501c3 in detail. 501c3: IRS application to file (5 years of financials down to every penny, fee based on gross revenue), file yearly tax report (990 form), list with state consumer protection agency any charitable donations (including pass through). Our current charity pass through is the Christa McAuliffe Foundation. Typical convention cash flow problem: 1/4 of income before the con. 3/4 of income during con. 1/2 of bills need to be paid before the con. SFCon is more likely to qualify as 501c7 than a 501c3, due to the nature of what we are. Being a 501c? will allow for tax write-off donations, but marketing departments have more money than donations departments. The only advantage is getting grants, but who would give us a grant? It would eliminate our tax burden. (spending $850 to save $200-300 in taxes) What scrutiny are we under now? (Report income and pay taxes.) Debbie says that we should wait on filing for 501c? until we are Tom's monster, since when do file it becomes written in stone.
11:58 - Martin motions for a vote to table the concern.
11:59 - Brad and Mike O. debate the specific wording of non-profit vs not-for-profit. Boils down to non-profit at the state level and not-for-profit at the federal level. Joe interjected that they state and fed changed the labels and made them interchangeable. Mail services do exist to reduce mailing cost. Do not need to be a 501c? to qualify for postal non-profit. SFCon most qualifies as an education.
11:04 - Ruth seconds Martin's proposal to table.
11:05 - Need improved web presence. Embedding changeable (blogs, calendars, etc.) content improves search engine results.
11:08 - Unanimous Trustee vote to table the filing of a 501c?. SFCon will remain a C Corp non-profit.
11:09 - Articles of incorporation are messy. Determined that was really the bylaws. Need to review the bylaws completely. Need to come up with a design and change the bylaws to match the design.
11:11 - Ruth proposes that a sub-committee be formed to develop the new bylaws, rather than in an open meeting.
11:12 - Articles of incorporation are simple. Cheryl proposes a standing governance committee, separate from the Trustees and ConCom. They would be the ones who would handle organizational procedures, policies, reviewing, etc. on an organic basis at the direction of the Trustees. Set up a committee of 3-5 members to review bylaws and chuck the old ones to build new ones. If we want to see change in CONduit, we need new bylaws. Debate over reviewing current vs just chucking them and starting over.
11:22 - What is the vision of CONduit? Brad (CONduit is suffering from the tyranny of the mob, since we operate on a random voting procedure that can be attended by anyone. Voting on issues is sometimes voted on by different people than those who participated in the original discussion. Schizophrenic to self-destructive. Extremely dangerous to the corporation due to the fact that the corporation is legally responsible for the decisions of the mob.) Eddy (CONduit is the textbook case of corporate negligence.) Brad (Create a hierarchical system of Trustees -> Department Heads -> Everyone else. The only ones with votes would be the Trustees and Department Heads. This would eliminate the the chaos. CEO-COO-CFO on the Executive Committee (Trustees). Administrative Committee would be the Chair and the Department Heads (Business, Scheduling, Gaming, Hospitality, Marketing, Operations, Computer Services, Events/Competitions). Membership in the 11 man committee would be decided on by the committee. Due to these positions not existing right now, the first year will involve a lot of appointment by the Trustees. Allow for applications as well as nominees.) Tom (Proposes that the first year be completely handled by the Trustees, bypassing applications and appointments.) Joe (Articles of incorporation and bylaws are now linked on the CONduit website.) Ruth (Trustees should just appoint the first year, so that everything can be in place by the July ConCom meeting.) Eddy (Supports the unilateral hiring decision of the Trustees. Make it clear that this is a 2012 decision and 2013 will be handled through the application/nomination process.) Tom (The con is getting weak because of the mob.) Brad (Trustees can fire any department head.) Debbie (Worried that making this decision will accidentally shut out the people who wish to be included.) Martin (Agrees with the idea.) Carl (Could forward these ideas to the UtahFandom list to see about interested parties.) Mike (Some questions about who did what.) Joe (Wants to send out an email to the general fandom lists asking for applications by July 1st.) Eddy (Doesn't like the email ideas since it will create 3 weeks of chaos. Prefers the unilateral decisions.) Mike O (This will change monthly meetings drastically.) Tom (Monthly meetings: 1st hour should be the sub-committees, 2nd hour the Admin/Exec committee.) Carl (Doesn't think the Exec Committee members should not be members of the Admin Committee.) Tamara (Should decide the Admin Committee then have nominations for the people to serve under the Admin Committee.) Ruth (Trustees need to decide the Admin Heads and avoid nominations and move to applications.) Jennifer (Need to just have the heads decided, but allow for platforms.) Martin (Who or what is the governing committee.) Eddy (Governing Committee is part of the corporate entity. The Admin Committee is CONduit specific.)
Business (Con Chair) - Hotel Liaison, procurement, Fan Club Liaison, Treasurer, etc.
Scheduling - Programming, film rooms, etc.
Hospitality - Consuit, green room, guest liaison, etc.
Marketing - Marketing to and from the con (sales force, publicity, etc.)
Operations - At con operations (gophers, security)
Computer Services - Self explanation
Events/Competition - Contests, Ice Cream Social, Filking, etc.
11:59 - Brad moves to enact the Executive Committee/Admin Committee model, details to be worked out in the bylaws. The Admin Committee should be decided before July ConCom. Initiate re-writing the bylaws to reflect this.
12:03 - Unanimous Trustee vote to implement Brad's outline with fine tuning. Applications for 2012 will be accepted through the CONduit website until July 1st. http://conduit.sfcon.org/
12:08 - Brad Hawks will be the CEO. Debbie Lords will be COO. Pam Oberg will be CFO.
12:09 - Brad (Executive Committee will not vote on the same things as the Administrative Committee. Executive Committee can veto a budget, not edit it but veto it. Executive Committee can fire any members of the Admin Committee with a 60% vote.) Brad (Administrative Committee heads will have ultimate power over their department. They can choose to have things handled internal things by vote or not. Administrative Committee would be the ones to vote on major budgetary things like hotel, guest, etc.) Brad (Separating the powers would allow for some overlap to happen between committees without conflicts of interest.) Brad (Chair is the first among equals and will work with the Executive Committee to handle oversight of the department heads.) (The Administrative Committee can call for the resignation of any member of the Executive Committee with a 60% vote. To replace or add an Executive Committee member would be a vote of the combined Executive or Administrative Committee.) (If no one is specifically assigned to do something it won't be done. Keeping it small will reduce political in-fighting.) (Shot down the idea of the Administrative Committee being financially liable, due to the complexity of implementation.) (Admin Committee could vote one of their own out with a 60% vote.) (DO NOT want to be corporate sponsored, but room level sponsorships up to a total of 1/3 of the budget.) Mike O (Trustees are liable, but others would step up to help. Volunteers should never be financially liable.) Martin (Should this work, we will eliminate the problem of it being the same 20-30 people will go away.) Eddy (Make the hiring decisions so that they can make the details decisions.)
12:43 - Break for lunch and the U.S.S. Kelly Party
I wish to truly thank those folks who run the con. After reading this, my appreciation for all of you has risen immensely. Though I recognize its need I fear I would be driven to desperate acts and violence if I was involved with this level of bureaucracy.
ReplyDeleteUgh, Thanks for posting this Erin, I didn't wake up til 1:00 and missed it. I do want to make sure I volunteer for Filk Dept head and possibly Club Liason, we'll see how it goes.
ReplyDeleteOfficial Announcement by the Trustees
ReplyDelete==========
Hi all, this is a long post so bear with me.
(and sorry for the cross-post for those who are on both lists)
Thought I should report on the results of the SFcon/CONduit Business meeting this morning (SFcon is the corporation behind CONduit for those who may not know).
SFcon:
It was decided that we will stay a corporation and not try to transition to an LLC. We decided that we are not currently going to go for 501c# (tax exempt) status due to a lot of fees and paperwork involved, but we would consider it in the future if someone came up with a good justification for the expenditure of time, effort, and money. We also decided to re-write our bylaws to better reflect current operation and a new direction for CONduit. (we will get a group together to try and sort out the legalese later)
We decided that the trustees of the corporation need to take a more active role in maintaining the health of the convention and take on defined oversight responsibilities. As such the following were voted in as the Executive Committee.
CEO: Brad Hawks: general business, contracts, etc.
CFO: Pam Oberg: all accounts, budgets, etc
COO: Debbie Lords: trying to keep us organized etc.
CONduit:
We have decided on a rather radical new tack to try for the USS CONduit.
As currently constituted ConCom is too schizophrenic and subject to the tyranny of The Mob. Anyone who shows up to a ConCom meeting gets to participate in votes that have financial and legally binding effects on the CON. Since who shows up at any given meeting is random, decision making is also random at best, and self destructive at worst. It is also subject to ballot box stuffing and other sorts of abuses that we wish to avoid. We also suffer from an excess of input on many decisions that don't warrant it.
As such we are going to transition CONduit to what I would call a confederation of republic committees (more or less replacing the old ConCom). We will create a set of about 8 department heads who will have defined responsibilities, who will organize their own committees, and who will have authority to make their own decisions within their budget and responsibilities.
All of the department heads together will constitute the Administrative Committee, and they will be ultimately responsible for all financial and organizational decisions for the convention. This would include all budgeting and other decisions that would affect all departments, as well as new department heads and/or redistributing responsibilities.
So now we are looking for people who are willing to volunteer to be department heads and lead one of these new republic committees.
At the moment we are looking at the following departments and responsibilities/members.
Business: Dealing with outside groups
(Chairman is probably this department head)
Treasurer, Hotel Liaison, Fan Club Liaison, Art Show, Dealers Room, Procurement
Scheduling: Hourly scheduled activities
Programing, Media, Anime
Gaming: All games
RPG, war games, board games, card games, LARPs
Hospitality: Working with our guests
GoH liaison, Local Liaison, CONsuite, Green Room
Marketing: Publicizing ourselves and others
Publicity, Progress Reports, Sponsorship, Program Book
Operations: All at CON organizing
Program Operations, Security, Gophers, Registration Desk, Volunteers
Computer Services:
Pre-Registration, Website, e-mail lists, Database
Events and Contests:
Ice Cream Social, Masquerade, Filking, dozen other contests...
We are going to have people submit "resumes" online before July 1st, but I lost the information... little help anyone?
-- The Doctor is dead… Long live The Doctor!
_
|_|_| Brad Hawks
|_| | brad@hawks5.net
Where to Apply
ReplyDelete==========
I created a form online to make it easy to apply. You can access the form here:
http://conduit.sfcon.org/application.php
Joe
Team Ghiblink -- http://www.nausicaa.net/
CONduit Art Show -- http://conduit.sfcon.org/artshow.php
UtahSF -- http://www.utahsf.org/
Thank you for posting!
ReplyDeleteCan someone clarify - is it going to be 1st hour subcommittee, 2nd hour admin/exec? Or is that still up for debate?
The issue of meeting structure is still undecided.
ReplyDeleteOn all aspects of this new direction, the Trustees were in full agreement.
ReplyDeleteOne aspect Brad suggested was disagreed with by the other two trustees and
so is not part of this plan. It is important for all to know that we, as
Trustees, are of a single mind on this new structure.
For the Administrative Committee, if you are interested in heading any of
these efforts, please go to our website and fill out the form there:
http://conduit.sfcon.org/application.php
From a combination of these applications and our own combined extensive
knowledge of people's capabilities we Trustees will determine who will be in
these positions.
For those interested, you will be organizing the committee(s) under your
direction. It does not mean you need to head all of the committees, you
will be free to assign others as heads of individual committees. Your job
will be to ensure these committees run effectively and within their
respective budgets.
There will be little voting at the July Concom meeting. Just so you know.
The days of endless voting on a multiplicity of details is over. Those who
stopped coming to Concom meetings because you thought "the Chair ought to
just make a decision and have it done" are most welcome to return.
Although there are only (currently) 8 Administrative Council position, those
areas will need a goodly group of volunteers under each to take on the work
under those areas. The new structure will most certainly reduce the number
of multiple (i.e. more than two or three or four) roles that any single
person can now handle. This means we will need more of our people to step
up to the plate to make our convention happen.
Pam, Anything to add?
Please pass this on to other groups who may also have interest in participating.
Thanks and see you at the July meeting.
Debbie