MINUTES OF THE REGULAR MEETING OF THE MEMBERS OF FLASHPOINT ARTISTS INITIATIVE, INC.The regular meeting of the Directors of FLASHPOINT ARTISTS INITIATIVE, INC. was held at Rebecca’s home at 1:30 pm on January 23, 2016, as a scheduled meeting by general consent of the board instead of the registered office of the corporation, pursuant to the bylaws of the corporation and by notice given to the community through all normal channels.The following Directors were present: Anna, Dusty, Michelle, Rebecca, TunnaThe following Officers were present: David, board president; Jacob, general counsel; Aislinn, secretaryThe following members of the community were in attendance: Ash, Jaime, Justin, Matthew, VanessaThe reading of the minutes of the last regular meeting are approved as presented by consensus.In notice to the community, the Board submits this record of Business taken in session by the Board since the previous meeting:
- By-Law Amendments proposed and published to community.
- Euphoria 2016 Event Proposal – Motion to approve (Dusty); 4 votes yea; one abstention. Proposal is approved.
The following old business was discussed;
- President’s Report - David’s board term concluded on December 31, 2015; he will vacate his seat as president at the end of the January meeting.
- Regional Status – Tabled by consensus.
- Committee Updates
- PW Committee
- A preliminary budget is submitted. An amended budget will be submitted at a later date. In lieu of total budget approval, BOD approves request for $2,000 to PWC to cover immediate storage/moving expenses.
- Event Committee
- Ticket cap, amount, and sale dates announced. Team leads are selected.
- Reviewing bids for golf carts and portapotties. BOD recommends that references be checked for final choice of vendors. Request for funds for deposit requirements approved.
- Communications Committee
- Updated list of committee members is available.
- Website, credit card, and ticketing software. Communications Committee and Event Committees will work together to limit problems with implementing new payment system.
- Community Outreach Committee
- Researching funding Beltline art projects; hoping to get some media coverage if donations are made to Beltline projects
- Budget increase request was tabled for online discussion.
- Budget
- 2015 budget - $25,000 of net profits will be moved to reserves account.
- 2016 budget proposal - Due to new land and infrastructure expenses, the proposed budget is $30,000 more than the previous year. The board will closely review the budget with an eye on decreasing expenditures where possible. Board discussion will continue online through the end of the week (January 30). Final budget will be submitted online for vote the first week of February.
- Financial accounts transfer - Anna and Michelle are going to the bank this week to get dual cards.
- Sexual Harassment Policy - A consent council was discussed at the BOD retreat. A motion was made by Anna to task an advisory committee of concerned community members to draft a policy and grievance procedure. Motion raised by Anna; voted: passed by consensus.
- Committee Charters - Updates completed to half of the committees.
- General Liability insurance – Jacob presented counsel on liability insurance. Anna will work with insurance agent to compare two options: 1) general liability insurance or 2) event insurance specifying a time period covering work weekends with riders to cover liability.
- By-Laws Amendments
- Proposed Change #1: Reduce the number of board members required on each committee.
In Section 3.9:“The Board of Directors may, by resolution adopted by a majority of the entire Board, designate from among its members one or more committees, each consisting of two or more Directors, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors.”with:“The Board of Directors may, by resolution adopted by a majority of the entire Board, designated from among its members one or more committees, each with at least one Director as a member, which to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors.”Motion to approve (David). Vote: all opposed. Not approved, by consensus.
- Proposed Change #2: Limit the terms of officers in the organization to only one year at a time.
In Section 4.1 replace:“The officers shall each serve a term of two (2) years and until their successors have been elected or they have resigned or been removed from office as set forth herein.”with:“The officers shall each serve a term as established by vote of the Board of Directors at the time of appointment that does not exceed 12 months and until their successors have been elected or they have resigned or been removed from office as set forth herein.”Motion to approve (David); Vote: passed by consensus.
- Proposed Change #3: Set a twelve (12) month maximum term for Directors for seats six (6) and seven (7).
In Section 3.2 replace:“The number of Directors on the Board of Directors shall be the number, not less than one (1) nor more than seven (7), fixed from time to time by resolution of a majority of the entire Board of Directors, or as otherwise provided for in these Bylaws. Directors shall serve for a term of two (2) years and until their successors have been elected or they have resigned or been removed as set forth herein, such terms normally commencing on the next January 15 following their appointment as specified herein, or on such other date as may be determined by Resolution of the Board of Directors or as otherwise mandated by these Bylaws. Directors may serve terms in succession. The initial directors may also serve a shorter term at the discretion of the Incorporator. “with:“The number of Directors on the Board of Directors shall be the number, not less than one (1) nor more than seven (7), fixed from time to time by resolution of a majority of the entire Board of Directors, or as otherwise provided for in these Bylaws. Directors, for seats one (1) through five (5) shall be appointed pursuant to Section 3.3a of these Bylaws, and shall serve for a term of two (2) years and until their successors have been elected or they have resigned or been removed as set forth herein, such terms normally commencing on the next January 15 following their appointment as specified herein, or on such other date as may be determined by Resolution of the Board of Directors or as otherwise mandated by these Bylaws. All Directors may serve terms in succession. The initial directors may also serve a shorter term at the discretion of the Incorporator. “Then following this paragraph with the additional sentences added to the section:“Directors for seats six (6) and seven (7), appointed by Section 3.3b of these Bylaws, shall serve for a term as established by Resolution of the Board of Directors at the time of appointment that does not exceed 12 months or until they have resigned or been removed as set forth herein. Such terms shall begin and end at the dates as determined by Resolution of the Board of Directors at the time of appointment, or if no time is specified at the time of appointment, such terms shall last for 12 months.”In Section 3.3b replace:"For seats six (6) and seven (7), the Board of Directors may, but is not required to, appoint individuals at its discretion to fill these seats, and such appointment or term shall commence at the date determined by the Board of Directors at the time of appointment."with:"For seats six (6) and seven (7), the Board of Directors may, but is not required to, appoint individuals at its discretion to fill these seats, and the term of such appointment to be as specified in Section 3.2, above."Motion to approve (David). Vote: Passed by consensus.
- 501(c)(3) Status
- Accountant has finalized the application; Board of Directors needs to review it.
- Applying for Federal 501(c)(3) status is tabled. Board will operate FAI within 501(c)(3) business practices to streamline any future decision to pursue the status.
- Changing the name of EMS department – Motion to approve (Rebecca). Vote: Passed by consensus.
- YahooGroups alternative - Tabled.
The following new business was discussed:
- Officer transitions, as voted and or appointed by the Board:
Board President – DustyBoard Vice-President – MichelleTreasurer – StaciaSecretary – Aislinn
- Appointment of two board liaisons to Event Committee – Dusty and Rebecca.
- 2016 Calendar – Board meetings will be conducted every second Sunday, 1 pm-4pm.
- 2016 Southeast Roundtable – Majority of board will be in attendance; costs will be covered personally.
- To the Moon Burn – Request from Rebecca to use FAI Fire Safety equipment for training at the new burn. Motion to approve (Dusty). Vote: approved by consensus.
- Bank Statement, current as of 1/23/2016
- Org: $90,039.75
- Event: $500.00
- APW: $508.00
- Money Market: $25,012.57
- PayPal (transitioning to Authorize.net): $0
Action Items of Note:
- Update amended Bylaws online.
- Update 2016 board meeting calendar - Aislinn
- Change Paypal to Authorize.net under bank statement
- Add Michelle and Dusty to accounts; Anna and Michelle will get dual cards for the accounts.
- Contact community members interested in creating a sexual harassment policy/procedure – Anna
- Set up an e-mail account for receipts@flashpointartists.org for all invoices/receipts to be sent from vendors.
- Board will discuss budget items online.
- Michelle will submit final budget the first week of Feb for an online vote
- BOD will review committee charters on Drive and consider some basic requirements for charters/membership.
- Jacob will send Anna updated insurance waivers. Anna will try to pursue the general liability insurance and get something finalized by the end of the week.
- BOD is tasked with reviewing 501c3 status requirements and developing programming proposals for programming to achieve this goal.
Confirmation of Upcoming Meetings:February Meeting Date – Rebecca's house, February 14, 1 pm.Meeting adjourned at 6:25 pm by consensus.