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Arbornet Annual Meeting May 3, 2007 The meeting was called to order at 10:08 PM. ---------- ATTENDANCE ---------- Board Members Elect In Attendance: Dan Zatkovich (tanis) Rick Root (ric) John Perry (jep) Kevin Nicholls (twinkie) Jeanne Manigold (furs) Others Present: jerryr, casper ------------------- ELECTON OF OFFICERS ------------------- John nominated Jeanne for president. Rick seconded. Jeanne nominated Dan, Kevin seconded. The vote: Dan: Jeanne Jeanne: Dan John: Jeanne Rick: Dan Kevin: Jeanne Jeanne was elected president with 3 votes. John nominated Dan for Vice President. Rick seconded. The vote was unanimous. Dan nominated John for Treasurer. Jeanne seconded. The vote was unanimous. John nominated Kevin for Secretary. Jeanne seconded. Dan nominated Rick for Secretary, Kevin seconded. The vote: Dan: Kevin Jeanne: Kevin John: Kevin Rick: Kevin Kevin: Rick Kevin was elected Secretary with 4 votes. --------------------------------------------------- PROPOSAL TO MODIFY ARTICLE 4 OF THE ARBORNET BYLAWS --------------------------------------------------- Dan proposed the following text to replace Article 4 of Arbornet's Bylaws. John seconded. The motion carried unanimously. 4.01 _Number_. The business and affairs of the corporation shall be managed and controlled by the Board of five directors. 4.02 _Election, Resignation, Removal, and Recall_. (a) Directors shall be elected to 1 year terms. The term of office shall commence after the completion of the annual election. Each director shall hold office until a successor is elected and qualified, or until resignation or removal from office. (b) A resignation is effective upon its acceptance by the Board of Directors, or at a subsequent time as set forth in the notice of resignation. (c) A director may be recalled by a user referendum vote approved by a majority of all patrons eligible to vote. (d) A director may be removed for cause by a unanimous vote of all remaining directors. 4.03 _Vacancies_. Vacancies in the Board of Directors occurring for any reason shall be filled by the affirmative vote of a majority of the remaining directors. Each person so elected shall serve until the next annual election. 4.04 _Nominations_. No later than March 1 of each year, the Board shall appoint an Election Committee (to consist of non-candidates) which shall issue a call for nominees to Board positions. Only patrons eligible to vote may be nominated. Any member in good standing may self-nominate. A nomination of a person made by someone other than the nominee must be accepted by the nominee. The deadline for nominations and acceptances shall be March 30. 4.05 _Annual Election_. The annual election shall begin on April 14 and continue through April 21. The election shall be conducted by electronic means on M-Net. No write-in votes shall be permitted. Each eligible patron may cast as many votes as the number of seats to be elected, but not more than one (1) vote per candidate. The Election Committee shall certify and publish the results, including the number of votes cast for each candidate. This report shall also appear in the minutes of the next Board of Directors meeting. Tie votes shall be resolved by lot. 4.06 _Annual Meeting_. The annual meeting of the Board of Directors shall be held within two weeks after the close of the annual election voting period, in a manner agreed upon by the incoming Board. At the annual meeting, the Board shall elect officers and consider such other business as may properly be brought before the meeting. 4.07 _Regular and Special Meetings_. Regular and special meetings of the Board of Directors may be held at such times and places as the majority of the directors may from time to time determine. (a) _Acts of the Board_. The Board shall not vote to act upon any issue that has not been available for public discussion for a period of seven days. (b) _Emergency Votes_. The Board of Directors may, under extraordinary circumstances, decide by simple majority to vote upon an issue considered an emergency. 4.08 _Notices_. Three days' notice must be given before the start of any meeting, in the M-Net policy conference and the M-Net general conference, stating the time and place and manner of the meeting. 4.09. _Initiative._ A patron eligible to vote may initiate a policy (not including staff matters or the expenditure of funds) by posting a discussion item in the active M-Net policy conference. (a) The initiative must remain available for discussion for at least two weeks before being voted on. The initiator may at that time revise the motion for clarity if desired. The initiator may also drop the initiative or continue it as originally written. (b) If the initiative continues to a vote, the president shall appoint an election committee, who will conduct the vote via electronic means on M-Net. (c) The vote period shall begin one week after the initiative is finalized, and shall last for one week. A majority of all participating patrons must vote yes in order to approve the initiative. The Election Committee shall certify and publish the results, and the secretary shall include their report in the minutes of the next Board of Directors meeting. (d) If approved, the initiative shall become policy as if the Board of Directors had adopted it. --------------------------------------------------- PROPOSAL TO MODIFY ARTICLE 3 OF THE ARBORNET BYLAWS --------------------------------------------------- Dan proposed the following text to replace Article 3 of Arbornet's Bylaws. John seconded. The motion carried unanimously. 3.01 (a) _Definition_. Patronship in Arbornet includes any person who has paid dues to Arbornet in the amount set by the Board. Patronship begins on the date the dues were received by the Arbornet treasurer, and continue until that date on the following year. (b) _M-Net Privileges_. Patronship conveys the privilege of using some reserved services on M-Net. These privileges are subject to the approval of the staff. (c) _Voting_. Patrons who have used M-Net, attended a Board meeting, or attended an official M-Net function at least once during the previous three months may vote in elections for the Board of Directors or membership sponsored initiatives. Patrons who do not otherwise qualify may petition the Board to be granted an exception. (d) _Termination of patronship_. Termination of patronship status may be done only by vote of the Board of Directors. ---------------------------------------------------------- PROPOSAL TO MODIFY ARTICLES 6 AND 7 OF THE ARBORNET BYLAWS ---------------------------------------------------------- Dan proposed the following text to replace Article 7 of Arbornet's Bylaws. John seconded. The motion carried unanimously. 6.01 _Officers_. The Board of Directors shall elect or appoint a President (who shall also be the Chairman of the Board), a Vice President, a Secretary, and a Treasurer. The President and Vice President must be members of the Board. No officer shall execute, acknowledge or verify an instrument in more than one capacity. 6.02 _Term of Office_. An officer shall hold office for the elected or appointed term and until a successor is elected or appointed and qualified, or until resignation or removal from office. 6.03 _Vacancies_. The Board of Directors may fill any vacancies in any office occurring for whatever reason. 6.04 _Authority_. All officers, employees and agents of the corporation shall have such authority and perform such duties in the conduct and management of the business and affairs of the corporation as may be designated by the Board of Directors and these bylaws. 6.05 _Compensation_. Officers of the corporation shall serve without compensation. 7.01 _President_. The President shall be the chief executive of the corporation and shall preside at all meetings at which he or she is present. The president shall see that all orders and resolutions of the Board are carried into effect. In addition, the President shall have the general powers of supervision and management usually vested in the chief executive officer of a corporation. 7.02 _Vice President_. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors or the President may from time to time prescribe. 7.03 _Secretary_. The Secretary or a designated representative shall attend all meetings of the Board of Directors and shall record all votes and minutes of all proceedings. The Secretary shall notify all Directors, patrons and other interested parties of place, time and manner of all meetings of the Board of Directors. The Secretary shall, in the absence or disability of the President and Vice President, perform the duties and exercise the powers of the President. 7.04 _Treasurer_. The Treasurer or a designated representative shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in books of the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall render to the President and directors, whenever they may require it, an account of his or her transactions as Treasurer and of the financial condition of the corporation. The Treasurer shall, in the absence or disability of the President and Vice President and Secretary, perform the duties and exercise the powers of the President. ------------ SYSOP REPORT ------------ Ernie provided a system report. Progress is being made on the new hardware. Ernie discussed things that need completion, and referenced an item in the sysop conference. ------------ NEW BUSINESS ------------ John moved, and Dan seconded, that the Board of Directors officially thank everyone who participated in the elections. The motion carried unanimously. Thank you all. ------------------------------ ONLINE BUSINESS TO BE RECORDED ------------------------------ John entered an online motion (policy item 16) on February 8, 2007, proposing the elimination of Bylaws 4.14 and 4.15 regarding local and non-local board members. All interim board members agreed to hear the motion, and the motion passed unanimously on February 18, 2007. The Meeting was adjourned at 10:41 PM




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Google: web arbornet.org Please help support M-Net, the world's longest running public access UNIX system. PayPal and most major credit cards are accepted. Or support Arbornet through purchases made on Amazon.com using our affiliate page. Please support our host!		About Arbornet: Board Meeting Minutes Choose a meeting date from the list to view the minutes for that meeting. By default, the minutes shown are the most recently available. Arbornet Annual Meeting May 3, 2007 The meeting was called to order at 10:08 PM. ---------- ATTENDANCE ---------- Board Members Elect In Attendance: Dan Zatkovich (tanis) Rick Root (ric) John Perry (jep) Kevin Nicholls (twinkie) Jeanne Manigold (furs) Others Present: jerryr, casper ------------------- ELECTON OF OFFICERS ------------------- John nominated Jeanne for president. Rick seconded. Jeanne nominated Dan, Kevin seconded. The vote: Dan: Jeanne Jeanne: Dan John: Jeanne Rick: Dan Kevin: Jeanne Jeanne was elected president with 3 votes. John nominated Dan for Vice President. Rick seconded. The vote was unanimous. Dan nominated John for Treasurer. Jeanne seconded. The vote was unanimous. John nominated Kevin for Secretary. Jeanne seconded. Dan nominated Rick for Secretary, Kevin seconded. The vote: Dan: Kevin Jeanne: Kevin John: Kevin Rick: Kevin Kevin: Rick Kevin was elected Secretary with 4 votes. --------------------------------------------------- PROPOSAL TO MODIFY ARTICLE 4 OF THE ARBORNET BYLAWS --------------------------------------------------- Dan proposed the following text to replace Article 4 of Arbornet's Bylaws. John seconded. The motion carried unanimously. 4.01 _Number_. The business and affairs of the corporation shall be managed and controlled by the Board of five directors. 4.02 _Election, Resignation, Removal, and Recall_. (a) Directors shall be elected to 1 year terms. The term of office shall commence after the completion of the annual election. Each director shall hold office until a successor is elected and qualified, or until resignation or removal from office. (b) A resignation is effective upon its acceptance by the Board of Directors, or at a subsequent time as set forth in the notice of resignation. (c) A director may be recalled by a user referendum vote approved by a majority of all patrons eligible to vote. (d) A director may be removed for cause by a unanimous vote of all remaining directors. 4.03 _Vacancies_. Vacancies in the Board of Directors occurring for any reason shall be filled by the affirmative vote of a majority of the remaining directors. Each person so elected shall serve until the next annual election. 4.04 _Nominations_. No later than March 1 of each year, the Board shall appoint an Election Committee (to consist of non-candidates) which shall issue a call for nominees to Board positions. Only patrons eligible to vote may be nominated. Any member in good standing may self-nominate. A nomination of a person made by someone other than the nominee must be accepted by the nominee. The deadline for nominations and acceptances shall be March 30. 4.05 _Annual Election_. The annual election shall begin on April 14 and continue through April 21. The election shall be conducted by electronic means on M-Net. No write-in votes shall be permitted. Each eligible patron may cast as many votes as the number of seats to be elected, but not more than one (1) vote per candidate. The Election Committee shall certify and publish the results, including the number of votes cast for each candidate. This report shall also appear in the minutes of the next Board of Directors meeting. Tie votes shall be resolved by lot. 4.06 _Annual Meeting_. The annual meeting of the Board of Directors shall be held within two weeks after the close of the annual election voting period, in a manner agreed upon by the incoming Board. At the annual meeting, the Board shall elect officers and consider such other business as may properly be brought before the meeting. 4.07 _Regular and Special Meetings_. Regular and special meetings of the Board of Directors may be held at such times and places as the majority of the directors may from time to time determine. (a) _Acts of the Board_. The Board shall not vote to act upon any issue that has not been available for public discussion for a period of seven days. (b) _Emergency Votes_. The Board of Directors may, under extraordinary circumstances, decide by simple majority to vote upon an issue considered an emergency. 4.08 _Notices_. Three days' notice must be given before the start of any meeting, in the M-Net policy conference and the M-Net general conference, stating the time and place and manner of the meeting. 4.09. _Initiative._ A patron eligible to vote may initiate a policy (not including staff matters or the expenditure of funds) by posting a discussion item in the active M-Net policy conference. (a) The initiative must remain available for discussion for at least two weeks before being voted on. The initiator may at that time revise the motion for clarity if desired. The initiator may also drop the initiative or continue it as originally written. (b) If the initiative continues to a vote, the president shall appoint an election committee, who will conduct the vote via electronic means on M-Net. (c) The vote period shall begin one week after the initiative is finalized, and shall last for one week. A majority of all participating patrons must vote yes in order to approve the initiative. The Election Committee shall certify and publish the results, and the secretary shall include their report in the minutes of the next Board of Directors meeting. (d) If approved, the initiative shall become policy as if the Board of Directors had adopted it. --------------------------------------------------- PROPOSAL TO MODIFY ARTICLE 3 OF THE ARBORNET BYLAWS --------------------------------------------------- Dan proposed the following text to replace Article 3 of Arbornet's Bylaws. John seconded. The motion carried unanimously. 3.01 (a) _Definition_. Patronship in Arbornet includes any person who has paid dues to Arbornet in the amount set by the Board. Patronship begins on the date the dues were received by the Arbornet treasurer, and continue until that date on the following year. (b) _M-Net Privileges_. Patronship conveys the privilege of using some reserved services on M-Net. These privileges are subject to the approval of the staff. (c) _Voting_. Patrons who have used M-Net, attended a Board meeting, or attended an official M-Net function at least once during the previous three months may vote in elections for the Board of Directors or membership sponsored initiatives. Patrons who do not otherwise qualify may petition the Board to be granted an exception. (d) _Termination of patronship_. Termination of patronship status may be done only by vote of the Board of Directors. ---------------------------------------------------------- PROPOSAL TO MODIFY ARTICLES 6 AND 7 OF THE ARBORNET BYLAWS ---------------------------------------------------------- Dan proposed the following text to replace Article 7 of Arbornet's Bylaws. John seconded. The motion carried unanimously. 6.01 _Officers_. The Board of Directors shall elect or appoint a President (who shall also be the Chairman of the Board), a Vice President, a Secretary, and a Treasurer. The President and Vice President must be members of the Board. No officer shall execute, acknowledge or verify an instrument in more than one capacity. 6.02 _Term of Office_. An officer shall hold office for the elected or appointed term and until a successor is elected or appointed and qualified, or until resignation or removal from office. 6.03 _Vacancies_. The Board of Directors may fill any vacancies in any office occurring for whatever reason. 6.04 _Authority_. All officers, employees and agents of the corporation shall have such authority and perform such duties in the conduct and management of the business and affairs of the corporation as may be designated by the Board of Directors and these bylaws. 6.05 _Compensation_. Officers of the corporation shall serve without compensation. 7.01 _President_. The President shall be the chief executive of the corporation and shall preside at all meetings at which he or she is present. The president shall see that all orders and resolutions of the Board are carried into effect. In addition, the President shall have the general powers of supervision and management usually vested in the chief executive officer of a corporation. 7.02 _Vice President_. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors or the President may from time to time prescribe. 7.03 _Secretary_. The Secretary or a designated representative shall attend all meetings of the Board of Directors and shall record all votes and minutes of all proceedings. The Secretary shall notify all Directors, patrons and other interested parties of place, time and manner of all meetings of the Board of Directors. The Secretary shall, in the absence or disability of the President and Vice President, perform the duties and exercise the powers of the President. 7.04 _Treasurer_. The Treasurer or a designated representative shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in books of the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall render to the President and directors, whenever they may require it, an account of his or her transactions as Treasurer and of the financial condition of the corporation. The Treasurer shall, in the absence or disability of the President and Vice President and Secretary, perform the duties and exercise the powers of the President. ------------ SYSOP REPORT ------------ Ernie provided a system report. Progress is being made on the new hardware. Ernie discussed things that need completion, and referenced an item in the sysop conference. ------------ NEW BUSINESS ------------ John moved, and Dan seconded, that the Board of Directors officially thank everyone who participated in the elections. The motion carried unanimously. Thank you all. ------------------------------ ONLINE BUSINESS TO BE RECORDED ------------------------------ John entered an online motion (policy item 16) on February 8, 2007, proposing the elimination of Bylaws 4.14 and 4.15 regarding local and non-local board members. All interim board members agreed to hear the motion, and the motion passed unanimously on February 18, 2007. The Meeting was adjourned at 10:41 PM
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