RationalWiki:RationalWiki Foundation/2010 07 24 minutes

Minutes of the Board of Trustees meeting 24 July 2010.

Inaugural RationalWiki Foundation board meeting

July 24, 2010 21:00 – 22:30 UTC (note: all times below are EDT = UTC-4)

Meeting called by Tmtoulouse

Note: all votes unless otherwise noted were unanimous.

Introduction
The meeting started at 17:20 with all present on Skype.

The board elected Tmtoulouse to the chair of the interim three-person Board.

The Board agreed to roughly follow Roberts Rules of Order.

Incorporation
A motion to approve incorporating the Foundation in New Mexico, USA was discussed briefly and passed.

The Board approved a motion to appoint Charlotte Mary Toulouse off 117 Girard Street, Albuquerque NM as our registered agent.

IRS and exemption
After some discussion of the various tax arrangements the Foundation could file with the IRS, it was agreed that further research is required. Tmtoulouse mentioned enlisting the aid of a family friend who is an accountant to clarify our options.

Electronic signatures
The acquiring and use of electronic signature capability to sign key documents was discussed, as was whether any members would need the Foundation to pay for theirs.

Using faxes for this purpose was raised and dismissed due to lack of access for some board members.

Fiscal status
The Foundation currently has roughly USD 140 a month in expenses, all related to maintaining RationalWiki.org. $100 is for the fixed IP broadband account, of which $30 is over and above what Tmtoulouse would be paying anyway. Trent stated he will be donating the $30 balance each month to the Wiki. The remainder will need to be raised via donations, probably by hassling people on the Wiki each month there is a projected shortfall.

Human asked whether all these figures were in US Dollars and Tmtoulouse confirmed they are.

Motion to authorize transactions
A motion to appoint Tmtoulouse to arrange any financial instruments required by the Foundation was passed.

A motion to refer to this position as Operations Manager was passed.

It was noted that the Foundation will need a checking account with a debit card and a PayPal account tied to it. Tmtoulouse will establish these accounts while he is in New Mexico next week.

Human
Human stated that he had several issues to bring before the Board, but as time was running short, only presented the one he considered critical at this point.

After some discussion, a motion stating that for the term of the interim three-person Board, a quorum shall consist of all three members was passed.

Armondikov
Armondikov expressed some concerns over whether comments on the wiki talk page for the By-laws were being addressed properly.

Tmtoulouse stated that he tries to respond seriously and clearly to any comments or questions there that he can understand.

Human (2)
Human brought up three quick points:
 * Meeting frequency - it was agreed that for now meetings will be arranged via email as needed
 * Email testing - due to some emails being lost in Human's inbox, he set up a filter for Board emails and asked   Tmtoulouse to test it after the meeting
 * Human suggested that the rest of the Board enable audio, with a promise to explain his reasoning for sometimes using it out of session at some time in the future

Adjournment
The meeting was adjourned at 19:30