Minutes of the Berkeley Go Club Board of Directors Meeting

September 28, 2005

Prepared by Roger Schrag, Secretary

Roll call: Ken Pelter called the meeting to order at 7:08 pm on September 28, 2005. Present were board members Mark Harris, Bob Murr (by telephone), Ken Pelter, and Roger Schrag, constituting a quorum. Herb Doughty joined the meeting at 7:35 pm. Ron Goldberg was also present as a guest.

Agenda review: No adjustments were made to the agenda initially.

Reading of the minutes: A motion was made to dispense with the reading of the minutes from the June 5, 2005 board meeting. The motion was seconded and passed unanimously.

Treasurer’s report: Treasurer Ted Christen was not present at the meeting and the most recent treasurer’s report available was the one that Ted had presented at the last board meeting. Roger said he would ask Ted for an updated treasurer’s report.

Status reports: Herb was not yet in attendance at this point. Mark and Bob had nothing to report. Ken said that he may need to spend more time in southern California due to a family health issue. He will keep the board posted. This topic will be discussed further later in the meeting as a new agenda item. Ken also said he would like to “get back on track” as a board and refocus our efforts. Roger had nothing to report.

Old Business – Interaction with AGF and Ing Foundation: Herb was not yet in attendance at this point. Ken said that he is composing a letter to Ernest Brown of the Ing Foundation, introducing the idea and opening discussion on the topic of grants for educational projects that the club might undertake. Ernest is the liaison to the Ing Foundation for the Bay Area. Roger repeated a comment he heard from Steve Burrall on September 10 that the Ing Foundation has not given any grants to the San Francisco Go Club for tournament in quite some time.

Old Business – Incorporation status: Bob said that the club is now officially a corporation, and that our next step is to apply to the state of California and to the IRS for tax exempt status (as a mutual benefit corporation). Bob mailed a corporate minutes book and the applications for tax exempt status (state and federal) to the club, and Ken had them in hand. Bob asked that somebody review both applications before submitting, specifically to the point of whether or not a copy of the lease must be included with the application. Ken said he would pursue this.

Old Business – Website: Ken reported that he and Jason would like feedback from board members on the draft new website before proceeding further in its development. Ken will email a URL to the rest of the board so that board members may review it and offer feedback. Roger expressed concern that the existing club website has incorrect hours, incorrect contact information, and “breaking news” that is perhaps a year old. Ken said he would work with Jason to get a new interim website with corrected content up as soon as possible. On Herb’s suggestion, Ken also agreed to work with the San Francisco Go Club to get them to link their website directly to ours, instead of them listing information about our club on their website. (This information tends to be out of date.)

Old Business – Club procedures: Ken reported that a new locked box has been put into service for collecting fees. This was done because there was at least one week where he was sure that money was missing from the unlocked cash box. With the new locked fee box in place we are now collecting more funds than before. Also, a whiteboard has been installed in the club.

New Business – Replacements for Bob and Ted: Bob has moved to Santa Barbara and agreed to participate in today’s board meeting by telephone. There was a discussion as to whether or not a replacement needs to be found for Bob immediately. Bob agreed to continue on as a board member through the end of the current term. The board agreed therefore that there was not an urgent need to find a replacement for Bob immediately.

At the June 5, 2005 board meeting Ted Christen had said that he would continue as Treasurer using his chosen procedures for as long as the club needed him. He said that if the club wanted to change procedures or needed the Treasurer to take on new responsibilities, then the club should find a new Treasurer. It had been agreed at that time that the club would look for a new Treasurer to replace Ted.

At this point Ron offered to become the club Treasurer. Ron told the club a little bit about his background: He has over 40 years of business experience. He knows how to prepare financial statements and manipulate spreadsheets. The board reviewed the Treasurer duties with Ron, including the preparation of the annual federal and state informational tax returns, and Ron reiterated his interest in becoming Treasurer.

The board unanimously voted Ron as the new Treasurer. It was suggested that other opportunities for Ted to continue volunteering with the club be explored. One suggestion was to see if he would like to become a Monitor. It was also suggested that the board let Ted “write his own ticket” as far as what role he would like to play in the club.

New Business – Alternate President: Because of the possibility that Ken might need to spend more time away from the Bay Area for family health reasons, the board discussed contingency plans. First the board discussed people who possibly might be interested in joining the board. Ken said that Leonard Sosnoski is not interested. A person named Eric who just started coming to the club recently might be interested. Ron said he would be willing to be a board member if one was needed. Other names that came us as people to consider speaking with were John Givens and Raymond Chen.

Roger suggested that Mark Harris take the position of Vice President so that he could assume the duties of President if Ken needed to be absent for a prolonged period, but Mark declined. A motion was made to make Roger both Secretary and Vice President. The motion was passed unanimously. A motion was made to make Ron an alternate board member. The motion was passed unanimously.

New Business – Petty cash: The board discussed at length procedures for handling and spending petty cash, and what defines petty cash. A motion was ultimately made to authorize the President or acting President to request up to $120 per month from the Treasurer (or withdraw from the cash box) in the form of check or cash for needed purchases. The motion passed unanimously.

New Business – Bank account: The board unanimously authorized the Treasurer to open a checking account in the club’s name. The President, Vice President, and Treasurer are to all have signing authority on the account. Ken and Ron said they would work together to choose a bank.

New Business – Telephone: The board discussed the need for having a telephone number in the club’s name. Roger did not feel this was necessary, but all other board members did. The board voted to authorize Mark to attempt to switch the name on the existing telephone line to the club’s name. Mark also said he would set up an answering machine on the line.

New Business – Lease: Bob suggested that the board pass a resolution to adopt the existing lease between Mark and the present landlord. Ron, acting as the landlord, explained that the club will need to sign a new lease because all tenants in the building have been required to sign a new lease this year. Ron said that the new lease would be substantially similar to the existing one, and that he would provide a copy to Ken within a few days for review. Ron said that he would like at least four board members to sign the lease, but that no personal guarantees would be necessary. Bob said that if four board members sign the lease, then the board does not need to pass a resolution authorizing the board to sign the lease (since a majority of board members will be signing the lease anyway).

New Business – Ron’s membership status: Ron asked for clarification of his membership status in the club. He explained his recollection of a deal made with Mark some time ago and the circumstances leading up to that deal. Mark agreed with the recounting of the circumstances leading up to the deal, but disagreed on the terms of the deal itself. Now that the club is governed by a board of directors, Ron asked the board to make a decision and resolve the matter once and for all.

A great deal of discussion and debate took place on the subject. Ron stated that the decision reached by the board would not have any bearing on the terms of the new lease. A motion was ultimately made to grant Ron lifetime full membership in the club based on his past services rendered to the club. Herb, Mark, Ken, and Roger voted in favor of the motion while Bob abstained. Thus Ron was granted lifetime full membership in the club, although not by a unanimous vote of the board.

Next meeting: The date and time of the next meeting of the Board of Directors was not set. It was agreed that board members would continue on in their efforts and correspond with each other over email until such time as another meeting is felt to be necessary.

Adjournment: The meeting was adjourned at 9:10 pm.