Minutes of the WAOE Emergency Board of Directors' Meeting
of 17 December 2010 to 11 February 2011
1. Call to order
* President Bowskill gave notice to all members on December 14, 2010 of calling this Emergency Board Meeting.
* President Bowskill called the meeting to order on December 17, 2010 at 1:52 Pacific Time.
2. Roll Call of attending members
(The five elected WAOE Directors are eligible to vote. Other Board members are observers.)
* Directors indicating by e-mail to the Board list that they can read and respond to the proceedings: President Bowskill, Vice-President Dittmar, Executive Secretary Ibrahim, Membership Chair Sharma, and Treasurer Holmwood (indicated through a Google Docs form).
* Board observers also present: Agent for Service of Process in California Seehafer (also through Google Docs), Observer Prof. Donohue-Lynch, Observer Dr. Potter, President Emeritus McCarty (also through Google Docs), and Cyber-Parliamentarian Warner (also through the Google Docs form).
* With all five voting Directors present at this Board meeting, President Bowskill declared that there is a quorum to conduct a valid meeting.
3. Acceptance of the Minutes of the last meeting (insofar as available)
* President Bowskill called for any minutes from the last meeting. * President Emeritus McCarty suggested that past Board meeting minutes are available at: http://waoe.org/organization/ABM2006.html and added that all Board messages of subsequent meetings and other discussions are archived and accessible to Board members at: http://groups.google.com/group/waoe-board/
* President Bowskill moved to accept the Minutes and called for the motion to be seconded. * Treasurer Holmwood seconded the motion. * Membership Chair Sharma voted in favor of the motion. * President Bowskill clarified that generally in WAOE the President declares that a motion has been made and seconded, and if there is no further discussion or amendments, the motion passes after 24 hours. More time can be given in the case of unwinding the organization as an NPO.
* On 24 January 2011 President Bowskill declared this motion to accept past minutes passed.
4. Directors' reports
* Treasurer Holmwood: "At present we have US $1423.31 in the bank account, and no new income for the past few years. We also need to consider the costs of keeping the website going. I believe that the ISP is paid for until at least end of 2011 and costs around $167 US for 2 years. Also the web address that we have [waoe.org] is paid for until 2013 [$60 US for 5 years]. These prices will no doubt change in the future. We need to consider if we are going to keep the web address/ISP in the future and how we are going to pay for them. Once we decide what to do with the money it will be easy enough to send it on to any other organization[s]. Closing out the WAOE account here in Canada should also not be a problem, and there are no charges to do so."
* President Emeritus McCarty believes that the ISP is paid through part of 2012 and the domain name through part of 2015, but not until 2012 will the ISP accept payment for further years.
5. Old Business - none
6. New Business - Motion to relinquish WAOE's California NPO status
* Moved by Membership Chair Sharma, who called for a second of the motion. * Motion seconded by Executive Secretary Ibrahim. * President Bowskill called for further discussion. * After giving time for discussion and possible amendments, President Bowskill called for a vote on this motion.
* Voted to pass the motion: President Bowskill, Vice-President Dittmar, Executive Secretary Ibrahim, Treasurer Holmwood, and Membership Chair Sharma.
* On 27 January 2011 President Bowskill declared this motion to relinquish WAOE's NPO status passed.
* Agent for Service of Process in California Seehafer indicated what procedures need to be done to satisfy State and Federal requirements to unwind the organization as an NPO.
* Executive Secretary Ibrahim asked if passing signed documents by fax would be acceptable. (Regular mail can be used if there is no affirmative answer to her question.)
* President Bowskill asked the Agent for Service of Process in California Seehafer if, to avert fines, our mandate could be indicated to California to claim that WAOE decided to unwind in 2010. The general membership has been consulted and found in consensus with the Directors, who are unanimous in this decision.
7. Discussion items - Necessary actions as a result of NPO unwinding
- Charity donation of remaining funds
* Treasurer Holmwood: "I move To donate WAOE's remaining funds, after any reimbursements, to the Wilmina Children's Ward of Chandraghona Hospital near Chittagong, Bangladesh, and that said funds be administered by Osaka Jogakuin College in Japan." (The head doctor is expected to acknowledge receipt of the donation and briefly report how it is to be used.)
* Membership Chair Sharma seconded the motion. * President Bowskill: "I call for comments or discussion on the proposed issue. If there are none after 24 hours, then I will declare the motion passed." * President Bowskill (4 February 2011): "I am pleased to declare the motion regarding funds passed."
* President Bowskill further called for any claims for reimbursements, providing details, to be settled before donating all of WAOE's remaining funds to the hospital in Bangladesh. (Some officers have evidently paid for WAOE expenses without making any such claims. Subsequently, no one made a claim for reimbursement, allowing all the remaining funds to go to charity).
- Maintaining WAOE's Web presence
* President Emeritus McCarty offered to coordinate WAOE's future Internet services, which would need our donations.
- How to reconstitute the organization
* President Emeritus McCarty suggested a second online constitutional convention to reestablish how WAOE will function as a global virtual organization.
* Treasurer Holmwood moved to adjourn the meeting. * Membership Chair Sharma seconded th motion. * President Bowskill called for any further discussion. * After more than a day had passed, President Bowskill declared the meeting adjourned, on 11 February 2011.
(All the exact discussions that took place at the meeting can be quoted by Board list members from the WAOE-Board archives of Google Groups.)
Minutes respectively submitted by Steve McCarty on behalf of the Executive Secretary
Addenum 1: Amount and recipient of WAOEfs remaining funds
* The WAOE Treasurer is to close the US dollar account based in Vancouver, Canada, donating all the balance of US $1423.31 less wire transfer fees to the following charitable organization:
* Social Health & Education Development Board - Bangladesh Baptist Church Sangha,
33, Senpara Parbata Mirpur -10, Dhaka-1216, Bangladesh
* for the Christian Hospital and Christian Leprosy Center,
Chandraghona, Rangamati Hill Tracts, Bangladesh
Medical Director: Dr. M. Stephen Chowdhury
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