April 13, 2014

An occasional meeting of the
RationalMedia Foundation, Inc. Board of Trustees
April 13, 2014

 All Board members were present: Alexander Davis (Director), David Gerard (Director), Jacob Murane (Director), Ian Rhile (Chairman, Director), Jason Shanfield (Secretary, Director), Trent Toulouse (Operations Manager).

Ian called the meeting to order at 4:06 PM Eastern with the following agenda:

Approval of the agenda (including changes)

  1. New business
    a. Changes to the by-laws per Trent’s draft circulated by email (included in the record as 2014-04-13 bylaws amendment (approved);
    b. Conflict of interest policy drafted last term (included in the record as 2014-04-13 COI (approved));
  2. Reports and discussion
    a. Financial report Trent’s draft circulated by email (included in the record as 2014-04-13 financial report draft).

1. Agenda

The agenda was approved by unanimous consent.

2. New Business

a. Bylaws

Trent began discussion of the proposed amendments. The Vice Chair position has never been filled. He believes it duplicates functions of the Chair role that the Board can delegate as necessary and should be removed from the bylaws. Trent proposes amending the bylaws to add a treasurer as an officer level position. Jacob has been helping with accounting issues. An official treasurer would have access to the Foundation’s bank account, including records and funds. Trent believes this would solve the problem of the account becoming inaccessible if, as the only person with access, is unavailable.

The Board had discussion on the proposed amendments to the bylaws. David asked about the immediate ramifications of the amendment. Trent responded that we would need to switch banks to one with branches in each state and that he is currently researching the issue. Jacob responded that fees for minimum required balances is an additional concern when choosing a bank.

Ian called for a vote: the motion to amend the bylaws according to the draft language circulated by Trent (included in the record as 2014-04-13 bylaws amendment (approved)) passed by unanimous vote.

 b. New Treasurer Position Vacancy

Trent nominated Jacob to fill the newly created treasurer position. Seconded.

Ian called for a vote: Jacob voted treasurer unanimously.

c. Conflict of Interest Policy

Trent began discussion of the proposed Conflict of Interest Policy. It is necessary for our 1023 application for official determination of 501(c)(3) status by the IRS Commissioner. Trent circulated the draft various Board members drafted last term. Trent discussed timing issues and income thresholds.

The Board had discussion on the proposed Conflict of Interest Policy. Jason mentioned that official 501(c)(3) status is necessary under certain states’ law to get state tax exemption and that it would be helpful to donors to have an official tax letter. Trent mentioned that other not-for-profits would be more likely to donate and grant money to the RMF if we had official determination. David asks about impact of 1023. The board already voted that the 1023 application would be drafted and/or supervised by an attorney. Trent mentions that he has an attorney in mind.

Ian called for further discussion. There was none.

Ian called for a vote: the motion to adopt the draft Conflict of Interest Policy circulated last term and again by Trent (included in the record as 2014-04-13 COI (approved)) passed by unanimous vote.

3. Reports and Discussion

a. Financial Report

Trent reported to the Board on the status of the previous fundraiser and discussed the report he circulated by email (included in the record as 2014-04-13 financial report draft). Trent was able to secure the RMF a substantial discount on server charges by prepaying a year’s fees to Linode. Recurring server charges are the RMF’s largest fixed cost — there will be no more Linode fees beyond those necessary for additional resources to accommodate a traffic spike, etc., for the next 12 months. Trent extended all domain name registrations for 5 years.

Jacob is now using online accounting software form Xero.com, which costs $27/month.

b. Hovind and Matthews Lawsuits

1. Hovind — Nothern District of Florida

David previously circulated a copy of the motion Hovind filed requesting to add the RMF as a defendant, where the Foundation was previously only being sued by its previous legal name, the RationalWIki Foundation. Jason reported that Hovind has not had summons issued, therefore the RMF has not been served with process.

2. Otis Matthews — Eastern District of Virginia

Jason reported that Matthews has not paid his filing fee or been granted leave to proceed in forma pauperis (required if one cannot afford the entire filing fee). Matthews has not had summons issued, therefore the RMF has not been served with process.

3. Counsel

Jason reported that he has been in contact with a attorney at Public Citizen, Paul Alan Levy, who has substantial experience with Internet free speech issues, including Section 230 of the Communications Decency Act. Mr. Levy put Jason in contact with a law professor in Florida who teaches Internet speech issues. Trent contacted the Electronic Frontier Foundation and obtained its referral list for Virginia and Florida attorneys with experience with Internet speech issues. Jason contacted several of the attorneys. The substance of these conversations with attorneys is attorney-client privileged and not included in these minutes.

David asked what happens next time we get sued. Trent mentioned that there are certain types of parties to be more or less concerned about and that editors should be proactive about addressing legitimate complaints.

c. Going Forward

Trent is using the RationalMedia.org website to publish RMF documents, rather than putting them on RationalWiki. Trent mentions that he might also implement a voting system for Board elections on the website.

Chairman Rhile closed the meeting by unanimous consent at approximately 4:50 Eastern.