From: Jenna Seehafer (seehafer@csus.edu)
Date: Sunday, April 04, 1999 09:12 AM

Inasmuch as WAOE does not have sufficient funds to open a corporate account in its own name, I move that it be
RESOLVED, that the funds of the World Association for Online
Education be deposited in a checking and savings account with the
Golden 1 Credit Union in Sacramento.
 
 
RESOLVED FURTHER, that the Treasurer of the World Association for
Online Education be and hereby is authorized and directed to establish
an account in her name with said credit union and to deposit the funds of
this corporation therein.
 
 
RESOLVED FURTHER, that any officer, employee or agent of the World
Association for Online Education be and is authorized to transfer funds to
this account, but only for the purpose of deposit.
 
 
RESOLVED FURTHER, that all checks, drafts and other instruments
obligating the World Association for Online Education to pay money
shall be signed on behalf of this corporation by the Treasurer, and in
the event of the Treasurer's death will be sent to the President of WAOE,
Steve McCarty in Japan, and the account shall be closed.
 
 
RESOLVED FURTHER, that the President shall first give his approval
prior to the Treasurer signing any checks, drafts and other instruments
obligating the World Association for Online Education to pay more than
$200 (US).
 
 
RESOLVED FURTHER, that said credit union be and hereby is
authorized to honor and pay all checks and drafts of the World
Association for Online Education signed as provided herein.
 
 
RESOLVED FURTHER, that the authority hereby conferred shall remain
in force until revoked by the Board of Directors of the World Association
for Online Education and until written notice of such revocation shall
have been received by said credit union.
 
 
RESOLVED FURTHER, that the Executive Secretary of the World
Association for Online Education be and hereby is authorized to certify
as to the continuing authority of these resolutions and the person
authorized to sign on behalf of the World Association for Online
Education.
Is there a second?

Jenna Seehafer
Director, World Association for Online Education
Treasurer, World Association for Online Education
Rio Linda, California
 

 

From: Steve McCarty (steve@kagawa-jc.ac.jp)
Date: Sunday, April 04, 1999 09:14 AM

Regarding the agenda item of WAOE's BANKING, is there any discussion or motions on this topic?
 

From: Mihkel Pilv (info@miksike.ee)
Date: Saturday, April 03, 1999 04:17 AM

Yes, there is a second.
Only what (in order to handle problems we have with exchanging small amounts of currency )
What if we also write that WAOE directors and representatives can open local bank accounts for WAOE after Financinal Committee and President of WAOE have approved this...?
Control over these accounts remains under treasurer.

From: David Wyatt (dwyatt@camtech.net.au)
Date: Saturday, April 03, 1999 09:56 PM I support the motion, as seconded by Mihkel, but with the proviso that Mihkel's proposal to operate some separate accounts under the authority of the Treasurer is acceptable not only to Jenna but also in terms of WAOE's legal standing and responsibilities under Californian law governing our incorporation as a non-profit organisation.
As the wording of the motion therefore will need some amendment before it is formally put to the question, may I also request that the last section of the motion - referring to the role of the Executive Secretary - be tightened a little to remove some possible ambiguity of interpretation. As the wording stands, it could be read that the Executive Secretary is authorised only to authorise someone else to sign on behalf of the World Association for Online Education, whereas I take it that the intention is to give the Executive Secretary power to sign in the event that the Treasurer is unable to do so. This makes eminent sense to me as a procedure.
On the other hand, the wording could be read that the intention is to give the Executive Secretary power to delegate the signing role, but not (by inference) to him- or herself. If that is being proposed, I would argue against the exclusion.

David Wyatt, Director: World Association for Online Education
Adelaide, South Australia

From: Jenna Seehafer (seehafer@csus.edu)
Date: Sunday, April 04, 1999 03:06 AM

I would recommend that we take up Mihkel's suggestion as a major agenda item in our next Planning and Finance Committee because it will require some research into tax laws both in the US and in the countries where alternative bank accounts might be opened. We would also have to have a "treasurer's assistant" or a director who lives near each bank tending each of those accounts with the power to receive and transfer money. The PFC could look into this and call for a Director's ballot or special meeting on the matter, should it appear to be a workable way around currency exchange problems. This would need to be taken up before the Annual Meeting since dues/donations/fees would be due immediately after it, and the mechanism for receiving them would have to be in place. Therefore, I would like to send Mihkel's suggestion to committee (PFC) for further work and eventual recommendation to the Board about the feasibility of multiple international accounts.
As to David's questions about what the Executive Secretaries powers are, that part of the resolution is saying that since the rest of the resolution is only valid until revoked by at least two directors, the Executive Secretary is responsible for certifying that the resolution is in force at any point and time. While it is in effect, he will fill out a certification form saying it is in effect. If it is revoked, he will fill out a certification form saying it has been revoked. These certifications will be posted online by date, and a signed original will be kept in the Corporate Records binder. I 'm willing to accept a clearer way to say this, if someone will offer a friendly amendment.
The Golden 1 accounts cannot be countersigned except by a member of Golden 1 who is also listed on the account and who signs onto the account in person (it is a membership organization like WAOE is, and I am a member; but most WAOE members would not qualify at this time. I have not yet proposed to the Golden 1's board of directors that WAOE members be included as members eligible to join Golden 1 because Golden 1's ability to transfer funds without substantial fees and to accept foreign currency in practice was not as advertised, and I think we can do better once we have a high enough balance to open a standard corporate account at a bank.)
We should eventually open an ordinary bank account in WAOE's name that allows countersignatures and would allow the directors to shut down the account should something go wrong by writing to the bank as representatives of WAOE. Some banks will send signature cards by ordinary mail for distant co-signers so that they do not have to appear in person; once we have enough funds to avoid the fees for such bank accounts, I think we should open one in WAOE's name. In fact, we will not be able to follow the financial procedures required by the Bylaws until we do open an account in WAOE's own name. But in the meantime, WAOE must keep what funds it has somewhere. I see the credit union account as first step in eventually fulfilling the requirements of the Bylaws. And we need the approval of the directors to keep that account open.

 
Jenna Seehafer
Director, World Association for Online Education
Treasurer, World Association for Online Education
Rio Linda, California

From: Mihkel Pilv (info@miksike.ee)
Date: Sunday, April 04, 1999 06:12 AM

I support Jenna's suggestion to discuss WAOE international bank accounts issues during the next PFC meeting.
Thanks for your time and sunshine,

Mihkel Pilv

From: David Wyatt (dwyatt@camtech.net.au)
Date: Sunday, April 04, 1999 10:12 PM

Thank you, Jenna, for your very detailed and thorough explanation of the legal/financial situation. I would like to make two comments (with the aim of closing discussion, rather than extending it!)
1. Since Mihkel agrees with Jenna's recommendation that the matter of multiple accounts be referred to the PFC, I believe that action may now be taken without the need for any formal motion. Perhaps the Chair would now confirm that the matter will be referred as recommended?
2. Given Jenna's clarification, I do not think there is any need to formally amend the last part of the motion on Banking. However, I would ask that a clear reference or pointer to the clarification statement from Jenna's post (ie as quoted below) be placed following or adjacent to the motion in the Corporate Record Book.

David Wyatt
Director: World Association for Online Education
Adelaide, South Australia

From: David Wyatt (dwyatt@camtech.net.au)
Date: Sunday, April 04, 1999 10:28 PM

My apologies to the meeting. I posted my previous message without stopping to quote the particular section of Jenna's clarification re the Executive Secretary's responsibilities. The section I wish to have linked with the final part of the motion on Banking is as follows:
As to ... what the Executive Secretary's powers are, that part of the resolution is saying that since the rest of the resolution is only valid until revoked by at least two directors, the Executive Secretary is responsible for certifying that the resolution is in force at any point and time. While it is in effect, he will fill out a certification form saying it is in effect. If it is revoked, he will fill out a certification form saying it has been revoked. These certifications will be posted online by date, and a signed original will be kept in the Corporate Records binder.

David Wyatt, Director: World Association for Online Education
Adelaide, South Australia

From: Steve McCarty (steve@kagawa-jc.ac.jp)
Date: Monday, April 05, 1999 12:41 AM

Eligible directors please vote on the following resolution:
"RESOLVED, that the funds of the World Association for Online Education be deposited in a checking and savings account with the Golden 1 Credit Union in Sacramento.
RESOLVED FURTHER, that the Treasurer of the World Association for Online Education be and hereby is authorized and directed to establish an account in her name with said credit union and to deposit the funds of this corporation therein.
RESOLVED FURTHER, that any officer, employee or agent of the World Association for Online Education be and is authorized to transfer funds to this account, but only for the purpose of deposit.
RESOLVED FURTHER, that all checks, drafts and other instruments obligating the World Association for Online Education to pay money shall be signed on behalf of this corporation by the Treasurer,
and in the event of the Treasurer's death will be sent to the President of WAOE, Steve McCarty in Japan, and the account shall be closed.
RESOLVED FURTHER, that the President shall first give his
approval prior to the Treasurer signing any checks, drafts and other instruments obligating the World Association for Online Education to pay more than $200 (US).
RESOLVED FURTHER, that said credit union be and hereby is
authorized to honor and pay all checks and drafts of the World Association for Online Education signed as provided herein.
RESOLVED FURTHER, that the authority hereby conferred shall@remain in force until revoked by the Board of Directors of the World Association for Online Education and until written notice of such revocation shall have been received by said credit union.
RESOLVED FURTHER, that the Executive Secretary of the World Association for Online Education be and hereby is authorized to certify as to the continuing authority of these resolutions and the person authorized to sign on behalf of the World Association for Online Education."
A clarification the last section was provided as follows:
"As to ... what the Executive Secretary's powers are, that part of the resolution is saying that since the rest of the resolution is only valid until revoked by at least two directors, the Executive
Secretary is responsible for certifying that the resolution is in force at any point and time. While it is in effect, he will fill out a
certification form saying it is in effect. If it is revoked, he will fill out a certification form saying it has been revoked. These certifications will be posted online by date, and a signed original will be kept in the Corporate Records binder."

From: Jenna Seehafer (seehafer@csus.edu)
Date: Monday, April 05, 1999 02:00 AM

In favor of the motion

Jenna Seehafer
Director, World Association for Online Education
Treasurer, World Association for Online Education
Rio Linda, California

From: David Wyatt (dwyatt@camtech.net.au)
Date: Monday, April 05, 1999 12:06 PM

I support the motion.

David Wyatt, Director: World Association for Online Education
Adelaide, South Australia

From: Brian Donohue-Lynch (qv_blynch@apollo.commnet.edu)
Date: Monday, April 05, 1999 12:17 PM

I support this motion.

Brian Donohue-Lynch
Executive Secretary, WAOE
Danielson, CT

From: Mihkel Pilv (info@miksike.ee)
Date: Monday, April 05, 1999 01:48 PM

I support the motion.
Mihkel Pilv
Vice-President, WAOE

From: Steve McCarty (steve@kagawa-jc.ac.jp)
Date: Monday, April 05, 1999 10:54 PM

The motion passes unanimously, 4-0.

Steve McCarty
Director, World Association for Online Education
President, World Association for Online Education
Kokubunji, Kagawa, Japan