MINUTES OF FIRST MEETING OF BOARD OF DIRECTORS  

a California Nonprofit Public Benefit Corporation

The Board of Directors of World Association for Online Education (WAOE), a California nonprofit Public Benefit corporation, began its first meeting on April 1, 1999 at 6:45 P.M. (PST) online at a bulletin board (http://www2.ec.erau.edu:8080/~waoe) accessible to all directors and interested members through the World Wide Web. Written waivers of notice were signed by all of the directors.

The following directors, constituting a quorum of the full board, were present at the meeting:

Steve McCarty, Director/ President


Mihkel Pilv, Director / Vice President


Brian Donohue-Lynch, Director / Executive Secretary


Jenna Seehafer, Director/ Treasurer



David Wyatt, Director/ Membership Officer

None were absent.

The directors each affirmed their acceptance of their position on the board and their roles as officers of the World Association for Online Education. Thereafter, the President assumed the role of Chairperson of the Meeting. The Executive Secretary assumed the role of secretary of the meeting.

In addition, Michael Warner was counted present, and acted as Cyber Parliamentarian for the duration of the meeting.

The Chairperson announced that the meeting was held pursuant to written waivers of notice signed by each of the directors. Upon a motion duly made, seconded and unanimously carried, the waivers were made a part of the records of the meeting; it now precedes the minutes of this meeting in the Corporate Records Book.

There was then presented to the meeting for adoption a proposed sets of Bylaws of the World Association for Online Education. The Bylaws were considered and discussed and, on motion duly made and seconded, it was approved

RESOLVED, that the Bylaws presented to this meeting are adopted as the Bylaws of the World Association for Online Education.

RESOLVED FURTHER, that the Executive Secretary insert a copy of the Bylaws in the Corporate Records Book and see that a copy of the Bylaws is kept at the World Association for Online Education's principal office as required by law.

The Chairperson announced that, upon application previously submitted to the California Franchise Tax Board, the World Association for Online Education was determined to be exempt from payment of state corporate franchise taxes as a Charitable/Educational organization under Section 23701(d) of the California Revenue and Taxation Code per Franchise Tax Board determination letter dated November 17, 1998. The Chairperson also announced that, upon application previously submitted to the Internal Revenue Service, the World Association for Online Education has requested exemption from payment of federal corporate income taxes as a Charitable organization under Section 501(c)(3) of the Internal Revenue Code. The Internal Revenue Service determination of exemption and the World Association for Online Education’s classification as a public charity is pending.

The Chairperson then presented a true copy of state tax-exemption determination letter, and the Secretary was instructed to insert these documents in the Corporate Records Book.

The Chairperson then announced that the next item of business was the ratification of appointed officers and the assignment of duties. Upon motion, the following persons were unanimously ratified as officers:

Michael Warner, Cyber Parliamentarian

(List of duties)__________

Mary Ellen Nourse, Publicity Coordinator and Public Information Committee Officer

(List of duties)__________

Julia Keefer, WWW Journal of Online Education (JOE) Editor

Each officer who was present accepted his or her office.

The Chair of the Board then announced the names of the appointed committee chairs and the assignment of duties within each committee. Upon motion, second, and unanimous vote, the list of committee chairs and each assignment of duties is included in these minutes:

Michael Warner, Online Parliamentary Procedures Committee Chair

(List of duties) __________

Katherine Watson, Research and Publications Committee Chair

(List of duties)__________

Dr. Kinshuk, Online Educator Development Committee Chair

(List of duties)__________

Terry Calhoun, Affiliate Liaison Committee Chair

(List of duties)__________

Nicholas Bowskill, Online Academic Conference Committee Chair

(List of duties)__________

Robert Luke, Web Development Committee Chair

(List of duties)__________

Each committee chair who was present accepted his or her committee assignment.

There followed a discussion concerning the compensation to be paid by the World Association for Online Education to its officers. Upon motion duly made and seconded, it was unanimously

RESOLVED, that

WAOE shall not pay salaries or other remuneration or make reimbursements for expenses to Directors or other office holders or members prior to the determination of budgeted income and expenditure for the period July 1 1999 to June 30 2000;
and
That such payments shall be subject to the adoption by not later than the end of August 1999 of policy and procedure regarding salaries, remuneration and reimbursement of expenses, including a commitment to annual review of the policy and procedure and schedule of payments.

After discussion as to the exact location of the World Association for Online Education's principal office for the transaction of business in the county named in the Bylaws, upon motion duly made and seconded, it was

RESOLVED, that the principal office for the transaction of business of the World Association for Online Education shall be at 432 K Street in Rio Linda, California, 95673.

The board next took up the matter of issuance of memberships in the World Association for Online Education. Upon motion duly made and seconded, it was unanimously

RESOLVED, that WAOE continue to have two kinds of "membership." But only one is "membership" of the sort that corporate law recognizes as "membership" when it calls a nonprofit corporation a "membership corporation." Once someone fills out the online membership form and subscribes to the two main email listserves, that person becomes an
"associate member" who may participate in discussions and receive the newsletter and is welcome to participate in WAOE
activities and public benefits to the extent that person wishes to. There are no qualifications for becoming an associate member of WAOE and no responsibilities beyond observing email etiquette, paying any required fees or dues, and updating one's registration form each year.
To become a full member in the legally recognized sense,
eligible to be elected to the board, appointed to a committee or as an officer, or eligible to vote on organizational issues that members govern, the associate member must send a message [AMENDED: to be received by the WAOE Membership Chair] asking to become a voting member and agreeing to participate and assume the responsibilities of members (which would include attending members' meetings or sending proxy votes, voting on members' ballots, actively participating in one or more WAOE committees, OCREWs, WAOE sponsored projects, or other voluntary services for WAOE, or agreeing to develop, sponsor, or host online resources),"
AND:
"RESOLVED that the World Association for Online Education for the time being recognises two categories of membership namely, associate membership and voting membership, with the latter category being the equivalent of membership as defined by corporate law in California.
RESOLVED FURTHER that the substantive text of the first two paragraphs of Jenna Seehafer's post regarding Issuance of Memberships dated April 2 1999 be recorded in the Corporate
Record Book as the official definitions of the associate and voting categories of membership.
RESOLVED FURTHER that applications for registration as associate members of the Association and applications to be recognised as voting members be received officially by the Membership Officer in the first instance.
RESOLVED FURTHER that the Coordinating Ring seek the advice of the Affiliate Liaison Committee with a view to defining the membership categories of (1) corporate and/or sponsor member and (2) affiliate member of the World Association for Online Education.
RESOLVED FURTHER that the Membership Officer present a report to the next meeting of the Directors of the World Association for Online Education containing details of proposals on additional categories of membership.

Upon motion duly made and seconded, it was unanimously

RESOLVED, that the corporation, World Association for Online Education, accept the written plan, dated April 2, 1999 to transfer assets and debts of the predecessor unincorporated organization, also known as the World Association for Online Education, to the corporation, in accordance with the terms of said plan, a copy of which precedes the minutes of this meeting in the Corporate Records Book.

RESOLVED FURTHER, that the appropriate officers of the World Association for Online Education are authorized and directed to take such actions and execute such documents as they deem necessary or appropriate to effect the transfer of said business to the World Association for Online Education.

Upon motion duly made and seconded, it was

RESOLVED, that the funds of the World Association for Online Education shall 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. (Clarification of the meaning of this resolution is provided in the original, detailed log of the meeting.)

The Secretary presented to the meeting for adoption a proposed form of seal of the World Association for Online Education. Upon motion duly made and seconded, it was:

RESOLVED that the design of a WAOE corporate seal and logo and any other official graphics be referred to the Web Design Committee, which shall report to and seek the endorsement of the Coordinating Ring as soon as possible and by not later than the third week of June, 1999.

RESOLVED further, that the Web Design Committee should seriously consider Mihkel Pilv's proposal to open up the question of a logo for the seal and for membership forms to interested members at large.

The resolution regarding corporate certificates was tabled, for further discussion in the Ring.

LAAP PARTNERSHIP

 A report regarding a "Learning Anywhere Anytime Partnership Grant" was submitted by Director David Wyatt. After brief discussion it was unanimously

RESOLVED that the report on the LAAP Grant Proposal be accepted in the minutes of this meeting. The report is as follows:

Report on LAAP Grant Proposal
"I am pleased to report to the Directors that a preliminary proposal for a Learning Anytime Anywhere Partnership grant has been submitted by the required deadline. The project is entitled: Barrier-Free Learning: Improving Access to Online Education for the Visually Impaired. The following is an abstract of the submission:
The explosion of online learning in post-secondary and continuing education presents great opportunities, as well as barriers, to visually impaired learners. Online course developers, universities, and professionals who educate the visually impaired combine forces to compile a list of guidelines and make available a non-proprietary model for use in development and delivery of online learning systems with maximum accessibility for all students.
The project, if funded, will involve a partnership between the Texas Commission for the Blind (the legal applicant or official leader), MicroAssist (a software development and training company based in Texas), the World Association for Online Education and the Virginia Commonwealth University. It will take about 2.5 to 3 years. WAOE is committed to providing in-kind support to the equivalent of $US15,000 in total, and will therefore claim an equal amount as its share of the grant, since LAAP operates on a 50:50 cost share basis.
The next step in grant process is short-listing by LAAP reviewers. Short-listed partnerships will then be asked to submit much more detailed proposals, assisted by LAAP officers. I believe the final deadline will fall during June 1999.
I will provide further details to the Coordinating Ring, and place a summary in the next issue of the WAOE Electronic Bulletin."

FEES AND DUES

 After preliminary clarification by Membership Committee Chair, David Wyatt,

"extensive discussions ... occurred among the Coordinating Ring during last January [1999] about the necessity for imposing a membership subscription or fee, with provision for exemption on hardship grounds, while sustaining the WAOE ideal of volunteerism by keeping the fee low and allowing members to give service in lieu. The upshot was clear agreement, including a kind of straw vote, on the size of the fee and date of introduction, and on the necessity to work out and promulgate a clear policy and procedure on exemptions on the grounds of either hardship or service-in-lieu.
I have kept a detailed archive of the discussion and the vote. Exemptions are, of course, the subject of a separate agenda item at this meeting, and the distinction between associate membership (on payment of a fee) and voting membership is also confirmed by a separate resolution. In consistency with the firm in-principle commitment to introducing a fee already made by the process described above, I move that it be"

It was unanimously

RESOLVED that, commencing from the first of July 1999, the World Association for Online Education introduce a membership fee of $US10 per annum. Payment of which shall confer the status and privileges of associate membership of the World Association for Online Education.
RESOLVED FURTHER that the Directors of the World Association for Online Education seek the advice of the Planning and Finance Committee by not later than the end of April each year, in order to confirm the level of fee and the policy and procedure on exemptions to be applied from the next ensuing first of July.

EXEMPTIONS FROM FEES/DUES

After preliminary discussion initiated by Jenna Seehafer that sets out many of the issues involved:
"The fact that there will be exemptions from the fees is mentioned in the Bylaws. What we lack is policy stating who will process these exemptions and the criteria stating specifically how we will determine exemptions so that our decisions do not seem capricious to those who do not receive them and so that they are administered fairly.
Can we accept a statement that the member lacks the resources to pay the fee and would thus have to quit membership unless exempted?
Can we accept a statement that the member would have to pay an excessively high currency exchange fee, transfer fee, wiring fee, or postal fee (double the amount of the fee or more)? (we would lose the fee here but learn more about where there are currency exchange problems)
Can we accept a statement that the member plans to participate or already participates on one or more active committees or OCREWs instead of paying fees?
Can we assume that Ring members are exempt automatically unless they wish to pay the fee?
Can we, as directors, recognize certain members who have, on their own, contributed important materials or participated steadily in waoe-views as being eligible for exemption of fees?
Can we assume that any member who has already donated funds or services to WAOE in excess of the amount of the fees is exempt from annual fees in the next fiscal year?
Should we publish our criteria or insert a link to a checklist form of such criteria in the Membership Registration/Fee form or require an email on the member's own initiative (if so, to whom?) for consideration of exemption from fees?
Should we allow an automatic checklist on the fees form for "retired," "students," "under 18 years," "members from countries with no US currency exchange" (we could list those currently unable/unwilling to exchange their currency to US currency to send out of the country)? (This last might tell us where we would need to set up additional banking accounts to collect and relay funds.)..."

It was unanimously

RESOLVED that the Directors seek the advice of the Coordinating Ring regarding the formulation and implementation of policy and procedure on exemption of fees and dues and in so doing refer to the Coordinating Ring the post from Jenna Seehafer regarding exemption of fees and dues, together with relevant archived discussions from the WAOE-Views listserve.
RESOLVED FURTHER that a special Directors' Meeting be held by not later than the third week of May 1999 to decide policy and procedure on exemption of fees and dues, on the basis of a report from the Coordinating Ring.

POLICIES FOR SENDING DOCUMENTS REQUIRING SIGNATURES

This motion was withdrawn, and related issues were subsequently referred to WAOE Coordinating Ring for further discussion and action.

ADJOURNMENT

Dated: April 11, 1999.

[Signed copy on file at principal office.]

Brian Donohue-Lynch, Executive Secretary