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ISECCo Update: Minutes, 1991 Annual Meeting of Members
ISECCo Annual Meeting of Members
April 14, 1991
19:30 Meeting called to order. Ray R. Collins, President, presiding.
19:47 motion moved to accept "First CELSS". Debi ,Ray
Discussion re: changing 2 of the bylaw articles; each article
must be reviewed at least ten years after it was included with
an expiration date explicitly stated in the article. since all
the articles currently in the bylaws were created at the same
time we are starting to consider a couple at a time. The
two under consideration are Article III: Membership and Article
IV: Meeting of Members. See appendix B. for the entire Articles.
These changes are to be presented to the board of directors
for acceptance.
Article III: Membership
Change the lowest membership level from "Free Association:"
to "Interested Observer:". In the second sentence
change "It is designed for those..." to "It
is a non-voting status for members...". In the third
sentence change "$5 (to defray printing..." to
"A nominal fee (to defray printing...". At the end
of the third sentence the words "for 10 years", are
deleted. Under Colonist:, first sentence delete the word
"essentially". Delete the last line about contributions
over $24,000 or 3,000 man-hours. Remove the Benefactor: category
entirely. Include a new category called Corporate Sponsor:.
It will read "the corporate rights and privileges
will be considered on an individual basis".
Article IV: Meeting of Members
Section 1), sentence 1: change the meeting date from "the month of January" to be "the first 6 months of the calendar year".
Section 5), sentence 1: change "quorum shall be the members..."to
be "quorum shall be the voting members...".
Discussion re: general and organizational secretaries,
as President, Ray appoints Debi-Lee Wilkinson as both secretaries
as described in Article VI: Officers of the corp. bylaws.
Newsletter:
Not done yet, it's on high priority and a lot of it still
needs to be written.
Ray will be giving a slide show of his trip to India, date TBA,
all are invited!
Appendix A; End notes:
Appendix B; Bylaw changes
Old wording:
Article III: Membership
The following are descriptions of the types of Members which ISECCo. recognizes:
Free Association: This is the lowest level anyone can be who
is associated with ISECCo. It is designed for those who are
only slightly interested in space but are interested in following
our progress. $5 (to defray printing and postage) is required
for a newsletter subscription for 10 years.
Contributor: A contributor must donate between $8 and $120
a year, work between 1 and 15 man-hours a year, or any combination
equaling the same.
General: A General Member donates between $121 and $800 a year
or contributes more than 15 and less than 100 man-hours of labor
a year, or any combination equaling the same.
Supporter: A Supporter must contribute between $801 and $10,000
or do between 100 and 250 man-hours of labor a year, or
any combination equaling the same.
Colonist: A colonist is essentially a full-time worker
or donating substantial amounts of cash to our space efforts.
The minimum to be a Colonist is an annual donation of $10,001
or working more than 1,250 man-hours, or a combination.
Any contributions exceeding $24,000 or 3,000 man-hours
will be considered as a Benefactor donation, though the Colonist
status may be maintained as long as any donations exceeding the
maximums are applied to the Benefactor Membership.
Benefactor: A benefactor will receive the same rights
and privileges as allowed to the Colonist Member, unless additional
rights and privileges are granted to the Benefactor by a waiver
of the Board of Directors or their appointee(s).
Null: A null member is one who has dropped out; having
not maintained any level of membership for more than a year, or
those Members who have moved and left no forwarding address.
Persons classified as either Free Associates or Null Members as of the record date for any Meeting of Members shall not receive any balloting or membership forms for that meeting nor shall they be entitled to vote. These members may not, however, be excluded from said meeting.
In determining membership status donations by any one person may not be transferred to the donation records of another person unless: (1) The donation was designated as a "gift" donation at the time of donation and the person to whom the donation is to be credited was specified or (2) A waiver is granted by the Board of Directors or their appointee(s).
Article III is amended to meet the IRS requirements for
a tax-exempt organization on 09/15/88; Article III is further
amended to clarify wording on January 27, 1989.
Article IV: Meeting of Members
1) A general meeting of Members shall be held annually during the month of January. This meeting shall be for the purpose of electing directors, ratification of any newly appointed corporate officials, and performing any corporate business which the board of directors deems necessary and appropriate.
2) All meetings of Members shall be held either at the registered office ISECCo. in the State of Alaska, or at such place as the President of ISECCo. shall deem to be convenient.
3) A special meeting of Members may be requested by the President or the Board of Directors or 10% of the voting members. The order for a special meeting must be submitted in writing to the General Secretary, whose duty it will be to schedule the meeting and notify the Members of the meeting, which must be held within 60 days of the receipt of the request for meeting.
4) Notice of the time, place, record date and purpose of the annual and special meetings shall be given by mailing a written or printed notice of the same at least ten days prior to the meeting, with the postage prepaid, to each Member, addressed to his last known address. The notice shall be deemed to be delivered when deposited in the United States mails, given in person, or when properly entered into the appropriate computer mail system.
5) A quorum shall be the members, or their proxy, consisting of ten percent of those eligible votes as of the record date of said meeting. If a quorum is not present at any meeting, a majority of the Members present may adjourn the meeting without further notice.
Business may be transacted at a meeting at which a quorum does not exist if the business performed is ratified by mail-in ballot; however at least ten percent of the eligible votes must respond to the mail-in ballot on said business.
6) At any meeting of Members, a Member entitled to vote may vote by proxy executed in writing by the Member or by his duly authorized attorney. No proxy shall be valid after three months from the date of its execution, unless otherwise provided for in the proxy.
Article IV is amended to meet the IRS requirements for
a tax-exempt organization on 09/15/88; Article IV is further
amended to clarify wording on January 27, 1989.
New wording:
Article III: Membership
The following are descriptions of the types of Members which ISECCo. recognizes:
Interested Observer: This is the lowest level anyone can be who is associated with ISECCo. It is a non-voting status for members who are only slightly interested in space but are interested in following our progress. A nominal fee (to defray printing and postage) is required for a newsletter subscription.
Contributor: A contributor must donate between $8 and $120 a year, work between 1 and 15 man-hours a year, or any combination equaling the same.
General: A General Member donates between $121 and $800 a year or contributes more than 15 and less than 100 man-hours of labor a year, or any combination equaling the same.
Supporter: A Supporter must contribute between $801 and $10,000 or do between 100 and 250 man-hours of labor a year, or any combination equaling the same.
Colonist: A colonist is a full-time worker or donating substantial amounts of cash to our space efforts. The minimum to be a Colonist is an annual donation of $10,001 or working more than 1,250 man-hours, or a combination.
Corporate Sponsor: The rights and privileges of these members will be considered on an individual basis.
Null: A null member is one who has dropped out; having not maintained any level of membership for more than a year, or those Members who have moved and left no forwarding address.
Members classified as either Interested Observers or Null Members as of the record date for any Meeting of Members shall not receive any balloting or membership forms for that meeting nor shall they be entitled to vote. These members may not, however, be excluded from said meeting.
In determining membership status donations by any one person may not be transferred to the donation records of another person unless: (1) The donation was designated as a "gift" donation at the time of donation and the person to whom the donation is to be credited was specified or (2) A waiver is granted by the Board of Directors or their appointee(s).
Article III is amended to meet the IRS requirements for
a tax-exempt organization on 09/15/88; Article III is further
amended to clarify wording on January 27, 1989. This article
was reviewed in the Annual Meeting of Members on 4/14/91, and
was amended to clarify wording and to modify membership requirements
to match ongoing corporate practices at the 4/20/91 Director's
meeting.
Article IV: Meeting of Members
1) A general meeting of Members shall be held annually during the first 6 months of every calendar year. This meeting shall be for the purpose of electing directors, ratification of any newly appointed corporate officials, and performing any corporate business which the board of directors deems necessary and appropriate.
2) All meetings of Members shall be held either at the registered office ISECCo. in the State of Alaska, or at such place as the President of ISECCo. shall deem to be convenient.
3) A special meeting of Members may be requested by the President or the Board of Directors or 10% of the voting members. The order for a special meeting must be submitted in writing to the General Secretary, whose duty it will be to schedule the meeting and notify the Members of the meeting, which must be held within 60 days of the receipt of the request for meeting.
4) Notice of the time, place, record date and purpose of the annual and special meetings shall be given by mailing a written or printed notice of the same at least ten days prior to the meeting, with the postage prepaid, to each Member, addressed to his last known address. The notice shall be deemed to be delivered when deposited in the United States mails, given in person, or when properly entered into the appropriate computer mail system.
5) A quorum shall be the voting members, or their proxy, consisting of twenty percent of those eligible votes as of the record date of said meeting. If a quorum is not present at any meeting, a majority of the Members present may adjourn the meeting without further notice.
Business may be transacted at a meeting at which a quorum does not exist if the business performed is ratified by mail-in ballot; however at least twenty percent of the eligible votes must respond to the mail-in ballot on said business.
6) At any meeting of Members, a Member entitled to vote may vote by proxy executed in writing by the Member or by his duly authorized attorney. No proxy shall be valid after three months from the date of its execution, unless otherwise provided for in the proxy.
Article IV is amended to meet the IRS requirements for
a tax-exempt organization on 09/15/88; Article IV is further
amended to clarify wording on January 27, 1989. This article
was reviewed in the Annual Meeting of Members on 4/14/91,
and was amended to suit ongoing corporate practices at the
4/20/91 Director's meeting.
FURTHER:
We would very much like to receive suggestions for a name
for the biosphere. If we fail to get a reasonable name it
is likely we will end up calling it the First CELSS by default!
Please take special note of the by-law change affecting
membership. This will effectively reduce our voting membership
by about 1/3. If you are a person whose status is reduced
to 'Interested Observer' we would be very interested in having
you maintain your voting membership by an annual donation of
$8 or more.
ON OTHER MATTERS:
Our garden is begun, and the greenery is beginning to crawl all over the windowsill! The HUGE quantities of snow that fell over the winter are almost gone, and in another week or 10 days we will be plowing the garden.
This summer we will be doing sizing experiments: we will be planting an area the same size & shape as one floor of the biosphere, to determine how much area we will need planted. The minimum amount of food we need to grow is 1.5 months worth in our 80 square meters (850 sq. foot) area; if we get more then we will know that the area is too big and the entire space should not be planted.
This summer our activities are going to be limited to gardening & fish because we lack the funds (see treasurer's report above!) for anything more.
Those of you who would like more information, feel free to drop
me a note via BITNET at FSRRC@ALASKA or via the postal system at
the address below. Please include a postal mailing address for
all initial correspondence--we occasionally have letters whose
computer return address fails for one reason or another.
--Ray :: President, ISECCo
:::The International Space Exploration and Colonization Company:::
:::P.O. Box 60885::Fairbanks::Alaska::99706:::
Researching and Developing
space oriented technology for the
betterment of mankind.