Instant Messaging Freedom, Inc.

The minutes of the previous meeting were read and approved.

The board re-elected all officers and directors to their current position, there being no one running opposed.

The board unanimously voted to amend the by-laws to read:

The mailing address of the corporation shall be 2515 4th Ave. #1108, Seattle, Washington. The corporation may have offices within or without this state as the board may from time to time determine or the business of the corporation may require.

The board unanimously voted to amend Article IV, Section 3 of the by-laws to read:

She or he shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Corporation.

The board voted to amend Article IV, Section 1 of the by-laws to read:

Unless otherwise provided for in the Certificate of Incorporation, the Board may elect or appoint a President, one or more Vice-Presidents, a Secretary and a Treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereafter provided. All officers shall be elected or appointed to hold office until the annual meeting of the Board. Each officer shall hold office for the term for which she or he is elected or appointed and until her or his successor has been elected or appointed or qualified. Any officer may, with the approval of the Treasurer, sign all checks, drafts, notes, and order for the payment of money, as duly authorized by the Board of Directors.

The Board voted to amend Article IV Section 5 to remove the clause that read

he or he shall also sign all checks, drafts, notes, and order for the payment of money, which shall be duly authorized by the Board of Directors and shall be countersigned by the President

The board noted that its understanding of this new text requires both that the board authorize the expenditure and that the Treasurer must approve of the check being signed.

The Board voted to defer decision on conflict of interest policy, and to vote via email. Ethan reminded the Board that an email notice is required, followed by a one week deferal. Voting shall open on May 28th and close on the 31st at midnight.

Treasurer’s report:

  • 2007 accounts: We opened the year with $9,627.74, and closed the year with $7,810.64. We spent:
    • $801 on artwork
    • $775 on legal fees
    • $218.87 on credit card processing
    • $21 on bank charges
    • $1.23 on postage
  • 2008 accounts: We have spent:
    • $150 on credit card processing
    • $25 in bank feesThe treasurer believes the $25 to be erroneous, and is working with the bank to straighten this out.

The VP requests info on what the credit card processing is. The treasurer reports: The credit card processing fees were authorized so that we could readily accept donations, which we have not yet arranged as we have not yet resolved our tax-exempt status.

The books were approved.

The Board authorizes the Treasurer to open an interest bearing savings account at our current institution, Chater One/RBS Citizens Bank.

The Board adjourned.