The meeting was called to order at 7:10 by President Greta Thompson via the IAGenWeb chat room.

The following people were present: Barbara Hug, Vice President, Loren Toomsen, Treasurer, Isaiah Harrison and Mark Christian. Absent were Randy Dop, Sharyl Ferrall, Gail Meyer Kilgore, and Don Kelly.

Minutes of the August 28, 2004 meeting was approved and the treasurer's report was approved.

Old Business: Greta reported that the 501c3 application. I wanted to say that we've ,made substantial progress in filing the application, but it hasn't been approved yet. Greta: However, we understand that the IRS will help us fix the problems if it gets rejected.

Motion by Barbara Hug to separate the Bylaws from the Articles of Incorporation for the purpose of meeting the 501c3 application guidelines. Seconded by Loren Toomsen. Motion carried.

Greta pointed out that there were sections of the bylaws that didn't match what we are doing and also somewhat confusing. After some discussion Isaiah Harrison moved that 3 members (including Greta) be appointed to a committee to propose bylaws revisions. Barbara Hug seconded the motion. Motion carried.

New Business: Greta brought up the fact that the Friends web site has not been updated for some time. Isaiah volunteered to make those changes if someone would tell him exactly what needed to be changed.

The annual meeting was set for Wednesday, January 25, 2006 at 7:00 p.m. Central Time

Meeting adjourned at 8:00 p.m.

See transcript of meeting.

The following transcript is almost, but not quite complete. What isn't here is the preliminary chatting as people signed in, the approval of the minutes from August 2004, and the presentation and motion to approve the treasurer's report (which you can find at http://iagenweb.org/state/friends_of_iagenweb/ ). The transcription begins with IsaiahH's second to that motion.

I want to draw your attention to the fact that we approved the formation of a committee to review the Bylaws. The committee will consist of two board members and me.

**Please email me if you wish to volunteer for it.** If I have more than two volunteers, I'll put the names in a hat.

**Please note: We are not rewriting the Bylaws, but identifying the issues that might warrant our rewriting the Bylaws and bringing them to the board. More issues might arise when we've been approved as a 501c3.**

If you have any questions, please let me know. Greta

Meeting convened at 7:10 p.m. Randy Dop, Sharyl Ferrall, Gail Meyer Kilgore, and Don Kelly were not present. IsaiahH: Second
Greta: All in favor?
IsaiahH: Yes
Barb: Aye
Loren: Aye
Mark Christian: yes
Greta: Good.
Greta: Moving on to old business, i.e., the 501c3 application. I wanted to say that we've ,made substantial progress in filing the application, but it hasn't been approved yet.
Greta: However, we understand that the IRS will help us fix the problems if it gets rejected.
Greta: So our prospects look pretty good.
Loren: Greta, may I inject something here
Greta: You bet.
Loren: This is a win win situation for us -- if we are accepted -- great
Loren: If not the IRS will stay with us and help us make it right
Loren: We just had to get this on --- warts and all
Loren: So I'm glad this move took place -- it was killing me. Smile
Barb: I thought the app looked pretty good.
Greta: I think we're all glad about it. Smile
Loren: That's all
Greta: And it didn't quite kill you. Smile
Mark Christian: It's great to see the submitted application, thanks to all involved.
Greta: But the application raises some new business that we need to deal with. (Segue)
Loren: I agree, Barb, and you need to take a pat on the back for your work
Greta: First, we took the liberty of separating the Articles of Association from the Bylaws. -- Pause: Barb, I didn't get your message.
Greta: But you all can take a pat on the back.
Greta: May I continue?
System Msg: IsaiahH is online again
IsaiahH: Am I still here?
Greta: Now I got your message. ... We said in the app that we adopted the two distinct documents, and I'd like to make that so retroactively.
Greta: You're here, Isaiah.
Barb: Do you need a motion?
Greta: If no one has any objections, could I hear a motion, a second, and some ayes?
Mark Christian: One question, I k now we have access but were any substantial changes made to the bylaws?
Barb: NO
Loren: Barb, is best to answer that one
Mark Christian: Okay, I'm good with it.
Loren: So am I
IsaiahH: Me, too
Greta: Good question.
Loren: Greta, are you asking a move to adopt the application?
Greta: And Barb is, I'm sure. Great. No, to approve splitting the Articles and the Bylaws into two parts.
Barb: I move to approve the separate Articles of Association and By laws
Greta: two documents, I mean.
Loren: As submitted?
IsaiahH: second
Greta: As submitted.
Barb: Yes, as submitted
Loren: Okay, I'm good
Greta: Sorry, I thought you had all said aye before...jumping the gun, I am.
Loren: Call the question
Greta: Okay.
Barb: Yes
Mark Christian: yes
IsaiahH: Yes
Loren: Aye
Greta: Ready to move on then?
Loren: Yes
IsaiahH: Move on
Greta: I've read the Bylaws fairly carefully, and they should be reviewed, I think, and perhaps revised.
Greta: I don't want to move too fast on this, but the Bylaws and our actual practice to date don't match up. That's not surprising.
Greta: The Friends haven't been very active. When the ap is approved, things will change.
Barb: How do you think they should change?
IsaiahH: Specifically, what doesn't jibe?
Greta: What I'd like you to consider is simply agreeing that a couple of Board members should review the Bylaws to decide if they need to be revised.
Greta: Examples: We don't in fact have dues.
Greta: We don't have a director-at-large.
Greta: I think we should consider the fact that past SCs have no set term and decide if that's wise. What if they become inactive? Mark Christian: The bylaws address inactive past SCs.
Loren: Greta, my feeling is we certainly review this but wait until we are approved. Then, once approved we can "clean up" the by laws to match our real world. You make a good point.
IsaiahH: I move 3 members (including Greta) be appointed to a committee to propose bylaws revisions
Barb: Second
Greta: Only if they have dropped out, not if they are still with us but not active. Yes, Loren, I agree, but I think it might be good to begin looking at it to get a sense of the issues.
Greta: My, we have a motion and a second. Further discussion?
Loren: I concur, Greta.
Mark Christian: From a practical point of view, whatever the three decide will become the bylaws without the input of others.
Mark Christian: Three people will decide often decide the vote.
IsaiahH: The committee would propose the revisions to the full board and get input along the way
Barb: I agree, Isaiah H
Greta: There are nine members currently.
Greta: Board members, I mean.
IsaiahH: No one wants to create something that will cause an uproar
Mark Christian: Well, it might be okay. It would take a vote of 4 of the 5 tonight to approve new bylaws.
Greta: And right now I'm not proposing that we rewrite the bylaws, but that we identify the issues and bring them to the board.
Mark Christian: Okay
Loren: I see
Greta: Some other issues might arise after we're approved as a 501c3.
Loren: Sounds good here
Greta: I don't want to prolong the process, but I'd rather take it slow and get it right.
Barb: Absolutely.
Greta: Time to call the question.
IsaiahH: yes
Barb: Yes
Loren: aye
Mark Christian: yes
Greta: Okay, thanks. I was thinking that people interested in being on the committee could write to me. That would give those who aren't here a chance to volunteer.
Greta: Does that work?
Barb: yes
Mark Christian: okay
Greta: Loren?
Loren: okay here
Greta: Then I'll email the board (sending them the full transcript of the session) but highlighting a call for volunteers.
Greta: If more than two say yes, I'll put the names in a hat if that's okay with you all.
Loren: Excellent -- Greta
Greta: I mean, volunteer (not say yes)
Loren: okay
Greta: Hearing no objections...
Barb: Sounds good
Greta: let
Greta: let's move on to the last item of new business. I'd like to see the information on the Friends' page be up-to-date.
Loren: I totally agree Greta, is there any way I can have access?
Greta: Loren is too busy, so it's not for him to do. The support team may do the actual uploading, but they shouldn't have to prepare the pages.
Greta: They're too busy.
Loren: Now that we are moving again -- this energy will create focus
Greta: So I was wondering if we could have a person who collects the info from others (treasurer's report, whatever) and puts it together tidily and clearly for the support team to post.
Barb: What format, etc. do they use for those pages?
Loren: Greta, I can prepare the pages and email them to Mark or Steve -- that worked this afternoon
Greta: Mark?
Greta: Loren, I'
Mark Christian: That's fine with me. I also have no problem giving somebody else direct access to the Friends directory such as I sent Loren. However you prefer to do it.
Greta: Loren, I'd rather you focused on the finances. You're too busy, take my word for it. I've been working with you for some months now. Smile
Greta: Barb asked about the format.
Loren: But, a great load has been lifted -- we are moving -- but I certainly will do what ever you wish
System Msg: IsaiahH is online again
IsaiahH: If you give me a clear idea of what's supposed to be there, I can do the pages
Loren: The format used so far is just HTML
Barb: I second Isaiah volunteer
Greta: Thank you, a volunteer! Loren, are you there? Are you upset with me?
Loren: I'm here!
Greta: I'm trying to do what's best for you.
Greta: And for the Friends. We need your special skills in the financial area.
Greta: Several of us can play webmaster.
Greta: OK?
Loren: No problem. Whatever makes this work --
Greta: Thank you. Nothing like forcing consent. LOL
Loren: Ha! Ten four! Smile
Greta: Do we vote on this or just accept Isaiah's offer?
Barb: Accept his offer
IsaiahH: So long as there's no objection, you can make the appointment
Loren: I agree -- before he says no
Greta: OK, I make the appointment.
Mark Christian: Richard, I'll send you access to the Friends directory.
Greta: We'll need to talk about what's supposed to be there, although I think you can pretty much tell from what's there already.
IsaiahH: Thanks, Mark
Greta: It's just out of date. I think.
IsaiahH: OK
Greta: I think that takes care of the New Business, although I should ask if anyone has something else to bring up.
IsaiahH: Nothing, here
Loren: Let's move on
Greta: The Bylaws call for our annual meeting to be held in January.
Greta: (One of the discrepancies between the Bylaws and our practice that I discovered.)
Barb: I'll be gone from Jan 7 - 14
Greta: I propose that we schedule a meeting for January, but late in the month in the hope we'll have heard from the IRS by then.
IsaiahH: Sounds good
Loren: I agree, Greta
Barb: Do people like evening better than a weekend?
Greta: Is Thursday evening at 7 okay? Or would you prefer a weekend day?
Loren: My weekends are nuts then -- nights work best for me
Greta: I'm flexible. I'll be retired. Smile
Loren: 7 Thursday is perfect here
IsaiahH: No preference
Mark Christian: 7 Thurs okay
Greta: Barb, you have a couple of evenings when you can't, I know. How's the 26th of January?
Loren: How about Thursdays Jan 26 at 7
Greta: Great minds!
Barb: I have local Genealogical Soc. meeting, unless we change the meeting date.
Barb: But go with the majority
Greta: What about Wednesday the 25th?
Greta: If that works just as well, we'll change it. If not, we'll make it the 26th.
Loren: Works here
Barb: 25th is ok here
Greta: Mark and Isaiah?
IsaiahH: 25th 7 pm central good here
Mark Christian: okay
Loren: Let's do Wednesday then at 7 (NOTE: 7 pm central time, January 25, 2006 in the chat room.)
Greta: Yes, Central time.
Loren: ten four
Barb: OK
Greta: Okay, great. I think we can adjourn. Thank you all for coming. Mark, I hope you feel lots better soon. And I'll be sending you some info about this.
(Meeting adjourned at 8:00)