S.A.R.A. Minutes from Board of Directors meeting on 3/24/2004
Christina Sand's (KG6ORH) Home
The minutes were respectfully submitted by Don Anastasia, Secretary.

In attendance were:

• John Glass, NU6P
• Don Anastasia, AA6W
• Lou DeGive, WA6RAG
• Christina Sand, KG6ORH
• Rob Vance, N6ROB
• Greg Reynolds, KG6HDI
• Dick Crouch, N6RC

The meeting was called to order at 7:30 PM by John Glass.

Business:

• P.O. Box. Christina Sand reported that the club now has P.O. Box 2034 at the main post office in Saratoga. It was agreed that Christina and Rob will possess the box keys. Christina delivered the additional post office box key – to Rob. There are currently 2 keys: One maintained by the Treasurer, Christina, and the second key maintained by a director, Rob.
• Physical Address for FCC License. John indicated that, for purposes of the club's FCC repeater license and maintaining the repeater callsign, he wants to maintain his home address as the existing mailing address. In the event that a communication from the FCC requires a quick response, he will be able to do so. This should pose no difficulties, concerns or conflicts, relating to the club’s operations. All members in attendance agreed.
• Agent for Service of Process/Physical Address. For all other situations in which a physical address is required for the corporation, Rob's address will be used. Rob will also act as the corporation's agent for service of process.
• Regulatory Compliance. Christina indicated that three forms, relative to the corporation's operations, had been completed and are ready for mailing. All of the following completed forms were presented to the Directors for approval and it was agreed that they should be mailed:
  • Secretary of State Records Order Form. The corporation is missing a copy of its 2002 Statement of Information. This will allow the corporation to complete its records.
  • 2004 Statement of Information by Domestic NonProfit Corporation. This form has been completed and is ready for mailing. Christina will hold this form until she receives a copy of the 2002 Statement of Information.
  • 2004 Form RRF-1. The corporation is required to file this form every year. We do not have a copy of the 2003 RRF-1 in our files. Christina will make a call to the Attorney General's office in order to determine if the form was filed and, if so, to obtain a copy.
• Proposed Amended/Restated Bylaws. The board members, discussed and approved the following changes to the corporation's bylaws:
  • Quorum Requirement/Membership Status. According, to the corporation's current by-laws, in order for any action to be taken at a member's meeting, a 15% quorum of the members is required. California law, however, provides that public benefit corporation's must have a quorum of one-third of the members. If no such quorum is present or if the bylaws provides for a lower quorum, action may not be taken unless it is noticed. Since the corporation has several dues paying members which do not come to the meetings, this could effectively prevent the corporation from taking any action. The current bylaws specify that a new member must have attended at least one meeting. Since the Directors want to encourage meeting attendance and participation, the new bylaws have been drafted to require a member to attend at least one meeting in the previous 12 months in addition to the payment of the membership fee. Members who have paid the membership fee but who have not attended a meeting in the prior 12 months will not be able to vote, although they will receive the club's repeater code sheet.
  • Termination of Membership. This is boilerplate that puts a procedure in place for the termination of a membership. It is anticipated that this would only be used in the event of a serious problem, including but not limited to such situations as a member representing himself as an agent of the corporation when s/he isn't, misappropriating corporate assets or funds, or taking some kind of deliberate action which injures the corporation.
  • Calling Special Meetings of Members. The percentage of member's necessary to call a special meeting is changed to conform with California law.
  • Time and Place of Meetings. The time and place of meetings of both the members and board of directors is now set in the bylaws. This allows the meetings to proceeds without any additional notice.
  • Membership Fees/Household Membership. It was decided to add a provision to allow for a household membership for a spouse who is also a ham. There is now a written provision that allows a new membership paid after July 1st to cover both the current year and the next year's membership fees. This is being done because membership fees are not proratable. Membership fees are now due at the regular member's meeting in February. There needs to be a date certain after which the corporation can determine who is eligible to vote. Late membership fees can, however, be accepted at the discretion of the Board of Directors.
  • Notice of Special Meetings. There is now provision that allows the use of electronic mail as a valid means of notification, provided that a delivery receipt is requested. Both Outlook and Outlook Express have this facility.
• New Fire Station. John announced that the Saratoga City fire-station could very well be available later in the year for our local emergency communications radios, and or a possible club amateur radio station. According to John, after discussions with Mr. Jay Geddes, the new fire station could be completed as early as August 2004 of this year.

There being no further business to conduct the Board of Director's meeting was adjourned at approximately 9:10 pm.