JULY 19 2008 ANNUAL BOARD OF DIRECTORS MEETING OF COMMUNITY FREE SOFTWARE GROUP, INC.
The meeting of the Board of Directors was held at 805 Third Avenue, 10th Floor, New York, New York 10022 on 19 July 2008 at 1:00 PM. Selso DaSilva, President of the Board of Directors, called the meeting to order.
The following were present:
being a quorum of the Directors of the Corporation.
The Secretary did not have minutes of the previous Board meeting prepared. Although inquiries were made regarding the status of the annual election of officers, the Secretary admitted that he did not call for or conduct elections as required by the organization's Bylaws. The President added that he had not prepared an annual report, and wished to discuss the status of the organization.
The Treasurer reported on the organization's current finances and presented a Balance Sheet for the 2007 fiscal year. Due to a lack of activity, the Treasurer moved to transfer $560.00 into the organization's Money Market account so that it might accrue interest. The motion was seconded and carried unanimously.
The President suggested that perhaps the organization should cease operations due to the inability to meet its goals. Dave Williams countered that these were not failures of the organization but of its members, as those issues currently affecting the operation of the Community Free Software Group were well understood and discussed frequently. The President and Secretary agreed that personal obligations prevented them from fulfilling their responsibilities, and volunteered to resign from the organization upon completion of the annual meeting. They requested that the status of resigning founding directors be clarified so that they might still participate in the organization under an advisory capacity. Upon motion duly made, seconded and carried unanimously, it was
RESOLVED that upon retirement from the Board of Directors the Founding Directors, being Marco P.J. Scoffier, Selso K. DaSilva, Stephen J. Lynch, Joseph A. Maffia, and David J. Williams, be afforded the non-voting status of Directors Emeritus, eligible to advise the organization and participate in future Community Free Software Group activities.
Due to the lack of elected officers Dave Williams moved that the prohibition on the office of President which prevents simultaneously serving as the Board Secretary be temporarily removed, so that there would be no vacancy in the coming fiscal year. The motion was seconded and carried unanimously, and thus
RESOLVED that in the absence of elections to determine officers of the Board of Directors the restrictions outlined in Article V Section 1.4 of the organizational Bylaws prohibiting a single individual from holding both the offices of President and Secretary be temporarily waived.
Dave Williams requested that a previous vote which went unrecorded by held again, moving that Kevin Mark be removed from the Board of Directors for failing to participate and not responding to subsequent inquiries regarding his status or continued affiliation with the organization during the course of the previous year. Upon motion duly made, seconded and carried unanimously, it was
RESOLVED that Kevin I. Mark is removed from the Board of Directors of the Community Free Software Group, Inc. effective immediately.
Joe Maffia asked if anyone could vouch for Marco Scoffier's continued association with the Board, pointing out that the organization's technology resources under his charge were not functioning properly. Selso DaSilva claimed that in recent conversations Marco Scoffier continued to express an interest in the organization. Dave Williams recommended that regardless of such interest, the technology-based services be under the authority of someone more immediately accountable to the organization. Upon motion duly made, seconded and carried unanimously, it was
RESOLVED that administration of the Community Free Software Group, Inc. Internet domain (“cfsg.org”) and other related technical resources be transferred to the office of Secretary of the Board of Directors.
The Secretary appointed David J. Williams as acting President of the Board of Directors. There being no further business before the meeting, the President moved to adjourn. The motion was seconded, carried, and the meeting was adjourned.