VOID Board of Directors - Meeting Minutes
Via Conference Call
Saturday, April 8, 2006 4:00PM - 5:30PM

ATTENDEES:
David R. Remer, President
Daniel Summars, Treasurer
Stephanie Crist, Secretary

PURPOSE: Establish a means of keeping Vote Out Incumbents for Democracy and its Board members in compliance with applicable federal and local laws and regulations.

MEETING SUMMARY:
1. All members of the VOID Board of Directors were in attendance by conference call.

2. Prior to this meeting the President researched the various laws governing Vote Out Incumbents for Democracy as a 527 political organization, research that was reviewed by the Treasurer and the Secretary and found accurate to the best of our ability. Through said research, we discovered that there are numerous reasons to remain a cohesive national organization instead of creating separate local VOID legal entities. These reasons include, but are not limited to, the various IRS and FEC regulations as well as the tax laws for the State of Texas that would be applicable to such an organizational construction. Instead, it is important that our local volunteers become members of the national VOID organization and within their role as local coordinators they will be required to channel all receipts and expenditures, including donations, memberships dues, operation costs and campaign activities, through the VOID federal account.

This means setting local VOID volunteer groups up with a web site on our host, which will be under our control. It also requires that all membership donations and contributions be channeled through VOID, as well as having all expenditures for local activities be accounted for through VOID's checking account and record keeping.

It shall be the Local volunteer VOID Coordinator's role to conduct local meetings, plan strategy, and maintain records of such meetings and plans. It shall be the local Treasurer's role to make available a checking account of record for the Local VOID volunteer group and receive and disburse funds from that account for VOID approved purposes relating to membership recruitment and campaign activities. Finally, it shall be local Treasurer's responsibility to insure proper communication with VOID's Treasurer regarding the name, address, email address, employer and occupation, and amount of contribution made by all contributors and donors for VOID's record keeping and reporting requirements. The Board must oversee how funds are expended through local coordinating volunteer groups for local campaigning.

The President moved to require himself to draft an out-line for how we must go about forming and organizing our local VOID volunteer groups while still remaining in compliance with the various laws governing the national VOID organization by our next scheduled meeting. The Board passed this motion unanimously.

The President also noted that VOID must alter its membership and donations questionnaire to include the employer and occupation of all individual contributors (not applicable to donors who are organizations or other PACs) to be in compliance with FEC reporting requirements.

3. To ensure compliance with the various laws and regulations governing VOID activity, the President has determined that the Board will require a calendar that will be accessible to the Board to warn us of the various triggers that, once they occur, would require action on the part of the Board. Daniel Summars found a free calendar service that would serve the Board with e-mails prior to each meeting, which would include notes warning of us of up-coming triggers. No motion was necessary to further this action.

4. David Remer proposed a budget plan for VOID to ensure that we are and will continue to be legally compliant. Due to the importance of legal counsel, the President motioned for 20% of donations and membership receipts directly to VOID and not through local VOID groups, shall be held in reserve for legal counsel until $1000.00 is saved for this purpose, at which time VOID shall hire legal counsel to review our efforts and plan for future requirements. The Board passed this motion unanimously.

The Secretary proposed that coverage through Pre-Pail Legal might reduce our expenses and provide more secure and long-term access to legal counsel, without requiring such a large up-front payment. The Secretary will research the services offered by Pre-Paid Legal in Texas to see if they have a service package that will meet our needs.

No motion was necessary for this action.

To further secure the VOID organization, and the Board members, the President proposed we reserve 30% of donations and membership receipts paid directly to VOID and not through local VOID groups, for liability insurance. The estimate for this expense currently rests at $1000.00. The Board passed this motion unanimously.

Now 50% of monetary donations, including membership receipts made directly to VOID and not through a local VOID group, will be held in reserve for the above purposes. The other 50% will be used to accomplish our Mission Statement and for the growth of our organization.

5. Through the research conducted by the President and verified by the Treasurer and the Secretary, the Board has determined that at this time our obligations to the IRS are minimal. However, this is due to a relatively low amount of financial contributions. As we do not anticipate receipts at or above $25,000 for any year, the Board does not see any action required for compliance with IRS regulations. We have set our own internal trigger at $20,000 in receipts, at which time we will review the necessity of filing an 8871 with the IRS. Should we ever have to file form 8871, we will have our own internal trigger set at $40,000 to review filing the 8872, which is required if we anticipate receipts over $50,000. For IRS purposes receipts and expenditures for operational costs and campaign activities are exempt; investment income or interest income is taxable after a $100 deductible, at which time we will be required to file an 1120-POL form (annual income tax return). Actions that are necessary to be in compliance with IRS regulations are limited, but there are some important ones that require changes. One such change is channeling all funds through the VOID bank account of federal record, on a monthly basis. Our PayPal account can be used for the sake of convenience, but only as a means of collecting funds for deposit into the checking account of record. It is also noted that should we receive contributions of $5,000 or more from any one contributor we will be required to include Form 990 Schedule B with our return, if we should need to file an 1120-POL annual return.

6. The Board has found that registration with the FEC is necessary and must be done as soon as possible, due to our near receipt and expected receipt of $1,000 in contributions. The statute and regulations also require, among other things, that individuals and organizations whose aggregate spending on electioneering communications exceeds $10,000 disclose that activity to the FEC within 24 hours of the public distribution of the communication. This includes all television and radio ads of the VOID organization, including all local volunteer groups. This will require close monitoring to ensure compliance and will be another factor in the requirement that all local funds go through the national VOID organization.

In the event that VOID's Treasurer is fined for inadvertent and un-repetitive errors in reporting to the FEC, the Board moves to reimburse the Treasurer for these fines. The Board passed this motion unanimously.

7. A future agenda item was proposed. The Board wishes to organize a fundraising membership drive and will be planning a brainstorming session, which we hope all VOID members will participate in, in the near future. A possible idea to consider is hosting a "fair" of activities on the Internet.

8. The President proposed a motion to file Form 202, Certificate of Formation Nonprofit Corporation, with the State of Texas. The President and the Secretary of VOID shall work together over the next 12 days to complete and file the forms. There is a $25 fee to file. The Board passed this motion unanimously.

This is, in part, why we have chosen not to create separate legal entities in the form of local VOID chapters, because this action would incur taxes in the State of Texas, as we'd be providing these local chapters with a taxable service. It is also important to note that revenues from sales of campaign items will be taxable under Texas law, so it is not in the best interests of the VOID organization to sell campaign items. We can, however, distribute these items at no charge to members and supporters.

9. David Remer motioned for the meeting to adjourn until our next meeting on Saturday, April 22, 2006 at 4pm CST. The Board passed this motion unanimously.

NEXT STEPS:
Meeting Schedule: Saturday, April 22, 2006 at 4pm CST.