Board of Trustees Meeting Minutes - 19 October 1999 [Archived]

Denver, Colorado

1. Present. The following individuals were present for all or part of the meeting.

• Trustees: John Curran, Scott Bradner, Kim Hubbard, Don Telage.
• Officers: Ken Fockler, Treasurer.
• Counsel: Dennis Molloy

2. Chairman - John Curran, Chairman of the Board, took the Chair. Mr. Curran called the meeting to order at 7:20AM.
3. Notice. Upon motion, it was RESOLVED that the notice convening the meeting be waived.
4. Approval of Proposed Bylaw Amendments. The Chairman placed before the meeting a copy of the Bylaws as proposed for amendment and reviewed those changes with the Board. The Chairman noted that the proposed amendments are the result of a continuing process involving the input of Trustees, Officers and Counsel and has extended for a period of one year. The proposed amendments included the following:
5. Article III, Membership, Section 3, General Members. The definition of the General Membership was amended to bring the definition into compliance with changes previously approved by the Board. The proposed amended language broadens the definition of membership to include entities that pay subscription fees or such other fees as the Trustees may establish from time to time.
6. Article VI, Board of Trustees, Section 4, Nomination and Elections of Trustees. This is a replacement section of the bylaws which allows for the appointment of a Nominating Committee and the direction election of Trustees by the general membership.
7. Article VI, Board of Trustees, Section 5, Quorum. The proposed amendment changes quorum requirement for four of six trustees to two thirds of the Trustees.
8. Article VI, Board of Trustees, Section 8, Meetings. Amended the time frame for the election of Officers to coordinate with the amended election process of Trustees.
9. Article VII, Officers, Section 2. Election, Term of Office and Qualifications. Language amended for reasons noted in (d) above.
10. Following discussion, upon Motion, it was RESOLVED to approve the bylaws as amended and to attach a copy of the amended bylaws to these minutes to be kept in the company files of Trustees’ minutes.
11. Nominating Committee Rules. It was the consensus of Trustees that written rules for the operation of the committee be developed for the 2000 nomination process.
12. Auditors Report.
13. The Chairman placed before the meeting the Auditor’s Report for the year ended June 30, 1999.
14. Upon Motion, it was RESOLVED that the Auditors’ Report for the year ended June 30, 1999 and presented at this meeting be and is hereby adopted.
15. New Business. There was no new business to come before the Board.
16. Adjournment. There being no further business, it was, upon Motion made at 8:00AM, RESOLVED to adjourn the meeting.