From nwalp at pidgin.im  Fri May  2 07:55:10 2008
From: nwalp at pidgin.im (Nathan Walp)
Date: Fri, 02 May 2008 07:55:10 -0400
Subject: 2008 Board Meeting?
Message-ID: <481B011E.1080007@pidgin.im>

Aren't we supposed to have a board meeting sometime soon?
_______________________________________________
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Board at imfreedom.org
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From seanegan at gmail.com  Wed May  7 22:14:31 2008
From: seanegan at gmail.com (Sean Egan)
Date: Wed, 7 May 2008 19:14:31 -0700
Subject: 2008 Board Meeting?
In-Reply-To: <481B011E.1080007@pidgin.im>
References: <481B011E.1080007@pidgin.im>
Message-ID: <e61d333f0805071914t8716bfava04ffd6d63df1ae@mail.gmail.com>

On Fri, May 2, 2008 at 4:55 AM, Nathan Walp <nwalp at pidgin.im> wrote:
> Aren't we supposed to have a board meeting sometime soon?

Yup. Sometime in May.

How about May 19? 8:30PM EDT?

The Agenda will contain elections! I hereby nominate everyone for
re-election to their current position.

Also, Ethan wanted to discuss moving our money into an interest-bearing account.

Please, let me know if there's anything you wish to add to the agenda,
and if this is a good date and time for you.

-s.
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From Misty at dip-badajoz.es  Fri May  9 12:18:14 2008
From: Misty at dip-badajoz.es (Misty Dickey)
Date: Fri, 09 May 2008 21:48:14 +0530
Subject: news from windows hotmail
Message-ID: <000301c8b1f0$481b8690$c0a80122@Misty>

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From seanegan at gmail.com  Fri May 16 17:31:24 2008
From: seanegan at gmail.com (Sean Egan)
Date: Fri, 16 May 2008 14:31:24 -0700
Subject: 2008 Board Meeting?
In-Reply-To: <e61d333f0805071914t8716bfava04ffd6d63df1ae@mail.gmail.com>
References: <481B011E.1080007@pidgin.im>
	<e61d333f0805071914t8716bfava04ffd6d63df1ae@mail.gmail.com>
Message-ID: <e61d333f0805161431v260dc388gc3fb77c2f1bf7adf@mail.gmail.com>

On Wed, May 7, 2008 at 7:14 PM, Sean Egan <seanegan at gmail.com> wrote:
> On Fri, May 2, 2008 at 4:55 AM, Nathan Walp <nwalp at pidgin.im> wrote:
>> Aren't we supposed to have a board meeting sometime soon?
>
> Yup. Sometime in May.
>
> How about May 19? 8:30PM EDT?
>
> The Agenda will contain elections! I hereby nominate everyone for
> re-election to their current position.

Haven't heard back from anyone on this yet :)

I also have some by-law ammendments and a conflict of interest policy
to approve.

-s.
_______________________________________________
Board mailing list
Board at imfreedom.org
http://pidgin.im/cgi-bin/mailman/listinfo/board


From lschiere at pidgin.im  Fri May 16 17:51:39 2008
From: lschiere at pidgin.im (Luke Schierer)
Date: Fri, 16 May 2008 17:51:39 -0400
Subject: 2008 Board Meeting?
In-Reply-To: <e61d333f0805161431v260dc388gc3fb77c2f1bf7adf@mail.gmail.com>
References: <481B011E.1080007@pidgin.im>
	<e61d333f0805071914t8716bfava04ffd6d63df1ae@mail.gmail.com>
	<e61d333f0805161431v260dc388gc3fb77c2f1bf7adf@mail.gmail.com>
Message-ID: <20080516215139.GG18796@pidgin.im>

On Fri, May 16, 2008 at 02:31:24PM -0700, Sean Egan wrote:
> On Wed, May 7, 2008 at 7:14 PM, Sean Egan <seanegan at gmail.com> wrote:
> > On Fri, May 2, 2008 at 4:55 AM, Nathan Walp <nwalp at pidgin.im> wrote:
> >> Aren't we supposed to have a board meeting sometime soon?
> >
> > Yup. Sometime in May.
> >
> > How about May 19? 8:30PM EDT?
> >
> > The Agenda will contain elections! I hereby nominate everyone for
> > re-election to their current position.
> 
> Haven't heard back from anyone on this yet :)
> 
> I also have some by-law ammendments and a conflict of interest policy
> to approve.
> 
> -s.

The 19th should work. Please publish the ammedments to the board list.

luke
_______________________________________________
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Board at imfreedom.org
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From seanegan at gmail.com  Fri May 16 18:41:07 2008
From: seanegan at gmail.com (Sean Egan)
Date: Fri, 16 May 2008 15:41:07 -0700
Subject: Fwd: amended bylaws
In-Reply-To: <482DF666.2070306@softwarefreedom.org>
References: <482DF666.2070306@softwarefreedom.org>
Message-ID: <e61d333f0805161541w3b2ea87dtd3e00199a07db436@mail.gmail.com>

These changes were made because of some confusion regarding our initial by-laws.


---------- Forwarded message ----------
From: Karen Sandler <karen at softwarefreedom.org>
Date: Fri, May 16, 2008 at 2:02 PM
Subject: amended bylaws
To: Sean Egan <seanegan at gmail.com>



These bylaws have the changes we discussed:

* Clarification of Section 1

* Addition of the last sentence of the description of the duties of
President

* deletion of the clause regarding signing contracts in the description
of the duties of Treasurer.

Let me know if/when the board ratifies these changes.
Karen



AMENDED AND RESTATED BY - LAWS

    OF

INSTANT MESSAGING FREEDOM, INC.




RTICLE I - OFFICES

The mailing address of the corporation shall be 2515 4th Ave.,
Seattle, Washington.  The corporation
may have offices within or without this state as the board may from
time to time determine or the
business of the corporation may require.

ARTICLE II - PURPOSES

The purposes for which this corporation has been organized are as follows:

(a)     To endeavor to monitor and improve the quality of currently
existing publicly available software;

(b)     To foster, promote and increase access to software systems
available to the general public and promote the general right to use,
change or distribute Free and Open Source Software;

(c)     To solicit, collect and otherwise raise money and to expend
such funds in furtherance of the goals and activities of the
Corporation;

(d)     To promote the use, development, and improvement of Free and
Open Source Software; and

(e)     To solicit, receive and maintain, invest and re-invest funds
of real and personal property andto contribute its income and so much
of the principal, in and as deemed advisable, for the purposes
provided in (a) through (d) of the FIRST paragraph of the
corporation's Certificate of Incorporation.


ARTICLE III - DIRECTORS

1.MANAGEMENT OF THE CORPORATION.

The corporation shall be managed by the Board of Directors which shall
consist of not less than three directors.  Each Director shall be at
least nineteen years of age.

2.ELECTION AND TERM OF DIRECTORS.

At each annual meeting of the corporation, Directors shall be elected
to hold office until the next annual meeting.  Each Director shall
hold office until the expiration of the term for
which she or he was elected and until her or his successor has been
elected and shall have qualified, or until her or his prior
resignation or removal.

3.INCREASE OR DECREASE IN NUMBER OF DIRECTORS.

The number of Directors may be increased or decreased by majority vote
of the Directors.  No decrease in number of Directors shall shorten
the term of any incumbent Director.

4.NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number
of Directors and vacancies occurring in the Board for any reason
except the removal of Directors without cause may be filled by a vote
of a majority of the Directors then in office, although less than a
quorum exists, unless otherwise provided in the Certificate of
Incorporation.  Vacancies occurring by reason of the removal of
Directors without cause shall be filled by vote of the Directors.  A
Director elected to fill a vacancy caused by resignation, death or
removal shall be elected to hold office for the unexpired term of her
or his predecessor.

5.REMOVAL OF DIRECTORS.

Any or all of the Directors may be removed with or without cause by a
vote of the Directors.

6.RESIGNATION.

A Director may resign at any time by giving written notice to the
Board, the President or the Secretary of the Corporation.  Unless
otherwise specified in the notice, the resignation shall take effect
upon receipt thereof by the Board or such officer, and the acceptance
of the resignation shall not be necessary to make it effective.

7.QUORUM OF DIRECTORS.

Unless otherwise provided in the Certificate of Incorporation, a
majority of the entire Board shall constitute a quorum for the
transaction of business or of any specified item of business.

8.ACTION OF THE BOARD.

Unless otherwise required by law, the vote of a majority of the
Directors present at the time of the vote, if a quorum is present at
such time, shall be the act of the Board.  Each Director present shall
have one vote.

9.PLACE AND TIME OF BOARD MEETINGS.

The Board may hold its meetings at the office of the Corporation or at
such other places, either within or without the state, as it may from
time to time determine.

10.REGULAR ANNUAL MEETING.

A regular annual meeting of the Board shall be held during the month
of April or such other month as the Board determines.

11.NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

Regular meetings of the Board may be held without notice at such time
and place as it shall from time to time determine.  Special meetings
of the Board shall be held upon notice to the Directors and may be
called by the President upon three days' notice to each Director
either personally or by mail, wire or fax;  special meetings shall be
called by the President or by the Secretary in a like manner on
written request of two Directors.  Notice of a meeting need not be
given to any Director who submits a waiver of notice whether before or
after the meeting or who attends the meeting without protesting prior
thereto or at its commencement, the lack of notice to her or him.

A majority of the Directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place.  Notice of
the adjournment shall be given all Directors who were absent at the
time of the adjournment and, unless such time and place are announced
at the meeting, to the other Directors.

12.CHAIRPERSON.

At all meetings of the Board the President, or in her or his absence,
a chair chosen by the Board shall preside.

13.EXECUTIVE AND OTHER COMMITTEES.

The Board, by resolution adopted by a majority of the entire Board,
may designate from among its members and executive committee and other
committees, each consisting of three or more Directors.  Each such
committee shall serve at the pleasure of the Board.

14.PROXIES.

Every Director entitled to vote at a meeting of Directors or to
express consent or dissent without a meeting may authorize another
person or persons to act for her or him by proxy.

Every proxy must be in writing, signed by the member or her or his
attorney-in-fact.  No proxy shall be valid after the expiration of
eleven months from the date thereof unless otherwise provided in
the proxy.  Every proxy shall be revocable at the pleasure of the
member executing it, except as otherwise provided by law.


ARTICLE IV - OFFICERS


1.OFFICERS, ELECTION, TERM.

Unless otherwise provided for in the Certificate of Incorporation, the
Board may elect or appoint a President, one or more Vice-Presidents, a
Secretary and a Treasurer, and such other officers as it may
determine, who shall have such duties, powers and functions as
hereafter provided.  All officers shall be elected or appointed to
hold office until the annual meeting of the Board.  Each officer shall
hold office for the term for which she or he is elected or appointed
and until her or his successor has been elected or appointed or
qualified.

2.REMOVAL, RESIGNATION, SALARY.

Any officer elected or appointed by the Board may be removed by the
Board with or without cause.  In the event of the death, resignation
or removal of an officer, the Board in its discretion may elect or
appoint a successor to fill the unexpired term.  Any two or more
offices may be held by the same person, except the offices of
President and Secretary.  All officers shall serve without salary.

3.PRESIDENT.

The President shall be the chief executive officer of the Corporation;
 she or he shall preside at all meetings of the Board;  she or he
shall have responsibility for the general management of the affairs of
the Corporation and shall see that all orders and resolutions of the
Board are carried into effect. She or he shall, when duly authorized
by the Board of Directors, sign and execute all contracts in the name
of the Corporation.

4.VICE-PRESIDENTS.

During the absence or disability of the President, the Vice-President
shall have all the powers and functions of the President.  The
Vice-President shall perform such other duties as the Board shall
prescribe.

5.TREASURER.

The Treasurer shall have the care and custody of all the funds and
securities of the Corporation, and shall deposit said funds in the
name of the Corporation in such bank or trust company as the Directors
may elect;  she or he shall also sign all checks, drafts, notes, and
order for the payment of money, which shall be duly authorized by the
Board of Directors;  she or he shall at all reasonable times exhibit
her or his books and accounts to any Director upon application at the
office of the Corporation during ordinary business hours.  At the end
of each corporate year, she or he shall have an audit of the accounts
of the Corporation made by a committee appointed by the President, and
shall present such audit in writing at the annual meeting of the
Directors, at which time she or he shall also present an annual report
setting forth in full the financial condition of the Corporation.

6.SECRETARY.

The Secretary shall keep the minutes of the Board of Directors.  She
or he shall have the custody of the seal of the Corporation and shall
affix and attest the same to documents when duly authorized by the
Board of Directors.  He or she shall attend to the giving and serving
of all notices of the Corporation, and shall have charge of such books
and papers as the Board of Directors may direct;  she or he shall keep
a membership roll containing the names, alphabetically arranged, of
all persons who are Directors of the Corporation, showing their places
of residence and the time they became Directors.

7.SURETIES AND BONDS.

In case the Board shall so require, any officer or agent of the
Corporation shall execute to the Corporation a bond in such sum and
with such surety or sureties as the Board may direct, conditioned upon
the faithful performance of her or his duties to the Corporation and
including responsibility for negligence and for the accounting for all
property, funds or securities of the Corporation which may come into
her or his hands.


ARTICLE V - NO SEAL

The Corporation shall have no corporate seal.


ARTICLE VI - CONSTRUCTION

If there be any conflict between the provisions of the Certificate of
Incorporation and these By-Laws, the provisions of the Certificate of
Incorporation shall govern.


ARTICLE VII - AMENDMENTS

The By-Laws may be adopted, amended or repealed by the Board at the
time they are entitled to vote in the election of Directors.

If any By-Law regulating an impending election of Directors is
adopted, amended or repealed by the Board, there shall be set forth in
the notice of the next meeting of Directors for the election of
Directors the By-Laws so adopted, amended or repealed, together with a
concise statement of the changes made.
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From seanegan at gmail.com  Fri May 16 18:44:47 2008
From: seanegan at gmail.com (Sean Egan)
Date: Fri, 16 May 2008 15:44:47 -0700
Subject: amended bylaws
In-Reply-To: <e61d333f0805161541w3b2ea87dtd3e00199a07db436@mail.gmail.com>
References: <482DF666.2070306@softwarefreedom.org>
	<e61d333f0805161541w3b2ea87dtd3e00199a07db436@mail.gmail.com>
Message-ID: <e61d333f0805161544x5ccdfa8ej7760a77251f89dc3@mail.gmail.com>

And the conflict of interest policy is basically:
http://www.irs.gov/instructions/i1023/ar03.html

On Fri, May 16, 2008 at 3:41 PM, Sean Egan <seanegan at gmail.com> wrote:
> These changes were made because of some confusion regarding our initial by-laws.
>
>
> ---------- Forwarded message ----------
> From: Karen Sandler <karen at softwarefreedom.org>
> Date: Fri, May 16, 2008 at 2:02 PM
> Subject: amended bylaws
> To: Sean Egan <seanegan at gmail.com>
>
>
>
> These bylaws have the changes we discussed:
>
> * Clarification of Section 1
>
> * Addition of the last sentence of the description of the duties of
> President
>
> * deletion of the clause regarding signing contracts in the description
> of the duties of Treasurer.
>
> Let me know if/when the board ratifies these changes.
> Karen
>
>
>
> AMENDED AND RESTATED BY - LAWS
>
>    OF
>
> INSTANT MESSAGING FREEDOM, INC.
>
>
>
>
> RTICLE I - OFFICES
>
> The mailing address of the corporation shall be 2515 4th Ave.,
> Seattle, Washington.  The corporation
> may have offices within or without this state as the board may from
> time to time determine or the
> business of the corporation may require.
>
> ARTICLE II - PURPOSES
>
> The purposes for which this corporation has been organized are as follows:
>
> (a)     To endeavor to monitor and improve the quality of currently
> existing publicly available software;
>
> (b)     To foster, promote and increase access to software systems
> available to the general public and promote the general right to use,
> change or distribute Free and Open Source Software;
>
> (c)     To solicit, collect and otherwise raise money and to expend
> such funds in furtherance of the goals and activities of the
> Corporation;
>
> (d)     To promote the use, development, and improvement of Free and
> Open Source Software; and
>
> (e)     To solicit, receive and maintain, invest and re-invest funds
> of real and personal property andto contribute its income and so much
> of the principal, in and as deemed advisable, for the purposes
> provided in (a) through (d) of the FIRST paragraph of the
> corporation's Certificate of Incorporation.
>
>
> ARTICLE III - DIRECTORS
>
> 1.MANAGEMENT OF THE CORPORATION.
>
> The corporation shall be managed by the Board of Directors which shall
> consist of not less than three directors.  Each Director shall be at
> least nineteen years of age.
>
> 2.ELECTION AND TERM OF DIRECTORS.
>
> At each annual meeting of the corporation, Directors shall be elected
> to hold office until the next annual meeting.  Each Director shall
> hold office until the expiration of the term for
> which she or he was elected and until her or his successor has been
> elected and shall have qualified, or until her or his prior
> resignation or removal.
>
> 3.INCREASE OR DECREASE IN NUMBER OF DIRECTORS.
>
> The number of Directors may be increased or decreased by majority vote
> of the Directors.  No decrease in number of Directors shall shorten
> the term of any incumbent Director.
>
> 4.NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
>
> Newly created directorships resulting from an increase in the number
> of Directors and vacancies occurring in the Board for any reason
> except the removal of Directors without cause may be filled by a vote
> of a majority of the Directors then in office, although less than a
> quorum exists, unless otherwise provided in the Certificate of
> Incorporation.  Vacancies occurring by reason of the removal of
> Directors without cause shall be filled by vote of the Directors.  A
> Director elected to fill a vacancy caused by resignation, death or
> removal shall be elected to hold office for the unexpired term of her
> or his predecessor.
>
> 5.REMOVAL OF DIRECTORS.
>
> Any or all of the Directors may be removed with or without cause by a
> vote of the Directors.
>
> 6.RESIGNATION.
>
> A Director may resign at any time by giving written notice to the
> Board, the President or the Secretary of the Corporation.  Unless
> otherwise specified in the notice, the resignation shall take effect
> upon receipt thereof by the Board or such officer, and the acceptance
> of the resignation shall not be necessary to make it effective.
>
> 7.QUORUM OF DIRECTORS.
>
> Unless otherwise provided in the Certificate of Incorporation, a
> majority of the entire Board shall constitute a quorum for the
> transaction of business or of any specified item of business.
>
> 8.ACTION OF THE BOARD.
>
> Unless otherwise required by law, the vote of a majority of the
> Directors present at the time of the vote, if a quorum is present at
> such time, shall be the act of the Board.  Each Director present shall
> have one vote.
>
> 9.PLACE AND TIME OF BOARD MEETINGS.
>
> The Board may hold its meetings at the office of the Corporation or at
> such other places, either within or without the state, as it may from
> time to time determine.
>
> 10.REGULAR ANNUAL MEETING.
>
> A regular annual meeting of the Board shall be held during the month
> of April or such other month as the Board determines.
>
> 11.NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.
>
> Regular meetings of the Board may be held without notice at such time
> and place as it shall from time to time determine.  Special meetings
> of the Board shall be held upon notice to the Directors and may be
> called by the President upon three days' notice to each Director
> either personally or by mail, wire or fax;  special meetings shall be
> called by the President or by the Secretary in a like manner on
> written request of two Directors.  Notice of a meeting need not be
> given to any Director who submits a waiver of notice whether before or
> after the meeting or who attends the meeting without protesting prior
> thereto or at its commencement, the lack of notice to her or him.
>
> A majority of the Directors present, whether or not a quorum is
> present, may adjourn any meeting to another time and place.  Notice of
> the adjournment shall be given all Directors who were absent at the
> time of the adjournment and, unless such time and place are announced
> at the meeting, to the other Directors.
>
> 12.CHAIRPERSON.
>
> At all meetings of the Board the President, or in her or his absence,
> a chair chosen by the Board shall preside.
>
> 13.EXECUTIVE AND OTHER COMMITTEES.
>
> The Board, by resolution adopted by a majority of the entire Board,
> may designate from among its members and executive committee and other
> committees, each consisting of three or more Directors.  Each such
> committee shall serve at the pleasure of the Board.
>
> 14.PROXIES.
>
> Every Director entitled to vote at a meeting of Directors or to
> express consent or dissent without a meeting may authorize another
> person or persons to act for her or him by proxy.
>
> Every proxy must be in writing, signed by the member or her or his
> attorney-in-fact.  No proxy shall be valid after the expiration of
> eleven months from the date thereof unless otherwise provided in
> the proxy.  Every proxy shall be revocable at the pleasure of the
> member executing it, except as otherwise provided by law.
>
>
> ARTICLE IV - OFFICERS
>
>
> 1.OFFICERS, ELECTION, TERM.
>
> Unless otherwise provided for in the Certificate of Incorporation, the
> Board may elect or appoint a President, one or more Vice-Presidents, a
> Secretary and a Treasurer, and such other officers as it may
> determine, who shall have such duties, powers and functions as
> hereafter provided.  All officers shall be elected or appointed to
> hold office until the annual meeting of the Board.  Each officer shall
> hold office for the term for which she or he is elected or appointed
> and until her or his successor has been elected or appointed or
> qualified.
>
> 2.REMOVAL, RESIGNATION, SALARY.
>
> Any officer elected or appointed by the Board may be removed by the
> Board with or without cause.  In the event of the death, resignation
> or removal of an officer, the Board in its discretion may elect or
> appoint a successor to fill the unexpired term.  Any two or more
> offices may be held by the same person, except the offices of
> President and Secretary.  All officers shall serve without salary.
>
> 3.PRESIDENT.
>
> The President shall be the chief executive officer of the Corporation;
>  she or he shall preside at all meetings of the Board;  she or he
> shall have responsibility for the general management of the affairs of
> the Corporation and shall see that all orders and resolutions of the
> Board are carried into effect. She or he shall, when duly authorized
> by the Board of Directors, sign and execute all contracts in the name
> of the Corporation.
>
> 4.VICE-PRESIDENTS.
>
> During the absence or disability of the President, the Vice-President
> shall have all the powers and functions of the President.  The
> Vice-President shall perform such other duties as the Board shall
> prescribe.
>
> 5.TREASURER.
>
> The Treasurer shall have the care and custody of all the funds and
> securities of the Corporation, and shall deposit said funds in the
> name of the Corporation in such bank or trust company as the Directors
> may elect;  she or he shall also sign all checks, drafts, notes, and
> order for the payment of money, which shall be duly authorized by the
> Board of Directors;  she or he shall at all reasonable times exhibit
> her or his books and accounts to any Director upon application at the
> office of the Corporation during ordinary business hours.  At the end
> of each corporate year, she or he shall have an audit of the accounts
> of the Corporation made by a committee appointed by the President, and
> shall present such audit in writing at the annual meeting of the
> Directors, at which time she or he shall also present an annual report
> setting forth in full the financial condition of the Corporation.
>
> 6.SECRETARY.
>
> The Secretary shall keep the minutes of the Board of Directors.  She
> or he shall have the custody of the seal of the Corporation and shall
> affix and attest the same to documents when duly authorized by the
> Board of Directors.  He or she shall attend to the giving and serving
> of all notices of the Corporation, and shall have charge of such books
> and papers as the Board of Directors may direct;  she or he shall keep
> a membership roll containing the names, alphabetically arranged, of
> all persons who are Directors of the Corporation, showing their places
> of residence and the time they became Directors.
>
> 7.SURETIES AND BONDS.
>
> In case the Board shall so require, any officer or agent of the
> Corporation shall execute to the Corporation a bond in such sum and
> with such surety or sureties as the Board may direct, conditioned upon
> the faithful performance of her or his duties to the Corporation and
> including responsibility for negligence and for the accounting for all
> property, funds or securities of the Corporation which may come into
> her or his hands.
>
>
> ARTICLE V - NO SEAL
>
> The Corporation shall have no corporate seal.
>
>
> ARTICLE VI - CONSTRUCTION
>
> If there be any conflict between the provisions of the Certificate of
> Incorporation and these By-Laws, the provisions of the Certificate of
> Incorporation shall govern.
>
>
> ARTICLE VII - AMENDMENTS
>
> The By-Laws may be adopted, amended or repealed by the Board at the
> time they are entitled to vote in the election of Directors.
>
> If any By-Law regulating an impending election of Directors is
> adopted, amended or repealed by the Board, there shall be set forth in
> the notice of the next meeting of Directors for the election of
> Directors the By-Laws so adopted, amended or repealed, together with a
> concise statement of the changes made.
>
_______________________________________________
Board mailing list
Board at imfreedom.org
http://pidgin.im/cgi-bin/mailman/listinfo/board


From mark at kingant.net  Fri May 16 19:00:19 2008
From: mark at kingant.net (Mark Doliner)
Date: Fri, 16 May 2008 18:00:19 -0500
Subject: 2008 Board Meeting?
In-Reply-To: <20080516215139.GG18796@pidgin.im>
References: <481B011E.1080007@pidgin.im>
	<e61d333f0805071914t8716bfava04ffd6d63df1ae@mail.gmail.com>
	<e61d333f0805161431v260dc388gc3fb77c2f1bf7adf@mail.gmail.com>
	<20080516215139.GG18796@pidgin.im>
Message-ID: <20080516225848.M67838@kingant.net>

On Fri, 16 May 2008 17:51:39 -0400, Luke Schierer wrote
> On Fri, May 16, 2008 at 02:31:24PM -0700, Sean Egan wrote:
> > On Wed, May 7, 2008 at 7:14 PM, Sean Egan <seanegan at gmail.com> wrote:
> > > On Fri, May 2, 2008 at 4:55 AM, Nathan Walp <nwalp at pidgin.im> wrote:
> > >> Aren't we supposed to have a board meeting sometime soon?
> > >
> > > Yup. Sometime in May.
> > >
> > > How about May 19? 8:30PM EDT?
> > >
> > > The Agenda will contain elections! I hereby nominate everyone for
> > > re-election to their current position.
> > 
> > Haven't heard back from anyone on this yet :)
> > 
> > I also have some by-law ammendments and a conflict of interest policy
> > to approve.
> > 
> > -s.
> 
> The 19th should work. Please publish the ammedments to the board list.

Yeah, Monday is good.
_______________________________________________
Board mailing list
Board at imfreedom.org
http://pidgin.im/cgi-bin/mailman/listinfo/board


From elb at pidgin.im  Sun May 18 18:18:52 2008
From: elb at pidgin.im (Ethan Blanton)
Date: Sun, 18 May 2008 18:18:52 -0400
Subject: 2008 Board Meeting?
In-Reply-To: <e61d333f0805071914t8716bfava04ffd6d63df1ae@mail.gmail.com>
References: <481B011E.1080007@pidgin.im>
	<e61d333f0805071914t8716bfava04ffd6d63df1ae@mail.gmail.com>
Message-ID: <20080518221852.GA11984@elb.elitists.net>

I apologize for the extreme tardiness of this response.

Sean Egan spake unto us the following wisdom:
> On Fri, May 2, 2008 at 4:55 AM, Nathan Walp <nwalp at pidgin.im> wrote:
> > Aren't we supposed to have a board meeting sometime soon?
> 
> Yup. Sometime in May.
> 
> How about May 19? 8:30PM EDT?

Tomorrow evening is not going to work for me.  I can make the
financial information available before the meeting, if this is the
time which we settle upon.

Ethan

-- 
The laws that forbid the carrying of arms are laws [that have no remedy
for evils].  They disarm only those who are neither inclined nor
determined to commit crimes.
		-- Cesare Beccaria, "On Crimes and Punishments", 1764
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From seanegan at gmail.com  Mon May 19 14:25:42 2008
From: seanegan at gmail.com (Sean Egan)
Date: Mon, 19 May 2008 11:25:42 -0700
Subject: 2008 Board Meeting?
In-Reply-To: <20080518221852.GA11984@elb.elitists.net>
References: <481B011E.1080007@pidgin.im>
	<e61d333f0805071914t8716bfava04ffd6d63df1ae@mail.gmail.com>
	<20080518221852.GA11984@elb.elitists.net>
Message-ID: <e61d333f0805191125g1dac79aamba9582710382abae@mail.gmail.com>

On Sun, May 18, 2008 at 3:18 PM, Ethan Blanton <elb at pidgin.im> wrote:
> Tomorrow evening is not going to work for me.  I can make the
> financial information available before the meeting, if this is the
> time which we settle upon.

Will sometime later this week work? I've only gotten two
confirmations, and one decline. We should probably reschedule.
-s.
_______________________________________________
Board mailing list
Board at imfreedom.org
http://pidgin.im/cgi-bin/mailman/listinfo/board


From elb at pidgin.im  Mon May 19 14:48:22 2008
From: elb at pidgin.im (Ethan Blanton)
Date: Mon, 19 May 2008 14:48:22 -0400
Subject: 2008 Board Meeting?
In-Reply-To: <e61d333f0805191125g1dac79aamba9582710382abae@mail.gmail.com>
References: <481B011E.1080007@pidgin.im>
	<e61d333f0805071914t8716bfava04ffd6d63df1ae@mail.gmail.com>
	<20080518221852.GA11984@elb.elitists.net>
	<e61d333f0805191125g1dac79aamba9582710382abae@mail.gmail.com>
Message-ID: <20080519184822.GA19100@elb.elitists.net>

Sean Egan spake unto us the following wisdom:
> On Sun, May 18, 2008 at 3:18 PM, Ethan Blanton <elb at pidgin.im> wrote:
> > Tomorrow evening is not going to work for me.  I can make the
> > financial information available before the meeting, if this is the
> > time which we settle upon.
> 
> Will sometime later this week work? I've only gotten two
> confirmations, and one decline. We should probably reschedule.

Another night this week would work for me, personally.

Ethan

-- 
The laws that forbid the carrying of arms are laws [that have no remedy
for evils].  They disarm only those who are neither inclined nor
determined to commit crimes.
		-- Cesare Beccaria, "On Crimes and Punishments", 1764
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From mark at kingant.net  Mon May 19 16:07:36 2008
From: mark at kingant.net (Mark Doliner)
Date: Mon, 19 May 2008 15:07:36 -0500
Subject: 2008 Board Meeting?
In-Reply-To: <20080519184822.GA19100@elb.elitists.net>
References: <481B011E.1080007@pidgin.im>
	<e61d333f0805071914t8716bfava04ffd6d63df1ae@mail.gmail.com>
	<20080518221852.GA11984@elb.elitists.net>
	<e61d333f0805191125g1dac79aamba9582710382abae@mail.gmail.com>
	<20080519184822.GA19100@elb.elitists.net>
Message-ID: <20080519200517.M3990@kingant.net>

On Mon, 19 May 2008 14:48:22 -0400, Ethan Blanton wrote
> Sean Egan spake unto us the following wisdom:
> > On Sun, May 18, 2008 at 3:18 PM, Ethan Blanton <elb at pidgin.im> wrote:
> > > Tomorrow evening is not going to work for me.  I can make the
> > > financial information available before the meeting, if this is the
> > > time which we settle upon.
> > 
> > Will sometime later this week work? I've only gotten two
> > confirmations, and one decline. We should probably reschedule.
> 
> Another night this week would work for me, personally.

What about tomorrow night, May 20th, at 8pm EDT?

FYI I'll be away from computers from Wednesday night, May 21st, through next
Tuesday morning, May 27th.

-Mark
_______________________________________________
Board mailing list
Board at imfreedom.org
http://pidgin.im/cgi-bin/mailman/listinfo/board


From seanegan at gmail.com  Mon May 19 16:13:50 2008
From: seanegan at gmail.com (Sean Egan)
Date: Mon, 19 May 2008 13:13:50 -0700
Subject: 2008 Board Meeting?
In-Reply-To: <20080519200517.M3990@kingant.net>
References: <481B011E.1080007@pidgin.im>
	<e61d333f0805071914t8716bfava04ffd6d63df1ae@mail.gmail.com>
	<20080518221852.GA11984@elb.elitists.net>
	<e61d333f0805191125g1dac79aamba9582710382abae@mail.gmail.com>
	<20080519184822.GA19100@elb.elitists.net>
	<20080519200517.M3990@kingant.net>
Message-ID: <e61d333f0805191313h62a23146i6ed64df24b26344b@mail.gmail.com>

On Mon, May 19, 2008 at 1:07 PM, Mark Doliner <mark at kingant.net> wrote:
> FYI I'll be away from computers from Wednesday night, May 21st, through next
> Tuesday morning, May 27th.

And I'm gone for two weeks starting Saturday. Tomorrow at 8EDT works for me.

-s.
_______________________________________________
Board mailing list
Board at imfreedom.org
http://pidgin.im/cgi-bin/mailman/listinfo/board


From elb at pidgin.im  Mon May 19 16:24:40 2008
From: elb at pidgin.im (Ethan Blanton)
Date: Mon, 19 May 2008 16:24:40 -0400
Subject: 2008 Board Meeting?
In-Reply-To: <20080519200517.M3990@kingant.net>
References: <481B011E.1080007@pidgin.im>
	<e61d333f0805071914t8716bfava04ffd6d63df1ae@mail.gmail.com>
	<20080518221852.GA11984@elb.elitists.net>
	<e61d333f0805191125g1dac79aamba9582710382abae@mail.gmail.com>
	<20080519184822.GA19100@elb.elitists.net>
	<20080519200517.M3990@kingant.net>
Message-ID: <20080519202440.GA19825@elb.elitists.net>

Mark Doliner spake unto us the following wisdom:
> What about tomorrow night, May 20th, at 8pm EDT?

That is fine.

Ethan

-- 
The laws that forbid the carrying of arms are laws [that have no remedy
for evils].  They disarm only those who are neither inclined nor
determined to commit crimes.
		-- Cesare Beccaria, "On Crimes and Punishments", 1764
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From evan.s at dreskin.net  Mon May 19 17:09:11 2008
From: evan.s at dreskin.net (Evan Schoenberg)
Date: Mon, 19 May 2008 17:09:11 -0400
Subject: 2008 Board Meeting?
In-Reply-To: <20080519202440.GA19825@elb.elitists.net>
References: <481B011E.1080007@pidgin.im>
	<e61d333f0805071914t8716bfava04ffd6d63df1ae@mail.gmail.com>
	<20080518221852.GA11984@elb.elitists.net>
	<e61d333f0805191125g1dac79aamba9582710382abae@mail.gmail.com>
	<20080519184822.GA19100@elb.elitists.net>
	<20080519200517.M3990@kingant.net>
	<20080519202440.GA19825@elb.elitists.net>
Message-ID: <CBBDC538-DC84-48D7-B95E-E1C5976347C6@dreskin.net>

On May 19, 2008, at 4:24 PM, Ethan Blanton <elb at pidgin.im> wrote:

> Mark Doliner spake unto us the following wisdom:
>> What about tomorrow night, May 20th, at 8pm EDT?
>
> That is fine.

May 20th @ 8 EDT works for me, too.

-Evan

>
>
> Ethan
>
> --  
> The laws that forbid the carrying of arms are laws [that have no  
> remedy
> for evils].  They disarm only those who are neither inclined nor
> determined to commit crimes.
>        -- Cesare Beccaria, "On Crimes and Punishments", 1764
> _______________________________________________
> Board mailing list
> Board at imfreedom.org
> http://pidgin.im/cgi-bin/mailman/listinfo/board
_______________________________________________
Board mailing list
Board at imfreedom.org
http://pidgin.im/cgi-bin/mailman/listinfo/board


From seanegan at gmail.com  Mon May 19 17:13:55 2008
From: seanegan at gmail.com (Sean Egan)
Date: Mon, 19 May 2008 14:13:55 -0700
Subject: 2008 Board Meeting?
In-Reply-To: <CBBDC538-DC84-48D7-B95E-E1C5976347C6@dreskin.net>
References: <481B011E.1080007@pidgin.im>
	<e61d333f0805071914t8716bfava04ffd6d63df1ae@mail.gmail.com>
	<20080518221852.GA11984@elb.elitists.net>
	<e61d333f0805191125g1dac79aamba9582710382abae@mail.gmail.com>
	<20080519184822.GA19100@elb.elitists.net>
	<20080519200517.M3990@kingant.net>
	<20080519202440.GA19825@elb.elitists.net>
	<CBBDC538-DC84-48D7-B95E-E1C5976347C6@dreskin.net>
Message-ID: <e61d333f0805191413jd8f7760l7447e03b5b8744a5@mail.gmail.com>

On Mon, May 19, 2008 at 2:09 PM, Evan Schoenberg <evan.s at dreskin.net> wrote:
> On May 19, 2008, at 4:24 PM, Ethan Blanton <elb at pidgin.im> wrote:
>
>> Mark Doliner spake unto us the following wisdom:
>>> What about tomorrow night, May 20th, at 8pm EDT?
>>
>> That is fine.
>
> May 20th @ 8 EDT works for me, too.

It's on! boardroom at conference.pidgin.im

-s.
_______________________________________________
Board mailing list
Board at imfreedom.org
http://pidgin.im/cgi-bin/mailman/listinfo/board


From seanegan at gmail.com  Tue May 20 19:35:02 2008
From: seanegan at gmail.com (Sean Egan)
Date: Tue, 20 May 2008 16:35:02 -0700
Subject: 2008 Board Meeting?
In-Reply-To: <e61d333f0805191413jd8f7760l7447e03b5b8744a5@mail.gmail.com>
References: <481B011E.1080007@pidgin.im>
	<e61d333f0805071914t8716bfava04ffd6d63df1ae@mail.gmail.com>
	<20080518221852.GA11984@elb.elitists.net>
	<e61d333f0805191125g1dac79aamba9582710382abae@mail.gmail.com>
	<20080519184822.GA19100@elb.elitists.net>
	<20080519200517.M3990@kingant.net>
	<20080519202440.GA19825@elb.elitists.net>
	<CBBDC538-DC84-48D7-B95E-E1C5976347C6@dreskin.net>
	<e61d333f0805191413jd8f7760l7447e03b5b8744a5@mail.gmail.com>
Message-ID: <e61d333f0805201635j372cf651x8759357576f3d496@mail.gmail.com>

On Mon, May 19, 2008 at 2:13 PM, Sean Egan <seanegan at gmail.com> wrote:
>> May 20th @ 8 EDT works for me, too.
>
> It's on! boardroom at conference.pidgin.im

30 minutes!

-s.
_______________________________________________
Board mailing list
Board at imfreedom.org
http://pidgin.im/cgi-bin/mailman/listinfo/board


From lschiere at pidgin.im  Tue May 20 21:05:37 2008
From: lschiere at pidgin.im (Luke Schierer)
Date: Tue, 20 May 2008 21:05:37 -0400
Subject: conflict of interest policy
Message-ID: <20080521010537.GH18796@pidgin.im>

Shall the Board of IM Freedom, Inc.  adopt the conflict of interest
policy hosted at http://www.irs.gov/instructions/i1023/ar03.html
minus those sections marked "Hospital Insert"?

Voting shall open on May 28th and close at midnight on May 31st. 


_______________________________________________
Board mailing list
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From seanegan at gmail.com  Tue May 20 21:49:57 2008
From: seanegan at gmail.com (Sean Egan)
Date: Tue, 20 May 2008 18:49:57 -0700
Subject: Amended by-laws (Could someone update the webpage?)
Message-ID: <e61d333f0805201849h76448566oed51fa7c4dc2f02a@mail.gmail.com>

AMENDED AND RESTATED BY - LAWS

     OF

INSTANT MESSAGING FREEDOM, INC.




ARTICLE I - OFFICES

The mailing address of the corporation shall be 2515 4th Ave.,
Seattle, Washington.  The corporation
may have offices within or without this state as the board may from
time to time determine or the
business of the corporation may require.

ARTICLE II - PURPOSES

The purposes for which this corporation has been organized are as follows:

(a)	To endeavor to monitor and improve the quality of currently
existing publicly available software;

(b)	To foster, promote and increase access to software systems
available to the general public and promote the general right to use,
change or distribute Free and Open Source Software;

(c)	To solicit, collect and otherwise raise money and to expend such
funds in furtherance of the goals and activities of the Corporation;

(d)	To promote the use, development, and improvement of Free and Open
Source Software; and

(e)	To solicit, receive and maintain, invest and re-invest funds of
real and personal property andto contribute its income and so much of
the principal, in and as deemed advisable, for the purposes provided
in (a) through (d) of the FIRST paragraph of the corporation's
Certificate of Incorporation.


ARTICLE III - DIRECTORS

1.MANAGEMENT OF THE CORPORATION.

The corporation shall be managed by the Board of Directors which shall
consist of not less than three directors.  Each Director shall be at
least nineteen years of age.

2.ELECTION AND TERM OF DIRECTORS.

At each annual meeting of the corporation, Directors shall be elected
to hold office until the next annual meeting.  Each Director shall
hold office until the expiration of the term for
which she or he was elected and until her or his successor has been
elected and shall have qualified, or until her or his prior
resignation or removal.

3.INCREASE OR DECREASE IN NUMBER OF DIRECTORS.

The number of Directors may be increased or decreased by majority vote
of the Directors.  No decrease in number of Directors shall shorten
the term of any incumbent Director.

4.NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number
of Directors and vacancies occurring in the Board for any reason
except the removal of Directors without cause may be filled by a vote
of a majority of the Directors then in office, although less than a
quorum exists, unless otherwise provided in the Certificate of
Incorporation.  Vacancies occurring by reason of the removal of
Directors without cause shall be filled by vote of the Directors.  A
Director elected to fill a vacancy caused by resignation, death or
removal shall be elected to hold office for the unexpired term of her
or his predecessor.

5.REMOVAL OF DIRECTORS.

Any or all of the Directors may be removed with or without cause by a
vote of the Directors.

6.RESIGNATION.

A Director may resign at any time by giving written notice to the
Board, the President or the Secretary of the Corporation.  Unless
otherwise specified in the notice, the resignation shall take effect
upon receipt thereof by the Board or such officer, and the acceptance
of the resignation shall not be necessary to make it effective.

7.QUORUM OF DIRECTORS.

Unless otherwise provided in the Certificate of Incorporation, a
majority of the entire Board shall constitute a quorum for the
transaction of business or of any specified item of business.

8.ACTION OF THE BOARD.

Unless otherwise required by law, the vote of a majority of the
Directors present at the time of the vote, if a quorum is present at
such time, shall be the act of the Board.  Each Director present shall
have one vote.

9.PLACE AND TIME OF BOARD MEETINGS.

The Board may hold its meetings at the office of the Corporation or at
such other places, either within or without the state, as it may from
time to time determine.

10.REGULAR ANNUAL MEETING.

A regular annual meeting of the Board shall be held during the month
of April or such other month as the Board determines.

11.NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

Regular meetings of the Board may be held without notice at such time
and place as it shall from time to time determine.  Special meetings
of the Board shall be held upon notice to the Directors and may be
called by the President upon three days' notice to each Director
either personally or by mail, wire or fax;  special meetings shall be
called by the President or by the Secretary in a like manner on
written request of two Directors.  Notice of a meeting need not be
given to any Director who submits a waiver of notice whether before or
after the meeting or who attends the meeting without protesting prior
thereto or at its commencement, the lack of notice to her or him.

A majority of the Directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place.  Notice of
the adjournment shall be given all Directors who were absent at the
time of the adjournment and, unless such time and place are announced
at the meeting, to the other Directors.

12.CHAIRPERSON.

At all meetings of the Board the President, or in her or his absence,
a chair chosen by the Board shall preside.

13.EXECUTIVE AND OTHER COMMITTEES.

The Board, by resolution adopted by a majority of the entire Board,
may designate from among its members and executive committee and other
committees, each consisting of three or more Directors.  Each such
committee shall serve at the pleasure of the Board.

14.PROXIES.

Every Director entitled to vote at a meeting of Directors or to
express consent or dissent without a meeting may authorize another
person or persons to act for her or him by proxy.

Every proxy must be in writing, signed by the member or her or his
attorney-in-fact.  No proxy shall be valid after the expiration of
eleven months from the date thereof unless otherwise provided in
the proxy.  Every proxy shall be revocable at the pleasure of the
member executing it, except as otherwise provided by law.


ARTICLE IV - OFFICERS


1.OFFICERS, ELECTION, TERM.

Unless otherwise provided for in the Certificate of Incorporation, the
Board may elect or appoint a President, one or more Vice-Presidents, a
Secretary and a Treasurer, and such other officers as it may
determine, who shall have such duties, powers and functions as
hereafter provided.  All officers shall be elected or appointed to
hold office until the annual meeting of the Board.  Each officer shall
hold office for the term for which she or he is elected or appointed
and until her or his successor has been elected or appointed or
qualified. Any officer may, with the approval of the Treasurer, sign
all checks, drafts, notes, and order for the payment of money, as duly
authorized by the Board of Directors

2.REMOVAL, RESIGNATION, SALARY.

Any officer elected or appointed by the Board may be removed by the
Board with or without cause.  In the event of the death, resignation
or removal of an officer, the Board in its discretion may elect or
appoint a successor to fill the unexpired term.  Any two or more
offices may be held by the same person, except the offices of
President and Secretary.  All officers shall serve without salary.

3.PRESIDENT.

The President shall be the chief executive officer of the Corporation;
 she or he shall preside at all meetings of the Board;  she or he
shall have responsibility for the general management of the affairs of
the Corporation and shall see that all orders and resolutions of the
Board are carried into effect. She or he shall, when duly authorized
by the Board of Directors, sign and execute all contracts in the name
of the Corporation.

4.VICE-PRESIDENTS.

During the absence or disability of the President, the Vice-President
shall have all the powers and functions of the President.  The
Vice-President shall perform such other duties as the Board shall
prescribe.

5.TREASURER.

The Treasurer shall have the care and custody of all the funds and
securities of the Corporation, and shall deposit said funds in the
name of the Corporation in such bank or trust company as the Directors
may elect; she or he shall at all reasonable times exhibit her or his
books and accounts to any Director upon application at the office of
the Corporation during ordinary business hours.  At the end of each
corporate year, she or he shall have an audit of the accounts of the
Corporation made by a committee appointed by the President, and shall
present such audit in writing at the annual meeting of the Directors,
at which time she or he shall also present an annual report setting
forth in full the financial condition of the Corporation.

6.SECRETARY.

The Secretary shall keep the minutes of the Board of Directors.  She
or he shall have the custody of the seal of the Corporation and shall
affix and attest the same to documents when duly authorized by the
Board of Directors.  He or she shall attend to the giving and serving
of all notices of the Corporation, and shall have charge of such books
and papers as the Board of Directors may direct;  she or he shall keep
a membership roll containing the names, alphabetically arranged, of
all persons who are Directors of the Corporation, showing their places
of residence and the time they became Directors.

7.SURETIES AND BONDS.

In case the Board shall so require, any officer or agent of the
Corporation shall execute to the Corporation a bond in such sum and
with such surety or sureties as the Board may direct, conditioned upon
the faithful performance of her or his duties to the Corporation and
including responsibility for negligence and for the accounting for all
property, funds or securities of the Corporation which may come into
her or his hands.


ARTICLE V - NO SEAL

The Corporation shall have no corporate seal.


ARTICLE VI - CONSTRUCTION

If there be any conflict between the provisions of the Certificate of
Incorporation and these By-Laws, the provisions of the Certificate of
Incorporation shall govern.


ARTICLE VII - AMENDMENTS

The By-Laws may be adopted, amended or repealed by the Board at the
time they are entitled to vote in the election of Directors.

If any By-Law regulating an impending election of Directors is
adopted, amended or repealed by the Board, there shall be set forth in
the notice of the next meeting of Directors for the election of
Directors the By-Laws so adopted, amended or repealed, together with a
concise statement of the changes made.
_______________________________________________
Board mailing list
Board at imfreedom.org
http://pidgin.im/cgi-bin/mailman/listinfo/board


From mark at kingant.net  Wed May 21 05:31:25 2008
From: mark at kingant.net (Mark Doliner)
Date: Wed, 21 May 2008 04:31:25 -0500
Subject: Amended by-laws (Could someone update the webpage?)
In-Reply-To: <e61d333f0805201849h76448566oed51fa7c4dc2f02a@mail.gmail.com>
References: <e61d333f0805201849h76448566oed51fa7c4dc2f02a@mail.gmail.com>
Message-ID: <20080521092350.M91613@kingant.net>

I've updated the webpage.

Two minor typographical corrections:
* Article II section e contains the word "andto" which should be "and to."
* Missing a period at the end of Article IV section 1.

-Mark
_______________________________________________
Board mailing list
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From mark at kingant.net  Wed May 28 03:00:14 2008
From: mark at kingant.net (Mark Doliner)
Date: Wed, 28 May 2008 02:00:14 -0500
Subject: Vote on adoption of the conflict of interest policy
Message-ID: <20080528065926.M35132@kingant.net>

Email voting is now open for the following issue.  Voting will end at 11:59PM
PDT on May 31st, 2008.  This is approximately four days.  The secretary will
record the votes as received via e-mail.  Provided a quorum of four directors
have submitted votes by the deadline, this measure will be enacted by majority
vote.

Proposal

Shall the Board of IM Freedom, Inc. adopt the conflict of interest policy
hosted at http://www.irs.gov/instructions/i1023/ar03.html minus those sections
marked "Hospital Insert"?
_______________________________________________
Board mailing list
Board at imfreedom.org
http://pidgin.im/cgi-bin/mailman/listinfo/board


From lschiere at pidgin.im  Wed May 28 07:09:16 2008
From: lschiere at pidgin.im (Luke Schierer)
Date: Wed, 28 May 2008 07:09:16 -0400
Subject: Vote on adoption of the conflict of interest policy
In-Reply-To: <20080528065926.M35132@kingant.net>
References: <20080528065926.M35132@kingant.net>
Message-ID: <20080528110916.GM18796@pidgin.im>

On Wed, May 28, 2008 at 02:00:14AM -0500, Mark Doliner wrote:
> Email voting is now open for the following issue.  Voting will end at 11:59PM
> PDT on May 31st, 2008.  This is approximately four days.  The secretary will
> record the votes as received via e-mail.  Provided a quorum of four directors
> have submitted votes by the deadline, this measure will be enacted by majority
> vote.
> 
> Proposal
> 
> Shall the Board of IM Freedom, Inc. adopt the conflict of interest policy
> hosted at http://www.irs.gov/instructions/i1023/ar03.html minus those sections
> marked "Hospital Insert"?

Just as a note, anyone not on the board list who has an opinion or would
like to bring something to our attention can post at
discussion at imfreedom.org

Thanks!
Luke

_______________________________________________
Board mailing list
Board at imfreedom.org
http://pidgin.im/cgi-bin/mailman/listinfo/board


From nwalp at pidgin.im  Wed May 28 07:44:25 2008
From: nwalp at pidgin.im (Nathan Walp)
Date: Wed, 28 May 2008 07:44:25 -0400
Subject: Vote on adoption of the conflict of interest policy
In-Reply-To: <20080528065926.M35132@kingant.net>
References: <20080528065926.M35132@kingant.net>
Message-ID: <483D4599.6030409@pidgin.im>

Mark Doliner wrote:
> Email voting is now open for the following issue.  Voting will end at 11:59PM
> PDT on May 31st, 2008.  This is approximately four days.  The secretary will
> record the votes as received via e-mail.  Provided a quorum of four directors
> have submitted votes by the deadline, this measure will be enacted by majority
> vote.
> 
> Proposal
> 
> Shall the Board of IM Freedom, Inc. adopt the conflict of interest policy
> hosted at http://www.irs.gov/instructions/i1023/ar03.html minus those sections
> marked "Hospital Insert"?

I vote "Yes"

-Nathan Walp

_______________________________________________
Board mailing list
Board at imfreedom.org
http://pidgin.im/cgi-bin/mailman/listinfo/board


From mark at kingant.net  Fri May 30 02:19:42 2008
From: mark at kingant.net (Mark Doliner)
Date: Fri, 30 May 2008 01:19:42 -0500
Subject: Vote on adoption of the conflict of interest policy
In-Reply-To: <20080528065926.M35132@kingant.net>
References: <20080528065926.M35132@kingant.net>
Message-ID: <20080530061509.M45805@kingant.net>

On Wed, 28 May 2008 02:00:14 -0500, Mark Doliner wrote
> Email voting is now open for the following issue.  Voting will end 
> at 11:59PM PDT on May 31st, 2008.  This is approximately four days.  
> The secretary will record the votes as received via e-mail.  
> Provided a quorum of four directors have submitted votes by the 
> deadline, this measure will be enacted by majority vote.
> 
> Proposal
> 
> Shall the Board of IM Freedom, Inc. adopt the conflict of interest policy
> hosted at http://www.irs.gov/instructions/i1023/ar03.html minus 
> those sections marked "Hospital Insert"? 

I vote in favor of adopting this conflict of interest policy.

I very much agree with the ideals of the conflict of interest policy, but
there are two things that seem like they'll be a minor hassle:

1. Article VI says we're each supposed to sign a statement that we've read and
understand the conflict of interest policy.  Maybe some sort of digital
signature would suffice?

2. Article VII says we're supposed to conduct periodic reviews to make sure
our spending is fair and conforms to our goals.  If we're not spending much
money, and don't have deals or partnerships with people on our board then I
would think this isn't really needed.

-Mark
_______________________________________________
Board mailing list
Board at imfreedom.org
http://pidgin.im/cgi-bin/mailman/listinfo/board


From mark at kingant.net  Fri May 30 02:26:23 2008
From: mark at kingant.net (Mark Doliner)
Date: Fri, 30 May 2008 01:26:23 -0500
Subject: Meeting minutes/log on imfreedom.org website
Message-ID: <20080530062247.M15576@kingant.net>

Hey Luke (or anyone, really), do you have the minutes and/or a log from our
two board meetings?  Do people think it's a good idea to put that on the
imfreedom.org website?  I'm in favor of it.

I checked the website into mtn, by the way (with help from Ethan).  You should
be able to check it out from the org.imfreedom.www branch.

-Mark
_______________________________________________
Board mailing list
Board at imfreedom.org
http://pidgin.im/cgi-bin/mailman/listinfo/board


From markster at digium.com  Fri May 30 02:31:16 2008
From: markster at digium.com (Mark Spencer)
Date: Fri, 30 May 2008 01:31:16 -0500 (CDT)
Subject: Vote on adoption of the conflict of interest policy
In-Reply-To: <20080530061509.M45805@kingant.net>
Message-ID: <16177107.904791212129076751.JavaMail.root@jupiler.digium.com>

I also vote to support it!

Mark

----- Original Message -----
From: "Mark Doliner" <mark at kingant.net>
To: board at imfreedom.org
Sent: Friday, May 30, 2008 1:19:42 AM GMT -06:00 US/Canada Central
Subject: Re: Vote on adoption of the conflict of interest policy

On Wed, 28 May 2008 02:00:14 -0500, Mark Doliner wrote
> Email voting is now open for the following issue.  Voting will end 
> at 11:59PM PDT on May 31st, 2008.  This is approximately four days.  
> The secretary will record the votes as received via e-mail.  
> Provided a quorum of four directors have submitted votes by the 
> deadline, this measure will be enacted by majority vote.
> 
> Proposal
> 
> Shall the Board of IM Freedom, Inc. adopt the conflict of interest policy
> hosted at http://www.irs.gov/instructions/i1023/ar03.html minus 
> those sections marked "Hospital Insert"? 

I vote in favor of adopting this conflict of interest policy.

I very much agree with the ideals of the conflict of interest policy, but
there are two things that seem like they'll be a minor hassle:

1. Article VI says we're each supposed to sign a statement that we've read and
understand the conflict of interest policy.  Maybe some sort of digital
signature would suffice?

2. Article VII says we're supposed to conduct periodic reviews to make sure
our spending is fair and conforms to our goals.  If we're not spending much
money, and don't have deals or partnerships with people on our board then I
would think this isn't really needed.

-Mark
_______________________________________________
Board mailing list
Board at imfreedom.org
http://pidgin.im/cgi-bin/mailman/listinfo/board
_______________________________________________
Board mailing list
Board at imfreedom.org
http://pidgin.im/cgi-bin/mailman/listinfo/board


From lschiere at pidgin.im  Sat May 31 09:34:29 2008
From: lschiere at pidgin.im (Luke Schierer)
Date: Sat, 31 May 2008 09:34:29 -0400
Subject: Meeting minutes/log on imfreedom.org website
In-Reply-To: <20080530062247.M15576@kingant.net>
References: <20080530062247.M15576@kingant.net>
Message-ID: <20080531133429.GN18796@pidgin.im>

On Fri, May 30, 2008 at 01:26:23AM -0500, Mark Doliner wrote:
> Hey Luke (or anyone, really), do you have the minutes and/or a log from our
> two board meetings?  Do people think it's a good idea to put that on the
> imfreedom.org website?  I'm in favor of it.
> 
> I checked the website into mtn, by the way (with help from Ethan).  You should
> be able to check it out from the org.imfreedom.www branch.
> 
> -Mark

Minutes of the last two meetings are attached.  I also have logs of
each.

Luke

-------------- next part --------------
Luke Schierer, Ethan Blanton, Evan Schoenberg, Nathan Walp & Sean Egan in attendence.

Mark Doliner and Mark Spencer absent.

Sean:
	Legal obligations resolved until 20080504, when we can no longer use "Gaim".  Non-profit status not yet filed.

Elb:
	We have $7,996.64 in account.  We have taken in $15,000 of which $3,000 was held for Adium and disbursed to them. 
	We have spent $3,090.96 on artwork.
	We have spent $26 on wire fees.
	We have spent 103.87 on credit card processing.
	We have spent $7.63 on postage.
	We have spent $775 on legal fees.
Luke:
	Reported on Server costs and explained the advantages of a server.

The board voted to defer this decision pending more research.

The board unanimously voted that the vp continue to look into the possibilities of selling Pidgin tee-shirts and other merchandise.

The board unanimously voted that a webpage for imfreedom be created.

The board unanimously voted to create discussion at imfreedom.org

The board voted that the president would invite devel at pidgin.im and adium-devl at adiumx.com to disccusion at imfreedom.org

The board voted to re-elect all officers.

The board voted that an agenda would be published no less than one week in advance of the meeting.

The board voted that:
	Any proposal dealing with the expenditure of more than a total of $100 (either as a one-time cost, or the sum of recurring expenditures), must be proposed at least one week before votes are collected.  It may either be proposed for an email vote with one week of notice, or proposed for vote at a board meeting, provided that the text of the proposal is present in the meeting agenda one week in advance.

The board voted that the website contain the following:
	1) A statement clarifying that IM Freedom, Inc. does not direct the day-to-day development of Pidgin, libpurple, Adium, or any libpurple related project.
	2) A statement that any funds donated to IM Freedom, Inc. in no way entitle the donator to any special privileges or control over the activites of IM Freedom, Inc. or the disbursment of their donation.
	3) Information reguarding the public mailing list, discussion at imfreedom.org, and the archives of board at imfreedom.org (as appropriate).
	4) A regularly updated statement on the activites being pursued by IM Freedom, Inc. as discussed on the mailing lists and voted on by the board.


-------------- next part --------------
The minutes of the previous meeting were approved as read.

The board re-elected all officers and directors to their current position, there being no one running opposed.

The board unanimously voted to amend the by-laws to read
	The mailing address of the corporation shall be 2515 4th Ave. #1108, Seattle, Washington. ?The corporation may have offices within or without this state as the board may from time to time determine or the business of the corporation may require.

The board unanimously voted to amend Article IV, Section 3 of the by-laws to read:
	She or he shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Corporation.

The board voted to amend Article IV Section 1 of the by-laws to read:
	Unless otherwise provided for in the Certificate of Incorporation, the Board may elect or appoint a President, one or more Vice-Presidents, a Secretary and a Treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereafter provided.  All officers shall be elected or appointed to hold office until the annual meeting of the Board.  Each officer shall hold office for the term for which she or he is elected or appointed and until her or his successor has been elected or appointed or qualified. Any officer may, with the approval of the Treasurer, sign all checks, drafts, notes, and order for the payment of money, as duly authorized by the Board of Directors.

The Board voted to amend Article IV Section 5 to remove the clause that read
	he or he shall also sign all checks, drafts, notes, and order for the payment of money, which shall be duly authorized by the Board of Directors and shall be countersigned by the President

The Board voted to defer decision on conflict of interest policy, and to vote via email.  Ethan reminded the Board that an email notice is required, followed by a one week deferal.  Voting shall open on May 28th and close on the 31st at midnight.

Treasurer's report:
	2007 accounts:
		We opened the year with $9,627.74, and closed the year with $7,810.64.
		We spent:
			$801 on artwork
			$775 on legal fees
			$218.87 on credit card processing
			$21 on bank charges
			$1.23 on postage
	2008 accounts:
		We have spent:
			$150 on credit card processing.
			$25 in bank fees.
		The treasurer believes the $25 to be erroneous, and is working with the bank to straighten this out.

The VP requests info on what the credit card processing.  The treasurer reports:
	the credit card processing fees were authorized so that we could readily accept donations, which we have not yet arranged as we have not yet resolved our tax-exempt status

The books were approved.

The Board authorizes the Treasurer to open an interest bearing savings account at our current institution, Chater One/RBS Citizens Bank.

The Board adjourned.

-------------- next part --------------
_______________________________________________
Board mailing list
Board at imfreedom.org
http://pidgin.im/cgi-bin/mailman/listinfo/board

From lschiere at pidgin.im  Sat May 31 09:35:49 2008
From: lschiere at pidgin.im (Luke Schierer)
Date: Sat, 31 May 2008 09:35:49 -0400
Subject: Vote on adoption of the conflict of interest policy
In-Reply-To: <20080528065926.M35132@kingant.net>
References: <20080528065926.M35132@kingant.net>
Message-ID: <20080531133549.GO18796@pidgin.im>

On Wed, May 28, 2008 at 02:00:14AM -0500, Mark Doliner wrote:
> Email voting is now open for the following issue.  Voting will end at 11:59PM
> PDT on May 31st, 2008.  This is approximately four days.  The secretary will
> record the votes as received via e-mail.  Provided a quorum of four directors
> have submitted votes by the deadline, this measure will be enacted by majority
> vote.
> 
> Proposal
> 
> Shall the Board of IM Freedom, Inc. adopt the conflict of interest policy
> hosted at http://www.irs.gov/instructions/i1023/ar03.html minus those sections
> marked "Hospital Insert"?

I vote to addopt this policy.

Luke

_______________________________________________
Board mailing list
Board at imfreedom.org
http://pidgin.im/cgi-bin/mailman/listinfo/board


