Minutes of Genesee Free-Net Board of Directors Meeting
Organization Meeting
January 13, 2005
Flint Area Convention and Visitors Bureau
316 Water Street

PRESENT:
Larry Porn, Vice Chair
Kay Schwartz, Treasurer
Solomon Johnson, Secretary

Dennis Cavanaugh, Board
Chad Cramer, Board
Scott Gifford, Board
Georgia Kitchen, Board
Les LeMieux, Board
Harvey Sherman, Board
Garry Viele, Board
Charles Wright, Board

Robin Rabidue, Marketing Co-Chair
Kenny Thomas, Systems Committee

Call to order at 5:17pm. L. Porn presiding.

New Board member Charles Wright was introduced to all in attendance.

L. Porn announced that former Board member Marilyn Sage was hospitalized at McLaren. She is an important member of the Office Operations Committee and maintains the renewal and expiration records of individual member accounts.

The first order of business for the organizational meeting is the election of Board Officers for the year. GFN currently has ten Directors but needs fifteen Directors according to the by-laws. The meeting was opened for the nominations of Chair, Vice Chair, Secretary and Treasurer to serve as Genesee Free-Net Officers for the 2005 operating year.

G. Viele nominated L. Porn for Chair with support from K. Schwartz. L. Porn reluctantly declined because of the many other duties he is committed to with the Free-Net and other organizations, particularly his church.

After some discussion of the usual progression of Vice Chair to Chair, G. Viele nominated Denny Cavanaugh for Chair with support by K. Schwartz. Nominations were closed and Denny Cavanaugh was elected Genesee Free-Net Chair by acclamation.

L. Porn continued to preside and opened for nomination of Vice Chair. K. Schwartz nominated L. Porn. G. Viele supported. Nominations were closed and Larry Porn was elected Vice Chair by acclamation.

S. Johnson indicated willingness to continue as Secretary and was nominated by S. Gifford with support by H. Sherman. G. Viele moved that nominations be closed with support by K. Schwartz. Solomon Johnson was elected Secretary for the next year.

Harvey Sherman expressed interest in the Treasurer position at the December, 2004 Board meeting. K. Schwartz nominated Harvey for Treasurer with support by S. Gifford. The motion to close nominations was made by S. Gifford and supported by D. Cavanaugh. Harvey Sherman was elected Genesee Free-Net Treasurer by acclamation. Kay will work with Harvey over the next few months transitioning financial account signatures and records.

Other Business:

Georgia Kitchen will work with Robin Rabidue on marketing issues while Denny Cavanaugh transitions to the position of GFN Chair.

Kay Schwartz moved that Les LeMieux continue as an active Board member for the next year. Motion supported by Scott Gifford. The motion carried.
Les likely will help re-work the by-laws governing term limitations for GFN Directors.

Harvey Sherman nominated Scott Arnst for Board member for one year. Scott has expressed interest in serving as a Board member to Harvey. Scott Arnst has a Master's Degree in management and is a Microsoft Specialist. Should Scott Arnst accept, GFN would have twelve (12) active Board members making seven (7) members a quorum for conduct of Board business.

Robin Rabidue indicated a possible Board candidate at ELGA Credit Union.

Chair Comments – L. Porn:
An Amazon.com Associate link is on the GFN Web site. A percentage of proceeds generated through the link will accrue to the Free-Net as unrelated business income. L. LeMieux commented that Naples.net has not had much income from Amazon Associates.

Don Doyle of GenTech commented to Larry Porn that some of its business clients may be prospects for GFN accounts. Discussion arose around the issue of GFN offering accounts to businesses and possible effect on GFN tax exempt status. Currently, GFN has no paid staffing and at least eighty percent (80%) of work supporting GFN services is done by volunteers. Offering services to individuals and non-profit organizations may allow GFN to continue to operate as a 501(c.3.) entity. There is concern of the expectation of services by businesses and the ability of GFN to meet those expectations with its limited resources. Georgia Kitchen commented that GFN needs to concentrate on offering services to kids.

New Business – L. Porn:
Larry reported on a meeting with Don Doyle of GenTech investigating the possibility of GFN using modems there. While firm fees could not be quoted, typical expense to GFN would be $400 to $500 per month. A rack mount would be required. With rack space rent and prorated bandwidth fees, GFN monthly costs were estimated as $900. GFN would need to buy modems (PRI units). Three such units were recommended for redundancy and maintenance backups. It is estimated that ninety (90) version V.90 modems could be purchased for $300. Total expense to GFN was estimated as $1900 per month or $8700 per year after including telephone line use fees.

GFN must act quickly if it wishes to proceed with an arrangement with GenTech since the contract with Merit expires March 31, 2005. Kay Schwartz provided that the Merit fees break down to $38 per month per modem. With the annual membership fee of $1000, Merit fees and support total $46,600 yearly for 100 modems.

Kenny Thomas provided GFN modem usage through Merit. Average peak usage was estimated at 55 modems with maximum usage of 95 modems for short intervals.

Harvey Sherman made a quick calculation assuming GFN maintained 70 modems at Merit and 46 at GenTech. The scenario presumably would provide $13,000+ to proceed with GenTech. Scott Gifford asked if there was Board feeling to go ahead?

Garry Viele and Kenny Thomas had to leave the meeting at 6:18pm. Garry indicated that his vote would be to abstain in event of a Board vote on the issue.

Discussion continued around issues of reliability of PRI equipment and maintenance of a GenTech modem pool. It was commented that Merit has made changes in dial-up access that may provide toll free connection for more locations and reduce some of the connection problems experienced in outlying areas. Mentioned also was perhaps a greater potential for access to wireless through GenTech.

Harvey Sherman proposed that System Administration get firm costs from GenTech and return to the issue at the next meeting. He will also get Merit contact information from Vahid Lotfi. The Board will need to execute a resolution for a new Merit contact for GFN.

Term limited former GFN Directors V. Lotfi and J. Preston were recognized for their service to the Genesee Free-Net. A motion carried authorizing Chad Cramer to purchase appropriate service awards, not to exceed forty dollars each, to be presented by the Board to Vahid Lotfi and Jerry Preston.

Adjournment: 6:46pm.

Next Meeting:
January 27, 2005 at 5:15 pm at the Flint Area Convention and Visitors Bureau on Water Street.

Respectfully Submitted,

Solomon T Johnson, Secretary