Minutes of First Board Meeting, 28 Aug 2007

The meeting was held at 832 Dolores Street, #4, San Francisco, CA, 94110, USA. The following were present:

  • Jeff Ubois
  • Bob Ostertag
  • Shinjoung Yeo
  • James Jacobs
  • Karl Fogel

Karl Fogel served as initial chair.

The chair circulated a copy of the Consent to Action Taken in Lieu of Organizational Meeting executed by the Incorporator and upon motion duly made, seconded and carried, it was

RESOLVED, that the actions taken by the Incorporator as set forth in the Consent to Action Taken in Lieu of Organizational Meeting are hereby approved, ratified and in all respects confirmed. A copy of the Articles of Incorporation together with the receipt issued by the Department of State showing the date and payment of the filing fee for the original Articles of Incorporation is annexed hereto [in the paper copy, not here]. A copy of the bylaws of the corporation are also annexed hereto [in the paper copy].

Upon motion duly made, seconded and carried, it was

RESOLVED, that the following directors are duly appointed to hold office until the next election of directors, and until a successor of each shall have been elected and qualified:

  • Jeff Ubois
  • Bob Ostertag
  • Shinjoung Yeo
  • James Jacobs
  • Karl Fogel

Karl Fogel was elected Chairperson and the following persons were nominated to be officers of the corporation:

  • President: Karl Fogel
  • Secretary: Karl Fogel
  • Treasurer: Jeff Ubois

It was also resolved that should counsel for the corporation recommend that the same director not hold two offices, that Shinjoung Yeo would automatically become Secretary instead of Karl Fogel, but that until such time as counsel may recommend otherwise, Karl Fogel is the Secretary.

A vote of the directors was taken and the nominees were elected officers of the corporation and thereupon assumed their respective offices.

Upon motion duly made, seconded and carried, it was

RESOLVED, that counsel for the corporation be directed to begin the process of making application to the Internal Revenue Service for recognition of exemption under Section 501(c)(3) of the Internal Revenue Code as a publicly supported organization, and the officers of the corporation shall assist such process and provide counsel with such information and cooperation as the officers deem appropriate to facilitate the application process. Karl Fogel was authorized to sign the Application for Recognition of Exemption and related documents on behalf of the Corporation.

The attached resolutions relating to the opening of a checking account in Wells Fargo Bank were adopted.

Upon motion duly made, seconded and carried, it was

RESOLVED, that the corporation commence operation consistent with the purposes for which it was created.

There being no further business before the meeting, on motion duly made, seconded and carried, it was adjourned.

The following are appended to [the paper copy of] these minutes:

  • Certified copy of the Articles of Incorporation
  • Receipt of the Department of State
  • Bylaws of the Corporation
  • Banking Resolutions

The following things were informally discussed:

Karl to:

  • get foundation list from Shinjoung
  • make an email alias for the board (DONE)
  • investigate/install Drupal "organic groups" module on the site (DONE) (but now need to learn how we use it)
  • For the "media watch" project, see about Google News RSS feeds
  • Set up a Google Alert for Bob Ostertag
  • Get photos, etc of PoD machine in NY Public Library, for James and Shinjoung (DONE)

General thoughts:

  • Use Bob's "cops and illegal immigrants" analogy when talking to librarians about whether they should be enforcers of copyright law
  • Some under-explored natural constituencies of ours: students, librarians, academics, researchers
  • Make it clear that QCo represents the public, not just artists (or audiences, for that matter).
  • Look into scholarly publishing conferences