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Minutes of the Special TLDA Board Meeting
Held via Internet Relay Chat (IRC)
on September 5, 2001 at 23:00 EDT. Board Members Present: Leah Gallegos
Karl Peters
Marc Brittan
John Palmer
Bruce James NOTE: During this meeting, the IRC server was very slow and members dropped out and came back during the meeting. The meeting was halted when a quorum was not present and restarted when the quorum returned. The Secretary, John Palmer, acting as Chair, called the meeting to order. A few other issues were voted on before the adoption vote. John Palmer made motions regarding the approval of the minutes of the August 15, 2001 meeting MOTION 1 BY JOHN PALMER That the reading of the minutes of the August 15, 2001 meeting be dispensed with and that
they be approved by the Board. SECONDED BY BRUCE JAMES VOTE: YES: John Palmer, Leah Gallegos, Marc Brittan, Karl Peters, Bruce James
TOTAL: 5 YES. THE MOTION IS AGREED TO The board next heard a report from Ray Fassett regarding the lawyers looking at the Bylaws. Ray stated: "The lawyers are awaiting further instruction from the TLDA. I have not requested detailed legal review of
existing by-laws. This must authorized by the Board. There will be cost associated. In conjunction with this, the Board will need to provide concise instructions regarding its desired status. This is not difficult, but requires clear direction for them to follow. The Board will need to provide this". MOTION 2 BY KARL PETERS Motion to table this subject and discuss it on the list with the goal of fixing all the ambiguities that the board can before involving the attorneys further. The Board can then ask for a price on a review when there are clearer objectives. SECONDED BY BRUCE JAMES VOTE: YES: John Palmer, Leah Gallegos, Marc Brittan, Karl Peters, Bruce James
TOTAL: 5 YES. THE MOTION IS AGREED TO. John Palmer asked Ray to fax him any official documents of the TLDA that he has in his possesion. The next item on the agenda was the reports from committees. Karl Peters reported for the Elections Committee: The elections committee is missing a member as only two people ran for office in the elections committee. John Palmer indicated that the ByLaws state that the Board will fill any vacancies if there are any in between elections. John also offered his technical assistance to election committee members if they need it. Leah reported for the Compliance Committee: Compliance has a meeting scheduled for this Friday, September 7, 2001 to start preliminary work. Also, Joe Baptista has volunteered to assist the committee. His talents will be of great assistance. John Palmer appealed to all committees to begin their work as soon as possible. John Palmer made a motion regarding the Elections Committee vacancy: MOTION 3 BY JOHN PALMER That the Board post a request for candidates for the vacant seat on the Elections Committee and that the Board will evaluate all responding candidates and choose the person to fill the vacancy from among the respondants. SECONDED BY LEAH GALLEGOS VOTE: YES: John Palmer, Leah Gallegos, Bruce James, Mark Brittan, Karl Peters
TOTAL: 5 YES. THE MOTION IS AGREED TO. Next agenda item is Report of Officers. John Palmer, Secretary, reported that he had not yet received all of the official documents of the TLDA from Ray and Gene. John will contact both of them to get these items as soon as possible. John Palmer made a motion regarding this matter: MOTION 4 BY JOHN PALMER That John Palmer, as secretary of the TLDA, send an E-mail, make a phone call and send a letter by Certified US Mail, return receipt requested, demanding that Gene Marsh turn over any and all original documents relating to the Top Level Domain Association that he has in his possesion. Such communication should also include another request for him to transfer the domain TLDA.ORG to the Top Level Domain Association as required in the ByLaws and in accordance his your agreement to do so.
VOTE: YES: John Palmer, Leah Gallegos, Bruce James, Karl Peters, Marc Brittan
TOTAL: 5 YES. THE MOTION IS AGREED TO. The next item on the agenda is setting regular Board meeting dates and times for the rest of the current board's term. John Palmer made a motion: MOTION 4 BY JOHN PALMER The TLDA Board will hold meetings on the following dates, at 11 PM Eastern Time: Oct 10, 2001, Nov 14, 2001, Dec 12, 2001, Jan 9, 2002, Feb 13, 2002 and Mar 14, 2002. MOTION SECONDED BY BRUCE JAMES VOTE: YES: John Palmer, Leah Gallegos, Bruce James, Karl Peters, Marc Brittan
TOTAL: 5 YES. THE MOTION IS AGREED TO The next item on the agenda is the selection of officers of the organization. It was generally agreed to that the TLDA doesn't need a vice president, but needs a President and Treasurer. Ray Fassett is the current treasurer but does not want to continue. After discussion, John Palmer made a motion: MOTION 5 BY JOHN PALMER That The Secretary will publish a call for nominations to the TLDA Membership E-mail list for the offices of President and Treasurer of the TLDA and direct that all nominations be sent to him. He will then present them to the Board and the Board will choose persons to occupy those offices. SECONDED BY MARC BRITTAN VOTE: YES: John Palmer, Leah Gallegos, Marc Brittan, Karl Peters, Bruce James
TOTAL: 5 YES. THE MOTION IS AGREED TO Marc Brittan was nominated for Alternate Chair and he accepted. VOTE FOR MARC BRITTAN AS ALTERNATE CHAIR OF THE TLDA BOARD
YES: John Palmer, Leah Gallegos, Bruce James, Karl Peters, Marc Brittan
TOTAL: 5 YES. MARC BRITTAN IS ELECTED AS ALTERNATE CHAIR OF THE TLDA BOARD. Next item on the agenda has to do with Bruce James's questions posted on the TLDA Board list. One of which why the TLDA was incorporated the way it was. After the discussion, a motion was made: MOTION 6 BY JOHN PALMER Karl Peters will incorporate the TLDA in Georgia as a Non-Profit Corporation.
SECONDED BY BRUCE JAMES VOTE: YES: John Palmer, Bruce James, Leah Gallegos, Karl Peters, Marc Brittan
TOTAL: 5 YES. THE MOTION IS AGREED TO. It was decided to table the discussion of issuing a position on the WIPO-II report. Leah Gallegos made a motion to adjorn the meeting MOTION 7 BY LEAH GALLEGOS That this meeting is now adjorned. SECONDED BY JOHN PALMER VOTE: YES: John Palmer, Leah Gallegos, Karl Peters, Marc Brittan, Bruce James
TOTAL 5 YES. THE MOTION IS AGREED TO The meeting was concluded at 01:33 EDT, September 6, 2001
Leah Gallegos suggested that we postpone the vote for alternate chair as some members were missing due to the IRC problems. Leah made a motion to this effect. MOTION 3 BY LEAH GALLEGOS That That the Board shall wait until we can all meet without interruption to elect an alternate chairperson. SECONDED BY PATRICK CORLISS VOTE: YES: John Palmer, Leah Gallegos, Marc Schneiders, Sash Cacoroski, Patrick Corliss
TOTAL: 5 YES. THE MOTION IS AGREED TO. The next item on the agenda was the request by Sash Cacoroski to use the TLDA logo on his sales literature. Leah stated that the Board needs to agree on language and usage rules so that the logo wont be abused. She suggested that we allow the use subject to the Board's approval of language as to be decided on the Board mailing list.
Marc Schneiders pointed out that the main thing is that the language should not imply some sort of TLDA approval of the product being marketed. John Palmer made a motion: MOTION 4 BY JOHN PALMER Grandom can use the logo on its literature with the caption "Member of the Top Level Domain Association". SECONDED BY MARC SCHNEIDERS VOTE: YES: John Palmer, Leah Gallegos, Patrick Corliss, Marc Schneiders, Marc Brittan, Bradley Thornton, Sash Cacoroski
TOTAL: 7 YES. THE MOTION IS AGREED TO. After some discussion, Motion 4 was amended by another motion: MOTION 5 BY JOHN PALMER In the previous motion giving Grandom permission to use the TLDA Logo - change "GRANDOM" to "ANY MEMBER" SECONDED BY LEAH GALLEGOS VOTE: YES: JOHN PALMER, LEAH GALLEGOS, SASH CACOROSKI, MARC BRITTAN, MARC SCHNEIDERS, PATRICK CORLISS, BRADLEY THORNTON
TOTAL: 7 YES. THE MOTION IS AGREED TO. Discussion then returned to election of the Alternate Chair this evening, but a quick poll of the members showed that the Board still wanted to wait for the other two members to be present in order for the vote on this issue. Next on the agenda was discussion of the Compliance Committee run-off. John Palmer indicated that he had asked the Election Committee to schedule a run-off election, but they had not done so. He suggested that the Board set the dates and inform the Election Committee to carry out the election on those dates. Leah Gallegos/John Palmer made a motion MOTION 6 BY JOHN PALMER AND LEAH GALLEGOS That the run-off between Mike Batchelor and Sash Cacoroski for the Compliance/Endorsements committee be held from August 24 00:00 EDT to August 26 00:00 EDT (GMT = 04:00). SECONDED BY PATRICK CORLISS VOTE: YES: John Palmer, Leah Gallegos, Marc Schneiders, Bradley Thornton, Marc Brittan, Patrick Corliss
TOTAL: 6 YES. THE MOTION IS AGREED TO. Due to several key people being missing from the meeting, it was decided to table several of the agenda items until a later meeting. MOTION 7 BY LEAH GALLEGOS That the agenda items for budget and transition of duties for the chair be tabled until we have our own IRC server and can reconvene. SECONDED BY MARC SCHNEIDERS VOTE: YES: MARC SCHNEIDERS, MARC BRITTAN, JOHN PALMER, LEAH GALLEGOS, PATRICK CORLISS. ABSTAIN: BRADLEY THORNTON (not responding).
TOTAL: 5 YES, 1 ABSTAIN. THE MOTION IS AGREED TO. A discussion was had regarding the fact that there is no provision in the ByLaws for a transition period after the elections for new office holders to ease into their jobs. John Palmer made a motion (amended several times). MOTION 8 BY JOHN PALMER That there be a transition period of 15 days from the end of the election whereby a newly elected board member, committee member or officer works with the person he or she is replacing to ensure an orderly transition of duties of the position. SECONDED BY LEAH GALLEGOS VOTE: YES: John Palmer, Leah Gallegos, Marc Schneider, Patrick Corliss, Marc Brittan. Abstain: Bradley Thornton (not responding)
TOTAL: 5 YES, 1 ABSTAIN. THE MOTION IS AGREED TO. John Palmer then made a motion to adjorn. MOTION 8 BY JOHN PALMER That the meeting is now adjorned. SECONDED BY LEAH GALLEGOS VOTE: YES: John Palmer, Leah Gallegos, Marc Schneiders, Marc Brittan, Patrick Corliss
TOTAL: YES: 5, ABSTAIN: 1. THE MOTION IS AGREED TO The meeting was adjorned at 02:00 EDT, August 16, 2001
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Corporate Documents 
