[absoft-board] Re: March and April Minutes 2012

  • From: "dogmom tds.net" <dogmom@xxxxxxx>
  • To: absoft-board@xxxxxxxxxxxxx
  • Date: Thu, 24 May 2012 19:23:32 -0500

I was aware of the insurance situation. I have a question regarding it. If
the company has stated an intent to purchase D&O insurance and has taken
steps to acquire it, would the officers and directors be covered, that is,
not be held liable should something happen, if we were to officially take
our positions on the board before the insurance is in place? Because of the
amount of time it requires to get this insurance and get everything in
place, I was wondering if the law would consider the directors and officers
covered whilst the process is ongoing to get said insurance in place. Or is
the board supposed to be in place and operating before the insurance can be
put in place. I'm not sure of all the nuances regarding this. We need to
have some point in time at which we officially begin. That should be as
soon as possible. Marcia

On Wed, May 23, 2012 at 4:37 AM, John J. Boyer <john.boyer@xxxxxxxxxxxxxxxxx
> wrote:

> I wonder if there is a misunderstanding about the Directors and Officers
> Insuran ce. The insurance agent advised us to get our letter of
> recognition from the IRS first. I thought Marcia knew about this. Jack
> is working on the documents the IRS wants. It is time-consuming. The
> trip to Washington delayed things. Our tax accountant has agreed to
> review the documents for free. Jack can also send them to the Board if
> desired.
>
> John
>
> On Tue, May 22, 2012 at 11:34:11PM -0500, Marcia Carlson wrote:
> > Laura's last name is Torres, for the record. I am chair, or so John tells
> > me LOL. This looks like a good format for minutes, just a brief few
> > sentence recap of the month's discussions and then only what is actually
> > accomplished. I learned from past experience that a group can have
> > discussions that are started and ended within a meeting or that can go on
> > for months about issues pertinent to the group but that the official
> > minutes do not have to record these items discussed until they are
> > officially acted on. The minutes may have an item stating that this and
> > that was discussed. period. just a general acknowledgement of how the
> time
> > was spent, but no details. When something has been discussed over several
> > meetings is finally acted on, the minutes often record simply that the
> > group voted to do something. Keep it simple and short. Geat work,
> > Christine. Marcia
> >
> > On Tue, May 22, 2012 at 7:23 PM, christine@xxxxxxxxxxxxxxx <
> > christine@xxxxxxxxxxxxxxx> wrote:
> >
> > > I will paste text of the minutes and attach a word document.
> > >
> > > If the format is not acceptable or if there are changes.  I realize we
> > > were not technically a board until April, but thought including email
> > > exchanges for March would be beneficial.
> > >
> > > The missing information probably needs to be amended by me, and
> > > resubmitted as a complete minutes.
> > >
> > >
> > > The missing information is mostly names, and official titles.  If I
> left
> > > out other information please reply in an email and I will add it and
> > > resubmit for approval, if that is required.
> > >
> > >
> > > Thank you for your patience,
> > >
> > > Christine
> > >
> > >
> > >
> > > Minutes for March and April, 2012
> > >
> > > Board members included in email transmissions between above dates
> include:
> > >
> > > John Boyer,
> > >
> > > Laura, vice chair
> > >
> > > Sam Boyer,
> > >
> > > Jack Schroder, business manager
> > >
> > > Marcia Carlson,
> > >
> > > Christine Jeune, secretary
> > >
> > >
> > >
> > > Marcia suggested bank statements, insurance should be discussed only on
> > > the board member list.
> > >
> > > Laura and Marcia asked about officer and director insurance, and it
> will
> > > be in place April 1st, according to John.
> > >
> > >
> > >
> > > Jack posted March 2012 financial documents, including Capital One,
> Chase,
> > > and Payroll statements, for all board members.  These statements will
> not
> > > be repeated here for security and avoiding duplication.
> > >
> > >
> > >
> > > John contacted Bookshare/archive.com, asking about format,
> reproduction,
> > > how mathematics are handled, and copyrights.  John will seek an NLS
> key.
> > >
> > >
> > >
> > > Jack posted April 2012 financial documents, including Capital One,
> Chase,
> > > and Payroll statements, for all board members.  These statements will
> not
> > > be repeated here for security and avoiding duplication.
> > >
> > > The board and member email lists were finalized.
> > >
> > > Next minutes will be submitted combined for May and Jane 2012.
> > >
> > > Respectfully submitted,
> > >
> > > Christine Jeune
> > >
> >
> >
> >
> > --
> > Marcia
>
> --
> John J. Boyer; President, Chief Software Developer
> Abilitiessoft, Inc.
> http://www.abilitiessoft.com
> Madison, Wisconsin USA
> Developing software for people with disabilities
>
>
>


-- 
Marcia

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