AMM 2001

Annual Members' Meeting 2001

Report from the Treasurer

Report from the Agent for Incorporation

Report from the Chair of the Planning and Finance Committee (PFC)


Treasurer's Report, 2000-2001

This was my final year of a three year term as the first Treasurer of WAOE. I will not be running for reelection to this office. According to WAOE Bylaws, the next Treasurer will serve a two year term, staggered with the terms of other Board members. In this way, new Board members will always find others on the Board with enough experience in WAOE to help them become familiar with the requirements of their new positions and may thus avoid some of the problems and benefit from some of the successes our Founding Board has had.

During this past fiscal year, 2000-2001, WAOE's operating budget has come from members' donations and dues collected during the previous fiscal year-- before we voted to suspend dues-- and from a large donation from Children's Research Network(CRN), one of WAOE's Supportive Affiliates in Japan. CRN has graciously provided $2054.00(US) so far toward WAOE's expenses over the past year. Since CRN will not be contributing this much in the near future, we will need more options for generating what WAOE needs to fulfill its educational and charitable mission this year.

At the moment, WAOE has $3059.02 in two credit union accounts I've dedicated for WAOE's use. In the future WAOE may receive some income from

  • minor fees charged for attending WAOE workshops and classes online,
  • fees for a WAOE sponsored conference that is still in the planning stages,
  • from the potential to receive a percentage of the fee paid by any WAOE member who signs up for an online class from "Learn Online" at Omega College (a WAOE Supportive Affiliate) if the member names WAOE as the institution referring the member to "Learn Online."

Other sources of income still need to be developed if WAOE is to meet its full potential and meet its expenses in the years to come.

Our only expenses this fiscal year have been

  • minor filing fees to the Secretary of State in charge of California corporations,
  • a fee to renew and transfer our domain name
  • completing our contract with our previous ISP (which ended last December 2000)
  • and establishing a new server account and several listserves with our new ISP, Interland.

Our yearly fee for Interland services will be due next month. WAOE will also owe a small monthly fee to Metacollege from now on for use of their virtual learning environment (WAOE had been given several trial months of access to Metacollege without charge).

Despite the fact that WAOE has some income this year, we still do not have a corporate bank account, having been stopped by the requirement that we have actual signatures of both the President (who is in Japan) and the Treasurer (who is in California) to establish the account in Houston, Texas and two signatures for every transaction thereafter. While this has been the usual practice for nonprofit corporations who do business face to face, collecting signatures online has only just become legal in the United States. It may now be possible to establish such a corporate bank account entirely online without traveling to another country. However, since the next Treasurer will probably be from outside of the United States (in Canada), he would have to restart the process of acquiring an online corporate account in the US should the new Treasurer wish to maintain WAOE funds in US dollars.

There are unfortunate side effects to not having such an account:

  • without a corporate account, we cannot complete our application for our US Tax exemption with some hope of receiving it;

  • since this is our third year of operation without the US Tax exemption, the state of California, may, at the discretion of Franchise Tax, cancel our state tax exemption as well, essentially ending our nonprofit status;

  • if we lose the state tax exemption and are unable to reestablish it within a reasonable period of time, the state of California's Secretary of State will remove us from the active list of corporations;

  • and without a corporate bank account, WAOE may not establish its own merchant account (so far John Spiers, from "Learn Online" at Omega College, a Supportive Affiliate of WAOE, has handled such transactions for us).

Therefore, to avoid these potential consequences, I recommend that the new Treasurer also attempt to establish an online corporate banking account (ideally with the bank already named in the Corporate Resolution).

WAOE, is a nonprofit public benefit member's corporation organized for educational and charitable purposes under California's jurisdiction. When we operated without a budget at all, it was the dedication of the elected officers, members of the Coordinating Ring, and founding members who kept WAOE a reality.  But now we do have Supportive Affiliates and a small budget and need to move on to fulfill our mission to become a fully functional  professional organization for educators who use or wish to use computer-mediated learning and for those who provide the technical support for them.  This means that members need to come forward with their ideas and especially their time and energy  to help WAOE become a more useful resource.

Report from the Agent for Incorporation

I am also the Agent for Incorporation of WAOE until someone in California can take my place.   I live near California's State Capital, Sacramento, and I receive, file or carry the paperwork concerning WAOE's corporate status. My home address is WAOE's address of record with both California and the US Internal Revenue Service (IRS).

One of the reasons we have formal annual meetings such as this one is because annual meetings are a minimum requirement for maintaining corporate status. WAOE is an unusual corporation in that it operates entirely in the virtual world. Having annual meetings entirely online is definitely revolutionary but has so far been acceptable to California authorities who have agreed to WAOE's corporate status and provided a state tax exemption.

Although I will no longer be Treasurer for the next fiscal year, as Agent for Incorporation I must still submit an annual report  (required of corporations) within 120 days after each annual meeting as well as tax statements and statements about new officers or changes to Articles and Bylaws. Therefore, the new Treasurer and I need to work together to accomplish these duties. I will announce and post the link for the annual report once we have completed the final draft for 2000/2001.

One other issue the Board of Directors will need to consider is that the Bylaws describe the Treasurer as both the Treasurer and the Agent of Incorporation. Since the new Treasurer will not be a resident of California and WAOE cannot yet afford to retain this service from a California law firm, these two duties must be split, and the Bylaws will have to be amended this year to show this change in duties. Since the fee is the same whether we make many changes to the Bylaws or only a few, we probably should reconsider all of the descriptions of officers' duties in light of what we know now about what those positions need to do. If this results in changes in the Board structure or the addition of new Board members, the Board will have to amend both the Articles and the Bylaws, which will require a ballot of the Voting Members as well.

Report from the Chair the Planning and Finance Committee (PFC)

Another of my duties as Treasurer is to chair the Planning and Finance Committee (PFC), an advisory committee whose purpose is to make recommendations to the Board of Directors on issues concerning incorporation, bookkeeping, accounting, banking, currency exchange, tax status, income, and financial planning for WAOE.

Although PFC once held monthly and then quarterly meetings, the last few meetings failed in their purposes because we lacked a quorum and sufficient participation from voting members.  The last few times we held PFC meetings online, only WAOE directors and one officer who would ordinarily have attended Board Meetings anyway participated in the PFC meeting. There is no point in having PFC meetings until more voting members can make a commitment to attend them, do the work required, and participate fully. Otherwise, accepting advice from this committee merely doubles the work of the Board of Directors; after making recommendations from PFC, the Board has then had to convene to vote on the recommendations a majority of us had just made to ourselves! 

As a result, PFC has not met during the past fiscal year. A required committee such as PFC whose task is to make financial recommendations to the Board would be less problematic for all concerned if more voting members would agree to serve on PFC.  This committee is important when it works as it should. It is supposed to work on  the research and details of central matters such as the various needs WAOE has for server accounts, listserves, databases, basic operating expenses, generating income, banking, and planning for WAOE's financial future. And if more voting members agreed to join PFC, the committee would provide not only an opportunity for these members to be heard by Board members, but also expertise and assistance to Board members in performing their tasks.

Any WAOE member may observe during PFC meetings. Voting members interested in joining the Planning and Finance discussions as PFC members should contact the new Treasurer after the election.   We are particularly in need of PFC members with backgrounds in finance, accounting, or law, but any interested voting member who has the time and energy to commit to attending meetings and completing their assignments for these meetings may participate. It will be the decision of the new Treasurer when and whether to reinstate regular PFC online meetings.


Jenna Seehafer

Treasurer of WAOE

Agent for Incorporation

Chair of PFC

Member of WAOE's Coordinating Ring

Member of WAOE's Board of Directors

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AMM 2001