AGM 2000

Annual Members' Meeting 2002

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Report from WAOE's Agent for Service of Process

WAOE is a nonprofit public benefit member's corporation organized for educational and charitable purposes under California's jurisdiction. I am the Agent for Incorporation (the Agent for Service of Process) of WAOE until someone with a residence in California takes 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.

I believe there are several matters regarding our Bylaws that should eventually be addressed by the Board of Directors. I recommend that any changes amending the Bylaws be gathered together and submitted at the same time to the Secretary of State in California so that WAOE need pay for only one set of amended copies one time.

The Board of Directors should reconsider the Bylaws' description of the Treasurer, my former position. Our Bylaws describe the Treasurer as the Agent for Incorporation. Since the current Treasurer, Mike Holmwood, is not 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 should be amended 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. The Executive Secretary's duties, for example, have proven to be too time-consuming and specialized for one person to do. Here I would recommend splitting the position between record keeping and technical duties.

If revising officers' duties 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. If we work on the revisions this year, we could ask the membership to vote, if necessary, at our next annual meeting.

Jenna Seehafer

WAOE's Agent for Incorporation

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updated: © June 27, 2002 by JS