Process Reversal: Minutes & Written Consents of the Board | Page

PROCESS REVERSAL

Minutes & Written Consents of the Board (JAN 2014 - DEC 2016)

These are the records of all regular or special meetings carried out by Process Reversal’s Board of Directors and Designated Committees, as well as any written consents drafted therein. As stated in article 6, section 6.06 of the Nonprofit Corporate Bylaws, it is the duty of the currently appointed Secretary to ensure that these records are up to date and well organized.

Please Note: Process Reversal was initially organized and operated as an Unincorporated Nonprofit Association until the board of directors adopted Articles of Incorporation and Nonprofit Corporate Bylaws in a special meeting held on February 22nd, 2015. Following this, Process Reversal became a tax exempt, public charity.

✢  CONTENTS ✢

JAN 25 2014 - SPECIAL MEETING

APR 05 2014 - REGULAR MEETING

JUL 05 2014 - REGULAR MEETING

OCT 04 2014 - REGULAR MEETING

JAN 03 2015 - REGULAR MEETING

FEB 15 2015 - SPECIAL MEETING

FEB 22 2015 - SPECIAL MEETING

APR 05 2015 - REGULAR MEETING

JUN 19 2015 - WRITTEN CONSENT

JUL 05 2015 - REGULAR MEETING

SEP 27 2015 - REGULAR MEETING

JAN 01 2016 - WRITTEN CONSENT

JAN 24 2016 - REGULAR MEETING

FEB 21  2016 - SPECIAL MEETING

APR 17 2016 - REGULAR MEETING

AUG 7 2016 - REGULAR MEETING

SEPT 3  2016 - SPECIAL MEETING

SEPT 25  2016 - SPECIAL MEETING

NOV 10th,  2016 - SPECIAL MEETING

NOV 30th,  2016 - SPECIAL MEETING

JAN 04 2014 - REGULAR MEETING

Meeting Location & Time

SKYPE - JAN 25 2014, 0900 MST

Directors in Attendance

Kevin Rice, Taylor Dunne, Eric Coombs, Sarah Biagini, Andrew Busti

Time & Record Keeper

Andrew Busti

Initial Procedures:

Administration - A review of the administrative back-end of the organization (or lack thereof):

Projects - A review of current and proposed projects:

Programing:

Closing Procedures:


JAN 25 2014 - SPECIAL MEETING

Meeting Location & Time

SKYPE - JAN 25 2014, 0900 MST

Directors in Attendance

Kevin Rice, Taylor Dunne, Eric Coombs, Sarah Biagini, Andrew Busti

Time & Record Keeper

Eric Coombs

11:00-11:15: Initial Procedures:

11:15-11:16: Janice Allen Email

        All in favor.

11:16-11:23: Review of Shared Documents

11:23-11:35: Fiscal Sponsorship (Sarah, Andy)

11:35-11:40: Grant Update (Kevin, Sarah)

11:40-11:51: Incorporation (Andy, Kevin)

11:51-11:57: The Treasurer

11:57-12:14: The Budget

12:14-12:16: Collaborative Work with Berlin Lab

Think about a project.

12:16-: Kevin’s going to Europe again, misc.

Going to show Frenkel Defects in Nantes.

Boston film screening. Find movies.

Workshop documentation system (Kevin and Andy)

Tentative Special Meeting scheduled for March 2nd.


APR 05 2014 - REGULAR MEETING

Meeting Location & Time

SKYPE - APRIL 05 2014, 1000 MST

Directors in Attendance

Kevin Rice, Taylor Dunne, Eric Coombs, Sarah Biagini, Andrew Busti

Time & Record Keeper

Kevin Rice

Initial Procedures

Administration

Accounting

Programming

Projects

Web Administration

Misc.


JUL 05 2014 - REGULAR MEETING

Meeting Location & Time

SKYPE - JULY 05 2014, 1000 MST

Directors in Attendance

N/A

Time & Record Keeper

N/A

This meeting did not take place because a quorum was not present.


OCT 04 2014 - REGULAR MEETING

Meeting Location & Time

SKYPE - OCT 04 2014, 1000 MST

Directors in Attendance

N/A

Time & Record Keeper

N/A

This meeting did not take place because a quorum was not present.


JAN 03 2015 - REGULAR MEETING

Meeting Location & Time

SKYPE - JAN 03 2015, 1000 MST

Directors in Attendance

N/A

Time & Record Keeper

N/A

This meeting did not take place because a quorum was not present.


FEB 15 2015 - SPECIAL MEETING

Meeting Location & Time

SKYPE - FEB 15 2015, 1100 MST

Directors in Attendance

Eric Coombs, Andy Busti, Taylor Dunne, Kevin Rice, Sarah Biagini

Time & Record Keeper

Kevin Rice

This special meeting has been called to review the state of Process Reversal and to discussion incorporation.

Initial Procedures

State of the Organization

Lack of finances means that there are little or no tangible resources to work with or benefit from. Finances are largely dependent on our ability to apply for and maintain tax exempt status

Program

Projects

Collaboration with other groups and communities could be of great benefit to finally set up a physical lab space. While we do not have to make firm commitments yet, we should consider make known our interest in collaborating with greats and offer any support to motivate them to build spaces.

AMIA

Andy discusses his time at the AMIA conference, and the possibility of collaborating in some form with them.

Communication

Due to difficulties of communicating effectively through email, a new system should be developed, keeping in mind the possibilities of future membership.

New Board Members

The merits of including more members was debated. There are some concerns about including more members of the board, particularly from a logistical standpoint, but ultimately it does not appear that this will be an issue considering how a quorum is defined in our bylaws and will not mandate that the majority of all member need attend meetings. Further, it is also discussed that including people sooner than later is to our benefit, and that they should feel like they have a voice and some power to make change within our organization. Such is, afterall, the meaning of a collective.

Finally, it was decided to not include new board members until after the incorporation process.

While no formal vote took place, the board discussed the possibility of mandating some in-kind contributions from our board members so as to develop a financial base. Such a system is within our legal capacity and may be instigated in the future.

Grants

Being incorporated as a tax exempt status will enable us to begin applying for many grants previously out of our reach. Since we plan on incorporating within the next week, we should begin to consider looking into and writing grants, including those from...

Archivist Work

Special Meeting:


FEB 22 2015 - SPECIAL MEETING

Meeting Location & Time

SKYPE - FEB 22 2015, 0900 MST

Directors in Attendance

Kevin Rice, Andrew Busti, Taylor Dunne, Sarah Biagini, Eric Coombs

Time & Record Keeper

Kevin Rice

This special meeting has been called to review and adopt our articles of incorporation, nonprofit corporate bylaws, and begin the official process of gaining tax exempt status…

Opening Procedures

Finalizing Tax Exempt Applications

Closing Procedures


APR 05 2015 - REGULAR MEETING

Meeting Location & Time

SKYPE - APR 05 2015, 0900 MST

Directors in Attendance

Taylor Dunne, Andrew Busti, Kevin Rice, Sarah Biagini, Eric Coombs

Time & Record Keeper

Kevin Rice

Opening Procedures

Grants

Treasury

Projects

Film Labs Program

Changes to the Website

Film Lab Meeting 2015/2016

Closing Procedures


JUN 19 2015 - WRITTEN CONSENT

ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF PROCESS REVERSAL

The undersigned, as all of the members of the Board of Directors (the “Board”) of Process Reversal, a Colorado 501(c)3 corporation, pursuant to applicable state law and the Bylaws of the corporation, hereby adopt the following resolutions by unanimous written consent, effective as of June 19th, 2015:

  1. Election of additional director(s) of the corporation

RESOLVED, that the following persons be, and they hereby are, appointed as directors of the corporation, to serve for one year or until their successors are duly appointed and have qualified:

Eric Stewart

IN WITNESS WHEREOF, the undersigned has executed this Action by Unanimous Written Consent as of the date first set forth above.

Andrew Busti

Sarah Biagini

Eric Coombs

Taylor Dunne

Kevin Rice


JUL 05 2015 - REGULAR MEETING

Meeting Location & Time

SKYPE - JUL 5th, 2015, 0800 MST

Directors in Attendance

Sarah Biagini, Andrew Busti, Eric Coombs, Kevin Rice (Taylor Dunne and Eric Stewart in separate meeting on JUNE 29)

Time & Record Keeper

Kevin Rice

Opening Procedures

Review of Fiscal Year Budget

Policies

Film Labs Association

Closing Procedures


SEP 27 2015 - REGULAR MEETING

Meeting Location & Time

SKYPE - SEPT 27, 2015, 1200 MST

Directors in Attendance

Andy Busti, Kevin Rice, Sarah Biagini and Curt Heiner

Time & Record Keeper

Kevin Rice

Opening Procedures

Fundraising

Closing Procedures


JAN 01 2016 - WRITTEN CONSENT

ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF PROCESS REVERSAL

The undersigned, as all of the members of the Board of Directors (the “Board”) of Process Reversal, a Colorado 501(c)3 corporation, pursuant to applicable state law and the Bylaws of the corporation, hereby adopt the following resolutions by unanimous written consent, effective as of June 19th, 2015:

  1. Election of additional director(s) of the corporation

RESOLVED, that the following persons be, and they hereby are, appointed as directors of the corporation, to serve for one year or until their successors are duly appointed and have qualified:

Curt Heiner

IN WITNESS WHEREOF, the undersigned has executed this Action by Unanimous Written Consent as of the date first set forth above.

Andrew Busti

Sarah Biagini

Eric Coombs

Taylor Dunne

Kevin Rice

Eric Stewart


JAN 24 2016 - REGULAR MEETING

Meeting Location & Time

SKYPE - JAN 24th, 2016 1000 MST

Directors in Attendance

Andy Busti, Kevin Rice, Eric Stewart, Taylor Dunne and Curt Heiner (Eric Coombs & Sarah Biagini - 1100 MST)

Time & Record Keeper

Kevin Rice

Opening Procedures

A Narrative of Activities (Form 1023)

Denver Lab

Current Springtime Agenda

Summer Events

Closing Procedures


FEB 21  2016 - SPECIAL MEETING

Meeting Location & Time

EMAIL

Directors in Attendance

Andy Busti, Kevin Rice, Eric Stewart, Taylor Dunne, Curt Heiner, Eric Coombs & Sarah Biagini

Time & Record Keeper

Eric Coombs

Opening Procedures

Closing Procedures

APR 17 2016 - REGULAR MEETING

Meeting Location & Time

SKYPE - APRIL 17th, 2016 1000 MST

Directors in Attendance

Andy Busti, Kevin Rice, Eric Stewart, Taylor Dunne, Curt Heiner, Eric Coombs & Sarah Biagini

Time & Record Keeper

Kevin Rice

Opening Procedures

On Robert Schaller

Fundraising

 Nantes

Summer Events

Closing Procedures

AUG 7 2016 - REGULAR MEETING

Meeting Location & Time

Macky Auditorium, Boulder, CO - AUG 7th, 2016 1000 MST

Directors in Attendance

Andrew Busti, Eric Coombs, Sarah Biagini, Curt Heiner, Taylor Dunne, Eric Stewart, Kevin Rice (Skype)

Time & Record Keeper

Kevin Rice

Opening Procedures

Dryer Plug Space (Curt Heiner / Andrew Busti)

Film Labs Meeting

Fundraiser

Storage Unit Saga (Andrew Busti)

Board Member Dues (Reminder)

PR Purchases (Kevin Rice)

1023-EZ

Election of Officers (Kevin Rice)

Each officer shall serve a one-year term of office and may not serve more than one (1) consecutive terms of office, unless unanimously elected by the board at the end of his/her one (1) year terms or to fill a vacancy in an officer position, each board officer’s term of office shall begin upon the adjournment of the board meeting at which elected and shall end upon the adjournment of the board meeting during which a successor is elected

Closing Procedures

SEPT 3  2016 - SPECIAL MEETING

Meeting Location & Time

Macky Auditorium, Boulder, CO - SEPT 3rd, 2016 2:00 MST

Directors in Attendance

Andrew Busti, Eric Coombs, Sarah Biagini, Taylor Dunne, Eric Stewart

Time & Record Keeper

Eric Coombs

Opening Procedures

501(c)3 Status

October Fundraising Event - 8x8

Denver Film Society (DFS)

Fundraiser Language

Closing Procedures

SEPT 25  2016 - SPECIAL MEETING

Meeting Location & Time

SKYPE - SEPT 25rd, 2016 10:00 MST

Directors in Attendance

Andrew Busti, Eric Coombs, Sarah Biagini, Taylor Dunne, Eric Stewart, Curt Heiner

Time & Record Keeper

Eric Coombs

Opening Procedures

October Fundraising Event - 8x8 Update

Denver Film Society (DFS)

Fundraiser Language

Finances

Closing Procedures

NOV 10th,  2016 - SPECIAL MEETING

Meeting Location & Time

SKYPE - NOV 10th, 2016 8:00 PM MST

Directors in Attendance

Andrew Busti, Eric Coombs, Sarah Biagini, Taylor Dunne, Eric Stewart, Curt Heiner, Kevin Rice

Time & Record Keeper

Eric Coombs

Opening Procedures

Local Outreach (Curt & Eric C.)

Fundraising Language (Eric C.)

Finances (Eric C. and Andy)

Fiscal Sponsorship (Eric C., Eric S., and Taylor)

Website Upgrade (Kevin and Eric C.)

PR Group Residencies and Activities in General (All)

Fundraising Event (All)

Closing Procedures


NOV 30th,  2016 - SPECIAL MEETING

Meeting Location & Time

SKYPE - NOV 30th, 2016 9:00 PM MST

Directors in Attendance

Andrew Busti, Eric Coombs, Sarah Biagini, Taylor Dunne, Eric Stewart, Curt Heiner, Kevin Rice, Laura Conway

Time & Record Keeper

Kevin Rice

Opening Procedures

Fundraising

Process Reversal