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Below is the correspondence that transpired for the Quarterly Directors/Officers Meeting for USARSD.ORG Nothing has been edited out. With all Directors Input via email (Jason's [President], Austin's [V.P.] , Pat's [V.P.] Nikolai's {Treasurer] and Ben's [Secretary] we meet the quorum qualifications to conduct business. The colored fonts are used to clearly identify the different people emailing, there names and comments are the same color.

USARSD.org Director/Office Quarterly Meeting:

# This meeting is being done via email. The president will initiate the meeting by sending an email to all the directors /officers with the topics needing to be brought up. The directors/officers in turn will reply with their thoughts. Jason will then assure that every director sees all the input at which point any votes will be cast and any motions made. The meeting is being done this way both as a test (of sorts) and due to circumstances that make it near but impossible to even do a conference call this quarter. ALL emails back and forth WILL be available to ANYONE requesting to see them #

Alright everyone, we don't have as much to discuss this go round as we did last go round, so I'll get right to it.

1. First and most pressing, we need to decide if, due to the fact that we've changed the ending date of our financial year from Sept. 14 to Sept. 30, do we want to change the date of our Annual Meeting from the 'closest Saturday to Sept. 14' as it has been in years past, and make it, from here on our, on 'the closest Saturday to Sept. 30'?

On average that would be 2 weeks later, it would make a little smaller window for the official filing of our Treasurers Report but usually by that time we already have all the info in order. (The report issued at the meeting is an unofficial one used for the meeting, the official one is the one that goes on record for to be filed with the state, the IRS etc. usually the only difference is if any money came in at the meeting)

My vote on this matter are that we change it to the 'closest Saturday to Sept. 30.. Your thoughts, concerns and 'votes'?

2. At that meeting, two directors and officers will be up for re-election. They are:

Austin as a Director and V.P. Of Member Care
and
Pat as a Director and V.P. Of P.R. And Promo

Austin and Pat, do you wish to go for re-election or would you rather we find a replacement (for either your directorship or officership....or both)?

3. Nikolai, as treasurer this requires your approval. First some background....About a month ago Kyle and I were watching the telly an we heard a commercial for a phone company that at the end said 'I want all the gain with none of the pain'.

As many of us should know, companies get testy when someones slogan is close to their own slogan. Our official slogan, used since we incorporated in Sept. of 2005 is 'No pain is All Gain' which is very close to what was said on the commercial.

I feel, for our financial safety, it would be smart for us to apply for a trademark on our slogan. While I doubt we'd have a problem, in the event that we did it would cost more money to defend the use of our slogan in court then for us to trademark it now.

It would cost just shy of $400, I'm requesting that the next $400 raised be alloted to spend on trademarking our slogan ($400 to cover certified postage and any other unknown fees with ALL excess being put back into the bank account).

We currently meet the budget that stipulates we have 1 ½ years operating cost in the account. With that in mind, will you approve the expense?

4. Ok so we've had the approval to 'actively solicit donations' for a little over a month now. To date we've not launched any fund raisers (although we have placed a 'donate' button on the main site). Our media guru has sent some fund raiser idea websites my way which I will forward to the proper departments (treasurer and v.p. Or promo). We have a member, our new 'rep.' in the Midwest, who is willing to coordinate a fund raiser in her area (Iowa) but she wants some direction. I'm asking for direction now from our directors....any ideas? Procedures? Criteria? For doing fund raisers???

5. For our endorsement letters, I need some clarification on something. Do we need member approval on endorsement's of clinics? I feel that if we have members nominating clinics that we, the directors, can handle the official endorsement. Your guys thoughts on the matter?

Anything else we need to discuss? If so please add it in your include it as a point in your reply (i.e. 6. whatever you wish to bring up. 7. something else etc.)

~Jason

Directors Meeting Responses to Initial Email:

My responses were in the original email. I have added a few things, in closing, at the end of this email. I will give until Monday May 17,2009 for anything else I may have missed to be brought to my attention. The records will be final on that day!

p.s. Everyone's input is color coded

Pat:

Dear Mr president!

As a board member, i am responding to your letter of April 27 th regarding several issues that need to be discussed at this time.

1. I agree that our annual meeting should be pushed back to the Saturday that is the closest to September 30 th 2009.

2. I agree that we should protect our slogan" no pain is all gain". Therefore i approve the expense ( $ 400) for filing the appropriate paper work to apply for the trademark of our slogan.

3.As a result of filing for the trademark of our slogan, i agree on organizing fundraisers and also encouraging our existing members to donate via our website.

4. I agree that our treasurer Nikolai should keep his position.

5. I think that endorsement letters should only have to be handled by our president Jason Marin.

5. I have no objection on continuing my role as a board member of our site .

This letter is only being sent to our President Jason Marin.

Patricia Rebac

Board memeber

Austin:

Hello Jason, I will try and give feedback for each topic brought up in your email.

1. I think that pushing the meeting back 2 weeks should be fine. I think that we would still be left with plenty of time to file the treasurer report.

2. As far as the re-election of myself, I leave it up to you. I plan on being pretty busy in the next year with getting married and purchasing our first house. I am completely fine with remaining the VP of Member Care, however if you know of someone else who might have more time and be of more help, then I would be ok passing the position to someone else.

3. I saw the same commercial as your talking about and the slogans are very similair. I think getting a trademark on the slogan might be the best idea.

4. I like the idea of creating fund raisers and recieving donations but I don't really have any good input. Hopefully the contact in Iowa will be successful and if I think of anything I'll let you know.

5. I think the directors should be ok to handle the official endorsements.
If there's anything else that I can help with just let me know.

Austin P

Ben:

A) I'm all for it. I believe we should try to have it towards the later parts of the Day though, because many of us work during the day hours. I believe we've set the times around 6pm, which I believe is an accurate time. We can also shift the time as need be, correct?

B) Unless there is an element I'm unaware of I see no reason to ask Austin or Pat to continue with the things they've got going on. They're doing a great Job. They both have my Yes.

C) I agree with the reasoning. I've seen things close to our slogan as well online. If we can, we'll want to get it trademarked soon.

D) So, If you're looking for idea for fund raising I don't see why we couldn't do a benefit walk. Were a person pledges to donate "X" amount of Dollars for every miles said person walks during the event. We did those sorts of things during the boy scouts to raise money for things like AIDS awareness and such. If we're looking for approval, to disapprove of someone wanting to raise money, is just shooting ourselves in the foot. That is if they're doing it right. If they're giving us a bad name. . .then. . . Yeah.

E) I think that because it is the people who need the help who would be visiting these clinics, and the business who supports them, I think the Members should definitely get a say in the letters. To give support from our Members would mean more to onlookers than just seeing the directors approve of them. If that makes sense.

F) I can't think of anything else that needs to be addressed.

~Benjamin Grisham - Secretary USARSD.org

Nikolai's directors mtg input:

I think we should move it to the weekend closest to september 30 of every year

n/a

I agree to the need for us to protect our slogan. I would like though, for us to investigate the matter further to see if there is a less expensive/more affordable means at protecting it. IF one can not be found, then I will release the funds as they come in....but ONLY after research is done looking for any other options we may not know about.

I like the idea of us starting fund raisers....and it seems to make sense to launch a first one w/ possibly being down under the direction of Wendy, our rep. In Iowa. I think that we can look over the information sites Christine, our media guru, gave Jason and go from

there. Also I think it would be good to involve Wendy in the planning as we'd have her lead the way.

I think that the directors can issue the approval/endorsement letters to the clinics w/out having to have members vote. After all members will have the ability to recommend them at which point we directors can look into the recommendation to assure that the actions that caused the member to recommend them are consistent actions!

Nik

Jason:

Okay so my few points in closing. First off I'd like to thank all the directors for taking the time to read the email and respond in a quick maner! I think this counts as the first directors meeting where we had EVERY director able to participate!!!

Austin, we've talked some on the phone and via text. I know your getting married etc. here in July (congrad's again bro.!) and I also know your willing to help for as long as we need you. So for a comprimise based on your input....How about we keep (err have everyone vote to hopefully re-elect you) your directors position and have the nominating committee nominate someone to replace you as Vice President?

Your VeeP of Member Care and as we grow so will the requirements of that position, so this would allow you to still be involved but not overwhelemed. (If you object to that email me or call me).

Nikolai you requested that I look into altenitives to trademarking our slogan that will still protect usI will get on that ASAP (if you wish to impose a deadline email me) Also we DO have a bill do in June, it's $10 for our nonprofit registration renewal (annual). Once it's sent I will let you know etc., then there's no other bills do until late Aug. :-)

I will make the move on the fundraiser(s) and start brainstorming with the neccesary people.

We have an agreement on endorsements and I will now draft an endorsement letter, or have one drafted.

Nominating committee (Jason, Nikolai and Ben) I will call a meeting for us, no later then June 31, 2009.

We also have reached a unanimous consensus on moving the annual full membership meeting to the Saturday closest to Sept. 30/ every year.

Our next meeting has to be prior to August 7, 2009 to discuss the agenda for the annual meeting etc.

Thanks everyone!

~J

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