The Obscure Company

1
The Obscure Company
A Planning Seminar September 10, 2005

• Planning Seminar Weekend
• September 10, 2005

2
Agenda

• Seminar Chairman Election
• 2005 Activities
• Planned Upcoming Events
• Fiscal State of the Company
• Current Goals and Mission
• Executive Overview of Ideal Future

• Open discussion of future of Obscure Company
• Legal Issues
• Seriousness of the future for The Obscure
  Company
• Individual Event Discussions
• Open Floor Items

3
2005 EventsOverview by Mark Colwell

• Feb 25, 2005 Poker Tournament
• June 18, 2005 Kite Fly
• July 16, 2005 Sit A Thon
• July 30, 2005 Bay Swim

4
Poker Tournament

• February 25, 2005
• Champion Tom Douglass

5
Kite Fly

• June 18, 2005
• Champion Dan Osediacz
• Judge John Colwell
• Participants Liz McGovern and Dan Osediacz
• Years 3

6
Sit A Thon

• July 26, 2005
• Participants 16
• Years 5 (4)
• Estimated Donation 3,400
• Last Years Donation 2,300

7
Bay Swim

• Participants Liz McGovern, Katie Osediacz, Doug
  Stevenson
• OC Donation 100

8
Planned Upcoming EventsPresented By Dave
Whiteside

• Charlie's Thanksgiving Drive?
• Third Obscure Company Awards Banquet

9
Fiscal State of the CompanyPresented By John
Colwell
10
Expenses

• Yearly
• Hosting 40.00
• Web Registration 15.00

• This Year
• Donations 100 Save The Bay Swim
• Sit-A-ThonPermit 225.00
• Stamps 111.00
• Other 10.00

11
Income

• Sit-A-Thon
• 3659.52

12
Current Status

• With Donations
• 486.00

13
Current Goals and Mission

• As Defined by the Web-Site
• Mission Statement
• The Obscure Company is an organization founded
  to benefit the Rhode Island community and
  surrounding areas through monetary, logistical
  and physical support.  To achieve this, The
  Obscure Company will strive to raise support
  though unusual yet entertaining events and
  activities.
• Goals None Declared

14
Executive DiatribeWhat we think The Obscure
Company is/should become and briefly how to do it.

• Mark Colwell
• Dave Whiteside
• John Colwell
• Alan Campbell

15
Open Discussion
16
Legal Requirements

• Determine if we are 501(c)3 and if not become so.
• Apply for an EIN
• Members is defined as having been voted in by
  the board, having equal voting rights in all
  things submitted for member vote and entitles the
  member to receive a certificate of membership.
• Quorum must exist for voting.
• Look into if we need a Solicitation Registration
• Annual reports
• Abide by the by Laws of the Company

17
Interesting By Law Tidbits

• Must have board of directors and Officers (3
  min, max four Board members)
• Mark, Dave and John were the incorporators and
  the board at the first official meeting.
• They voted Mark, Dave, John and Alan to have
  membership, at 25 share each which entitles each
  of them to 1 vote each of equal value
• Then they voted themselves Officers

• According to NPH, Officers cannot also be board
  members. Seemingly according to our by laws,
  this is ok.
• Board Members would need to be voted in by the
  current board, and awarded certificates of
  membership.
• Whether this requires registration with the state
  or simply public notification I am not sure,
  membership cannot be simply transferred, it
  requires a vote.
• There can be more than four officers, as decided
  by the Board/Members.

18
Continues

• Officers
• Officers are responsible for the day to day
  operations of a company.
• They execute the decisions/recommendations of the
  board.
• Provide informational reports to the board in
  writing.
• Are the only ones with authority to write checks
  from the company (President and Treasurer)
• Are the only ones who can assign tasks to
  individual staff members.
• Must attend all full board meetings

• Boards
• Responsible for planning/mission/budget/fundraisin
  g etc.
• Create Committees with Chair people on the board
  for individual tasks
• Cannot assign tasks to staff members
• Is responsible for ensuring the executive
  directors perform their duties and can
  hire/fire them
• Regular meetings of both committees and full
  board
• Can vote to change portions of the by-laws.
• Can vote in new members or vote them out.

19
Officers

• President
• Supervise and Control all business and affairs of
  the corporation.
• Presides at meetings of the members and board of
  directors
• May sign stuff
• Perform all duties as assigned by the board of
  directors
• Vice President
• Act in absence of the president in all aspects
• Performs other duties as assigned by the
  president or board of directors.

• Treasurer
• Has charge of and is responsible for all funds
  and securitiesof the corporation
• May give and receive receipts for monies in the
  name of the corp.
• Perform duties as assigned by the board of
  directors or the president
• Secretary
• Keep the meetings of the members and board of
  directors in one or more books provided for that
  purpose
• Nake sure notice of meetings is consistent with
  the by laws.
• Costodian of corporate records.
• Maintain a register of the postoffice address of
  all members.
• Perform duties as assigned by the Board of
  directors or the President

20
Members

• Apparently Board of directors is limited to four,
  but members has no limitation. Members also have
  voting rights when the board assigns a decision
  to be decided by a vote of the members.
• One odd thing is that our membership certificates
  include a percentage of ownership of the company.
  This percentage would either have to be changed,
  legally I assume, or perhaps new members could be
  added with no ownership rights, just voting
  rights.

21
Method of New DecisionsAs Set out by the By Laws
OfficersResponsible for Acting on the Decision
of the BoardThen Can assign Staff Members
specific tasks in relation to the required
actions required to perform the decisions of the
Board
Board of DirectorsCome up With an Ideaor decide
to act on one proposed by Officers, Voting
Members etc.
Can Assign add ional Research to Committee
Can Send to Voting membersfor approval
Committee
Makes recommendations to the full board for
approval
Voting Members
Can approve/denySuggestion by Board
22
Current Personnel Chart
As Set out by the By Laws
OfficersPresident Mark ColwellVice President
Dave WhitesideTreasurer John
ColwellSecretary Alan Campbell
Board of DirectorsMark Colwell, Dave Whiteside,
John Colwell, Alan Campbell
Committee
Voting Members
Mark ColwellDave WhitesideJohn ColwellAlan
Campbell