WCSFCCA Minutes as taken by Graeme and printed in BCSFAzine

DATE: Sunday, November 29th, 1992.
LOCATION: Clint & Donna's Apartment.
PRESENT: President Clint Budd, Vice-President Garth Spencer, Treasurer Donna McMahon & Secretary R. Graeme Cameron.
MEETING BEGAN: 7:00 pm.

         - Clint proposed all items on agenda once discussed be accepted as adopted (except for formal motions which would be adopted or rejected according to vote results) in order to streamline meeting and save time. Proposal adopted.
         - Clint proposed that minutes of this meeting be printed in full in next issue of BCSFAzine to ensure that members would have complete picture of what is going on. Proposal adopted.

         1) SUBJECT:  WCSFCCA BANK ACCOUNT: 
         - BALANCE: Donna reported we have two accounts at Canada Trust; one in US funds which is virtually empty ($10-$12) and one in Canadian funds at $1,486.23 (as of Oct 31st, less recent cheque for $66.50 -- see 2A).
         - SIGNING AUTHORITIES: currently are previous executives: Al Betz, Mike Bailey, Terry Fowler. To change signatures, we must provide the bank with copies of our recent reports to the Societies Branch. No such reports exist, therefore it is impossible to change signing authority.
         - SOLUTION: Close down accounts and start over. To this end 3 blank cheques have been signed by Mike Bailey and Al Betz. Proposal adopted.

         2) SUBJECT: REMAINING WESTERCON DEBTS & ISSUES:
         A) LESLIE NEWCOMER REFUND:
         - $50 (US funds) was owed to Leslie Newcomer. A cheque for $66.50 (Cdn. funds) has been mailed to her. Debt closed.
         B) LOCKER RENTAL, JACKIE:
         - Jackie Wilson paid for the last 3 months of storage of WCSFCCA items at commercial facility (items now stored on volunteer basis at members homes to save money). She is owed $285.
         C) ADANAC CUSTOMS BROKERS:
         - Presented a bill for $1,248.55 Cdn. for services performed. They want it paid. Donna proposed we pay a portion as a token of our intent to pay and then negotiate a settlement. Proposal adopted. Action: Donna will contact Adanac to discuss the matter.
         D) GAMING COSTS, RICK:
         - Rick Smith incurred expense of $1,200 bringing in Steve Jackson and on related gaming matters. No paperwork re costs exists. Rick arranged to bring in SJ on own initiative and informed Westercon ComCon after the fact.
Action: Clint will contact Rick to discuss the matter.
         E) UNSOLD ART FROM AUCTION:
         - These are items donated to raise money which did not sell. Currently stored at Vicki Oates' place. Action: Donna will ask Vicki for list of items. Possibly auction them at next V-Con to raise money.
         F) WESTERCON VISA ACCOUNT:
         - This may possibly still be open. It would be useful to have for future conventions. Action: Donna will ask Jackie about this matter.
         G) MASQUERADE VIDEOTAPES:
         - Copies have been produced and are in the possession of Mike Bailey. He mailed out requests for current address confirmation to those who paid for the tapes at Westercon. He reports a low response rate. Some claims have no receipt, may possibly have been purchased after the con. Donna proposed these claims be accepted as true. Adopted. Tapes will be mailed.
         H) GST REBATE:
         - Westercon was supposed to keep adequate financial records to ensure getting rebate. This was not done. Random cash register receipts without documentation of purpose and declaration of receipt to Westercon are useless. Likewise liquor store receipts. Cannot claim rebate on Customs bills as have not yet paid said bills. Cannot claim full rebate on cost of facilities as such costs were paid 50 cents on the dollar in settlement. The work of claiming GST rebate would involve immense effort and paperwork for very small return. Donna proposed we not pursue GST rebate. Proposal adopted.
         I) PRIORITY OF DEBT PAYMENTS:
         - After much discussion Donna proposed that the order of clearing our debts be as follows: pay the costs of mailing the videotapes first (will be a small amount), clear our Adanac debt second (A.S.A.P.), reimburse Jackie third, and reimburse Rick fourth. Proposal adopted.
         J) CUT-OFF DATE FOR CLAIMS ON WESTERCON:
         - Garth proposed that a cut-off date be established beyond which no claim on Westercon be accepted. Donna noted no new claims have appeared for quite some time. Clint suggested a clearly drawn line would be useful and proposed that the date be published in BCSFAzine. Both proposals adopted. (To that end, take note: NO MONETARY CLAIMS AGAINST WESTERCON WILL BE ACCEPTED AFTER DECEMBER 31st, 1992.)

         3) SUBJECT: REGISTRATION OF NEW SOCIETY:
         A) STATUS OF WCSFCCA:
         - Donna contacted Societies branch. WCSFCCA does not legally exist as a registered non-profit society. As of March 1990 we were pulled from the Registrar of Societies. The reason? We had not filed an annual report since 1986.
         - Note: many had assumed the official WCSFCCA address was Al Betz's. In fact, the March 1990 NOTICE OF COMMENCEMENT OF DISSOLUTION FROM REGISTRAR OF SOCIETIES was sent to Norma Beauregard's address. Much official mail may never have reached us. Fortunately, all bank statements were sent to Al's address.
         B) RE-REGISTRATION OF WCSFCCA:
         - Donna contacted Societies' Branch to find out what would be required. First, we would have to file all annual reports since 1986 and pay a fee for each. These reports do not exist, and such WCSFCCA files as do exist are inadequate to create such reports via forensic accounting. Therefore, this requirement cannot be met.
         - Second, we would have to go to court to have our reinstatement legally declared. A lawyer friend of Mike Bailey has volunteered his services for only $200 (normally he'd charge $1,000) but fees to Government for reinstatement would push cost into $400-$500 range.
         - In addition, the only pressing reason to re-register WCSFCCA as such had been the threat of an impending lawsuit against WCSFCCA, but this has since been withdrawn.
         - Bearing in mind that WCSFCCA no longer legally exists as a registered society, that we cannot meet report filing requirements, and that it would be much cheaper, easier and faster to start again from scratch, Donna proposed that we forget about attempting to re-register WCSFCCA as a non-profit society. Proposal adopted.
         C) MOTION TO REGISTER NEW SOCIETY:
         - Clint pointed out that if we wish to have an umbrella of legal protection in which individuals on our executive are not liable for this organization's  debts, we must be registered as a non-profit society, preferably before the next V-Con held under our auspices takes place.
         - Keeping in mind that a new society would have a moral obligation to pay off WCSFCCA'S debts even though WCSFCCA no longer exists as a registered society and will be dissolved once the new society is formed, Donna presented a formal motion that we register a new society to take the place of WCSFCCA. Clint seconded. Motion passed unanimously.
         D) NAME OF NEW SOCIETY:
         - Donna proposed that the new society be called WEST COAST SCIENCE FICTION ASSOCIATION (W.C.S.F.A.). Proposal adopted. Garth pointed out that a name search must be done. Clint added it is a legal requirement. It will be done as part of the registration process.
         E) ADDRESS OF NEW SOCIETY:
         - By law the official address cannot be a post office box. Clint proposed that Graeme's address be the official address since Graeme was not likely to move in the near future. Proposal adopted. 
         F) CONSTITUTION OF NEW SOCIETY:
         - Donna stated there are three forms of constitution we can attempt to register: 1) We can insert our name in the boiler-plate constitution provided in the societies' act, which would be the simplest and fastest way of getting accepted, 2) we could do the same but request some changes (eg: "for paragraph X we would substitute proposed paragraph Y"), which would take longer, especially if the changes were not acceptable, or 3) we could submit our own tailor-made constitution, which would probably be a big hassle.
         - Clint pointed out that it is not necessary to finetune the constitution to suit our needs as the constitution would not in fact dictate the practices of the society. Since our priority is to be registered as quickly as possible, he proposed that we register under the boiler-plate constitution with the single addition of a line  stating: "the Directors of the Society may, from time to time, make rules for the conduct of the Society." Said rules would then form the basis of our operating procedure, subject to lack of conflict with the bylaws in the act. In any case, amendments and additions to our constitution could always be submitted to the Societies Branch subsequent to our registration. Proposal adopted.
         - Donna agreed that the fewer changes we request, the faster we can get registered. Action: Donna will check to make sure our documentation on the act is current.
         - Clint proposed that we concentrate on getting registered first, and work on the rules after we're registered. Proposal adopted.
         G) ANNUAL GENERAL MEETING DATE:
         - Donna proposed that WCSFA's fiscal year run from October 1st to September 30th and that the election of officers take place on the 3rd Saturday following the end of the fiscal year. Proposal adopted.
         H) IDEAL BUDGET:
         - Donna proposed to work out a projected budget for WCSFA, including all possible 'what ifs?' such as storage costs, telephone, etc. Proposal adopted.
         I) WCSFCCA INVENTORY:
         - Donna reports there are no clear records in the WCSFCCA files as to what we own and where it is. We know where some of the big items are, but we have no comprehensive list. Action: Garth will contact various people and compile such a list.
         J) STATUS OF BCSFA:
         - Relationship between WCSFCCA and BCSFA discussed. (I have amplified this discussion with background information to clarify the relationship.)
         - In the beginning, BCSFAns ran V-Cons without benefit of the advantages offered by non-profit status. In May of 1974 a BCSFA constitution conforming to the requirements of the Societies' Act was drawn up. The idea was to have BCSFA registered as a non-profit society to protect its assets and to prevent BCSFA/V-Con executives from being personally liable in event of a lawsuit arising out of a convention.
         - In October of 1974 Victoria rejected the submission on the grounds we could not use 'British Columbia' in our title.
         - In February of 1975 it was proposed BCSFA change its name to WCSFA (Western Canada Science Fiction Association) but the proposal failed as a 2/3rds majority of membership vote approval was required and not met.
         - BCSFAns continued (through V-Con Committees) to run V-Cons without legal protection. But in the late 70's a new concept began to evolve and the club prepared to try again.
         - In May of 1981 the club successfully registered the Western Canadian Science Fiction Convention Committee Association (WCSFCCA) to serve as a legally registered non-profit society granting the right to hold V-Con conventions while protecting V-Con Committee individuals from the consequences of convention financial losses should they occur, with BCSFA as a separate entity having nothing to do with either WCSFCCA or V-CON and thus never legally responsible for any debts either V-Con or WCSFCCA accrue, ie: WCSFCCA extended a legal umbrella over V-Con, but not BCSFA.
         - Yet all BCSFA members belong to WCSFCCA and can vote on accepting or rejecting V-Con bids, and are entitled to vote in WCSFCCA elections as well. (BCSFA is supposed to pay WCSFCCA an annual WCSFCCA membership fee of 50 cents per BCSFA member but this has not been done for several years.)
         - In addition, the V-Con trademark, the basis of WCSFCCA's authority to grant the right to hold V-Con, is not owned by WCSFCCA, but by BCSFA! (It was originally owned by Mike Bailey, but was transferred to BCSFA in February of 1990 when it was legally reregistered (registration had lapsed) under the signatures of Con Heibner, Dan Dubrick and Mike Bailey on behalf of BCSFA (a non-registered society)). WCSFCCA 'rents' the V-Con trademark from BCSFA for an annual fee, namely a share of convention profits up to but not exceeding $1,000.
         -What's wrong with this set-up?
         - First of all, it doesn't exist because WCSFCCA is no longer a registered non-profit society. There is no legal umbrella protecting anybody.
         - Second, it's obvious from the above relationship that WCSFCCA and BCSFA are intimately connected and are virtually one and the same organization. The stance that WCSFCCA and BCSFA are completely separate is not likely to stand up in court, as WCSFCCA is liable to be interpreted as an organization created by BCSFAns to enable BCSFAns to hold conventions (granted you don't have to be a BCSFAn to be on a V-Con Committee, but most ConCom positions are filled by BCSFAns), and this interpretation is correct. As Clint pointed out, we created WCSFCCA as our first line of defence, yet BCSFA itself is totally exposed and unprotected, which makes us very vulnerable. Ah, but if we're separate we don't have to worry. Except that the cozy relationship between WCSFCCA and BCSFA can easily be interpreted to mean that we are not separate.
         - Third, the above set-up, even if WCSFCCA were still registered, does not offer legal protection to BCSFA executives. Clint pointed out the recent threat (since withdrawn) of legal action on a Westercon-related matter against BCSFAzine editor R. Graeme Cameron as an example of what can happen.
         - Fourth, the objection might be raised that WCSFCCA and BCSFA must be separate so that V-Con losses don't wipe out BCSFA finances. But in actual practice, as Donna pointed out, this is precisely what happens anyway, if only because members of V-Con/WCSFCCA/BCSFA are usually the same people and feel a moral/ethical obligation to accept responsibilty for their debts -- out of self-interest if nothing else. An example would be V-con 12. When that con sank, BCSFA paid off the debt from its own reserves, even though by virtue of the above 'Set-up' it didn't 'have' to. The question must be asked, if BCSFA 'refused' to use its funds to bail out a convention loss, would anyone want to serve in WCSFCCA or on a V-Con Committee in the future? The fates of WCSFCCA(WCSFA), V-Con and BCSFA are intertwined.
         - Fifth, in any case, Westercon has dealt a near fatal blow to BCSFA. BCSFA is not self-sufficient and has always relied on profits from V-Con to function. But as Donna pointed out, as a consequence of Westercon's lack of profits BCSFA is damn near bankrupt and is staggering from one month to the next on the strength of membership renewals which barely keep pace with expenses. Reorganization of the above 'setup' is vital if we are to survive.
         - Sixth, the original intention of the club had been to incorporate BCSFA under the protection of the Societies' Act by registering BCSFA as a non-profit society.
         - Given all of the above, Clint proposed that, once WCSFA is registered, WCSFA make BCSFA a standing committee of WCSFA, pending approval by BCSFA. All members of BCSFA would be members of WCSFA (which they were for WCSFCCA, so no change there), would continue to elect the BCSFA executive (no change), function under their own rules (no change), direct their own finances (no change), and continue to share in V-Con's profits (no change, except that it would be based not on the trademark but on an internal financial arrangement). The only significant change would be the extension of WCSFA's legal umbrella over the members of BCSFA's executive, such that they would not be liable personally for any debts accrued by WCSFA, V-Con or BCSFA, thus fulfilling the original intent of the club 18 years ago. Proposal adopted.
         K) V-CON TRADEMARK:
         - Given the above, in the interests of strengthening WCSFA's right to award V-Con Bids, of simplifying the relationship between BCSFA and WCSFA, and of clarifying BCSFA's role as a standing committee of WCSFA (without prejudice to BCSFA's functional independence), Clint proposed that, once WCSFA is registered, the BCSFA executive transfer ownership of the V-Con trademark to WCSFA, pending BCSFA's approval. Proposal adopted.
         - At this point (8:30 pm) a 15 minute break was taken. Meeting resumed at 8:45 pm.

         4) SUBJECT: FUTURE V-CON BID REQUIREMENTS:
         - The following was presented by Donna for point by point discussion and possible amendment:

         "SUGGESTED REQUIREMENTS FOR A V-CON BID.
         In order for a committee bidding to hold V-Con to be seriously considered, the committee must present:
         1) A committee list with the names of at least six competent and experienced people, including the Chairman, Treasurer and Hotel Liason, and any three of the following department heads: Operations, Hospitality, Registration, Publications, Programming, Dealer's Room & Art Show.
         2) A REALISTIC written preliminary budget for the convention (See attached sample).
         3) One or both of the following:
         a) Name(s) of prospective guest(s) of Honour who have indicated they can attend and estimated expenses of bringing them.
         b) A theme for the convention, and suggested programming to go with that theme.
         4) A letter of intent from a facility prepared to host a 400-700 member weekend convention on the indicated weekend.
         THE WINNING BID WILL BE REQUIRED TO PRODUCE, IMMEDIATELY AFTER THE VOTE IS TAKEN:
         1) A deposit of $100 from each of the six executive committee members presenting the bid. This "bond" will be returned (with interest) if the convention breaks even or makes a surplus. It is to be clearly understood that if the convention should lose money, these deposits will be the first funds used by WCSFA to pay the debts incurred by the Convention Committee. In the case of a calamity beyond the power of the Convention Committee to prevent, WCSFA will return the deposits.
         SUBSEQUENTLY THE COMMITTEE WILL GIVE TO WCSFA:
         1) A copy of a signed hotel contract with V-Con for the weekend in question. The contract must be presented to WCSFA within two months of the bid approval and should include:
         - function space rates.
         - guest room rates.
         - rates for any other fees or expenses the convention might occur, such as set-up of rooms, food service, etc.
         - other items as recommended by WCSFA.
         (It is recommended that the committee consult with WCSFA on the contents of the contract.)
         2) Quarterly written progress reports, including:
         a) A complete financial statement with projected break-even point.
         b) Current number of registered members.
         c) Status of guests.
         d) Status of hotel contract.
         e) Current committee list.
         The progress reports must be delivered in the following months: nine months before the convention, six months before, three months before, and one month before. (In the case of a May convention that would be August, November, February, and April.)"
        
         - POINTS OF DISCUSSION FOLLOWING:
         - Donna stated "We simply can't afford to have people screw-up V-Cons."
         - Garth commented that the requirements suggested are not out of line considering that article 61, Part 12 (Convention and Bidding Committees) of the WCSFCCA constitution states "The Directors of the Society may, from time to time, set forth the procedures under which any committee shall operate," and that article 62 states "The Directors of the Society may suspend the operations of any committee when the committee operates in a manner in contravention of the procedures set forth by the directors," thus establishing the precedent for this type of requirement.
         - Clint proposed that we develop a set of operational guidelines (with particular emphasis on how financial records must be kept) that future V-Con Committees must follow or lose our support. Donna added it should include guidelines on the use of the V-Con logo and name. Proposal adopted.
         - Donna proposed that the precise procedure of withdrawing WCSFA's support from a convention commitee (they can no longer use the trade-mark, legal protection withdrawn, hotel informed, BCSFA informed, etc.) be included in the guidelines so that convention committees clearly understand the consequences of contravening the guidelines. A legal opinion would probably be needed to define the procedure so that we could be certain WCSFA was no longer legally involved. Proposal adopted.
         - In reference to item 4 of the requirements Clint proposed that WCSFA book the hotel years in advance (most mundane conventions book 3 or more years in advance) as this might well have cost advantages. Graeme commented he thought he had seen reference to just such a proposal in WCSFCCA minutes from the early 80's. Proposal deferred pending further consideration.
         - In reference to the item dealing with hotel contracts, Clint proposed it would be useful to develop a boiler-plate hotel contract as part of the operational guidelines. Proposal adopted.
         - Donna noted that we are currently functioning as WCSFCCA and will continue to do so until WCSFA is registered. She proposed that upon WCSFA being registered, WCSFA adopt as WCSFA measures all WCSFCCA measures from this date (Nov 29,92) onwards. Proposal adopted.
         - Donna presented the motion that WCSFCCA adopt the suggested requirements. Garth seconded. Motion passed unanimously.

         5) SUBJECT: REPORT FROM V-CON 20:
         - Donna pointed out that the above requirements cannot be made retroactive, therefore the V-Con 20 ConCom cannot be held subject to them. However she proposed it would not be unreasonable to ask them to carry out section 2, "provide a realistic written budget." Proposal adopted.

         6) SUBJECT: CRAIG'S BID:
         - Donna pointed out that Craig Mclachlan has begun assembling a bid committee for a proposed 2000/2001 New Year's V-Con, or nine years in the future. Do we consider accepting the bid any time soon? Clint pointed out that if we accept a bid so far in advance of the actual convention it would set a precedent which might ultimately swamp us with more convention committees than the association could realistically handle. He proposed that we not consider bids more than two years in advance of a convention. Proposal adopted.

         7) SUBJECT: WCSFFCA/WCSFA FILES:
         - Clint initiated a general discussion on the nature of our files and how they should be kept. He proposed computer files should be in either MS Word, MS Dos/Compatible or in ASCII, with hardcopies as well. That perhaps guidelines be written. That copies of all letters written in WCSFA's name be kept by Donna, for example. That the constitution, bylaws and rules be kept on disc. Donna asked what records of a convention should pass to WCSFA once the convention is over? She suggested a standard format be adopted for convention registration and membership records. All matters discussed deferred for future consideration.

         Meeting adjourned: 9:40 pm.