Meetings/09302026/agenda

I.  Before Wednesday

• Ted: Circulate the Nonprofit Insurance Alliance quote and a general liability quote, and put the follow-up questions in IV to the broker. D&O application submitted. (updated)
• Ted and Kerry: Draft a one-page projected first-year budget and short funding note, for the carrier and for Board approval. (new)
• Ted and Kerry: Find out what Mascoma needs to open an account, including any form of resolution.
• Kerry: Offer a view on the fiscal year (July–June vs. calendar).
• Kurth: Get Electric Embers' migration timeline, what they need from us, and the annual hosting cost. (expanded)
• Stan: Confirm with F.X. the terms of the ECFiber match and whether ECFiber's board has approved it.
• Dave: Compile newsroom contacts.
• Directors: Review the attachments and be prepared to disclose any ties to VC.

II.  For Decision

1. Organizational resolutions: adopting the Bylaws, electing officers, and authority for the EIN, bank account, and insurance. Open items: fiscal year; bank and signature threshold; insurance premium cap; first annual meeting date; Vice President; copyright agent.
2. Projected first-year budget. (new)
3. Transition Agreement, by separate resolution: approval; adopting the Subscriber Terms of Use, which must include VC's statement; Electric Embers cost cap; and whether Kevin signs only once insurance is bindable. (expanded)

III.  For Discussion

1. Migration Plan: timeline, target date, subscriber notices (which must carry VC's statement in bold), whitelisting web page, admin template. (expanded)
2. Press Release: timing, approval, press contact, media list, and advance copy to VC.
3. Fundraising: donation mechanics and acknowledgments.
4. 501(c)(3): Form 1023-EZ timing and the New Hampshire registration question.
5. Policies: Discussion List Guidelines and a privacy policy before Closing, since the Terms incorporate both; who drafts the rest. (expanded)
6. Board Expansion: nominating process for the first annual meeting.

IV.  Insurance (Ted)

• Historical financials. VC's 990 won't break out the lists, so I wouldn't rely on it. The carrier wants context, and we can give it directly: 38 lists, about 28,000 subscribers, run by volunteers for 20+ years, with Electric Embers hosting as essentially the only direct cost. Kurth's EE number is effectively the lists' historical budget.
• Budget. A one-page projected budget approved by the Board tomorrow, plus a short paragraph on funding, should satisfy the carrier. Likely expenses: EE hosting, insurance, the 1023-EZ fee ($275), the Copyright Office agent fee ($6), domain and email, bank fees, and state filings. Likely revenue: the ECFiber match, Kerry's contribution, and donations.
• Tax exemption. It doesn't come with the EIN. We'll apply on Form 1023-EZ; the determination letter takes several months but is retroactive to September 21 if we file within 27 months. For the carrier: a Vermont nonprofit organized for 501(c)(3) purposes, application forthcoming.
• Coverage. The Internet Liability language you sent covers defamation, privacy, and copyright, which is what matters most for us. Three follow-ups for the broker:

1. Does "Internet Activity" include running email lists and distributing posts written by subscribers?
2. If a volunteer list administrator is sued personally over a post, and UVLists isn't named, is that covered? Does it change if UVLists indemnifies the volunteer?
3. What's the retroactive date? And can they quote general liability, which our agreement with VC requires?