Board of Directors Meeting Minutes, 10-15-2020

Access Ready Inc. – Board of Directors meeting

Date, 10-15-2020
Time, 7 pm EST
Place – Meeting by Conference call? yes

List of attachments
1. Requests for board action from 06-18-2020 through 10-14-2020
2. Minutes of 06-18-2020 annual meeting
3. Revised proposed Strategic Plan

Meeting called to order by Chair-CEO Doug Towne at: 7.05 PM
In attendance:
Elizabeth Campbell Yes,
Gust Dean Doulou Vice-Chair, Yes,
Treasurer and CFO David Mickey Ellis No? Non-voting
Stephen M. Handschu Yes,
DR Martin G. Lewis No?
Matthew Michaelis No?
Paul R. Michaelis PHD No?
Secretary Corey Saur Yes, Non-voting
William (Chip) Smith Yes,
Mariano Tan Yes,
Chair-CEO Doug Towne yes, Non-Voting
Carol Westlake Yes,
Gabrielle Ward No,
ARS Board Member John Medcalf Yes

** Consent Agenda
1. The Chair-CEO requests final approval of the attached requests for Board Action on 07-27-2020
Motion to accept consent agenda items by Steve
Seconded by Liz
Discussion none

Call the Question,
Elizabeth Campbell Yes,
Gust Dean Doulou Vice-Chair, Yes,
Stephen M. Handschu Yes,
DR Martin G. Lewis Absent?
Matthew Michaelis Absent?
Paul R. Michaelis PHD Absent?
William (Chip) Smith Yes,
Mariano Tan Yes,
Carol Westlake Yes,
Gabrielle Ward Absent?
Motion Passed,

* Information Agenda
* Board Secretary report
Correspondence None

Minutes of 06-18-2020
Motion to accept minutes as presented or amended by Carol
Seconded by Steve
Discussion None

Call the question,
Elizabeth Campbell Yes,
Gust Dean Doulou Vice-Chair, Yes,
Stephen M. Handschu Yes,
DR Martin G. Lewis Absent?
Matthew Michaelis Absent?
Paul R. Michaelis PHD Absent?
William (Chip) Smith Yes,
Mariano Tan Yes,
Carol Westlake Yes,
Gabrielle Ward Absent?
Motion Passed,

* Board Treasurer Report
Correspondence None
Accounting Report Not available
David Ellis was not available

Doug Reported the following balances
checking $36257.44
savings Foundation Fund account $2639.58
checking Merchant Donation by credit card account $533.92

Discussion None

* Chair/CEO report
Correspondence None
1. We are still in discussion with
Devoted Health
Passtime GPS
Design Interactive
All are progressing favorably.
2. ARI-ARS has paid back a significant part of the funds advanced by Doug Towne personally and Doug Towne Consulting corporately. After reviewing the staff time invested between October 1, 2018 and September 30, 2019, we have determined a balance of hours on the books totaling 887 at $22.00 per for a total of $19514.00.
This does not include Executive, (my time) or social Media time. I have limited these time charges as much as possible.
I am having discussions with my own accountant about how much more I can write off if any. After discussions with the Committee on Administration and Management (Dean Doulou and Mickey Ellis) I will submit invoices for reimbursement in small quantities as funding allows.
We had a discussion about the need for a Budget amendment, but I do not believe this is necessary because the categories covered by these staff time charges are already covered by the current budget categories. As we add additional income, we will be able to add funds to existing budget line items as needed with a budget justification at the end of the fiscal year in June.
3. We are still searching for a location for a facility in Pinellas County that is funded through our VOTEC contract. We have the funds and are guarding it carefully because it will be utilized for the designated budget and contracted line items. The delay is based on several unanticipated circumstances most brought about as a result of COVID-19.
A lack of available units,
A rapid rise of unit cost,
The organizations lack of credit history,
The need for a personal guarantee or sublet arrangement.
4. Because of the changing guidelines neither ARI or ARS were eligible for Federal, state or local stimulus funding.
5. We have not moved to create Access Ready Security Corporation yet because of the delay in concluding the Passtime GPS contract. We will move on it as a subsidiary of ARS once that contract is concluded.
This was approved by the ARS Board of Directors.
The reasoning behind this is to limit our liability related to the sale of consumer security products.
6. We have 1 grant or gift proposal pending at the moment with:
The Tampa Bay Community Foundation.
We have received notice of approval from:
The Charter Communications Foundation in the amount of $7000.00 to be used for communications costs
As a part of this our cable Internet access and cell phone accounts are being transferred out of mine and Corey’s names personally into the name of Access Ready. This will allow us to lower the cost by making the accounts tax exempt. In addition, the Spectrum base cost is less.
To make this happen we did have to pay off a lease on one phone with sprint for $579.44, but I did the math, and this move does save us a lot of money in the long run. The cell bill immediately saves us $125.00 a month.
We also received notice that the Rampinger Family Fund. is making a $3000.00 unencumbered Founders donation and we will be looking at how to best get results from those funds.
7. As a result of the discussions related to our proposed grant funded programs and our strategic plan, we are tempering our grant funded programs to bring them down to the local or state level where possible. In addition, the funding focus of programs of a more national scope like election technology will be funded through partnerships, cooperative agreements and potentially loans or the sale of stocks.
This approach is necessary because of the age and budget level of the organization. The national approach on many of our programs is to aggressive and my mistake. The size of the issues we are attempting to engage with from my perspective made it necessary for us to take a national approach. I failed to take into account the newness of the organization or our limited budget. As we will discuss in a few minutes we need to change our grant, funding and growth approach.
I believe now that we need to concentrate on becoming self-funding through the sale of products, and services as well as fund raising and grants to the extent possible. It is my intention to redouble our efforts to those ends.
8. In support of expanding our consulting services and product delivery Mariano and I are developing a presentation designed to engage technology developers, providers and users on the principals behind the need for accessible information technology. This will also include a push to employ people with disabilities as a result of accessible technology. We may and I stress may come back to you with a proposal for ARS through a subsidiary to become a training and employee leasing or contract labor entity. This is just a concept in our development discussions that would provide repetitive income.
9. I need to sound a note of caution in relation to COVID-19 and our plans such as our budget projections. We need to look at all of this as fluid. No one can predict what the next year holds. COVID-19 and the political situation make planning extremely difficult.
For example, our revenue projections related to sales of the Passtime GPS tracking device are hampered by several factors out of our control. The developer has had to move its manufacturing from one country to another because of the trade conflict. This has slowed their development process related to the changes we required in the device. In addition, COVID-19 will slow sales because of the limited travel of the target subjects in the markets we planned to enter. These situations will be alleviated but may not do so along the timeline in our budget.

Discussion
There was limited discussion on the above from an informational point of view.

* Other Officer Reports
None
Motion to accept all reports items by Dean
Seconded by Steve

Discussion None
Call the question
Elizabeth Campbell Yes,
Gust Dean Doulou Vice-Chair, Yes,
Stephen M. Handschu Yes,
DR Martin G. Lewis Absent?
Matthew Michaelis Absent?
Paul R. Michaelis PHD Absent?
William (Chip) Smith Yes,
Mariano Tan Yes,
Carol Westlake Yes,
Gabrielle Ward Absent?
Motion Passed,

** Old Business?
1. The Chair-CEO requests approval of the following motion.
Resolved that the Board of Directors here in rescinds its policy 11-01-2018-1 prohibiting legal action by the organization to enforce policies related to accessible information technology. Further that the organization will remove all mention of its legal action policy from its website and documentation making no further public statement on its policy.
Reasoning behind this request.
It has become clear that because of this policy we are not taken seriously or as a real threat. Of course, any legal action would be brought to the Board for approval. We will seek a relationship with a law firm to engage in potential actions.
We tried the low-key reasonable approach, and it is clearly not working.
We will propose a plan for managing legal challenges and developing a plaintiff identification process when it is appropriate.

Motion by Steve
Seconded by Chip
Discussion
There was a great deal of discussion about this move fully vetting the reasons why such a change is necessary.
Concerns were expressed that making any kind of statement could create issues with potential supporters and clients. As a result of this it was determined that we would make no public statement on our legal action policy after removing the policy from our website.

Call the Question,
Elizabeth Campbell Yes,
Gust Dean Doulou Vice-Chair, Yes,
Stephen M. Handschu Yes,
DR Martin G. Lewis Absent?
Matthew Michaelis Absent?
Paul R. Michaelis PHD
William (Chip) Smith Yes,
Mariano Tan Yes,
Carol Westlake Yes,
Gabrielle Ward Absent?
Motion passed,

2. The Chair-CEO requests approval of the updated strategic plan.
Doug Towne and Carol Westlake to discuss the changes to the strategic plan.
I have two recommended changes
First since the Board has agreed to rescind the no legal action policy then the plan would need to be changed to reflect that.
Second, to extend the plan through 2022 since so much time has been lost with COVID-19.

Motion by Liz
Seconded by Dean
Discussion
All agreed that the redraft by Carol is excellent and that the policy and date change are necessary. We thank Carol for her work to bring the strategic plan into a more concise format.

Call the question
Elizabeth Campbell Yes,
Gust Dean Doulou Vice-Chair, Yes,
Stephen M. Handschu Yes,
DR Martin G. Lewis Absent?
Matthew Michaelis Absent?
Paul R. Michaelis PHD Absent?
William (Chip) Smith Yes,
Mariano Tan Yes,
Carol Westlake Yes,
Gabrielle Ward Absent?
Motion Passed,
3. Steve brought up his discussions with members of Congress about the American Digital Accessibility Act and that while there is support nothing will happen until after the election and the situation clarifies.

** New Business?
None from the Chair

** General discussion
Steve raised the number of great Civil Rights leaders we have lost over the past year including John Lewis and others in the civil rights community.

** Next meeting Date and time?
The third Thursday of February 2021 at 7 PM EST
Thursday February 18, 2021 at 7 PM EST by conference call.
Discussion
We agreed that next year’s October meeting would be scheduled for later in the month to avoid the tax deadline to provide better timing for our CFO.

*** Adjournment
Motion to adjourn by Steve
Seconded by Liz
Discussion
Call the question

Motion was unanimous
Meeting was adjourned at 8.45 PM