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All Party System Co. Proposed Meeting's Minutes
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APS Co., USA Guidelines Approved 9/27/2017
All Party System Co., IB (International Bureau) Guidelines Approved 9/27/2017
Meeting's Minutes 4/16/2017
Meeting's Minutes From 7/23/2017
Proposals for 7/8/2018 Meeting
Proposed APS Co., USA (APS-USA) and APS Co., International Bureau (APS-IB) Guidelines for 7/8/2018
Meeting's Minutes for 7/8/2018 Meeting
Approved APS Co., USA (APS-USA) and APS Co., International Bureau (APS-IB) Guidelines to Be Approved by 10/8/2018
Proposals for 4/28/2019 Meeting
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Proposed Meeting's Minutes
There are 29 Board Members
Simple majority of 15 of the 29 board members required to vote
in attendence or to sign before the agenda is considered approved.
Please sign and return post to:
All Party System Co.
1213 C Forest Avenue
Pacific Grove, California 93950
(831) 392-8087
____________________________________
Sign here
____________________________________
Print name here
_____/_____/ 2016
Date Here
Meeting's Minutes for TBA
(a) Calling of the meeting to order.
(b) Roll Call.
(c) Proof of Service, Notice of Meeting or Filing of Waiver.
(d) Reading and approval of minutes of last annual meeting.
(e) Ratification of prior Board actions.
(f) Report of officers.
(g) Reports of committees.
(h) Election of directors.
(i) Election of bylaws.
1. Transfer Ownership
2. Ownership Transfer following items from "USA" to "International":
3. Paper Share Certificates and Records in 2018
4. REQUIREMENTS FOR ALL BOARD OF DIRECTORS (BODS) AND ELECTED VOUNTEERS:
9.
10. DEFINED ROLES OF CEOS (Detail the elimination of BoDs to approve guidelines.)
25. WORKER BOARD OF DIRECTORS (Worker BoDs):
29. REMOVING NON-PARTICIPATING BODS IN ORDER TO ATTAIN MAJORITY APPROVAL
49. The money and stocks/shares
50. BONUSES
51. The 100-share bonus applies
52. The pay scale for Regular Executives
68. Salaries:
69. STOCK
70. GENERAL DESCRIPTIONS OF EXECUTIVES, BOARD OF DIRECTORS AND INVESTOR VOTING
84. Remuneration:
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Revamp Current guideline item #9 as follows:
3. Paper Share Certificates and Records in 2018
Authorize the issuance of 250,000 preferred shares and 250,000 common shares to be sold in 2018.
Closing of Transfer Books and Fixing Record Date: For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders, or any adjournment thereof, or entitled to receive payment
of any dividend, the Executives may provide that the stock transfer
books shall be closed for a stated period not to exceed fifty days nor be
less than ten days preceding such meeting. In lieu of closing the stock
transfer books, the Executives may fix in advance a record date
for any such determination of shareholders, such date to be not more than
fifty days, and, in case of a meeting of shareholders, not less than ten
days prior to the date on which the particular action requiring such
determination of shareholders is to be taken.
BOOKS AND RECORDS
The corporation shall keep correct and complete books and record of accounts and shall keep
minutes of the proceedings of its Executives, workers/staff's employment and voting records,
shareholders and Board of Directors, and shall keep at its registered office or principal
place of business, or at the office of its transfer agent or registrar, a record of its
shareholders, giving the names and addresses of all shareholders and the number and class of
the shares held by each. Any books, records, and minutes may be in written form or any other form
capable of being converted into written form within a reasonable time.
SPECIAL CORPORATE ACTS
Execution of Written Instruments: Contracts, deeds, documents, and instruments shall
be executed by the President after approval by a majority of the executives in vote
using ranked choice voting (RCV). The Board of Directors shall, in a particular situation,
designate another procedure for their execution.
Stock Price Fluctuations
The Board of Directors set the price of the stocks/shares while the
company is private. The open market sets the price of the stocks/shares
once the company goes to publicly traded shares.
Criteria for Price of Shares/Stocks While Company is Private
a) The first criterea is set by consensus of President and Vice President
b) The second criteria is determined by a vote of the BoDs.
c) The third criteria is set by the price on any given day of a sale
and the following day, and then the price reverts back to one of the preceding
criteria; set by 1) President/Vice President and 2) set by BoDs.
Three sets of share records are to be established. One set each by CEO, President and Vice President.
Before we authorize to send paper certificates to all buyers, APS Co. BoDs and non-BoDs who request them,
a transaction fee of $60. must be paid prior to mailing of certificate.
Minimum number of share purchase is $60. (Example, at $25. each, minimum of three may be bought)
Authorize Vice President (VP) James Ogle to negotiate and complete multiple private sales of APS Co.
common and/or preferred shares on October 23rd, 2017 and January 15th, 2018. VP James Ogle
will also be authorized to set the costs per share and numbers of shares being sold in the offerings
in 2017 and the end of 2018.
Assigning Share Prices in 2018
Award company share bonuses only in cases when good work and progress is documented to have been achieved.
All current BoDs are to remain on probation, no share certificates mailed to them until their
biography form and share purchase agreements are on file at company office.
The price of the shares will remain at $25. a share through the October 23rd, 2017
"authorized private sale", when price for that day will be determined by number of shares
to be sold and the total offering of pre-paid cash purchasing power by the buyers.
For example, with 1000 shares offered, and one buyer's receipt of $75., the price per share is
$0.75 cents each.
The following day, the share price returns to the $25. mark, through 2018 when the second
"authorized private sale" is planned on January 15th 2018. After this day, the price of the
shares will return to $25. per share through the next
board meeting when the price can be adjusted up or down.
Sales may happen before, during and after the authorized private sale,
but no additional APS Co. or board-members' sales may be sold before, during or after the
authorized private sales at any price other than $25. per share unit. A meeting of the
BoDs may result in additional sales to be approved.
On all sales of company shares in 2017 only, 20% of sales of shares are those owned by APS Co.
may be owned or assigned to board members and the sales revenues apply to the expenses for the
BoDs such as costs and salaries. The 80% of shares sold in 2017 will be those owned by Zeka and
Ogle, 40% by Edlira Zeka and 40% by James Ogle. In 2018, Edlira Zeka's shares may no longer sell
unless approved in a future APS Co. BoD meeting.
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9.
___ Elect One to Five Chief Executive Officers (CEOs)
The #1 Chief Executive Officer (CEO) is elected by majority
vote (50% plus one vote) by all voting APS Co. BoDs.
Once elected, the elected Chief Executive Officer (CEO) is one of the
31 voters on the board of directors of APS Co. (BoDs).
The election of the CEO will be once a year and will culminate
on the first Sunday after July 4th. The term of CEO begins
January 1st, the following year.
Call for nominations for CEOs will be thirty days before the end of
the election and only qualified board of directors (up to 31 names)
may nominate and/or vote.
The executive-CEO-elect is promoted to executive CEO on January 1st for
a one-year term.
All executive and non-executive CEO terms will last from January
1st to December 31st the same year, but non-executive CEO terms
can be changed by a consensus vote of the APS Co.'s President and Vice President.
The elected non-executive-elect CEOs may serve as
non-executive CEOs at any time the President and Vice President agree.
The CEO's annual salary will be paid in shares and will be 1,000 shares.
Up to four non-executive CEO officers may be elected by President's and Vice
President votes and their titles may be one of the following:
#2 Chief of Operations
#3 Chief of Staff
#4 Chief of Finance
#5 Chief of Board
The four non-executive officers can be elected or unelected
at any time by either the President or Vice President.
The four non-executive Chiefs may receive a signing bonus
of 100 shares after the one-year term is completed to
satisfaction of the President and Vice President.
Chiefs may not receive additional shares for completing work
assigned by the President and Vice President.
Chiefs may work on programs and may receive only salary or
bonuses in shares.
All elected Chiefs will be subject to a one-year probation.
Non-executive Chiefs need not comply with requirements for
biography form submission, as they are considered a non-voting
executive on the board.
After a CEO position has been established for one full year,
the top 13 vote getters of name(s) for the five CEO seats
are kept on the CEO election blank ballot/eballot,
and are known as the "Top 13" CEO nominees.
TOP THIRTEEN - Only current CEOs and the "top
thirteen" vote getters, may be added or
updated eballot for CEO elections.
Current and newly nominated names for the CEO
elections will remain on the eballot once nominated
until an official meeting/conference ends the
election. The top 13 names, plus new nominations, will
remain on eballot/ballot after meeting is adjourned, through
the following year on January 1st when CEO elections start
all over.
Newly nominated names are to be added during the
election cycle, usually added within 48 hours after name
has been nominated.
"TOP 13" CEO nominees who agree
to accept having their name on the CEO
ballot (http://www.usparliament.org/usa28.php) will listed
on the ballot/eballot, but those who do not accept being
on the ballot will be listed on a list of all nominated
names but not on the official ballot.
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___ End bonuses of shares and salaries in shares.
10. DEFINED ROLES OF CEOS, REGULAR EXECUTIVES, WORKER BODS, INVESTOR BODS AND VOLUNTEERS
Defined Roles in more detail of CEO.
Defined Roles in more detail of the five Regular Executives".
Defined Roles in more detail of Worker BoDs and Investor BoDs.
Worker BoDs and Investor BoDs are expected to nominate volunteers and to
build ad hoc volunteer committees. They are expected to attend the quarterly
board meetings and when not in attendance, to get the meeting's minutes signed
and returned fast.
Defined Roles in more detail of "Elected Wish List Staff Volunteers".
Elected volunteers of the All Party System Co. may vote on the ten "Workers BoDs".
The volunteers are elected in order to build a team of support for the
board members. Once elected as "elected volunteer", their name becomes
like chairman of an ad hoc committee. The elected volunteer is expected to
expand the committee and to pick at least one board member to work with
on committee decisions and projects.
A new category of elected volunteers are to be dues-payers, $10./year, and
the cycle of their term will be matched with IP Senators, where they
are subscribed for one full year which foloows the year of their signup
payment.
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25. WORKER BOARD OF DIRECTORS (Worker BoDs):
a. All Worker BoD, Investor BoD and Executive Elections in both the
APS Co., USA Bureau and APS Co. International Bureau are to be
elected in cycles to end at each annual (or quarterly) meetings.
b. The Worker Board of Directors (or BoDs) are elected by votes from all board members including the Founding Executives, Regular Executives, Worker BoDs, Investor BoDs, "Wish List Volunteer Staff Nominees" and nominees for Worker BoDs.
c. Only elected BoDs may nominate and/or vote for names for the Regular Executives beginning on the annual and/or quarterly APS Co. meetings. The time for the call is under the section 97., l.) "Call for Nominations of New Board Members". The call for nominations and votes is to be made after items a. to k. are completed.
d. Only current elected Worker BoDs, Founding Executives,
Board Members and elected Wish List Staff Nominees may be listed on
the official ballot, and the cap is 60 names.
Any board member may vote for the new
name at any time, 365-days a year, but final results for
Worker BoDs do not become official until the elections are
confirmed under item 97., (h) "Confirmation of Elections of
All Regular Executives and Directors."
e. Any new name(s) nominated to the ballot with a vote may not vote. Only elected BoDs and elected volunteers may vote for Worker BoDs.
Elections start after end at APS Co. board meetings, but not before the meeting's minutes are approved and all elected members confirmed by that vote. After meeting's minutes are confirmed then the elections of Worker BoDs and Investor BoDs may continue through to the next official meeting, which ever one follows the last meeting where the name(s) was nominated, be it a quarterly, bi-quarterly, tri-quarterly or annual meeting.
f. Once the ten "Worker BoDs" seats are filled, all eligible Founding Executives, Regular Executives, Regular Executive nominees, Investor and Worker BoDs, may change their votes for the Regular Executives at any time, but final results for Worker BoDs do not become official until the elections are confirmed under item 97., (h) "Confirmation of Elections of All Regular Executives and Directors."
g. Election totals and bonuses are only approved at the first official board meeting following the election of the Worker BoD, with exceptions due to non-signings, non-compliance with bio-form or contact information requirements.
h. All elected board members are required to provide their mailing address, email address, facebook page address and phone number within 48 hours of being elected or the election of their name is denied, the votes recounted and the next-highest ranked name is automatically elected.
i. At the board meeting, all names are approved/confirmed from the voting cycle for "Worker BoDs" and the election ends at the annual or quarterly board meeting and the ten names elected as "Worker BoDs" are then added to the official ballot/ eballot for the "Worker BoDs" within seven days following the approval of the board meeting's minutes by a simple majority.
j. The sitting President or Vice President are contacts for nominating and ballot preparation.
k. All names eliminated for non-compliance of bio-form submission must turn in correctly completed bio-form before being reinstated to any ballot.
l. Proof of Service must be initiated by the APS Co. President or Vice President for all board meetings on which the quarterly, bi-quarterly or tr-quarterly or annual election cycles end. The election cycle ends on the same board meeting when the beginning of the next election cycle begins.
m. The first Sunday following July 4th is to be be the only
meeting required annually. A vote by the board can reschedule
the annual July meeting once each year, or add up to three
additional quarterly dates..
n. When nominating multiple names for Worker BoDs, ranked choice
voting must be used. When a person self-nominates, that is to be
considered a #1 vote for their own name.
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29. REMOVING NON-PARTICIPATING BODS IN ORDER TO ATTAIN MAJORITY APPROVAL
a) Elected BoDs must participate in the annual
teleconference call and/or sign the meeting's minutes
within the 60th day which follows the meeting or risk
being removed as BoD. This way, a majority of the
BoDs is guaranteed to approve the annual BoD meeting's
minutes.
a)When a majority of the board members is not attained
for approving the company's bylaws, minutes, elections and/or agenda
by signing the annual July 5th board meeting's minutes,
even after board members not in compliance have been
eliminated from the board, then the lowest ranked
Investor BoDs and then Worker BoDs will be eliminated one at
a time until a majority for approving the minutes is achieved.
a)First the lowest ranked Investor BoD, then the lowest ranked
Worker BoD, each are alternated and no/zero consecutively ranked BoDs may
be automatically elected in their stead. The board members
are continually eliminated in a balanced manner until
the majority required for signing the meeting's minutes
is achieved.
a)The period of procedure for removing BoDs who do not meet the requirements
and who will be eliminated from the elected "Workers' BoDs" will continue
until a majority of the BoDs who remain have met the required
guidelines. The elimination of names continues between the dates
of March 1st, July 5th, September 5th and December 31st of each year,
which are known as the primary attrition dates.
a)When names are eliminated, no new names for Worker or Investor BoDs are
elected from the next consecutively ranked names on the
marked ballot totals until the annual meeting's minutes are approved
by a simple majority. Once the minutes are approved following the
July 5th annual meeting, the Worker BoDs who had already been ranked
as the original nominees may be re-elected as Worker BoDs and
new Investor BoDs who provide the required vote and share purchase
may be elected.
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Questions:
Which lowest-ranked names?
Worker BoD vs Investor BoD?
Those who attended and those who did not?
Opposition votes?
After they are eliminated, can the come back? What are the guidelines for coming back?
49. The money and stocks/shares to be distributed at the
annual BoD meeting may remain at company headquarters.
They and all dividends will be paid out on January 1st.
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50. BONUSES
All new Worker BoD names or Founding Executives who are elected on
July 5th, 2014 who had not ever recieved any company bonus shares,
shall receive 1000 shares of preferred stocks. After that date, the
amount awarded will be 100 shares(*) each time a new Worker BoD,
Founding Executive or Regular Executive is elected.
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51. The 100-share bonus applies only one time to new board members.
No board member who had received such a bonus for being
elected for the first time shall receive a second bonus.
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52. The pay scale for Regular Executives
and for Worker BoDs will be;
President - 135 shares a month*
Vice President - 90 shares a month*
Secretary - 90 shares a month*
Treasurer - 90 shares a month*
Ethics & Grievances Officer - 45 shares a month*
Worker BoDs - 2 shares a month*
*Plus 100-unit signing bonus
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68. Salaries: The salaries of the officers shall be fixed from time to time by the Executives
and/or the Board of Directors, and no officer shall be prevented from receiving such salary
by reason of the fact that he is also an executive and/or board of director of the corporation.
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69. STOCK
70. GENERAL DESCRIPTIONS OF EXECUTIVES, BOARD OF DIRECTORS AND INVESTOR VOTING
84. Remuneration: No stated salary shall be paid to the Board of Directors, as such, for their service,
but by resolution of the Executive Committee and or Board of Directors. A fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special meeting of such
Board; provided, that nothing herein contained shall be construed to preclude any director
from serving the corporation in any other capacity and receiving compensation therefore.
Member of standing or special committees may be allowed like compensation for attending
committee meetings.
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(j) Election of Agenda.
To pay debts in taxes to states of Delaware and California.
Delaware:
Estimated tax owed is $450. for 2017 but not confirmed.
California:
Estimated tax owed is $1090. for 2015, $800. for 2016 and $800.
for 2017.
Offer in compromise has been sent to State of California on 2/20/2018
by Treasurer James Ogle and we are waiting for their answer rgearding our offer to
pay $109. of the $1090. tax bill to CA State.
$450. plus $109. = $559. in taxes due in 2018 (for 2015 California and 2017 Delaware)
If we cannot raise the money in subscribers, IP Senators or other means,
we may have to close our corporate activities soon after our board meeting
on July 8th, 2018.
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