The Board of Directors of the Political Film Society held a meeting at the time, on the day and at the place set forth hereinbelow, pursuant to Rule 12 of the Rules of Procedure:

TIME: 7 p.m.
DATE: February 13, 1999
PLACE: 8481 Allenwood Road, Los Angeles, CA 90046.

Present at said meeting were the following persons:
Michael Haas, Member of the Board of Directors, Member of the Political Film Society, and sole Stockholder
Eric J. Dacumos, Acting Member of the Board of Directors and Member of the Political Film Society

The following named persons served as Chair and Secretary of the meeting:

Chair: Michael Haas
Secretary: Eric J. Dacumos.

The Chair noted that one member of the Board, Stanley Mark Castillo, was not present because he died on November 6, 1998. In accordance with Article II, Section 6, of the By-Laws, the sole remaining Director, Michael Haas, appointed Eric J. Dacumos to the Board as Temporary Secretary to serve until the next annual meeting of the Society. As sole legal heir, Michael Haas inherited Stanley Mark Castillo’s share of Political Film Society stock and now retains all ten shares. Michael Haas also appointed himself successor to Stanley Mark Castillo as the Chief Financial Officer of the Society. Upon Stanley Mark Castillo’s death, Michael Haas became the only person authorized to pay expenses of or obligate the Society financially.

The Chair noted that an Organization meeting was held on August 4, 1998, and a Stockholders meeting was held earlier on February 13, 1999.

As Chief Financial Officer, Michael Haas submitted a financial report for the Political Film Society for 1998; the report is appended to these minutes. The report noted two major expenditures. A website developer was given a down payment to develop a website for the Society, and Michael Haas undertook training to broadcast Political Film Society news on the radio. These expenses were offset by donations and the payment of membership fees by two new members.

As Temporary Secretary, Eric J. Dacumos presented a membership report for 1998. He noted that as of December 31, 1998, there were 59 email members, 1 paid snailmail member, and 108 members who had neither submitted email addresses nor paid the annual $5 fee to receive newsletters through snailmail. He remarked that new applicants for membership had been attracted by the new website, though only such person has paid the requisite $5 fee in 1999. A full report on membership for 1999, he noted, will be presented at a later meeting of the Board. Following circulation of the report to the members present, the following resolution was duly adopted:
RESOLVED, that the membership report for 1998 is hereby accepted.

Michael Haas then circulated several proposed amendments to the By-Laws. He indicated that some clarifications were needed, especially to ensure that the Political Film Society will be ruled to be tax-exempt by IRS. Following circulation of the proposed amendments, the following resolution was duly adopted:
WHEREAS, the Political Film Society shall continue to operate as a non-profit organization;
WHEREAS, the Rules of Procedure of the Political Film Society should be recognized by the Internal Revenue Service as a non-profit organization; and
WHEREAS, the Rules of Procedure of the Political Film Society should be clarified on other matters;
THEREFORE, BE IT RESOLVED that the Political Film Society hereby adopts the following changes to its Rules of Procedure:
1. Rule 2c (new). “The Political Film Society is a non-profit organization that takes no stands on political issues, endorses no candidates, engages in no lobbying of government officeholdeers, and otherwise operates as a tax-exempt organization within the meaning of Internal Revenue Service regulations.”
2. Rule 3a. Change “city” to County”.
3. Rules 3b and 7k. Add “County of” before “Los Angeles.”
4. Rule 3b. Delete “previews and”.
5. Rule 5f. Delete.
6. Rule 7a: add to the end of the sentence “in good standing” before the period.
7. Rule 7b (replacement). “Voting for nominations and awards shall be by either email or snailmail. In both cases, members in good standing must identify themselves by email address or name and address, respectively, in order to qualify to vote.
8. Rule 7h(3). Change “run” to “week”.
9. Rule 8a. Add “in good standing” after “Society”.
10. Rule 8c. Change “member” to “nominator”.
11. Rule 9a. Change “15” to “1”.
12. Rule 9b. Change “15” to “5”.
13. Rule 9c. Change “February 5” to “January 31”.
14. Rule 9d. Change “12” to “7”.
15. Rule 9d. Delete “, using the weighted average method”.
16. Rule 9e. Change “hat” to “that”.
17. Rule 9f. Delete the last sentence.
18. Rule 10a. Add “in good standing” after “Society”.
19. Rule 10b. Change “5” to “1”.
20. Rule 10c. Change “1” to “10”.
20. Rule 10d. Change “April 1” to “March 15”.
21. Rule 11g. Change “vote” to “attend”
22. Rule 11h (new). “Members in good standing are those who keep active email addresses or pay annual dues for fax or snailmail addresses.”
23. Rule 11i (new). “Any member has the right to cancel membership in the Society at any time.
24. Rule 12b. Delete the first sentence.
25. Rule 12b. Delete “or Acting Chief Executive Officer”.
26. Rule 12c. Change “annual meeting” to “meetings”.
27. Reverse Rule 12b and 12d.
28. Delete Rule 12e.
29. Rule 12g. Change “Chief Executive Officer” to “Secretary”.
30. Renumber Rule 12g as 12e.

The next order of business was to count the pre-nomination ballots. The Chair turned over the votes to the Secretary, who in turn counted the votes and presented the following resolution, which was adopted by the Board:
WHEREAS members of the Political Film Society had an opportunity to narrow the list of seven nominees to five or fewer for best film on Peace for 1998 from January 1 to February 5, 1999; and
WHEREAS, four films received enough votes to be nominated for the category Peace by members of the Political Film Society,
THEREFORE, BE IT RESOLVED that the following films have been nominated for an award in the category Peace for 1998:

The Boxer
Regeneration
Saving Private Ryan
Savior.

The Chair noted, in accordance with Rule 9f, that final ballots for all categories will be circulated to members by February 15 and that the deadline for return of ballots is March 10. The next meeting of the Board, when the final ballots will be counted, was scheduled for March 13 at 7 p.m. at 8481 Allenwood Road, Los Angeles, California 90046.

There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, the meeting was adjourned.

Chair:________________________________

ATTEST:______________________________
              (Temporary Secretary)