Ohio IX Annual Meeting Notes: April 20th, 2017

Tim Berelsman welcomed the group and called the meeting to order.

Nancy Tiemeier recorded the Shareholders that were present.

Senior Members Present

  • Independents Fiber Network (a CNI Company)
  • Enlite (Consolidated Electric)
  • OARnet
  • OneIT
  • NetGain
  • Horizon
  • Bresco Broadband
  • Metalink Technologies, Inc
  • NKTeleco, Inc
  • CentraComm

 

Associate Members Present

  • KG Myers Construction
  • Cologix

Treasurer’s Report

It was moved to approve the current budget and was approved.

Chairman’s Report

Your initial Board of Directors and Officers for Ohio IX have volunteered their time and energy to establish and launch our business as a non-profit.   I am very proud and thankful for their individual efforts and for you support as members in Ohio IX.

In no particular order, the initial Directors and Officers of Ohio IX have taken the following acts on behalf of your company, Ohio IX, starting with formally establishing the company as a non-profit in late 2015 through April 2017

 Declared the Company’s official place of business as 555 Scherers Ct; Columbus, OH

  • Established and filed the Domestic Articles of incorporation:
    • as a 501c(6) company on 12/09/2015
    • with Paul Schopis as the incorporator and President;
    • with Mercury Agent Company as the Statutory Agent; and
    • with 1 class of membership
  • Established the Company’s Code of Regulations
  • Accepted Paul Schopis request to resign as President
  • Confirmed the initial board of Directors consisting of:
    • Paul Schopis
    • Greg Dunn
    • Tim Berelsman
    • Doug Payauys
    • Nancy Tiemeier
    • Kim Gerhart
    • Steve Steele
    • Luke Skidmore
    • Brad Scott
    • Kevin Goodman
    • Jason Gintert
  • Elected Tim Berelsman as President, Doug Payauys as Vice-President and Treasurer and Nancy Tiemeier as Secretary
  • Established Chief Technical Officer as an other officer of the Company with Marijan Adams accepting the position
  • Held monthly board meetings, primarily at the company’s principal place of business, to conduct business on behalf of the Company
  • Filed Amended and Restated Domestic Articles of Incorporation
    • On May 12, 2016 by Nancy Tiemeier as Secretary;
    • Modifying the articles to allow for 2 classes of membership
  • Adopted an Amended and Restated Code of Regulations
  • Changing the Board Officer titles for President and Vice President to Board Chairman and Vice-Chairman to mitigate actual or potential conflict of interests
  • Adopted a Code of Conflict Policy
  • Adopted a Director Agreement
  • Registered domains for Ohio IX and set-up web server and initial Email addresses for Ohio IX
  • Applied to register and received from ARIN an ASN for Ohio IX and IP address space
  • Adopted Application forms, set initial membership fees and Agreement for
    • Senior Members (Members holding an ASN)
    • Associate Members (non-ASN holders) who will help further the purpose of Ohio IX, which is promote the common business interests of the members and improve business conditions in the Internet communications industry.
  • Established a Technical Committee with Marijan Adams as chair
  • Established a Marketing Committee with Kim Gerhart as chair
  • Established a post office box
  • Established a checking account
  • Established initial targets for Membership of 15 along with a preliminary start-up budget
  • Announced and Held a meeting open to the public to announce the membership structure and solicit members
  • Received and Approved Applications for Membership from:
    • SENIOR MEMBERS
      • Independents Fiber Network (a CNI Company)
      • Enlite (Consolidated Electric Cooperative)
      •  OARnet
      • Everstream Solutions
      •  OneIT
      •  NetGain
      • Horizon (a Chillicothe Telephone Company Affiliate)
      • Bresco Broadband
      • Metalink Technologies, Inc
      • NKTelco, Inc
      •  CentraComm
    • ASSOCIATE MEMBERS
      • Sigma Technologies
      • KG Myers Construction
      • Cologix
      • Accent Communications
    • Established an account with XERO for accounting records along with a check & balance procedure between the Treasurer (Doug Payauys) and  Chairman (Tim Berelsman) for the approval of payments
    • Accepted financial and equipment donations from members
    • Established a Policy for the use of and revocation of a limited number of free cross connects donated by Cologix
      • Ohio IXs internal needs first
      • Management connections to OARnet as NOC
      • Director Companies and Committee participant Companies for donation of employees time to Ohio IX
      • Appointed Brent Beatty and Lynn Child to the Marketing Committee
      • Established a revised logo for Ohio IX and launched a new website
      • Took out an Insurance Policy for Directors & Officers with Telecom Insurance Group
      • Took out a General Liability & Umbrella Insurance Policy/Binder with Telecom Insurance Group
      • Entered into Master Service Agreement and Colocation Agreement with Cologix
      • Entered into a Memorandum of Understanding with OARnet for Network Operation Center Services
      • Installed purchases and donated equipment, including Ethernet switching fabric and peering server, for Ohio IX at the Cologix’s datacenter
      • Established Connectivity with Members and went active with traffic on the Exchange between members. Bresco and OneIT were the first two connected to the Exhange.
      • Adopted a budget for 2017 based on additional growth in the membership
      • Waived 2017 membership renewal fees for all members active on or before December 31, 2016
      • Applied for tax-exempt status as an Ohio Nonprofit Corporation, 501(c)(6) with the Internal Revenue Service.
      • Maintained fee structure for new Senior Members and new Associate Members
      • Established a Preferred Network Content Provider (PNCP) for use with National/Multinational Transit Providers and High Value Content Providers on a contract basis rather than membership basis
      • Entered into an Agreement with HE as a PNCP
      • Initiated negotiations with other prospective PNCPs
      • Declared and Sent notification to Senior and Associate Members of Ohio IX’s Initial Membership Meeting

The move was made and seconded to ratify the actions taken by the company. It was approved.

Tim Berelsman presented the Amended Code of Regulations. The following changes were discussed  – The Board of Directors was changed to 7 members to having a minimum of 7 and a maximum of 11.  It was also stated that each Senior Member can only have one person on the Board.  The Code of Regulations was approved.

Election of Directors: The following were elected as Directors for the next year:

Tim Berelsman – Chairman

Doug Payauys – Vice Chairman and Treasurer

Nancy Tiemeier – Secretary

Marijan Adam – Chief Technology Officer

Kim Gerhart – Board Member

Luke Skidmore – Board Member

Paul Schopis – Board Member

Brad Scott – Board Member

Greg Dunn – Board Member

Steve Steele – Board Member

Brent Beatty – Board Member

Lynn Child – Board Member

Call for Other Business: No additional business

Closing Remarks: Tim Berelsman thanked the members of the Board for their work over the past year.  Doug Payauys also thanked Tim and the members for their hard work.

The meeting was adjourned at 3:45.

Respectfully submitted

Nancy Tiemeier