Board meeting Minutes/30 September 2017

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Prior:
19 September 2017
Board meeting Minutes Next:
10 October 2017



Minutes approved: 10 October 2017

30 Sep 2017

9:56 AM: The Chair, President George Beech, opened the Regular meeting of the Previous Board.

A quorum was established with 5 directors present:

- George Beech
- Brian Globerman
- Thomas Uphill
- Scott Suehle
- Steve VanDevender

Directors absent:

- Ski Kacoroski
- Ray Frush
- Paul English
- Atom Powers


Guests present - incoming board directors:

- Aleksey Tsalolikhin
- Andy Cowell
- Danielle White



Consent Agenda

Close Previous Board

Acknowledge the New Board, Thank the outgoing board members

Adjournment

 Scott Motioned for Adjournment
 Steve Seconded

Adjourned at 9:58 AM.

Open New Board

First meeting of the new board

Face to Face 2017 Saturday


30 Sep 2017, 9:58 AM - New board meeting opened by the Chair, George Beech.

We had a quorum with 9 board members present.

Directors present:

- George Beech
- Drew Adams
- Brian Globerman
- Aleksey Tsalolikhin
- Danielle White
- Thomas Uphill
- Scott Suehle
- Steve VanDevender
- Andy Cowell

No previous agenda (no minutes to approve).

Introductions

  • Everyone's favorite 'get to know you' exercise - Go around the room and tell everyone a little about yourself.

LOPSA History (or new board orientations)


  • Nonprofit
  • Brief history of LOPSA
  • Financials Overview
  • Overview of Board Responsibilities
 * Individuals speak as individuals, not the board unless specifically authorized to do so
 * Only the following people are authorized to publicly represent LOPSA: Communications Chair, President

Officer Selection (Voting)


For each of these positions, we will solicit nomination (self nominations are acceptable). If there are contested positions each candidate will be given the opportunity to speak to why they feel they are a good fit for the role, and why they want to have that role.

President

 The President shall preside, or arrange for other Directors to preside, at all general meetings and at all meetings of the Board of   Directors. The President shall have general supervision over the affairs of the Association subject to the control of the Board of Directors. The  President shall perform such other duties as may from time to time be assigned to this office by the Board of Directors.


Vice-President

 The Vice-President shall perform all the duties of the President in the President's absence or at the Board's request and in so acting shall have all the responsibilities of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as may from time to time be assigned to this office by the Board of Directors or by the President.

Please see Agenda Item about the bylaws below

Secretary

 The Secretary is responsible for making sure that all meetings, decisions, etc are properly documented and available to membership.

Treasurer

 The treasurer is responsible for keeping the organization's financials in order. This includes managing and advising the board on cash flow. As well as ensuring that all financial records and filings are maintained and up to date.

Voting results - Officers appointed

President: George Beech

Vice-President: Andy Cowell

Secretary: Aleksey Tsalolikhin

Treasurer: Brian Globerman

Standing Reports

Treasurer's Report (Brian)

  • Glossary:
    • Revenue, income: They are the same
    • Gross vs net: Gross is before expenses, Net is after expenses have been reconciled
    • Profit/Loss: Profit and Loss is a type of report that summarizes income and expenses. It's ok to call it this even though we're a non-profit, it's just a standard type of financial report
    • Balance sheet (year over year comparison, through 9/28/2017)
  • Risk considerations for upcoming year:
    • LOPSA is currently financially sound but P/L is a concern
    • We seem to continue to have member retention challenges
    • Only a small number of sponsors, most who do not renew
    • CasitConf 2017 was a significant loss due to low attendance. Need to increase attendance even if this means paying for marketing and promotion
    • Fortunately, LOPSA EAST did not run in 2017 so did not incur significant loss as in 2016
  • 501(c)(3) Status
    • Revoked due to non-filing of IRS 990 forms for 2013-2016
    • Form submitted requesting reinstatement Sept 2017
    • 2013-2016 990 forms filed retroactively Sept 2017
    • Cost for reinstatement filing and professional accounting services ~$3650. Need to monitor IRS 990 filing status to prevent recurrence https://drive.google.com/open?id=0Bzg-MoaDNihzdjcwRGVOUklYa1k
    • Clothier Sayah & Willsey LLC can complete 2017 990 filing for us at cost of $1200

Membership Report (Steve)

Overall LOPSA membership continues to slowly decrease as it has for the past few years. The percentage of paid members continues to decrease relative to student members.

Memberships through LOPSA conference registrations are less of a factor than they used to be since LOPSA-East has not been held for two years and Cascadia IT Conference attendance has also decreased.

LOPSA Membership Annual summary for 2016-2017



Housekeeping

Regular board meeting changed from bi-weekly to monthly. We'll have two additional board meetings on the 10th and 24th of October in the run-up to LISA conference.

Strategic Planning: Session 1

Goals were set and plans made to achieve them (see https://governance.lopsa.org/Goals_and_Strategic_Plans)


George moved we ended the meeting at 5:00 P.M. Aleksey seconded.

End at 5:00 P.M. 30 Sep 2017



Face to Face 2017 Sunday Agenda


Day 2, 1 Oct 2017

The Chair, President George Beech, re-opened the meeting at 9:24 AM.

We had a quorum with 8 board members present:

- George Beech (President)
- Drew Adams (Vice-President)
- Brian Globerman (Treasurer)
- Aleksey Tsalolikhin (Secretary)
- Andy Cowell
- Danielle White
- Scott Suehle
- Steve VanDevender

Director absent:
- Thomas Uphill

Resolved:
1.  The LOPSA board will assist the Cascadia IT conference in acquiring
    2-4 additional local volunteers (who are not LOPSA Board members) to
    help with running the conference, and the LOPSA board will re-assess
    its involvement with CASITConf in 30 days.
    
2. Change to committees:

- Drop the Speakers Bureau for now,
- Combine "Education & Training" and "Mentorship" committees into: "Education, Training, and Mentorship" committee.
- Andy Cowell will lead the Education, Training and Mentorship committee.
- The Board charged the chair of the Education, Training and Mentorship committee to create the charter for the newly formed committee.

3. Another change to committees:
- Elevate the Locals commitee from ad-hoc to Standing.
- Drew Adams will chair the Locals committee. 
- Disband the following committees listed on http://governance.lopsa.org/LOPSA_Policies/Committees as they are unstaffed and effectively don't exist:
  - Development
  - Partnership & Liaison
  - Policy
  - Communications (We have a Marketing/Communications commitee now that does this)
  - Content Services


4. Change to the bylaws proposed by George was unanimously approved:

    I motion that we remove the position of secretary-treasurer from the by-laws of LOPSA. This position shall be replaced with two separate positions on the board with descriptions of their duties as shown below. Additionally, I move that we add a section to Article Seven(7) of the LOPSA bylaws titled "Option to combine Secretary and Treasurer Officers Duties" To read as follows: 

       Upon the agreement of the board through a normal motion tabled
       before the board before the  selection of officers. The board
       may decide to combine the duties of Secretary and Treasurer into
       a single officer's duties. This officer would have the Title of
       "Secretary-Treasurer" and be responsible for carrying out all
       duties as described for both positions.

5. Another change to the bylaws proposed by George was unanimously approved:

Amend article 6.2 of the bylaws from:

    The Annual Directors meeting shall be held within 90 days after
    each election, and at the approximate midpoint of the Current Board
    Term. The Officers of the Association shall be selected or confirmed
    at the Annual Directors Meeting.

to:

    The Annual Directors meeting shall be held within 90 days after each
    election. The Officers of the Association shall be selected at the
    Annual Directors Meeting.

6. We are going to offer Larry Allen Jr. the position of Community Manager at 5 hours/week (trial) to help with publishing the LOPSAGram.

 

 

Adjournment



Danielle Motioned for Adjournment
Brian Seconded
The Chair closed the meeting at 12:46 PM.