Board meeting Minutes/9 January 2006

From GovernanceWiki
Jump to: navigation, search


Prior:
4 January 2006
Board meeting Minutes Next:
16 January 2006



Minutes approved: 16 January 2006

Redactions below were approved by the Board.

Present
Tom Perrine (chair), Trey Harris, Doug Hughes, Andrew Hume, Chris Palmer, David Parter, Stephen Potter, Pat Wilson (note taker), Sam Albrecht
Apologies
Matthew Barrr
Opened
20:04 Eastern Time
Closed
21:13 Eastern Time

Consent Agenda

Consent Agenda approved

Action Items

Board Committees

  • Development Committee (Wilson/Potter)
    • Potter, Wilson - Draft more rigorous sponsorship policy (including definitions) - in progress
    • Potter - Contact {name redacted; remove name of potential sponsor until finalized} sponsor identified at LISA regarding possible corporate sponsorship - mail sent; no reply yet
    • Wilson - Work on a proposal for {Name redacted; business sensitivity} - no action
  • Partnership and Liason Committee (Perrine)
    • Perrine- Write another note to the Advisory Council as soon as biz plan first draft complete - on hold pending biz plan
  • Leadership Committee (Greg Rose)
  • Policy Committee (Harris)
    • Harris - Draft appropriate policy (set of policies) for the tech team data access and non-disclosure - see below for NDA policy
    • Perrine, Wilson - Draft a business plan for LOPSA (Does this belong here? If not, then where?)
  • Communications Committee
    • report from Palmer: January memo to members is ready pending last minute additions/corrections
    • updated the web site 'About' page with wording about the benefits of joining
    • Palmer -- Fix the problem with the postcard - on hold pending JD's return
  • Membership Committee
    • Harris, Albrecht - membership kit - in progress
    • Harris - draft "welcome email" for new members - in progress
    • Parter - send "welcome email" to new members: waiting for text from Harris
    • Solanki, Parter - Get membership roll in order: updated current membership data. see report below
    • Hume - Contact the individuals who had expressed interest in a life membership and try to sell multi-year instead (is this overcome by events?) - email sent; no reply

Program Committees

  • Awards Committee (Hughes)

This can be removed from the standing committee reports as is only active a few months of the year

  • Conference Planning Committee (Wilson/Perrine)
    • Barr, Perrine, Wilson - Review charter for Conference Committee and propose a structure to address issues related to participating in conferences and trade shows, includng setting criteria for participating, goals. base budgets, etc. - in progress
  • Locals Committee (Parter)

Parter reports some action on local groups. Wilson has sent t-shirts to several groups which requested them. BayLISA is wondering whether we want to sponsor some of their events.

  • Technical (Online) Services (Hughes/Parter)
    • Barr, Hughes - Move the remaining sage-members.org mailing lists (including the Advisory Council) to lopsa.org - Advisory Council is only list remaining to be moved. Will happen as soon as the list info is moved to lopsa1/2 from offsite. - no action
    • Albrecht, Hughes - extend member database (expected first look 8 Jan) - in progress
    • Parter - add verisign credit card processing: in progress
    • Hume - "verify" paypal account - in progresss
  • Content Services Committee (Palmer/Potter)
    • Palmer, Potter - Contact other LISA '05 content contributors with hosting offer - no action
    • Palmer, Potter - Draft charge for committee - see below

Non-Committee

(We have references to a Publications Committee and a Transition Committee, but it does not appear that we ever created them...) The Transition Committee was disbanded.

  • Financial (not a Committee, should it be?)
    • Albrecht, Hume, Parter - Work on integrating databases and financial procedures - no action
    • Albrecht - Looking into getting a LOPSA Corporate AMEX
      • probably isn't necessary - AH has a corporate card that can be used
  • Hume:
    • Review minutes and provide a list of redactions pertaining to SAGECom that may now be restored - no action

Standing Report

  • Treasurer's report

Have cut check to re-imburse Lorrette Cheswick for startup expenses she paid

ACTION ITEM: Hume to contact Usenix regarding how much of the $10000 allocated to the spinoff startup remains.

  • Membership report
    • online accounts updated per 1/6/06 spreadsheet:
237 online members (includes the complementary memberships for bitpusher)
 35 paid memberships with no matching online account
---
272 total memberships

 13 "cod" memberships pending (waiting for a check to be sent to the  office)
    some are a bit old, need to contact them
  5 paypal memberships pending (waiting for paypal or for an e-check to  clear)
    I sent mail to the older pending paypal payments to fix them
---
 18 pending memberships

Sorry, I don't have a breakdown of membership types. Most are charter.
    • Wilson reports that at least 10 of the new memberships are a result of the LinkedIn group
    • all of the credit card slips from LISA have now been processed.
  • Online report
    • verisign payflowpro (credit card) SDK tested on lopsa-01 (it runs). Working with tech-team volunteer (Matt Okeson-Harlow is primary) to implement with drupal (expect it this week). Will need LOPSA verisign account information (currently using my test account) (dparter)
    • tech-team continues work to put everything under subversion revision control
    • Mailing list subscriptions:
Discuss has 331 members
Announce has 314 members
Tech is 320
    • Online accounts: 434 (some are duplicates, of course)

Tech Team Policies

MOTION by Harris, seconded by Hughes to adopt the NDA policy as written. Motion passes.


Approved text: Nondisclosure agreements policy

Purpose and scope
LOPSA must occasionally deal with proprietary, confidential, and business-sensitive information in order to further its mission. From time to time, LOPSA may need to share such information with volunteers or third parties. To ensure organizational security and member privacy in such cases, LOPSA shall make use of nondisclosure agreement.

This policy shall pertain to all cases when LOPSA or its agents extend a nondisclosure agreement to another party. This policy does not pertain to cases in which LOPSA may enter into a nondisclosure agreement extended by another party.

Standard form
LOPSA shall adopt a standard form of nondisclosure agreement (the NDA) and shall make it available to Directors, staff, and others authorized to obtain an NDA. Deviations from the standard form shall not be allowed without Board approval, except to limit the scope of information to be disclosed.

Authority
Any Director, the Executive Director, or other person authorized by the Board to obtain NDA's (agent for the purpose of this policy), may, in furtherance of his or her duties, obtain an NDA from a third party prior to disclosing sensitive information. In such circumstances, the NDA shall be filed with the LOPSA office, and the agent shall inform the Board about the agreement and the intended use of the agreement.

Filing
All NDA's obtained shall be filed with the LOPSA office. A list of NDA's obtained shall be maintained by the Executive Director, and that list shall be made available to all officers on request. Any agent may inquire as to whether the office has received an NDA the agent has obtained, or whether someone to whom the agent wishes to extend an NDA has one already on file.

Obligatory nondisclosure
Individuals shall be required to agree to the NDA before beginning work for LOPSA in the following capacities:

  • Members of the Board of Directors;
  • The Executive Director and other board-level staff;
  • Any agent authorized by the Board to extend NDA's to others; and
  • Volunteer board-level staff.

Individuals, including staff, contractors, and volunteers, shall be required to agree to the NDA prior to gaining access to or receiving sensitive information, including:

  • The member roster or other non-public information LOPSA may maintain about members;
  • Unpublished financial records held by the organization;
  • Business-sensitive information about negotiations not yet publicly announced;
  • Information relating to organizational elections in progress, such as running vote counts or elections software;
  • Unannounced details of forthcoming products, services, marketing campaigns, or communications;
  • Any information which the Board or any Board member has marked as sensitive or only for dissemination under NDA;
  • Any information governed by any privacy policy the Board may choose to adopt; and
  • Superuser or administrative access to computers, databases, or software systems which enable access to any of the above.

Disclosure to professionals
The President, Executive Director, or Board may share sensitive information with a professional hired or under contract to the organization who is bound to confidentiality by law or by the ethics of his or her profession (for example, lawyers, accountants, or auditors). In such cases, agreement to the NDA may be waived, but such waiver shall be communicated to the Board and to anyone else subject to the NDA who may work with such a professional. Such waiver shall only be used for those in a professional relationship with LOPSA; in no case shall a volunteer, whatever his or her capacity or profession, be given sensitive information without agreeing to the NDA.


Code of Ethics

Discussion of Code of Ethics, USENIX/SAGE and LOPSA relationship, ownership of CoE intellectual property.

MOTION by Palmer to allow the use of the LOPSA logo on the Code of Ethics distributed by USENIX. Seconded by Potter. Motion passes.

ACTION ITEM: Potter to update the Code of Ethics Review committee charge.

Approval of Editor Charge (Palmer)

I've turned what Stephen and I talked about over LISA into a formal charge. Discuss and possbily approve this so we can start recruiting people with a clearer idea of what we want to do.

MOTION by Palmer, seconded by Hume to accept the Editorial Charge as written. Passes


LOPSA is looking for volunteer online content editors to manage our website. These positions can have multiple volunteers.

The LOPSA Content Committee

The LOPSA Content Committee is charged with overseeing any program-driven publications of LOPSA. At this time, the major charge of the Content Committee is the program driven portions of the LOSPA website (the Board driven portions are the responsibility of the Communications Commitee.)

The chairs of the content committee are Stephen Potter and Chris Palmer; the Editors in Chief of publication groups also will sit on this committee.

Web Editors in Chief

These editors would be members of the LOPSA Content Committee. They help set the direction of the website, and solicit content that would be suitable for the LOPSA website. Their primary role is to have final approval for content that would appear on the website.

Web Area Editors

Area editors would solicit content in their area, writing some and asking for volunteer writers for others. They would proof and send any content in their area to an editor-in-chief for final approval.

Current areas are Reviews (technical and book reviews both) and News. Volunteers interested in creating a new area of content are welcome, and can work with the Content Committee to form new areas.


Membership Drive (Perrine)

Quick brainstorming about ideas for a membership drive; more discussion scheduled for the 16 January call. Some suggestions:

  • solicit the lurkers (non-paid members) on the mailing lists and web site
  • perhaps "each one bring one" appeal to the members, perhaps with awards for folks who bring in the most new members in a given time period
  • each Board member should come up with a reasonable estimate of achievable membership number goals

There will be a wiki page created for more brainstorming.

Bitpusher invoice

Bitpusher wants to know who they should invoice and by what means for the ~$180/mo in hosting.

ACTION ITEM: Albrecht to contact BitPusher with invoicing information

New Business

IRS question (Hume)

Yes, indeed, the IRS really did say it would be another 4 months until someone might be assigned to review the LOPSA 501(c)3 application.

Budget for local groups

There's $1000 in the 2006 budget for local groups - this may be adequate, and will be revisited should there be signs that it might not be.

SPLUNK

Our logo is now on their web site. We'll publicize the event in the January Memo to Members.

New action item format (Harris)

Keep with the next format for one more meeting, adding an "individual" section so that other things have a place to live.


Adjournment

MOTION to adjourn by Hughes, seconded by Potter. Passes Adjoured at 21:13 EST