Interim Board meeting Minutes/20 August 2004

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Comment

This website is not affiliated with SAGE or the USENIX Association. The use of the term "SAGE" below is historical, and refers either to the SAGE subgroup of USENIX, or to a precursor of the organization now called LOPSA.


Prior:
2 August 2004
Interim Board meeting Minutes Next:
17 September 2004


Minutes approved: 17 September 2004

This document is a board working paper, and commercial in confidence.

Present
Geoff Halprin, Lorette Cheswick, David Parter, Trey Harris
Meeting
2004-08-20 1900 US/East
Opened
19:00
Closed
20:16

Legal Infrastructure

  • Talked to CPA and Attorney who specialise in NP law.
  • Only one firm seems to do NP as functioning business.
  • Only one willing to take on work.
  • Seems to be sufficiently skilled/experienced.
  • Retainer of $1000. HeroldHaines. Joseph Lemond.
  • $1000 would get us a number of things:
  • Filing NP incorporation papers in NJ. Both federal (IRS) and state (Tax) filing.
  • State filing for non-profit status (tax). (This is separate from the previous two, but I missed the specifics.)
Lorette: could you clarify the wording here?
  • Registration of NP with IRS (form 1023).
  • Lawyer wants $1500 to fill this form in.
  • CPA says we could do this ourselves.
  • Long form. Not complex though.
  • Lawyer ammenable to us doing it. (He would check.)
  • $400 to lodge incorporation papers.
  • Lawyer to review separation of assets agreement.
  • There exists an NJ org to provide support for filing forms.
  • Lorette is in contact with them.
  • Geoff:
  • Agree with us filling out forms (to save money).
  • But we need to get them checked by lawyer before filing.
  • Money in chequing account:
  • Need permission for letter of commitment.
  • Motion: Authorise Lorette to send letter of commitment to lawyers. (once we have written confirmation of funds from USENIX.)
  • David: Need minute/money from USENIX.
  • M: DP. S: LC. Vote: DP, LC, GH, TH.
  • Articles of Incorporation
  • Lorette: Read the 3 docs provided by Geoff (USENIX, SAGE, SAGE-AU)
  • Two areas: revision of bylaws, election and removal of officers
  • Topic: Revision of bylaws
  • Lorette suggests: Bylaws amendable by majority of board present at board meeting (where meeting has due notice).
  • Geoff:
  • Question: allow members to revoke/bind the board?
  • Discussion on this point.
  • AOI will not provide for members to directly affect bylaws.
  • Bylaws set by majority of board (with due meeting notice).
  • Topic: Removal of director (for cause):
  • Process must be defined in bylaws.
  • Methods: 2/3 of board; Membership special motion.
  • Lorette: Follow Roberts Rules for removal of directors.

Operations Infrastructure

  • RFC issued. Questions from SB.
  • SB want to meet someone.


Computing Infrastructure

  • Little response to David's post.
  • David will start to recruit now.
  • Geoff: two different projects:
  • Day 0: Migrate existing services (and membership).
  • Service wishlist.


Not on Agenda

  • Business Plan
  • Geoff to draw up skeleton and plan for completion, issue by next week. (Action Point #20040820.05)
  • David: As short as practical.
  • Project Plan
  • Lorette:
  • LISA: place to develop interest and forward thinking.
  • Need plan for LISA activities (orthogonal to project plan.)
  • LISA is deadline for introducing activities (to m/ship).
  • Salary Survey
  • Just issued by Rob. No SAGE Exec/Committee consulted. Month late.
  • We need to review and suggest sound bites for press releases.
  • All: Review survey. (advisory council) -- soundbites. (Action Point #20040820.07)
  • David: Need web site first.
  • Geoff: Need to not keep using lack of website as excuse; that has burned us for the past 2 years.

Meeting closed.