USENIX Board Resolutions
USENIX Board Resolutions Pertaining to SAGE as a Separate Association
USENIX Board Meeting: 2004-06-27
Preamble (my highlight)
McKusick reported he has been in communication and discussion regarding the future of SAGE with Hall (SAGE liaison), Halprin (SAGE President and incoming Board member), and most of the Board and USENIX management. He stated that the proposal is a memorandum of understanding that will be fully ironed out and reviewed by an attorney as it progresses. McKusick would like to get a consensus of the Board now on how they would like to move forward.
McKusick moved and was seconded by Honeyman to vote on the following motion on the future direction of SAGE:
USENIX set out over 14 years ago, to create a special technical group for system administrators. USENIX continues to want to serve sysadmins. The current system, however, does not seem to be working. While the costs are down (SAGE almost breaks even), progress is slow. Worse, Kolstad does not want to continue working in the current milieu.
The challenge is then how do we continue to serve sys admins while changing the environment to a successful one? USENIX will to continue the services to system administrators which they deliver well including the LISA conference, ;login: magazine (which includes a lot of sys admin content), the salary survey, SAGE booklets, and the sage-members mailing list. Building a much larger member-driven organization would require a significant restructuring of USENIXs business processes and probably needs to be done within a wholly different organizational structure than USENIX and its STG model.
Therefore, let it be resolved by the USENIX board of directors that the SAGE Special Technical Group (SAGE STG) will be dissolved effective June 30, 2004. USENIX will continue to send renewal notices to and collect dues from SAGE members and will continue run the LISA conference, provide system administration content in ;login:, and provide SAGE-related services including the salary survey, updates to booklets, and the sage-members mailing list. The existing SAGE exec will serve out their current terms, but there will be no elections held to empanel a new executive committee. During this wind-down phase of the SAGE exec, their primary role will be to determine whether to pursue option (2) and if so to initiate appropriate actions.
Option (1): USENIX will continue to offer a SAGE membership and provide the system administration program as an essential part of the USENIX activities. Existing programs and services would be folded back into USENIX to be governed by the USENIX Board, and Kolstad might agree to be an employee of USENIX with the responsibility to run that part of the program. In any event, this option will start upon the dissolution of the SAGE STG and be followed until at least June 30, 2005 to keep SAGE as a viable entity to transfer to a new organization if one is set up under option (2).
Option (2): Separate SAGE from USENIX and allow it to go its own way under the SAGE name. This agreement will be formalized as it progresses. This process will be broken into three steps:
Step (1): Start-up legal expenses of up to $10,000 associated with setting up a not-for- profit organization will be reimbursed (with appropriate receipts). The SAGE organizers will have until June 30, 2005 to demonstrate that they have:
- set up a legal 501(c)(3) non-profit corporation with purposes and rules consistent with the present SAGE STG.
- applied to the IRS for non-profit status.
- established an initial board of directors.
- established a bank account and resources to manage organization finances.
Step (2): Upon SAGE meeting the requirements of step 1, USENIX will:
- grant rights to use the SAGE name.
- pass control of the web site to the new organization (including DNS and hardware, staggered for continuity of service).
- provide SAGE-related mailing lists.
- grant non-exclusive rights to the archive of SAGE publications.
- provide the SAGE organization the information USENIX has in its database on SAGE members.
- transfer the pro-rated remainder of the dues paid by current SAGE members.
- enter into the LISA Conference Agreement (below) for the period of this step.
- transfer the SAGE share of income from the 2004 LISA computed using the current terms, i.e., 20% of the net of LISA.
- transfer the pro-rated remainder of the 2003 LISA income if this step occurs before the end of 2004
Step (3): At least six months and not more than twelve months after step 2, the SAGE organization will present a status report to USENIX which must at a minimum show that they:
- have completed elections for the board of directors.
- have an active application with the IRS for tax-exempt status.
- include a balanced budget with a 2-year horizon.
- are fulfilling their obligations under the LISA Conference Agreement.
- are showing a positive membership growth over the number of members that they initially received from USENIX, using a sustained rolling average over the previous six months.
Upon delivery of a report meeting these requirements, USENIX will:
- transfer rights to the SAGE name.
- renew their participation in the LISA Conference Agreement for an additional year
- agree to share income from the 2005 LISA along the current terms, i.e., 20% of the net of LISA.
After the first two terms outlined in steps 2 and 3, the LISA Conference Agreement and revenue sharing shall be subject to annual review and renewal by the USENIX and SAGE organizations. The LISA Conference Agreement may not be transferred. Should SAGE become insolvent or should SAGE fail to complete the three steps within the given time frames, SAGE will provide to USENIX escrow rights on all services, and transfer to USENIX any moneys and assets of SAGE remaining after any termination debts have been satisfied.
LISA Conference Agreement
- USENIX will list SAGE as a co-sponsor of the LISA event, with all publications and advertisements listing SAGE in equal prominence to the 2002 LISA conference materials.
- USENIX will provide 10 complimentary conference registrations and one room for the period of the conference to the SAGE organization to be used at their discretion.
- USENIX will provide booth space for SAGE, a room for a SAGE BOF (advertised on the conference schedule), and a room for a SAGE board meeting.
- USENIX will provide a SAGE membership check-off box on its registration materials and distribute any dues collected within 60 days after the conference.
- USENIX will include a SAGE flyer (artwork to be provided by SAGE) in the registration kits.
- USENIX will provide space in the conference opening remarks for the SAGE President (or their delegate) to welcome attendees, and to award annual SAGE prizes.
- SAGE will promote LISA as its primary annual conference.
- SAGE will promote LISA to its membership and as part of its annual marketing efforts.
- SAGE will solicit volunteers for the program committee and related functions to assist USENIX with the preparation and delivery of the event.
- SAGE will solicit its membership for tutorial presenters and paper submissions for all tracks of the conference.
- SAGE will not hold any conference that conflicts with LISA. This is defined as a conference that falls within the time period of sixty days before or after LISA.
In the event that SAGE sponsors their own conference, they agree to provide the following:
- 10 complimentary conference registrations and one room for the period of the conference to the USENIX organization to be used at their discretion.
- booth space for USENIX.
- a USENIX flyer (artwork to be provided by USENIX) in the registration kits.
- a USENIX membership check-off box on its registration materials and distribution of any dues collected within 60 days after the conference.
Passed: In favor: 6; absent: 2 (Gilmore, Rubin).
USENIX Board Meeting: 2004-11-16
McKusick moved, was seconded by Cole, and Jones amended the motion, that there is a sense of the Board that the requirements of the SAGE transition Step 1, pending verification of documentation, have been completed. The Board will begin implementing Step 2, and the transfer of assets will commence, subject to appropriate formal agreements being approved by the Board.
Passed: in favor: 7; abstain: 1 (Halprin)