Board meeting Minutes/28 Jul 2014

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Prior:
14 Jul 2014 		Board meeting Minutes Next:
25 Aug 2014



Minutes approved: 25 Aug 2014


  • NOTICE to those on the line: All present agree to a temporary recording of this call to be be deleted no later than when the minutes are approved. Please speak up if you disagree with this and we will discuss it after roll call.
Unspecified
Move your name to Present or Apologies prior to the meeting!
Present
(Subject to verification) ? Dan Rich (chair), William Bilancio, John Boris, Matt Disney, Matt Simmons, Evan Pettrey, Ski Kacoroski,Martin Gehrke
Apologies
?

Guests; George Beech

Opened
8:02 PM Eastern Time
Closed
8:48 PM Eastern Time

Consent Agenda

Matt Simmons mentioned that when a person is up for office he was wondered if a person was up for office and at the Face to Face they speak on their direction as they see if elected we should enter that in the minutes. Both Bilancio and Rich stated that was all that is in the raw minutes. Matt asked if we recorded that meeting and we did not record it. The next meeting we will have a different stenographer and may have a recording. All minutes were approved without objection

Action Items

Board Members were reminded to look at their open tickets to review and update them.

Standing Reports

Treasurer's report (Pettrey/Disney)

  • BoA Account: $28,821.78
  • PayPal Account: $1,180.69
  • TDBank: $1,989.41
  • Total: $31,991.88
  • +/- from last meeting: -$975.74

To reiterate from last month, this info includes the check from PICC Inc. and the payoff of the AH debt.

Membership report (Simmons)

  • Previous Month:
    • New: 19 (8 students)
    • Renew: 3 (1 students)
    • Lapsed: 18
  • Month to Date:
    • New: 34 (17 students) (11 from SysAdmin Appreciation Day)
    • Renew: 4 (0 students)
    • Lapsed: 57
  • Total: 875 (751 paying)

Matt Simmons highlighted that the Total number of member. The member totals includes those in a Grace period. Which next meeting's numbers may be lower. Rich asked if there were any numbers of sign ups for Sysadmin Day discounts. Simmons stated he did not have any numbers but would look into that. Simmons later reported we had 11 sign ups over the Sysadmin Day Weekend

Conference/events activities report (Bilancio)

No new news.

Local Chapter Committee report (Gehrke)

Nothing from the past month. Gehrke reiterated he would be resigning from Locals as of the Face to Face.

Development report (Kacoroski)

No report

Communications (LOPSAGram, #lopsa-live, etc) (Simmons/Kacoroski)

Kacoroski reported he was working on the LOPSAGram. Simmons noted we missed getting something up on the Website for Sysadmin day but did tweet out about the discount. Rich asked to hold off sending out the LOPSAGram until after the Face to Face. Simmons and Kacoroski agreed.

Project Management report (Rich)

No report until after the annual face-to-face board meeting.

Liaison reports (LC, etc.)

Technical Services Report (Bilancio)

Bilancio spoke with Chen Wilson about our discussions of projects that would be discussed at the Face to Face. Chen Wilson is waiting to hear from us as to what needs to be done. Chen Wilson feels that the new Drupal Theme is not the TSC's responsibility. they will load it when it is complete. Rich agreed but stated the TSC should work closely with the developer on the theme. Chen Wilson has a few volunteers waiting to start and will have reports for our meeting. Disney asked if we could charge the TSC to do something. Rich stated we can charge any committee a task but as we stated prior it is the Communications committee responsibility to work on the Drupal Theme. Simmons stated he was not aware of that charge (work on the theme). Discussion on this matter was moved to the Face to Face agenda. Kacoroski asked for the contact info for the person who designed our original theme. Kacoroski asked for a conference call to with the Drupal worker. Bilancio explained that is something the TSC is looking for (Drupal worker) and once that is finalized the Communications committee will be notified.

Mentorship Report (Boris)

No report. No meeting last week. I am continuing working on the Policy/Charter for the Program. Bilancio asked if we already had a Policy/Charter on the Mentorship. Boris explained he could not find any and if anyone can find one he would gladly accept a link to it.

LOPSA Professional Recognition (Simmons)

No report.

Leadership Committee (Kacoroski)

Kacoroski reported Mario has resigned as LC. Warner has agreed to be the new Leadership Chair (LC). Appointment of Warner was tabled until the Face to Face. Simmons asked if Warner was waiting for any clarification from us? Kacoroski stated he would tell Warner the appointment will be voted on at the Face to face.

Report on seeking a lawyer for subsidiary spinoff (Simmons)

Found a lawyer who may be interested in having us as their client for our purposes. Tom Earp, of Earpcohn.com Quoted rates at $400/hr, with work done by his associate Chi Chung at $230/hr. He found our proposed issues "new and interesting".

He has emailed me back: 

    I spoke to Chi Chung.  We are definitely interested in 
    representing LOPSA.  My hourly rate is $400;
    hers is $230.  As a matter of law firm practice, we always 
    ask new clients for a retainer, and here I would ask $2,500.  
    
    Tom
    
    Thomas L. Earp
    Earp Cohn P.C.
    20 Brace Road, 4th Floor
    Cherry Hill, NJ 08034
    (856) 354-7700
    (856) 354-0766 Fax
    tlearp@earpcohn.com

I would like to discuss this, and if the Board finds it agreeable, I would like to move that we contract with Tom Earp and associate for legal services on retainer for $2,500. Simmons stated he never heard back from the Attorneys used during the formation of LOPSA. Both Rich and Bilancio stated we probably would not hear back from them as we did not hire them. Rich asked if Mr. Earp came back with some type of figure as an approximate cost to do this? Simmons did not know and his retainer covered him and his assistant. Rich asked that this is a question we should ask before we sign on and find out it will cost us $25,000+. Simmons agreed but asked if we could cap the agreeable amount to twice the retainer fee ($2 x $2,500)and after that we would have to renegotiate. Simmons stated he (Mr. Earp) stated what we are trying to do is not out of the ordinary for a Non-Profit, but is something he has not done on a regular basis. Both Mr. Earp and his associate are researching our case and will be getting back to Simmons. Rich reiterated that he (MR. Earp) should be able to get back to us with an estimate as this is his area. Bilancio asked if we have the money to do this but should this wait for the Face to Face. Rich stated waiting for the Face to Face will give the attorney time to get to us. Kacoroski feels it is a good idea and we should have an idea what we are signing off for before we actually sign off. Simmons asked then how should he provide. Bilancio and Kacoroski stated the attorney has to come back to us with an estimate and then we can sign off with a +/- dollar amount above the estimate. Simmons worries if we give him a number and he comes back with a number too high. What should he do. The consensus of the board is that this is the way we should proceed but it is a budgetary issue and we have to be sure of the cost. Simmons also stated this attorney is suitable to answer our questions on 501(3)c or (c)6 status. Simmons will ask if the IRS status be included into the retainer figures. Rich questioned if the lawyers fee is one thing we will eventually bill back to the new subsidiary. This is a question that may be needed to handle by a lawyer. Bilancio felt the initial outlay would be on LOPSA and then after the spinoff the subsidiary would be billed. Simmons stated the original outlay expected to handle the spinoff would be $10,000 and this cost should come out of that $10,000. Pettrey asked if the prices were in line and Simmons stated it looks like it is line with the numbers he found in the minutes from AH. Rich felt that the money for the (c)3/(c)6 should be separate. When the attorney comes back with the estimate we can then move on the amounts. Rich stated he found some info why the organization is 501(c)3 and not a 501(c)6. It was based where USENIX might be in jeopardy of losing their 501(c)3 status and since the initial feel of the formers of LOPSA was that we would be an educational organization. Pettrey asked if the lawyer comes back and states we operate more as a 501(c)6 than a 501(c)3 what would we do? That was a question the board really could not answer without legal guidance and what comes out of the Face to Face discussion. Disney asked Pettrey about his question on the 501(c3) status and Rich asked Disney to read the minutes from last meeting and the board emails. The discussion this was moved off line.

Conference Business Interim (Simmons)

Time is running out to spin off for Cascadia and LOPSA-East. What do we want to do for the immediate needs such as hotel contracts, etc? Simmons questioned his name and Credit Card is on record at The Deca for Cascadia. He is not comfortable with that and would like to know how we are going to handle this and provide support for the Locals for this. Disney asked for the scope of Risk for the conferences. Simmons explained the guarantees that are needed for the Hotel to hold the space. Bilancio explained that the Deca contract does not require an money only guaranteed rooms. If we don't hit the room number we get hit a penalty. The LOPSA-East conference is different as most of the attendees are local and that contract needs to be reviewed closely. Boris asked about a cancellation date with the contract. Simmons and Bilancio stated there is a cancellation policy. Boris stated this is a question for the lawyer so we don't ask our members to put their personal finances at risk. Rich asked Simmons for the cancellation policies and then we would look for ways to put LOPSA as the holder not Simmons. Simmons will send the contract and cancellation polices for Cascadia and what he has for LOPSA-East to the board.

As an aside Rich mentioned we will have to change away from Square as Credit Card usage are changing. Pettrey mentioned a company that is a low cost alternative. Pettrey recommended looking at this company. (Note to anyone reading this toi add the link to this)


New Business

No new business

Notes/announcements

Gehrke asked for the start time for the Face to Face. Bilancio stated the meeting will be at 9 AM on Saturday.

Adjournment

Motion for adjournment Ski Seconded by John No opposed Rich thanked Pettrey and Gehrke for their time on the board and invited both to attend the Saturday meeting.

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