Board meeting Minutes/30 Jun 2014

Prior: 2 Jun 2014

Board meeting Minutes

Next: 14 Jul 2014

Minutes approved: 28 Jul 2014

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, Ski Kacoroski, Martin Gehrke

Apologies

Evan Pettrey

Guests

George Beech

Opened

8:02 PM Eastern Time

Closed

9:05 PM Eastern Time

Consent Agenda

• Approve minutes of 2 Jun 2014 Approved without objection
• Approve minutes of 5 May 2014 Approved without objection

Action Items

Board members are reminded to review RT for tickets. Rich suggested that at the Face to Face meeting we should have someone review RT for Open tickets. Simmons volunteered to do this until we find someone to take this over.

Standing Reports

Due to a large Agenda item Rich asked if there were any additions to the reports currently in the Agenda. There weren't any additions to the written reports.

Treasurer's report (Disney)

• BoA Account: $21,239.59
• PayPal Account: $478.72
• TDBank: $1,989.33
• Total: $23,707.64
• +/- from last meeting: -$8,517.87

Membership report (Simmons)

• Previous Month:
  • New: 74 (9 students)
  • Renew: 7 (0 students)
  • Lapsed: 68
• Month to Date:
  • New: 11 (8 students)
  • Renew: 2 (0 students)
  • Lapsed: 17
• Total: 851 (743 paying)

Conference/events activities report (Bilancio)

Boris manned a table at the USENIX Federated Conference Week on the day of the WiAC summit. Found out that the two days following his attendance had a system administrator track so it would have been better to be there more than one day. If he had known that in advance he might have been able to do two days there.

Rebecca Rawlings and Theresa Arzadon-Labajo helped staff the table for the day. Spoke with Meg Green for quite a bit at the table. Boris explained how we did not get many respondents vieing for our WiAC scholarship. She pointed him toward the Grace Hopper Conference and Anita Borg Institute for future places to venture for announcing the scholarship as well as a mailing list for women sysadmins

Based on Boris's attendance and the actual cost for this portion of that week he thinks we can have more scholarships for this. Going forward we should work with USENIX for a discount code to give our winners to discount their registration as it is under $200. We budget $1,500 for this and we could easily have two awardees and even more if they are local to the conference.

It is a small summit meeting held in one room. It would also help our diversity move to get on the docket for this and speak to the group.

Local Chapter Committee report (Gehrke)

Things have been quiet. He sent the Local Chapter Starter Packet to Athanasios Kostopoulos who is interested in starting a chapter in Germany. I have no heard back after the initial inquiry.

Development report (Kacoroski)

Worked with CA to get mailing out to members and posted notes to our social media sites. Some member push back on the mailing, but Simmons did a great job explaining it to the members. Overall it seemed to go well.

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

Set out request for LOPSAgram content.

Project Management report (Rich)

No report

Liaison reports (LC, etc.)

Technical Services Report (Bilancio)

No Report

Mentorship Report (Boris)

The Mentorship Core Team is working through automation changes to handle the change that Protégés must be members. Boris gave a short talk about the program at the WiAC summit.

LOPSA Professional Recognition (Simmons)

No report

Leadership Committee (Kacoroski)

Working with Mario Obejas to pick a new committee chair. Once that is done I can work with them to determine the direction of the committee.

SESA Journal... (Kacoroski)

Kyrre Begnum and Charles Border started a system admin educators summit last year and are now started a journal. They would like LOPSA's participation. Ideas are leveraging the mentorship program, reviews of degrees, co-op broker, etc. I plan to work with him on this and was wondering what other folks think about it. Kacoroski asked the board if they would like to be part of this venture to get back to him. Simmons explained that along with the Summitt they are going to create a journal and he feels it is a worthwhile venture for LOPSA to take part in it.

SysAdmin Day (Rich)

System Administrator Appreciation Day is just over a month away.

• There was discussion on the amount of discount to give for membership. Kacoroski recommended we discount membership to $40 and if they refer someone we would discount that membership further to $35. The issue is tracking this in CiVi.
• Rich wants to plan better for Sysadmin day for the following year so we can do more than just offer discount memberships. The consensus of the board that was a good idea. Rich stated he would put a place holder for sysadmin day on the agenda.

LOPSA Conferences Operations Future (Simmons)

PICC is shutting down. There has been discussion on the Board e-mail list about how we want to address this. Simmons has been researching our options, he will present his findings and the Board will discuss our next steps and desired direction.

Simmons gave an explanation of PICC Inc.:

• PICC would run the conferences
• Locals would be responsible for the content
• PICC/LOPSA-East and Cascadia IT were run by PICC

Simmons presented that LOPSA can have a subsidiary take over what PICC did.

• It will have its own Board of Directors
• It will have a standard corporation structure
• LOPSA would be the sole shareholder
• All Directors of the Subsidiary would be elected by LOPSA
• The by-laws could not be changed without the approval of LOPSA
• LOPSA would not have day to day management "Pierce the Corporate Veil", this allows transparency
• All books open to LOPSA with regular reporting to the LOPSA Board
• It costs approximately $90,000 to run LOPSA-East and Cascadia-IT which is much more than LOPSA can afford.
• The Subsidiary will not be bound by the Non Profit rules that LOPSA is bound by.
• It will shield LOPSA from losing its Non-Profit status
• Due to the amount of overhead to run a Non-Profit this Subsidiary would be better run as a For-Profit.
• It would be able to make quicker decisions and have more flexibility
• IRS allows Non-Profits to have For-Profit Subsidiaries (Museum Gift Shops for example)
• The Subsidiary would be able to raise money(for example through advertising) and then transfer the profits of that to LOPSA
• LOPSA will not be taxed but the Subsidiary will be taxed on the dividends paid to LOPSA
• The Locals would still run the content and structure of the conferences while the Subsidiary would handle the Hotel, Sponsors, speakers contracts etc.
• LOPSA needs to vote to form this Subsidiary and this will be done later.
• LOPSA needs to:
  • finance this with a seed money of $10,000
  • Register the Subsidiary
  • Get Corporate Kits, Web Sites but these can't be LOPSA items
  • Get a Lawyer who specializes in Non Profit to advise and direct the procedure
• There will be 3 Directors who will get no salary but get $250 for each meeting which would come to $3,000 per year.

Kacoroski asked about the difference between payment to LOPSA as opposed to a Dividend to LOPSA. If it were a payment to LOPSA then that would not be taxable? This would have to be discussed with the Lawyer but it does seem reasonable. Simmons said he would check on this.

Boris asked what does the Local get out of the conference since he could never figure out what the Locals gain from holding the conference. Simmons said that the Local's goal was to strengthen the community and not make money. There would have to be a structure change for the Locals to gain any money from the conferences. One plus would be for example if the Local wanted to run a Sysadmin Day event the Subsidiary could be the arm to provide them funds for the event. Bilancio further explained that any profits PICC received were used to fund the next year's conference.

Bilancio gave a further explanation on how things started. AH ran the first conferences and he explained how he and others were approached to run a conference.

Bilancio gave a deeper explanation of what is done to run a conference and what this Subsidiary is formed.

Disney likes the idea and feels we should do it. He agreed with getting advisement from a lawyer and also getting an accountant and auditor. These would also help us get better in line to be able to apply for grants in the future as we would show better fiscal responsibility. He felt we should entertain a motion to get legal consultation on this matter.

Rich Stated:

• Handling money for Locals may be in our future based on email discussions we have had.
• We should approach the membership issue where the Subsidiary is a reseller of our memberships.
• He asked if Simmons looked into how dividends would be calculated
  • Simmons was not sure but it would be an item discussed with the legal counsel.
• A review of the tax implications with money transfers and other money transfers is needed by the legal counsel

Rich stated he would contact Trey Harris and Philip Kizer about the legal counsel. Rich also stated that who ever was going to become treasurer will have to know there will be more work then now.

Simmons stated that the Subsidiary should not share resources unless the resource is paid for.

New Business

No new business

Notes/announcements

No announcements

Adjournment

The tape stopped recording abruptly so there is no record of the motion for adjournment and the second.