Interim Board meeting Minutes/20 August 2004

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:

• Get $3000 for expenses (within 2 weeks).
• Geoff will liaise with Mike Jones. (Action Point #20040820.01)

• 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.

• Draft of AoI/Bylaws issued by Monday. (Action Point #20040820.02)
• Feedback within 3 days. (Action Point #20040820.03)

Operations Infrastructure

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

• Geoff to chase IAAMC for status. (Action Point #20040820.04)

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

• Geoff to draw up master plan and circulate by end of weekend. (Action Point #20040820.06)

• 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.

• Trey to issue reference to alternate parliamentary rules (to Roberts Rules). (Action Point #20040820.08)

Meeting closed.