Board meeting Minutes/8 August 2005

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Prior: 4 August 2005

Board meeting Minutes

Next: 15 August 2005

Minutes approved: 15 August 2005

Present

Tom Perrine (chair), Doug Hughes, David Parter, Steve Potter, Trey Harris, Chris Palmer, Andrew Hume, Stacey Schmidt, Sam Albrecht (note taker)

Apologies

Geoff Halprin (in transit), Pat Wilson (in transit)

Opened

8:03 EDT

Closed

9:23 pm EDT

Consent Agenda

• Approval of Minutes removed from Consent Agenda.
• Consent Agenda Item: Approve addition of JD Welch to Communications Committee.
• MOTION to approve the Consent Agenda, none opposed, motion passes.

8/4/05 Minutes

• Minutes were revised to take out in-line comments and change first names to last names.
• MOTION by Harris to accept minutes of 4 August 2005 as revised. Second by Palmer. None oppossed, motion passes.

Approval of MOA/outsourcing document

• Chair Perrine reported that there may be some discrepancy between what Mike and Kirk are looking for in terms of detail. Hume recommended sending the short version with a request for clarification of scope and level and next steps, and then ask for an immediate telecom with the USENIXs SAGE Committee.
• MOTION by Hume to submit the MOA Outsourcing Document (in the one page format) labeled Level 1 MOU. Discussion on exclusivity of the SAGE name and agreement to make it exclusive. Agreement to leave out the LISA Conference Agreement appendix at this point and just refer back to the June 04 motion. Second by Palmer, none oppossed, motion passes.
• ACTION: Hume to deliver tonight.

• See Outsourcing_Agreement_version_N for the current text.

Leadership Committee

• From the discussion of the 8/4 minutes, it was determined that an error had been made in the number of people on this committee.
• MOTION by Hume to change Leadership Committee from 5-7 to 4-7. Second by Palmer, passed without objection.
• Committee to be formed in the near future.
• ACTION: Tom will check on status this week and report next week.

Transition planning

• Report from Halprin:

Interim report of Transition Committee (Geoff): I have started work on master project plan for service transition. David has also begun work on a master plan for online service transition. I will merge the three partial plans (AH, mine, David's) into a single plan and submit for comment. The format will break work down by services and assets, per the SAGE_Outsourcing_Agreement and, further provide "preparation", "pre-cutover", "cutover", and "post-cutover" actions. With the term sheet delivered to USENIX, this is my next priority, for the coming week. I have recruited Pat to the committee.

• Discussion on whether the charter is complete yet. Consensus that Halprin needs to flesh out over the next week with input from the Board. Needs to be more specific in charge.
• ACTION: Hume to send out email to Halprin capturing the discussion and providing Halprin with direction.
• Status report on technical services committee by Parter. David reported that he has recruited Matt Barr and sent email to Jeff Makey (San Diego Supercomputer Center) about possible involvement (introduced by Tom)
• Halprin's written report references the development of a master plan for online services.
• A question that keeps coming are contact between AH and USENIX staff.
• ACTION: Parter to send an email to Ellie to ask if AH tech staff can directly contact USENIX tech staff in order to facilitate transfer of services.
• MOTION by Harris to add Pat Wilson as member of transition committee, second by Hume, no objections, motion passes.

Thank yous

See Thank You List.

• The Interim Board needs to be added.
• ACTION Perrine to draft email thank you and circulate to Board for comment and then deliver 8/15.
• MOTION by Harris to approve the reimbursement of Halprin when money becomes available, for a thank you gift to Lorette Cheswick. None oppossed, motion passes.

Value of membership

• Deferred to wiki discussion with a review in one week.
• Wiki page at membership value proposition.

Budget approval

• Hume reported that he has begun work with Albrecht.
• ACTION - Hume will have something in draft by next week's meeting.

Policies

• Harris discussed the overall policy and development guidelines for policy development that he would be using. Discussion on who needs to be involved at what level.
• ACTION - Harris to develop a policy on policy development.
• ACTION - Harris to research and discuss with Albrecht and Hume and develop a reimbursement policy and then repost to the agenda.
• MOTION by Harris to adopt the policy on Board electronic mail lists. Second by Palmer.
  • Discussions on making this clear that this be a policy on Board lists only. Palmer moved to amend draft policy as captured on the wiki. Second by Andrew. None opposed, amended motion passes.
  • Amended motion vote - none oppossed, motion passes.
  • As amended:

Approved text: Board electronic mail lists The Secretary-Treasurer shall provide for the maintenance of electronic mail lists from time to time as directed by the President or the Board. This policy shall apply only to lists whose primary purpose is Board-level communication. Standing lists At a minimum, the following lists shall be maintained: Board Working List The Board Working List shall be the ordinary venue for electronic communication amongst the Board. Its address shall be board@, sage-board@, or similar. Subscription to this list shall consist of: the currently seated Directors of the Association; the Executive Director of the Association; Directors-elect who will take office at the next Annual Directors' Meeting; and such other volunteers or staff as are directed by the President or the Board. All subscribers shall be allowed to post messages to the list. The Secretary-Treasurer shall ensure that prudent techniques are employed with regard to attempted postings of non-subscribers, in order to reduce spam and other off-topic traffic while ensuring members, staff, and volunteers have a communication path with the Board. The Secretary-Treasurer shall ensure that private archives of the list be maintained for a period of at least 2 years. All subscribers shall have access to the archives. Board Private List The Board Private List shall be the venue for electronic communication of a sensitive nature such as would take place under executive session. Its address shall be board-directors@, board-private@, or similar. Subscription to this list shall consist only of the currently seated Directors of the Association. All Directors shall be allowed to post messages to the list. The Secretary-Treasurer shall ensure that prudent techniques are employed with regard to attempted postings of non-subscribers, in order to reduce spam and other off-topic traffic while ensuring the Board can include others in sensitive discussions when necessary. No archives of the list shall be maintained. Ad-hoc lists The Board may from time to time establish or dissolve other electronic mail lists. Unless otherwise stated by resolution, such lists shall be subject to the same terms of this Policy as the Board Working List. Confidentiality and privacy Messages to the Board Working List and Board Private List are considered board working papers that are confidential in nature. Subscribers shall not forward or otherwise disseminate any other subscriber's messages, in whole or in part, to any non-subscriber, without the permission of the Board. Subscribers shall not forward or otherwise disseminate their own messages, in whole or in part, to any non-subscriber without permission of the Board unless: the words within are entirely their own or have already been disseminated in accordance with this Policy; the message includes no private, sensitive, or confidential information; and recipient(s) are made aware that the message does not represent Board or Association policy or opinion. Subscribers must limit discussion to public matters when recipients not bound by this Policy are present on a message's recipients list. No subscriber shall forward a message from elsewhere to a Board mail list without the permission of the original author, with the following exceptions: A message whose intent is to inform the Board sent from a non-subscriber to a subscriber may be forwarded to the appropriate list. Messages sent to mail lists with open subscription or open access to archives may be forwarded to the appropriate list. Notification of subscription changes The Secretary-Treasurer shall ensure that notification of every change to the subscription list is given, via a message to the list, prior to the change. Responsibility of subscribers Subscribers have a responsibility to keep up with traffic on Board mailing lists to which they are subscribed, and to keep other subscribers informed of issues concerning them. In particular, subscribers must: Ensure that their subscriptions are kept up to date with a valid email address; Ensure that their subscription address is kept in good working order; Read such messages as are posted to the Board mailing lists in a timely manner; Respond to messages as appropriate; and Have a bias for responding to the entire recipients list (not removing recipients, particularly the mailing list, except when necessary). Because the Board mailing lists are the primary mechanism of inter-Board communication between meetings, and may be used for urgent communiqués, Directors must notify the Board Working List or the Secretary-Treasurer if they know they will be unable to read Board mailing lists for a period of more than 72 hours. Identification of Lists All Board mailing lists will use a consistant identification method or methods so that list messages can be easily identified by recipients and automatically identified by software if so desired. Examples include list names in Subject: lines or List-Id: headers. Mechanisms relying on the To: or Cc: line are not acceptable.

• Board votes on email no discussion.
  • Motion by Hughes, second by Hume, point of order by Harris on who needs to move, none opposed to motion, motion passes.
  • Approval of policy on Board votes via email:

Approved text: Board votes via email The Board may from time to time conduct business via electronic mail. This business may include motions. This Policy is intended to provide for a well-defined process for conducting voting on such motions, while preserving the parliamentary rights of Directors. Purposes Unless other Rules state otherwise, any ordinary Board business can be conducted via electronic mail. However, Directors should prefer Board Meetings to propose motions that may require discussion. Motions for Bylaws amendments or ratifications are not permitted via electronic mail. Mechanism The Board Working List or Board Private List (as described in the policy on Board electronic mail lists) shall be used for all electronic mail motions and votes. Motion message Any Director may make a motion via email by posting a message to the appropriate list with the text "MOTION:" at the beginning of the subject header; this text shall be known as a subject keyword. The remainder of the subject header should describe the motion being proposed. The text of the message must clearly delineate the text of the motion from any discussion, for instance by the words "I move that". This message shall be known as the motion message. Seconding message Any other Director may post a response to the motion message clearly stating an intention to second the motion. The subject header should replace "MOTION:" with the subject keyword "SECOND:". This message shall be known as the seconding message. A seconding message must be posted within 7 days of a motion message or the motion shall be considered void. Such a void motion shall not be minuted. Withdrawal; rewording Prior to voting, the original mover may withdraw the motion or reword it by posting a response to the original motion message. In the case of a rewording, the new message shall become the motion message. A seconder must clearly state his or her intention to second the new motion message; a second of the original wording is out of order. The keyword on the subject line should be set to "WITHDRAWN" or "AMENDED" as appropriate. Voting After the seconding motion, voting shall commence. Directors may cast a vote by posting a response to the motion message or seconding message, replacing the subject keyword with "VOTE:" and stating the vote as "aye" or "nay" in the body of the message. The text of the motion being voted on must be included in the message for the vote to be valid. It is not necessary for the mover and seconder to vote explicitly; they shall each be considered to have cast an aye vote unless they state otherwise. Directors may change their vote before the close of voting by casting another vote in the same manner; in order to avoid ambiguity, the text of the message should clearly state that the Director intends to change his or her vote. Abstentions A Director may abstain from voting, while still being counted for quorum, by posting a response to the motion message or seconding message, replacing the subject keyword with "ABSTAIN:". This message shall be known as an abstention message. Discussion Directors may discuss the motion at any time by replacing any subject keywords with "COMMENT:". Close of voting Voting shall close once the motion has been adopted or fails. The motion shall be considered adopted when: A quorum of the Board has voted aye; or When all of the following conditions obtain: 7 days have passed since the seconding message; A quorum of the Board has posted a vote or abstention; and A majority of the votes cast are aye. The motion shall be considered failed when: A quorum of the Board has voted nay; or 7 days have passed since the seconding message, and the motion has not been adopted. Concurrent consideration The Board may consider more than one motion via email concurrently. A Director may post a new motion message while another vote is in progress. If two motions are in conflict, the one adopted later shall supercede the one adopted earlier. Amendment Because of the complexities that would arise, amendment of a motion made via email is out of order. The effect of amendment can be obtained by posting a new motion message. Rule of order The chair (the President, unless he or she is absent or designates another chair) shall have the right to rule posts in conjunction with an email vote out of order if they violate this Policy or other Rules, subject to Board consent. Intervening meetings At the chair's discretion, any motions currently being considered via email at the time of a Board Meeting (at which a quorum is present) may be introduced on the Meeting's agenda. The motion shall be considered de novo as a regular item of business and shall be subject to the Rules applying to any other motion in a Meeting; this consideration shall supercede and terminate the email consideration. No votes cast via email shall be counted. Minuting Motions voted via email shall be recorded in the Minutes of the next regular Board meeting. The following information shall be included: The words "Motion submitted via electronic mail on", plus the date of the motion message; The text of the motion; The words "Motion adopted on" or "Motion failed on", plus the date of the close of voting; and The names of any Directors posting an abstention message.

• Recommendation to approve the amended policy on committees.
  • Motion by Harris, second by Palmer to approve the amended policy. No objections, motion passes.
  • To insert, at the beginning of the policy on Committees, the following text:

The report or recommendation of any Committee shall not be binding upon the Board.

• Recommendation to approve the Communications Policy. Discussion on how nicely developed and presented it was.
  • Motion by Harris, second by Parter, no objections, motion passes.
  • Approval of Communications policy:

Approved text: Communications Purpose and Scope The purpose of this document is to provide guidelines and restrictions where necessary to keep all communications between SAGE and the outside world 1) authorized, 2) appropriate, 3) recognizable, and 4) consistent. When we communicate as a Board or as an organization to any group of people, we must first and foremost represent the membership and the Board of SAGE in a responsible manner. We must also be responsive to the needs and requests of our members, and the public at large where appropriate. Policy Statement Timeliness Communications should provide the membership with timely, accurate, clear, objective and complete information about SAGE policies, programs, services and initiatives. The Board has a duty to explain its policies and decisions, and to inform the membership of its priorities. Communications therefore should be complete, clear and swiftly follow any changes or major initiatives. Programs should plan for communication from the beginning. SAGE programs should address communication needs in the development stage of policies and programs. Policies and programs should never surprise the membership or happen by accident. SAGE should proudly promote each and every service and program it provides. Programs that the membership is ignorant of are bound to fail. The Board must further ensure that changes in policy that significantly affect the rights and privileges of membership are both proposed to the membership for comment well in advance of a vote, and clearly and widely communicated if they are adopted. The Communication Committee is there to assist programs in planning for communication needs. Authorization Collective communications must be authorized. No communication that claims to represent the policy, positions, or other stance of either the Board or SAGE as a whole shall be made public until and unless it is approved by the Board. No communication that claims to represent the policy, positions, or other stance of a committee or subcommittee of SAGE shall be made public until and unless they are approved by that committee. Committees must be authorized by the Board to contact the membership or general public before doing so, and they must also abide by the Board-defined limits for their communications. All official communications shall go through official channels maintained by the Board, either by a membership email list, a list of all members generated from the membership database, or by whatever public relations channels are maintained by the Board. Individual officials of SAGE are encouraged to communicate directly with the membership. Openness in governance helps members fairly judge our performance, and helps enable membership participation. To build an open organization, all officials (staff, committee members, and above all the Board) should take a role in communicating with the membership. At the same time, officials must respect the policies and intent of the SAGE Board, as well as confidential information. Officials serve SAGE best by communicating openly and frequently about programs they are charged with, while treating sensitive information with the discretion it requires. Officials who communicate as individuals to the membership should maintain consistency in look and feel with other SAGE communications, including letterhead and logos following the Branding Guide in appropriate media. Communications from individuals must be signed by that individual and clearly indicate through tone, person, and/or disclaimer that they are the personal words and beliefs of the individual, not the Board or SAGE. Officials of SAGE should be given sage.org email addresses, and should use them in individual communication wherever possible to promote the visibility of SAGE. Any Board member or other (non-staff) official should be very careful and respectful about expressing public dissent with an action of the Board. Board members have a right to have their dissent in votes explicity recorded in the minutes, which are ordinarily made public to the membership. However, current officials of SAGE may not attempt to undermine the actions or intent of SAGE, the SAGE Board, or its committees in the public expression of these rights. Individual officials expressing dissent within these guidelines should nonetheless not use their sage.org email addresses, or channels of communication not open to general members, but should strive to speak as regular members. All officials of SAGE have the right of resignation if they cannot support the activities or decisions of the Board, and are freed of the duty of obedience, but not the requirements of confidentiality, upon their resignation. Under no circumstances should staff express dissent or a message inconsistent with the Board's. Individual officials of SAGE are not to communicate directly with the general public or media unless authorized. As opposed to membership, relations with the public, especially the press, are sensitive. Public communications are open to misinterpretation and laden with pitfalls. An unusual level of care and restraint is required before engaging the general public and the media, as even officials claiming to speak only for themselves are nevertheless taken to be the voice of SAGE. Coaching and planning is often required before engaging with the general public or the media. Therefore, officials of SAGE must not engage the public or the media about SAGE issues unless authorized by the Board. SAGE officials and members who are addressing sysadmin issues not directly related to SAGE, including authoring books or being asked to speak in their own right about issues related to systems administration, are encouraged to include their affiliation with SAGE in their byline, biography, or attribution to promote SAGE's visibility. Affiliates must be clear they are not speaking for SAGE if they include such an affiliation, and may not list SAGE as their primary affiliation. For example: Mary Jones, a system administrator at Example.com and member of the SAGE Board of Directors is acceptable, but SAGE Board member Mary Jones is not. The President, the Chair of the Communications Committee as spokesperson, and the Executive Director are by default authorized by the Board to engage with the general public on SAGE issues, but must at all times communicate to the public in line with the established wishes and policy expressions of the Board. All parts of SAGE should work together to give a coherent message and picture of the organization. Coordinated communication is essential; otherwise we confuse our membership and ourselves. Any SAGE official making individual communications should consult first with the current messages of SAGE, maintained by the Communications Committee and approved by the Board, and strive to incorporate those messages into their communication where possible and appropriate. Transparency Official communications should be preserved, and open to all. Any communication that is sent to the membership or made available for general release must in all cases be preserved in an easily accessible portion of the website, once the website is under the direct control of SAGE. Communications should also be sent to the widest reach of membership to whom they apply; for instance, an email intended for all members should not only be sent to sage-members@sage.org, as not all members are on that list. SAGE defaults to transparency. Transparency is essential to good governance. Therefore, by default, any action or policy of SAGE is public at the moment it is authorized by the Board, and repeatable by anyone to any member of SAGE. If the Board requires actions at meetings or other information to be private and confidential, it must specify that when the action is taken. By default, any action taken in executive session is private. Communications should be openly two-way. SAGE does not engage solely in top-down communication with its membership or the general public. All public communications should include clear mention of a method the readership can use to contact the Board or the committee releasing the communication. Non-personal email addresses used to send out official communications should be deliverable and also should be monitored by someone so any replies from members can be forwarded on to the Board or committee. The Board should never be, or seem, inaccessible and aloof to the membership. SAGE's board and committees should frequently call attention to Board/membership communication. Such attention will help demonstrate to non-communicative members that the Board is open and responsive. To encourage that, inquiries sent to SAGE official channels should be responded to promptly, and where possible, completely. Style Communications should be clear and engaging. Communications must use plain language, be clearly formatted and expressed, and be accessible to all our members. Communications should also engage the reader; official communications need not be overly formal and lacking in interest, but should engage the reader and encourage further reading. Official communications should follow the Branding Guide. The SAGE Branding Guide shall be made available to all staff, directors, and other participants in SAGE who are authorized to make communications to the membership or general public. Its guidelines must be followed in print and web media, and where possible should also be followed in text email. Text emails at the very least must prominently include the SAGE name and byline, and make clear that they are official communications of SAGE. Official communications should be consistent. Any periodic form of communication, such as the monthly memo to members or any other type of regular memo, should stay consisitent in format and structure, with infrequent redesigns or alterations. Individual entries in a series of related email communications should all be sent from the same, easily identified, and non-personal email address, preferably at sage.org.

New Business

• Recommendation was made during the meeting that as Committees engage volunteers they need to let staff know. Staff will maintain a list. This will be important for the "Thank You" process.
• Discussion on ensuring fair warning of agenda items before the freezing of the agenda if possible.

Notes/Announcements

Action items review from previous meeting:

• contact Mike Jones (UB Pres) and emphasize ongoing, open communications, etc. (Tom, before Friday AM, report results on Monday) COMPLETE

• Contact Greg Rose and provide the consensus Leadership Committee "charge" COMPLETE

• Draft email to send to Advisory Council - thanks for all prior service, want to take advantage of skills and experience, not ready to have formal advisory council at this time as it would stifle/pigeonhole council members in ways they could contribute, allow graceful exit if desired, encourage participation as individuals esp. on committees, include our Action Points leading up to LISA (Tom, due to Board before Monday 8/8 conf call) INCOMPLETE

• call David Blank-Edelman - make contact SB to PC, emphasize all the right stuff, including potential volunteer training BOF, enhance LISA, work with PC, not compete with tech program (Tom, before Friday PM) COMPLETE

• Action: ;login: Chris will finish write up, post to wiki, and then submit on Monday. COMPLETE

Adjournment

• MOTION by Palmer to adjourn at 9:23 pm EDT, second by Hume, none opposed, motion passes