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Main Page

2007-01-16T01:49:54Z

Dparter: moved "sage/usenix" note to bottom of page

= LOPSA Governance Documents =

This site contains documents released by the Board of Directors of the League of Professional System Administrators to its members and the public.

__NOTOC__
== News ==
* [[Memos to Members | LOPSA Memo to Members archive]]
* [[Minutes | LOPSA Board meeting Minutes]]

== Sponsorship ==
* [http://lopsa.org/Sponsorships LOPSA Sponsorship Levels and Benefits]

== Governance documents ==
* [[LOPSA Bylaws]]
* [[LOPSA Policies]]
* [[2005 Financial Statement]]

== 2005 Board of Directors Election Results ==

* [[2005 Election Results]]

An [[2005 Candidates' Info Packet|information packet]] was provided to candidates and the public prior to the election.

{{blockquote}}
'''NOTE:''' This site is ''not'' sponsored by SAGE or the USENIX Association. Use of the word "SAGE" in this site is largely historical. We will be removing inappropriate references to "SAGE" shortly.
{{end blockquote}}

2005 Financial Statement

2007-01-16T01:48:38Z

Dparter:

The [[Media:IRS_Form_990_2005.pdf|2005 IRS Form 990 for LOPSA]] is now available for viewing. The Form 990 is the annual tax return required for non-profit organizations (think 1040). While 2005 shows a net loss for the year, it was our organizational year and was expected. The Board of Directors has been briefed on this report, as was the membership at the 2006 Annual Membership Meeting in Phoenix, AZ.

Andrew Hume, Treasurer 
Sam Albrecht, Executive Director

2005 Financial Statement

2007-01-16T01:45:43Z

Dparter:

File:IRS Form 990 2005.pdf

2007-01-16T01:40:52Z

Dparter:

Main Page

2007-01-16T01:35:01Z

Dparter: /* Governance documents */

= LOPSA Governance Documents =

This site contains documents released by the Board of Directors of the League of Professional System Administrators to its members and the public.

{{blockquote}}
'''NOTE:''' This site is ''not'' sponsored by SAGE or the USENIX Association. Use of the word "SAGE" in this site is largely historical. We will be removing inappropriate references to "SAGE" shortly.
{{end blockquote}}

__NOTOC__
== News ==
* [[Memos to Members | LOPSA Memo to Members archive]]
* [[Minutes | LOPSA Board meeting Minutes]]

== Sponsorship ==
* [http://lopsa.org/Sponsorships LOPSA Sponsorship Levels and Benefits]

== Governance documents ==
* [[LOPSA Bylaws]]
* [[LOPSA Policies]]
* [[2005 Financial Statement]]

== 2005 Board of Directors Election Results ==

* [[2005 Election Results]]

An [[2005 Candidates' Info Packet|information packet]] was provided to candidates and the public prior to the election.

Geoff's Guide to Parliamentary Procedure

2006-01-17T04:41:00Z

Dparter:

{{SAGE historical}}
In debate over the crafting of the Rules of the Association, a number of important parliamentary ideas that have arisen.

In response, I shall try to add some value where I can. This all comes under the general title of "parliamentary procedure", and the best reference that we've found on this is:
:[http://www.amazon.com/exec/obidos/tg/detail/-/0071365133 The Standard Code of Parliamentary Procedure] by Alice Sturgis

I'll quote from it liberally.

= 1. Majority Versus Two-Thirds Vote =

Sturgis has some interesting things to say about this. Basically,
anything other than simple majority (50%+1) is undemocratic in
most circumstances. The reason is that, for example, if a motion
requires 2/3 to pass, then 1/3 of the membership can block the
will of the majority.

Sturgis: [pp.131]
:"Some people mistakenly assume that the higher the vote required to take an action, the greater the protection of the members. Instead, the opposite is true. Whenever a vote of more than the majority is required, control is taken from the majority and given to a minority."

The cases where 2/3 vote is required are where the motion would affect (limit in some way) the rights of others. For example, a motion to limit debate or to suspend the rules. Such motions might trample on the rights of a minority.

Sturgis: [pp.131]
:"One exception to the principle requiring only a majority vote is when the vote restricts the right of full and free discussion, as with a motion to limit debate or close debate. These motions require a two-thirds vote. Another exception is where the rights of absentees are involved. For example, most organisations stipulate in their bylaws that the bylaws can be amended only by a two-thirds vote (and in most cases advance notice is also required). Bylaws in some nonprofit corporations (and some state corporation codes) require a two-thirds vote to buy or sell real estate or to mortgage property owned by the organisation."

When deciding on these clauses, the organisation must also take relevant laws into account. For example, the Associations Incorporation Act of Victoria (the Act under which SAGE-AU is incorporated), defines a Special Resolution [29] as:

:(2) A special resolution is passed at a meeting if--
::(a) of the entitled members of the incorporated association who vote in person or (if proxies are allowed) by proxy at the meeting, '''not less than three quarters vote in favour of the resolution'''; and
::(b) any additional requirements of the rules of the incorporated association relating to the passing of a special resolution have been met.
:(3) A resolution is not to be considered to have been passed as a special resolution under sub-section (2) unless '''not less than 21 days notice has been given''' in accordance with the rules to all of the entitled members of the incorporated association specifying the intention to propose the resolution as a special resolution.

Such a Special Resolution is required to change the name [13(1)], statement of purposes [22(1)] or Rules [22(1)] of the Association.

== Changes to Bylaws ==

Sturgis: [pp.208]
:"The vote required to amend the bylaws should be stated in the bylaws. Because the adoption of the original bylaws requires only a majority of the legal votes cast, some organisations consider it logical to permit amendment with the same majroty vote, provided that there was advance notice of the proposed amendment. It is more common, however, to require either a two-thirds vote, with prior notice, or a majority vote of the entire membership."

One reason for such a rule is that, upon joining the Association, the member (explicitly or implicitly) agreed to be bound by the Rules of the Association. Changing those rights and obligations might be viewed as potentially quashing rights of members, and thus should be held to a higher account.

A counter argument is that, according to Sturgis, this higher requirement (both proportion of votes and notice) is in order to protect the rights of absent members. This, it could be argued, is achieved by conducting such a change via a ballot of the whole membership, and thus (according to Sturgis) should be subject to a normal majority vote, and appropriate notice and quorum considerations. Of course, a majority vote of the entire membership, even by electronic ballot, is a very high bar to reach in terms of participation, and probably quite unrealistic. (Of course, in this circumstance, it could be also argued that no quorum requirement exists because the entire membership has been given due notice.)

[dparter] the counter argument is that since every member had an opportunity to vote, assuming a reasonable vote turnout, all the the non-voters are in a sense abstentions, one could claim that the quorum was 100%, and thus simple majority is reasonable. I'm ok with either simple majority or 2/3, with an appropriately high quorum for the ballot. Note that of course the board can make amendments much more easily.

:Ah... if I understood what Geoff was saying, the ''Board'' would be held to a 2/3 vote as well. If the idea is that the membership would need a 2/3 vote, but the Board would just need procedures followed and a majority, I could be fine with that.

:Another possibility... you could just declare that bylaws amendments that may result in substantive changes to the rights or responsibilities of members shall require 2/3 vote. Then the chair (and thus the Board) can make a ruling on that fact. [[User:Trey|Trey]] 14:43, 17 May 2005 (EDT)


== Removal of a Director ==

Other instances of where a greater majority might be required are:
* Expulsion of a Director by the Board, or
* Censure of a member.

Sturgis: [[pp173]
:"An organisation has an inherent right to remove an officer or director from office for valid cause. It also has the right to suspend an officer or director from office. The bylaws should provide for procedures for removal or suspension. These procedures are quite different from those for the disciplining or expulsion of a member.

:Officers, directors, or committee members can be removed by the same authority that elected or appointed them. The power to select carries with it the power to remove."

So, according to parliamentary theory, a director cannot be removed by other directors.

In practice, however, it is often necessary to provide a mechanism for a Board to remove a Director for cause. The practical element of this is that such a matter cannot generally wait for a general meeting or ballot of the membership to take place.

In general, and using various government institutions as examples, where a body censures a member of itself, an increased majority is required to protect the rights of that member.

== Censure of a Member ==

With regard to censure or explusion of members, Sturgis has this to say: [pp.223]
:"Procedures for the discipline and expulsion of members should be included in the bylaws. However, every organisation has the inherent right to discipline, suspend, or expel a member for valid cause, even if provisions for doing so are not included in the bylaws."
:...
:"A membership can be terminated and a member expelled because of a violation of an important duty to the organisation, a breach of a fundamental rule or principle of the organisation, or for any violation stated in the bylaws as ground for expulsion."

Sturgis goes on to suggest the essential steps in a disciplinary process are:
# Charges.
# Investigation.
# Notification.
# Hearing.
# Decision.
# Penalty.

Generally, where an appeal process includes appeal to the membership, it may be appropriate that such a vote require a higher proportion to vote in favour of the censure motion.

= 2. But Which Majority? =

Sturgis: [pp.133]
:"A majority vote, or any other vote, may be qualified or defined in many ways. For example, in an organisation consisting of 200 members (limited to 200 members) which presently has 180 members in good standing, with a quorum requirement of one-eigth of all the members, which is 23, if there are 150 present at a meeting and only 20 vote, a majority vote would be variously computed as follows;

A majority of all the memberships 101
A majority of all the members in good standing 91
A majority of the members present 76
A majority of a quorum 12
A majority of the legal votes cast 11"

Almost always, the intent is the last one; '''the majority of the legal votes cast'''.
When we act as a board, this is the case. Abstentions do not count as negative votes; they are disregarded (but noted in the minutes for significantly different reasons -- to record loyal behaviour in conflict of interest circumstances, for example). (We'll return to abstentions below.)

Sturgis:[pp.134]
:"The legal theory under which the decision of an organisation may be made by a majority of those voting is that all the members have the right to vote if they wish to exercise that right. The members who fail to vote are presumed to have waived the exercise of their right and to have consented to allow the will of the organisation to be expressed by those voting."

= 3. Quorum =

Different to majority vote, but obviously closely related is how to define quorum.

''A quorum is the number or proportion of the members of an organisation that must be present at a meeting in order to transact business legally.'' [Sturgis pp. 111]

Sturgis: [pp.111]
:"The bylaws of an organisation should state the number or proportion of members that constitutes the quorum. '''In the absence of such a provision, parliamentary law fixes the quorum at a majority of the members.''' This quorum requirement is often too high, and most groups have a more realistic provision. The number required for a quorum should be small enough to ensure that a quorum will usually be present but large enough to protect the organisation against decisions being made by a small minority of the members."

Also (regarding electronic meetings): [pp.110]
:"In any meeting in which the participants do not all meet in a physical location, but communicate through various technologies, the rights of absentees must be carefully protected. These include quorum requirements and the right to reasonable notice."

Quorum for the board, and for committees should follow parliamentary law, and always be set at the majority of (seated) members.

Quorum for matters put before the general membership is all about representation of the membership, and so it should be set not once, but depending upon the situation. For example, quorum for a general meeting (which requires physical presence, and perhaps proxies) is a clearly different circumstance to quorum that might be reasonably achievable in an electronic ballot of the membership. Thus, these should not be treated the same.

= 4. Abstentions =

Another hot topic is how abstentions should be handled.

Basically, abstentions are neither votes in favour, nor against the motion; they are an explicit waiver of a right to vote.

This is important, and subtle. A good way to think about this is to think about in-person meetings as the baseline.

At a meeting, my presence is all that is required to count towards quorum. Thus, an abstention "vote" in an electronic ballot should also count towards quorum, as it announces the member's "presence" at the vote count.

By contrast, an abstention, whether in-person or in an electronic ballot, is not a vote to be counted in calculating proportions for or against a motion.

This distinction is supported by Sturgis: [pp.134]

:"The legal theory under which the decision of an organisation may be made by a majority of those voting is that all the members have the right to vote if they wish to exercise that right. The members who fail to vote are presumed to have waived the exercise of their right and to have consented to allow the will of the organisation to be expressed by those voting."

Thus, the interpretation of abstentions should be that abstentions should be used to determine quorum (participation), but majority is calculated without reference to abstentions. This is the moral equivalent of a member being at the meeting (thus being counted in quorum counts), but choosing not to vote on a particular issue.

[http://www.njsba.org/members_only/publications/school_leader/so00_6.html This reference]
has more to say on this that is quite interesting:

:"How are abstentions counted? Very simply, abstentions do not count as either yes or no votes, but can generally be counted with the majority at the conclusion of voting."

:The rule on counting abstentions was established in New Jersey by the Supreme Court over 100 years ago in the case of Mount vs. Parker, 32 NJ 341 (Sup. Ct. 1867). This is the case most often cited by the handful of decisions addressing this question since that time. In that case, the Court stated:

:''It being the well established law, that where no specified number of votes is required, but a majority of a board regularly convened are entitled to act, a person declining to vote is to be considered as assenting to the votes of those who do.'' (Id. at 342)

The article goes on to discuss where boards (and courts) incorrectly count abstentions as yes votes. But then is an interesting and relevant passage:
:An abstention may not be counted as a yes vote if:
:*The person abstaining does so because of a conflict of interest;
:*The person abstaining states that it should not be counted with the affirmative votes; or
:*Counting the abstention is necessary to bring the affirmative votes to the minimum level required by a statute, or to constitute a majority of a quorum.

This actually says nothing surprising. It basically re-iterates that abstentions should not be counted. (The reason they are sometimes counted with the majority is to create a unanimous vote.)

Note that there are important legal reasons for abstaining from matters that a director or member has personal pecuniary interest in. Not only must a board member abstain in such circumstances, but said abstention must be noted in the minutes to ensure that this is on the record (for the director or member's protection).

Governance Discussions

2006-01-17T04:36:41Z

Dparter:

{{SAGE historical}}
This page is actually just what we need to document -- in one spot -- the trade-offs and discussions
that took place in arriving at the bylaws. The hope (yeah, I know) is that subsequent boards can read this discussion, and not feel the need to churn the bylaws inappropriately. (Bylaws should change over time as the organisation changes, but not because a board does not fully appreciate the reasons for the existing
bylaws.)
--[[User:Geoff|Geoff]] 21:59, 19 May 2005 (EDT)

== Number of Directors ==

''Geoff'':

We looked at several alternatives, and felt 9 was the appropriate number; in a volunteer board,
we can expect work and personal reasons to effectively sideline at least one director at any
time, and a short period of not being available should not require a director to resign.
The number is sufficiently large to ensure a breadth of experience and opinion. We hope it
will also reduce the ability for a bloc to form, and will prove sufficient to help ensure
that all board members remain focussed on the mission of the organisation and deal with each
other in a mature way.

''Trey'':

Experience showed that a board of 7 was often ''close enough'' to get a unanimity on many issues, particularly when one or two members were absent, so that unanimity became a virtual requirement for all business. This is problematic, as it allows for one foot-dragger or naysayer to hijack meetings. Perhaps this is counterintuitive, but a larger board, with a greater diversity of opinion, has minority opinions often enough so that a strong chair will have to move to vote rather than continue to slowly grind towards a possibly nonexistent unanimous consensus. When that bias towards voting is enshrined, it allows for ''quicker'', not slower, discharge of business. [[User:Trey|Trey]] 19:44, 17 Apr 2005 (EDT)

== Removal of Directors ==

''Geoff'':

Sturgis expresses the opinion that the body that elected an officer must be the body that
removes that officer. i.e. Only the membership can remove a director. This seems like an
obvious principle (I know I've taught the importance of symmetry in enough programming
classes.) The question it raises is how to deal with renegade and no-op directors.

It is important that the board cannot remove a director for other than cause, as this
would generate a situation where the board could remove a director merely for dissent,
and dissent must be allowed or directors would be in breach of their duty of care.

== Length of Terms, Staggering of Terms ==

''Geoff'':

The discussion around length of terms brings up many issues: direct officer election, or board at large? Entire board elected simultaneously or staggered terms? How many years should terms be? Should there be term limits? How do we build and conserve leadership talent?

The reason most cited for avoiding staggered elections is that it significantly breaks momentum; the new directors must receive orientation/induction training, and must come up to speed with all of the issues being dealt with. This also may significantly affect the distribution of duties amongst board members. All of this would effectively halve the term of a board, causing directors to effectively serve two successive terms on two different boards.

The reason most cited for having staggered elections is that of board continuity. This problem is better solved other ways. The office/AMC (and the ED in particular) become major sources of organisational history and knowledge across boards. Board orientation training also addresses this. Finally, a formal leadership path can be useful here. Whilst there is no guarantee of a particular board member being re-elected, the reality is that it is highly likely to occur under normal circumstances.

The question of length of term is the other half of this problem. It was felt that two years represents the minimum practical term length in which significant works can be undertaken and contributed to by a board member. In terms of a long-term strategic arc of work for the organisation, there needs to be continuity of the board for a reasonable tactical period. (i.e. Anything less than two years leads to thrashing rather than progress.)

== Number of Officers and Choice of Officers ==

''Trey'':

I'll take the blame here, at least on choice of officers. My philosophy of board governance is one of egalitarianism; I think that organizations that rely too heavily on the work of officers have lost touch with the principle of ''collectivism''—that individual board members have power only to influence the decision of the Board as a whole. For that reason, I advocated that we only have those officers required by law, which would be President and Secretary/Treasurer. I, in fact, urged that Vice President be omitted, under the theory that the Secretary/Treasurer could take that role and that choosing an ''ad hoc'' chair for a meeting is trivial. Others felt that there should be a designee to take on that role in the President's absence, which is how we ended up with the three officers currently in Bylaws.

The omission of an ''Executive Committee''—typically, a 3-4 member committee of officers empowered to act for the board between regular meetings—was deliberate. Boards that have powerful executive committees typically end up with the remainder of the Board, at best, acting as a rubber-stamp body for the actions of the Executive Committee; at worst, intrigue erupts as the non-Exec members second-guess or undermine the Exec's actions. [[User:Trey|Trey]] 19:45, 17 Apr 2005 (EDT)

''Geoff'':

This is a classic question. In many ways all positions other than President are superfluous. In an organisation with an office (or AMC), the office do all the work related to compliance and, given that a board only act as a unit, the board approve the reports/submissions.

The reality is slightly different. The President is intended to set an overall tone and direction for the organisation, and whilst all work is with approval of the board, there is no denying this effect (IMO). (The President works on a daily to weekly basis with the Executive Director, and this translates to setting the feel of the association as it moves forward.)
In fact, not having such a leader can cause an organisation to stagnate. (This question is actually quite complex, and also must consider the long-term direction of the organisation, when it last changed direction, any current obstacles, and whether the organisation is part way through a major change, etc. -- for example). In this sense, the President's role is partly a visionary role.

On another axis, the President's role is primarily externally focussed. The Secretary and Treasurer positions, by contrast, are primarily
internally focussed, and about managing order and process. Whilst the office will do the work, the oversight role is important. (This is
the classic "entrepeneur versus manager" distinction.

It is this contrast in personalities, however, which means that in a mature board, the Secretary and Treasurer are of similar personalities and duties, and thus this can be consolidated into a single role, but that mindset and personality is significantly different to that of the
President. At least, that's how the argument goes... --[[User:Geoff|Geoff]] 23:31, 17 Apr 2005 (EDT)

== President, President-Elect, and Immediate Past President ==

''Geoff'':

The whole issue of leadership continuity and succession planning and how it relates to a sitting board is interesing and non-trivial. In one very mature organisation that I spoke with during my evaluation of AMCs, they had a system where there is a long period where the President-Elect is effectively on the board. (Their succession meant a very formal path from board member to Secretary to President-Elect to President to IPP.) They also had the IPP chairing the nomcomm, and the chairs of the various standing committees as the members of the noncomm.

The position of Immediate Past President only makes sense (in our opinion) where the office of President is specifically elected, rather than appointed from the board at large. Similarly, in the elect-officers-from-the-board-at-large world, there is no meaningful concept of a President-Elect. Instead, we tend to view the Vice-President as the half-equivalent of President-Elect.

Continuity of the Board is something that we are not directly, explicitly addressing. Rather, our approach is to use the nomcomm to assist here.

== Leadership Committee versus Nominating Committee ==

''Geoff'':

One of the questions that is raised (and was just above) is the whole area of "board continuity" and how best to handle it. One standard approach (and the one we are historically most familiar with) is the notion of a ''nominating committee'' which produces a slate of candidates for the election. This committee is an ad-hoc committee (created for a short-lived period to accomplish a specific goal) specifically tasked with creating a balanced slate of candidates that represent the combination of skills required for the board, given the overall organisational context (maturity, mission, current goals, etc.).

Another approach, as described in the previous section (President, President-Elect, and Immediate Past President), is a much more formal advancement strategy from committee to board to secretary-treasurer to president. This scheme also has clear merit.

The interim board chose to create a standing '''Leadership Committee''', which performs the functions of the Nominating Committee, but which is also tasked with growing leadership talent in the greater community year-round, through guidance on the membership and chairmanship of other committees.

This question should be revisited regularly as the organisation grows in its operational maturity.

== Procedure for Amending the Bylaws ==

''Trey'':

We had two extremes to observe first-hand in considering this issue: on the one hand, the USENIX Association, which until recently had such straightjacketing bylaws amendment rules, requiring member vote, that even totally necessary amendments were extremely difficult to get passed; and on the other hand, SAGE STG, which had such a free hand with bylaws that they were sometimes changed on a monthly basis.

Neither seems correct. Necessary changes—for instance, replacing ''New Jersey'' with some other state if operations move—should be readily achievable without requiring member participation. But the board alone shouldn't have ''carte blanche'' to mess with the Bylaws willy-nilly.

Thus we reached a compromise: the board alone ''can'' amend the bylaws, but only with an intervening comment period followed by ratification. If there is an outcry from the membership, the board has a chance to reconsider before ratification. But for trivial changes, it only takes a short period to get them codified.

One note about the allowance for proxies: in general, proxies are a ''very bad'' idea, because a) it reduces the requirement for participation, and b) it is in conflict with the idea of free exercise of democracy. The former is obvious, but I'll explain the latter: let's say you've proxied your vote, in the affirmative, on a forthcoming motion to buy some property. If, at the meeting you cannot attend, I ''amend'' the motion—say, to buy some other property, or even to insert the word "not" somewhere!—how should your proxy be used? The existence of a proxy cannot bind those present to vote up-or-down; on the other hand, interpretation of a proxy's intent is not business a board should be getting into.

But in this one case, proxies were allowed because a ratification, by its nature, is up-or-down; amendments are not allowed. And given that, the increased participation available via proxy seems like a reasonable allowance. [[User:Trey|Trey]] 20:02, 17 Apr 2005 (EDT)

''Geoff'':

Everything Trey said, with one additional clarification: The system we chose acknowledges and deals with reality; a meeting cannot reasonably know in advance when an item of business will require a bylaw change. Thus the bylaw change can be proposed at any meeting during the course of normal business. But not all directors may have been present at the meeting, and so it is appropriate to freeze the amendment as approved by that first meeting and, subject to normal notice considerations, ratify the decision at a subsequent meeting, thus giving '''all''' directors an opportunity to cast a vote on the change. This prevents an item being considered by a board bloc, and ensures that every director can meet their ''due care'' obligations. --[[User:Geoff|Geoff]] 23:10, 17 Apr 2005 (EDT)

== Timing of Terms, Elections and General Meetings ==

''Geoff'':

The current discussion is about the these three topics and how they interrelate.

It is good to have a well-known term of office. Something like July 1st to June 30 (2 years) is easy to get.

Our problem is that the annual conference (presently LISA) moves around. Is it more important for the NomComm
to have the opportunity to hold a meeting with the members to discuss the forthcoming elections and the
responsibilities of running for office, or for those members who are at the annual meeting to have a chance
to meet the candidates? Is having a candidate forum in November too early for elections in March, for a
board that will take office in July? It would mean that the election process would start 9 months before
the new board took office!

''Trey'':

Another issue is that boards usually have an orderly transition as part of a meeting; it would be foolish to assume that a meeting of at least 10 busy people could take place on the same date every time.

At one point—not sure what the Bylaws state at the time you're reading this—the draft said "[the] election shall be held no earlier than 22 months and no later than 30 months after the prior election." The idea here was to allow for the changing timeframes of LISA and/or other events to be considered in the timing of election.

In the past, nominations have opened prior to LISA and closed shortly after. That allowed for a candidates' forum to include participants who had already decided to run, while giving a chance for the NomComm to find more in case the slate was sparse.

In general, candidates' forums have been well attended—but only "well-attended" from the point of view of a LISA BoF. If you assume that virtually all attendees would be voters, my guess is that perhaps 5-10% of the electorate have attended. This may or may not have bearing on the tradeoffs here. [[User:Trey|Trey]] 19:26, 17 Apr 2005 (EDT)

==Why Sturgis?==

''Trey'':

You may be wondering why we settled on Sturgis, rather than Robert's. Again, my idea, my fault, so I'll explain.

It's undeniably true that most organizations adopt Robert's. It's also undeniably true that most organizations don't even come close to ''following'' Robert's. It seems absurd to me that a board adopt a set of rules that they have no intention of using. Robert's is in most cases too heavy a rulebook for a board to use. For instance, a firm adherence to Robert's would mean:

* The President can only vote to break a tie
* The President cannot speak on non-procedural matters at all
* No one can speak three times on the same matter
* Each speaker is limited to ten minutes total on any matter

I don't think I've ''ever'' seen a board that operated under such requirements.

What often results is a streamlined, "mini-Robert's" of the board's own devising. You'll hear exchanges like the following:

* Member A: "I move that..."
* Member B: "Second!"
* Chair: "Discussion?" ''Discussion ensues.''
* Member A: "Question!"
* Member B: "Second!"
* Chair: "Question has been called, all in favor?"
* Members: "Aye!"
* Chair: "Opposed?"
* Other members: "Nay!"
* Chair: "In the opinion of the chair, the ayes have it--"
* Member C: "Division!"
* Chair: "Division has been called. All in favor, show of hands... all opposed, show of hands... by a vote of 5-4, the ayes have it."

Did you follow what just went on? Most importantly, did the motion just pass? The answer is ''no''—not yet; all that's happened is that the board has agreed to vote on the motion! This whole process took at least a couple minutes, and it's the ''streamlined'' version of Robert's.

Sturgis is far lighter-weight, and it is actually rather close to what boards really do: discuss, move, vote, with the chair exercising great latitude to move things along. [[User:Trey|Trey]] 20:31, 17 Apr 2005 (EDT)

Memos-to-members

2006-01-17T04:35:30Z

Dparter:

{{SAGE historical}}
== Memos-to-Members Archive ==

Memos-to-Members and other mail to all SAGE members starting with the June 2004 USENIX Board of Directors decision. I think I have them all (from my mail archives).

* [[SAGE Governance Restructuring (01 Jul 2004)]]

* [[SAGE Status Update (07 Jul 2004)]]

* [[August 2004 Memo to Members (11 Aug 2004)]]

* [[SAGE Memo to Members - October 2004 (1 Nov 2004)]]

* [[SAGE Memo-to-Members (December 2004) (16 Dec 2004)]]

* [[Call for nominations for the SAGE Board of Directors (11 Apr 2005)]]

* [[Memo-to-Members (April 2005) (27 Apr 2005)]]

USENIX Board Resolutions

2006-01-17T04:34:16Z

Dparter:

{{SAGE historical}}
= USENIX Board Resolutions Pertaining to SAGE as a Separate Association =

Source: http://www.usenix.org/about/minutes/

= 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.

== Motion ==

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)'''

List of Council members

2006-01-16T18:02:24Z

Dparter:

{{SAGE historical}}
Members of the SAGE Advisory Council:

* Elizabeth Zwicky
* Steve Simmons
* Æleen Frisch
* Bill LeFebvre
* Mark Verber
* Donal Cunningham
* Xev Gittler
* Amy Rich
* Tom Limoncelli
* Mark Burgess
* Alva Couch
* David Blank-Edelman
* Pat Wilson
* Adam Moskowitz
* Luke Kanies
* Phil Kizer
* Marius Strom
* Greg Rose

Memos to Members/27 April 2005

2006-01-16T17:56:31Z

Dparter:

{{SAGE historical}}
<pre>
Date: Wed, 27 Apr 2005 13:48:00 CDT
To: sage-members@sage.org
From: David Parter <dparter@cs.wisc.edu>
Subject: [SAGE] Memo-to-Members (April 2005)

SAGE Memo-to-Members
April 2005

1. LISA 2005 update

The deadline for LISA 2005 submissions is fast approaching -- May 10.
See http://www.usenix.org/events/lisa05/cfp/ for submission details

Make sure to reserve the dates now for attending LISA05: December 4-9,
San Diego CA. See http://www.usenix.org/events/lisa05/ for details

2. SAGE Transition status/news

At the recent USENIX Annual Technical Conference, the transition team
(Lorette Cheswick, Geoff Halprin, Trey Harris and David Parter) held
a well-attended BOF to update members and answer questions. We had a
good discussion about many issues related to the transition process
and organizing an independent SAGE.

Here are the highlights:

* LISA: A frequent question from the members regards the future of
the LISA conference. LISA will continue to be co-sponsored by
USENIX and SAGE, and will continue to be the premier System
Administration event.

* SAGE memberships and benefits continue unchanged -- please renew
when your membership expires! (Another frequent question)

* Incorporation: As previously reported, we have incorporated in New
Jersey, and filed with the IRS for 501c(3) non-profit tax-exempt
status. The transition team is now officially the Interim Board of
Trustees.

* Governance: we are continuing to refine the bylaws and establish
initial policies of the new SAGE. As previously reported:
- The Board will have 9 members, elected at large, for two-year terms
(Note: Elections will be by preferential voting)
- The Board will elect officers from within the Board

* Elections: see below

* Management: see below

* All the documents relating to the organization will be posted on the
web in the next few weeks. We will send email to sage-members to
let you know.

3. SAGE Elections

A few weeks ago email was sent to all SAGE members from the
Leadership Committee soliciting nominations for the SAGE Board of
Directors. If you are interested, please contact a member of the
Leadership Committee:
Esther Filderman <mizmoose@gmail.com>
Adam Moskowitz <adamm@menlo.com>
Mario Obejas <obejas@exile.esn.us.ray.com>
Greg Rose <ggr@qualcomm.com> (Leadership Committee chair)

The leadership committee held a well-attended BOF at the
recent USENIX Annual Technical Conference to discuss
nominations and the election procedures.

The election will be held online in early June. The new Board will
take office shortly after the elections.

4. SAGE Management

Using frequent flyer miles, vacation days, juggling consulting
clients, and start-up funding from USENIX, the Interim
Board/Transition Team is currently in the midst of a whirlwind
five-city tour to conduct on-site visits/interviews with the finalists
for an association management company (AMC) to provide management
services for the new SAGE.

Hiring an AMC is a cost-effective way to retain staff, establish an
office, and gain the expertise of professionals in association
management, without having to do it all ourselves (for more
information on AMCs, see http://www.iaamc.org/).

We recieved 19 proposals in reponse to our request for proposals, and
after review of the proposals and phone interviews, narrowed the list
to five finalists.

We expect to have an AMC selected in the next few weeks, at which
point we can begin planning for the transition of services and the
seating of the new Board of Directors. Having an AMC will also help
us to address the administrative/logistical details of the first
Board of Directors' election.

If you have any comments, feedback, questions, please contact us:

SAGE Transition Team/Interim Board: board@sage-members.org

David Parter
Your memo-to-members editor
dparter@sage.org
</pre>

Memos to Members/16 December 2004

2006-01-16T17:56:13Z

Dparter:

{{SAGE historical}}
<pre>
Date: Thu, 16 Dec 2004 10:57:27 CST
To: sage-members@sage.org
From: David Parter <dparter@cs.wisc.edu>
Subject: [SAGE] SAGE Memo-to-Members (December 2004)

SAGE Memo-to-Members
December 2004

1. LISA 2004 wrap-up and news

For those who couldn't attend, LISA 2004 (Atlanta, Nov. 14-19) was
very successful. We had about 1120 attendees, and feedback was very
positive. Congratulations and thank-you to all the speakers; Lee
Damon (Program Chair); the Program Committee; and the Invited Talks,
Guru-is-In and workshop coordinators; and to the USENIX staff and
everyone else involving in making LISA the great conference that it
is.

Next year's LISA Program Chair is David Blank-Edelman. You can
contact him with comments/ideas/questions at lisa05chair@usenix.org.

Also at LISA:

- Doug Hughes was the recipient of the first Chuck Yerkes Award for
Outstanding Individual Contribution on Member Forums.
Congratulations Doug!

- Brent Chapman was the recipient of the SAGE Outstanding Achievement
Award. Congratulations Brent!

- Short Topics Booklet #12 was released:

Building a Logging Infrastructure
by Abe Singer and Tina Bird

Booklet #12 is being mailing to all new members. It will be on the
sage.org website soon. If you want to order a printed copy, see
http://www.sage.org/pubs/ordering.mm

- New SAGE Polo Shirts were on sale at LISA, and will be available in
the future via the SAGE Store.

- Free SAGE Stickers (for laptops and other flat surfaces) were a big
hit: see http://www.sage.org/newsage/lisa2004stickers.gif

JD Welch donated the designs. The "Rules for Sysadmins" were
provided by William Annis. We are out of stickers now, but we
will be making more stickers (and adding designs) in the future.

- Contestants in the annual LISA QUIZ SHOW received framed copies of
the SAGE Code of Ethics (along with the usual pile of tech books)
as prizes (visit http://www.sage.org/ethics.mm for the text of the
code of ethics and a downloadable version suitable for framing).

- The SAGE transition team had a very productive open meeting with
members. The transition team provided an update on the transition
to an independent SAGE (see below). Other issues discussed included
governance, marketing, and improving communication.

2. SAGE Transition status/news

(note: much of this is taken from the slides prepared for the
community meeting, with updates and edits appropriate for an email
format).

First, we need to reiterate several important points:

* SAGE services will continue to be provided by USENIX until the
transition to a new SAGE organization. Rob Kolstad and the USENIX
office staff are still working on SAGE projects and services.

* SAGE memberships continue unchanged -- please renew when your
membership expires!

* LISA will continue to be co-sponsored by USENIX and SAGE, and
will continue to be the premier System Administration event.

The transition team (Lorette Cheswick, Geoff Halprin, Trey Harris,
and David Parter) and others have been devoting considerable
attention to understanding the organizational problems that have hurt
SAGE in the past, as well as to identification of our strengths.

During the transition, there will inevitably be some cases of "One
step back, two steps forward." It is our goal that the "two steps forward"
will happen in a timely manner. Setting up a new organization and
coordinating with USENIX will inevitably lead to instances where we
miss opportunities, or are slow to deal with things.

The creation of a new, independent SAGE will allow us to move
forward on our agenda in a more aggressive, wide-reaching way. We
will have much more flexibility, but with independence comes
responsibility -- and teething problems.

In examining lessons learned from the past, a few issues stand out:

* The independence issue has been put to rest: the question has
been decided, we are moving on

* Opportunities for volunteerism have been scattered,
under-utilized, poorly organized, and frustrating for volunteers

* We have had a failure to communicate (and the tardiness of this
memo to members is not a sign of improvement -- as we are well
aware!)

We have identified three preliminary points to address those
problems:

* Better communications: The organization and the members must
be connected. Ideas that have been discussed include better use
of mailing lists, wikis, and sending the "memo to members" on a
regular (scheduled) basis

* Better member involvement: More volunteer opportunities, with
more support and satisfaction for volunteers

* Better leadership development: This flows naturally from a more
involved and connected membership, but that isn't enough. Instead
of ad-hoc Nominating Committees (for the elections) every two
years, we will be putting together a standing Leadership
Development Committee. The Leadership committee is tasked with
developing and nurturing SAGE leadership at all levels, and
serving as the nominating committee for Board elections.

Incorporation:

In accordance with the roadmap established by the USENIX Board of
Directors, the SAGE Transition Team has filed the paperwork for
incorporation (in New Jersey) and applied for tax-exempt
status. The transition team is now officially the Interim Board of
Trustees.

This has been submitted to the USENIX Board of Directors, who have
accepted it pending verification.

We are awaiting verification and clarification of some details
from the State of NJ.

Governance:

We have been drafting the bylaws for the new SAGE, and have
established the following:

- The Board will have 9 members, elected at large, for two-year
terms (Note: Elections will be by preferential voting)

- The Board will elect officers from within the Board

- Elections for the first full board are targeted for March,
2005.

- As discussed above, nominations for the Board will be handled by
the Leadership Development Committee (to be named). Nominations
can also be made directly by members.

Management:

We have been exploring our options for how to manage the
organization day-to-day. Options range from hiring our own staff
to contracting with a company that specializes in association
management. Most likely we will end up with a hybrid: An
association management company for administrative and other tasks
common to most associations, and individual contracts for
SAGE-specific services as appropriate.

3. How you can get involved

Right now, we don't have the capability to effectively use a lot of
volunteers -- but there are things that members can do to help:

- Stay involved, and keep caring

- Renew your SAGE membership, and recruit your co-workers and other
sysadmins to join.

- Participate in your local SAGE group, and bring along some of your
co-workers. If you don't have a local SAGE group, help start one!
Participation in local groups is the most effective way for most
members to make a difference right now.

- If you have business experience, and have the time to help us
review our business/management/administrative options, please
contact us.

- If you have marketing experience, and have time to help, or ideas
about how we should market SAGE (including a better answer to the
question of why a system administrator should join SAGE), please
let us know

- If you have experience with member/community-oriented web sites
(such as what sage.org could/should be), and have time to
participate in either the technical or editorial direction of
the sage.org web site, please let us know.

4. Contact info:

* SAGE Transition Team/Interim Board: board@sage-members.org

* SAGE Coordinating Committee: sagecom@usenix.org

* SAGE member services: kolstad@sage.org
tara@sage.org

David Parter
Your memo-to-members editor
dparter@sage.org
</pre>

Memos to Members/11 August 2004

2006-01-16T17:55:44Z

Dparter:

{{SAGE historical}}
<pre>
Date: Wed, 11 Aug 2004 20:38:19 EDT
To: sage-members@sage.org
From: Geoff Halprin <geoff@sage.org>
Subject: [SAGE] August 2004 Memo to Members

SAGE Memo To Members - August 2004
----------------------------------

It has been a month since the previous update was sent to members.
It's time for another update.

To recap:
At the June 27 USENIX Board of Directors meeting it was decided to
dissolve the STG model governing SAGE, and to support the creation
of an independent non-profit SAGE. USENIX is committed to continuing
all SAGE services, and is continuing to operate those services
during the transition period.

The SAGE Executive Committee held a teleconference on July 7th to
discuss the situation and how to proceed. The conclusion of the
discussion is that moving ahead to form an independent SAGE is the
right thing to do. Geoff Halprin, Trey Harris and David Parter were
appointed to the core transition team, which will also serve as the
interim board of the new organisation.

Since then, the following steps have been taken:

1. Lorette Cheswick has joined the Interim Board.

2. Lorette is organizing the paperwork and consulting with other non-
profit organizations, lawyers and accountants with the intention of
registering as a 501(c)(3) charitable non-profit organization.
Lorette has previous experience with several non-profits.

3. 23 members of the system administration community were invited to
join the new SAGE Advisory Council, in order to give the interim
board wider, more diverse points of view and experiences as we
consider various issues in organizing the new SAGE.

To date, the following people have joined the advisory council:

Elizabeth Zwicky, Steve Simmons, Aeleen Frisch, Bill LeFebvre,
Mark Verber, Donal Cunningham, Xev Gittler, Amy Rich,
Tom Limoncelli, Mark Burgess, Alva Couch, David Blank-Edelman,
Pat Wilson, Adam Moskowitz, Luke Kanies, Phil Kizer, and
Marius Strom.

We are awaiting responses from a few others. We may add further
members to the council as appropriate.

4. Chris Palmer, Marius Strom and Phillip Steinbachs have helped us
setup an interim mail server and wiki for use during the transition.
(Normal services continue to be found at sage.org.)

The interim board can be reached at <board@sage-members.org>.

5. The following tasks have been assigned to the members of the
core team:

Lorette Cheswick
- Investigation and formation of legal structure (501c3).
- Drafting of initial rules, by-laws and policies.

Geoff Halprin
- Operations model. As part of establishing a new assocation, we
must address the areas of front-office and back-office functions
(member enquiries, press enquiries, fulfillment, renewals, etc.)
Geoff is investigating how best to address this area.

David Parter
- Online services transition. Most of SAGE's services are delivered
online, either via the web site or via mailing lists. Work must be
performed to create the necessary infrastructure and to migrate
services.

Trey Harris
- Draft an initial list of questions to submit to the advisory
council.

### MOVING FORWARD

There are a number of steps involved in creating a new organisation,
and many choices we must make as we proceed along this path. We will
be seeking the advice of the council as appropriate, and we will be
seeking help from the greater membership. Some of the issues that will
be determined over the coming months are:

1. Governance issues

Draft bylaws and policy documents will be drawn up and circulated
to the advisory council for discussion.

2. Organizational/management issues

We have to decide on how the organization will be managed. The two
options are to hire an association management company or to hire a
part-time office manager/administrative assistant to establish an
office, maintain the books, and assist in organizing the various
tasks.

3. Schedule and budget

A realistic schedule of milestones for both organizational
objectives and for program transfer needs to be established.

An interim budget for the organisation needs to be established.

4. IT plans

We need to establish an IT infrastructure, both for the SAGE online
presence and for "back office" operations.

5. Program plan

We must develop an initial plan for which new programs to offer,
and their relative priorities.

### TASK TEAMS/VOLUNTEERS

It is our intention to work with the advisory council and the wider
membership to recruit task-oriented volunteer teams to carry out
many of the organizational and progam-related tasks. Expect to hear
more about this in the next few weeks, as we identify specific areas
and tasks.

### IN CONCLUSION

SAGE is moving forward on its plan to create a viable, independent
professional assocation for system administrators. Much of this work
will be behind the scenes, but there will be significant venues for
members to contribute.

The most important things right now are to continue the activities of
the sage-members forum and the SAGE local groups, contribute news
articles to the sage-news editors, and to recruit attendees for the
annual LISA conference (http://www.usenix.org/events/lisa04/).

We welcome your comments and contributions.

Warm regards,

The SAGE Interim Board
(Geoff Halprin, David Parter, Trey Harris, Lorette Cheswick)
board@sage-members.org
</pre>

Memos to Members/1 November 2004

2006-01-16T17:55:23Z

Dparter:

{{SAGE historical}}
<pre>
Date: Mon, 01 Nov 2004 07:42:48 EST
To: sage-members@sage.org
From: Geoff Halprin <geoff@sage.org>
Subject: [SAGE] SAGE Memo to Members - October 2004

SAGE Memo to Members - October 2004
-----------------------------------

In This Issue:
1. The creation of an independent SAGE
2. Association operations
3. The Chuck Yerkes award
4. LISA 2004

Greetings one and all,

This is a very exciting time for SAGE.

As you are aware, SAGE is separating from USENIX, and becoming
a non-profit corporation in its own right. We believe strongly
that this is essential for the future health of the organisation,
and will allow us to pursue our vision of the future of system
administration as a profession, and of SAGE as the professional
association for system administrators.

For all of the obvious and valuable synergies between SAGE and USENIX,
the two organisations have always had different and sometimes
conflicting agendas. With this new phase of SAGE's existence, we will
be able to continue to work closely with USENIX as in the past, but we
will now also be able to address our broader agenda as a professional
association.

In the short term, there will obviously be some teething problems, and
some delays in introducing new programs. We ask for your patience, and
of course, for your contributions.

In this issue, we have included some more detail about the transition
process, as well as a number of other topics. We hope you enjoy the
read.

There will be an extended community meeting at LISA. We hope to see
many of you there.

Warm regards,

The SAGE Interim Board
(Geoff Halprin, David Parter, Trey Harris, Lorette Cheswick)
board@sage-members.org

### 1. The Creation of an Independent SAGE

As you will be aware from the previous few memos, SAGE is in the
process of creating a separate non-profit organization, independent
of USENIX, to which all SAGE activities, assets and members will be
transferred.

There are essentially three phases to this process:
1. Create the new legal entity;
2. Transfer assets; and
3. Complete the transition.

This first step includes registering the non-profit corporation,
writing the initial set of bylaws and policies, and submitting
paperwork to the IRS to register for non-profit status.

It has been the intent of the transition board to complete this
first step by LISA 2004, which is now only a few weeks away. We
are on track with this first milestone.

Once we complete this work, and the USENIX Board certifies that
we have completed the tasks necessary, we will begin the phased
transition of services and members to this new entity. We will
be doing this in a staggered fashion over several months, in
order to minimise the impact on our services.

Six to twelve months after step 2 is concluded, the new SAGE will
demonstrate to the USENIX Board that we have met our obligations and
are a viable entity, at which point the transition will be completed
with the final transfer of SAGE assets to the new SAGE.

### 2. Association Operations

As part of creating an ongoing concern, we must look at how to staff
the association. The two major options are to staff a new office from
scratch, or to outsource management to an organisation that
specialises in provision of association management services.

To explore our options further, in September the board issued a
Request For Proposals (RFP) to a number of assocation management
companies through the International Assocation of Association
Management Companies. [Say that seven times fast!]

We have received 17 proposals, and are now in the process of
evaluating these in order to determine whether one of these companies
represents a good fit for SAGE and will help us to deliver services
and grow the organisation.

In the meantime, services continue to be provided by USENIX, and
we are assembling teams to manage the transition of services and
IT functions.

### 3. Chuck Yerkes Award

As subscribers to sage-members are aware, Chuck Yerkes, a valued
member of the SAGE community, passed away on August 27th. This is a
terrible loss to the SAGE/system administration community. Chuck was a
regular contributor to the list, and always helpful and generous with
his time and knowledge.

In honour of his many contributions, SAGE is pleased to announce that
we have created a new award:

"The Chuck Yerkes Award for outstanding individual contribution on
member forums."

(a.k.a. "The Yerkes Award for Conspicuous Generosity of Clue.")

This will be an annual award, presented to the person (or people)
judged to have most significantly contributed to the mentoring of
their peers through contributions on the various SAGE member
forums (sage-members, SAGEnews, SAGEwire, IRC, etc.).

The inaugural award will be presented at LISA 2004 in Atlanta.

### 4. LISA 2004

We are in the run up to LISA, and the program looks as good as ever!

LISA continues to be the preeminent systems administration conference
on the yearly calendar. It is the most significant training and
professional development opportunity for you and your colleagues. This
year there are training sessions (tutorials) on every day. The
conference program is, again, an excellent, wide-ranging collection of
research and practical papers covering all aspects of the profession.
Lee Damon and his team have done a fantastic job pulling together this
conference.

So, have you registered? http://www.usenix.org/events/lisa04/

LISA remains the major SAGE member event of the year. SAGE will be
conducting an extended community meeting at LISA, to give us time to
hear from you about your concerns and desires for the organisation.

If you or your colleagues hail from the US South East (Georgia,
Florida, Mississippi, Alabama, DC, Virginia, Tennessee), then this is
the first time that LISA has been in the area in quite a while. We
would like to encourage you to pass on the conference information to
all your peers in the area.

We hope to see you there.

--
The SAGE Transition Team
board@sage-members.org
</pre>

Memo-to-Members (April 2005) (27 Apr 2005)

2006-01-16T17:55:04Z

Dparter:

{{SAGE historical}}
To: sage-members@sage.org
Subject: [SAGE] Memo-to-Members (April 2005)
Date: Wed, 27 Apr 2005 13:48:00 -0500
From: David Parter <dparter@cs.wisc.edu>

SAGE Memo-to-Members
April 2005

1. LISA 2005 update

The deadline for LISA 2005 submissions is fast approaching -- May 10.
See http://www.usenix.org/events/lisa05/cfp/ for submission details

Make sure to reserve the dates now for attending LISA05: December 4-9,
San Diego CA. See http://www.usenix.org/events/lisa05/ for details

2. SAGE Transition status/news

At the recent USENIX Annual Technical Conference, the transition team
(Lorette Cheswick, Geoff Halprin, Trey Harris and David Parter) held
a well-attended BOF to update members and answer questions. We had a
good discussion about many issues related to the transition process
and organizing an independent SAGE.

Here are the highlights:

* LISA: A frequent question from the members regards the future of
the LISA conference. LISA will continue to be co-sponsored by
USENIX and SAGE, and will continue to be the premier System
Administration event.

* SAGE memberships and benefits continue unchanged -- please renew
when your membership expires! (Another frequent question)

* Incorporation: As previously reported, we have incorporated in New
Jersey, and filed with the IRS for 501c(3) non-profit tax-exempt
status. The transition team is now officially the Interim Board of
Trustees.

* Governance: we are continuing to refine the bylaws and establish
initial policies of the new SAGE. As previously reported:
- The Board will have 9 members, elected at large, for two-year terms
(Note: Elections will be by preferential voting)
- The Board will elect officers from within the Board

* Elections: see below

* Management: see below

* All the documents relating to the organization will be posted on the
web in the next few weeks. We will send email to sage-members to
let you know.

3. SAGE Elections

A few weeks ago email was sent to all SAGE members from the
Leadership Committee soliciting nominations for the SAGE Board of
Directors. If you are interested, please contact a member of the
Leadership Committee:
Esther Filderman <mizmoose@gmail.com>
Adam Moskowitz <adamm@menlo.com>
Mario Obejas <obejas@exile.esn.us.ray.com>
Greg Rose <ggr@qualcomm.com> (Leadership Committee chair)

The leadership committee held a well-attended BOF at the
recent USENIX Annual Technical Conference to discuss
nominations and the election procedures.

The election will be held online in early June. The new Board will
take office shortly after the elections.

4. SAGE Management

Using frequent flyer miles, vacation days, juggling consulting
clients, and start-up funding from USENIX, the Interim
Board/Transition Team is currently in the midst of a whirlwind
five-city tour to conduct on-site visits/interviews with the finalists
for an association management company (AMC) to provide management
services for the new SAGE.

Hiring an AMC is a cost-effective way to retain staff, establish an
office, and gain the expertise of professionals in association
management, without having to do it all ourselves (for more
information on AMCs, see http://www.iaamc.org/).

We recieved 19 proposals in reponse to our request for proposals, and
after review of the proposals and phone interviews, narrowed the list
to five finalists.

We expect to have an AMC selected in the next few weeks, at which
point we can begin planning for the transition of services and the
seating of the new Board of Directors. Having an AMC will also help
us to address the administrative/logistical details of the first
Board of Directors' election.

If you have any comments, feedback, questions, please contact us:

SAGE Transition Team/Interim Board: board@sage-members.org

David Parter
Your memo-to-members editor
dparter@sage.org

SAGE Status Update (07 Jul 2004)

2006-01-16T17:54:37Z

Dparter:

{{SAGE historical}}
To: sage-members@sage.org
Subject: [SAGE] SAGE Status Update
Date: Wed, 07 Jul 2004 10:33:29 -0500
From: David Parter <dparter@cs.wisc.edu>

The SAGE Executive Committee held a conference call this afternoon to
take stock of where we stand after the events of the last week.

To recap: The SAGE STG structure has been dissolved effective 30 June
2004, replaced by a committee (appointed by the USENIX Board) which will
oversee existing SAGE services. The USENIX Board empowered the SAGE
Executive Committee to investigate and create a separate non-profit
organization, to which services and assets will be transferred.

The discussion touched on many issues, including the need to do a good
assessment of the strengths and weaknesses of the SAGE Exec and SAGE of
the past few years.

The conclusion of the discussion is that moving ahead to form an
independent SAGE is the right thing to do.

The initial steps of that process are the formation of a core transition
team, and a wider advisory council.

The initial core transition team is Geoff Halprin, Trey Harris and David
Parter. A few additional members will be added.

It has been suggested that task-specific teams be formed (from the core
team, the advisory council and others) in order to best use volunteer
time and expertise, and avoid overloading the core team and prevent
general burnout.

We hope to have a small core team to get the job done efficiently, and
yet still invite wider participation from the community, which will be
necessary for SAGE's long-term success.

We will be recruiting both the wider advisory council and a few more
members for the core transition team between now and the end of the
month. Both groups should be up-and-running by the end of July.

We will have some mailing lists and email aliases set up shortly.

Stay tuned.

Thanks for your continuing concern and input,

Geoff Halprin
Trey Harris
David Parter,
SAGE core transition team

SAGE Memo-to-Members (December 2004) (16 Dec 2004)

2006-01-16T17:54:14Z

Dparter:

{{SAGE historical}}
To: sage-members@sage.org
Subject: [SAGE] SAGE Memo-to-Members (December 2004)
Date: Thu, 16 Dec 2004 10:57:27 -0600
From: David Parter <dparter@cs.wisc.edu>

SAGE Memo-to-Members
December 2004

1. LISA 2004 wrap-up and news

For those who couldn't attend, LISA 2004 (Atlanta, Nov. 14-19) was
very successful. We had about 1120 attendees, and feedback was very
positive. Congratulations and thank-you to all the speakers; Lee
Damon (Program Chair); the Program Committee; and the Invited Talks,
Guru-is-In and workshop coordinators; and to the USENIX staff and
everyone else involving in making LISA the great conference that it
is.

Next year's LISA Program Chair is David Blank-Edelman. You can
contact him with comments/ideas/questions at lisa05chair@usenix.org.

Also at LISA:

- Doug Hughes was the recipient of the first Chuck Yerkes Award for
Outstanding Individual Contribution on Member Forums.
Congratulations Doug!

- Brent Chapman was the recipient of the SAGE Outstanding Achievement
Award. Congratulations Brent!

- Short Topics Booklet #12 was released:

Building a Logging Infrastructure
by Abe Singer and Tina Bird

Booklet #12 is being mailing to all new members. It will be on the
sage.org website soon. If you want to order a printed copy, see
http://www.sage.org/pubs/ordering.mm

- New SAGE Polo Shirts were on sale at LISA, and will be available in
the future via the SAGE Store.

- Free SAGE Stickers (for laptops and other flat surfaces) were a big
hit: see http://www.sage.org/newsage/lisa2004stickers.gif

JD Welch donated the designs. The "Rules for Sysadmins" were
provided by William Annis. We are out of stickers now, but we
will be making more stickers (and adding designs) in the future.

- Contestants in the annual LISA QUIZ SHOW received framed copies of
the SAGE Code of Ethics (along with the usual pile of tech books)
as prizes (visit http://www.sage.org/ethics.mm for the text of the
code of ethics and a downloadable version suitable for framing).

- The SAGE transition team had a very productive open meeting with
members. The transition team provided an update on the transition
to an independent SAGE (see below). Other issues discussed included
governance, marketing, and improving communication.

2. SAGE Transition status/news

(note: much of this is taken from the slides prepared for the
community meeting, with updates and edits appropriate for an email
format).

First, we need to reiterate several important points:

* SAGE services will continue to be provided by USENIX until the
transition to a new SAGE organization. Rob Kolstad and the USENIX
office staff are still working on SAGE projects and services.

* SAGE memberships continue unchanged -- please renew when your
membership expires!

* LISA will continue to be co-sponsored by USENIX and SAGE, and
will continue to be the premier System Administration event.

The transition team (Lorette Cheswick, Geoff Halprin, Trey Harris,
and David Parter) and others have been devoting considerable
attention to understanding the organizational problems that have hurt
SAGE in the past, as well as to identification of our strengths.

During the transition, there will inevitably be some cases of "One
step back, two steps forward." It is our goal that the "two steps forward"
will happen in a timely manner. Setting up a new organization and
coordinating with USENIX will inevitably lead to instances where we
miss opportunities, or are slow to deal with things.

The creation of a new, independent SAGE will allow us to move
forward on our agenda in a more aggressive, wide-reaching way. We
will have much more flexibility, but with independence comes
responsibility -- and teething problems.

In examining lessons learned from the past, a few issues stand out:

* The independence issue has been put to rest: the question has
been decided, we are moving on

* Opportunities for volunteerism have been scattered,
under-utilized, poorly organized, and frustrating for volunteers
* We have had a failure to communicate (and the tardiness of this
memo to members is not a sign of improvement -- as we are well
aware!)

We have identified three preliminary points to address those
problems:

* Better communications: The organization and the members must
be connected. Ideas that have been discussed include better use
of mailing lists, wikis, and sending the "memo to members" on a
regular (scheduled) basis

* Better member involvement: More volunteer opportunities, with
more support and satisfaction for volunteers

* Better leadership development: This flows naturally from a more
involved and connected membership, but that isn't enough. Instead
of ad-hoc Nominating Committees (for the elections) every two
years, we will be putting together a standing Leadership
Development Committee. The Leadership committee is tasked with
developing and nurturing SAGE leadership at all levels, and
serving as the nominating committee for Board elections.

Incorporation:

In accordance with the roadmap established by the USENIX Board of
Directors, the SAGE Transition Team has filed the paperwork for
incorporation (in New Jersey) and applied for tax-exempt
status. The transition team is now officially the Interim Board of
Trustees.

This has been submitted to the USENIX Board of Directors, who have
accepted it pending verification.

We are awaiting verification and clarification of some details
from the State of NJ.

Governance:

We have been drafting the bylaws for the new SAGE, and have
established the following:

- The Board will have 9 members, elected at large, for two-year
terms (Note: Elections will be by preferential voting)

- The Board will elect officers from within the Board

- Elections for the first full board are targeted for March,
2005.

- As discussed above, nominations for the Board will be handled by
the Leadership Development Committee (to be named). Nominations
can also be made directly by members.

Management:

We have been exploring our options for how to manage the
organization day-to-day. Options range from hiring our own staff
to contracting with a company that specializes in association
management. Most likely we will end up with a hybrid: An
association management company for administrative and other tasks
common to most associations, and individual contracts for
SAGE-specific services as appropriate.

3. How you can get involved

Right now, we don't have the capability to effectively use a lot of
volunteers -- but there are things that members can do to help:

- Stay involved, and keep caring

- Renew your SAGE membership, and recruit your co-workers and other
sysadmins to join.

- Participate in your local SAGE group, and bring along some of your
co-workers. If you don't have a local SAGE group, help start one!
Participation in local groups is the most effective way for most
members to make a difference right now.

- If you have business experience, and have the time to help us
review our business/management/administrative options, please
contact us.

- If you have marketing experience, and have time to help, or ideas
about how we should market SAGE (including a better answer to the
question of why a system administrator should join SAGE), please
let us know

- If you have experience with member/community-oriented web sites
(such as what sage.org could/should be), and have time to
participate in either the technical or editorial direction of
the sage.org web site, please let us know.

4. Contact info:

* SAGE Transition Team/Interim Board: board@sage-members.org

* SAGE Coordinating Committee: sagecom@usenix.org

* SAGE member services: kolstad@sage.org
tara@sage.org

David Parter
Your memo-to-members editor
dparter@sage.org

SAGE Memo to Members - October 2004 (1 Nov 2004)

2006-01-16T17:53:49Z

Dparter:

{{SAGE historical}}
Date: Mon, 1 Nov 2004 07:42:48 -0500
From: Geoff Halprin <geoff@sage.org>
To: sage-members@sage.org
Subject: [SAGE] SAGE Memo to Members - October 2004

SAGE Memo to Members - October 2004
-----------------------------------

In This Issue:
1. The creation of an independent SAGE
2. Association operations
3. The Chuck Yerkes award
4. LISA 2004

Greetings one and all,

This is a very exciting time for SAGE.

As you are aware, SAGE is separating from USENIX, and becoming
a non-profit corporation in its own right. We believe strongly
that this is essential for the future health of the organisation,
and will allow us to pursue our vision of the future of system
administration as a profession, and of SAGE as the professional
association for system administrators.

For all of the obvious and valuable synergies between SAGE and USENIX,
the two organisations have always had different and sometimes
conflicting agendas. With this new phase of SAGE's existence, we will
be able to continue to work closely with USENIX as in the past, but we
will now also be able to address our broader agenda as a professional
association.
In the short term, there will obviously be some teething problems, and
some delays in introducing new programs. We ask for your patience, and
of course, for your contributions.

In this issue, we have included some more detail about the transition
process, as well as a number of other topics. We hope you enjoy the
read.

There will be an extended community meeting at LISA. We hope to see
many of you there.

Warm regards,

The SAGE Interim Board
(Geoff Halprin, David Parter, Trey Harris, Lorette Cheswick)
board@sage-members.org

### 1. The Creation of an Independent SAGE

As you will be aware from the previous few memos, SAGE is in the
process of creating a separate non-profit organization, independent
of USENIX, to which all SAGE activities, assets and members will be
transferred.

There are essentially three phases to this process:
1. Create the new legal entity;
2. Transfer assets; and
3. Complete the transition.

This first step includes registering the non-profit corporation,
writing the initial set of bylaws and policies, and submitting
paperwork to the IRS to register for non-profit status.

It has been the intent of the transition board to complete this
first step by LISA 2004, which is now only a few weeks away. We
are on track with this first milestone.

Once we complete this work, and the USENIX Board certifies that
we have completed the tasks necessary, we will begin the phased
transition of services and members to this new entity. We will
be doing this in a staggered fashion over several months, in
order to minimise the impact on our services.

Six to twelve months after step 2 is concluded, the new SAGE will
demonstrate to the USENIX Board that we have met our obligations and
are a viable entity, at which point the transition will be completed
with the final transfer of SAGE assets to the new SAGE.

### 2. Association Operations

As part of creating an ongoing concern, we must look at how to staff
the association. The two major options are to staff a new office from
scratch, or to outsource management to an organisation that
specialises in provision of association management services.

To explore our options further, in September the board issued a
Request For Proposals (RFP) to a number of assocation management
companies through the International Assocation of Association
Management Companies. [Say that seven times fast!]

We have received 17 proposals, and are now in the process of
evaluating these in order to determine whether one of these companies
represents a good fit for SAGE and will help us to deliver services
and grow the organisation.

In the meantime, services continue to be provided by USENIX, and
we are assembling teams to manage the transition of services and
IT functions.

### 3. Chuck Yerkes Award

As subscribers to sage-members are aware, Chuck Yerkes, a valued
member of the SAGE community, passed away on August 27th. This is a
terrible loss to the SAGE/system administration community. Chuck was a
regular contributor to the list, and always helpful and generous with
his time and knowledge.

In honour of his many contributions, SAGE is pleased to announce that
we have created a new award:

"The Chuck Yerkes Award for outstanding individual contribution on
member forums."

(a.k.a. "The Yerkes Award for Conspicuous Generosity of Clue.")

This will be an annual award, presented to the person (or people)
judged to have most significantly contributed to the mentoring of
their peers through contributions on the various SAGE member
forums (sage-members, SAGEnews, SAGEwire, IRC, etc.).

The inaugural award will be presented at LISA 2004 in Atlanta.

### 4. LISA 2004

We are in the run up to LISA, and the program looks as good as ever!

LISA continues to be the preeminent systems administration conference
on the yearly calendar. It is the most significant training and
professional development opportunity for you and your colleagues. This
year there are training sessions (tutorials) on every day. The
conference program is, again, an excellent, wide-ranging collection of
research and practical papers covering all aspects of the profession.
Lee Damon and his team have done a fantastic job pulling together this
conference.

So, have you registered? http://www.usenix.org/events/lisa04/

LISA remains the major SAGE member event of the year. SAGE will be
conducting an extended community meeting at LISA, to give us time to
hear from you about your concerns and desires for the organisation.

If you or your colleagues hail from the US South East (Georgia,
Florida, Mississippi, Alabama, DC, Virginia, Tennessee), then this is
the first time that LISA has been in the area in quite a while. We
would like to encourage you to pass on the conference information to
all your peers in the area.

We hope to see you there.

--
The SAGE Transition Team
board@sage-members.org

SAGE Governance Restructuring (01 Jul 2004)

2006-01-16T17:53:13Z

Dparter:

{{SAGE historical}}
To: sage-members@sage.org
Subject: [SAGE] SAGE Governance Restructuring
Date: Thu, 01 Jul 2004 15:35:45 -0500
From: David Parter <dparter@cs.wisc.edu>

As you probably know by now, the USENIX Board of Directors has dissolved
the SAGE STG, with a committment to continuing to serve the system
administration community, and an option for an independent SAGE to be
formed, to which USENIX will transfer SAGE assets and services.

There has been no public discussion of this because we have been
operating in a constantly changing situation in a very tightly
compressed timeframe -- about 3 weeks, including this week at the
USENIX annual technical conference.

Early next week the sage executive committee will have a conference call
to catch up and take stock on where exactly we are. Immediately after
that, we will update everyone on the situation.

It is our intent to form a small transition team (with some members from
the current sage-exec and some new members with relevent experience) and
a wider advisory council to guide the formation of an independent SAGE.

The exact direction and steps we take will depend on the feedback from and
participation of the community. Members of the exec who are at
USENIX have been having extensive conversations with various members
of the community at the conference.

The three milestones for an independent SAGE are:

1. creation of a nonprofit SAGE organization and application for 501c3
status
2. transfer of services and assets

3. successful operation and viability as an organization

To answer some already frequently ask questions:

1) What about LISA?

USENIX will continue the LISA conference. SAGE will continue to
be a co-sponsor, and share in the revenue. LISA will continue
to be SAGE's primary annual conference.

2) How will this affect services?

All current SAGE services and activities will continue, until they
are transfered to an independent SAGE.

3) Who will manage SAGE services in the interim?

The USENIX Board of Directors has appointed a committee to
oversee SAGE operations. It currently consists of Jon "Maddog"
Hall and Geoff Halprin (USENIX Board and SAGE); David Parter
(SAGE); and Mike Jones (USENIX Board). Another SAGE member may
be added.

The compressed timeframe of the discussions with the USENIX Board and
the decision by the USENIX Board to dissolve the SAGE STG immediately
have prevented us from consulting the wider community before now.
Despite the obvious turmoil and uncertainty, this is an exciting
opportunity for SAGE.

Reporting from USENIX,

David Parter and Geoff Halprin

LOPSA Policies/Foundation Election Arrangements

2006-01-16T17:50:52Z

Dparter:

{{SAGE not historical}}
=== [[SAGE Policies/Foundation Election Arrangements|Foundation Election Arrangements]] ===
{{policy approved by email|16 June 2005}}

''Policy amended on {{IB Minutes link|27 June 2005}}'':

That the Assocation allow all members of the "SAGE" class of USENIX
membership that are in good standing as of 2005-06-20 12pm PDT
to cast votes in the June 2005 Election for Directors of the
Association; and that the Directors so elected shall be granted full member status of the Association, and will be Directors of the Association, commencing at the first meeting of the new term in July (per the Rules), with expiry coincident to the expiry
of the current term of their USENIX membership.

LOPSA Policies/Corporate seal

2006-01-16T17:48:57Z

Dparter:

{{SAGE not historical}}
=== [[SAGE Policies/Corporate seal|Corporate seal]] ===
{{IB Policy approved|14 April 2005}}

That SAGE shall use signature in lieu of corporate seal.

SAGE Sponsorship Levels and Benefits

2006-01-16T17:44:32Z

Dparter:

{{SAGE not historical}}
Interested in helping SAGE create the future? Let us know - send mail to [mailto:board@sage-members.org board@sage-members.org]. And thanks for your support!

To show our gratitude to "early adopters", any sponsor registering before '''August 1st, 2006''' will be designated a "SAGE Founding Sponsor".

=== For Individuals ===

{| {{prettytable}}
! Level !! Minimum Donation !! Benefits*
|-----
! Contributor
| $50
|
* Text acknowledgement on SAGE Contributor page
* "SAGE Supporter" graphic including level for your web site**
|-----
! Bronze
| $100
| mention in Memo to Members in the month following donation
|-----
! Silver
| $250
|
|-----
! Gold
| $500
|
|-----
! Platinum
| $1000
| "SAGE Contributor" plaque for home or office display
|-----
! Diamond
| $5000
| Verbal acknowledgement at SAGE-sponsored events
|-----
|}
* *Specific level benefits are inclusive of benefits for all previous levels
* **Subject to appropriate rules of use

=== For Consultants ===

{| {{prettytable}}
! Level !! Minimum Donation !! Benefits*
|-----
! Contributor
| $100
|
* Text acknowledgement on SAGE Consultant page
* "SAGE Consultant" graphic including level for your web site**
|-----
! Bronze
| $500
| Mention in Memo to Members the month following donation
|-----
! Silver
| $1000
| URL link to consultant's web site on SAGE Consultant page
|-----
! Gold
| $2500
| Mention in Memo to Members twice yearly
|-----
! Platinum
| $5000
|
* Click-thru logo to consultant's web site on SAGE Consultant page
* "SAGE Consultant" plaque for home or office display
|-----
! Diamond
| $10000
| Verbal acknowledgement at SAGE-sponsored events
|-----
|}
* *Specific level benefits are inclusive of benefits for all previous levels
* **Subject to appropriate rules of use

=== For Corporations ===

{| {{prettytable}}
! Level !! Minimum Donation !! Benefits*
|-----
! Contributor
| $1000
|
* Access to all SAGE membership websites and online services
* Mention in "Memo to Members" the month following donation
* Acknowledgement in the SAGE-provided LISA '''onsite''' conference materials
* Your click-thru name on "SAGE Sponsors" page**
* "SAGE Sponsor" graphic indicating level for use on your website**
|-----
! Bronze
| $5000
|
* Mention in "Memo to Members" twice a year (includes the month following donation)
* One-time use of SAGE postal mail list at half the list value***
* "SAGE Sponsor" plaque indicating level for office and/or booth at trade shows
* Your click-thru logo on "SAGE Sponsors" page**
|-----
! Silver
| $10K
|
* Mention in "Memo to Members" four times a year (includes the month following donation)
* Full set of SAGE Short Topics In Systems Administration booklets ($165 value)
* Verbal acknowledgement at SAGE-sponsored events
|-----
! Gold
| $25K
|
* Mention in "Memo to Members" each month
* Registration of up to five SAGE Individual memberships ($225 value)
* Named sponsorship of a single event/half-day continuing event at a SAGE-sponsored conference**
* Distribution of marketing materials at SAGE booth(s)
|-----
! Platinum
| $50K
|
* Registration of an additional five (total 10) individual SAGE members ($450 value)
* Your click-through logo or company name in the footer of every SAGE web page**
* Name/logo on SAGE banners at events
* Named sponsorship of an additional (total 2) event/full-day continuing event at a SAGE-sponsored conference**
|-----
! Diamond
| $100K
| To Be Determined
|-----
|}
* *Specific corporate level benefits are inclusive of benefits for all previous levels
* **Subject to appropriate rules of use
* ***Subject to appropriate rules of use; full value may not be realized until 3Q 2006

Non-Disclosure Agreement

2006-01-16T17:43:25Z

Dparter:

{{SAGE not historical}}
Non-Disclosure Agreement between '''The System Administrators Guild, Inc. of New Jersey ("SAGE")''' and the person described below ("'''You'''"), for the provision of services to SAGE.

As an agent (director, employee, consultant, volunteer, or other) of SAGE, you have functions and responsibilities ("Duties") within SAGE that require access to information that is of a confidential or privileged nature ("Confidential Information"). This information includes such material as personnel data and performance reviews, account and financial reports, and internal association records. This information can be in either electronic or hard copy formats. By accepting below, you understand and agree that authorization to Confidential Information is granted solely for the purpose of carrying out the Duties. You also agree that Confidential Information may be shared only with others who have a need to know this information in order to perform their duties on behalf of SAGE. You also agree to request in advance the consent of the Board for the permission to disclose SAGE information to anyone else.

By accepting below, you also understand and agree not to disclose passwords, access procedures, and security protocols regarding SAGE's computer systems and information technology resources except as may be required to perform the Duties. Personal computers and work stations will be kept inaccessible to others when one is absent from his/her work area. Any file created from Confidential Information also will be secured and discarded in a manner that protects the information from access by others.

By accepting below, you also understand and agree to return or destroy all Confidential Information upon termination of your position with SAGE or completion of the Duties. You agree to inform the SAGE board of any access passwords that you have at the termination of this agreement.

By accepting below, you further understand and agree that any right of public access under the law (including any rights that result from You being a member of SAGE) to SAGE records does not relieve you of the obligation to comply with the provisions of this Agreement. You also understand and agree that a violation or breach of this agreement may result in disciplinary action, including termination. You understand and agree to be bound by the provisions of this agreement even after your employment, board term or other privileged position with SAGE has ceased.

Signature: ____________________________________

Printed Name:____________________________________

Address: ____________________________________

City, State: ____________________________________

Date: ____________________________________

LOPSA Policies/All

2006-01-16T17:39:43Z

Dparter:

{{SAGE not historical}}
{{:SAGE Policies/Policy creation and maintenance}}
{{:SAGE Policies/Banking Resolution}}
{{:SAGE Policies/Review of signatory power}}
{{:SAGE Policies/Corporate seal}}
{{:SAGE Policies/Foundation Election Arrangements}}
{{:SAGE Policies/Committees}}
{{:SAGE Policies/Leadership Committee}}
{{:SAGE Policies/Board electronic mail lists}}
{{:SAGE Policies/Board votes via email}}
{{:SAGE Policies/Communications}}
{{:SAGE Policies/Minutes dissemination}}
{{:SAGE Policies/Code of Ethics review committee}}
{{:SAGE Policies/Awards Committee charge}}
{{:SAGE Policies/Termination of membership}}
{{:SAGE Policies/Membership classes}}

LOPSA Policies

2006-01-16T17:39:12Z

Dparter:

{{SAGE not historical}}
The policies approved by the SAGE Board.

* {{policy link|Policy creation and maintenance}}
* {{policy link|Banking Resolution}}
* {{policy link|Review of signatory power}}
* {{policy link|Corporate seal}}
* {{policy link|Foundation Election Arrangements}}
* {{policy link|Committees}}
* {{policy link|Leadership Committee}}
* {{policy link|Board electronic mail lists}}
* {{policy link|Board votes via email}}
* {{policy link|Communications}}
* {{policy link|Minutes dissemination}}
* {{policy link|Code of Ethics review committee}}
* {{policy link|Awards Committee charge}}
* {{policy link|Termination of membership}}
* {{policy link|Membership classes}}

See [[/All|all policies in a single document]].

August 2004 Memo to Members (11 Aug 2004)

2006-01-16T17:31:16Z

Dparter: hostorical

{{SAGE historical}}
Date: Wed, 11 Aug 2004 20:38:19 -0400
From: Geoff Halprin <geoff@sage.org>
To: sage-members@sage.org
Subject: [SAGE] August 2004 Memo to Members

SAGE Memo To Members - August 2004
----------------------------------

It has been a month since the previous update was sent to members.
It's time for another update.

To recap:
At the June 27 USENIX Board of Directors meeting it was decided to
dissolve the STG model governing SAGE, and to support the creation
of an independent non-profit SAGE. USENIX is committed to continuing
all SAGE services, and is continuing to operate those services
during the transition period.

The SAGE Executive Committee held a teleconference on July 7th to
discuss the situation and how to proceed. The conclusion of the
discussion is that moving ahead to form an independent SAGE is the
right thing to do. Geoff Halprin, Trey Harris and David Parter were
appointed to the core transition team, which will also serve as the
interim board of the new organisation.

Since then, the following steps have been taken:

1. Lorette Cheswick has joined the Interim Board.

2. Lorette is organizing the paperwork and consulting with other non-
profit organizations, lawyers and accountants with the intention of
registering as a 501(c)(3) charitable non-profit organization.
Lorette has previous experience with several non-profits.

3. 23 members of the system administration community were invited to
join the new SAGE Advisory Council, in order to give the interim
board wider, more diverse points of view and experiences as we
consider various issues in organizing the new SAGE.

To date, the following people have joined the advisory council:

Elizabeth Zwicky, Steve Simmons, Aeleen Frisch, Bill LeFebvre,
Mark Verber, Donal Cunningham, Xev Gittler, Amy Rich,
Tom Limoncelli, Mark Burgess, Alva Couch, David Blank-Edelman,
Pat Wilson, Adam Moskowitz, Luke Kanies, Phil Kizer, and
Marius Strom.

We are awaiting responses from a few others. We may add further
members to the council as appropriate.

4. Chris Palmer, Marius Strom and Phillip Steinbachs have helped us
setup an interim mail server and wiki for use during the transition.
(Normal services continue to be found at sage.org.)

The interim board can be reached at <board@sage-members.org>.

5. The following tasks have been assigned to the members of the
core team:

Lorette Cheswick
- Investigation and formation of legal structure (501c3).
- Drafting of initial rules, by-laws and policies.

Geoff Halprin
- Operations model. As part of establishing a new assocation, we
must address the areas of front-office and back-office functions
(member enquiries, press enquiries, fulfillment, renewals, etc.)

David Parter
- Online services transition. Most of SAGE's services are delivered
online, either via the web site or via mailing lists. Work must be
performed to create the necessary infrastructure and to migrate
services.

Trey Harris
- Draft an initial list of questions to submit to the advisory
council.

### MOVING FORWARD

There are a number of steps involved in creating a new organisation,
and many choices we must make as we proceed along this path. We will
be seeking the advice of the council as appropriate, and we will be
seeking help from the greater membership. Some of the issues that will
be determined over the coming months are:

1. Governance issues

Draft bylaws and policy documents will be drawn up and circulated
to the advisory council for discussion.

2. Organizational/management issues

We have to decide on how the organization will be managed. The two
options are to hire an association management company or to hire a
part-time office manager/administrative assistant to establish an
office, maintain the books, and assist in organizing the various
tasks.

3. Schedule and budget
Geoff is investigating how best to address this area.

A realistic schedule of milestones for both organizational
objectives and for program transfer needs to be established.

An interim budget for the organisation needs to be established.

4. IT plans

We need to establish an IT infrastructure, both for the SAGE online
presence and for "back office" operations.

5. Program plan

We must develop an initial plan for which new programs to offer,
and their relative priorities.

### TASK TEAMS/VOLUNTEERS

It is our intention to work with the advisory council and the wider
membership to recruit task-oriented volunteer teams to carry out
many of the organizational and progam-related tasks. Expect to hear
more about this in the next few weeks, as we identify specific areas
and tasks.

### IN CONCLUSION

SAGE is moving forward on its plan to create a viable, independent
professional assocation for system administrators. Much of this work
will be behind the scenes, but there will be significant venues for
members to contribute.

The most important things right now are to continue the activities of
the sage-members forum and the SAGE local groups, contribute news
articles to the sage-news editors, and to recruit attendees for the
annual LISA conference (http://www.usenix.org/events/lisa04/).

We welcome your comments and contributions.

Warm regards,

The SAGE Interim Board
(Geoff Halprin, David Parter, Trey Harris, Lorette Cheswick)
board@sage-members.org

Articles of Incorporation

2006-01-16T17:27:48Z

Dparter: not historical -- needs work (need the correct version)

{{SAGE not historical}}
= Articles of Association =

Note: This electronic copy is a copy of the paper document submitted in the state the New Jersey.

I have only reformatted a little for readability.
--[[User:Geoff|Geoff]] 20:38, 15 May 2005 (EDT)
-----
= Certificate of Incorporation: of SAGE, Inc =

[Paperwork was re-filed as '''The System Administrators Guild, Inc.''']

The undersigned, of the age of eighteen years or over, for the purpose of forming a nonprofit corporation to the provisions of Title 15A of the New Jersey Revised Statutes known as the New Jersey Nonprofit Corporation Act does hereby execute the following certificate of incorporation:

'''FIRST:''' The name by which this corporation is to be known is '''SAGE, Inc.'''

'''SECOND:''' The corporation is organized and shall be operated exclusively for charitable, religious, educational, and scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, and in particular, to further the interests of computer and network system administrators through education, professional support and other such means.

'''THIRD:''' As a means of accomplishing the forgoing purposes, the corporation shall have the following powers:

# To solicit and receive dues from its membership;
# To make contributions, grants, to further the cause of system administration anywhere;
# To make and perform contracts and incur liabilities;
# To delegate functions, conduct its activities through other organizations and individuals and to become a member of any committee or other organization;
# To accept, acquire, receive, take, and hold by bequest, devise, grant, purchase, sale, exchange, lease, transfer, judicial order, or decree, or otherwise, for any of its projects and purposes, any property, both real and personal, of whatever kind, nature, or description and wherever situated;
# To sell, exchange, convey, mortgage, lease, transfer, or otherwise dispose of, any such property, both real and personal, as the objects and purposes of the corporation may require, subject to such limitations as may be required by law or this certificate of incorporation;
# To borrow money and , from time to time, to make, accept, endorse, execute, and issue bonds, debentures, promissory notes, bills of exchange, and other obligations of the corporations for moneys borrowed or in payment of property acquired or for any of the purposes of the corporation, and to secure the payment of any obligations by mortgage, pledge, deed, indenture, agreement, or other instrument of trust, or by any other lien upon, assignment of or agreement in regard to all or any part of the property, rights or privileges of the corporation whereever situated, whether now owned or hereafter to be acquired;
# To invest and reinvest its funds in such common or preferred stocks, bonds, debentures, mortgages, or in such other securities and property as its Board of Trustees shall deem advisable, subject to the limitations and conditions and contained in any bequest, devise, grant, or gift, provided such limitations an Internal Revenue Code; and
# In general, and subject to such limitations and conditions as are or may be prescribed by law, to exercise such other powers which now are or hereafter may be conferred by law upon a corporation organized for the purposes herein above set forth, or necessary or incidental to the powers so conferred, or conducive to the attainment of the purposes of the corporation, subject to the further limitation and condition that, notwithstanding any other provisions of this certificate, only such powers shall be exercised as are in furtherance of the tax-exempt purpose of the corporation and as may be exercised by an organization exempt from federal income tax under section 501(c)(3) of the Internal revenue Code and by an organization contributions to which are deductible under section 170, section 2055(a)(2), and section 2522(a)(2) of such Code.

'''FOURTH:''' The following provisions shall govern the organization, operation, and dissolution of the corporation:

# The corporation shall neither have nor exercise any power, nor shall it directly or indirectly engage in any activity, that would (a) prevent it from obtaining exemption from federal income taxation as a corporation described in section 501(c)(3) of the Internal Revenue Code, or (b) cause it to lose such exempt status;
# The corporation shall not be operated for the purpose of carrying on a trade or business for profit;
# No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article THIRD hereof;
# No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
# Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code;
# During any period in which the corporation may be classified as a private foundation within the meaning of section 509 of the Internal Revenue Code, the corporation shall distribute its income at such times and in such manner as to avoid taxation under section 4942 of such Code, and the corporation shall not engage in any act of self-dealing (as defined in section 4941(d) of such Code), shall not retain any excess business holdings (as defined in section 4943(c) of such Code); shall not make any investments in such manner as to subject the corporation to tax under section 4944 of such Code, and shall not make any taxable expenditures (as defined in section 4945(d) of such Code).
# Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine which are organized and operated exclusively for such purposes.

'''FIFTH:''' For purposes of this certificate references to provisions of the Internal Revenue Code shall be deemed to refer to the United States Internal Revenue Code and the Regulations adopted pursuant thereto, and shall be deemed to include statutes and Regulations which supersede by are analogous to such provisions.

'''SIXTH:''' The corporation shall have members.

'''SEVENTH:''' The method of electing trustees of the corporation shall be as set forth in the By-laws of the corporation.

'''EIGTH:''' The number of trustees constituting the first Board of Trustees shall be four (4), and the names and addresses of the initial trustees are as follows:

{|
|valign="top"|1. || '''Geoff Halprin''' 801 / 325 Collins Street Melbourne, VIC 3000 AUSTRALIA
|---
|valign="top"|2. || '''Trey Harris''' 1301 1st Ave #715 Seattle, WA 98101 cell 206-412-7192 no fax. email: trey@eecs.harvard.edu
|---
|valign="top"|3. || '''David Parter''' Computer Sciences Department University of Wisconsin -- Madison Room 2350 1210 West Dayton Street Madison, WI 53706-1685
|---
|valign="top"|4. || '''Lorette E. P. A. Cheswick''' 93 Mine Mount Road Bernardsville, NJ 07924
|}

'''NINTH:''' The post office address of the registered office of the corporation, as well as the name of the registered agent at such address upon whom service of process against the corporation may be served, is as follows:

:Lorette E. P. A. Cheswick
:93 Mine Mount Road
:Bernardsville, NJ 07924-2202

'''TENTH:''' The name and address of the incorporator is as follows:

:Lorette E. P. A. Cheswick
:93 Mine Mount Road
:Bernardsville, NJ 07924-2202

'''ELEVENTH:''' A trustee or officer shall not be personally liable to the corporation or its members for damages for breach of any duty owed to the corporation or its members, except that such provision shall not relieve a trustee or officer from liability for any breach of duty based upon an act or omission (a) in breach of such persons duty of loyalty to the corporation or its members, (b) not in good faith or involving a knowing violation of law or (c) resulting in receipt by such person of an improper personal benefit.

'''TWELFTH:''' The duration of the corporation shall be perpetual.

'''THIRTEENTH:''' This certificate of Incorporation is to become effective upon filing with the Treasurer of the State of New Jersey.

'''IN WITNESS WHEREOF,''' the undersigned, the incorporator of the above-named corporation, has hereunto signed the Certificate of Incorporation of the '''29th day of October 2004'''.

::'''Lorette E. P. A. Cheswick'''

Main Page

2005-09-07T21:00:58Z

Dparter: added current minutes link

* [[Minutes | SAGE Board meeting Minutes]]

= SAGE Transition =

This site is protected by login for edits.

== 2005 Board of Directors Election Results ==

* [[2005 Election Results]]

== 2005 Candidates' Info Packet ==

The following items were made available to candidates for the Board and to the public:

* [[FAQ]]
* [[Interim Board meeting Minutes]]
* The NDA ([[Non-Disclosure Agreement]])
* [[Media:Association_Management_Services_CFP-0003.pdf|The AMC RFP (Request For Proposals) PDF]]
* [[Articles of Incorporation]]
* [[SAGE Bylaws]] (draft)
* [[SAGE Policies]]
* Copy of [[USENIX Board Resolutions]] of 27th June 2004, and all resolutions since
* (Historic SAGE STG Budget data removed at the request of USENIX)
* [[Memos-to-members]]
* [[List of Council members]]

Main Page

2005-09-07T20:55:51Z

Dparter:

= SAGE Transition =

This site is protected by login for edits.

== 2005 Board of Directors Election Results ==

* [[2005 Election Results]]

== 2005 Candidates' Info Packet ==

The following items were made available to candidates for the Board and to the public:

* [[FAQ]]
* [[Interim Board meeting Minutes]]
* The NDA ([[Non-Disclosure Agreement]])
* [[Media:Association_Management_Services_CFP-0003.pdf|The AMC RFP (Request For Proposals) PDF]]
* [[Articles of Incorporation]]
* [[SAGE Bylaws]] (draft)
* [[SAGE Policies]]
* Copy of [[USENIX Board Resolutions]] of 27th June 2004, and all resolutions since
* (Historic SAGE STG Budget data removed at the request of USENIX)
* [[Memos-to-members]]
* [[List of Council members]]

FAQ (Historic)

2005-06-09T19:43:15Z

Dparter: /* Do abstentions count? */ change eight to seven

''Prepared by the '''SAGE Interim Board of Directors''':''
:Lorette Cheswick
:Geoff Halprin
:Trey Harris
:David Parter

''Warning: Information below may be inaccurate or out of date.''

Please send any additional questions to the board-candidates mailing list.

The following FAQ is intended for the audience of candidates to the 2005 SAGE Board of Directors election.

== Being a Director ==

=== What is the composition of the Board? ===

The Board is composed of nine Directors, elected at large. One of the first tasks of the new Board will be to select the offices of President, Vice President, and Secretary-Treasurer.

=== What does it mean to be a Director of SAGE? ===

Directors are ordinary members of SAGE, but they can also:
# Propose, discuss and vote on motions before the Board of Directors.
# Be elected to the offices of President, Vice President, and Secretary-Treasurer.

In practice, it is common for Directors to:
* Chair committees.
* Serve as SAGE's liaison, ambassador or delegate to committees, other organizations, the membership or the public, when the Board so directs.
* Act as the "champion" for programs or projects they believe in.

=== What ''doesn't'' it mean to be a Director of SAGE? ===

Directorship is all about organizational governance. The mechanisms for that governance are policy and oversight. It is important to understand that role. In particular:

* '''A director is not an über volunteer.''' You are volunteering your time to be a director, so in that sense you are a "volunteer." But if you are running for the Board in order to see a particular program done in a particular way, or just because you want to "pitch in", the Board may not be the right place for you. In the past, SAGE has had difficulty using volunteers effectively; helping to change that ''is'' a Board role. But it is very important that the new organization get away from the Board serving as the implementors for all programs.

* '''A director has no power above that of any other SAGE member, except when acting with the consent of the Board.''' This is an oft-misunderstood fact of directorship. As a director, you will have a voice and a vote when the Board is assembled, but outside of the Board, you cease to have any powers that have not been explicitly given. If you sit on a working group with other volunteers, even if acting as the Board liaison to the working group, you will hold no veto power. You cannot bind SAGE to any obligation; you cannot speak for SAGE. This extends even to the officers; while the Bylaws give them additional powers, actions of officers (and staff) are always subject to review by the Board.

* '''A director must not get lost in the details.''' In some sense, when it comes to programs, the only proper role of the Board is to specify ''what to do'' and ''limitations on how to do it''. For instance, the Board may pass a resolution that SAGE should enter into a contract, and not spend more than some figure. If the Board thinks it is important, it can specify as much detail as necessary: that SAGE must not be obligated in certain ways, that the membership should be protected as follows, etc. As system administrators, we're often used to starting with the big concept, say ''build a datacenter'', and then driving all the way down to the smallest detail: ''consoles shall use blue cat-5 cables to the patch panel''. As a director, you must resist the urge to delve into such implementational minutiae. Implementation is for staff and volunteers; for the Board, it is sufficient to ensure acceptable implementation happens, not ''how'' it will happen.

=== What is the time commitment? ===

That is a hard question to answer -- it really depends on how the Board organizes the work, which projects you take on, etc.

It has been estimated that typically most Board members will need to spend about 4 hours/week on SAGE Board activity. Some weeks will be more, some will be less. And sometimes you can't tell in advance when something will come up that needs your attention. Other times it is the kind of work that you can schedule -- sending email to members, editing draft documents, etc.

A few of the board members (President, some others) will probably have to put in about 10 hours/week.

it is important to know about the time commitment; it is equally important that Board members know when to say "I can't do this right now -- someone else will have to take this task".

=== What are the duties and rights of Directorship? ===

Being a Director of a company or a not-for-profit association carries certain legal obligations and rights. These are summarized as:

#'''The Duty of Care'''.The duty of care describes the level of competence that is expected of a board member. The duty of care calls upon a director to act in a reasonable and informed manner when participating in the board's decisions and its oversight of the corporation's management.The duty of care requires that first, a director be informed; and second, a director discharge his duties in good faith "''with the care that an ordinarily prudent person in a like position would reasonably believe appropriate under similar circumstances''".
#'''The Duty of Loyalty'''.The duty of loyalty is a standard of faithfulness; it requires directors to exercise their powers in good faith and in the best interests of the corporation, rather than in their own interests or the interests of another entity or person.By assuming office, the director acknowledges that with regard to any corporate activity the best interests of the corporation must prevail over the director's individual interests or the particular interests of the constituency selecting him or her. The basic legal principle here is a negative one: ''The director shall not use a corporate position for individual personal advantage''. The duty of loyalty primarily relates to: conflicts of interest; corporate opportunity; and confidentiality.
#'''The Duty of Obedience'''.The duty of obedience requires board members to be faithful to the organization's mission. They are not permitted to act in a way that is inconsistent with the central goals of the organization. A basis for this rule lies in the public's trust that the organization will manage donated funds to fulfill the organization's mission.

You also have certain rights:

* '''Management Access'''. Within the bounds of reason, board members should feel free to obtain information needed to fulfill the board's duties.

* '''Books and Records'''. A director has a right to inspect, for reasonable purposes and at reasonable intervals, the corporation's books and records.

* '''Notice of Meetings'''. All directors should be given ample advance notice of all board and committee meetings that the director is expected to attend.

* '''Right to Dissent and to Have Dissent Recorded'''. There are two circumstances in which a director may register dissent regarding actions to be taken at a board meeting. First, any director may dissent from the holding of a board meeting for which the proper notice has not been given or other procedural requirements have not been satisfied. Second, a director has the right not only to vote against any matter put forth for vote at a board meeting, but also to have the minutes of the meeting record that he dissented from the action approved by other members of the board. This right is important in the event that the action is ever challenged. (See the above duties of care and loyalty.)

Basically, this all says that you have a right and an obligation to act as an independent agent when evaluating business before the board, must make informed decisions about these matters, and must make those decisions in what you believe to be the best interests of the Association.

It is also important to understand the limitations placed upon Directors:

* '''A director acts as part of a board'''. All power and responsibility over the operation of the association vests with the board, not individual directors. Directors exercise this power by acting as a board, through resolutions at board meetings. Individual directors have no authority as such, save where a board resolution has empowered a particular board member (or other subset) to achieve a certain end, within certain constraints, or to otherwise exercise powers on behalf of the board. Even then, such actions are subject to Board review. The Board can delegate ''authority''; it can never disclaim ''responsibility''.

* '''A director directs, but does not perform, the corporation's activities'''. Corporate actions, as determined by the board, will be carried out by officers, employees and agents (including volunteers) - persons chosen, directly or indirectly, by the board. Often a board member may also wear another hat, such as that of an officer or agent, but there is a clear distinction between these roles, and corporate theory assumes that neither the board itself nor any individual director, acting solely as a director, carries out day-to-day activities.

See [http://www.amazon.com/exec/obidos/tg/detail/-/1590310438/ ''The Guidebook for Directors of Nonprofit Corporations''] for more information on the rights and responsibilities of being a Director of a nonprofit. There are other references and online resources detailed later in this FAQ.

=== What does it mean for a Director to be "obedient"? ===

It essentially means that you will act in accordance with SAGE's mission, and that you will abide by the decision of the majority. Obedience does not mean absolute fealty. You can speak your mind about decisions you disagree with, even in public, so long as you make it clear that you are speaking for yourself and not for the Board. (You can ''never'' speak for SAGE unless specifically authorized by the Board to do so; but you must disclaim that fact when there is any chance your audience will think you are speaking for the organization.)

Most especially, obedience means you will not attempt to undermine the Board's actions. For instance, if the Board votes to take some action, and you are in the minority opposed to taking that action, you must set aside your feelings about that choice once the Board considers execution. Trying to force a poor execution or specify an impossible metric for success is a clear example of disobedient behavior.

=== References ===

The following books and sites provide additional information that you may find useful:

Books:
* [http://www.amazon.com/exec/obidos/tg/detail/-/1590310438/ ''The Guidebook for Directors of Nonprofit Corporations'']. This book, produced by the American Bar Association, is an extremely useful guide to all aspects of governance of non-profit associations.

Links to useful not-for-profit sites:
* http://www.boardcafe.org/ newsletter for nonprofit boards
* http://www.compasspoint.org/ nonprofit services site
* http://www.ethics.org ethics resource center
* http://www.nonprofitethics.com Ethics in the Not-for-Profit Sector
* http://www.nonprofits.org/ Internet Nonprofit Center and FAQ
* http://www.genie.org/ Resources for nonprofits
* http://www.ncna.org/ National Council of Nonprofit Associations
* http://www.muridae.com/nporegulation/documents/exempt_orgs.html Tax-Exempt Organization Reference Chart
* http://www.nonprofitrisk.org/default.htm Nonprofit Risk Management Center
* http://www.njnonprofits.org/ NJ nonprofit center
* http://www.mapnp.org/library/boards/boards.htm A toolkit for Boards

== Board Meetings ==

=== How often does the Board meet? ===

The Bylaws ''require'' that the Board meet (whether in-person or by telephonic or other means) at least four times per year.

Meetings can include conference calls, and it is likely that, at least as the new Board is getting started, conference calls will happen at least monthly, and probably more frequently than that. Conference calls can be very frustrating, but can also be productive if everyone is prepared. A one-hour call is common; two hours seems to be the limit of productivity and patience. It is highly recommended that you be able to be online during conference calls; electronic dissemination of documents during meetings is common.

The Board would do well to establish a conference call schedule early, so that everyone can plan to attend. Because of the time constraints, when an unexpectedly complicated issue is before the Board, it may sometimes be required to schedule a meeting between regularly-scheduled meetings in order to continue unfinished business.

The Bylaws also allow for special Board meetings with a set agenda, for which the Board is given one week's prior notice. These meetings can be called by the President (like ordinary Board meetings), by any three Directors, or by petition of 75 or more members. These special meetings should be very rare.

=== What about in-person meetings? ===

We expect two in-person meetings the first year: soon after the election (likely at the AMC's office), and at the LISA conference. Note that it is likely that one or more directors will not be able to attend in person, and will have to phone in. That isn't ideal—either for the caller who has to be on the phone for eight or more hours, or for the rest of the Board—but it is better than not attending at all. We hope that everyone can attend the first meeting in person, as there will be a lot of interactions outside of the "board room" that will be important to setting up how the Board works.

It is likely that in addition to the scheduled Board meeting at LISA there will be several additional meetings that week (of the whole board, committees, etc.). Board members also have to be visible and available to the membership. LISA is really a work week for the Board, and you should plan accordingly.

=== Who pays for travel expenses? ===

In the past, SAGE has paid for the reasonable travel expenses for in-person meetings, but has also asked Board members to try to find other funding if possible to keep down travel costs. USENIX has also provided complementary tech session registration to the SAGE Exec for the LISA conference, and provisions for this arrangement to continue for the SAGE Board are in the draft USENIX-SAGE LISA agreement.

The new Board will have to develop a policy for travel expenses, taking into account the budgets of both the Association and the board members.

=== Will the Board work by consensus? ===

Not always; maybe not even usually. Consensus in a committee is a very desirable thing, but it is not ''necessary'' in all circumstances. In fact, seeking consensus when none exists can stall a Board into paralysis. As a Director, you must be a consensus-seeker and be willing to compromise; but you must also understand that there are ''false compromises'' (compromises that are worse than either extreme), and cases where no acceptable compromise exists. When this happens, the Board must vote and move on, and the minority must agree to abide by the will of the majority. A decision by a 5-4 vote has every bit of the weight of one carried unanimously.

=== How does the Board conduct business? ===

The Bylaws specify that [http://www.amazon.com/exec/obidos/tg/detail/-/0071365133 ''The Standard Code of Parliamentary Procedure''] by Alice Sturgis ("Sturgis") is the parliamentary authority for Board business.

Sturgis allows for a type of procedure called ''informal consideration'', which is how most Board business will be conducted.

Most meetings will start with a ''Consent Agenda''. The purpose of a Consent Agenda is to streamline consideration of routine items. It is a packet of documents and motions provided to Directors prior to the meeting so that they can consider the items at their leisure. The most common item in the Consent Agenda will be approval of prior meetings' Minutes, though any item that in the opinion of the chair is noncontroversial can be included.

The chair (usually the President) will ask if there are any objections to the Consent Agenda. Any director may ask that an item be moved out of the Consent Agenda and into the regular Agenda of the meeting. This is every director's privilege; no discussion or vote on the item's movement occurs. Any remaining motions in the Consent Agenda are then considered passed ("by consent").

While the chair may ask for non-binding "straw polls" phrased differently, all Board business must be conducted in the form of a motion, where failure of the motion preserves the status quo. Under informal committee rules, motions do not require a second to be considered.

It is common that the chair will first ask if there is any objection to the motion—if there is none, the motion is adopted by consent and business continues. If there is objection, discussion will ensue, followed by a vote. A motion before the Board must pass with a majority vote. A tied vote causes the motion to fail. The chair (usually the President) can always join the discussion and vote, and does not cast an extra tiebreaker.

This is just a thumbnail sketch of ordinary Board procedure. It is recommended that before taking a seat on the Board, you purchase and read Sturgis. (A searchable [http://www.amazon.com/exec/obidos/tg/detail/-/B00009KTQZ e-book edition] is also available.)

=== Why Sturgis? Why not Robert's Rules? ===

In preparing the Bylaws, the Interim Board observed that while many—probably most—organizations ''specify'' [http://www.amazon.com/exec/obidos/tg/detail/-/0738203076 Robert's Rules of Order, Newly Revised] ("Robert's Rules", or "RRONR") as their parliamentary authority, most do not actually use it, because Robert's Rules are very heavyweight, and can be quite arcane to the uninitiated (even when "streamlined" using such facilities as "The Committee of the Whole"). Selecting a parliamentary authority with no intention of using it seems absurd.

The procedure in Sturgis is much lighter weight, and much more practical for a "working Board."

=== Do abstentions count? ===

As a Director, it is always your privilege to abstain from voting, with or without explanation. Abstentions do not count except in achieving quorum. In theory, a vote with one ''yea'', no ''nays'', and seven abstentions would carry.

=== What is quorum? ===

''Quorum'' (for the Board) is the minimum number of directors that must be present in order for business to be conducted. The quorum of the Board is a majority of the seated directors—in other words, five directors if there is no vacancy or one vacancy, four directors if there are two vacancies, and so on.

The Board ''can'' meet and discuss issues without a quorum. It can even make ''emergency'' decisions without a quorum. Such decisions must be ratified the next time quorum is achieved; if not ratified, the decision made without quorum must be nullified to whatever extent is possible.

The requirement for quorum protects SAGE against undemocratic action by a minority. It also makes it all the more important that directors make every effort to attend all meetings.

=== Can I proxy my vote or vote in absence? ===

In general, no. Blind trust in another person to vote for you is a dereliction of your duty as a director, so proxies are not allowed.

Voting in absence (i.e., ahead of time) is ambiguous because, even if you know an item is to be discussed and voted on, you cannot know ahead of time exactly the wording of the final motion. (You ''can'' vote if you are phoning in to a meeting; in that case, you are not considered absent.)

There is one exception in the Bylaws to this rule. A vote on ''ratification'' of an amendment to the Bylaws ''can'' be made in absence, because the final wording is already known. A vote in absence cannot be used in counting quorum, however, so this privilege should not be used as an excuse to skip a meeting.

=== Do I have to deal with Board politics? ===

It is common for some candidates for Boards everywhere to run on a platform of "eliminating the politics"—while that is an admirable goal, it's important to understand that you will not be a dictator, that other directors ''will'' disagree with you, and that sometimes you won't even be able to understand their dissenting points of view. It is natural in such circumstances to lobby for your perspective, to persuade, to build coalitions, to argue via ''reductio ad absurdum'' or use other tactics that may seem like "politics" to some. This is ''healthy'' Board behavior; to the contrary, those directors who take a "my way or the highway" approach are the ones who are likely to find themselves marginalized.

This is not to say that ''politicization'' is desirable. Excessive politicking, building voting blocs without regard to issue, issuing threats (such as threatening to resign) or stonewalling is poisonous behavior that will not be tolerated in a functional Board.

=== Reference ===
* [http://www.amazon.com/exec/obidos/tg/detail/-/0071365133 ''The Standard Code of Parliamentary Procedure''] by Alice Sturgis. This book looks at the area of Parliamentary Procedure, being the procedures by which groups such as committees and assemblies interact in order to conduct business in an efficient and just manner. There is also an [http://www.amazon.com/exec/obidos/tg/detail/-/B00009KTQZ e-book edition] for the impatient.

== Calendar and Budget ==

=== What are dates I should know about? ===

* Voting: June 17-24
* Ballot tabulation: June 17-22
* First in-person board meeting: TBD — probably late July
* LISA conference: Dec. 4-9, 2005, San Diego, CA

=== What is SAGE's budget? ===

In the past, there have been two primary sources of SAGE revenue: Dues income and a share of the LISA revenue. We can count on both for a few years, but the LISA share is not predictable.

With a current membership of 3,600 and dues of $40, dues revenue is $144,000. We previously had a membership of around 7,000 (with combined USENIX+SAGE dues of $150) -- not all will come back, but we should be able to get a good number, which will increase our revenue without significantly raising expenses. Any AMC selected will be well-equipped to conduct a membership drive if the Board so desires.

The LISA share has historically been about $100,000. That could be lower, however.

There may be opportunities for sponsorships or grants to raise revenue. That will be an issue for the new Board and the AMC to address.

Based on past budgets, about $150,000 will go to the AMC and general administrative costs. An estimate for Board meetings is $20,000. That leaves $30-70,000 for programming, depending on revenue. It isn't as much as we'd like it to be, but there is enough to support some quality programs. Obviously finding ways to increase revenue will be a necessity.

See also: [[Budget]]

== Association Management Company ==

=== What is an AMC? ===

An Association Management Company is essentially an outsourcing provider for non-profit offices.

At minimum, an AMC will provide the back- and front-office, and executive support functions that the USENIX office has provided for SAGE, such as managing membership operations, financials, and day-to-day business operations.

The AMC will provide staff as needed, including an Executive Director (ED), who will act as the Board's contact to staff functions. Staff are charged to SAGE at various hourly rates. The ED and perhaps some other staff are assigned to SAGE (but not fulltime), providing continuity, and the advantage of their expertise and experience with other associations. Ideally, the ED will take an active role in moving SAGE forward, organizing volunteers and ensuring program momentum, and developing relationships with third parties (vendors, sponsors, peer organisations, government, etc.).

Virtually all AMC's have staff dedicated to meeting planning and publications. Some also have staff with expertise in public and government relations, training, certifications, law, and other functions helpful to non-profits.

=== Why is SAGE contracting with an AMC? ===

At the time of the USENIX resolution in June 2004 dissolving the SAGE STG, it was stipulated that an independent SAGE would have to provide the functions that USENIX staff had been providing to SAGE members.

SAGE needs staff of some kind to fulfill those functions; volunteers cannot provide the level of service expected by our membership.

The Interim Board explored two possibilities for staffing: SAGE hiring staff of its own, or contracting with an AMC. Given the available resources, hiring was judged to be inefficient—while SAGE could afford an office manager, or an Executive Director, it was unlikely to be able to afford both. An AMC's shared staff is attractive because it can offer the expertise and functions of a large, diverse staff without having to retain them all on a full-time basis.

The main reason for engaging an AMC is a simple one: momentum. By engaging an AMC with many years of experience in
running non-profit associations, and with fully trained staff, we get immediate program delivery capability.

=== Will I have a say in the choice of AMC? ===

The SAGE Interim Board has interviewed and made site visits of the finalists, and has subjected the candidates to an exhaustive (and exhausting!) review process. The intent is for an AMC to be contracted with before the new board is seated, so that the permanent board can establish organizational momentum from the beginning of its term. The AMC will conduct board training, both to induct new Directors into "how to be a Board," and to train the board on SAGE's relationship with the AMC.

== SAGE Programs and Continuity ==

=== What is the status of SAGE programs? ===

The Interim Board was charged with transition activities: formation of the new corporation, selection of an AMC, negotiating an outsourcing agreement with USENIX, and electing a permanent Board of Directors. Authority for ongoing SAGE programs has rested with the USENIX office; they have been tasked with keeping SAGE's programs in a maintenance ("stasis") state.

The Short Topics Booklet series has produced one new title in the interim; otherwise, for the most part, all projects have been on hold during the transition.

=== Will Rob Kolstad continue as SAGE Executive Director? ===

No. SAGE will have an Executive Director who is employed by the AMC, who will split his or her time between SAGE and one or more other organizations.

During this transition period, Rob continues to be an employee of the USENIX office, and maintains SAGE programs.

=== Who is the SAGE webmaster? ===

SAGE has no dedicated webmaster. In the past, that role has been shared by USENIX staff and SAGE volunteers.

The SAGE website will be transferred to the new organization under the terms of the USENIX outsourcing agreement. The site needs revitalization; this is one of the items the new Board will need to consider in prioritizing business.

== Non-Disclosure Agreement (NDA) ==

=== Why do I have to sign an NDA? ===

Some have questioned why SAGE has a [[Non-Disclosure Agreement|non-disclosure agreement]], given that we're a non-profit membership organization.

Just like any corporation, SAGE may from time to time deal with certain issues that legally require confidentiality, such as
* Personnel matters
* Legal action
* Pending financial transactions
* Information obtained under NDA with other entities
* Personal information about members
* The content of tests or certifications
In addition, from time to time the Board may be involved in negotiations which legally may not ''require'' confidentiality, but have ''business sensitivity''. For instance, if the Board approves a resolution to negotiate a contract for a service, and specifies that the Board authorizes an expenditure of "up to $10,000," that information going public would obviously put SAGE in an handicapped negotiating position.

The decision to enter into an NDA is of course the individual's. But a Director in good standing cannot be excluded from discussions of the Board. For this reason, all Directors must agree to abide by the NDA.

=== Can I wait until I am seated to sign the NDA? ===

Yes. The documents being released to candidates, except for documents relating to AMC selection, will be released to the public after they have been cleaned up and placed into proper context, so you will not need to sign the NDA to receive them. Eligibility to be seated on the Board, however, requires that you sign the NDA.

=== What will I get to see once I sign the NDA? ===

Our review of AMC candidates, the names of the AMCs on the shortlist, and their responses are subject to the NDA, because of business sensitivity.

== Directors & Officers Insurance ==

=== What is D&O insurance? ===

As a director, you are a ''trustee'' of the corporation; just like in a for-profit corporation, trustees are personally liable for the decisions they make. Directors & Officers (D&O) insurance protects your personal assets in the event of managerial malpractice or other claims against you in your role as a director. A D&O policy will cover legal defense as well as claims adjudicated or settled against you.

D&O insurance is just one tool to mitigate financial impact as a result of mismanagement. ''Preventing'' mismanagement, through prudent policies and procedures and director care, is at least as important as carrying D&O insurance.

Despite its name, most nonprofit D&O policies do not just cover directors and officers, but all staff and volunteers.

=== Is D&O insurance necessary? ===

It is not legally ''required''. However, over one-third of nonprofits in the U.S. have had a directors and officers liability claim in the past ten years, and the frequency of such claims is rising. Increasing litigiousness means that, even if you are totally blameless, there is a chance that you might find yourself responding to a lawsuit. Without D&O insurance, you must pay for your own defense—SAGE legally ''cannot'' defend you in most circumstances.

=== Won't my personal umbrella insurance cover me? ===

Probably not. Umbrella coverage (such as that offered in your homeowner's or renter's policy) will usually cover personal injury claims, but not managerial malpractice when acting as a director.

=== How expensive is it? ===

Nonprofit D&O insurance is much less expensive than for-profit D&O insurance, and there is a good deal of competition in the area, which keeps premiums low and fairly consistent from one underwriter to another.

While SAGE has not yet requested a quote, coverage is likely to be in the realm of a few hundred dollars a month or less.

=== Does SAGE have D&O insurance? ===

The SAGE STG has been covered by USENIX's D&O policy. The new corporation does not, as yet, have D&O coverage, because it does not fall under the category of "transitional expenses" that were approved by USENIX. The Interim Board is currently attempting to secure a D&O policy prior to the new Board's seating, but that is not yet certain.

=== What is the timing of D&O coverage? ===

If not obtained by the Interim Board, obtaining a D&O policy will have to be one of the first tasks of the new Board. The AMC contracted by SAGE will assist the Board in evaluating insurers and policies.

Up until the time the insurance takes effect, you will face personal liability for decisions you make as a director, so it is important that the Board execute quickly on this matter.

=== References ===

* [http://www.cpcusociety.org/file_depot/0-10000000/0-10000/3267/conman/CPCUeJournalMay05art1.pdf An overview of D&O insurance prepared for the Chartered Property Casualty Underwriter's Society].
* [http://www.cimaworld.com/htdocs/d&o.cfm A description of the coverage offered by one underwriter].
* [http://www.nonprofitrisk.org/ Nonprofit Risk Management Center]
* [http://www.mapnp.org/library/boards/boards.htm#anchor153271 Legal and Insurance Considerations for Board Members]

== Affidavits and bonding ==

=== What is the trustee affidavit? ===

All trustees of the corporation—and that will include you, if elected as a director—must sign an affidavit stating your ability to serve legally as a trustee. You will have to swear to your name and address being correct as on file, and certify that you have not been convicted of any felonies.
The affidavit is required by New Jersey law (we are incorporated in NJ).

=== What if I have been convicted of a felony? ===

You will have to disclose that fact on your affidavit and to the Board. You cannot legally serve as Secretary-Treasurer or directly handle association funds unless your rights of citizenship have been restored.

=== Are there any special requirements if I am chosen Secretary-Treasurer? ===

Yes. By New Jersey law, you will have to be bonded in order to certify the books of the association and handle the association's funds. This means you will have to submit to a background check required by the surety corporation providing the bond. The background check may include fingerprinting.

== The Election ==

=== Who can vote? ===

All members in good standing of USENIX's SAGE STG will be allowed to cast a ballot.

=== How will they vote? ===

A website voting server is being set up by two SAGE volunteers, Jesse Trucks and Matt Okeson-Harlow, who are not candidates for election.

=== How will votes be tabulated? ===

The administrators of the voting server will make three copies of the ballots. One will be given to Greg Rose, the chairman of the Leadership Committee. One will be given to another non-candidate SAGE member. These will each be tabulated using different software, to ensure they agree. The third copy will be made publicly available after results are announced.

=== What happens if the two tabulations don't agree? ===

A third tabulation will be performed using a third software implementation. Then we'll file a bug report against the implementation it disagrees with. If the third tabulation doesn't agree with ''either'' of the other two... we'll have an interesting exercise in algorithmic analysis. :-)

=== Why will the ballots be made publicly available? ===

It is good election practice to make ballots available for inspection, and is intended to foster confidence in the fairness of the election.

=== What is the voting system? ===

The system is changed from the one previously used for elections for the SAGE Executive Committee. That system, known as ''first-past-the-post'' or ''plurality voting'', is familiar to most voters: the voter can check a box next to from 1-N candidates, where N is the number of seats to be filled. The N candidates with the most votes win election.

This election will instead use the ''Single Transferable Vote'' (STV). Voters will ''rank'' the candidates they are interested in. They can rank as few or as many candidates as they have an opinion of. Voters cannot rank two candidates equally. Voters may be familiar with this concept from the voting system known as ''Instant Runoff Vote'' (IRV)—the ballot is identical.

The tabulation of the ballots, however, differs from IRV. In STV, each voter has a ''single'' vote, hence the name. That vote will be applied to the voter's choices in order of rank, and will not be wasted either on candidates who have already been ensured election or who are unelectable.

There are many versions, called "methods", of STV. The one being used in this election is called ''Meek's method''. It allows your vote to be ''fractionally'' allocated to multiple candidates. For instance, if your first choice candidate is very popular, while your second choice candidate is not (but still electable), only a small fraction of your vote will be allocated to the first choice, and a larger fraction will go to your second.

Meek's method also has a tie breaking rule using a pseudo-random number generator seeded from the ballots themselves. Other STV methods have arbitrary tie breaking rules, or lack them completely, which can result in vacant seats.

=== This sounds complicated. Why was this method chosen? ===

The first-past-the-post system allows for what is known as ''strategic voting''. Simply put, strategic voting is when voting differently from a voter's ''sincere preferences'' may be ''advantageous'' to the voter's seeing his or her choices elected. For instance, if the voter likes candidates Alice and Bob, but believes Bob is certain to be elected, the voter would have a better chance of seeing both elected if he or she ''withholds'' her vote from Bob and votes only for Alice.

Observation of prior SAGE elections suggests that strategic voting was very common. It is clear that a substantial portion of the members desired a richer mechanism of expressing their preferences than first-past-the-post provides.

The Meek STV system is not susceptible to strategic voting; voters can vote sincerely without fear that their vote may be wasted, or that voting a different way would lead to a better chance of seeing their preferred candidates elected.

Candidates that represent a minority viewpoint have also had trouble being elected in the first-past-the-post system. STV is a type of ''proportional'' system; if a significant minority coalesces around a given candidate, that candidate can be elected under STV.

The Meek STV system is the "gold standard" of multi-winner voting systems; it has most of the advantages of other systems and few of the disadvantages.

The biggest disadvantage Meek's method ''does'' have is that, due to its apportionment and reapportionment of fractional votes and its use of a pseudo-random tiebreaker, it ''must'' be tabulated by computer.

STV is in use in many organizational and government elections around the world. The Meek method of STV is in use in New Zealand, and is the recommended method of the Electoral Reform Society.

=== Will this system change the Board a lot? ===

Chances are, not radically; in a simulation run on the 2000 SAGE Executive Committee's election, a change from first-past-the-post to STV would most likely have only changed one or two of the seven winners.

=== Didn't New Zealand have problems with invalid ballots? ===

Yes. When New Zealand switched to STV from first-past-the-post, some voters marked their (paper) ballots with "X" marks instead of ranking, thus spoiling their ballots.

This will not be an issue in the SAGE election, as the voting system will not accept an invalid ballot. The voter's rankings will be displayed for confirmation before the ballot is cast.

=== What if the membership finds ranking too cumbersome? ===

It is possible that voters will dislike the additional work they must put into ranking all the candidates. If so, the Board might for future elections consider a hybrid approach, known as ''Meek and Warren STV''. In a Meek and Warren election, voters can ''choose'' the type of ballot they wish to fill out: a standard ranked STV ballot, or an "Approval Ballot" in which they can place an X-mark next to those candidates they approve of. Both types of ballots can be tabulated together using Meek's method, but votes from approval ballots cannot be transferred. This means that voters would have the choice of doing an "easy ballot" where there is a good chance that some of their vote may be wasted on unelectable candidates, or a more time-consuming ballot where their vote will be fully utilized.

Another approach that is currently the subject of a great deal of research is ''Condorcet STV''. The Condorcet Method is frequently used for single-seat elections, and works by discovering which candidate would beat all others in individual pairwise elections. Condorcet STV extends this idea to multi-seat elections by discovering which ''slate'' beats all others. The ballot allows two or more candidates to be ranked equally, thus potentially making the ballot easier for voters to use—in the degenerate case, voters could use an approval ballot. The great disadvantage is that, like Meek's method, Condorcet STV must be calculated by computer, but unlike Meek, Condorcet STV is computationally too expensive for real-world elections. Research is ongoing to find ways to optimize the algorithm, and it is likely that by the time of the next election, it will be possible to use Condorcet STV if the Board so desires.

LOPSA Bylaws

2005-06-08T20:48:26Z

Dparter:

Current status: '''Draft'''.
* The final draft needs to be submitted for legal review and comment, and then ratified by the Board.

The colored text represents items still up for discussion or that require legal assistance for correct wording.

See also: [[Articles of Incorporation]], [[SAGE Policies]].

= Article 1. Name and Purpose =

== Name ==

The name of the organization shall be The System Administrators Guild,
Inc., a non-profit corporation in New Jersey (in these Bylaws called "the Association").

== Purpose ==

The Association is dedicated to the furtherance of all aspects of
system administration as a profession. Through: education;
development, contribution to and/or promotion of standards of practice
and education; recognition; and published media, the organization
furthers the scope of system administration and promotes activities
that advance the state of the art and the community.

== Activities ==

The Association may engage in any and all legal activities that the
Board deems appropriate in the furtherance of the Purpose of the
Association.

= Article 2. Definitions =

; '''The Board, the Board of Directors''' : The Board of Trustees; the governing body of the Association.

; '''Director''' : Trustee of the Association, as defined by New Jersey corporations law.

; '''Member'''
: Any person or organization meeting the current membership requirements as established by the Board and enumerated in the Policies Document.

; '''Policies Document'''
: The record of all current policy decisions of the Board.

; '''Rules'''
: The body of rules governing the behavior of the Association and its members, including all relevant laws, the Articles of Incorporation, the Bylaws, and the policies and regulations of the Association.

= Article 3. Membership =

== Classes of Membership ==

Classes of voting and non-voting membership of the Association shall
be as set by the Board of Directors and shall be recorded in the
Policies Document. No member of a voting class in good standing shall
be deprived of the right to vote.

== Obligations of Membership ==

Each Member shall abide by these Bylaws and the policies and regulations of the Association as set from time to time.

== Rights of Membership ==

Members shall have rights as set forth in the Rules.

 NOTE: Issues must be dealt with in policies. Includes: eligibility dates, cutoff dates, financial current member definition.

No right or privilege of membership may be transferred or transmitted to another person or organization.

All membership rights shall cease immediately upon the termination of that membership, for whatever reason.

== Termination of Membership ==

Membership in the Association may be terminated under certain circumstances as set forth in the Rules.

== Appealing Termination of Membership ==

A Member may appeal termination of their membership as provided for in the Rules.

= Article 4. Directors =

== Powers ==

All corporate powers shall be exercised by the Board of Directors,
except as otherwise expressly provided by the Certificate of
Incorporation or by these Bylaws. Individual Directors, committees,
staff and members shall not make decisions for or act on behalf of the
Board without its express delegation.

== Board Composition ==

The Board shall consist of nine members ("Directors"). All will be elected or appointed as described in Article 4, Sections 3 and 6.

=== Director Terms ===

Directors shall serve for a term from the beginning of the Annual
Directors Meeting following their election until the beginning of the
Annual Directors Meeting following the next election.

=== Board Term ===

The '''Board Term''' shall mean the natural term of the Directors of the Board, being from the beginning of the Annual Directors Meeting following an election of Directors until the beginning of the Annual Directors Meeting following the next election. '''Current Board Term''' shall mean the term of the Board presently seated.

=== Maintenance of Eligibility ===

Directors must remain Members of the Association in good standing and must continue to meet all eligibility requirements as defined in the Rules to serve on the Board.

David: Legal review. Same issues arise after election--changing membership policy to kick out a Director, etc.

Lorette: Need consistency between this section and section for candidates' eligibility.

== Election of Directors ==

Elections shall be conducted as described in the Election Policy.
Elections for Director shall be conducted using the Meek Single
Transferable Vote. Elections Policy shall provide for the greatest
member participation possible while maintaining organizational
prudence.

Voting shall be held every two years, in June.

=== Eligibility ===

Directors and candidates for election to the Board must be members of
the Association in good standing. Directors and candidates for election to the
Board must have maintained membership in good standing since the prior
election to be eligible for nomination. Directors and candidates for election to the Board must be legally capable of serving as a Director of the Association, and must meet any other requirements as set forth in the Rules. ''No Member shall arbitrarily be denied the right to stand for election to the Board.''

LEGAL REVIEW: Ask for legal assistance as to "legally capable"--sentiment is right, is wording? The italicized bit is desired, but we don't know how to word it.

=== Nomination ===

An eligible member may stand for election to the Board if:
:a) The member is nominated by the Leadership Committee; or
:b) A petition, signed by no less than 10 (ten) members of the Association in good standing, is submitted to the Chair of the Leadership Committee, no less than 30 days prior to an election.
Any member so nominated may decline to stand for election.

== Resignation by a Director ==

Any Director may resign at any time by giving notice to the Board. Such resignation shall take effect at
the time therein specified and the acceptance of such resignation shall not be necessary to make it effective.

== Removal of a Director ==

Any Director may be removed by petition and referendum of the membership as specified in Article 8. A director so removed shall not be eligible to fill any vacancy on the Board during the remainder of the Current Board Term, but shall be eligible to be nominated for future Board positions.

The President or Vice-President may convene a Special Meeting of the Board to consider the censure (including dismissal) of a Director for cause. The Director being so accused must be given notice of the motion, and provided a reasonable opportunity to present information, including by written submission. A censure motion shall require a 2/3 vote of the Board to pass. The Director being so accused shall not be allowed to cast a vote on the censure motion, and shall not be counted in determining quorum or the number of votes cast.

NOTE: Redraft for wording--make sure there's some mechanism for accused to be present and present a case. Make sure "Special Meeting" alone is correct enough. Make sure it allows for enough Board participation. David wants to put the requirements for the meeting here rather than calling out to "Special Meeting".

== Vacancies ==

Vacancies on the Board may be filled at any Meeting of the Board by appointment. Only Members who meet the eligibility requirements as stated in the Rules for serving on the Board may be appointed to fill a vacancy.

A Director appointed to fill a vacancy shall have all the rights and responsibilities of any other Director, shall serve until the conclusion of the Current Board Term, and may only be removed in the same manner as any other Director.

= Article 5. Committees =
== Committees ==

The Board of Directors may from time to time establish or discharge
Committees. The Board may select the members of such committees, delegate selection to the President and/or any other officer or officers, or provide for selection by election or other means. The report or recommendation of a Committee is not binding upon the Board.

== Leadership Committee ==

The Association shall have a standing Leadership Committee. The Leadership Committee shall act as a nominating committee for Board of Directors elections and such other positions as may be directed by the Board, and shall also cultivate and promote volunteer participation and leadership in the Association. The Board shall appoint a Director as liaison to the Leadership Committee, who shall not be considered a member of the Committee. The Leadership Committee shall not nominate one of its own current members for Director.

= Article 6. Board Meetings =

== Meeting Frequency and Mechanism ==

The Board shall meet at such times as the Board deems necessary for
the proper conducting of Association business.

The Board shall meet no less than four times in each calendar year.

The Board may meet in person, or by telephonic, video, electronic, or other means, as agreed to by the members of
the Board. These mechanisms may be used in combination, provided that
all Directors are given reasonable ability to participate in the
meeting.

== Annual Directors Meeting ==

The Annual Directors meeting shall be held within 90 days after each election, and at the approximate midpoint of the Board Term. The Officers of the
Association shall be selected or confirmed at the Annual Directors
Meeting.

== Notice of Meeting ==

Meetings may be called by the President or Vice President as needed, with due notice to the Board.

Notice of a Board Meeting shall be provided to all Directors (in accordance with current Board contact procedures) at least one week before a requested meeting date, or at least one month before the meeting date if the Meeting is to be conducted principally in person.

== Waiver of Notice ==

A Director may waive the above minimum notice period for a
meeting. Their attendance at a meeting shall be deemed to be a waiver
of notice.

 LEGAL REVIEW: This is in a lot of boilerplate--is this a required clause? Could a board stage a coup this way? 

== Special Meetings ==

A '''Special Meeting of the Board''' is one which has a specific purpose, including the consideration of one or more
motions with notice. Such motions or business must be specified in the notice of meeting, and only those motions that
have been specified in the notice of meeting shall be considered at the Special Meeting when convened.

Special Meetings of the Board may be called in the same manner as regular Meetings of the Board.

Three or more Directors can request the President to call a Special Meeting of the Board for a specific purpose.
The President shall, within one week of such a request, announce and schedule the Special Meeting solely for the purpose the Directors have stated.
Any Director may announce and schedule the meeting, should the President not call said meeting within the alloted time.

== Petition for Special Meeting ==

No less than 75 Members in good standing or 10% of the membership (whichever is greater) may, by petition to the Board, cause a Special Meeting of the Board to be called. The agenda shall be specified in the petition. The Board will convene the Meeting within 30 days of receiving a valid petition.

 NOTE: This section is not consistent with [[#Petition for Referendum]] below. It certainly shouldn't be ''harder'' to petition for a meeting than for a referendum. Need to fix.

Only one agenda item, or related set of agenda items, may be covered by one petition.

== Quorum ==

The majority of the Directors serving at the time shall constitute
a quorum.

== Action by Majority Vote ==

All business of the Board shall be decided by a majority of votes
cast, except as otherwise provided in Bylaws or adopted as special
changes to the Rules. Abstentions shall not be considered in counting votes cast.

= Article 7. Officers =

The Officers of the Association shall be: (a) the President, (b) the
Vice-President, and (c) the Secretary-Treasurer.

== President ==
The President shall preside, or arrange for other Directors to preside, at all general meetings and at all meetings of the Board of Directors.

The President shall have general supervision over the affairs of the Association subject to the control of the Board of Directors. The President shall perform such other duties as may from time to time be assigned to this office by the Board of Directors.

== Vice-President ==
The Vice-President shall perform all the duties of the President in the President's absence or at the Board's request and in so acting shall have all the responsibilities of and be subject to all the restrictions upon the President.

The Vice-President shall perform such other duties as may from time to
time be assigned to this office by the Board of Directors or by the
President.

== Secretary-Treasurer ==

The Secretary-Treasurer shall ensure that all books and records are maintained and that all member communications are conducted in accordance with the Rules of the Association. The Secretary-Treasurer shall prepare an annual financial report for the Association. The Secretary-Treasurer shall file all statements and reports required of the Association in a timely manner.

The Secretary-Treasurer shall perform such other duties as may from time to time be assigned to this office by the Board of Directors or by the President.

= Article 8. Referenda =

The primary method for Members to direct the Association is by the
election of the Board of Directors. However, from time to time it may
be necessary for the Members as a whole to make certain
decisions. Such decisions shall be carried out by referenda.

Other than the mechanism by which the referendum is called, there is no distinction between Board-initiated and Member-initiated referenda.

Referenda shall be conducted in accordance with this Article and the Rules.

== Board Initiated Referenda ==

The Board may put any appropriate question to a referendum of the Members.

== Petition for Referendum ==

No less than 75 Members in good standing, or two-thirds of the members, whichever is lesser may, by petition to the Board, cause a question to be put to the membership in a referendum. The Board will conduct the referendum within 90 days of receiving a valid petition.

 NOTE: Need to make consistent with petition for special meeting. See [[#Petition for Special Meeting|note above]].

Only one question, or related set of questions, may be covered by one petition.

The petition must state the exact wording of the question, or may authorize one or more signatories to the petition to work with the Board to finalize the wording, as long as the intent of the question is not changed.

== Wording of Referendum ==

Questions will be binding only if stated in the form of a resolution, with a vote of "Yes" signifying support for passage of the resolution. Options may be stated as a sub-question; no option will be acted on unless the overall question passes. Voting "No" on the question does not disqualify the voter from voting on the sub-question's options.

A question will be binding only if consistent with the Rules.

== Conduct of the Referendum ==

The referendum shall be conducted in the same manner and governed by the same rules as an election of the Board. Referenda may appear on the same ballot as the ballot for election of the Board.

# A ballot of the membership shall be proceeded by a notice from the Board ("Ballot Notice") being sent to the members at least 21 days prior to the closing date of the ballot.
# The Ballot Notice shall include details of the resolutions to be voted upon, the valid methods for casting a vote, and the closing date that votes will be accepted.
# More than one resolution may be voted on in a single ballot, but each resolution must be voted on separately.
# Each Member who is entitled to vote under these Rules shall be entitled to cast one vote for each resolution under ballot.
# The Board may provide for ballots to be voted upon in such usual and proper manner as it determines from time to time, provided that:
## The Board can demonstrate that each method of voting which it provides for may be readily audited at any time as to the authenticity and correctness of the vote; and
## The combination of methods chosen by the Board provide for a fair and equitable vote on each resolution, and do not unfairly bias the outcome of the vote.
# The ballot shall be determined on the combined votes from all approved methods of voting for that resolution.
# For a ballot resolution to be binding upon the Board, quorum must be met as stated in this Article. Abstention votes will be counted in determining the question of quorum. Abstention votes will not be counted in determining the proportion of votes for and against the resolution under ballot.

 NOTE: There is general agreement that the above is too verbose and some of the language can be eliminated or moved into Policy. 

== Quorum ==

The quorum for a referendum shall be 2/3 of the average valid ballots cast in the three previous regular elections. Until three elections have been held, the quorum shall be 10% of the eligible voters.

 TO BE MOVED TO BYLAWS AMENDMENT ARTICLE:
The quorum for a referendum to amend the Bylaws shall be the greater of 2/3 of the average valid ballots cast in the three previous regular elections or 1/3 of the eligible voters.


== Action by Majority Vote ==

Except where otherwise stated in the Rules, a referendum shall be decided by a majority of the valid ballots cast, excluding abstentions.

 NOTE: Need to define what "absentions" mean. 

== Effect of a Decision by Referendum ==

Unless otherwise specified in the question, a motion approved by a referendum of the membership shall be binding on the Association and the Board, and may not be overturned during the remainder of the Current Board Term.

= Article 9. Annual Meeting and Report =

The Board shall, once each calendar year, convene an '''Annual Meeting''' to report to the Membership on the activities and state of the Association, to answer questions from the Membership.

 LEGAL REVIEW: What requirements for quorum are there, if any? 

== Notice ==

Notices of the Annual Meeting must be published and sent to all Members at least 30 days prior to the Meeting, and must specify the time, place and agenda for the meeting.

= Article 10. Amendment of Bylaws =

== Amendment by Directors ==

These Bylaws, except for this Article, may be amended by the Board according to the following procedure:

#At a Regular or Special Meeting of the Board, a motion to amend the bylaws shall be discussed and voted as a normal business item.
#No less than 30 days, and no more than 60 days after initial approval, the amendment as originally approved must be ratified by the Board at a Regular or Special Meeting of the Board ('''Ratification Meeting'''). The full text of the motion, including the text of the amendment, must appear in the published notice for that meeting. The motion for ratification may not be amended. The amendment fails if it is not ratified at the second reading.
#After initial approval, Notice of the proposed amendment (as approved by the Board) shall be published to the Membership through normal communication channels. This Notice is to include the exact wording of the amendment, time period for comment, and instructions on how members may submit comments on the Amendment. The time period for comments shall not be less than 21 days. Submitted comments shall become part of the record and be made available to the Board at least 5 days prior to the Ratification Meeting.
#A Director who cannot be present at the Ratification Meeting may cast a vote on the ratification of the amendment prior to the meeting, by written notice to the Board.

== Amendment by Members ==

The bylaws may be amended by the Members by Referendum as provided for in the Rules.

= Article 11. Dissolution =

The Board can dissolve the Association with due notice to the
membership, by a two thirds majority for reason. Upon dissolution the assets of the Association shall be distributed to other not-for-profit organizations with similar mission or purpose at the Board's discretion.

= Article 12. Formation Arrangements =

Articles in this section override all other sections of these Bylaws.

== Founding Board ==

The Board of Directors shall initially consist of the four Directors
or Trustees named in the Articles Of Incorporation ("the Founding
Directors").

== First Election of Directors ==

The first election of the Board of Directors shall be carried out as
provided for in the Rules, except that eligibility
for candidacy will be conferred to any person nominated by the
Leadership Committee.

== Second Election of Directors ==

Candidates shall be considered eligible for election if they have been members in good standing for 12 months prior to the second election of the Board of Directors.

= Article 13. Parlimentary Authority =

For all items not otherwise specified in the Rules of the Association, the Parlimentary Authority shall be the current edition of ''The Standard Code of Parlimentary Procedure.''

FAQ (Historic)

2005-06-08T20:15:00Z

Dparter: /* What are dates I should know about? */ updated election schedule

''Prepared by the '''SAGE Interim Board of Directors''':''
:Lorette Cheswick
:Geoff Halprin
:Trey Harris
:David Parter

''Warning: Information below may be inaccurate or out of date.''

Please send any additional questions to the board-candidates mailing list.

== Being a Director ==

=== What is the composition of the Board? ===

The Board is composed of nine Directors, elected at large. One of the first tasks of the new Board will be to select the offices of President, Vice President, and Secretary-Treasurer.

=== What does it mean to be a Director of SAGE? ===

Directors are ordinary members of SAGE, but they can also:
# Propose, discuss and vote on motions before the Board of Directors.
# Be elected to the offices of President, Vice President, and Secretary-Treasurer.

In practice, it is common for Directors to:
* Chair committees.
* Serve as SAGE's liaison, ambassador or delegate to committees, other organizations, the membership or the public, when the Board so directs.
* Act as the "champion" for programs or projects they believe in.

=== What ''doesn't'' it mean to be a Director of SAGE? ===

Directorship is all about organizational governance. The mechanisms for that governance are policy and oversight. It is important to understand that role. In particular:

* '''A director is not an über volunteer.''' You are volunteering your time to be a director, so in that sense you are a "volunteer." But if you are running for the Board in order to see a particular program done in a particular way, or just because you want to "pitch in", the Board may not be the right place for you. In the past, SAGE has had difficulty using volunteers effectively; helping to change that ''is'' a Board role. But it is very important that the new organization get away from the Board serving as the implementors for all programs.

* '''A director has no power above that of any other SAGE member, except when acting with the consent of the Board.''' This is an oft-misunderstood fact of directorship. As a director, you will have a voice and a vote when the Board is assembled, but outside of the Board, you cease to have any powers that have not been explicitly given. If you sit on a working group with other volunteers, even if acting as the Board liaison to the working group, you will hold no veto power. You cannot bind SAGE to any obligation; you cannot speak for SAGE. This extends even to the officers; while the Bylaws give them additional powers, actions of officers (and staff) are always subject to review by the Board.

* '''A director must not get lost in the details.''' In some sense, when it comes to programs, the only proper role of the Board is to specify ''what to do'' and ''limitations on how to do it''. For instance, the Board may pass a resolution that SAGE should enter into a contract, and not spend more than some figure. If the Board thinks it is important, it can specify as much detail as necessary: that SAGE must not be obligated in certain ways, that the membership should be protected as follows, etc. As system administrators, we're often used to starting with the big concept, say ''build a datacenter'', and then driving all the way down to the smallest detail: ''consoles shall use blue cat-5 cables to the patch panel''. As a director, you must resist the urge to delve into such implementational minutiae. Implementation is for staff and volunteers; for the Board, it is sufficient to ensure acceptable implementation happens, not ''how'' it will happen.

=== What is the time commitment? ===

That is a hard question to answer -- it really depends on how the Board organizes the work, which projects you take on, etc.

It has been estimated that typically most Board members will need to spend about 4 hours/week on SAGE Board activity. Some weeks will be more, some will be less. And sometimes you can't tell in advance when something will come up that needs your attention. Other times it is the kind of work that you can schedule -- sending email to members, editing draft documents, etc.

A few of the board members (President, some others) will probably have to put in about 10 hours/week.

it is important to know about the time commitment; it is equally important that Board members know when to say "I can't do this right now -- someone else will have to take this task".

=== What are the duties and rights of Directorship? ===

Being a Director of a company or a not-for-profit association carries certain legal obligations and rights. These are summarized as:

#'''The Duty of Care'''.The duty of care describes the level of competence that is expected of a board member. The duty of care calls upon a director to act in a reasonable and informed manner when participating in the board's decisions and its oversight of the corporation's management.The duty of care requires that first, a director be informed; and second, a director discharge his duties in good faith "''with the care that an ordinarily prudent person in a like position would reasonably believe appropriate under similar circumstances''".
#'''The Duty of Loyalty'''.The duty of loyalty is a standard of faithfulness; it requires directors to exercise their powers in good faith and in the best interests of the corporation, rather than in their own interests or the interests of another entity or person.By assuming office, the director acknowledges that with regard to any corporate activity the best interests of the corporation must prevail over the director's individual interests or the particular interests of the constituency selecting him or her. The basic legal principle here is a negative one: ''The director shall not use a corporate position for individual personal advantage''. The duty of loyalty primarily relates to: conflicts of interest; corporate opportunity; and confidentiality.
#'''The Duty of Obedience'''.The duty of obedience requires board members to be faithful to the organization's mission. They are not permitted to act in a way that is inconsistent with the central goals of the organization. A basis for this rule lies in the public's trust that the organization will manage donated funds to fulfill the organization's mission.

You also have certain rights:

* '''Management Access'''. Within the bounds of reason, board members should feel free to obtain information needed to fulfill the board's duties.

* '''Books and Records'''. A director has a right to inspect, for reasonable purposes and at reasonable intervals, the corporation's books and records.

* '''Notice of Meetings'''. All directors should be given ample advance notice of all board and committee meetings that the director is expected to attend.

* '''Right to Dissent and to Have Dissent Recorded'''. There are two circumstances in which a director may register dissent regarding actions to be taken at a board meeting. First, any director may dissent from the holding of a board meeting for which the proper notice has not been given or other procedural requirements have not been satisfied. Second, a director has the right not only to vote against any matter put forth for vote at a board meeting, but also to have the minutes of the meeting record that he dissented from the action approved by other members of the board. This right is important in the event that the action is ever challenged. (See the above duties of care and loyalty.)

Basically, this all says that you have a right and an obligation to act as an independent agent when evaluating business before the board, must make informed decisions about these matters, and must make those decisions in what you believe to be the best interests of the Association.

It is also important to understand the limitations placed upon Directors:

* '''A director acts as part of a board'''. All power and responsibility over the operation of the association vests with the board, not individual directors. Directors exercise this power by acting as a board, through resolutions at board meetings. Individual directors have no authority as such, save where a board resolution has empowered a particular board member (or other subset) to achieve a certain end, within certain constraints, or to otherwise exercise powers on behalf of the board. Even then, such actions are subject to Board review. The Board can delegate ''authority''; it can never disclaim ''responsibility''.

* '''A director directs, but does not perform, the corporation's activities'''. Corporate actions, as determined by the board, will be carried out by officers, employees and agents (including volunteers) - persons chosen, directly or indirectly, by the board. Often a board member may also wear another hat, such as that of an officer or agent, but there is a clear distinction between these roles, and corporate theory assumes that neither the board itself nor any individual director, acting solely as a director, carries out day-to-day activities.

See [http://www.amazon.com/exec/obidos/tg/detail/-/1590310438/ ''The Guidebook for Directors of Nonprofit Corporations''] for more information on the rights and responsibilities of being a Director of a nonprofit. There are other references and online resources detailed later in this FAQ.

=== What does it mean for a Director to be "obedient"? ===

It essentially means that you will act in accordance with SAGE's mission, and that you will abide by the decision of the majority. Obedience does not mean absolute fealty. You can speak your mind about decisions you disagree with, even in public, so long as you make it clear that you are speaking for yourself and not for the Board. (You can ''never'' speak for SAGE unless specifically authorized by the Board to do so; but you must disclaim that fact when there is any chance your audience will think you are speaking for the organization.)

Most especially, obedience means you will not attempt to undermine the Board's actions. For instance, if the Board votes to take some action, and you are in the minority opposed to taking that action, you must set aside your feelings about that choice once the Board considers execution. Trying to force a poor execution or specify an impossible metric for success is a clear example of disobedient behavior.

=== References ===

The following books and sites provide additional information that you may find useful:

Books:
* [http://www.amazon.com/exec/obidos/tg/detail/-/1590310438/ ''The Guidebook for Directors of Nonprofit Corporations'']. This book, produced by the American Bar Association, is an extremely useful guide to all aspects of governance of non-profit associations.

Links to useful not-for-profit sites:
* http://www.boardcafe.org/ newsletter for nonprofit boards
* http://www.compasspoint.org/ nonprofit services site
* http://www.ethics.org ethics resource center
* http://www.nonprofitethics.com Ethics in the Not-for-Profit Sector
* http://www.nonprofits.org/ Internet Nonprofit Center and FAQ
* http://www.genie.org/ Resources for nonprofits
* http://www.ncna.org/ National Council of Nonprofit Associations
* http://www.muridae.com/nporegulation/documents/exempt_orgs.html Tax-Exempt Organization Reference Chart
* http://www.nonprofitrisk.org/default.htm Nonprofit Risk Management Center
* http://www.njnonprofits.org/ NJ nonprofit center
* http://www.mapnp.org/library/boards/boards.htm A toolkit for Boards

== Board Meetings ==

=== How often does the Board meet? ===

The Bylaws ''require'' that the Board meet (whether in-person or by telephonic or other means) at least four times per year.

Meetings can include conference calls, and it is likely that, at least as the new Board is getting started, conference calls will happen at least monthly, and probably more frequently than that. Conference calls can be very frustrating, but can also be productive if everyone is prepared. A one-hour call is common; two hours seems to be the limit of productivity and patience. It is highly recommended that you be able to be online during conference calls; electronic dissemination of documents during meetings is common.

The Board would do well to establish a conference call schedule early, so that everyone can plan to attend. Because of the time constraints, when an unexpectedly complicated issue is before the Board, it may sometimes be required to schedule a meeting between regularly-scheduled meetings in order to continue unfinished business.

The Bylaws also allow for special Board meetings with a set agenda, for which the Board is given one week's prior notice. These meetings can be called by the President (like ordinary Board meetings), by any three Directors, or by petition of 75 or more members. These special meetings should be very rare.

=== What about in-person meetings? ===

We expect two in-person meetings the first year: soon after the election (likely at the AMC's office), and at the LISA conference. Note that it is likely that one or more directors will not be able to attend in person, and will have to phone in. That isn't ideal—either for the caller who has to be on the phone for eight or more hours, or for the rest of the Board—but it is better than not attending at all. We hope that everyone can attend the first meeting in person, as there will be a lot of interactions outside of the "board room" that will be important to setting up how the Board works.

It is likely that in addition to the scheduled Board meeting at LISA there will be several additional meetings that week (of the whole board, committees, etc.). Board members also have to be visible and available to the membership. LISA is really a work week for the Board, and you should plan accordingly.

=== Who pays for travel expenses? ===

In the past, SAGE has paid for the reasonable travel expenses for in-person meetings, but has also asked Board members to try to find other funding if possible to keep down travel costs. USENIX has also provided complementary tech session registration to the SAGE Exec for the LISA conference, and provisions for this arrangement to continue for the SAGE Board are in the draft USENIX-SAGE LISA agreement.

The new Board will have to develop a policy for travel expenses, taking into account the budgets of both the Association and the board members.

=== Will the Board work by consensus? ===

Not always; maybe not even usually. Consensus in a committee is a very desirable thing, but it is not ''necessary'' in all circumstances. In fact, seeking consensus when none exists can stall a Board into paralysis. As a Director, you must be a consensus-seeker and be willing to compromise; but you must also understand that there are ''false compromises'' (compromises that are worse than either extreme), and cases where no acceptable compromise exists. When this happens, the Board must vote and move on, and the minority must agree to abide by the will of the majority. A decision by a 5-4 vote has every bit of the weight of one carried unanimously.

=== How does the Board conduct business? ===

The Bylaws specify that [http://www.amazon.com/exec/obidos/tg/detail/-/0071365133 ''The Standard Code of Parliamentary Procedure''] by Alice Sturgis ("Sturgis") is the parliamentary authority for Board business.

Sturgis allows for a type of procedure called ''informal consideration'', which is how most Board business will be conducted.

Most meetings will start with a ''Consent Agenda''. The purpose of a Consent Agenda is to streamline consideration of routine items. It is a packet of documents and motions provided to Directors prior to the meeting so that they can consider the items at their leisure. The most common item in the Consent Agenda will be approval of prior meetings' Minutes, though any item that in the opinion of the chair is noncontroversial can be included.

The chair (usually the President) will ask if there are any objections to the Consent Agenda. Any director may ask that an item be moved out of the Consent Agenda and into the regular Agenda of the meeting. This is every director's privilege; no discussion or vote on the item's movement occurs. Any remaining motions in the Consent Agenda are then considered passed ("by consent").

While the chair may ask for non-binding "straw polls" phrased differently, all Board business must be conducted in the form of a motion, where failure of the motion preserves the status quo. Under informal committee rules, motions do not require a second to be considered.

It is common that the chair will first ask if there is any objection to the motion—if there is none, the motion is adopted by consent and business continues. If there is objection, discussion will ensue, followed by a vote. A motion before the Board must pass with a majority vote. A tied vote causes the motion to fail. The chair (usually the President) can always join the discussion and vote, and does not cast an extra tiebreaker.

This is just a thumbnail sketch of ordinary Board procedure. It is recommended that before taking a seat on the Board, you purchase and read Sturgis. (A searchable [http://www.amazon.com/exec/obidos/tg/detail/-/B00009KTQZ e-book edition] is also available.)

=== Why Sturgis? Why not Robert's Rules? ===

In preparing the Bylaws, the Interim Board observed that while many—probably most—organizations ''specify'' [http://www.amazon.com/exec/obidos/tg/detail/-/0738203076 Robert's Rules of Order, Newly Revised] ("Robert's Rules", or "RRONR") as their parliamentary authority, most do not actually use it, because Robert's Rules are very heavyweight, and can be quite arcane to the uninitiated (even when "streamlined" using such facilities as "The Committee of the Whole"). Selecting a parliamentary authority with no intention of using it seems absurd.

The procedure in Sturgis is much lighter weight, and much more practical for a "working Board."

=== Do abstentions count? ===

As a Director, it is always your privilege to abstain from voting, with or without explanation. Abstentions do not count except in achieving quorum. In theory, a vote with one ''yea'', no ''nays'', and eight abstentions would carry.

=== What is quorum? ===

''Quorum'' (for the Board) is the minimum number of directors that must be present in order for business to be conducted. The quorum of the Board is a majority of the seated directors—in other words, five directors if there is no vacancy or one vacancy, four directors if there are two vacancies, and so on.

The Board ''can'' meet and discuss issues without a quorum. It can even make ''emergency'' decisions without a quorum. Such decisions must be ratified the next time quorum is achieved; if not ratified, the decision made without quorum must be nullified to whatever extent is possible.

The requirement for quorum protects SAGE against undemocratic action by a minority. It also makes it all the more important that directors make every effort to attend all meetings.

=== Can I proxy my vote or vote in absence? ===

In general, no. Blind trust in another person to vote for you is a dereliction of your duty as a director, so proxies are not allowed.

Voting in absence (i.e., ahead of time) is ambiguous because, even if you know an item is to be discussed and voted on, you cannot know ahead of time exactly the wording of the final motion. (You ''can'' vote if you are phoning in to a meeting; in that case, you are not considered absent.)

There is one exception in the Bylaws to this rule. A vote on ''ratification'' of an amendment to the Bylaws ''can'' be made in absence, because the final wording is already known. A vote in absence cannot be used in counting quorum, however, so this privilege should not be used as an excuse to skip a meeting.

=== Do I have to deal with Board politics? ===

It is common for some candidates for Boards everywhere to run on a platform of "eliminating the politics"—while that is an admirable goal, it's important to understand that you will not be a dictator, that other directors ''will'' disagree with you, and that sometimes you won't even be able to understand their dissenting points of view. It is natural in such circumstances to lobby for your perspective, to persuade, to build coalitions, to argue via ''reductio ad absurdum'' or use other tactics that may seem like "politics" to some. This is ''healthy'' Board behavior; to the contrary, those directors who take a "my way or the highway" approach are the ones who are likely to find themselves marginalized.

This is not to say that ''politicization'' is desirable. Excessive politicking, building voting blocs without regard to issue, issuing threats (such as threatening to resign) or stonewalling is poisonous behavior that will not be tolerated in a functional Board.

=== Reference ===
* [http://www.amazon.com/exec/obidos/tg/detail/-/0071365133 ''The Standard Code of Parliamentary Procedure''] by Alice Sturgis. This book looks at the area of Parliamentary Procedure, being the procedures by which groups such as committees and assemblies interact in order to conduct business in an efficient and just manner. There is also an [http://www.amazon.com/exec/obidos/tg/detail/-/B00009KTQZ e-book edition] for the impatient.

== Calendar and Budget ==

=== What are dates I should know about? ===

* Voting: June 17-24
* Ballot tabulation: June 17-22
* First in-person board meeting: TBD — probably late July
* LISA conference: Dec. 4-9, 2005, San Diego, CA

=== What is SAGE's budget? ===

In the past, there have been two primary sources of SAGE revenue: Dues income and a share of the LISA revenue. We can count on both for a few years, but the LISA share is not predictable.

With a current membership of 3,600 and dues of $40, dues revenue is $144,000. We previously had a membership of around 7,000 (with combined USENIX+SAGE dues of $150) -- not all will come back, but we should be able to get a good number, which will increase our revenue without significantly raising expenses. Any AMC selected will be well-equipped to conduct a membership drive if the Board so desires.

The LISA share has historically been about $100,000. That could be lower, however.

There may be opportunities for sponsorships or grants to raise revenue. That will be an issue for the new Board and the AMC to address.

Based on past budgets, about $150,000 will go to the AMC and general administrative costs. An estimate for Board meetings is $20,000. That leaves $30-70,000 for programming, depending on revenue. It isn't as much as we'd like it to be, but there is enough to support some quality programs. Obviously finding ways to increase revenue will be a necessity.

== Association Management Company ==

=== What is an AMC? ===

An Association Management Company is essentially an outsourcing provider for non-profit offices.

At minimum, an AMC will provide the back- and front-office, and executive support functions that the USENIX office has provided for SAGE, such as managing membership operations, financials, and day-to-day business operations.

The AMC will provide staff as needed, including an Executive Director (ED), who will act as the Board's contact to staff functions. Staff are charged to SAGE at various hourly rates. The ED and perhaps some other staff are assigned to SAGE (but not fulltime), providing continuity, and the advantage of their expertise and experience with other associations. Ideally, the ED will take an active role in moving SAGE forward, organizing volunteers and ensuring program momentum, and developing relationships with third parties (vendors, sponsors, peer organisations, government, etc.).

Virtually all AMC's have staff dedicated to meeting planning and publications. Some also have staff with expertise in public and government relations, training, certifications, law, and other functions helpful to non-profits.

=== Why is SAGE contracting with an AMC? ===

At the time of the USENIX resolution in June 2004 dissolving the SAGE STG, it was stipulated that an independent SAGE would have to provide the functions that USENIX staff had been providing to SAGE members.

SAGE needs staff of some kind to fulfill those functions; volunteers cannot provide the level of service expected by our membership.

The Interim Board explored two possibilities for staffing: SAGE hiring staff of its own, or contracting with an AMC. Given the available resources, hiring was judged to be inefficient—while SAGE could afford an office manager, or an Executive Director, it was unlikely to be able to afford both. An AMC's shared staff is attractive because it can offer the expertise and functions of a large, diverse staff without having to retain them all on a full-time basis.

The main reason for engaging an AMC is a simple one: momentum. By engaging an AMC with many years of experience in
running non-profit associations, and with fully trained staff, we get immediate program delivery capability.

=== Will I have a say in the choice of AMC? ===

The SAGE Interim Board has interviewed and made site visits of the finalists, and has subjected the candidates to an exhaustive (and exhausting!) review process. The intent is for an AMC to be contracted with before the new board is seated, so that the permanent board can establish organizational momentum from the beginning of its term. The AMC will conduct board training, both to induct new Directors into "how to be a Board," and to train the board on SAGE's relationship with the AMC.

== SAGE Programs and Continuity ==

=== What is the status of SAGE programs? ===

The Interim Board was charged with transition activities: formation of the new corporation, selection of an AMC, negotiating an outsourcing agreement with USENIX, and electing a permanent Board of Directors. Authority for ongoing SAGE programs has rested with the USENIX office; they have been tasked with keeping SAGE's programs in a maintenance ("stasis") state.

The Short Topics Booklet series has produced one new title in the interim; otherwise, for the most part, all projects have been on hold during the transition.

=== Will Rob Kolstad continue as SAGE Executive Director? ===

No. SAGE will have an Executive Director who is employed by the AMC, who will split his or her time between SAGE and one or more other organizations.

During this transition period, Rob continues to be an employee of the USENIX office, and maintains SAGE programs.

=== Who is the SAGE webmaster? ===

SAGE has no dedicated webmaster. In the past, that role has been shared by USENIX staff and SAGE volunteers.

The SAGE website will be transferred to the new organization under the terms of the USENIX outsourcing agreement. The site needs revitalization; this is one of the items the new Board will need to consider in prioritizing business.

== Non-Disclosure Agreement (NDA) ==

=== Why do I have to sign an NDA? ===

Some have questioned why SAGE has a [[Non-Disclosure Agreement|non-disclosure agreement]], given that we're a non-profit membership organization.

Just like any corporation, SAGE may from time to time deal with certain issues that legally require confidentiality, such as
* Personnel matters
* Legal action
* Pending financial transactions
* Information obtained under NDA with other entities
* Personal information about members
* The content of tests or certifications
In addition, from time to time the Board may be involved in negotiations which legally may not ''require'' confidentiality, but have ''business sensitivity''. For instance, if the Board approves a resolution to negotiate a contract for a service, and specifies that the Board authorizes an expenditure of "up to $10,000," that information going public would obviously put SAGE in an handicapped negotiating position.

The decision to enter into an NDA is of course the individual's. But a Director in good standing cannot be excluded from discussions of the Board. For this reason, all Directors must agree to abide by the NDA.

=== Can I wait until I am seated to sign the NDA? ===

Yes. The documents being released to candidates, except for documents relating to AMC selection, will be released to the public after they have been cleaned up and placed into proper context, so you will not need to sign the NDA to receive them. Eligibility to be seated on the Board, however, requires that you sign the NDA.

=== What will I get to see once I sign the NDA? ===

Our review of AMC candidates, the names of the AMCs on the shortlist, and their responses are subject to the NDA, because of business sensitivity.

== Directors & Officers Insurance ==

=== What is D&O insurance? ===

As a director, you are a ''trustee'' of the corporation; just like in a for-profit corporation, trustees are personally liable for the decisions they make. Directors & Officers (D&O) insurance protects your personal assets in the event of managerial malpractice or other claims against you in your role as a director. A D&O policy will cover legal defense as well as claims adjudicated or settled against you.

D&O insurance is just one tool to mitigate financial impact as a result of mismanagement. ''Preventing'' mismanagement, through prudent policies and procedures and director care, is at least as important as carrying D&O insurance.

Despite its name, most nonprofit D&O policies do not just cover directors and officers, but all staff and volunteers.

=== Is D&O insurance necessary? ===

It is not legally ''required''. However, over one-third of nonprofits in the U.S. have had a directors and officers liability claim in the past ten years, and the frequency of such claims is rising. Increasing litigiousness means that, even if you are totally blameless, there is a chance that you might find yourself responding to a lawsuit. Without D&O insurance, you must pay for your own defense—SAGE legally ''cannot'' defend you in most circumstances.

=== Won't my personal umbrella insurance cover me? ===

Probably not. Umbrella coverage (such as that offered in your homeowner's or renter's policy) will usually cover personal injury claims, but not managerial malpractice when acting as a director.

=== How expensive is it? ===

Nonprofit D&O insurance is much less expensive than for-profit D&O insurance, and there is a good deal of competition in the area, which keeps premiums low and fairly consistent from one underwriter to another.

While SAGE has not yet requested a quote, coverage is likely to be in the realm of a few hundred dollars a month or less.

=== Does SAGE have D&O insurance? ===

The SAGE STG has been covered by USENIX's D&O policy. The new corporation does not, as yet, have D&O coverage, because it does not fall under the category of "transitional expenses" that were approved by USENIX. The Interim Board is currently attempting to secure a D&O policy prior to the new Board's seating, but that is not yet certain.

=== What is the timing of D&O coverage? ===

If not obtained by the Interim Board, obtaining a D&O policy will have to be one of the first tasks of the new Board. The AMC contracted by SAGE will assist the Board in evaluating insurers and policies.

Up until the time the insurance takes effect, you will face personal liability for decisions you make as a director, so it is important that the Board execute quickly on this matter.

=== References ===

* [http://www.cpcusociety.org/file_depot/0-10000000/0-10000/3267/conman/CPCUeJournalMay05art1.pdf An overview of D&O insurance prepared for the Chartered Property Casualty Underwriter's Society].
* [http://www.cimaworld.com/htdocs/d&o.cfm A description of the coverage offered by one underwriter].
* [http://www.nonprofitrisk.org/ Nonprofit Risk Management Center]
* [http://www.mapnp.org/library/boards/boards.htm#anchor153271 Legal and Insurance Considerations for Board Members]

== Affidavits and bonding ==

=== What is the trustee affidavit? ===

All trustees of the corporation—and that will include you, if elected as a director—must sign an affidavit stating your ability to serve legally as a trustee. You will have to swear to your name and address being correct as on file, and certify that you have not been convicted of any felonies.
The affidavit is required by New Jersey law (we are incorporated in NJ).

=== What if I have been convicted of a felony? ===

You will have to disclose that fact on your affidavit and to the Board. You cannot legally serve as Secretary-Treasurer or directly handle association funds unless your rights of citizenship have been restored.

=== Are there any special requirements if I am chosen Secretary-Treasurer? ===

Yes. By New Jersey law, you will have to be bonded in order to certify the books of the association and handle the association's funds. This means you will have to submit to a background check required by the surety corporation providing the bond. The background check may include fingerprinting.

== The Election ==

=== Who can vote? ===

All members in good standing of USENIX's SAGE STG will be allowed to cast a ballot.

=== How will they vote? ===

A website voting server is being set up by two SAGE volunteers, Jesse Trucks and Matt Okeson-Harlow, who are not candidates for election.

=== How will votes be tabulated? ===

The administrators of the voting server will make three copies of the ballots. One will be given to Greg Rose, the chairman of the Leadership Committee. One will be given to another non-candidate SAGE member. These will each be tabulated using different software, to ensure they agree. The third copy will be made publicly available after results are announced.

=== What happens if the two tabulations don't agree? ===

A third tabulation will be performed using a third software implementation. Then we'll file a bug report against the implementation it disagrees with. If the third tabulation doesn't agree with ''either'' of the other two... we'll have an interesting exercise in algorithmic analysis. :-)

=== Why will the ballots be made publicly available? ===

It is good election practice to make ballots available for inspection, and is intended to foster confidence in the fairness of the election.

=== What is the voting system? ===

The system is changed from the one previously used for elections for the SAGE Executive Committee. That system, known as ''first-past-the-post'' or ''plurality voting'', is familiar to most voters: the voter can check a box next to from 1-N candidates, where N is the number of seats to be filled. The N candidates with the most votes win election.

This election will instead use the ''Single Transferable Vote'' (STV). Voters will ''rank'' the candidates they are interested in. They can rank as few or as many candidates as they have an opinion of. Voters cannot rank two candidates equally. Voters may be familiar with this concept from the voting system known as ''Instant Runoff Vote'' (IRV)—the ballot is identical.

The tabulation of the ballots, however, differs from IRV. In STV, each voter has a ''single'' vote, hence the name. That vote will be applied to the voter's choices in order of rank, and will not be wasted either on candidates who have already been ensured election or who are unelectable.

There are many versions, called "methods", of STV. The one being used in this election is called ''Meek's method''. It allows your vote to be ''fractionally'' allocated to multiple candidates. For instance, if your first choice candidate is very popular, while your second choice candidate is not (but still electable), only a small fraction of your vote will be allocated to the first choice, and a larger fraction will go to your second.

Meek's method also has a tie breaking rule using a pseudo-random number generator seeded from the ballots themselves. Other STV methods have arbitrary tie breaking rules, or lack them completely, which can result in vacant seats.

=== This sounds complicated. Why was this method chosen? ===

The first-past-the-post system allows for what is known as ''strategic voting''. Simply put, strategic voting is when voting differently from a voter's ''sincere preferences'' may be ''advantageous'' to the voter's seeing his or her choices elected. For instance, if the voter likes candidates Alice and Bob, but believes Bob is certain to be elected, the voter would have a better chance of seeing both elected if he or she ''withholds'' her vote from Bob and votes only for Alice.

Observation of prior SAGE elections suggests that strategic voting was very common. It is clear that a substantial portion of the members desired a richer mechanism of expressing their preferences than first-past-the-post provides.

The Meek STV system is not susceptible to strategic voting; voters can vote sincerely without fear that their vote may be wasted, or that voting a different way would lead to a better chance of seeing their preferred candidates elected.

Candidates that represent a minority viewpoint have also had trouble being elected in the first-past-the-post system. STV is a type of ''proportional'' system; if a significant minority coalesces around a given candidate, that candidate can be elected under STV.

The Meek STV system is the "gold standard" of multi-winner voting systems; it has most of the advantages of other systems and few of the disadvantages.

The biggest disadvantage Meek's method ''does'' have is that, due to its apportionment and reapportionment of fractional votes and its use of a pseudo-random tiebreaker, it ''must'' be tabulated by computer.

STV is in use in many organizational and government elections around the world. The Meek method of STV is in use in New Zealand, and is the recommended method of the Electoral Reform Society.

=== Will this system change the Board a lot? ===

Chances are, not radically; in a simulation run on the 2000 SAGE Executive Committee's election, a change from first-past-the-post to STV would most likely have only changed one or two of the seven winners.

=== Didn't New Zealand have problems with invalid ballots? ===

Yes. When New Zealand switched to STV from first-past-the-post, some voters marked their (paper) ballots with "X" marks instead of ranking, thus spoiling their ballots.

This will not be an issue in the SAGE election, as the voting system will not accept an invalid ballot. The voter's rankings will be displayed for confirmation before the ballot is cast.

=== What if the membership finds ranking too cumbersome? ===

It is possible that voters will dislike the additional work they must put into ranking all the candidates. If so, the Board might for future elections consider a hybrid approach, known as ''Meek and Warren STV''. In a Meek and Warren election, voters can ''choose'' the type of ballot they wish to fill out: a standard ranked STV ballot, or an "Approval Ballot" in which they can place an X-mark next to those candidates they approve of. Both types of ballots can be tabulated together using Meek's method, but votes from approval ballots cannot be transferred. This means that voters would have the choice of doing an "easy ballot" where there is a good chance that some of their vote may be wasted on unelectable candidates, or a more time-consuming ballot where their vote will be fully utilized.

Another approach that is currently the subject of a great deal of research is ''Condorcet STV''. The Condorcet Method is frequently used for single-seat elections, and works by discovering which candidate would beat all others in individual pairwise elections. Condorcet STV extends this idea to multi-seat elections by discovering which ''slate'' beats all others. The ballot allows two or more candidates to be ranked equally, thus potentially making the ballot easier for voters to use—in the degenerate case, voters could use an approval ballot. The great disadvantage is that, like Meek's method, Condorcet STV must be calculated by computer, but unlike Meek, Condorcet STV is computationally too expensive for real-world elections. Research is ongoing to find ways to optimize the algorithm, and it is likely that by the time of the next election, it will be possible to use Condorcet STV if the Board so desires.

Main Page

2005-05-24T03:32:17Z

Dparter: /* Candidates' Info Packet */

= 2005 SAGE Board of Directors Candidates' Wiki =

This wiki is protected by login and information contained within may be confidential or sensitive in nature.

== Candidates' Info Packet ==

* [[FAQ]]
* [[Interim Board meeting Minutes]]
* The NDA ([[Non-Disclosure Agreement]])
* [[Media:Association_Management_Services_CFP-0003.pdf|The AMC RFP (Request For Proposals)]]
* [[Media:Rfp_round1_evaluation_report-0003-nomcomm-b.pdf|Summary (the front section) of the round one review (redacted)]]
* List of RFP respondents -- ''Requires NDA—will be emailed to you upon receipt''
* [[Articles of Incorporation]]
* [[SAGE Bylaws]]
* [[SAGE Policies]]
* Copy of [[USENIX Board Resolutions]] of 27th June 2004, and all resolutions since
* [[Budget]]
* [[Memos-to-members]]
* [[List of Council members]]

Main Page

2005-05-24T01:47:05Z

Dparter: /* Candidates' Info Packet */

= 2005 SAGE Board of Directors Candidates' Wiki =

This wiki is protected by login and information contained within may be confidential or sensitive in nature.

== Candidates' Info Packet ==

Items in red have not yet been uploaded.

* [[FAQ]]
* [[Interim Board meeting Minutes]]
* The NDA ([[Non-Disclosure Agreement]])
* [[Media:Association_Management_Services_CFP-0003.pdf|The AMC RFP (Request For Proposals)]]
* [[Media:Rfp_round1_evaluation_report-0003-nomcomm-b.pdf|Summary (the front section) of the round one review (redacted)]]
* List of RFP respondents -- ''Requires NDA''
* [[Articles of Incorporation]]
* [[SAGE Bylaws]]
* [[SAGE Policies]]
* Copy of [[USENIX Board Resolutions]] of 27th June 2004, and all resolutions since
* [[Budget]]
* [[Memos-to-members]]
* [[List of Council members]]

Memos-to-members

2005-05-24T01:38:09Z

Dparter: /* Memos-to-Members Archive */

== Memos-to-Members Archive ==

Memos-to-Members and other mail to all SAGE members starting with the June 2004 USENIX Board of Directors decision. I think I have them all (from my mail archives).

* [[SAGE Governance Restructuring (01 Jul 2004)]]

* [[SAGE Status Update (07 Jul 2004)]]

* [[August 2004 Memo to Members (11 Aug 2004)]]

* [[SAGE Memo to Members - October 2004 (1 Nov 2004)]]

* [[SAGE Memo-to-Members (December 2004) (16 Dec 2004)]]

* [[Call for nominations for the SAGE Board of Directors (11 Apr 2005)]]

* [[Memo-to-Members (April 2005) (27 Apr 2005)]]

Call for nominations for the SAGE Board of Directors (11 Apr 2005)

2005-05-24T01:37:25Z

Dparter:

Subject: Call for nominations for the SAGE Board of Directors
To: <each member of SAGE>
From: greg@sage.org

Call for nominations for the SAGE Board of Directors
----------------------------------------------------

In late 2004, the USENIX Board appointed the Interim SAGE Board to start
the transition of SAGE from a Special Interest Group of USENIX to its
own, separate entity. We are the current Leadership Committee, appointed
by the Interim SAGE Board to ensure and oversee the elections of the
new, permanent Board.

Nine people will be elected to the new Board, voted by the current
members of the SAGE special technical group of USENIX. They will then
internally choose officer positions. We need people who are willing
and committed to help run SAGE for the next two years.

WHAT DOES BEING ON THE SAGE BOARD MEAN?

Being on the SAGE Board means that you will have a role in controlling
the way the organization is run, and the direction it heads. You will
help develop the SAGE community and its parts, including publications,
communications with members, professional development, conferences, and
more. A strong SAGE Board is good for the state of systems
administrators everywhere. If you have a vision for your career, this
may be the place to make it happen.

Being on the SAGE Board is a commitment of time and energy. We won't
mince words: this might take a good 10% of your time, and you may be
required to give it in bursts on short notice. Being on the SAGE Board
means that it may, at times, be your biggest commitment. Already
juggling lots of balls? Maybe this isn't the right time for you to
run for the Board.

However, if you have the vision, the time, the energy, the willingness
to work with eight other people to develop SAGE and bring it to full
independence, we want to talk to you.

OK I THINK I'M INTERESTED, NOW WHAT?

Nominations must come from this committee, because of the fact that
the new SAGE doesn't really exist yet. There is no procedure for
self-nomination. We won't withhold a nomination from a qualified and
determined candidate, though. If you are interested in being nominated,
contact one of the undersigned. If you happen to be attending the USENIX
Annual Technical Conference, there will be a SAGE Nominating Committee
BoF on Thursday evening, and that would be a great place to make that
contact with one of us.

We will ask each candidate to say, in writing (or email), that they
understand the commitment they are making before we nominate them.

Let us know. Contact one of the undersigned and we'll be in touch.
Nominations close 2005-04-29 (although this may be extended if there
are
insufficient candidates).

Esther Filderman <mizmoose@gmail.com>
Adam Moskowitz <adamm@menlo.com>
Mario Obejas <obejas@exile.esn.us.ray.com>
Greg Rose <ggr@qualcomm.com> (Leadership Committee chair)

August 2004 Memo to Members (11 Aug 2004)

2005-05-24T01:35:41Z

Dparter:

Date: Wed, 11 Aug 2004 20:38:19 -0400
From: Geoff Halprin <geoff@sage.org>
To: sage-members@sage.org
Subject: [SAGE] August 2004 Memo to Members

SAGE Memo To Members - August 2004
----------------------------------

It has been a month since the previous update was sent to members.
It's time for another update.

To recap:
At the June 27 USENIX Board of Directors meeting it was decided to
dissolve the STG model governing SAGE, and to support the creation
of an independent non-profit SAGE. USENIX is committed to continuing
all SAGE services, and is continuing to operate those services
during the transition period.

The SAGE Executive Committee held a teleconference on July 7th to
discuss the situation and how to proceed. The conclusion of the
discussion is that moving ahead to form an independent SAGE is the
right thing to do. Geoff Halprin, Trey Harris and David Parter were
appointed to the core transition team, which will also serve as the
interim board of the new organisation.

Since then, the following steps have been taken:

1. Lorette Cheswick has joined the Interim Board.

2. Lorette is organizing the paperwork and consulting with other non-
profit organizations, lawyers and accountants with the intention of
registering as a 501(c)(3) charitable non-profit organization.
Lorette has previous experience with several non-profits.

3. 23 members of the system administration community were invited to
join the new SAGE Advisory Council, in order to give the interim
board wider, more diverse points of view and experiences as we
consider various issues in organizing the new SAGE.

To date, the following people have joined the advisory council:

Elizabeth Zwicky, Steve Simmons, Aeleen Frisch, Bill LeFebvre,
Mark Verber, Donal Cunningham, Xev Gittler, Amy Rich,
Tom Limoncelli, Mark Burgess, Alva Couch, David Blank-Edelman,
Pat Wilson, Adam Moskowitz, Luke Kanies, Phil Kizer, and
Marius Strom.

We are awaiting responses from a few others. We may add further
members to the council as appropriate.

4. Chris Palmer, Marius Strom and Phillip Steinbachs have helped us
setup an interim mail server and wiki for use during the transition.
(Normal services continue to be found at sage.org.)

The interim board can be reached at <board@sage-members.org>.

5. The following tasks have been assigned to the members of the
core team:

Lorette Cheswick
- Investigation and formation of legal structure (501c3).
- Drafting of initial rules, by-laws and policies.

Geoff Halprin
- Operations model. As part of establishing a new assocation, we
must address the areas of front-office and back-office functions
(member enquiries, press enquiries, fulfillment, renewals, etc.)

David Parter
- Online services transition. Most of SAGE's services are delivered
online, either via the web site or via mailing lists. Work must be
performed to create the necessary infrastructure and to migrate
services.

Trey Harris
- Draft an initial list of questions to submit to the advisory
council.

### MOVING FORWARD

There are a number of steps involved in creating a new organisation,
and many choices we must make as we proceed along this path. We will
be seeking the advice of the council as appropriate, and we will be
seeking help from the greater membership. Some of the issues that will
be determined over the coming months are:

1. Governance issues

Draft bylaws and policy documents will be drawn up and circulated
to the advisory council for discussion.

2. Organizational/management issues

We have to decide on how the organization will be managed. The two
options are to hire an association management company or to hire a
part-time office manager/administrative assistant to establish an
office, maintain the books, and assist in organizing the various
tasks.

3. Schedule and budget
Geoff is investigating how best to address this area.

A realistic schedule of milestones for both organizational
objectives and for program transfer needs to be established.

An interim budget for the organisation needs to be established.

4. IT plans

We need to establish an IT infrastructure, both for the SAGE online
presence and for "back office" operations.

5. Program plan

We must develop an initial plan for which new programs to offer,
and their relative priorities.

### TASK TEAMS/VOLUNTEERS

It is our intention to work with the advisory council and the wider
membership to recruit task-oriented volunteer teams to carry out
many of the organizational and progam-related tasks. Expect to hear
more about this in the next few weeks, as we identify specific areas
and tasks.

### IN CONCLUSION

SAGE is moving forward on its plan to create a viable, independent
professional assocation for system administrators. Much of this work
will be behind the scenes, but there will be significant venues for
members to contribute.

The most important things right now are to continue the activities of
the sage-members forum and the SAGE local groups, contribute news
articles to the sage-news editors, and to recruit attendees for the
annual LISA conference (http://www.usenix.org/events/lisa04/).

We welcome your comments and contributions.

Warm regards,

The SAGE Interim Board
(Geoff Halprin, David Parter, Trey Harris, Lorette Cheswick)
board@sage-members.org

Memo-to-Members (April 2005) (27 Apr 2005)

2005-05-24T01:34:13Z

Dparter:

To: sage-members@sage.org
Subject: [SAGE] Memo-to-Members (April 2005)
Date: Wed, 27 Apr 2005 13:48:00 -0500
From: David Parter <dparter@cs.wisc.edu>

SAGE Memo-to-Members
April 2005

1. LISA 2005 update

The deadline for LISA 2005 submissions is fast approaching -- May 10.
See http://www.usenix.org/events/lisa05/cfp/ for submission details

Make sure to reserve the dates now for attending LISA05: December 4-9,
San Diego CA. See http://www.usenix.org/events/lisa05/ for details

2. SAGE Transition status/news

At the recent USENIX Annual Technical Conference, the transition team
(Lorette Cheswick, Geoff Halprin, Trey Harris and David Parter) held
a well-attended BOF to update members and answer questions. We had a
good discussion about many issues related to the transition process
and organizing an independent SAGE.

Here are the highlights:

* LISA: A frequent question from the members regards the future of
the LISA conference. LISA will continue to be co-sponsored by
USENIX and SAGE, and will continue to be the premier System
Administration event.

* SAGE memberships and benefits continue unchanged -- please renew
when your membership expires! (Another frequent question)

* Incorporation: As previously reported, we have incorporated in New
Jersey, and filed with the IRS for 501c(3) non-profit tax-exempt
status. The transition team is now officially the Interim Board of
Trustees.

* Governance: we are continuing to refine the bylaws and establish
initial policies of the new SAGE. As previously reported:
- The Board will have 9 members, elected at large, for two-year terms
(Note: Elections will be by preferential voting)
- The Board will elect officers from within the Board

* Elections: see below

* Management: see below

* All the documents relating to the organization will be posted on the
web in the next few weeks. We will send email to sage-members to
let you know.

3. SAGE Elections

A few weeks ago email was sent to all SAGE members from the
Leadership Committee soliciting nominations for the SAGE Board of
Directors. If you are interested, please contact a member of the
Leadership Committee:
Esther Filderman <mizmoose@gmail.com>
Adam Moskowitz <adamm@menlo.com>
Mario Obejas <obejas@exile.esn.us.ray.com>
Greg Rose <ggr@qualcomm.com> (Leadership Committee chair)

The leadership committee held a well-attended BOF at the
recent USENIX Annual Technical Conference to discuss
nominations and the election procedures.

The election will be held online in early June. The new Board will
take office shortly after the elections.

4. SAGE Management

Using frequent flyer miles, vacation days, juggling consulting
clients, and start-up funding from USENIX, the Interim
Board/Transition Team is currently in the midst of a whirlwind
five-city tour to conduct on-site visits/interviews with the finalists
for an association management company (AMC) to provide management
services for the new SAGE.

Hiring an AMC is a cost-effective way to retain staff, establish an
office, and gain the expertise of professionals in association
management, without having to do it all ourselves (for more
information on AMCs, see http://www.iaamc.org/).

We recieved 19 proposals in reponse to our request for proposals, and
after review of the proposals and phone interviews, narrowed the list
to five finalists.

We expect to have an AMC selected in the next few weeks, at which
point we can begin planning for the transition of services and the
seating of the new Board of Directors. Having an AMC will also help
us to address the administrative/logistical details of the first
Board of Directors' election.

If you have any comments, feedback, questions, please contact us:

SAGE Transition Team/Interim Board: board@sage-members.org

David Parter
Your memo-to-members editor
dparter@sage.org

SAGE Memo-to-Members (December 2004) (16 Dec 2004)

2005-05-24T01:32:48Z

Dparter:

To: sage-members@sage.org
Subject: [SAGE] SAGE Memo-to-Members (December 2004)
Date: Thu, 16 Dec 2004 10:57:27 -0600
From: David Parter <dparter@cs.wisc.edu>

SAGE Memo-to-Members
December 2004

1. LISA 2004 wrap-up and news

For those who couldn't attend, LISA 2004 (Atlanta, Nov. 14-19) was
very successful. We had about 1120 attendees, and feedback was very
positive. Congratulations and thank-you to all the speakers; Lee
Damon (Program Chair); the Program Committee; and the Invited Talks,
Guru-is-In and workshop coordinators; and to the USENIX staff and
everyone else involving in making LISA the great conference that it
is.

Next year's LISA Program Chair is David Blank-Edelman. You can
contact him with comments/ideas/questions at lisa05chair@usenix.org.

Also at LISA:

- Doug Hughes was the recipient of the first Chuck Yerkes Award for
Outstanding Individual Contribution on Member Forums.
Congratulations Doug!

- Brent Chapman was the recipient of the SAGE Outstanding Achievement
Award. Congratulations Brent!

- Short Topics Booklet #12 was released:

Building a Logging Infrastructure
by Abe Singer and Tina Bird

Booklet #12 is being mailing to all new members. It will be on the
sage.org website soon. If you want to order a printed copy, see
http://www.sage.org/pubs/ordering.mm

- New SAGE Polo Shirts were on sale at LISA, and will be available in
the future via the SAGE Store.

- Free SAGE Stickers (for laptops and other flat surfaces) were a big
hit: see http://www.sage.org/newsage/lisa2004stickers.gif

JD Welch donated the designs. The "Rules for Sysadmins" were
provided by William Annis. We are out of stickers now, but we
will be making more stickers (and adding designs) in the future.

- Contestants in the annual LISA QUIZ SHOW received framed copies of
the SAGE Code of Ethics (along with the usual pile of tech books)
as prizes (visit http://www.sage.org/ethics.mm for the text of the
code of ethics and a downloadable version suitable for framing).

- The SAGE transition team had a very productive open meeting with
members. The transition team provided an update on the transition
to an independent SAGE (see below). Other issues discussed included
governance, marketing, and improving communication.

2. SAGE Transition status/news

(note: much of this is taken from the slides prepared for the
community meeting, with updates and edits appropriate for an email
format).

First, we need to reiterate several important points:

* SAGE services will continue to be provided by USENIX until the
transition to a new SAGE organization. Rob Kolstad and the USENIX
office staff are still working on SAGE projects and services.

* SAGE memberships continue unchanged -- please renew when your
membership expires!

* LISA will continue to be co-sponsored by USENIX and SAGE, and
will continue to be the premier System Administration event.

The transition team (Lorette Cheswick, Geoff Halprin, Trey Harris,
and David Parter) and others have been devoting considerable
attention to understanding the organizational problems that have hurt
SAGE in the past, as well as to identification of our strengths.

During the transition, there will inevitably be some cases of "One
step back, two steps forward." It is our goal that the "two steps forward"
will happen in a timely manner. Setting up a new organization and
coordinating with USENIX will inevitably lead to instances where we
miss opportunities, or are slow to deal with things.

The creation of a new, independent SAGE will allow us to move
forward on our agenda in a more aggressive, wide-reaching way. We
will have much more flexibility, but with independence comes
responsibility -- and teething problems.

In examining lessons learned from the past, a few issues stand out:

* The independence issue has been put to rest: the question has
been decided, we are moving on

* Opportunities for volunteerism have been scattered,
under-utilized, poorly organized, and frustrating for volunteers
* We have had a failure to communicate (and the tardiness of this
memo to members is not a sign of improvement -- as we are well
aware!)

We have identified three preliminary points to address those
problems:

* Better communications: The organization and the members must
be connected. Ideas that have been discussed include better use
of mailing lists, wikis, and sending the "memo to members" on a
regular (scheduled) basis

* Better member involvement: More volunteer opportunities, with
more support and satisfaction for volunteers

* Better leadership development: This flows naturally from a more
involved and connected membership, but that isn't enough. Instead
of ad-hoc Nominating Committees (for the elections) every two
years, we will be putting together a standing Leadership
Development Committee. The Leadership committee is tasked with
developing and nurturing SAGE leadership at all levels, and
serving as the nominating committee for Board elections.

Incorporation:

In accordance with the roadmap established by the USENIX Board of
Directors, the SAGE Transition Team has filed the paperwork for
incorporation (in New Jersey) and applied for tax-exempt
status. The transition team is now officially the Interim Board of
Trustees.

This has been submitted to the USENIX Board of Directors, who have
accepted it pending verification.

We are awaiting verification and clarification of some details
from the State of NJ.

Governance:

We have been drafting the bylaws for the new SAGE, and have
established the following:

- The Board will have 9 members, elected at large, for two-year
terms (Note: Elections will be by preferential voting)

- The Board will elect officers from within the Board

- Elections for the first full board are targeted for March,
2005.

- As discussed above, nominations for the Board will be handled by
the Leadership Development Committee (to be named). Nominations
can also be made directly by members.

Management:

We have been exploring our options for how to manage the
organization day-to-day. Options range from hiring our own staff
to contracting with a company that specializes in association
management. Most likely we will end up with a hybrid: An
association management company for administrative and other tasks
common to most associations, and individual contracts for
SAGE-specific services as appropriate.

3. How you can get involved

Right now, we don't have the capability to effectively use a lot of
volunteers -- but there are things that members can do to help:

- Stay involved, and keep caring

- Renew your SAGE membership, and recruit your co-workers and other
sysadmins to join.

- Participate in your local SAGE group, and bring along some of your
co-workers. If you don't have a local SAGE group, help start one!
Participation in local groups is the most effective way for most
members to make a difference right now.

- If you have business experience, and have the time to help us
review our business/management/administrative options, please
contact us.

- If you have marketing experience, and have time to help, or ideas
about how we should market SAGE (including a better answer to the
question of why a system administrator should join SAGE), please
let us know

- If you have experience with member/community-oriented web sites
(such as what sage.org could/should be), and have time to
participate in either the technical or editorial direction of
the sage.org web site, please let us know.

4. Contact info:

* SAGE Transition Team/Interim Board: board@sage-members.org

* SAGE Coordinating Committee: sagecom@usenix.org

* SAGE member services: kolstad@sage.org
tara@sage.org

David Parter
Your memo-to-members editor
dparter@sage.org

SAGE Memo to Members - October 2004 (1 Nov 2004)

2005-05-24T01:30:30Z

Dparter:

Date: Mon, 1 Nov 2004 07:42:48 -0500
From: Geoff Halprin <geoff@sage.org>
To: sage-members@sage.org
Subject: [SAGE] SAGE Memo to Members - October 2004

SAGE Memo to Members - October 2004
-----------------------------------

In This Issue:
1. The creation of an independent SAGE
2. Association operations
3. The Chuck Yerkes award
4. LISA 2004

Greetings one and all,

This is a very exciting time for SAGE.

As you are aware, SAGE is separating from USENIX, and becoming
a non-profit corporation in its own right. We believe strongly
that this is essential for the future health of the organisation,
and will allow us to pursue our vision of the future of system
administration as a profession, and of SAGE as the professional
association for system administrators.

For all of the obvious and valuable synergies between SAGE and USENIX,
the two organisations have always had different and sometimes
conflicting agendas. With this new phase of SAGE's existence, we will
be able to continue to work closely with USENIX as in the past, but we
will now also be able to address our broader agenda as a professional
association.
In the short term, there will obviously be some teething problems, and
some delays in introducing new programs. We ask for your patience, and
of course, for your contributions.

In this issue, we have included some more detail about the transition
process, as well as a number of other topics. We hope you enjoy the
read.

There will be an extended community meeting at LISA. We hope to see
many of you there.

Warm regards,

The SAGE Interim Board
(Geoff Halprin, David Parter, Trey Harris, Lorette Cheswick)
board@sage-members.org

### 1. The Creation of an Independent SAGE

As you will be aware from the previous few memos, SAGE is in the
process of creating a separate non-profit organization, independent
of USENIX, to which all SAGE activities, assets and members will be
transferred.

There are essentially three phases to this process:
1. Create the new legal entity;
2. Transfer assets; and
3. Complete the transition.

This first step includes registering the non-profit corporation,
writing the initial set of bylaws and policies, and submitting
paperwork to the IRS to register for non-profit status.

It has been the intent of the transition board to complete this
first step by LISA 2004, which is now only a few weeks away. We
are on track with this first milestone.

Once we complete this work, and the USENIX Board certifies that
we have completed the tasks necessary, we will begin the phased
transition of services and members to this new entity. We will
be doing this in a staggered fashion over several months, in
order to minimise the impact on our services.

Six to twelve months after step 2 is concluded, the new SAGE will
demonstrate to the USENIX Board that we have met our obligations and
are a viable entity, at which point the transition will be completed
with the final transfer of SAGE assets to the new SAGE.

### 2. Association Operations

As part of creating an ongoing concern, we must look at how to staff
the association. The two major options are to staff a new office from
scratch, or to outsource management to an organisation that
specialises in provision of association management services.

To explore our options further, in September the board issued a
Request For Proposals (RFP) to a number of assocation management
companies through the International Assocation of Association
Management Companies. [Say that seven times fast!]

We have received 17 proposals, and are now in the process of
evaluating these in order to determine whether one of these companies
represents a good fit for SAGE and will help us to deliver services
and grow the organisation.

In the meantime, services continue to be provided by USENIX, and
we are assembling teams to manage the transition of services and
IT functions.

### 3. Chuck Yerkes Award

As subscribers to sage-members are aware, Chuck Yerkes, a valued
member of the SAGE community, passed away on August 27th. This is a
terrible loss to the SAGE/system administration community. Chuck was a
regular contributor to the list, and always helpful and generous with
his time and knowledge.

In honour of his many contributions, SAGE is pleased to announce that
we have created a new award:

"The Chuck Yerkes Award for outstanding individual contribution on
member forums."

(a.k.a. "The Yerkes Award for Conspicuous Generosity of Clue.")

This will be an annual award, presented to the person (or people)
judged to have most significantly contributed to the mentoring of
their peers through contributions on the various SAGE member
forums (sage-members, SAGEnews, SAGEwire, IRC, etc.).

The inaugural award will be presented at LISA 2004 in Atlanta.

### 4. LISA 2004

We are in the run up to LISA, and the program looks as good as ever!

LISA continues to be the preeminent systems administration conference
on the yearly calendar. It is the most significant training and
professional development opportunity for you and your colleagues. This
year there are training sessions (tutorials) on every day. The
conference program is, again, an excellent, wide-ranging collection of
research and practical papers covering all aspects of the profession.
Lee Damon and his team have done a fantastic job pulling together this
conference.

So, have you registered? http://www.usenix.org/events/lisa04/

LISA remains the major SAGE member event of the year. SAGE will be
conducting an extended community meeting at LISA, to give us time to
hear from you about your concerns and desires for the organisation.

If you or your colleagues hail from the US South East (Georgia,
Florida, Mississippi, Alabama, DC, Virginia, Tennessee), then this is
the first time that LISA has been in the area in quite a while. We
would like to encourage you to pass on the conference information to
all your peers in the area.

We hope to see you there.

--
The SAGE Transition Team
board@sage-members.org

SAGE Governance Restructuring (01 Jul 2004)

2005-05-24T01:24:47Z

Dparter:

To: sage-members@sage.org
Subject: [SAGE] SAGE Governance Restructuring
Date: Thu, 01 Jul 2004 15:35:45 -0500
From: David Parter <dparter@cs.wisc.edu>

As you probably know by now, the USENIX Board of Directors has dissolved
the SAGE STG, with a committment to continuing to serve the system
administration community, and an option for an independent SAGE to be
formed, to which USENIX will transfer SAGE assets and services.

There has been no public discussion of this because we have been
operating in a constantly changing situation in a very tightly
compressed timeframe -- about 3 weeks, including this week at the
USENIX annual technical conference.

Early next week the sage executive committee will have a conference call
to catch up and take stock on where exactly we are. Immediately after
that, we will update everyone on the situation.

It is our intent to form a small transition team (with some members from
the current sage-exec and some new members with relevent experience) and
a wider advisory council to guide the formation of an independent SAGE.

The exact direction and steps we take will depend on the feedback from and
participation of the community. Members of the exec who are at
USENIX have been having extensive conversations with various members
of the community at the conference.

The three milestones for an independent SAGE are:

1. creation of a nonprofit SAGE organization and application for 501c3
status
2. transfer of services and assets

3. successful operation and viability as an organization

To answer some already frequently ask questions:

1) What about LISA?

USENIX will continue the LISA conference. SAGE will continue to
be a co-sponsor, and share in the revenue. LISA will continue
to be SAGE's primary annual conference.

2) How will this affect services?

All current SAGE services and activities will continue, until they
are transfered to an independent SAGE.

3) Who will manage SAGE services in the interim?

The USENIX Board of Directors has appointed a committee to
oversee SAGE operations. It currently consists of Jon "Maddog"
Hall and Geoff Halprin (USENIX Board and SAGE); David Parter
(SAGE); and Mike Jones (USENIX Board). Another SAGE member may
be added.

The compressed timeframe of the discussions with the USENIX Board and
the decision by the USENIX Board to dissolve the SAGE STG immediately
have prevented us from consulting the wider community before now.
Despite the obvious turmoil and uncertainty, this is an exciting
opportunity for SAGE.

Reporting from USENIX,

David Parter and Geoff Halprin

SAGE Status Update (07 Jul 2004)

2005-05-24T01:23:45Z

Dparter:

To: sage-members@sage.org
Subject: [SAGE] SAGE Status Update
Date: Wed, 07 Jul 2004 10:33:29 -0500
From: David Parter <dparter@cs.wisc.edu>

The SAGE Executive Committee held a conference call this afternoon to
take stock of where we stand after the events of the last week.

To recap: The SAGE STG structure has been dissolved effective 30 June
2004, replaced by a committee (appointed by the USENIX Board) which will
oversee existing SAGE services. The USENIX Board empowered the SAGE
Executive Committee to investigate and create a separate non-profit
organization, to which services and assets will be transferred.

The discussion touched on many issues, including the need to do a good
assessment of the strengths and weaknesses of the SAGE Exec and SAGE of
the past few years.

The conclusion of the discussion is that moving ahead to form an
independent SAGE is the right thing to do.

The initial steps of that process are the formation of a core transition
team, and a wider advisory council.

The initial core transition team is Geoff Halprin, Trey Harris and David
Parter. A few additional members will be added.

It has been suggested that task-specific teams be formed (from the core
team, the advisory council and others) in order to best use volunteer
time and expertise, and avoid overloading the core team and prevent
general burnout.

We hope to have a small core team to get the job done efficiently, and
yet still invite wider participation from the community, which will be
necessary for SAGE's long-term success.

We will be recruiting both the wider advisory council and a few more
members for the core transition team between now and the end of the
month. Both groups should be up-and-running by the end of July.

We will have some mailing lists and email aliases set up shortly.

Stay tuned.

Thanks for your continuing concern and input,

Geoff Halprin
Trey Harris
David Parter,
SAGE core transition team

Memos-to-members

2005-05-24T01:22:32Z

Dparter:

== Memos-to-Members Archive ==

Memos-to-Members and other mail to all SAGE members starting with the June 2004 USENIX Board of Directors decision

* [[SAGE Governance Restructuring (01 Jul 2004)]]

* [[SAGE Status Update (07 Jul 2004)]]

* [[August 2004 Memo to Members (11 Aug 2004)]]

* [[SAGE Memo to Members - October 2004 (1 Nov 2004)]]

* [[SAGE Memo-to-Members (December 2004) (16 Dec 2004)]]

* [[Call for nominations for the SAGE Board of Directors (11 Apr 2005)]]

* [[Memo-to-Members (April 2005) (27 Apr 2005)]]

SAGE Governance Restructuring (01 Jul 2004)

2005-05-24T01:21:45Z

Dparter: