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LOPSA Bylaws

2009-07-24T18:53:33Z

Trey: /* Article 13. Parlimentary Authority */ spelling error

[[Category:Policies]]
''Approved by [[Membership meeting Minutes/18 July 2005|ratification of the Membership on 18 July 2005]], effective as of 29 July 2005.''

''Amended on {{minutes link|4 January 2006}}''.

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

== Article 1. Name and Purpose ==

=== Name ===

The name of the organization shall be the League of Professional System Administrators, incorporated as The System Administrators Guild, Inc., a New Jersey nonprofit corporation (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 the New Jersey Nonprofit Corporations Act.

; '''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.

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 ====

'''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 and under New Jersey law to serve on the Board. Notwithstanding the immediately preceding sentence, no Director shall be removed as a Director for the Current Board Term as a result of a change in the Rules made at the time of, or subsequent to, the immediately preceding election of Directors.

=== Election of Directors ===

<div class="noprint" style="clear: right; border: solid #aaa 1px; margin: 0 0 1em 1em; font-size: 90%; background: #f9f9f9; width: 250px; padding: 4px; spacing: 0px; text-align: left; float: right;">
<div style="float: left;">[[Image:Wikipedia-logo-en.png|50px|none|]]</div>
<div style="margin-left: 60px;">[[WikiPedia:Main Page|Wikipedia]] has a page related to:
<div style="margin-left: 10px;">'''''[[WikiPedia:Single Transferable Vote|Single Transferable Vote]]'''''</div>
</div>
<div style="font-size: 10px;">''This link is provided for informational purposes only, and does not reflect policy of the Association.''</div>
</div>

Elections shall be conducted as described in Article 9 and the Election Policy.
Elections for Director shall be conducted using the Meek Single
Transferable Vote.

Voting shall be held every two years, in June.

==== Eligibility ====

Candidates for election to the Board must be members of
the Association in good standing, and must have maintained membership in good standing since the prior
election to be eligible for nomination. Candidates for election to the Board must satisfy all requirements imposed by New Jersey law for serving as a Director of the Association, and must meet any other requirements as set forth in the Rules. Notwithstanding the immediately preceding three sentences, no individual shall fail to qualify as a Candidate for election to the Board as a result of a change in the Rules made within the 180 day period prior to such election of Directors.

==== 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 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.

A Special Meeting of the Board, as specified in Article 6, may be called to consider the censure 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. The Director so accused shall have the right to be present during deliberation and to present a defense.

A censure motion, which may include removal of the accused Director, 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 the Director's seat shall be considered vacant in determining quorum and the number of votes cast.

=== 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 Current 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.

=== 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 the lesser) 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 shall convene the Meeting within 30 days of receiving a valid petition.

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 as described in this Article, Article 9, 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.

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. If more than two choices are given on a sub-question, voting on the option shall be by the Cloneproof Schwartz Sequential Dropping method. Voting "No" on the question does not disqualify the voter from voting on the sub-question(s).

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

=== Quorum ===

For a ballot resolution to be binding upon the Board, quorum must be met. 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. Abstention votes will be counted in determining the question of quorum.

=== 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.

=== 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. Conduct of Elections and Referenda ==

Elections of the Board and Referenda of the membership shall be conducted as follows:

# A ballot of the membership shall be proceeded by a notice ('''Ballot Notice''') being sent to the members at least 21 days prior to the closing date of the ballot.
# The Ballot Notice shall include the names of any candidates and the text of any resolutions to be voted upon, the methods for casting a vote, and the dates during which votes will be accepted.
# The Board shall define proper methods for casting a vote, ensuring 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 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.

Election and referenda policy shall provide for the greatest member participation possible while maintaining organizational prudence.

== Article 10. 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.

=== 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 11. 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, and during the Current Board Term, 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.
* 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.
* If, having quorum at the Ratification Meeting, the ratification vote fails, the amendment fails.

=== Amendment by Members ===

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

== Article 12. 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 13. Parliamentary 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 Parliamentary Procedure.''

== Article 14. 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.

LOPSA Bylaws

2009-07-24T18:51:15Z

Trey: /* Article 13. Parlimentary Authority */ spelling error

[[Category:Policies]]
''Approved by [[Membership meeting Minutes/18 July 2005|ratification of the Membership on 18 July 2005]], effective as of 29 July 2005.''

''Amended on {{minutes link|4 January 2006}}''.

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

== Article 1. Name and Purpose ==

=== Name ===

The name of the organization shall be the League of Professional System Administrators, incorporated as The System Administrators Guild, Inc., a New Jersey nonprofit corporation (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 the New Jersey Nonprofit Corporations Act.

; '''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.

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 ====

'''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 and under New Jersey law to serve on the Board. Notwithstanding the immediately preceding sentence, no Director shall be removed as a Director for the Current Board Term as a result of a change in the Rules made at the time of, or subsequent to, the immediately preceding election of Directors.

=== Election of Directors ===

<div class="noprint" style="clear: right; border: solid #aaa 1px; margin: 0 0 1em 1em; font-size: 90%; background: #f9f9f9; width: 250px; padding: 4px; spacing: 0px; text-align: left; float: right;">
<div style="float: left;">[[Image:Wikipedia-logo-en.png|50px|none|]]</div>
<div style="margin-left: 60px;">[[WikiPedia:Main Page|Wikipedia]] has a page related to:
<div style="margin-left: 10px;">'''''[[WikiPedia:Single Transferable Vote|Single Transferable Vote]]'''''</div>
</div>
<div style="font-size: 10px;">''This link is provided for informational purposes only, and does not reflect policy of the Association.''</div>
</div>

Elections shall be conducted as described in Article 9 and the Election Policy.
Elections for Director shall be conducted using the Meek Single
Transferable Vote.

Voting shall be held every two years, in June.

==== Eligibility ====

Candidates for election to the Board must be members of
the Association in good standing, and must have maintained membership in good standing since the prior
election to be eligible for nomination. Candidates for election to the Board must satisfy all requirements imposed by New Jersey law for serving as a Director of the Association, and must meet any other requirements as set forth in the Rules. Notwithstanding the immediately preceding three sentences, no individual shall fail to qualify as a Candidate for election to the Board as a result of a change in the Rules made within the 180 day period prior to such election of Directors.

==== 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 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.

A Special Meeting of the Board, as specified in Article 6, may be called to consider the censure 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. The Director so accused shall have the right to be present during deliberation and to present a defense.

A censure motion, which may include removal of the accused Director, 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 the Director's seat shall be considered vacant in determining quorum and the number of votes cast.

=== 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 Current 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.

=== 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 the lesser) 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 shall convene the Meeting within 30 days of receiving a valid petition.

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 as described in this Article, Article 9, 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.

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. If more than two choices are given on a sub-question, voting on the option shall be by the Cloneproof Schwartz Sequential Dropping method. Voting "No" on the question does not disqualify the voter from voting on the sub-question(s).

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

=== Quorum ===

For a ballot resolution to be binding upon the Board, quorum must be met. 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. Abstention votes will be counted in determining the question of quorum.

=== 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.

=== 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. Conduct of Elections and Referenda ==

Elections of the Board and Referenda of the membership shall be conducted as follows:

# A ballot of the membership shall be proceeded by a notice ('''Ballot Notice''') being sent to the members at least 21 days prior to the closing date of the ballot.
# The Ballot Notice shall include the names of any candidates and the text of any resolutions to be voted upon, the methods for casting a vote, and the dates during which votes will be accepted.
# The Board shall define proper methods for casting a vote, ensuring 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 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.

Election and referenda policy shall provide for the greatest member participation possible while maintaining organizational prudence.

== Article 10. 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.

=== 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 11. 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, and during the Current Board Term, 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.
* 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.
* If, having quorum at the Ratification Meeting, the ratification vote fails, the amendment fails.

=== Amendment by Members ===

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

== Article 12. 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 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 Parliamentary Procedure.''

== Article 14. 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.

Board meeting Minutes

2009-05-21T15:15:12Z

Trey:

This page is a list of links pointing at Minutes of the Board of the League of Professional System Administrators (LOSPA) in chronological order.

The first Board of what is now LOPSA was elected in Spring 2005 by the members of The System Administrators' Guild (SAGE), which had been a Special Technical Group (STG) of USENIX. The intent was to have this Board manage the planned spin-off of SAGE from its USENIX parent. In November 2005, this plan was changed, and this new organization's name was changed to '''The League of Professional System Administrators'''. At various times during this entire process, this Board's work was referred to by USENIX and itself as '''SAGE''' or '''newSAGE'''. The meaning of '''SAGE''' in the minutes should be apparent from context.

Per the [[LOPSA Policies/Minutes dissemination|policy on minutes dissemination]], publication of minutes may occur up to 30 days after approval, but will ordinarily happen sooner.

Redactions, when present, will be clearly labeled (see the [[LOPSA Policies/Minutes dissemination|policy]] for more about redactions).

See also the older '''[[Interim Board meeting Minutes]]'''.

''Note: Due to sensitive discussions for the past several months, we are behind in posting meeting minutes. This will be rectified and the minutes will be updated soon.''

== 2008 ==
* {{m|8 December 2008}}
* {{m|24 November 2008}}
* {{m|10 November 2008}}
* {{m|27 October 2008}}
* {{m|13 October 2008}}
* {{m|2 October 2008}}
* {{m|28 September 2008}}
* {{m|15 September 2008}}
* {{m|4 August 2008}}
* {{m|7 July 2008}}
* {{m|9 June 2008}}
* {{m|12 May 2008}}
* {{m|28 April 2008}}
* {{m|14 April 2008}}
* {{m|31 March 2008}}
* {{m|17 March 2008}}
* {{m|3 March 2008}}
* {{m|18 February 2008}}
* {{m|4 February 2008}}
* {{m|21 January 2008}}
* {{m|7 January 2008}}

== 2007 ==
* {{m|18 December 2007}}
* {{m|4 December 2007}}
* {{m|20 November 2007}}
* {{m|6 November 2007}}
* {{m|23 October 2007}}
* ''note: no meeting occurred on 9 October 2007''
* {{m|25 September 2007}}
* {{m|11 September 2007}}
* {{m|28 August 2007}}
* {{m|14 August 2007}}
* {{m|5 August 2007}}
* ''note: no meeting occurred on 30 July 2007''
* {{m|23 July 2007}}
* {{m|16 July 2007}}
* {{m|9 July 2007}}
* {{m|2 July 2007}}
* ''note: no meeting occurred on 25 June 2007''
* {{m|18 June 2007}}
* {{m|11 June 2007}}
* {{m|4 June 2007}}
* ''note: no meeting occurred on 28 May 2007''
* {{m|21 May 2007}}
* {{m|14 May 2007}}
* {{m|7 May 2007}}
* {{m|30 April 2007}}
* {{m|23 April 2007}}
* {{m|16 April 2007}}
* {{m|9 April 2007}}
* {{m|2 April 2007}}
* {{m|26 March 2007}}
* {{m|19 March 2007}}
* {{m|12 March 2007}}
* ''note: no meeting occurred on 5 March 2007''
* {{m|26 February 2007}}
* {{m|19 February 2007}}
* {{m|12 February 2007}}
* {{m|5 February 2007}}
* {{m|29 January 2007}}
* ''the 22 January 2007 meeting did not achieve quorum''
* {{m|15 January 2007}}
* {{m|8 January 2007}}

== 2006 ==
* ''note: no meeting on 25 December 2006"
* {{m| 18 December 2006}}
* {{m| 11 December 2006}}
* ''note: no meeting on 4 December 2006''
* {{m| 27 November 2006}}
* {{m| 20 November 2006}}
* {{m| 13 November 2006}}
* {{m| 8 November 2006}}
* {{m| 23 October 2006}}
* ''note: no meeting on 16 October 2006''
* {{m| 9 October 2006}}
* {{m| 2 October 2006}}
* {{m| 25 September 2006}}
* {{m| 18 September 2006}}
* {{m| 11 September 2006}}
* ''note: no meeting on 4 September 2006''
* {{m| 28 August 2006}}
* {{m| 21 August 2006}}
* ''note: no meeting on 14 August 2006''
* {{m| 7 August 2006}}
* {{m| 31 July 2006}}
* {{m| 24 July 2006}}
* {{m| 17 July 2006}}
* {{m| 10 July 2006}}
* {{m| 26 June 2006}}
* {{m| 19 June 2006}}
* {{m| 12 June 2006}}
* {{m| 29 May 2006}}
* ''Minutes of 15 May 2006 are pending Board action.''
* ''Minutes of 1 May 2006 are pending Board action.''
* {{m| 24 April 2006}}
* {{m| 19 April 2006}}
* {{m| 10 April 2006}}
* {{m| 3 April 2006}}
* {{m| 27 March 2006}}
* {{m| 20 March 2006}}
* {{m| 13 March 2006}}
* {{m| 6 March 2006}}
* {{m|27 February 2006}}
* {{m|20 February 2006}}
* {{m|13 February 2006}}
* {{m|6 February 2006}}
* {{m|30 January 2006}}
* {{m|23 January 2006}}
* {{m|16 January 2006}}
* {{m|9 January 2006}}
* {{m|4 January 2006}}

== 2005 ==
* {{m|19 December 2005}}
* {{m|12 December 2005}}
* {{m|6 December 2005}}
* [[/4 December 2005|4 December 2005]]
* [[/28 November 2005|28 November 2005]]
* [[/21 November 2005|21 November 2005]]
* [[/14 November 2005|14 November 2005]]
* [[/7 November 2005|7 November 2005]]
* [[/3 November 2005|3 November 2005]]
* [[/31 October 2005|31 October 2005]]
* [[/24 October 2005|24 October 2005]]
* [[/17 October 2005|17 October 2005]]
* [[/10 October 2005|10 October 2005]]
* [[/3 October 2005|3 October 2005]]
* [[/26 September 2005|26 September 2005]]
* [[/19 September 2005|19 September 2005]]
* [[/12 September 2005|12 September 2005]]
* [[/7 September 2005|7 September 2005]]
* [[/29 August 2005|29 August 2005]]
* [[/22 August 2005|22 August 2005]]
* [[/15 August 2005|15 August 2005]]
* [[/8 August 2005|8 August 2005]]
* [[/4 August 2005|4 August 2005]]
* [[/31 July 2005|31 July 2005]]

== About the redactions ==
Some of the minutes have redacted versions. The redactions are given in the form:

:This sentence includes <strike>words to be redacted</strike> ''{4 words redacted; reason for redaction}''.

The above sentence would read:

:This sentence includes ''{4 words redacted; reason for redaction}''.

The reasons for redaction are:
# Personnel mentioned by name
# Business sensitivity
# Third party mentioned by name

File:Logo.png

2006-12-14T03:01:10Z

Trey: testing file upload

testing file upload

LOPSA Bylaws

2006-11-07T03:21:03Z

Trey: link to membership meeting minutes

[[Category:Policies]]
''Approved by [[Membership meeting Minutes/18 July 2005|ratification of the Membership on 18 July 2005]], effective as of 29 July 2005.''

''Amended on {{minutes link|4 January 2006}}''.

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

== Article 1. Name and Purpose ==

=== Name ===

The name of the organization shall be the League of Professional System Administrators, incorporated as The System Administrators Guild, Inc., a New Jersey nonprofit corporation (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 the New Jersey Nonprofit Corporations Act.

; '''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.

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 ====

'''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 and under New Jersey law to serve on the Board. Notwithstanding the immediately preceding sentence, no Director shall be removed as a Director for the Current Board Term as a result of a change in the Rules made at the time of, or subsequent to, the immediately preceding election of Directors.

=== Election of Directors ===

<div class="noprint" style="clear: right; border: solid #aaa 1px; margin: 0 0 1em 1em; font-size: 90%; background: #f9f9f9; width: 250px; padding: 4px; spacing: 0px; text-align: left; float: right;">
<div style="float: left;">[[Image:Wikipedia-logo-en.png|50px|none|]]</div>
<div style="margin-left: 60px;">[[WikiPedia:Main Page|Wikipedia]] has a page related to:
<div style="margin-left: 10px;">'''''[[WikiPedia:Single Transferable Vote|Single Transferable Vote]]'''''</div>
</div>
<div style="font-size: 10px;">''This link is provided for informational purposes only, and does not reflect policy of the Association.''</div>
</div>

Elections shall be conducted as described in Article 9 and the Election Policy.
Elections for Director shall be conducted using the Meek Single
Transferable Vote.

Voting shall be held every two years, in June.

==== Eligibility ====

Candidates for election to the Board must be members of
the Association in good standing, and must have maintained membership in good standing since the prior
election to be eligible for nomination. Candidates for election to the Board must satisfy all requirements imposed by New Jersey law for serving as a Director of the Association, and must meet any other requirements as set forth in the Rules. Notwithstanding the immediately preceding three sentences, no individual shall fail to qualify as a Candidate for election to the Board as a result of a change in the Rules made within the 180 day period prior to such election of Directors.

==== 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 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.

A Special Meeting of the Board, as specified in Article 6, may be called to consider the censure 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. The Director so accused shall have the right to be present during deliberation and to present a defense.

A censure motion, which may include removal of the accused Director, 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 the Director's seat shall be considered vacant in determining quorum and the number of votes cast.

=== 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 Current 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.

=== 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 the lesser) 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 shall convene the Meeting within 30 days of receiving a valid petition.

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 as described in this Article, Article 9, 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.

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. If more than two choices are given on a sub-question, voting on the option shall be by the Cloneproof Schwartz Sequential Dropping method. Voting "No" on the question does not disqualify the voter from voting on the sub-question(s).

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

=== Quorum ===

For a ballot resolution to be binding upon the Board, quorum must be met. 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. Abstention votes will be counted in determining the question of quorum.

=== 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.

=== 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. Conduct of Elections and Referenda ==

Elections of the Board and Referenda of the membership shall be conducted as follows:

# A ballot of the membership shall be proceeded by a notice ('''Ballot Notice''') being sent to the members at least 21 days prior to the closing date of the ballot.
# The Ballot Notice shall include the names of any candidates and the text of any resolutions to be voted upon, the methods for casting a vote, and the dates during which votes will be accepted.
# The Board shall define proper methods for casting a vote, ensuring 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 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.

Election and referenda policy shall provide for the greatest member participation possible while maintaining organizational prudence.

== Article 10. 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.

=== 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 11. 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, and during the Current Board Term, 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.
* 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.
* If, having quorum at the Ratification Meeting, the ratification vote fails, the amendment fails.

=== Amendment by Members ===

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

== Article 12. 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 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.''

== Article 14. 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.

LOPSA Policies/Privacy

2006-07-27T05:46:03Z

Trey: formatting

{{policy|Privacy}}

{{policy approved|10 July 2006}}

====Our privacy statement====
The following statement discloses The League of Professional System Administrator's information gathering and dissemination practices.

The League maintains member databases that contain mailing, billing, and member profile information, as well as a record of each member's product purchases and registrations for conferences. The information in these databases is used by authorized LOPSA staff members to process orders; mail invoices, member benefits, renewal notices, and announcements; and respond to member inquiries. Member records are maintained as long as an individual is a LOPSA member and for five years following a membership lapse. Purchases and credit card transactions are retained for as long as appropriate to meet contractual, tax, or auditing needs.

LOPSA logs all accesses to our Web site. Summary information derived from these logs may be displayed on the Web. We may analyze log files periodically to help maintain and improve our Web site and enforce our online service polices. Personal information is stored in a relational database and standard security methods are used to protect it. We require confirmation of identity before releasing information back to the user for update over the Web.

Commercial information (such as credit card numbers) is obtained using our encrypted Web server. We do not store complete credit card information on our machines.

====Electronic communication====

LOPSA does not rent or sell email addresses. LOPSA may use email addresses to contact members to answer member questions or to acknowledge the receipt of membership applications and other orders, to send membership renewal notices, and to send announcements and memos about LOPSA activities or programs. You may opt out of recieving periodic announcements and memos.

====Postal mail====

LOPSA may use the postal addresses of its members to mail invoices, products, and announcements from LOPSA and from its supporting members. The names and mailing addresses of members who have not opted out may be rented to outside organizations to send mailing packages that have been carefully screened by LOPSA for their suitability. LOPSA member names and mailing addresses are never sold.

====Opt-out====

You may opt out from having your name and address made available to anyone other than the League on the LOPSA website in your user profile, or by sending mail to info@lopsa.org.

====Change/modify====

LOPSA gives members the opportunity to change information previously provided via the website, or by sending email to info@lopsa.org.

====Links====

The LOPSA site contains links to other sites. LOPSA is not responsible for the privacy practices or the content of such Web sites.

====Online Membership Directory====

The LOPSA Membership Directory identifies the members of LOPSA to one another, in order to promote peer networking. This Directory is accessible only to LOPSA members. Members can search the Directory for other LOPSA members by name, location, or other means.

By default, each member's name, city, state or province, and country are included in the Directory. No other information about a LOPSA member (including street address) is included in the Directory unless the member decides to add this information, making it "public" or "not public". The information included in a member's Directory listing is taken from the member's profile data, and members can "make public" as much or as little information as they wish. Members can remove personal information from the Membership Directory or add information by updating their online profiles. Some of the granular capabilities to opt-in are not yet present; opt-out is assumed in most cases.

The Directory should not be used for the unsolicited promotion of products and/or services. In order to prevent the harvesting of Directory information, searches will return a limited number of names that match the search criteria. To see any additional information that a member has chosen to include in the Directory, the searcher must select a particular member name.

====Contacting LOPSA====

If you have any questions about this privacy statement, the practices of this site, or your dealings with this Web site, you can contact the League of Professional System Administrators, 15000 Commerce Parkway Suite C, Mt Laurel, NJ 08054, info@lopsa.org.

LOPSA Policies

2006-07-27T05:41:30Z

Trey: adding privacy policy

The policies approved by the LOPSA Board of Directors.

* {{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}}
* {{policy link|Nondisclosure agreements}}
* {{policy link|Privacy}}

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

LOPSA Policies/All

2006-07-27T05:39:57Z

Trey:

{{:LOPSA Policies/Policy creation and maintenance}}
{{:LOPSA Policies/Banking Resolution}}
{{:LOPSA Policies/Review of signatory power}}
{{:LOPSA Policies/Corporate seal}}
{{:LOPSA Policies/Foundation Election Arrangements}}
{{:LOPSA Policies/Committees}}
{{:LOPSA Policies/Leadership Committee}}
{{:LOPSA Policies/Board electronic mail lists}}
{{:LOPSA Policies/Board votes via email}}
{{:LOPSA Policies/Communications}}
{{:LOPSA Policies/Minutes dissemination}}
{{:LOPSA Policies/Code of Ethics review committee}}
{{:LOPSA Policies/Awards Committee charge}}
{{:LOPSA Policies/Termination of membership}}
{{:LOPSA Policies/Membership classes}}
{{:LOPSA Policies/Nondisclosure agreements}}
{{:LOPSA Policies/Privacy}}

LOPSA Policies/Privacy

2006-07-27T05:39:05Z

Trey:

{{policy|Privacy}}

{{policy approved|10 July 2006}}

===Our Privacy Statement===
The following statement discloses The League of Professional System Administrator's information gathering and dissemination practices.

The League maintains member databases that contain mailing, billing, and member profile information, as well as a record of each member's product purchases and registrations for conferences. The information in these databases is used by authorized LOPSA staff members to process orders; mail invoices, member benefits, renewal notices, and announcements; and respond to member inquiries. Member records are maintained as long as an individual is a LOPSA member and for five years following a membership lapse. Purchases and credit card transactions are retained for as long as appropriate to meet contractual, tax, or auditing needs.

LOPSA logs all accesses to our Web site. Summary information derived from these logs may be displayed on the Web. We may analyze log files periodically to help maintain and improve our Web site and enforce our online service polices. Personal information is stored in a relational database and standard security methods are used to protect it. We require confirmation of identity before releasing information back to the user for update over the Web.

Commercial information (such as credit card numbers) is obtained using our encrypted Web server. We do not store complete credit card information on our machines.

===Electronic Communication===

LOPSA does not rent or sell email addresses. LOPSA may use email addresses to contact members to answer member questions or to acknowledge the receipt of membership applications and other orders, to send membership renewal notices, and to send announcements and memos about LOPSA activities or programs. You may opt out of recieving periodic announcements and memos.

===Postal Mail===

LOPSA may use the postal addresses of its members to mail invoices, products, and announcements from LOPSA and from its supporting members. The names and mailing addresses of members who have not opted out may be rented to outside organizations to send mailing packages that have been carefully screened by LOPSA for their suitability. LOPSA member names and mailing addresses are never sold.

===Opt-Out===

You may opt out from having your name and address made available to anyone other than the League on the LOPSA website in your user profile, or by sending mail to info@lopsa.org.

===Change/Modify===

LOPSA gives members the opportunity to change information previously provided via the website, or by sending email to info@lopsa.org.

===Links===

The LOPSA site contains links to other sites. LOPSA is not responsible for the privacy practices or the content of such Web sites.

===Online Membership Directory===

The LOPSA Membership Directory identifies the members of LOPSA to one another, in order to promote peer networking. This Directory is accessible only to LOPSA members. Members can search the Directory for other LOPSA members by name, location, or other means.

By default, each member's name, city, state or province, and country are included in the Directory. No other information about a LOPSA member (including street address) is included in the Directory unless the member decides to add this information, making it "public" or "not public". The information included in a member's Directory listing is taken from the member's profile data, and members can "make public" as much or as little information as they wish. Members can remove personal information from the Membership Directory or add information by updating their online profiles. Some of the granular capabilities to opt-in are not yet present; opt-out is assumed in most cases.

The Directory should not be used for the unsolicited promotion of products and/or services. In order to prevent the harvesting of Directory information, searches will return a limited number of names that match the search criteria. To see any additional information that a member has chosen to include in the Directory, the searcher must select a particular member name.

===Contacting LOPSA===

If you have any questions about this privacy statement, the practices of this site, or your dealings with this Web site, you can contact the League of Professional System Administrators, 15000 Commerce Parkway Suite C, Mt Laurel, NJ 08054, info@lopsa.org.

NDA

2006-04-03T23:57:07Z

Trey:

#REDIRECT[[Non-Disclosure Agreement]]

Non-Disclosure Agreement

2006-04-03T23:56:26Z

Trey: current rev

Non-Disclosure Agreement between '''The System Administrators Guild, Inc. of New Jersey''' (doing business as "The League of Professional System Administrators (LOPSA)) and the person described below ("'''You'''"), for the provision of services to LOPSA.

As an agent (director, employee, consultant, volunteer, or other) of LOPSA, you have functions and responsibilities ("Duties") within LOPSA 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 LOPSA. You also agree to request in advance the consent of the Board for the permission to disclose LOPSA information to anyone else.

By accepting below, you also understand and agree not to disclose passwords, access procedures, and security protocols regarding LOPSA'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 LOPSA or completion of the Duties. You agree to inform the LOPSA 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 LOPSA) to LOPSA 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 or legal action. You understand and agree to be bound by the provisions of this agreement even after your employment, board term or other privileged position with LOPSA has ceased.

Signature: ____________________________________

Printed Name:____________________________________

Address: ____________________________________

City, State: ____________________________________

Date: ____________________________________

Board meeting Minutes

2006-02-18T01:46:24Z

Trey: /* 2005 */ adding 6, 12, 19 December minutes

Board meeting Minutes/6 February 2006

2006-02-18T01:44:18Z

Trey:

{{minutes box|before=30 January 2006|after=13 February 2006}}

{{working paper}}

{{minutes approved|13 February 2006}}

;Present: Tom Perrine (chair), Matthew Barr, Trey Harris, Doug Hughes, Andrew Hume, Chris Palmer, David Parter, Stephen Potter, Pat Wilson (note taker), Sam Albrecht

;Opened: 20:05 <b>Eastern Time</b>

;Closed: 21:22 <b>Eastern Time</b>

== Consent Agenda ==
* '''Approve minutes of {{minutes link|30 January 2006}}'''
* '''Retire {{policy on|Foundation Election Arrangements}}'''

Consent agenda approved.

== Action Items ==
=== Board Committees ===

* Development Committee (Wilson/Potter)
** Wilson - Work on proposals for potential sponsors - '''not done'''

* Partnership and Liason Committee (Perrine)
** Perrine- Write another note to the Advisory Council as soon as biz plan first draft complete - '''still pending'''

* Leadership Committee (Greg Rose)

* Policy Committee (Harris)
** Harris, Hume, Wilson - draft a liaison charter and policy. '''Placeholder created on wiki for Liaisons to other organizations policy.'''

* Communications Committee
** Palmer -- Fix the problems with the postcard and revisit information requested - '''in progress'''
''Will ask the same questions on the postcard as we do on the web''

* Membership Committee
** Harris, Albrecht - membership kit - '''in progress'''
** Harris, Albrecht - Decide on whether to send out hard copy of Code of Ethics. - '''Done'''
** REPORT FROM ALBRECHT - Stationary ordered, pins being wrapped in bubble wrap, hard-copy Code of Ethics ordered, membership card design done - some discussion of whether we want to put 2006 on it, President's letter drafted, still good for commitment date of 20 Feb/goal date of 13 Feb.

=== Program Committees ===

* Conference Planning Committee (Wilson/Perrine)
** Palmer - canvass BBLISA for Boston Linux Expo booth volunteers - '''call issued'''
** Barr, Perrine, Wilson - present several possible scenarios for LOPSA training events - '''in progress'''
''Parter notes that we should also step up work on non-LOPSA events at which we wish to have a presence.''

* Technical (Online) Services (Hughes/Parter)
** Albrecht, Hughes - extend member database: '''Ready for use. Still a lot of reconciliation to do'''
** Parter - add verisign credit card processing: '''Done.'''
''In general, the preference is for payment to be made via credit card rather than PayPal - this will be made more explicit.''

ACTION ITEM: Albrecht, Barr, Parter to define an expedited member registration process for use at SCALE.

* Content Services Committee (Palmer/Potter)
** Palmer, Potter - Contact other LISA '05 content contributors with hosting offer - '''in progress'''
** Barr - Write book club announcement for Palmer wordsmithing - '''announcement sent'''
''We have the first volunteer editor in chief, and another person has been identified for this role as well. Cat Okita has volunteered for security content.

=== Non-Committee ===

* Financial
** Parter - Integrate on-line merchant account into the website (see verisign above) - '''Done'''
** Hume - Present draft financial policies for Board approval. - '''no action'''
** All - Approve an outside CPA prepare LOPSA 2005 tax return (estimated cost of $250) in lieu of a formal review or audit of the books. - '''Done'''
*** REPORT FROM ALBRECHT - Here's the CPA's info: Faktorow, Barnett & Brunner, LLC, 100B Centre Boulevard, PO Box 730, Marlton, NJ 08053-0730, phone #856-810-2160, fax#856-810-2165, Jeff Barnett is our main contact. Cost will be $250.00

* Albrecht:
** Give a plausible estimate of fully loaded member cost - '''in progress'''
*** REPORT - Should have next week after all stationary, certificate, mailing costs are in hand.
** Draft letter of agreement for LOPSA-AH 2006 work. - '''not done'''

* Barr:

* Harris:
** Put an item on this agenda regarding how the Membership Committee would like to proceed regarding membership drives — see wiki for Membership drive doc - '''on hold pending fully loaded member cost'''

''Some concern regarding lack of coordination with respect to joint USENIX/LOPSA projects and the re-emergence of SAGE was expressed; Hume will send a query to Alva Couch (USENIX Board LOPSA liason)''

* Hughes:

* Hume:
** Review minutes and provide a list of redactions pertaining to SAGECom that may now be restored - '''not done'''

* Palmer:

* Parter:

* Perrine:

* Potter:
** Update the [[SAGE Policies/Code of Ethics review committee]] charge - '''Done'''

* Wilson:

* All:
** Flesh out charges/specifications for 90 day services listed at projects - '''in progress'''

== Standing Reports ==

* Treasurer's report
It was agreed that there's too much latency in various processes to have bank balances each week; this item will be made monthly, and occur during the 2nd week of every month only. Emergent issues will be brought up on an as-needed basis.

* Membership report
** 278 members with online accounts
** 31 members without online accounts
** 309 total (+9 from last week)
** 10 pending (-3 from last week)

* Online report

== Project progress ==

Wilson expressed concern about feeling out of touch regarding project status.

ACTION ITEM: Hughes to speak with the volunteer coordinator (Hans Kugler) regarding setting up some regular reporting methods.

Currently:
* jobs-board project has made some small progress (installation of a drupal module)
* web-forwarding and mail-forwarding are moving forward
* events calendar has been started. Local groups might want to post their meetings there.

== Code of Ethics review committee charge ==

'''MOTION by Parter, seconded by Hume to adopt the charge to the Code of Ethics review committee as amended. Passes'''

{{blockquote}}
The SAGE Code of Ethics was adopted '''by USENIX/SAGE''' in 2003. It is intended that the Code of Ethics should be broad enough to not need frequent revision, but strong enough to serve the Profession, individual Practitioners and system administration organizations.

'''After the separation of USENIX and LOPSA, LOPSA approached USENIX about use of the Code of Ethics. USENIX and LOPSA both understand that the Code gains value as it is adopted by more organizations representing a larger audience, and for each organization to create their own Code diminished the value of all Codes. USENIX approved the de-branding and renaming of the Code as the System Administration Code of Ethics. Concurrent with that action, USENIX invited LOPSA to:
* become an equal signatory to the Code, gaining full copyright privileges
* perform the official Code of Ethics review'''

To take into account any deficiencies found in the Code after adoption, and to adapt to changing circumstances, a two-year review was mandated at the time of adoption, with the expectation that future reviews every four years would be appropriate. It is not intended that this review entail a major rewriting of the Code of Ethics. If the review comittee feels that a major rewrite is necessary, it should provide an explanation in the submitted recomendations, but not undertake that task.

The Code of Ethics Review Comittee is charged with organizing the review of the
[http://www.sage.org/ethics.mm System Administrator Code of Ethics]:

* Appropriate attention should be paid to publicity, both for the sake of an informed review involving our members, and as an opportunity for publicity and raising awareness in the broader sysadmin community and perhaps even further (managers, etc). Publicity should be coordinated with the SAGE Communications Committee.
* Discussion with the community should include a public event at LISA 2005 and online discussions, using SAGE online resources and others as deemed appropriate by the committee
* '''In furtherance of the goal of increasing the value of the Code, the Committee should approach additional organizations for input.'''
* The Committee is ''not'' charged with redrafting the Code in its entirety. If the Committee believes this necessary, it should make a recommendation to the Board, but should not proceed.
* A report and recommendations (separate from the report) should be submitted to the Board no later than <s>Feb</s> April 1, 2006:
** The report should document review activities, level of participation, and any other information about the review process as determined to be appropriate by the review committee
** The Recommendations should address:
*** any proposed changes in the text of the Code of Ethics
*** future review schedule (tenatively set for 4-year cycle after the initial 2-year review)
*** '''a list of any other organizations that may be potential signatories'''
*** any other recommendations from the review committee
* The budget for this activity is up to $100. If additional funds are needed, the Committee must seek approval from the Board in advance.
{{end blockquote}}

== New Business ==

'''MOTION by Harris, seconded by Palmer: Approve redaction of {{redacted minutes|9 January 2006}}. Passes'''

'''MOTION by Harris, seconded by Potter: Approve additional redaction of {{redacted minutes|16 January 2006}}. Passes'''

'''Harris holds {{minutes link|23 January 2006}} and {{minutes link|30 January 2006}} minutes for redaction.'''

== Notes/announcements ==

== Adjournment ==

'''MOTION to adjourn by Harris, seconded by Potter.''' Adjourned at 21:22 ET.

Board meeting Minutes/30 January 2006

2006-02-18T01:39:26Z

Trey:

{{minutes box|before= 23 January 2006 |after= 6 February 2006}}

{{working paper}}

{{minutes approved|6 February 2006}}

{{redactions below}}

;Present: Tom Perrine (chair, note taker), Matthew Barr, Trey Harris, Doug Hughes, Andrew Hume, Chris Palmer, David Parter, Stephen Potter, Sam Albrecht

;Apologies: Pat Wilson

;Opened: 20:03 <b>Eastern Time</b>

;Closed: 21:37 <b> Eastern Time</b>

== Consent Agenda ==
* '''Approve minutes of {{minutes link|23 January 2006}}'''
''Passes.''

== Held or Unapproved Minutes ==
* {{minutes link|16 January 2006}} - ''held for redaction''
* {{minutes link|9 January 2006}} - ''held for redaction''

'''MOTION: Approve redacted minutes for 16 January and 9 January'''.
'''Moved Potter, second Barr, motion passes.'''

=== 2005 Minutes ===

Here's the list of minutes that might have issues. I compared the list of what we've published with what actually exists in the Board area, as well as those that include text that claim they are approved...

* 29 Aug - has redactions
* 7 Sep - has pending redactions
* 12, 26 Sep, 10 Oct, 21 Nov - have redactions

* 4 Dec - approved, but not published to public side
* 6 Dec - approved on 12 Dec, but not updated to reflect this, and not published
* 12 Dec - approved 19 Dec, and updated, but not published
* 19 Dec - approved 4 Jan 2006, but not published

'''ACTION: Hume will finalize these for the consent agenda for 6 February.'''

== Action Items ==

=== Board Committees ===

* Development Committee (Wilson/Potter)
** Potter, Wilson - Draft more rigorous sponsorship policy (including definitions): '''done (below)'''
** Wilson - Work on a proposal for ''{name redacted; business sensitivity}'' - '''no action'''
** Albrecht - secured $1,000 cash from Splunk - will be recognized as a Founding Bronze Sponsor.

* Partnership and Liason Committee (Perrine)
** Perrine- Write another note to the Advisory Council as soon as biz plan first draft complete - '''plan not yet complete'''

* Leadership Committee (Greg Rose)

* Policy Committee (Harris)
** Harris, Hume, Wilson - draft a liaison charter and policy. '''not done'''
** Hume discussing roles and responsibilities of our liason to USENIX board with USENIX.
** Discussed ''SAGE -> LOPSA'' in all policies - reminded all that Board action of 21 November 2005 authorized updates of all policies to substitute ''LOPSA'' for ''SAGE''. Remember to update policy to add ''as amended 21 November 2005''.

* Communications Committee
** Palmer -- Fix the problems with the postcard and revisit information requested
** Albrecht - noted that Splunk had sent out a press release mentioning LOPSA as co-sponsor and with a quote from LOPSA ED.

* Membership Committee
** Harris, Albrecht - membership kit
*** Waiting for final graphics to place order.
** Harris - draft "welcome email" for new members: '''done'''
** Parter - send "welcome email" to new members: '''done'''
** ACTION - Decide on whether to send out hard copy of Code of Ethics. If hard copy, then we need to get certificate paper, certificate mailing protectors (basically a strong piece of card stock to keep it from getting bent in the mail), be willing to replace those that will get damaged by USPS, and decide if we want them one-color or two. If we do not send out a hard copy, then we can mention the web location in the welcome package.

=== Program Committees ===

* Conference Planning Committee (Wilson/Perrine)
** Palmer - canvass BBLISA for Boston Linux Expo booth volunteers
** Barr, Perrine, Wilson - present several possible scenarios for LOPSA training events
** Albrecht - Just starting to flesh out some of this (also posted on website). Here's what I have so far:
*** August is a great meeting time - non-peak. September is OK, October - December is crazy for our meetings department.
*** Hours from our end would be about 500-600 at an average cost of about $50/hour. This is a WAG and will need more scoping. Currently includes site selection, contract negotiations (meeting rooms, sleeping rooms, food and beverage, and audiovisual), registration, collateral material preparation (reg package, program), minimal exhibit/sponsor/vendor management (recommending maybe table tops only), and on-site management.
*** I can start putting together a budget once we have length of meeting and number of meeting rooms.

* Technical (Online) Services (Hughes/Parter)
** Albrecht, Hughes - extend member database - beta shown last Wednesday. Should have final version by this wednesday
** Parter - add verisign credit card processing: ''done with testing, waiting for packages on lopsa-02''
** Hughes - add a "how did you find out about us" question to the new member online signup process - '''done'''
** Hughes - generate report regarding how recently non-paid folks have visited the site - '''done'''

* Content Services Committee (Palmer/Potter)
** Palmer, Potter - Contact other LISA '05 content contributors with hosting offer - '''not done'''
** Palmer - talking to two potential content contributors, including a publication
** Barr - will write book club announcement for Palmer wordsmithing, to be published this week (by 4 February)

=== Non-Committee ===

* Financial
** Albrecht, Hume, Parter - Work on integrating databases and financial procedures
*** In process. Recommend deleting this action and replace with the following:
**** ACTION: Parter to integrate on-line merchant account into the website (see verisign above)- '''almost complete'''
**** ACTION: Hume to present draft financial policies for Board approval.
**** ACTION: Parter and Hughes to continue working with staff to enhance database reporting.
**** ACTION: Hughes (and Parter) to generate paypal report for financial reconciliation
** ACTION: Board to approve an outside CPA prepare LOPSA 2005 tax return (estimated cost of $250) in lieu of a formal review or audit of the books.
*** Rationale: Since we've had so little activity, I suggest this as the most logical, cost effective course of action as it gets an outside person to look at the financial records of the organization. Of course the finacials will also be looked over by staff and the Treasurer. If this is not adequate, then I would also suggest forming an audit task force to provide a review of the financials.
** REPORT: 2005 Hours report delivered to Board.
** Albrecht needs the draft 2006 budget in order to build reports for financial reports.
** REPORT: 2005 financial reports are waiting for reconciliation of 2005 PayPal activity as compared to database activity. Deepa is working.

* Albrecht:
** ACTION: Give a plausible estimate of fully loaded member cost
*** Not yet complete.
** REPORT: Albrecht provided monthly staff activity reports for 2005.
** ACTION: Albrecht to draft letter of agreement for LOPSA-AH 2006 work.

* Barr:

* Harris:
** Put an item on this agenda regarding how the Membership Committee would like to proceed regarding membership drives

* Hughes:

* Hume:
** Review minutes and provide a list of redactions pertaining to SAGECom that may now be restored
** Contact Usenix regarding how much of the $10000 allocated to the spinoff startup remains.
*** Approximately $4200 remains - individuals will file for reimbursement first, then AH on behalf of others.

* Palmer:

* Parter:

* Perrine:

* Potter:
** Update the Code of Ethics Review committee charge - '''will return via email this week'''

* Wilson:

* All:
** Flesh out charges/specifications for 90 day services listed at projects
*** This is now urgent, and all board liasons must complete wiki pages ASAP!

== Standing Reports ==

* Treasurer's report

* Membership report
** 269 members with online accounts
** 31 members without online accounts
** 300 total (+2 from last week, but I think it is not quite right)
** 13 pending

* What is the story with fulfillment?
** Membership kit to be in postal mail within three weeks, e.g. by 20 February

* Online report

==USENIX Grant==
* Discuss draft letters. Recommend assigning Andrew an action item to pursue getting USENIX to sign by 3/30/06.
** BREAKING NEWS... - Sam has called the IRS and found out that the proposed expiration of USENIX funding of 9/30/06 will probably not get an expedite and was informed that 45-60 days would be better. Also, the letter should state strongly the impact of not expediting (so I will modify that section also). And the really good news - Sam has a fax number and name of who to send the letters to, along with instructions to call after 5 days if we haven't heard back from the IRS.

== Sponsorship Policy ==
Discussion of Sponsorship policy.

== SCALE ==

Settle final details and responsibilities for SCALE presence. Have lead volunteer (Obejas), have tentative approval from SCALE, awaiting fire marshal approval of booth layout. Booth will have connectivity and power. Barr/Palmer to solicit volunteers on 31 Janurary.

'''MOTION: Reserve and authorize up to $500 in expenses for SCALE presence. This includes shipping, lunch for volunteers, additional reproduction costs if needed, etc.'''
'''Moved Barr, second Palmer'''. ''Passes''.

== Membership ==

Discussion of "fully loaded membership cost." Will proceed with brainstorming "membership drive" activities and costs, and compare to loaded cost when it becomes available. Brainstorm on wiki.

== Other upcoming conferences ==

Discussion of upcoming conferences.

* MIT SPAM conference - Boston, 28 March - Barr and Palmer attending, will have literature and other "presence" TBD. Already have table from conference organizers.

* Linuxwork Expo - Boston, 3-6 April - Have requested space, awaiting confirmation. Palmer and TBD will attend, will solicit colunteers as soon as we have confirmation of a booth.

* USENIX Annual Tech - Boston, 30 May - 3 June - time to start discussions with USENIX

* O'Reilly Open Source - Portland, 24-28 July - conference committee to investigate

== Return of Sponsorship Policy ==

Re-opened discussion of Sponsorship Policy. Revisions to account for "sponsored event acticity" at fixed priced added, discussed.

'''MOTION: Approve Sponsorship Policy.'''
'''Moved Potter, second Parter'''. ''Passed''.

== Adjournment ==

Board meeting Minutes/23 January 2006

2006-02-18T01:36:03Z

Trey:

{{minutes box|before=16 January 2006|after=30 January 2006}}

{{working paper}}

{{minutes approved|30 January 2006}}

{{redactions below}}

;Present: Tom Perrine (chair), Matthew Barr, Trey Harris, Doug Hughes, Andrew Hume, Chris Palmer, David Parter, Stephen Potter, Pat Wilson (note taker), Sam Albrecht

;Opened: 20:04 <b>Eastern Time</b>

;Closed: 22:02 <b>Eastern Time</b>

== Consent Agenda ==
* '''Approve minutes of {{minutes link|16 January 2006}}'''
'''Consent agenda approved.''' Potter holds minutes of 16 January for redaction.

== Action Items ==
=== Board Committees ===

* Development Committee (Wilson/Potter)
** Potter, Wilson - Draft more rigorous sponsorship policy (including definitions) - '''in progress'''
*** First draft on wiki
** Wilson - Work on a proposal for ''{Name redacted; business sensitivity}'' - '''no action'''

* Partnership and Liason Committee (Perrine)
** Perrine- Write another note to the Advisory Council as soon as biz plan first draft complete - '''on hold'''

* Leadership Committee (Greg Rose)

* Policy Committee (Harris)

* Communications Committee
** Palmer -- Fix the problem with the postcard - '''in progress'''. ''further modifications to the information collected on the form were requested''

* Membership Committee
** Harris, Albrecht - membership kit - '''in progress'''. ''issues concerning proper reproduction of the Code of Ethics will be investigated''
** Harris - draft "welcome email" for new members - '''almost complete'''
** Parter - send "welcome email" to new members - '''will send tonight'''
** Hume - Contact the individuals who had expressed interest in a life membership and try to sell multi-year instead - '''still no response. action item will be dropped'''

=== Program Committees ===

* Conference Planning Committee (Wilson/Perrine)
** Barr, Perrine, Wilson - Review charter for Conference Committee and propose a structure to address issues related to participating in conferences and trade shows, including setting criteria for participating, goals. base budgets, etc. - '''Done'''
** Finnalize the structure and decide about SCALE participation by 20 January - '''Done''' ''it was noted that there should be a press release concerning LOPSA's participation in the event''

* Technical (Online) Services (Hughes/Parter)
** Albrecht, Hughes - extend member database (expected first look 8 Jan) - '''in progress; pending staff review'''
** Parter - add verisign credit card processing - '''almost done''' ''some minor cleanup remains''
** Parter - make "staff@" alias for Solanki and Albrecht. '''Done'''

* Content Services Committee (Palmer/Potter)
** Palmer, Potter - Contact other LISA '05 content contributors with hosting offer - '''no action'''
:''Palmer and Potter will temporarily act as content editors until the committee framework can be finalized and volunteers recruited.''

=== Non-Committee ===

* Financial
** Albrecht, Hume, Parter - Work on integrating databases and financial procedures - '''in progress; see above'''

* Albrecht:
** Give a plausible estimate of fully loaded member cost - '''no action'''

* Barr:

* Harris:
** Find the Wiki page of 90-day services and relay the location to the rest of the Board - '''Found'''
** Put an item on this agenda regarding how the Membership Committee would like to proceed regarding membership drives - '''no action'''

* Hughes:

* Hume:
** Review minutes and provide a list of redactions pertaining to SAGECom that may now be restored - '''no action'''
** Contact Usenix regarding how much of the $10000 allocated to the spinoff startup remains. - '''no reply from Usenix''' ''qualifying expenses should be sent to Hume for tracking purposes''

* Palmer:

* Parter:

* Perrine:

* Potter:
** Update the Code of Ethics Review committee charge - '''in progress; mail sent to committee'''

* Wilson:

* All:
** Flesh out charges/specifications for 90 day services - '''in progress.''' ''projects should be defined by 30 January''

== Standing Reports ==

* Treasurer's report
* Membership report
** 264 members with online accounts
** 34 members without online accounts
** 298 total (+10 from last week)
** 14 pending payment

It was decided that a "how did you find out about us" question should be part of the requested information for new members.

''ACTION ITEM: Hughes to add a "how did you find out about us" question to the new member process.''

* Online report
** verisign credit card interface almost done
** new "membership" product type almost done (automates membership bookkeeping)
** 460 online accounts (some duplicates)
** 324 on announce list
** 346 on discuss list
** 337 on tech list
** 263 on profession list
** other mailing lists:
*** 188 on config-mgmt
*** 105 on ethics-review
*** 37 on lopsa-regional-project
*** 11 on lopsa-us-az
*** 36 on resume-interest

There are still a fair number of people with accounts on the site who aren't members - it's probably time to contact them.

''ACTION ITEM: Hughes to generate report regarding how recently non-paid folks have visited the site''

== USENIX Liason ==
USENIX has requested that we select a liaison to them.

'''MOTION by Hughes, seconded by Potter to appoint Hume to the USENIX Liason position. Passes'''

''ACTION ITEM: Harris, Hume, Wilson to draft a liason charter and policy''

== Exec session ==

'''MOTION by Harris, seconded by Palmer to enter Executive Session, inviting the Executive Director to attend. Passes'''

[Executive session entered at 21:08]

[Executive session ends at 21:53]

== NDA ==
'''MOTION (by Harris, Wilson seconds): Adopt the [[NDA]] per the {{policy on|Nondisclosure agreements}}. Passes'''

== Linux Expo Apr 3-6 - Boston ==

It was decided that the possibility of having a booth at the upcoming Boston Linux Expo should be pursued, assuming sufficient vounteers can be found to staff it.

''ACTION ITEM: Palmer to canvass BBLISA for volunteers.''

== Notes/announcements ==

Wilson will be absent for the 30 January meeting. <br>
Barr will be absent 13 and 20 February.

== Adjournment ==
'''MOTION to adjorn by Wilson, seconded by Hume. Passes.''' Ajourned at 22:02 ET.

Board meeting Minutes/16 January 2006

2006-02-18T01:32:53Z

Trey:

{{minutes box|before=9 January 2006|after=23 January 2006}}

{{working paper}}

{{minutes approved|23 January 2006}}

{{redactions below}}

;Present: Matthew Barr, Trey Harris, Andrew Hume, David Parter, Stephen Potter, Pat Wilson (chair, note taker)

;Apologies: Sam Albrecht, Doug Hughes, Tom Perrine

;Opened: 20:04 <b>Eastern Time</b>

;Closed: 21:16 <b>Eastern Time</b>

== Consent Agenda ==
* '''Approve minutes of {{minutes link|9 January 2006}}'''

'''Consent agenda approved'''.

Potter holds minutes of 9 January for redaction.

== Action Items ==
=== Board Committees ===

* Development Committee (Wilson/Potter)
** Potter, Wilson - Draft more rigorous sponsorship policy (including definitions) - '''in progress'''
** Potter - Contact ''{name redacted; remove name of potential sponsor until finalized}'' sponsor identified at LISA regarding possible corporate sponsorship - '''still no response'''. ''This item will be removed from future action item lists and dealt with as a normal potential sponsorship''
** Wilson - Work on a proposal for ''{Name redacted; business sensitivity}'' - '''no action'''

* Partnership and Liason Committee (Perrine)
** Perrine- Write another note to the Advisory Council as soon as biz plan first draft complete - '''no action (pending business plan)'''

* Leadership Committee (Greg Rose)

* Policy Committee (Harris)

* Communications Committee
** Palmer -- Fix the problem with the postcard - '''no report'''

* Membership Committee
** Harris, Albrecht - membership kit - '''in progress''' ''Solanki getting quotes on mailing materials''
** Harris - draft "welcome email" for new members - '''see questions on wiki page "new member acknowledgment emails"'''
** Parter - send "welcome email" to new members - '''waiting for text'''
** Hume - Contact the individuals who had expressed interest in a life membership and try to sell multi-year instead - '''waiting for response to email'''

=== Program Committees ===

* Conference Planning Committee (Wilson/Perrine)
** Barr, Perrine, Wilson - Review charter for Conference Committee and propose a structure to address issues related to participating in conferences and trade shows, includng setting criteria for participating, goals. base budgets, etc. - '''no action'''
** ''Barr reports that it's possible to get a booth at SCALE for free (in the non-profit section); probably need to get this going soon, as SCALE is mid-February''

''ACTION ITEM: Conference committee to finalize the structure and decide about SCALE participation by 20 January''

* Technical (Online) Services (Hughes/Parter)
** Barr, Hughes - Move the remaining sage-members.org mailing lists (including the Advisory Council) to lopsa.org - '''Done'''
** Albrecht, Hughes - extend member database (expected first look 8 Jan) - '''still in progress'''
** Parter - add verisign credit card processing - '''almost done'''
** Hume - "verify" paypal account - '''Done''' ''AH will be handling the fund transfers from now on.''

''ACTION ITEM: Parter to make "staff@" alias for Solanki and Albrecht.

* Content Services Committee (Palmer/Potter)
** Palmer, Potter - Contact other LISA '05 content contributors with hosting offer - '''no action'''

=== Non-Committee ===

* Financial (not a Committee, should it be?)
** Albrecht, Hume, Parter - Work on integrating databases and financial procedures - '''in progress'''
** ''Hume now has a copy of a draft process for handling emergency financial issues''

* Albrecht:
** Contact BitPusher with invoicing information - '''Done'''

* Barr:

* Harris:
** ''the governance material is the last old information remaining on the sage-members.org site; it will all be moved to a lopsa.org machine in the near term''
** ''a new Wiki for the resume standards group will be created, with boilerplate verbiage assigning copyright of all contributed materials to LOPSA''

* Hughes:

* Hume:
** Review minutes and provide a list of redactions pertaining to SAGECom that may now be restored - '''no action'''
** Contact Usenix regarding how much of the $10000 allocated to the spinoff startup remains. - '''in progress; waiting for Usenix reply'''

* Palmer:

* Parter:

* Perrine:

* Potter:
** Update the Code of Ethics Review committee charge - '''no action'''

* Wilson:

* Everybody:
** Flesh out charges/specifications for 90 day services - ''it wasn't really well-understood where this action item came from. It will be carried forward''

''ACTION ITEM: Harris to find the Wiki page of services and relay the location to the rest of the Board''

== Standing Report ==

* Treasurer's report
The question of what sort of information should be in these reports was raised. Consensus seemed to be that basic budget numbers (cash on hand, a simple indication of whether the trend was as expected) and extraordinary expenses might be nice to have.

* Membership report
** 253 paid online accounts
** 35 paid memberships with no matching online account
** 288 total
** 15 pending payment
So, about 16 members since last week (~2/day), which seems fairly on-track. Parter will investigate making a time-series membership report available.

* Online report
** verisign credit card interface almost done
** 450 online accounts (some duplicates)
** 318 on announce list
** 337 on discuss list
** 326 on tech list

Auto-reminders of mailing list membership aren't going out monthly; Barr will investigate and enable the functionality if there's no reason not to. A report of (numbers of) subscribers to all mailing lists will be made available.

==Membership Discussion==

===Discussion of membership issues===

Much discussion on philosophy of attracting and retaining members. Retention is vital to meet LOPSA's growth goals (which will require adding 700+ members by the end of 2006). Answers to questions regarding how much each member will cost the organization (ballpark estimate is ~$10/member, fully loaded) will help determine what sorts of membership drive inducements are affordable. Drives should probably be more short-term, with defined goals and "rest" periods between them so as not to annoy members. There might be different types of drives, as well (recruiting for local groups, for example).

Some brainstorming occured - see wiki.

''ACTION ITEM: Albrecht to give a plausible estimate of fully loaded member cost''

''ACTION ITEM: Harris will put an item on next week's agenda regarding how the Membership Committee would like to proceed.''

=== Change status and Charter of Membership Committee ===

'''MOTION: Revise the Charge to the Membership Committee to read as follows:'''

{{blockquote}}
The charter of the Membership Development standing committee shall be:
* To draft the initial Membership Policy, and monitor it for needed changes, proposing any required policy changes to the Board.
* With the staff, create and administer projects and programs to increase membership in the organization.
* With the Communications Committee, draft and propose talking points which will serve to explain the "value proposition" for membership.
* With the staff and the Partnership and Liasons Committee, explore and propose services and partnerships that will add value to membership in the organization.
{{end blockquote}}

'''Barr moves, Hume seconds approving the motion - passes.'''

== Business Plan Draft (Status) ==

Perrine will be updating the draft business plan as often as possible, and uploading it as a PDF. The latest version should always be on the wiki.

== New Business ==

== Notes/announcements ==

We need to be careful not to burn out; the effort to push to LISA is not sustainable, and the current level of effort is probably more practical over time. Will need to better use volunteers - to do that, the #1 priority for the next week or so should be to get the 90-day projects clarified so that they can be turned over to volunteers (and AH to manage). The process of clarifying projects (and/or getting them under way) will probably lead to a need for policy generation, but that level of involvement is a better one for the Board.

== Adjournment ==

'''MOTION to Adjourn by Harris, seconded by Hume.''' Adjourned at 21:16 ET

Board meeting Minutes/9 January 2006

2006-02-18T01:29:24Z

Trey:

{{minutes box|before=4 January 2006|after=16 January 2006}}

{{working paper}}

{{minutes approved|16 January 2006}}

{{redactions below}}

;Present: Tom Perrine (chair), Trey Harris, Doug Hughes, Andrew Hume, Chris Palmer, David Parter, Stephen Potter, Pat Wilson (note taker), Sam Albrecht

;Apologies: Matthew Barrr

;Opened: 20:04 <b>Eastern Time</b>

;Closed: 21:13 <b>Eastern Time</b>

== Consent Agenda ==
* '''Approve minutes of {{minutes link|4 January 2006}}'''
'''Consent Agenda approved'''

== Action Items ==

=== Board Committees ===

* Development Committee (Wilson/Potter)
** Potter, Wilson - Draft more rigorous sponsorship policy (including definitions) - '''in progress'''
** Potter - Contact ''{name redacted; remove name of potential sponsor until finalized}'' sponsor identified at LISA regarding possible corporate sponsorship - '''mail sent; no reply yet'''
** Wilson - Work on a proposal for ''{Name redacted; business sensitivity}'' - '''no action'''

* Partnership and Liason Committee (Perrine)
** Perrine- Write another note to the Advisory Council as soon as biz plan first draft complete - '''on hold pending biz plan'''

* Leadership Committee (Greg Rose)

* Policy Committee (Harris)
** Harris - Draft appropriate policy (set of policies) for the tech team data access and non-disclosure - '''see below for NDA policy'''
** Perrine, Wilson - Draft a business plan for LOPSA (Does this belong here? If not, then where?)

* Communications Committee
** report from Palmer: January memo to members is ready pending last minute additions/corrections
** updated the web site 'About' page with wording about the benefits of joining
** Palmer -- Fix the problem with the postcard - ''' on hold pending JD's return'''

* Membership Committee
** Harris, Albrecht - membership kit - '''in progress'''
** Harris - draft "welcome email" for new members - '''in progress'''
** Parter - send "welcome email" to new members: '''waiting for text from Harris'''
** Solanki, Parter - Get membership roll in order: '''updated current membership data. see report below'''
** Hume - Contact the individuals who had expressed interest in a life membership and try to sell multi-year instead (is this overcome by events?) - '''email sent; no reply'''

=== Program Committees ===

* Awards Committee (Hughes)
''This can be removed from the standing committee reports as is only active a few months of the year''

* Conference Planning Committee (Wilson/Perrine)
** Barr, Perrine, Wilson - Review charter for Conference Committee and propose a structure to address issues related to participating in conferences and trade shows, includng setting criteria for participating, goals. base budgets, etc. - '''in progress'''

* Locals Committee (Parter)
''Parter reports some action on local groups. Wilson has sent t-shirts to several groups which requested them. BayLISA is wondering whether we want to sponsor some of their events.''

* Technical (Online) Services (Hughes/Parter)
** Barr, Hughes - Move the remaining sage-members.org mailing lists (including the Advisory Council) to lopsa.org - '''Advisory Council is only list remaining to be moved'''. Will happen as soon as the list info is moved to lopsa1/2 from offsite. - '''no action'''
** Albrecht, Hughes - extend member database (expected first look 8 Jan) - '''in progress'''
** Parter - add verisign credit card processing: '''in progress'''
** Hume - "verify" paypal account - '''in progresss'''

* Content Services Committee (Palmer/Potter)
** Palmer, Potter - Contact other LISA '05 content contributors with hosting offer - '''no action'''
** Palmer, Potter - Draft charge for committee - '''see below'''

=== Non-Committee ===

(We have references to a Publications Committee and a Transition Committee, but it does not appear that we ever created them...) ''The Transition Committee was disbanded.''

* Financial (not a Committee, should it be?)
** Albrecht, Hume, Parter - Work on integrating databases and financial procedures - '''no action'''
** Albrecht - Looking into getting a LOPSA Corporate AMEX
*** probably isn't necessary - AH has a corporate card that can be used

* Hume:
** Review minutes and provide a list of redactions pertaining to SAGECom that may now be restored - '''no action'''

== Standing Report ==

* Treasurer's report
Have cut check to re-imburse Lorrette Cheswick for startup expenses she paid

''ACTION ITEM: Hume to contact Usenix regarding how much of the $10000 allocated to the spinoff startup remains. ''

* Membership report
** online accounts updated per 1/6/06 spreadsheet:
237 online members (includes the complementary memberships for bitpusher)
35 paid memberships with no matching online account
---
272 total memberships

13 "cod" memberships pending (waiting for a check to be sent to the office)
some are a bit old, need to contact them
5 paypal memberships pending (waiting for paypal or for an e-check to clear)
I sent mail to the older pending paypal payments to fix them
---
18 pending memberships

Sorry, I don't have a breakdown of membership types. Most are charter.

** Wilson reports that at least 10 of the new memberships are a result of the LinkedIn group
** all of the credit card slips from LISA have now been processed.

* Online report
** verisign payflowpro (credit card) SDK tested on lopsa-01 (it runs). Working with tech-team volunteer (Matt Okeson-Harlow is primary) to implement with drupal (expect it this week). Will need LOPSA verisign account information (currently using my test account) (dparter)
** tech-team continues work to put everything under subversion revision control
** Mailing list subscriptions:
Discuss has 331 members
Announce has 314 members
Tech is 320
** Online accounts: 434 (some are duplicates, of course)

== Tech Team Policies ==

'''MOTION by Harris, seconded by Hughes to adopt the NDA policy as written. Motion passes.'''

{{blockquote}}
=== Approved text: {{policy link|Nondisclosure agreements}} ===

'''Purpose and scope'''<br>
LOPSA must occasionally deal with proprietary, confidential, and business-sensitive information in order to further its mission. From time to time, LOPSA may need to share such information with volunteers or third parties. To ensure organizational security and member privacy in such cases, LOPSA shall make use of nondisclosure agreement.

This policy shall pertain to all cases when LOPSA or its agents extend a nondisclosure agreement to another party. This policy does not pertain to cases in which LOPSA may enter into a nondisclosure agreement extended by another party.

'''Standard form'''<br>
LOPSA shall adopt a standard form of nondisclosure agreement (the '''NDA''') and shall make it available to Directors, staff, and others authorized to obtain an NDA. Deviations from the standard form shall not be allowed without Board approval, except to limit the scope of information to be disclosed.

'''Authority'''<br>
Any Director, the Executive Director, or other person authorized by the Board to obtain NDA's ('''agent''' for the purpose of this policy), may, in furtherance of his or her duties, obtain an NDA from a third party prior to disclosing sensitive information. In such circumstances, the NDA shall be filed with the LOPSA office, and the agent shall inform the Board about the agreement and the intended use of the agreement.

'''Filing'''<br>
All NDA's obtained shall be filed with the LOPSA office. A list of NDA's obtained shall be maintained by the Executive Director, and that list shall be made available to all officers on request. Any agent may inquire as to whether the office has received an NDA the agent has obtained, or whether someone to whom the agent wishes to extend an NDA has one already on file.

'''Obligatory nondisclosure'''<br>
Individuals shall be required to agree to the NDA before beginning work for LOPSA in the following capacities:
* Members of the Board of Directors;
* The Executive Director and other board-level staff;
* Any agent authorized by the Board to extend NDA's to others; and
* Volunteer board-level staff.
Individuals, including staff, contractors, and volunteers, shall be required to agree to the NDA prior to gaining access to or receiving sensitive information, including:
* The member roster or other non-public information LOPSA may maintain about members;
* Unpublished financial records held by the organization;
* Business-sensitive information about negotiations not yet publicly announced;
* Information relating to organizational elections in progress, such as running vote counts or elections software;
* Unannounced details of forthcoming products, services, marketing campaigns, or communications;
* Any information which the Board or any Board member has marked as sensitive or only for dissemination under NDA;
* Any information governed by any privacy policy the Board may choose to adopt; and
* Superuser or administrative access to computers, databases, or software systems which enable access to any of the above.

'''Disclosure to professionals'''<br>
The President, Executive Director, or Board may share sensitive information with a professional hired or under contract to the organization who is bound to confidentiality by law or by the ethics of his or her profession (for example, lawyers, accountants, or auditors). In such cases, agreement to the NDA may be waived, but such waiver shall be communicated to the Board and to anyone else subject to the NDA who may work with such a professional. Such waiver shall only be used for those in a professional relationship with LOPSA; in no case shall a volunteer, whatever his or her capacity or profession, be given sensitive information without agreeing to the NDA.
{{end blockquote}}

== Code of Ethics ==

Discussion of Code of Ethics, USENIX/SAGE and LOPSA relationship, ownership of CoE intellectual property.

'''MOTION by Palmer to allow the use of the LOPSA logo on the Code of Ethics distributed by USENIX. Seconded by Potter. Motion passes.'''

''ACTION ITEM: Potter to update the Code of Ethics Review committee charge.''

==Approval of Editor Charge (Palmer)==

I've turned what Stephen and I talked about over LISA into a formal
charge. Discuss and possbily approve this so we can start recruiting
people with a clearer idea of what we want to do.

'''MOTION by Palmer, seconded by Hume to accept the Editorial Charge as written. Passes'''

{{blockquote}}
LOPSA is looking for volunteer online content editors to manage our
website. These positions can have multiple volunteers.

==The LOPSA Content Committee==

The LOPSA Content Committee is charged with overseeing any program-driven
publications of LOPSA. At this time, the major charge of the Content
Committee is the program driven portions of the LOSPA website (the Board
driven portions are the responsibility of the Communications Commitee.)

The chairs of the content committee are Stephen Potter and Chris Palmer;
the Editors in Chief of publication groups also will sit on this
committee.

==Web Editors in Chief==

These editors would be members of the LOPSA Content Committee. They help
set the direction of the website, and solicit content that would be
suitable for the LOPSA website. Their primary role is to have final
approval for content that would appear on the website.

==Web Area Editors==

Area editors would solicit content in their area, writing some and asking
for volunteer writers for others. They would proof and send any content
in their area to an editor-in-chief for final approval.

Current areas are Reviews (technical and book reviews both) and News.
Volunteers interested in creating a new area of content are welcome, and
can work with the Content Committee to form new areas.

{{end blockquote}}

== Membership Drive (Perrine) ==

Quick brainstorming about ideas for a membership drive; more discussion scheduled for the 16 January call. Some suggestions:
* solicit the lurkers (non-paid members) on the mailing lists and web site
* perhaps "each one bring one" appeal to the members, perhaps with awards for folks who bring in the most new members in a given time period
* each Board member should come up with a reasonable estimate of achievable membership number goals

There will be a wiki page created for more brainstorming.

== Bitpusher invoice ==

Bitpusher wants to know who they should invoice and by what means for the ~$180/mo
in hosting.

''ACTION ITEM: Albrecht to contact BitPusher with invoicing information''

== New Business ==

=== IRS question (Hume) ===

Yes, indeed, the IRS really did say it would be another 4 months until someone might be assigned to review the LOPSA 501(c)3 application.

=== Budget for local groups ===
There's $1000 in the 2006 budget for local groups - this may be adequate, and will be revisited should there be signs that it might not be.

=== SPLUNK ===
Our logo is now on their web site. We'll publicize the event in the January Memo to Members.

=== New action item format (Harris) ===
Keep with the next format for one more meeting, adding an "individual" section so that other things have a place to live.

== Adjournment ==
'''MOTION to adjourn by Hughes, seconded by Potter. Passes''' Adjoured at 21:13 EST

LOPSA Policies/All

2006-02-18T01:26:57Z

Trey:

LOPSA Policies

2006-02-18T01:26:38Z

Trey:

LOPSA Policies/Nondisclosure agreements

2006-02-18T01:26:15Z

Trey:

{{policy|Nondisclosure agreements}}

{{policy approved|9 January 2006}}

==== Purpose and scope ====

LOPSA must occasionally deal with proprietary, confidential, and business-sensitive information in order to further its mission. From time to time, LOPSA may need to share such information with volunteers or third parties. To ensure organizational security and member privacy in such cases, LOPSA shall make use of a nondisclosure agreement.

This policy shall pertain to all cases when LOPSA or its agents extend a nondisclosure agreement to another party. This policy does not pertain to cases in which LOPSA may enter into a nondisclosure agreement extended by another party.

==== Standard form ====

LOPSA shall adopt a standard form of nondisclosure agreement (the '''NDA''') and shall make it available to Directors, staff, and others authorized to obtain an NDA. Deviations from the standard form shall not be allowed without Board approval, except to limit the scope of information to be disclosed.

==== Authority ====

Any Director, the Executive Director, or other person authorized by the Board to obtain NDA's ('''agent''' for the purpose of this policy), may, in furtherance of his or her duties, obtain an NDA from a third party prior to disclosing sensitive information. In such circumstances, the NDA shall be filed with the LOPSA office, and the agent shall inform the Board about the agreement and the intended use of the agreement.

==== Filing ====

All NDA's obtained shall be filed with the LOPSA office. A list of NDA's obtained shall be maintained by the Executive Director, and that list shall be made available to all officers on request. Any agent may inquire as to whether the office has received an NDA the agent has obtained, or whether someone to whom the agent wishes to extend an NDA has one already on file.

==== Obligatory nondisclosure ====

Individuals shall be required to agree to the NDA before beginning work for LOPSA in the following capacities:
* Members of the Board of Directors;
* The Executive Director and other board-level staff;
* Any agent authorized by the Board to extend NDA's to others; and
* Volunteer board-level staff.

Individuals, including staff, contractors, and volunteers, shall be required to agree to the NDA prior to gaining access to or receiving sensitive information, including:
* The member roster or other non-public information LOPSA may maintain about members;
* Unpublished financial records held by the organization;
* Business-sensitive information about negotiations not yet publicly announced;
* Information relating to organizational elections in progress, such as running vote counts or elections software;
* Unannounced details of forthcoming products, services, marketing campaigns, or communications;
* Any information which the Board or any Board member has marked as sensitive or only for dissemination under NDA;
* Any information governed by any privacy policy the Board may choose to adopt; and
* Superuser or administrative access to computers, databases, or software systems which enable access to any of the above.

==== Disclosure to professionals ====

The President, Executive Director, or Board may share sensitive information with a professional hired or under contract to the organization who is bound to confidentiality by law or by the ethics of his or her profession (for example, lawyers, accountants, or auditors). In such cases, agreement to the NDA may be waived, but such waiver shall be communicated to the Board and to anyone else subject to the NDA who may work with such a professional. Such waiver shall only be used for those in a professional relationship with LOPSA; in no case shall a volunteer, whatever his or her capacity or profession, be given sensitive information without agreeing to the NDA.

[[Category:Policies|Nondisclosure agreements]]

Board meeting Minutes/4 January 2006

2006-02-18T01:23:58Z

Trey:

{{minutes box|before=19 December 2005|after=9 January 2006}}

{{working paper}}

{{minutes approved|9 January 2006}}

;Present: Tom Perrine (chair), Matthew Barr, Trey Harris, Doug Hughes, Chris Palmer, David Parter, Sam Albrecht (note taker)

;Apologies: Andrew Hume, Stephen Potter, Pat Wilson

;Opened: 20:07 <b>Eastern Time</b>

;Closed: 21:37 <b>Eastern Time</b>

== Consent Agenda ==
* '''Approve minutes of {{minutes link|19 December 2005}}'''
''Passes.''

== Approve Minutes ==

* '''MOTION: Amend minutes of {{minutes link|4 December 2005}}''' as follows:'''
*# '''Insert closing time of 17:25 Pacific Time.'''
*# '''In section 13, "Board Vacancy," delete "until later in the meeting".
*# '''Add note to Adjournment: ''Meeting was not officially adjourned; the Board regrets the oversight''.'''

'''Moved Parter, second Hughes, passes.'''

== Action Items ==

* Albrecht:
** Call IRS about the application status
*** Status - called and was told that the package had been received and had not yet been assigned to a case worker. Call back in 120 days to see if it had been assigned and to confirm tha the change of address form had also been received.
** Work on integrating databases and financial procedures (with Hume, Parter)
*** Status - Had conference call with Parter, Hughes, & Solanki. Outlined changes/additions that need to be made. Typed up outline of financial policy for Hume.
** Work with Harris on a membership kit
** Looking into getting a LOPSA Corporate AMEX
*** Status - Not done yet.
** Consider ways to restructure agenda to minimize his necessary attendance (for budgetary reasons only)
*** Status - I would prefer to be in the entire call, just to know what's going on and to throw in my thoughts. Since I'm calling from home and on a cell phone, it would save some time if someone could be note-taker, as I often take handwritten notes and then go back and enter on the wiki.

*Barr:
** Move the remaining sage-members.org mailing lists (including the Advisory Council) to lopsa.org (with Hughes) - '''Advisory Council is only list remaining to be moved'''
** Review charter for Conference Committee and propose a structure to address issues related to participating in conferences and trade shows, includng setting criteria for participating, goals. base budgets, etc. (with Perrine, Wilson)

* Harris:
** Migrate all 3 wikis (Board, Public, and Board-only) to new machine - '''Board moved, others will move soon, waitng for DB software update'''
** Work with Albrecht on a membership kit
** Draft "welcome" email to new members
** Draft appropriate policy (set of policies) for the tech team data access and non-disclosure

* Hughes:
** Work on extended member database (with Albrecht) - '''in progress, expect first look for Board this weekend'''
** Move the remaining sage-members.org mailing lists (including the Advisory Council) to lopsa.org (with Barr)

* Hume: '''NOT PRESENT'''
** Review minutes and provide a list of redactions pertaining to SAGECom that may now be restored
** Work on integrating databases and financial procedures (with Parter, Albrecht)
** Contact the individuals who had expressed interest in a life membership and try to sell multi-year instead

* Palmer:
** Contact other LISA '05 content contributors with hosting offer (with Potter)

* Parter:
** Work on integrating databases and financial procedures (with Hume, Albrecht)
** Send "welcome" e-mail (drafted by Harris) to the members. '''Waiting for text from Harris'''

* Perrine:
** Draft a business plan for LOPSA (with Wilson)
** Write another note to the Advisory Council
** Review charter for Conference Committee and propose a structure to address issues related to participating in conferences and trade shows, includng setting criteria for participating, goals. base budgets, etc. (with Barr, Wilson)

* Potter: '''NOT PRESENT'''
** Draft more rigorous sponsorship policy (including definitions) (with Wilson)
** Contact other LISA '05 content contributors with hosting offer (with Palmer)
** Contact Schwartz regarding possible corporate sponsorship

* Wilson: '''NOT PRESENT'''
** Draft a business plan for LOPSA (with Perrine)
** Work on a proposal for Google
** Draft more rigorous sponsorship policy (including definitions) (with Potter)
** Review charter for Conference Committee and propose a structure to address issues related to participating in conferences and trade shows, includng setting criteria for participating, goals. base budgets, etc. (with Barr, Perrine)

* Solanki:
** Get membership roll in order (with Parter)

== Standing Report ==

* Treasurer's report
** Albrecht is working on updated year-end financials and should have in a couple of weeks. Verisign has been ordered and is expected any minute. There is a concern that the credit card numbers collected at LISA have not been processed yet. - '''test transactions with test MasterCard and test AMEX ran yesterday (1/3), expect to run all LISA transactions by Friday (1/6)'''
* Membership report
** as of now: 212 members in drupal. a few more every day.
*** Last meeting's goal: 3.5 new members/day
*** Running average: 1.4 new members/day (below goal) RED
*** New goal: 3.9 new members/day
** dparter sent email to 6 members about missing paypal transactions
** See note above about Verisign. Solanki swamped and has not yet updated internal spreadsheet. Albrecht looking for some temp help in order to get the file clean enough to send to Parter, who has offered to update the online records.
* Online report

== Tech Team Policies ==

Instead of the specific and limited NDA policy for just the Tech Team, Harris will provide an overall NDA policy to subsume this and other NDA situations. Overall NDA policy will return this week for email vote.

== Ratification of Bylaws Amendment (Name) ==

'''MOTION to ratify amendment to the [[bylaws]], first approved {{minutes link|14 November 2005}}:'''

{{blockquote}}
Amend Article 1, Section 1 of the Bylaws to read "The name of the organization shall be the League of Professional System Administrators, incorporated as The System Administrators Guild, Inc.... " (continue as in the current Bylaws).''
{{end blockquote}}

'''Moved Harris, second Palmer, motion passes.'''

== Code of Ethics ==

Discussion of Code of Ethics, USENIX/SAGE and LOPSA relationship, ownership of CoE intellectual property.

According to Alva Couch and Jane-Ellen Long, the old "SAGE Code of Ethics" has been debranded into the "System Administrators Code of Ethics" with sponsor/signatories of USENIX and SAGE. USENIX has invited LOPSA to become a sponsor/signatory of the SA-CoE, as well as become the official review committee.

Perrine will call Jane-Ellen ASAP to seek clarification of these issues:

* The poster has USENIX copyright, including "all rights reserved". What does this mean? Should this be Copyright USENIX and LOPSA?

* We believe that it is the intent or USENIX and LOPSA that the LOPSA CoE review committee continue its work to revise this Code for all, and that USENIX makes no claim of copyright beyond the poster, e.g. the license and copyright of the results of the LOPSA committee are LOPSA's issues.

* It is intended that USENIX and LOPSA will endorse the results of the CoE committee, and encourage other like-minded groups to do the same.

There is a press/printing deadline, which is belived to be 9 Jan 2006.

== Volunteers ==

(dparter)

Hans Kugler is our volunteer coordinator. He will send a report, and asks that we prioritize the projects that he thinks have enough interest to start. We also need board contacts for each (and will, of course, need to give some definition to the projects)

see https://lopsa.org/volunteers as well

After discussion, the Board needs, for each project:

* a more specific charge/charter or project specification
* a Board member responsible for monitoring and providing guidance
* two "co-leaders" for group projects OR
* a project coordinator for a collection of individual efforts (such as the group of topic area editors)

== listing of member benefits ==
We need a place on the website where we can list (maybe more of a foreward looking discussiong than a list) the member benefits we currently have, short term (3 month) plan, 6 month plan, etc. Basically a nice culmination of all the things we've discussed including the postits, member feedback, priorities, and bullet points from the LISA BOF.

'''Palmer takes action item'''

== Some outstanding issues (Perrine) ==

Some of these need a board (or other) shepherd. Some of these might have fallen through the cracks, since they aren't on anyone's specific Action Item list (that I can find).

* membership numbers - especially for Charter members, and so we can use for "referred by" in some upcoming membership drives - ''' will be result of database project'''

* need to update the "postcard" - '''Palmer will take action item'''
** typos - on the back, last sentence: "You sponsorship" s/b "Your sponsorship"
** Need black/white version for locals (and others) to print themselves
** Need online version for linking to and sending to potential sponsors - it's a pretty good one-page "Backgrounder", until we get around to writing a real one

* need to update Cafe Press store
** should remove "and all I got was this t-shirt" shirt from the store - '''yes, delete'''
** should update prices so we actually make a little money - '''Parter will define and adjust prices'''

* really need the "welcome kit" - some people have been waiting for over a month, almost 6 weeks? - '''see action items above'''

* Action Items for Committees - should each committee have its own section in the actions items agenda item? - '''Perrine will re-organize action items for next few meetings by committees, noting that it is important to retain individual responsibility for each action item'''

== New Business ==

=== Locals relationships ===

Discussion of locals, and how we want to relate to them. Options range from loose affiliations and ad-hoc partnerships, to chapters that are legally part of the corporation.

Sense is that we would prefer to have strong relationships with local organizations that are chapters in name, but may or may not be their own legal entities. Will need to seek legal advice. Need to look at other organizations that have "local chapters" for examples.

May have relationships with locals that are not our chapters, but they will receive different benefits and have different obligations to us. Might expect these to be a more arm's length relationship and perhaps on an event-by-event basis.

=== SPLUNK's CAMP Sysadmin ===

SPLUNK wants to talk to us about co-sponsoring their vendor-neutral event. Albrecht has been trying to reach them, but having difficulties due to holidays. Event is 14 Jan 2006. Sense of the Board is for Albrecht to seek sponsorship, offering advertisement to our members via email and web content (including "calendar of events" and perhaps a front page story) in exchange for being named a co-sponsor and getting our logo and name on materials, such as web pages.

(Side note: need more information about [http://www.naspa.com/ NaSPA])

Online info for [http://www.splunk.com/index.php/camp Camp Sys Admin]

== Notes/announcements ==

* HAPPY NEW YEAR!

== Adjournment ==

Board meeting Minutes/4 December 2005

2006-02-18T01:20:13Z

Trey:

{{minutes box|before=28 November 2005|after=6 December 2005}}

{{working paper}}

{{minutes approved|19 December 2005}}

{{minutes amended|4 January 2006}}

''In-person meeting at the Town & Country, San Diego, California.''

;Present: Tom Perrine (chair), Trey Harris, Doug Hughes, Andrew Hume, Chris Palmer, David Parter, Stephen Potter, Pat Wilson, Sam Albrecht (note taker)

; Guests for business portion of meeting: Geoff Halprin, JD Welch, Michael Steeves, Gabe Krabbe, Jim Smith, Esther Filderman

;Apologies: None

;Opened: <b> 8:05 Pacific Time</b>

;Closed: <b>17:25 Pacific Time</b>

== Consent Agenda ==
* '''Approve minutes of {{minutes link|28 November 2005}}'''
* '''Approve redactions of {{redacted minutes|21 November 2005}}'''
*Wilson holds minutes of 28 November for redaction
* Consent Agenda approved.

== Action Items ==
* Harris:
** Migrate all 3 wikis (Board, Public, and Board-only) to new machine - ''not done; requested Phillip Steinbachs renew domain to prevent outage''

* Hughes:
** Draft a response to member requesting potential sponsorship conversion

* Hume:
** Review minutes and provide a list of redactions pertaining to SAGECom that may now be restored ''Not Done''

* Palmer:
** Notify current membership of proposed bylaw change - '''DONE''' --''need notify@lopsa.org setup''
** Draft a proposal for overarching webiste content/editoral direction (with Potter) - '''DONE''' Discussion on whether this should be last message to SAGE list.

* Perrine:
** Draft a business plan for LOPSA (with Wilson) ''Not Done''
** Write another note to the Advisory Council ''Not Done''

* Potter:
** Draft a proposal for overarching website content/editoral direction (with Palmer) '''Done'''
** Draft more rigorous sponsorship policy (including definitions) (with Wilson) ''Not done''

* Wilson:
** Draft a business plan for LOPSA (with Perrine) ''Not Done''
** Work on a proposal for Google '' Not Done''
** Draft more rigorous sponsorship policy (including definitions) (with Potter) ''Not done''

* Albrecht:
** Continue work on merchant account procurement '''Done'''
** Get membership roll in order ''Deepa to work with Parter''
** Recommendations on which of 3 AH options is best to pursue for us ''Moved to later in the agenda''
** Call IRS about the application status ''Called - no one home''

== Standing Reports ==

* Treasurer's report - Albrecht handed out most current financials.
* Membership report - Parter reported on current membership status. Currently showing 8 individual, 104 charter and 7 pending memberships. Albrecht/Hume/Parter to huddle on integrating ''databases'' and financial procedures.
* Online report - Hughes reported on current challenges and updates to website. Several new volunteers have been working on the project.

== Lifetime membership ==

''from 28 November 2005 meeting''
=== From last week: ===
The recommendation of the Development committee is to NOT offer a lifetime membership option at this time. The sense of the Board was that a proposal for a lifetime membership class would be considered if one was to be made in the future.

-----

I think we should consider offering a limited lifetime membership with
a sunset date. That gives those people wishing to contribute EMILY money a way to do so without impacting future revenue in a negative way. If we work on our previous assumptions that we need to grow to a membership
organization of 10s of thousands of members, the hundreds of members that we get in the first year that select lifetime membership (sunset 06/30/2006) will provide extra seed money to help us get off the ground.
The 1000s of other memberships continue to provide ongoing revenue stream.

So, therefore, here are my thoughts:

# a limited lifetime membership of 20 years for $1000 (assuming membership rates are going to go up this results in a slight discount). The ability to become a lifetime member sunsets 06/30/2006
# lifetime membership and sponsorship are separate things. If one designates the $1000 for lifetime membership, one must still pay $1000 to also achieve gold sponsorship. They are not combined and no sponsorship benefits are conferred upon lifetime members except to the extent that they also contribute explicitly designated sponsorship monies.

--[[User:Doug|Doug]] 13:50, 28 Nov 2005 (EST)

* After discussion, it was decided that Hume would contact the individuals who had expressed interest in a life membership and would try to ''sell'' a multi-year membership and sponsorship concept.

== Sponsor graphics (Wilson) ==

*Approve sponsor web graphics — '''APPROVED'''
*Approve sponsor plaque design — '''APPROVED'''

== LinkedIn for Groups (Wilson) ==

Should we pay the money to be listed in the directory?
*Motion by Wilson, second by Hughes to list LOPSA in the LinkedIn Directory and that the cost to be charged to Marketing. One abstention, motion passes.

== USENIX activities ==
* Geoff Halprin and Andrew Hume provided current update with respect to USENIX/SAGE

== Website Editorial Structure ==

Stephen and [Palmer] had dinner on Saturday night and talked about the outline of the website editorial control. We have a structure now that will take at least six volunteers in the ideal world to get us started. [Draft on the wiki]

== Projects/brainstorming ==

[Brainstorming on short/medium-term projects]

== LUNCH BREAK ==

== AH contract ==

*Status
**Transition
**Staffing
**Operations

*Options and funding models
**Options for LOPSA Contract

# Straight Time
#* Only pay what you use
#* Costs will vary by month
#* No risk to AH.
# Flat Fee
#* Better for budgeting
#* Overage and under utilization capped at 10%
#* Slight risk to AH and client: AH risk could be greater loss after 10% cap. Client risk capped at 10%
#* Better for planning. Will spread hours over the year based on
#Cost Share/Profit Share
#*A new model for AH
#*Recommend 60% to LOPSA and 40% to AH after expenses.
#*AH would need to run several scenarios/forecasts

*'''Sense of the board to seek a straight time contract from AH. Sam to provide.'''

== Other affiliations ==
What groups should we be contacting for possible mutually beneficial affiliations?
*See [wiki page on potential partners].

== Board Vacancy ==

We should talk about the Board vacancy and the recommendation of the Leadership Committee.
*Discussion on best way to proceed.

== Adjournment ==
''Meeting was not officially adjourned; the Board regrets the oversight.''

Template:Minutes amended

2006-02-18T01:06:02Z

Trey:

''Minutes amended: {{minutes link|{{{1}}}}}''

Board meeting Minutes/19 December 2005

2006-02-18T00:30:54Z

Trey:

{{minutes box|before=12 December 2005|after=4 January 2006}}

{{working paper}}

{{minutes approved|4 January 2006}}

;Present: Tom Perrine (chair), Matthew Barr, Trey Harris, Doug Hughes, Andrew Hume, David Parter, Stephen Potter, Pat Wilson (note taker), Sam Albrecht

;Apologies: Chris Palmer

;Opened: 20:03 <b>Eastern Time</b>

;Closed: 21:09 <b>Eastern Time</b>

== Consent Agenda ==
* '''Approve minutes of {{minutes link|3 November 2005}}'''
* '''Approve minutes of {{minutes link|12 December 2005}}'''

'''Consent Agenda Approved'''

== Approval of Minutes ==

* '''Approve minutes of {{minutes link|4 December 2005}}'''
* '''Approve minor edits to minutes of {{minutes link|28 November 2005}}'''

'''Minutes Approved (after minor edits and corrections)'''

== Action Items ==

* Harris:
** Migrate all 3 wikis (Board, Public, and Board-only) to new machine - '''in progress'''
** Work with Albrecht on a membership kit - ''not done - tentative target mid-January''

* Hughes
** extended member database (with Albrecht) - '''in progress'''

*Hume:
** Review minutes and provide a list of redactions pertaining to SAGECom that may now be restored - ''not done''
** Work on integrating databases and financial procedures (with Parter, Albrecht) - ''no action''
** Contact the individuals who had expressed interest in a life membership and try to sell multi-year instead - ''not done''

*Palmer:
** Contact other LISA '05 contributors with hosting offer (with Potter) - ''no report''

*Parter:
** Work on integrating databases and financial procedures (with Hume, Albrecht)
:'''sent mail to Albrecht and phone conversation re: current status/procedures. Hughes is working on extended member tables.'''

*Perrine:
** Send thank-you emails to all sponsors - '''DONE 17 Dec (Sat)'''
** Draft a business plan for LOPSA (with Wilson) - ''not done - will meet this week''
** Write another note to the Advisory Council - ''deferred pending biz plan first draft''

*Potter:
** Draft more rigorous sponsorship policy (including definitions) (with Wilson) - ''not done''
** Contact other LISA '05 contributors with hosting offer (with Palmer) - ''no action''

*Wilson:
** Draft a business plan for LOPSA (with Perrine) - ''not done - will meet this week''
** Work on a proposal for Google - ''not done''
** Draft more rigorous sponsorship policy (including definitions) (with Potter) - ''not done''
** LISA inventory (tshirts, etc) - '''DONE''''': 93 shirts remain. also, I've got 53 pins, all of the laminating supplies (including 2 boxes of LOSPA "business" cards), 4 power strips, and a handful of postcards, stickers, and tattoos)

* Albrecht
** Call IRS about the application status - ''will retry''
** Work on integrating databases and financial procedures (with Hume, Parter) - '''in progress'''
** Work with Harris on a membership kit ''not done - tentative target mid-January''

* Solanki
** Get membership roll in order (with Parter) - '''in progress'''
** Look into MacWorld booth pricing - '''DONE'''

== Standing Reports ==

* Treasurer's report
** Hume and Albrecht are working on developing accounting processes.
** Moving forward, we'll try to keep a minimum of $5000 in liquid funds until the financial situation stablizes
** Transfer of funds from Paypal should be operational in the next week. There's money from the Amazon Associates program and CafePress, as well. CafePress will cut a check perioidcally and send that to AH.

* Membership report
** as of start of the meeting, there were 190 on-line paid members, and some small number of members who have paid but don't have online accounts. There are 389 accounts registered on the web site - the non-member accounts should get mail encouraging them to join the organization.
** need to send email to all members acking their membership (dparter)

''ACTION ITEM: Harris will draft the new member email.''<br>
''ACTION ITEM: Parter will send the mail to the members.''

* Online report
** new sysadmin of the week.
*** 3 ready to go, 1 pending approval from member, several outstanding questionnaires
*** replaced the raised floor question with "hot standby/failover or redundancy"
*** Thanks to Amy Rich for getting a few.
** 389 online accounts (some dups)
** 190 online members (pending data from deepa)
** RT installed, in use
** lopsa-01 will be reinstalled with debian, ready for test/dev platform soon (today?)
** need to send email to pending memberships re: paypal errors
** are there other mailing lists to migrate over from sage-members.org?
*** the Advisory Council list is the only one that comes to mind

''ACTION ITEM: Barr, Hughes to move the remaining list(s) to lopsa.org''

== Tech Team NDA ==

Draft on wiki

* We'll also need to have some control over who can touch the membership data for auditing purposes, and probably some other data privacy/use policies as well

''ACTION ITEM: Harris will draft an appropriate policy for the tech team''

''Issue tabled until next meeting''

'''MOTION: Moved by Harris, seconded by Hume to accept the amendments made by Perrine to NDA (changes SAGE to LOPSA throughout, adds "or legal action" to penultimate sentence) - passes'''

== SCALE and presence at other conferences ==
a committee should be appointed to look into our participation in/presence at various conferences/trade shows, including:
* SCALE http://socallinuxexpo.com, Sat-Sun Feb 11-12, LA
* LinuxWorld Expo boston http://www.linuxworldexpo.com Apr 3-6
* USENIX ATC http://www.usenix.org/events/usenix06/ May 30-June 3, Boston

Notes:

* there are more conferences, including O'Reilly Open Source Convention http://conferences.oreillynet.com/ July 24-28
* We should make greater use of volunteers for staffing any events like this than we did for LISA , where the board and Sam did most of the work.
* the same, or perhaps another committee needs to identify non-unix events for possible participation

''ACTION ITEM: Barr, Perrine, and Wilson will review charter for Conference Committee and propose a structure to address issues related to participating in conferences and trade shows, includng setting criteria for participating, goals. base budgets, etc.''

== New Business ==

=== Sponsor plaques (Wilson)===

Wilson is coordinating the sponsor plaques, and will send each sponsor due a plaque email verifying their correct postal mail address.

''ACTION ITEM: Albrecht to look into corporate AMEX''

=== Other ===

''ACTION ITEM: Potter to contact Schwartz regarding possible corporate sponsorship''

''ACTION ITEM: Albrecht to consider ways to restructure agenda to minimize his necessary attendance (for budgetary reasons only)''

== Notes/announcements ==

* Given holidays, the next meeting will be Wednesday, January 4.

== Adjournment ==

'''Moved to adjourn by Potter, seconded by Harris - passes''' Adjourned at 21:09 ET.

Board meeting Minutes/12 December 2005

2006-02-18T00:27:16Z

Trey:

{{minutes box|before=6 December 2005|after=19 December 2005}}

{{working paper}}

{{minutes approved|19 December 2005}}

;Present: <b>Subject to verification</b> Tom Perrine (chair), Matthew Barr, Trey Harris, Doug Hughes, Chris Palmer, David Parter, Stephen Potter, Pat Wilson (note taker)

;Apologies: Andrew Hume, Sam Albrecht

;Opened: 20:08 <b>Eastern Time</b>

;Closed: 20:49 <b>Eastern Time</b>

== Consent Agenda ==
* '''Approve minutes of {{minutes link|6 December 2005}}'''
''Other pending minutes/redactions approvals tabled to next meeting.''
'''Consent agenda approved'''

== Action Items ==
''Deferred until next meeting (19 December 2005)''

== Standing Report ==

* Treasurer's report
** ''Hume absent - no report''
* Membership report
** Parter reports 176 current paid online members; 11 with payments pending; approximately 25 members paid but not signed up online
** There are currently 376 accounts on the website (some of which may be dups) - we should follow up with those about becoming members
* Online report
** new Sysadmin of the Week posted
** project signup almost ready to launch
** we'll look into getting the BOF slides and audio recordings online (at least for the LOSPA BoFs), and offer to host other content as appropriate
** there's a plan, but no defined time frame, for moving the public wiki content to lopsa.org

''ACTION ITEM: Palmer, Potter to contact other contributors with hosting offer

== Memberships ==

''ACTION ITEM: Harris to work with Albrecht on a membership kit''

== Sponsors ==

* currently, 21 Individual and 2 Corporate sponsors ($44,500 in sponsorships)
* Wilson has contacted eclipse awards regarding sponsor plaques
* several new prospects in view

== New Business ==

=== 7 Nov 2005 minutes ===

'''MOTION: by Harris seconded by Hughes: to amend the {{minutes link|7 November 2005}} minutes to remove the secondary bulletpoint under "Logo".''' - passes

'''MOTION: by Harris, seconded by Parter: that the text following the word "arrowthorpe" be struck.''' - passes

=== New prospects ===
* it was suggested that LOPSA look into having a booth at the upcoming MacWorld event.

''ACTION ITEM: Solanki to look into MacWorld booth pricing.''

* sysadmins in the classified/confidential community are underserved - can we find a hook into them?

== Notes/announcements ==

== Adjournment ==
MOTION to adjourn by Wilson, seconded by Palmer. Adjourned at 20:49 ET.

Board meeting Minutes/6 December 2005

2006-02-18T00:24:56Z

Trey:

{{minutes box|before=4 December 2005|after=12 December 2005}}

{{working paper}}

{{minutes approved|12 December 2005}}

;Present: Tom Perrine (chair), Trey Harris (note taker), Doug Hughes, Andrew Hume, Chris Palmer, David Parter, Stephen Potter, Pat Wilson, Sam Albrecht

;Guests: Matthew Barr, JD Welch, Bob Gill

''In-person meeting at the Town & Country, San Diego, California.''

;Opened: 17:33 <b>Pacific Time</b>

;Closed: 17:37 <b>Pacific Time</b>

== Replacement of Board vacancy ==
'''MOTION by Palmer, seconded by Wilson, to accept the recommendation of the Leadership Committee and appoint Matthew Barr to the Board with thanks. Passed by consent.'''

Report of the Leadership Committee:
{{blockquote}}
The leadership committee is unanimous in the opinion that Matthew Barr
should be appointed to the board vacancy. As highest ranking runner-up, he
should be non-contentious. He reiterated his willingness when we checked
with him recently.

Regards,

Greg Rose (for the Leadership Committee)
{{end blockquote}}

== Adjournment ==

'''MOTION by Hume, seconded by Palmer to adjourn. Passed by consent.'''

Template:M

2006-02-18T00:23:02Z

Trey:

[[/{{{1}}}|{{{1}}}]]

LOPSA Policies

2006-02-02T23:39:51Z

Trey:

Board meeting Minutes

2006-01-26T08:06:37Z

Trey: /* 2005 */

LOPSA Bylaws

2006-01-26T07:06:58Z

Trey: as amended

[[Category:Policies]]
''Approved by ratification of the Membership on 18 July 2005, effective as of 29 July 2005.''

''Amended on {{minutes link|4 January 2006}}''.

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

== Article 1. Name and Purpose ==

=== Name ===

The name of the organization shall be the League of Professional System Administrators, incorporated as The System Administrators Guild, Inc., a New Jersey nonprofit corporation (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 the New Jersey Nonprofit Corporations Act.

; '''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.

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 ====

'''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 and under New Jersey law to serve on the Board. Notwithstanding the immediately preceding sentence, no Director shall be removed as a Director for the Current Board Term as a result of a change in the Rules made at the time of, or subsequent to, the immediately preceding election of Directors.

=== Election of Directors ===

<div class="noprint" style="clear: right; border: solid #aaa 1px; margin: 0 0 1em 1em; font-size: 90%; background: #f9f9f9; width: 250px; padding: 4px; spacing: 0px; text-align: left; float: right;">
<div style="float: left;">[[Image:Wikipedia-logo-en.png|50px|none|]]</div>
<div style="margin-left: 60px;">[[WikiPedia:Main Page|Wikipedia]] has a page related to:
<div style="margin-left: 10px;">'''''[[WikiPedia:Single Transferable Vote|Single Transferable Vote]]'''''</div>
</div>
<div style="font-size: 10px;">''This link is provided for informational purposes only, and does not reflect policy of the Association.''</div>
</div>

Elections shall be conducted as described in Article 9 and the Election Policy.
Elections for Director shall be conducted using the Meek Single
Transferable Vote.

Voting shall be held every two years, in June.

==== Eligibility ====

Candidates for election to the Board must be members of
the Association in good standing, and must have maintained membership in good standing since the prior
election to be eligible for nomination. Candidates for election to the Board must satisfy all requirements imposed by New Jersey law for serving as a Director of the Association, and must meet any other requirements as set forth in the Rules. Notwithstanding the immediately preceding three sentences, no individual shall fail to qualify as a Candidate for election to the Board as a result of a change in the Rules made within the 180 day period prior to such election of Directors.

==== 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 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.

A Special Meeting of the Board, as specified in Article 6, may be called to consider the censure 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. The Director so accused shall have the right to be present during deliberation and to present a defense.

A censure motion, which may include removal of the accused Director, 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 the Director's seat shall be considered vacant in determining quorum and the number of votes cast.

=== 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 Current 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.

=== 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 the lesser) 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 shall convene the Meeting within 30 days of receiving a valid petition.

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 as described in this Article, Article 9, 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.

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. If more than two choices are given on a sub-question, voting on the option shall be by the Cloneproof Schwartz Sequential Dropping method. Voting "No" on the question does not disqualify the voter from voting on the sub-question(s).

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

=== Quorum ===

For a ballot resolution to be binding upon the Board, quorum must be met. 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. Abstention votes will be counted in determining the question of quorum.

=== 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.

=== 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. Conduct of Elections and Referenda ==

Elections of the Board and Referenda of the membership shall be conducted as follows:

# A ballot of the membership shall be proceeded by a notice ('''Ballot Notice''') being sent to the members at least 21 days prior to the closing date of the ballot.
# The Ballot Notice shall include the names of any candidates and the text of any resolutions to be voted upon, the methods for casting a vote, and the dates during which votes will be accepted.
# The Board shall define proper methods for casting a vote, ensuring 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 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.

Election and referenda policy shall provide for the greatest member participation possible while maintaining organizational prudence.

== Article 10. 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.

=== 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 11. 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, and during the Current Board Term, 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.
* 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.
* If, having quorum at the Ratification Meeting, the ratification vote fails, the amendment fails.

=== Amendment by Members ===

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

== Article 12. 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 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.''

== Article 14. 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.

Board meeting Minutes/28 November 2005

2006-01-22T07:22:09Z

Trey: removed SAGE reference

{{minutes box|before=21 November 2005|after=4 December 2005}}

{{working paper}}

{{minutes approved|4 December 2005}}

;Present: <b>Subject to verification</b> Tom Perrine (chair), Trey Harris, Doug Hughes, Andrew Hume, Chris Palmer, David Parter, Stephen Potter, Pat Wilson, Sam Albrecht (note taker)

;Opened: 20:05 <b>Eastern Time</b>

;Closed: 22:19 <b>Eastern Time</b>

== Consent Agenda ==
* '''Approve minutes of {{minutes link|21 November 2005}}'''
** Wilson requests hold for redaction of 21 November minutes
* Acknowledge email vote:
*:'''MOTION: To adopt the {{policy on|Hosted mailing lists}}:'''
{{blockquote}}
=== Approved text: {{policy link|Hosted mailing lists}} ===

==== Purpose and scope ====

To advance the mission of the Association, LOPSA shall offer its members hosting services for electronic mailing lists of interest to the system administration community. Such lists are offered in order to to
* further LOPSA's mission to serve the public;
* advance the state of the profession of system administration;
* increase LOPSA's visibility in the system administration community.

This policy applies only to mailing lists created under the guidelines of this policy. This policy does not apply to official LOPSA mailing lists, including Board mailing lists.

==== List creation ====

Any LOPSA member in good standing may apply for a hosted mailing list. The application shall be made available to members on the LOPSA website.

==== Applications ====

The application for a hosted mailing list shall require the applicant to supply the following characteristics of the mailing list, as described elsewhere in this policy:
# Requested address
# Moderator addresses
# Descriptive name
# Purpose
# Subscription policy
# Moderation policy
# Archival policy

The application shall also require the applicant to agree to the obligations and responsibilities of moderating a hosted list (the '''Terms of Agreement'''), as outlined in this policy.

Applications must be approved by one of:
# the President;
# any individual invested by the Board with the power to approve such applications; or
# the Board acting as a whole.

The approver may modify parts of the application to conform with LOPSA policies, naming conventions, or for other purposes. The applicant may decline to proceed with the creation of a list under a modified application, or may appeal such modification to the Board. If an application is denied, it may be appealed to the Board. In no case shall an application's modification or denial be appealed to any person or body other than the Board.

===== Address =====

The application shall specify the address requested for the mailing list. Addresses shall be in the domain ''@lists.lopsa.org''.

In order for the application to be approved, the address must be unique (i.e., not in use by an existing LOPSA hosted mailing list) and descriptive of the list's purpose.

Use of the characters ''lopsa'' in the left-hand-side of a mailing list's requested address must be reasonably justified in the application.

===== Moderator addresses =====

The applicant shall supply the addresses of at least two LOPSA members (including him or herself) to serve as moderators of the list. All moderators must agree to abide by the Terms of Agreement.

===== Descriptive name =====

The application shall specify a descriptive name for the hosted mailing list. This name shall briefly describe the purpose of the mailing list in a manner understandable to the casual reader.

===== Mailing list purpose =====

The application shall describe the purpose of the mailing list. The purpose should serve to justify the need for the list, explain how the list furthers LOPSA's mission, and describe to potential subscribers the likely content of the list.

===== Subscription policy =====

The application shall specify one of the following subscription policies:
;Open: The mailing list is visible in the directory, and anyone can subscribe.
;Members-only: The mailing list is visible in the directory to LOPSA members, and only LOPSA members can subscribe.
;Private: The mailing list is not visible in the directory, and requires moderator approval of subscriptions.

The applicant must justify requests for private lists, and specify the criteria that will be used for approving subscriptions. Applications for private lists will not be approved without reasonable justification and objective criteria. For example, a list consisting of the maintainers of a software project or the attendees of a meeting are reasonable candidates for a private list. Self-governing subscription policies, for example subscribers voting on new list invitations, may also be acceptable with reasonable justification. In no case shall the applicant exercise arbitrary control over a subscriber list.

An Open or Members-only subscription policy shall not be construed to deny the moderator the right to ban subscribers who abuse list policy.

===== Moderation policy =====

The application shall specify whether the list allows for open posting or is moderated. Requests for moderated lists must be reasonably justified.

An open-posting policy shall not be construed to deny the moderator the right to moderate posts from non-subscribers, or to moderate posts from subscribers who have abused list policy.

===== Archival policy =====

The application shall specify whether archives of list posts are requested, and whether the public or just subscribers should have access to the archives.

Archives may be expired on a schedule as necessary. List moderators shall be given prior notice of such expiry.

==== Oversight ====
LOPSA is in no way responsible for the content of hosted mailing lists. It is the responsibility of the list moderator(s) to ensure that hosted lists are not used for illegitimate purposes. LOPSA reserves the right to take action if made aware of improper conduct on hosted lists.

==== Termination ====
A hosted list may be terminated under any of the following circumstances:
* The moderators cease performing list maintenance duties;
* The moderators are no longer LOPSA members in good standing;
* In the determination of the Executive Director (appealable to the Board), the list is no longer serving its approved purpose; or
* The list traffic becomes too great for LOPSA's resources.

LOPSA shall work with the subscribers of such lists to prevent termination if possible (for example, by transferring moderation to other members in good standing) or to transition lists gracefully to a more appropriate service.

==== Mailings from LOPSA ====
From time to time, LOPSA may send mail about LOPSA activities to hosted mailing list subscribers. Such mail may be sent via the mailing lists, or directly to list subscribers.

LOPSA may from time to time send mail to hosted mailing list subscribers on behalf of third parties. Such mail will be sent directly to list subscribers, and subscribers will be provided with a means of opting out of such third-party mailings.

==== Footers ====
Posts to hosted mailing lists may have a LOPSA-approved footer appended of no more than four 77-character lines. This footer shall only be used to publicize LOPSA and LOPSA activities.

==== Privacy ====
LOPSA or its members shall not share the subscriber list of any hosted mailing list or any addresses contained therein with any third party. The subscriber list of a hosted mailing list shall not be made available to the public without permission; at the moderator's option, the subscriber list may be made available to other subscribers or to LOPSA members.

Moderators must agree not to share the subscriber list or any addresses contained therein with any third party. For lists in which the subscriber list is visible to other subscribers, subscribers must be notified at the time of subscription (e.g., via the list's welcome message) that they must not share the subscriber list or any addresses contained therein with any third party.

==== Terms of Agreement ====

This policy shall be used as the basis for Terms of Agreement, to be provided to hosted list moderators at time of application, any time the Terms change, and on request.
{{end blockquote}}
:'''Moved by Harris, seconded by Wilson. Harris, Wilson, Potter, Hume, Hughes vote aye. Motion passes on 22 November 2005.'''

== Action Items ==
* Harris:
** Migrate all 3 wikis (Board, Public, and Drupal) to new machine - '''in progress'''
** Make changes/amendments to hosted mailing-list policy as discussed and present to Board in email motion - '''DONE'''

* Hume:
** Review minutes and provide a list of redactions pertaining to SAGECom that may now be restored - '''not done'''

* Palmer:
** Notify current membership of proposed bylaw change - '''in progress'''
** Draft a proposal for overarching webiste content/editoral direction (with Potter) - '''not done'''
** Draft a policy for formal member notifications and submit to Board by email - '''DONE; see below'''

* Parter:
** Announce Amazon Associates link to the public - '''DONE'''

* Perrine:
** Draft a business plan for LOPSA (with Wilson) - '''not done'''
** Write another note to the Advisory Council - '''not done'''

* Potter:
** Draft a proposal for overarching website content/editoral direction (with Palmer) - '''not done'''
** Decide on sponsor plaque details (with Wilson) - '''DONE'''

* Wilson:
** Draft a business plan for LOPSA (with Perrine) - '''not done'''
** Finalize LISA ribbons - '''DONE'''
** Decide on sponsor plaque details (with Potter) - '''DONE'''
** Propose a bulk-membership for sponsors plan - '''see below'''
** Work w/ Feen to come up with a proposal for Google - '''in progress'''
** Draft a "sense of the board" message regarding LOPSA's position on the Usenix negotiations - '''DONE'''

* Albrecht:
** Continue work on merchant account procurement - '''in progress'''
** get CA business license for selling at LISA vendor show - '''DONE'''
** Register for LISA - '''DONE'''
** Get membership roll in order - '''not done'''
** Recommendations on which of 3 AH options is best to pursue for us - '''in progress'''

== Standing Report ==

* Treasurer's report
** not much here - budget is in stasis pending new data
* Membership report
** now 96 members, most of them Charter ones
* Online report
** http/https working throughout site; the "lock" icon now does the right thing
** our Volunteer coordinator is ready to coordinate volunteers
** we'll look into setting up some URL monitoring for the web site

== Business plan and Budget ==
Work on the business plan will commence ASAP; the budget will be revisited shortly.

== Board meeting at LISA ==
* when, where
** Sunday Dev 4th, 9AM-6PM in "Pacific Salon 6" at the T&C
* suggested agenda items
** agenda template is now available on the wiki
* publicly announce?
** morning business meeting and brainstorming open to members (and Advisory Council members)
** the strategy session in the afternoon will be closed (business sensitivity)

== Google Ads ==
The general consensus was that it would not be in keeping with the professional image we're trying to project to sell ad space on the main page(s) of the website. Having LOPSA ads run from Google, on the other hand, sounds like a good idea if it can be done without cash outlay.

== Individual Sponsor Conversion ==

*A member would like to give us money and convert individual sponsorship to consultant at the same level sometime later. Should such conversions be allowed?
** Yes, such conversions should be possible.
*What is the distinction between the "consultant" and "corporate" categories?
** It's not entirely clear; there's really no policy, only the level and benefits table

''ACTION ITEM: Hughes to draft a response to member requesting potential sponsorship conversion''

''ACTION ITEM: Development Committee (Potter, Wilson) to draft more rigorous policy (including definitions)''

== Multi-member sponsor discount (Wilson) ==

By request, I propose the following:
* As an additional Corporate Sponsor benefit at the Silver level, the sponsor organization may enroll any number of its employees as members at the prevailing student rate (currently $25). Membership so granted may be renewed at the discounted rate as long as the sponsorship is in effect; should the sponorship lapse, employees may renew, but at the normal individual member rate

Discussion brought up the following points:
* the discount should not be tied to the student rate (soon to be 50% off of the non-student), but rather a smaller and fixed percentage (10-15%)
* other professional organizations should be investigated to see whether they offer such a discount, and if so how much

This issue has been tabled pending market investigation.

== Lifetime membership ==

''Tabled until 4 December 2005 meeting''

== Approval of Notifications policy (Palmer) ==

Approval of the {{policy link|Membership notification}}.

{{blockquote}}
'''"Normal communication channels" for the publication of notices to the membership where required, such as bylaw amendments, election notices, and the like, shall consist of:
'''*Publication of the notice on the main page of the LOPSA website
'''*An email sent to the active members of LOPSA. The list of email addresses used for notification shall be no more than 10 days old at the time of sending, and generated from the current membership database.

'''All such emails must be sent from a non-personal address, notify@lopsa.org.

'''All such communications should contain clear instructions on how to respond with comments in such a way that all such comments are available to any director.'''
{{end blockquote}}

'''MOTION to amend to include a defined source email address (notify at lopsa dot org) by Palmer, seconded by Harris- passes.'''

'''MOTION to approve policy as amended by Palmer, seconded by Harris - passes

== New Business ==

=== Hosted mailing lists amendment ===

'''MOTION: To amend the {{policy on|Hosted mailing lists}}, by adding the following text to section 5 (Termination):'''
{{blockquote}}
Lists may also be terminated at the moderators' request. Notice shall be sent to the mailing list warning of pending list termination. If other LOPSA members volunteer to be new moderators, LOPSA may work with such volunteers to preserve the mailing list.
{{end blockquote}}

'''Motioned by Harris, seconded by Potter - passes.'''

=== Sense of the Board Re: USENIX/LOPSA negotiations and future ===
{{blockquote}}
'''MOTION: That it is the sense of the Board that until recently, the LOPSA Board has held back from significant work on its programs pending resolution of its negotiations with USENIX. It has become clear that there will not be a timely conclusion to the USENIX negotiations, and therefore the LOPSA Board has decided to go forward with our programs. LOPSA remains open to finding common ground with USENIX, but our main focus is now on our members, and our profession.
{{end blockquote}}

'''MOTION to amend by Harris, seconded by Hume - passes'''

'''Moved by Harris seconded by Hume - passes, two opposed (Parter, Potter)'''

=== Usenix Agreement Status (Hume) ===
It seems that Usenix is planning to keep the SAGE members, so there can be no outsourcing. Usenix's position might change if LOPSA gets the (c)3 status.

''ACTION ITEM: Albrecht to call IRS about the application status.''

== Adjournment ==
'''MOTION to adjourn by Hume, seconded by Wilson - passes.''' Adjourned at 22:19 EST

Board meeting Minutes

2006-01-22T07:20:55Z

Trey: removed SAGE reference

Interim Board meeting Minutes

2006-01-22T07:18:45Z

Trey:

{{SAGE historical}}
This page is a list of links pointing at Minutes of the SAGE Interim Board (the precursor of the LOPSA Board of Directors) in chronological order.

See also the newer [[Board meeting Minutes]].

== 2004 ==

* [[/2 August 2004|2 August 2004 (Redacted version)]]
* [[/20 August 2004|20 August 2004]] (No redactions)
* [[/17 September 2004|17 September 2004]] (No redactions)
* [[/4 October 2004|4 October 2004]] (No redactions)
* [[/18 October 2004|18 October 2004]] (No redactions)
* [[/25 October 2004|25 October 2004]] (No redactions)
* [[/1 November 2004|1 November 2004 (Redacted version)]]
* [[/8 November 2004|8 November 2004]] (No redactions)
* [[/6 December 2004|6 December 2004]] (No redactions)
* [[/20 December 2004|20 December 2004]] (No redactions)
* [[/28 December 2004|28 December 2004 |(Redacted version)]]

== 2005 ==

* [[/10 January 2005|10 January 2005 (Redacted version)]]
* [[/24 January 2005|24 January 2005]] (No redactions)
* [[/21 February 2005|21 February 2005]] (No redactions)
* [[/28 February 2005|28 February 2005 (Redacted version)]]
* [[/14 March 2005|14 March 2005 (Redacted version)]]
* [[/14 April 2005|14 April 2005]] (No redactions)
* [[/15 April 2005|15 April 2005 (Redacted version)]]
* [[/2 May 2005|2 May 2005]] (No redactions)
* [[/16 May 2005|16 May 2005]] (No redactions)
* [[/18 May 2005|18 May 2005]] (No redactions)
* [[/23 May 2005|23 May 2005]] (No redactions)
* [[/6 June 2005|6 June 2005]] (No redactions)
* [[/13 June 2005|13 June 2005]] (No redactions)
* [[/27 June 2005|27 June 2005]] (No redactions)
* [[/12 July 2005|12 July 2005]] (No redactions)

== About the redactions ==
Some of the minutes have redacted versions. The redactions are given in the form:

:This sentence includes <strike>words to be redacted</strike> ''{4 words redacted; reason for redaction}''.

The above sentence would read:

:This sentence includes ''{4 words redacted; reason for redaction}''.

The reasons for redaction are:
# Personnel mentioned by name
# Business sensitivity
# Third party mentioned by name

LOPSA Policies/Review of signatory power

2006-01-22T07:17:23Z

Trey:

{{SAGE not historical}}
=== [[SAGE Policies/Review of signatory power|Review of signatory power]] ===
{{IB Policy approved|14 April 2005}}

That checks drawn on the SAGE account shall require one (1) signature from among the trustees of the account. The Secretary/Treasurer and President shall review the bank statement on a monthly basis and report to the board on the review.

LOPSA Policies/Membership classes

2006-01-22T07:17:06Z

Trey:

{{SAGE not historical}}
{{policy|Membership classes}}

{{policy approved|7 November 2005}}

{{policy amended|14 November 2005}}

The Association shall have the following classes of membership:

{| {{prettytable}}
! Class !! Voting !! Dues !! Renewal period !! Benefits !! Notes
|--
! Individual Member
| Yes
| $40/year until May 2006; $50/year after
| One year
| All benefits as defined by the board, specifically including:
* Right to vote in all LOPSA elections
* Access to members-only LOPSA web content
* Access to members-only LOPSA web archives
* Access to participate in members-only LOPSA mailing lists
* Opportunity to be involved in members-only project- or topic-specific groups
* Member discounts on selected LOPSA merchandise and publications
* Other benefits as they are developed
|
|--
! Charter Member
| Yes
| $50
| N/A
| All benefits of Individual Membership, plus:
* The lifetime right, for as long as membership is maintained in good standing, to refer to oneself as a "Charter Member"
* A 3- or 4-digit member number (offered on an as-available basis)
* Recognition by name as a Founding Member on the SAGE website (may be declined at member request)
* Other such benefits as defined by the Board
| Admission to this membership class shall be limited to those joining prior to 1 May 2006. Renewals of Founding Members shall be as Individual Members. STG Transitional Membership or Individual Membership dues shall not be applied, in whole or in part, to Founding Membership dues.
|--
! Founding Member
| Yes
| Same as Individual Member
| N/A
| All benefits of Founding Membership, plus:
* The lifetime right, for as long as membership is maintained in good standing, to refer to oneself as a "Founding Member"
* A 1- or 2-digit member number
* Recognition by name as a Founder on the SAGE website (may be declined at member request)
* Other such benefits as defined by the Board
| Admission to this membership class shall be by invitation of the Board. Renewals of Founders shall be as Individual Members. STG Transitional Membership dues shall not be applied, in whole or in part, to Founder dues. Individual or Founding Member dues may be applied to Founder dues on an annualized pro-rata basis.
|--
! Student Member
| Yes
| $25/year
| One year
| All benefits of Individual Membership, plus such other benefits as defined by the Board
| Admission or renewal of this membership class shall require proof of full-time primary, secondary, or post-secondary student status.
|--
! Honorary Member
| No
| $0
| N/A
| As defined by the Board
| Admission to this membership class shall be by invitation of the Board.
|--
! Trial Member
| No
| TBD
| One month
| As defined by the Board.
| Memberships in this class shall be automatically renewed unless cancelled or upgraded to another class of membership, as described in the {{policy on|Trial memberships}}.
|}

==== Voting status ====
Voting status as defined for each membership class above shall entitle a member of a voting class to:
# Vote in elections, referenda, and other such ballots as may be offered to the Membership;
# Stand for election for Association office, subject to the Rules; and
# Participate in petition actions as defined in the Rules.

LOPSA Policies/Leadership Committee

2006-01-22T07:16:36Z

Trey: removed SAGE reference

{{policy|Leadership Committee}}
{{policy approved|4 August 2005}}

{{policy amended|8 August 2005}}

The Leadership Committee has two roles. Its recurring tactical role is to serve as the Nominating Committee in election years. Its ongoing strategic role is to promote the development of new talent, by giving them a "career path" through the ranks of the organization. The Nominating Committee role is specified in the [[LOPSA Bylaws|Bylaws]] and is incorporated by reference.

The leadership development role is the strategic counterpart to nominating. In order to have a suitable pool of candidates for committees and offices, the Leadership Committee will identify suitable individuals as early as possible, and groom them to take on ever-increasing leadership positions. Where possible, the Committee will develop informal "career paths" within the Organization. These paths should begin with lower-level volunteer positions, include committee memberships and then Chair positions, eventually leading to Board membership for qualified individuals. This is "professional development for volunteers", and should include enhancing their leadership skills by providing suitable training, encouragement and mentoring.

The Committee will consist of between four and seven members (including the Chair), at the total discretion of the Chair. The Board will appoint the Chair. The Chair will select and have final approval of all other members; the Board explicitly has no role in selecting the other members of this Committee.

LOPSA Policies/Code of Ethics review committee

2006-01-22T07:15:51Z

Trey:

{{SAGE not historical}}
{{policy|Code of Ethics review committee}}

{{policy approved|19 September 2005}}

The SAGE Code of Ethics was adopted in 2003. it is intended that the Code of Ethics should be broad enough to not need frequent revision, but strong enough to serve the Profession, individual Practitioners and system administration organizations.

To take into account any deficiencies found in the Code after adoption, and to adapt to changing circumstances, a two-year review was mandated at the time of adoption, with the expectation that future reviews every four years would be appropriate. It is not intended that this review entail a major rewriting of the Code of Ethics. If the review comittee feels that a major rewrite is necessary, it should provide an explanation in the submitted recomendations, but not undertake that task.

The Code of Ethics Review Comittee is charged with organizing the review of the
[http://www.sage.org/ethics.mm SAGE Code of Ethics]:

* Appropriate attention should be paid to publicity, both for the sake of an informed review involving our members, and as an opportunity for publicity and raising awareness in the broader sysadmin community and perhaps even further (managers, etc). Publicity should be coordinated with the SAGE Communications Committee.
* Discussion with the community should include a public event at LISA 2005 and online discussions, using SAGE online resources and others as deemed appropriate by the committee
* The Committee is ''not'' charged with redrafting the Code in its entirety. If the Committee believes this necessary, it should make a recommendation to the Board, but should not proceed.
* A report and recommendations (separate from the report) should be submitted to the Board no later than Feb 1, 2006:
** The report should document review activities, level of participation, and any other information about the review process as determined to be appropriate by the review committee
** The Recommendations should address:
*** any proposed changes in the text of the Code of Ethics
*** future review schedule (tenatively set for 4-year cycle after the initial 2-year review)
*** any other recommendations from the review committee
* The budget for this activity is up to $100. If additional funds are needed, the Committee must seek approval from the Board in advance.

LOPSA Policies/Communications

2006-01-22T07:15:31Z

Trey:

{{SAGE not historical}}
{{policy|Communications}}
{{policy approved|8 August 2005}}

{{policy amended|7 September 2005}}

====Purpose and Scope====

The purpose of this document is to provide guidelines and restrictions where necessary to keep all communications between SAGE and the outside world 1) authorized, 2) appropriate, 3) recognizable, and 4) consistent. When we communicate as a Board or as an organization to any group of people, we must first and foremost represent the membership and the Board of SAGE in a responsible manner. We must also be responsive to the needs and requests of our members, and the public at large where appropriate.

====Policy Statement====

=====Timeliness=====

'''Communications should provide the membership with timely, accurate, clear, objective and complete information about SAGE policies, programs, services and initiatives.''' The Board has a duty to explain its policies and decisions, and to inform the membership of its priorities. Communications therefore should be complete, clear and swiftly follow any changes or major initiatives.

'''Programs should plan for communication from the beginning.''' SAGE programs should address communication needs in the development stage of policies and programs. Policies and programs should never surprise the membership or happen by accident. SAGE should proudly promote each and every service and program it provides. Programs that the membership is ignorant of are bound to fail. The Board must further ensure that changes in policy that significantly affect the rights and privileges of membership are both proposed to the membership for comment well in advance of a vote, and clearly and widely communicated if they are adopted. The Communication Committee is there to assist programs in planning for communication needs.

=====Authorization=====
'''Collective communications must be authorized.''' No communication that claims to represent the policy, positions, or other stance of either the Board or SAGE as a whole shall be made public until and unless it is approved by the Board. No communication that claims to represent the policy, positions, or other stance of a committee or subcommittee of SAGE shall be made public until and unless they are approved by that committee. Committees must be authorized by the Board to contact the membership or general public before doing so, and they must also abide by the Board-defined limits for their communications. All official communications shall go through official channels maintained by the Board, either by a membership email list, a list of all members generated from the membership database, or by whatever public relations channels are maintained by the Board.

'''Individual officials of SAGE are encouraged to communicate directly with the membership.''' Openness in governance helps members fairly judge our performance, and helps enable membership participation. To build an open organization, all officials (staff, committee members, and above all the Board) should take a role in communicating with the membership. At the same time, officials must respect the policies and intent of the SAGE Board, as well as confidential information. Officials serve SAGE best by communicating openly and frequently about programs they are charged with, while treating sensitive information with the discretion it requires.

Officials who communicate as individuals to the membership should maintain consistency in look and feel with other SAGE communications, including letterhead and logos following the [[SAGE Branding Guide | Branding Guide]] in appropriate media. Communications from individuals must be signed by that individual and clearly indicate through tone, person, and/or disclaimer that they are the personal words and beliefs of the individual, not the Board or SAGE. Officials of SAGE should be given sage.org email addresses, and should use them in individual communication wherever possible to promote the visibility of SAGE.

Any Board member or other (non-staff) official should be very careful and respectful about expressing public dissent with an action of the Board. Board members have a right to have their dissent in votes explicity recorded in the minutes, which are ordinarily made public to the membership. However, current officials of SAGE may not attempt to undermine the actions or intent of SAGE, the SAGE Board, or its committees in the public expression of these rights. Individual officials expressing dissent within these guidelines should nonetheless not use their sage.org email addresses, or channels of communication not open to general members, but should strive to speak as regular members. All officials of SAGE have the right of resignation if they cannot support the activities or decisions of the Board, and are freed of the duty of obedience, but not the requirements of confidentiality, upon their resignation.

Under no circumstances should staff express dissent or a message inconsistent with the Board's.

'''Individual officials of SAGE are ''not'' to communicate directly with the general public or media unless authorized.''' As opposed to membership, relations with the public, especially the press, are sensitive. Public communications are open to misinterpretation and laden with pitfalls. An unusual level of care and restraint is required before engaging the general public and the media, as even officials claiming to speak only for themselves are nevertheless taken to be the voice of SAGE. Coaching and planning is often required before engaging with the general public or the media. Therefore, officials of SAGE must not engage the public or the media about SAGE issues unless authorized by the Board.

SAGE officials and members who are addressing sysadmin issues not directly related to SAGE, including authoring books or being asked to speak in their own right about issues related to systems administration, are encouraged to include their affiliation with SAGE in their byline, biography, or attribution to promote SAGE's visibility. Affiliates must be clear they are not speaking for SAGE if they include such an affiliation, and may not list SAGE as their primary affiliation. For example: ''Mary Jones, a system administrator at Example.com and member of the SAGE Board of Directors'' is acceptable, but ''SAGE Board member Mary Jones'' is not.''

The President, the Communications Committee chair or other spokesperson designated by the Board, and the Executive Director are by default authorized by the Board to engage with the general public and membership on SAGE issues on behalf of SAGE, but must at all times communicate to the public in line with the established wishes and policy expressions of the Board. They must also report on any such communications back to the full Board at the next Board meeting after the fact.

'''All parts of SAGE should work together to give a coherent message and picture of the organization.''' Coordinated communication is essential; otherwise we confuse our membership and ourselves. Any SAGE official making individual communications should consult first with the current messages of SAGE, maintained by the Communications Committee and approved by the Board, and strive to incorporate those messages into their communication where possible and appropriate.

=====Transparency=====

'''Official communications should be preserved, and open to all.''' Any communication that is sent to the membership or made available for general release must in all cases be preserved in an easily accessible portion of the website, once the website is under the direct control of SAGE. Communications should also be sent to the widest reach of membership to whom they apply; for instance, an email intended for all members should not only be sent to sage-members@sage.org, as not all members are on that list.

'''SAGE defaults to transparency'''. Transparency is essential to good governance. Therefore, by default, any action or policy of SAGE is public at the moment it is authorized by the Board, and repeatable by anyone to any member of SAGE. If the Board requires actions at meetings or other information to be private and confidential, it must specify that when the action is taken. By default, any action taken in executive session is private.

'''Communications should be openly two-way.''' SAGE does not engage solely in top-down communication with its membership or the general public. All public communications should include clear mention of a method the readership can use to contact the Board or the committee releasing the communication. Non-personal email addresses used to send out official communications should be deliverable and also should be monitored by someone so any replies from members can be forwarded on to the Board or committee.

The Board should never be, or seem, inaccessible and aloof to the membership. SAGE's board and committees should frequently call attention to Board/membership communication. Such attention will help demonstrate to non-communicative members that the Board is open and responsive. To encourage that, inquiries sent to SAGE official channels should be responded to promptly, and where possible, completely.

=====Style=====

'''Communications should be clear and engaging'''. Communications must use plain language, be clearly formatted and expressed, and be accessible to all our members. Communications should also engage the reader; official communications need not be overly formal and lacking in interest, but should engage the reader and encourage further reading.

'''Official communications should follow the Branding Guide'''. The [[SAGE Branding Guide]] shall be made available to all staff, directors, and other participants in SAGE who are authorized to make communications to the membership or general public. Its guidelines must be followed in print and web media, and where possible should also be followed in text email. Text emails at the very least must prominently include the SAGE name and byline, and make clear that they are official communications of SAGE.

'''Official communications should be consistent'''. Any periodic form of communication, such as the monthly memo to members or any other type of regular memo, should stay consisitent in format and structure, with infrequent redesigns or alterations. Individual entries in a series of related email communications should all be sent from the same, easily identified, and non-personal email address, preferably at sage.org.

LOPSA Policies/Committees

2006-01-22T07:15:08Z

Trey:

{{SAGE not historical}}
[[Category:Committees|#]]
{{policy|Committees}}
{{policy approved|31 July 2005}}

{{policy amended|8 August 2005}}
{{policy amended|21 November 2005}}

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

The Board shall establish the following committees:

==== Board level committees ====
{| {{prettytable}}
! Name !! Chair !! Description !! Disposition !! Contains subcommittee(s)
|-----
! Development
| Wilson/Potter
| Involve no entangling commitments. Develop development policy, plan, kit, identify and ask candidates, fund-raise <br> ''Note: though the President will often have development duties (e.g., hobnobbing, etc.) that doesn't mean the President must chair this committee.''
| Standing
| As required
|-----
! Partnership Committee|Partnership & Liaison
| Perrine
| Involve mutual commitments and relationships. Liaise with USENIX and other partners on contract, etc. Conflict resolution.
| Standing
| As required
|------
! Leadership
| Greg Rose (Board liaison Perrine)
| Develop leadership skills. Board induction. Volunteer cultivation. Election slates.
| Standing (per Bylaws)
| ''None''
|-----
! Policy
| Harris
| Draft policy manual for Board approval.<br>''May be "Committee of the Whole".''
| Ad-hoc
| ''None.''
|-----
! Communications
| Palmer
| Oversight of all communications to members and external parties. Drafting of communications policy.
| Standing
| ''None.''
|-----
! Membership development
| Harris
| Investigate growing the membership. Develop Membership classes and [[SAGE Policies/Membership classes|policy]]. Recommend whether standing committee is needed.
| Ad-hoc
| ''None.''
|-----
|}

==== Program committees ====

{| {{prettytable}}
! Name !! Chair !! Description !! Disposition !! Subcommittee(s)
|----
! Awards
| Hughes
| Annual Contribution to the Profession award; Yerkes award.
| Annual
| Maybe (one for each award?)
|-----
! Conference Planning
| Wilson/Perrine
| Plan our robust ubiquitous presence at LISA. Posters, BOFs, everything. In future, will handle all conferences.
| Standing
| One for each conference
|---
! Locals
| Parter
| '''Investigate''' Locals program.
| Ad-hoc
| ''None.''
|-----
! Technical Services
| Hughes/Parter
| Deliver and manage online services and other technology.
| Standing
| Email/Website transition team
|-----
! Content Services
| Palmer/Parter
| SAGEnews; Magazine; Journal; etc.
| Standing
| (One for each publication)
|------
! Mentor Program
| Hume
| '''Investigate''' revitalized mentor program.
| Ad-hoc
| ''None.''
|-----
|}

Interim Board meeting Minutes/6 December 2004

2006-01-22T07:14:31Z

Trey:

{{SAGE historical}}
<br style="clear: both;" />
{| class="toccolours" border="1" cellpadding="4" cellspacing="0" style="border-collapse: collapse; margin:0 auto;"
|- style="text-align: center;"
| width="30%" |Prior:<br />[[Interim Board meeting Minutes/8 November 2004|8 November 2004]]
| width="40%" style="text-align: center;" | [[Interim Board meeting Minutes]]
| width="30%" |Next:<br />[[Interim Board meeting Minutes/20 December 2004|20 December 2004]]
|}
<br style="clear: both;" />
''Minutes approved: [[Interim Board meeting Minutes/20 December 2004|20 December 2004]]''

This document is a board working paper, and commercial in confidence.

;Present: Geoff Halprin, David Parter, Trey Harris

;Meeting: 2004-12-06 1900 US/East
;Opened: 19:00
;Closed: 20:45

== Consent Agenda ==

* Meeting minutes (2004-11-08) approved by consent.

== Action Items ==

* See action item list.
* Time for new memo to members

== Outstanding Business ==

=== Legal Infrastructure ===

* Notes per email during LISA.

* Signatures to fax number

* Need to re-file with new name:
:* Geoff
::* Don't want to use "SAGE" in name; it's encumbered.
:* Trey
::* "Professional Association of System Administrators"
::* "Professional vs professionalism."
:* David
::* "System Administrators Professional Association"
::* Not something that causes problems (c6 vs. c3)
::* Ask lawyer; is "SAGE" better or worse.

* Successor to USENIX interest. Does this make things easier.

* Need to file copies of paperwork with USENIX.

* Geoff to write contract.
:* David: Would AMC want input into contract?

=== Operations Infrastructure ===

* Geoff must complete 1st round and write-up.
:* DUE BY END OF WEEK.

* Need better idea of how soon we can engage.

=== Computing Infrastructure ===

* Catch-22: do we use AMC systems or vice-versa?

== Election Policy Decisions Discussion ==

* To be decided:
:* Size of membership quorum: 1/10 or 1/20.
:* Bylaw amendments.

* Issues:
:* minimum count to put issue to membership.
:* minimum count to effect change (normal business).
:* minimum count to effect change (bylaw changes).
:* ratification of bylaws changes or not.

* Membership Quorum: Regular business
:* Geoff
::* Options:
:::* Proportion: 1/20
:::* Mix: proportion/minimum
:::* Rolling average: 2/3 ave of last three normal elections.
:* Trey:
::* Proportion: 1/8.
:::* Bootstrap: 2/3 ave last Exec election as bootstrap number.
:* David:
::* Rolling average: 2/3 ave of last three normal elections.
::* Bootstrap: We don't know how many members we'll lose in transition.
:::* Use fraction: 1/10 until 3 elections.
:* Geoff:
::* 3 elections rolling ave.
::* bootstrap of 1/10.
:* '''Motion: Passed. Unanimously.'''
::* '''3 elections rolling ave.'''
::* '''Bootstrap of 1/10 membership.'''

* Membership Quorum: Bylaw amendments.
:* David: bylaw changes require a higher proportion. (make it harder)
:* Quorum for bylaw changes:
::* need large pool, but simple majority.
::* David: threshold should be higher; if board didn't approve the change (short-circuit option).
::* 2/3 rolling ave, minimum 1/3 membership.
::* Motion: Passed. Unanimously.
:::* 2/3 rolling ave, minimum 1/3 membership.

* Signature mimimum to call SGM, petition business.
:* 75 minimum.

* Board bylaw amendments
:* All bylaw amendments must be ratified by vote at the next regular board meeting.
::* Call for ratification (with motion) must be in published agenda for 2nd meeting.
::* Public notice published to membership (no later than same time as meeting agenda.)
::* Proxy allowed (exact wording known) for board member who cannot attend second meeting.
:* Minimum notice period for board meetings of 1 week.
:* Minimum notice for (bylaw change) agenda item. Advisable, but not necessary.
:* Motion (repeat vote) Can't straddle two boards.
:* Simple majority of regular board quorum.
:* '''Passed. Unanimously.'''

* Membership ratification of bylaw amendments.
:* Already have facility to petition.
:* (Default is for amendment to apply.)
:* Board must not be able to reverse decision of the membership. (limit this clause - next election).
:* '''Passed. Unanimously.'''

;Meeting closed: 20:44

Interim Board meeting Minutes/4 October 2004

2006-01-22T07:14:09Z

Trey:

{{SAGE historical}}
<br style="clear: both;" />
{| class="toccolours" border="1" cellpadding="4" cellspacing="0" style="border-collapse: collapse; margin:0 auto;"
|- style="text-align: center;"
| width="30%" |Prior:<br />[[Interim Board meeting Minutes/17 September 2004|17 September 2004]]
| width="40%" style="text-align: center;" | [[Interim Board meeting Minutes]]
| width="30%" |Next:<br />[[Interim Board meeting Minutes/25 October 2004|25 October 2004]]
|}
<br style="clear: both;" />
''Minutes approved: [[Interim Board meeting Minutes/1 November 2004|1 November 2004]]''

This document is a board working paper, and commercial in confidence.

;Present: Lorette Cheswick, David Parter, Trey Harris

;Meeting: 2004-10-04 1900 US/East
;Opened: 19:00
;Closed: 19:37

== Legal Infrastructure update ==

David Parter has checked into Commerce Bank for Credit card use

== Bylaws ==

will be updated shortly and reviewed by the attorney.

The attorney will report on NJ electronic voting issues in current law.

Voting discussion- should the voting issue go to the advisory
committee?

== When will SAGE meet at LISA ==

Trey and David discussed when the Usenix board
usually has an open meeting. Probably SAGE will meet as a BOF in a Monday
time slot. They did not want it to conflict with the Usenix board meeting
or have it's timing conflict with a large forum presentation that would
take away from attendance.

Trey wants to make sure that the structure and composition of
the board is in the bylaws, because that will define the first elected board.

== Computing Infrastructure ==

We need servers for the website, Trey and David were going to
see if they could find volunteer hosting.

We need to draft a letter to the advisory committee reviewing our progress
in the formation of SAGE, and what we want them to be working on.

The Chuck Yerkes Award Committee should be formed in two weeks so that they
will have enough time to act to give the award at LISA.

The meeting adjourned at 00:37 with no new business.

Interim Board meeting Minutes/28 December 2004

2006-01-22T07:13:50Z

Trey:

{{SAGE historical}}
<br style="clear: both;" />
{| class="toccolours" border="1" cellpadding="4" cellspacing="0" style="border-collapse: collapse; margin:0 auto;"
|- style="text-align: center;"
| width="30%" |Prior:<br />[[Interim Board meeting Minutes/20 December 2004|20 December 2004]]
| width="40%" style="text-align: center;" | [[Interim Board meeting Minutes]]
| width="30%" |Next:<br />[[Interim Board meeting Minutes/10 January 2005|10 January 2005]]
|}
<br style="clear: both;" />
''Minutes approved: [[Interim Board meeting Minutes/10 January 2005|10 January 2005]]''

This document is a board working paper, and commercial in confidence.

;Present: Geoff Halprin, Lorette Cheswick, David Parter, Trey Harris

;Meeting: 2005-12-28 1900 US/East
;Opened: 19:00
;Closed:

'''1 REDACTION APPROVED.'''

== Consent Agenda ==

Meeting minutes (2004-12-20) approved by consent.

== Action Items ==

See action item register.

== Unfinished Business ==

=== Legal Infrastrucure ===
* Report from Lorette:
* Paperwork re-submitted as "The System Administrators Guild, Inc." (Original submission as "SAGE, Inc." rejected for name clash.)
* IRS has sent end-of-year forms. (We're official from their POV.)
* Awaiting response from NJ State.

=== Operations Infrastructure ===
* Geoff: Nothing to report on AMC project.
:* Spending several days disconnected over new year. Hope to catch up a bit then.

* David: Should we form a committee to participate in the AMC process?

* Lorette: Need to investigate D&O (Director and Officer) insurance.
:*''{6 words redacted; business sensitivity}''
:* Geoff:
::* Our running budget item has been around that amount.
::* We also need it to cover (a) volunteers, and (b) us from the acts of volunteers. [See the Guidebook.]
:* AP: Lorette will investigate D&O insurance. ([[Interim Board Action Points#20041228.01|Action Point #20041228.01]])

=== Computing Infrastructure ===

* David: Nothing to report.

=== Outsourcing Agreement ===

* Geoff to draft first revision.
:* Then circulate to board, then Kirk, then lawyers, then USENIX BOD.

* Should we form a committee to review/assist with outsourcing agreement?
:* Lots of members with various experiences in outsourcing and contracts.

* Must provide ability for AMC candidate to provide input on outsourcing agreement. (Geoff: We won't be able to engage an AMC until this agreement has been executed, thus guaranteeing cash flow.)

* Wiki: Ideas area. Created.

* AP: Geoff: Drop line to John Nicholson for advice on outsourcing agreement. ([[Interim Board Action Points#20041228.02|Action Point #20041228.02]])
* AP: Lorette: Prep Lemond for outsourcing agreement. ([[Interim Board Action Points#20041228.03|Action Point #20041228.03]])
* AP: Geoff: Form working group to review/draft outsourcing agreement. ([[Interim Board Action Points#20041228.04|Action Point #20041228.04]])
* AP: Lorette: Draft NDA for volunteers. ([[Interim Board Action Points#20041228.05|Action Point #20041228.05]])

=== Leadership Committee ===
* AP: Trey: Form Leadership committee. ([[Interim Board Action Points#20041228.06|Action Point #20041228.06]])
* AP: Trey: Draft mandate for Leadership Committee. Due 2005-01-10. ([[Interim Board Action Points#20041228.07|Action Point #20041228.07]])

=== Brochure ===

* AP: Trey: To manage brochure project. ([[Interim Board Action Points#20041228.08|Action Point #20041228.08]])
* AP: Geoff: To send copy of old brochure to Trey. ([[Interim Board Action Points#20041228.09|Action Point #20041228.09]])

== New Business ==

=== Unannounced business ===

;Meeting closed: 20:05

Interim Board meeting Minutes/25 October 2004

2006-01-22T07:13:19Z

Trey:

{{SAGE historical}}
<br style="clear: both;" />
{| class="toccolours" border="1" cellpadding="4" cellspacing="0" style="border-collapse: collapse; margin:0 auto;"
|- style="text-align: center;"
| width="30%" |Prior:<br />[[Interim Board meeting Minutes/18 October 2004|18 October 2004]]
| width="40%" style="text-align: center;" | [[Interim Board meeting Minutes]]
| width="30%" |Next:<br />[[Interim Board meeting Minutes/1 November 2004|1 November 2004]]
|}
<br style="clear: both;" />
''Minutes approved: [[Interim Board meeting Minutes/1 November 2004|1 November 2004]]''

This document is a board working paper, and commercial in confidence.

;Present: Geoff Halprin, Lorette Cheswick, David Parter, Trey Harris

;Meeting: 2004-10-25 1900 US/East
;Opened: 19:00
;Closed: 20:22

== Consent Agenda ==

* Meeting minutes (2004-10-18) approval DEFERRED until next week.

== Action Items ==

* See action points for annotations.

== Unfinished Business ==

=== Legal Infrastrucure ===

* Need answers on membership xfer and 501c3/c6 decision.
* Can move forward immediately with this info.
* Using copy on Geoff's wiki. Lawyer will edit down.
* David: Our rules are generic. If it is easier to use a prepared set, then do so.
* Issues to decide:
:* Member resolution/referendum.
:* Board amendments of bylaws.
:* Composition/election mechanisms.
:* Size of quorum (membership).
:* Does "committee vote by email" need bylaw?
* Next week's meeting: Decide these issues.

* Geoff: Coordinate USENIX office and Lawyer to talk on member xfer and 501c6 issues. ([[Interim Board Action Points#20041025.01|Action Point #20041025.01]])

* Lorette: Get legal feedback before next week. ([[Interim Board Action Points#20041025.02|Action Point #20041025.02]])

* Establish Nomcomm at LISA?
:* Chair from advisory council.
:* Past board member?
:* Limit to 3-4 ppl.
:* Couple from advisory committee. Couple from membership.

* All: Scout for/propose chair of nomcomm, committee. ([[Interim Board Action Points#20041025.03|Action Point #20041025.03]])

=== Operations Infrastructure ===

* About a third of the way through the responses.
:* Using these to refine evaluation criteria.
:* Most (so far) are lowtech, some have good ideas.
* Will prepare a report on findings.
* Intent is to identify shortlist.
:* Then meet with a few of them on way to/from LISA.

* Geoff: upload responses to private wiki when it is available. ([[Interim Board Action Points#20041025.04|Action Point #20041025.04]])

==== Admin Assistant ====

* David:
:* Need ability to maintain LISA momentum.
* Geoff:
:* Need plan for admin to come on as soon as Phase 2 gate achieved.
:* (It is our intent to pass gate to phase 2 at LISA USENIX BOD meeting.)

* Need phone/email (front office).
* Need bookkeeping from day 1 of phase 2 (back office).
* Need roughcut budget.
:* Geoff: assuming existing budget, we have plenty to cover admin.

* How do we find one?
* David volunteered to find one.
:* David: Commence search for admin candidates. ([[Interim Board Action Points#20041025.05|Action Point #20041025.05]])
* Geoff wants input on shortlist.

=== Computing Infrastructure ===

* No new reports.

=== Yerkes award ===

* Kolstad has offered to do non-Yerkes award.
:* Kolstad: come back to us within one week with one/more names. ([[Interim Board Action Points#20041025.06|Action Point #20041025.06]])

* No (useful) feedback from advisory council on Yerkes award.
* Time is short.
* David volunteered to do this.
:* David: come back with names within the week. ([[Interim Board Action Points#20041025.07|Action Point #20041025.07]])

=== LISA Planning ===

* SAGE Community Meeting: Thursday @ 8pm.
* SAGE Board Meeting: Monday AM (Geoff teaching PM).
* USENIX Board Meeting: Tuesday.
* USENIX Open Board Meeting: Wednesday @ 8pm.
* Geoff's suite is available for meetings all week.

==== Merchandise ====
(JD joined teleconference for this agenda item.)

* 5 Designs chosen. Quantities tbd (David/JD).
* Post-its approved. Need costs to determine qty (David/JD).
* David: Proceed with production of merchandise for LISA. ([[Interim Board Action Points#20041025.08|Action Point #20041025.08]])

=== Memo to members ===
* MUST DO NOW!!

== New Business ==

=== Unannounced business ===

==== Domain Name Renewals ====
* Domain name lapses per email from John and Tony ok.

=== Misc. ===
* Could JD have conf reg.
:* No prob. (But shouldn't need it.)

;Meeting closed: 20:22

Interim Board meeting Minutes/23 May 2005

2006-01-22T07:12:55Z

Trey:

{{SAGE historical}}
{{IB Minutes box|before=18 May 2005|after=6 June 2005}}

{{working paper}}

{{IB Minutes approved|27 June 2005}}

Teleconference
23 May 2005

Opened: 20:00 US/East
Closed: 20:45 US/East

Geoff Halprin
Trey Harris
Lorette Cheswick
David Parter (note taker)

== Item 1: Bylaws ==
* Bylaws now finalised, except identitifed open issues, which we need legal feedback on.
* '''ACTION ITEM''': Lorette: Send current draft of bylaws to lawyer, seek advice on draft and open issues (quorum, election rules).

== Item 2: AMC Engagement ==
* AH: [Geoff] will send notes from his phone conversation with Bill from AH
** ED search: estimate 3 weeks for list of candidates
*** interim board will make selection.
*** We must determine how to do this (phone conf, video conf, in-person).
** D&O Insurance. AH are getting this organised now.
** Web site and database migration -- David contact Dominick (AH) (ask at outset what hours are charged for).
*** Geoff: Focus is '''Day 0 Project''' - existing web site with AH integration (member db, credit card payment).

== Item 3: Candidates Wiki ==
* Candidates wiki:
** Geoff uploaded redacted AMC round one report. Can now be issued to candidates without NDA.
** list of respondants requires NDA. NDA forms will be faxed to Lorette (for file), Lorette will notify Trey to e-mail confidential items to candidates
* '''MOTION''': Adopt (modified Rutgers) NDA as SAGE's NDA. Passed unanimously.
* '''MOTION''': NDA extended to all candidates and Leadership Committee.

== Item 4: Election ==
* Election:
** '''ACTION ITEM''': Jesse and Matt must sign NDA re: vote data.
** Jesse and Matt will draft statement of confidentiality of election software, process, etc (David)
** Elegibility to vote: date of notice. detail re: membership class TBD ASAP.
** Geoff has draft wording in SAGE Policies.

Interim Board meeting Minutes/20 August 2004

2006-01-22T07:12:15Z

Trey:

{{SAGE historical}}
<br style="clear: both;" />
{| class="toccolours" border="1" cellpadding="4" cellspacing="0" style="border-collapse: collapse; margin:0 auto;"
|- style="text-align: center;"
| width="30%" |Prior:<br />[[Interim Board meeting Minutes/2 August 2004|2 August 2004]]
| width="40%" style="text-align: center;" | [[Interim Board meeting Minutes]]
| width="30%" |Next:<br />[[Interim Board meeting Minutes/17 September 2004|17 September 2004]]
|}
<br style="clear: both;" />
''Minutes approved: [[Interim Board meeting Minutes/17 September 2004|17 September 2004]]''

This document is a board working paper, and commercial in confidence.

;Present: Geoff Halprin, Lorette Cheswick, David Parter, Trey Harris

;Meeting: 2004-08-20 1900 US/East
;Opened: 19:00
;Closed: 20:16

== Legal Infrastructure ==

* Talked to CPA and Attorney who specialise in NP law.
:* Only one firm seems to do NP as functioning business.

* Only one willing to take on work.
:* Seems to be sufficiently skilled/experienced.
:* Retainer of $1000. HeroldHaines. Joseph Lemond.

* $1000 would get us a number of things:
:* Filing NP incorporation papers in NJ. Both federal (IRS) and state (Tax) filing.
:* State filing for non-profit status (tax). (This is separate from the previous two, but I missed the specifics.)
::Lorette: could you clarify the wording here?

:* Registration of NP with IRS (form 1023).
::* Lawyer wants $1500 to fill this form in.
::* CPA says we could do this ourselves.
::* Long form. Not complex though.
::* Lawyer ammenable to us doing it. (He would check.)
::* $400 to lodge incorporation papers.

:* Lawyer to review separation of assets agreement.
:* There exists an NJ org to provide support for filing forms.
::* Lorette is in contact with them.

:* Geoff:
::* Agree with us filling out forms (to save money).
::* But we need to get them checked by lawyer before filing.

:* Money in chequing account:
::* Get $3000 for expenses (within 2 weeks).
::* Geoff will liaise with Mike Jones. ([[Interim Board Action Points#20040820.01|Action Point #20040820.01]])

* Need permission for letter of commitment.
:* '''Motion: Authorise Lorette to send letter of commitment to lawyers. (once we have written confirmation of funds from USENIX.)'''
::* David: Need minute/money from USENIX.
:* M: DP. S: LC. Vote: DP, LC, GH, TH.

* Articles of Incorporation
:* Lorette: Read the 3 docs provided by Geoff (USENIX, SAGE, SAGE-AU)
:* Two areas: revision of bylaws, election and removal of officers

:* Topic: Revision of bylaws
::* Lorette suggests: Bylaws amendable by majority of board present at board meeting (where meeting has due notice).
::* Geoff:
:::* Question: allow members to revoke/bind the board?
:::* Discussion on this point.
::* AOI will not provide for members to directly affect bylaws.
::* Bylaws set by majority of board (with due meeting notice).

:* Topic: Removal of director (for cause):
::* Process must be defined in bylaws.
::* Methods: 2/3 of board; Membership special motion.
::* Lorette: Follow Roberts Rules for removal of directors.

:* Draft of AoI/Bylaws issued by Monday. ([[Interim Board Action Points#20040820.02|Action Point #20040820.02]])
:* Feedback within 3 days. ([[Interim Board Action Points#20040820.03|Action Point #20040820.03]])

== Operations Infrastructure ==

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

* Geoff to chase IAAMC for status. ([[Interim Board Action Points#20040820.04|Action Point #20040820.04]])

== Computing Infrastructure ==

* Little response to David's post.
* David will start to recruit now.

* Geoff: two different projects:
:* Day 0: Migrate existing services (and membership).
:* Service wishlist.

== Not on Agenda ==

* Business Plan
:* Geoff to draw up skeleton and plan for completion, issue by next week. ([[Interim Board Action Points#20040820.05|Action Point #20040820.05]])
:* David: As short as practical.

* Project Plan
:* Geoff to draw up master plan and circulate by end of weekend. ([[Interim Board Action Points#20040820.06|Action Point #20040820.06]])

:* Lorette:
::* LISA: place to develop interest and forward thinking.
::* Need plan for LISA activities (orthogonal to project plan.)
::* LISA is deadline for introducing activities (to m/ship).

* Salary Survey
:* Just issued by Rob. No SAGE Exec/Committee consulted. Month late.
:* We need to review and suggest sound bites for press releases.
:* All: Review survey. (advisory council) -- soundbites. ([[Interim Board Action Points#20040820.07|Action Point #20040820.07]])

:* David: Need web site first.
:* Geoff: Need to not keep using lack of website as excuse; that has burned us for the past 2 years.

* Trey to issue reference to alternate parliamentary rules (to Roberts Rules). ([[Interim Board Action Points#20040820.08|Action Point #20040820.08]])

Meeting closed.

Interim Board meeting Minutes/2 August 2004

2006-01-22T07:11:49Z

Trey:

{{SAGE historical}}
<br style="clear: both;" />
{| class="toccolours" border="1" cellpadding="4" cellspacing="0" style="border-collapse: collapse; margin:0 auto;"
|- style="text-align: center;"
| width="30%" |Prior:<br />''None''
| width="40%" style="text-align: center;" | [[Interim Board meeting Minutes]]
| width="30%" |Next:<br />[[Interim Board meeting Minutes/20 August 2004|20 August 2004]]
|}
<br style="clear: both;" />
''Minutes approved: [[Interim Board meeting Minutes/17 September 2004|17 September 2004]]''

;Present: Geoff Halprin, Lorette Cheswick, David Parter, Trey Harris

;Meeting opened: 19:00 US/East
;Meeting closed: 20:10 US/East

'''1 REDACTION APPROVED.'''

== Welcome ==

* This time suits everyone.
* We'll meet every 2 weeks. (review later)

== Governance ==

* What is transitional vs program activity?
* be clear on which is which.

* Agree on roles of council, transition team, working groups.
* Geoff: our (transition board) role concludes with elections and new board elected.
:* i.e. We must receive and operate programs, in addition to our work on creating the new viable (breathing) entity.
:* David noted that this may change as we move forward.
* Council is advisory body. Email-based. No "responsibility" per se.
:* It's purpose is to provide a wider base of feedback on matters the board is contemplating.
:* e.g. Straw-polls to gauge our decisions/directions.

* '''Motion to create advisory council.'''
:: Moved: David, Second: Lorette. In favour: Lorette, Geoff, Trey, David.
* List of members per "onwards and upwards" email.
:* ''{11 words redacted — personnel mentioned, business sensitivity}''
* Geoff will issue invites today. ([[Interim Board Action Points#20040802.01|Action Point #20040802.01]])

== Legal ==

* Lorette: Spoken to lawyers, accountants for advice regarding incorporation (org type, where, paperwork, etc.)

* Two attorneys suggested fill out form in NJ, submit it.
:* Don't need to pay for attorney.
* Not large org ($mil, endowment), so legals not that important
* Turnaround should be < 2 months.

* CPA: no difference in terms of filing taxes.
:* Quickbooks? - ask CPA what they want. (Most can do quickbooks.)
:* CPAs are more familiar with 501c3.
:* Most people know how to manage 501c3; fewer know the details for other assoc types (e.g. c4, c6)

* Lorette: We should do a 501c3.
:* Can add on lobbying/foundations later as sep orgs if needed.

* Geoff: What are differences between 501c3, 501e3, 501c6??
* 501c3 charitable (public benefit) org.
* 501c6 trade organisation. Allows lobbying (if not major focus)
* 501e3 ??
* Lorette to provide link to comparison chart. ([[Interim Board Action Points#20040802.02|Action Point #20040802.02]])

* Trey/David: We need 501c3 (charity) to make it easy for USENIX to give for us money.

* David: 501c3 are charitable. contributions are deductable.
* Implications for partners and USENIX.
* Filing is simple.

* Trey: Question about lobbying and 501h.
* Don't think it's an issue.
* Geoff: lobbying is fine, as long as it isn't a major expense.
* Trey to provide link to relevant research. ([[Interim Board Action Points#20040802.03|Action Point #20040802.03]])

* Do we have problems with NJ registration?
* Which state?
:* Geoff: Is there an advantage to Delaware?
:* Seems to not be for non-profits.
:* State likes a connection (at least one board member) in state.
:* Programmers Guild is in NJ (as is one board member).
* Register in state where majority of board is present!?
:* Need a local contact.
:* It was noted that not all states have this presence requirement.

* Lorette reported that her information from CPA and attorneys is that officers can be non-US citizens.

* '''Motion: Register as 501c3 in NJ. Lorette as contact.'''
:: M: Lorette. S: Trey. V: David, Geoff, Lorette, Trey

* Selection of Lawyers. Due diligence.
* Lorette to get proposal from each of 2 groups.
:* Will return to this group with proposal.

* Expenses.
* USENIX has approved funds for creation of new org.
:* Geoff thinks this can also cover misc expenses and accounting software.
:* This needs to be clarified.
:* Geoff to liaise with Mike Jones to clarify. ([[Interim Board Action Points#20040802.04|Action Point #20040802.04]])
:* We all think it won't take that much for legal work.
* Lorette provided estimate of expenses.
:* Board approved expenditures (with documentation).
:* Geoff will liaise with USENIX office as necessary.

* Filing legal paperwork
* Need to get personal forms filled out by board.
:* Lorette will send out forms and bank signature cards.
:* ALL: Supply contact information ([[Interim Board Action Points#20040802.05|Action Point #20040802.05]])

* Need to file bylaws with registration filing.
:* Need to have this ironed out quickly.
:* Don't go to subcommittee - not that hard.

*Rules
:* We will draft rules within week (Lorette as lead)
::* Geoff to provide SAGE/USENIX/SAGE-AU info to Lorette. ([[Interim Board Action Points#20040802.06|Action Point #20040802.06]])
::* Lorette will issue draft by weekend.
::* All: turnaround quickly (end of weekend).
::* Will pass by council next week.
::* Then publish on web site for members.

:* Rules
::* Roberts Rules as guiding document.
::* Everything else as simple as possible.
::* David: Easiest to start with blank slate.
::* Geoff: Can provide copies of USENIX/SAGE/SAGE-AU rules.
::* Geoff: Hardest to change should contain minimum; just checks and balances. All implementation procedures should be in policy document (change at board whim).

:* What is hierarchy? (Geoff)
::* Articles of association / Charter
:::* In incorporation papers. Hardest to change.
:::* Minimum required by law.
::* Bylaws
:::* Require board/membership to alter.
:::* Clarify change management procedure.
:::* Just checks and balances.
::* Policies
:::* Board change by normal vote.
:::* Implementation decisions.

:* Elections.
::* Could be contentious. Need to pass this by council.
::* Are electronic votes valid?
:::* Lorette to investigate this. ([[Interim Board Action Points#20040802.07|Action Point #20040802.07]])

::* Geoff to send details of non-profit director book. ([[Interim Board Action Points#20040802.08|Action Point #20040802.08]])

== Financial ==

* Creating Bank Account
* Lorette: Creating account is easy.
:* David: Probably want account in same state as office manager.
:* We can create one for now, and dissolve it later if necessary.
:* Lorette authorised to create fee-free account.
:* Lorette will send out signatory forms. ([[Interim Board Action Points#20040802.09|Action Point #20040802.09]])

* Geoff: get approval for copy of Quickbooks ([[Interim Board Action Points#20040802.10|Action Point #20040802.10]])
:* Note: purchase will be delayed until we know that this is the path we are heading down.
* Geoff: get petty cash from USENIX. ($300) ([[Interim Board Action Points#20040802.11|Action Point #20040802.11]])
:* make it out to "Lorette Cheswick"

== Computing Infrastructure ==

* Discussion per email.
* Question as to what we develop/buy.
:* David likes Tom Limoncelli's suggestion of 123signup.com as one prospective way to do this bit.
:* Geoff not sure it provides everything we need.
::* We need member database/backend, with API for web site to authenticate against.
:* We need appropriate people to evaluate this option.
* Trey: agrees with split into infrastructure/content.
* Could be important way to get members to contribute.

* David to provide oversight on this function.
:* Others to channel ideas/requirements via David.

== Tasks, assignments and deadlines. ==

;Action Points as noted marked throughout minutes:
* Geoff will issue invites today. ([[Interim Board Action Points#20040802.01|Action Point #20040802.01]])
* Lorette to provide link to comparison chart. ([[Interim Board Action Points#20040802.02|Action Point #20040802.02]])
* Trey to provide link to relevant research. ([[Interim Board Action Points#20040802.03|Action Point #20040802.03]])
* Geoff to liaise with Mike Jones to clarify. ([[Interim Board Action Points#20040802.04|Action Point #20040802.04]])
* ALL: Supply contact information ([[Interim Board Action Points#20040802.05|Action Point #20040802.05]])
* Geoff to provide SAGE/USENIX/SAGE-AU info to Lorette. ([[Interim Board Action Points#20040802.06|Action Point #20040802.06]])
* Lorette to investigate this. ([[Interim Board Action Points#20040802.07|Action Point #20040802.07]])
* Geoff to send details of non-profit director book. ([[Interim Board Action Points#20040802.08|Action Point #20040802.08]])
* Lorette will send out signatory forms. ([[Interim Board Action Points#20040802.09|Action Point #20040802.09]])
* Geoff: get approval for copy of Quickbooks ([[Interim Board Action Points#20040802.10|Action Point #20040802.10]])
* Geoff: get petty cash from USENIX. ($300) ([[Interim Board Action Points#20040802.11|Action Point #20040802.11]])

;Assignments:

* Geoff:
:* liaising with USENIX office
:* create council

* David:
:* interim mailing lists by 2004-08-03.
:* oversight of online services.
:* implementation plan for online services.

* Trey:
:* list of questions to run by advisory council.

* Lorette:
:* investigating 501c3 and paperwork submission
:* creating a bank account
:* rules (draft charter and bylaws) by Fri 6th
:* 21st deadline for all this (submission of paperwork)

* All:
:* interim rules by weekend following receipt of draft.

== Next meeting: ==
* We will decide on Monday if we need a conference call to deal with the rules. Otherwise, next meeting is Monday 16th August 2004 @ 19:00 US/East.

* Trey is out (getting tonsils out) for a few days. Will be online (but no talking!).
* Lorette has commitments that mean this must be done by 21st.
* Geoff likes tight deadlines. We need to put ourselves under pressure to complete.

Interim Board meeting Minutes/17 September 2004

2006-01-22T07:11:26Z

Trey:

{{SAGE historical}}
<br style="clear: both;" />
{| class="toccolours" border="1" cellpadding="4" cellspacing="0" style="border-collapse: collapse; margin:0 auto;"
|- style="text-align: center;"
| width="30%" |Prior:<br />[[Interim Board meeting Minutes/20 August 2004|20 August 2004]]
| width="40%" style="text-align: center;" | [[Interim Board meeting Minutes]]
| width="30%" |Next:<br />[[Interim Board meeting Minutes/4 October 2004|4 October 2004]]
|}
<br style="clear: both;" />
This document is a board working paper, and commercial in confidence.

;Present: Geoff Halprin, Lorette Cheswick, David Parter, Trey Harris

;Meeting: 2004-09-17 1900 US/East
;Opened: 19:00
;Closed: 20:15

== Consent Agenda ==

Meeting minutes (2004-08-02, 2004-08-20) approved by consent.

== Action Items ==

* ([[Interim Board Action Points#20040802.07|Action Point #20040802.07]]):
:* Question was raised regarding encoding audit and fraud procedures into Bylaws.
:* Lorette responded:
::* Don't encode things; fraud is fraud, and Robert's Rules will handle the procedural aspects of this.
::* We will need to remedy the source of the fraud, then rerun the relevant ballot.

* ([[Interim Board Action Points#20040802.09|Action Point #20040802.09]]):
:* Bank account created in the name "SAGE.ORG".
:* David noted that we should create a Treasurer position.
:* Geoff noted that this can wait until the Bylaws are approved. (It's not officially needed until then.)

* ([[Interim Board Action Points#20040820.03|Action Point #20040820.03]]):
:* These Bylaws will be the initial set, to be filed with the paperwork. As such, we will be bound by them (including our ability to change them according to the rules there-in) from that time. Thus, we need, as a minimum, to get right the bits about changing the Bylaws.

:* The question was raised regarding timing:
::* If we incorporate now, then the four of us are the only members (We consituted the "mass meeting" motion to form the assocation.) This makes changes to Bylaws, etc. easy. Under this model, we will then transfer all "OldSAGE" member in from USENIX, along with their (pro-rata) dues.
::* If we hold the "mass meeting" at LISA, then this will delay a number of things, including approval from USENIX for having completed phase 1 activities. This would introduce unacceptable delays.
::* Accordingly, we wish to proceed under the first model.

:* The question was raised regarding member control of Bylaws changes.
::* Geoff noted that given we are a member organisation, it seems that we should provide at least one of: (a) the ability to expeditiously force the board into a caretaker mode ("no confidence motion") and force an early election; (b) for members to force the removal of a Director; or (c) for the members to approve/veto/amend Bylaws to bind the Board. Without any of these, there is no way for the members to exert control over a runaway Board before the next election (which could be postponed indefinitely by a Bylaw change!).

:* We will need to run these Bylaws past the attoney.

:* A new deadline for board member feedback was set for 2004-09-21.

== Unfinished Business ==

=== Legal Instructure ===

==== Progress ====

:Lorette reported that she will be meeting with the lawyer on Monday. Issues that will be discussed include: the Bylaws, IRS filings, electronic voting and the timing of the mass meeting.

==== Bylaws ====

* Most of this discussion took place under ([[Interim Board Action Points#20040820.03.|Action Point #20040820.03.]])

* We need to elucidate the core issues that need to be tested in front of the council:
:* Number/terms of Directors.
:* Member ability to affect (approve/veto/amend) the Bylaws.
:* Ability to bind the board into "caretaker" role via "no confidence" motion.
:* Procedure for removal of a director.

* Trey: Prepare a post for the council to review structure and voting issues. ETA Tueday. ([[Interim Board Action Points#20040917.01|Action Point #20040917.01]])

=== Operations Infrastructure ===

==== AMC Request for Proposals ====

* We have received 21 responses to the RFP issued via IAAMC.

* Geoff: Post final RFP to board members. ([[Interim Board Action Points#20040917.02|Action Point #20040917.02]])

* The plan is something like this:
:* Final submissions are due by the end of the month.
:* Geoff will draw up evaluation criteria.
:* We want a final 6 (or less), and will then perform further due diligence.
:* In-person due diligence will likely occur at or around LISA.
::* It would be ill-advised to close such a deal without at least one in-person meeting.
:* Our target, then, is to make the decision of whether to engage with an AMC or choose another path (such as part-time admin) by or at LISA, and to engage with an AMC (should that path be chosen) around that timeframe.

* It was noted that the Board has not decided that engaging an AMC is our final course of action. We will evaluate the responses before making that decision. We must continue to be careful not to commit the organisation to this path prematurely.

==== In-person meetings at LISA ====

* Trey: collate details of all meetings that will take place at LISA. Identify meeting room requirements. Communicate these to the USENIX office. Get relevant details into the brochure. ([[Interim Board Action Points#20040917.03|Action Point #20040917.03]])

* A question was raised regarding budget to cover travel and accomodation at LISA. Geoff confirmed that he had held this discussion with Kirk on June 27th, and again yesterday at the USENIX SAGE Committee, and that the SAGE Board will be covered for travel, accomodation and expenses (out of the SAGE budget) for their attendance at LISA.

* Geoff: Get written confirmation from USENIX regarding travel and accomodation expense reimbursement for LISA. ([[Interim Board Action Points#20040917.04|Action Point #20040917.04]])

Lorette left the meeting at: 07:56.

=== Computing Infrastructure ===

* Nothing to report.
* David will recuit and plan these activities shortly.
* Geoff suggested we have three distinct projects:
:* Day0: migrate existing services to new infrastructure (h/w, colo). This means replacing existing member db and payment functions, and porting existing functionality across.
:* Day1: Provide the basic software infrastructure we need moving forward: Wiki, MLM (Mailing List Mgmt), Forum, Payment, MemberDB.
:* DayN: Discrete project developments, such as Store, Mentor, etc.
* Geoff will send David his notes.

* Trey: Confirm sage-members.org wiki is ready for board content. Create accounts for all Board and Council members. ([[Interim Board Action Points#20040917.05|Action Point #20040917.05]])

== New business ==

=== Yerkes award ===

* Board is in favour of moving this forward immediately.
:* The USENIX SAGE Committee approved work under USENIX office at their meeting on 2004-09-16.
:* We want something in time for this LISA.
:* Cat Allman (USENIX office) has expressed personal interest in seeing this proceed.

* Finalise motion wording by email.
* First presentation at LISA: text on Chuck, and text on recipient.
* Liaise with Cat Allman for text on Chuck.

* Geoff: Liaise with Cat Allman regarding Yerkes award. ([[Interim Board Action Points#20040917.06|Action Point #20040917.06]])

* Geoff: Issue call for participation for awards committee.
:* Assign chair first (from Advisory council). ([[Interim Board Action Points#20040917.07|Action Point #20040917.07]])

=== Memo to Members ===

* It was noted by the council that we are due for another update to the members.

* Geoff: Issue memo to members. ([[Interim Board Action Points#20040917.08|Action Point #20040917.08]])

=== Miscellaneous Business ===

* David raised the issue of swag for LISA.
:* David will coordinate with the USENIX office regarding production of swag for LISA.
:* It was agreed to use the new bank account when putting the store online.

* Geoff: Re-tag the council mailing list from [Council] to [SAGE-Council] ([[Interim Board Action Points#20040917.09|Action Point #20040917.09]])

;Meeting closed: 20:15.

Interim Board meeting Minutes/16 May 2005

2006-01-22T07:11:04Z

Trey:

{{SAGE historical}}
{{IB Minutes box|before=2 May 2005|after=18 May 2005}}

{{working paper}}

{{IB Minutes approved|27 June 2005}}

;Present: Geoff Halprin (chair, minute taker), Lorette Cheswick, Trey Harris, David Parter.

;Opened: 20:00

;Closed: 22:00

== AMC Decision ==

'''MOTION''': That SAGE engage the services of '''Association Headquarters''' of Mount Laurel, New Jersey for their association management partner. Geoff will negotiate with AH, and present documents for review by the Board.
* Passed unanimously.

== Candidate Packets ==

'''MOTION''': The following minutes were approved by the meeting:
* {{IB Minutes link|14 March 2005}}
* {{IB Minutes link|14 April 2005}}
* {{IB Minutes link|15 April 2005}}
* {{IB Minutes link|2 May 2005}}

There appears to be an error with the {{IB Minutes link|14 March 2005}} minutes. Geoff will investigate further.

The following redactions were approved as presented:
* 2004-08-02
* 2004-11-01
* 2004-12-28
* 2005-01-10
* 2005-02-28
* 2005-04-15

== Bylaws ==

The Board commenced a review of the bylaws. This was suspended at the end of the meeting, to be
continued at the next meeting (Wed 2005-05-18).

Interim Board meeting Minutes/14 April 2005

2006-01-22T07:10:20Z

Trey:

{{SAGE historical}}
<br style="clear: both;" />
{| class="toccolours" border="1" cellpadding="4" cellspacing="0" style="border-collapse: collapse; margin:0 auto;"
|- style="text-align: center;"
| width="30%" |Prior:<br />[[Interim Board meeting Minutes/14 March 2005|14 March 2005]]
| width="40%" style="text-align: center;" | [[Interim Board meeting Minutes]]
| width="30%" |Next:<br />[[Interim Board meeting Minutes/15 April 2005|15 April 2005]]
|}
<br style="clear: both;" />
This document is a board working paper, and commercial in confidence.

'''These minutes are draft and not yet approved.'''

;Present: Geoff Halprin, Lorette Cheswick, David Parter, Trey Harris
Meeting in-person at USENIX Annual Technical Conference, Anaheim.

;Meeting: 2005-04-14 1530 US/Pacific
;Opened: approx. 15:30
;Closed: approx. 17:00

=== Signatures ===
All directors signed legal documents presented by Lorette for incorporation and banking requirements.

===Banking Resolution===
'''Motion: Adopt Not For Profit Corporate Banking Resolution (on file). Passed.'''

===Review of signatory power===
'''Motion: That checks drawn on the SAGE account shall require one (1) signature from among the trustees of the account. The Secretary/Treasurer and President shall review the bank statement on a monthly basis and report to the board on the review. Passed.'''

===Corporate seal===
'''Motion: That SAGE shall use signature in lieu of corporate seal. Passed.'''

;Meeting closed: 17:00

Interim Board meeting Minutes/13 June 2005

2006-01-22T07:10:03Z

Trey:

{{SAGE historical}}
{{IB Minutes box|before=6 June 2005|after=27 June 2005}}


{{working paper}}

{{IB Minutes approved|27 June 2005}}

;Present: Geoff Halprin (chair, minute taker), Lorette Cheswick, Trey Harris, David Parter.

;Opened: 20:00

;Closed: 20:45

== Election ==

=== Eligibility Date ===

* The process of exporting data from USENIX has been tested, and is reasonably expiditious.
** We need to ascertain the lead time we must give the USENIX office. It was asserted that USENIX only need an hour, and Matt only needs a few minutes to do the import.

* Many people didn't know about the election. There was a question regarding whether they had received renewal notices from the USENIX office at all.
** Lorette said that she didn't receive a renewal notice.
** Trey said that he didn't.
** This is disturbing information.
* The upshot of this is that we can conclude a number of poeple didn't know that they were ineligible to vote.

* A round table of opinions:
** David: Many people did not have advanced notice of the election due to the above problem.
** Lorette: This is an extraordinary circumstance. We should show flexibility. It also should contribute to building enthusiasm for the new organisation.
** Geoff: Thinks our original philosophical stance was correct: eligibility should, in general, be coincident with the announcement of the resolution under ballot. That avoids people rushing to join to affect a resolution. However these are not normal circumstances, especially in light of the above renewal notice problem.
** Trey: Geoff's philosophical point is moot under the circumstances.

'''Action Point''': Trey will investigate these occurences with USENIX office.

'''MOTION''': That the eligibility cutoff for participation in this election be Monday 2005-06-20 @ 1200 PST.
*Passed unanimously.

* We will need to send an enotify to all expired members (since 2004-06-01), informing them of the election, deadline to renew, and reminder to ensure their passwords are correct.
** '''Action Point''': Trey will send email to sage-members/e-notify.

=== Voting Instructions ===

* Action Point: Trey will ask Greg Rose to ensure a reminder email with voting instructions is issued to all members at the start of the voting period.

=== Membership of New SAGE and Election Participation ===

* We have an issue regarding how we handle the existing members with respect to transferring them into the new association.
** We would prefer to have them "opt-in" to the new association during the voting process, but this raises questions regarding D&O insurance.
* The consensus of the meeting was that if we could have D&O finalised in time for the opening of the election, then we would proceed with opt-in. If D&O was not in place, then we would grant members of the SAGE class of USENIX a right to vote in this election, and make the directors so elected members and directors of the Association.
* '''Action Point''': Geoff to submit motion by email.
* '''Action Point''': Geoff to follow up with AH regarding timing of D&O insurance.

== AMC Update ==
=== D&O Insurance ===

* They are waiting on paperwork. Geoff will fax everything through after the meeting. Lorette will provide follow through to expedite the process.

=== Contract ===

* Geoff put a copy of the contract up on the wiki, and sent an email out with feedback.
** Geoff will continue to work with AH to finalise the contract.

=== Executive Director Search ===

* AH has provided a resume, and asked if we would be happy to proceed with this candidate (without proceeding to seek other candidates).
** The consensus of the meeting was that we are happy to consider the candidate submitted, but that this should not short-circuit the process we have already agreed upon.

== Other Business ==

=== Non-Disclosure Agreements ===

* 6 candidates submitted NDAs.
* The Interim Board should all also sign and submit NDAs for the file.