Trey at 07:11, 22 January 2006

2006-01-22T07:11:49Z

TreyBot: flagging page with 'SAGE'

2006-01-16T08:36:39Z

flagging page with 'SAGE'

Trey at 01:27, 23 May 2005

2005-05-23T01:27:48Z

New page

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| 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]]
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''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.

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Interim Board meeting Minutes/2 August 2004 - Revision history

Trey at 07:11, 22 January 2006

TreyBot: flagging page with 'SAGE'

Trey at 01:27, 23 May 2005