Board meeting Minutes/29 August 2005

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Prior: 22 August 2005

Board meeting Minutes

Next: 7 September 2005

Minutes approved: 7 September 2005

Redactions below were approved by the Board.

Present

Tom Perrine (chair), Sam Albrecht, Pat Wilson, Andrew Hume, Geoff Halprin, Steve Potter, David Parter, Doug Hughes, Chris Palmer, Trey Harris (note taker)

Apologies

Stacey Schmidt

Opened

8:02PM EDT

Closed

9:45PM EDT

Consent Agenda

• Approve minutes of 22 August 2005
• Approve minutes of 31 July 2005

MOTION by Hume to adopt consent agenda, second Potter, no objection.

Status of Action Items

• • Hume and Albrecht - interim status of reimbursement policymoved to Harris

• Halprin:
  • Review comments/edits on AH contract and bring to MacMillan within 24-48 hours
    • Wilson: has reviewed, and will place on wiki

• Harris:
  • Draft reimbursement policy based upon samples from Schmidt.
    • Will have draft by next meeting.

    Albrecht joins at 8:09.

  • Write minutes from General Membership Meeting on 7/18/05 by next board meeting on 08/29/05 — DONE — see Membership meeting Minutes/18 July 2005
    • MOTION: approve minutes, moved by Harris, second by Hume, passed by consent
  • Complete meta-policy for next board call
    • Will have by next meeting

• Hume:
  • Review SAGECom document wording for measuring viability.
  • Hume and Palmer to write memo to members regarding SAGE's current status for next board call.

• Palmer:
  • Hume and Palmer to write memo to members regarding SAGE's current status for next board call.

• Parter:
  • Email Ellie when agreement is complete

    Item deleted.

• Perrine:
  • All Thank you Emails completed

    Excepting JD Welch. ACTION: Perrine to email JD Welch thank you.

  • Talk to two prospective sponsors/donors and determine what they are looking to give

    ACTION: Perrine to contact Rackable about sponsorship.

• Schmidt:
  • Send sample reimbursement policies to Harris — DONE
  • Work with communications support department to pull text from wiki, edit that text, and create a draft membership brochure — DONE

ACTION: Albrecht to circulate sample of membership brochure to Board.

• Development Committee:
  • Work on sponsorships
    • ACTION: Development Committee to define sponsorship levels for corporate and individuals and benefits thereof.

• LISA Committee:
  • Meet to decide on which ideas they want to implement and bring those ideas to the board for approval for the 08/29/05 board call.
  • ACTION: Albrecht to get business cards for Board.
  • ACTION: Pricing on logo items for LISA.

Budget

Hume: SAGECom is done with semantic content of agreement. This means, subject to Boards approval, there is now good data. {96 words redacted; SAGECom negotiation sensitivity}

Question about 1 July effective date, which was in an earlier outsourcing agreement draft. USENIX is of opinion that money cannot flow until tangible services are provided by SAGE, and so effective date cannot be retroactive.

Sponsorship is important to close the gap. Hume will also begin driving home to USENIX that any delay on their side costs us {1 word redacted; SAGECom negotiation sensitivity}.

It is crucial that we have the ability to transition services at a moment's notice; we should be waiting, not making the effective date wait.

Albrecht: AH is ready when we are.

ACTION: Parter to talk to Albrecht to firm up transition plan.

ACTION: Palmer to write letter for potential sponsors.

ACTION: Palmer & Perrine to draft letter for Advisory Council.

Board members should notate in wiki potential sponsors before they contact so that one doesn't get multiple calls.

ACTION: Development Committee to draft a policy.

ACTION: Albrecht to send "ground rules" to Board on how to manage sponsorship contacts.

Update on financial Status (Albrecht, Schmidt)

• Bank account signature card sent to Hume and Perrine and back at AH. Waiting on signed contract to have MacMillan and Waller sign and submit. Discussion on whether to submit now and then get AH signatures later. Will hope that contract is signed in a week and then only submit once.
• Draft chart of accounts sent to Hume, revised and then sent back to Albrecht. Albrecht made comments and submited to AH finance department for other recommendations.

Update on web site sponsor/partner stuff

• possible colo/web site sponsorship/partnership (doug)

BitPusher has sent a proposal for donated colo service, with only cost borne by SAGE to be lease of machines (at cost). Approx. value is $500+/mo. Also willing to defray cost until SAGE gets cash flow. Desires acknowledgment, founding partner status, placement on website, etc. Sense of the Board is that we should accept this generous offer, and need to move quickly to close.

ACTION: Development Committee to work out details with BitPusher.

Next teleconference

Wednesday, 7 September 2005, 10pm EDT.

Refocusing/momentum discussion

Discussion of impacts of "acting as SAGE" while SAGECom discussion still going on.

Consensus is that we should move on with developing programs and services.

New Business

SAGECom status

• Pamphlets will be transferred to SAGE, provided SAGE continues to do the work of the program
  • Under agreement, now USENIX (non-SAGE members) will get pamphlet benefit—this seems incorrect. Hume will investigate.
• Fiscal responsibility: USENIX wants to see one year (not two-year) budget for 2006. Then in late 2006 or early 2007, when USENIX judges membership criterion, they will evaluate 2007 budget and 2006 actuals to see that actuals are within projection. LISA agreement beyond 2006 will be gated upon this evaluation. Hume will make sure wording allows for budget amendment if necessary, and will finalize margin of error amount.
• Young is willing for transition work to begin once agreement goes past both boards and is in legal review.
• Halprin to canvass UB as to willingness to set effective date at time of legal review.

Transition project plan

ACTION: Halprin to send MS Project file to Parter; Parter to upload into wiki. ACTION: Board to comment and review on plan.

Notes/announcements

Harris holds minutes of 31 July 2005 for redaction.

Adjournment

MOTION by Palmer to adjourn at 9:45, seconded Hume, none opposed, motion passes.