Board meeting Minutes/12 September 2005

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Prior: 7 September 2005

Board meeting Minutes

Next: 19 September 2005

Minutes approved: 19 September 2005

Redactions below were approved by the Board.

Present

Tom Perrine(chair), David Parter, Geoff Halprin, Doug Hughes, Pat Wilson, Trey Harris, Stacey Schmidt (note taker)

Apologies

Sam Albrecht, Stephen Potter, Chris Palmer

Opened

8:03 PM EDT

Closed

9:26 PM EDT

Consent Agenda

• Approve minutes of 7 September 2005
• Approve redactions of 29 August 2005
• Motion by Wilson to approve the consent agenda. Passed unanimously.

• Parter holds minutes of 29 August 2005 for further redaction

Action Items

• Harris:
  • Draft reimbursement policy based upon samples from Schmidt. — Done- See draft at "Travel and reimbursement"
  • ACTION- Board to review and discuss on 9/19/2005 board call
  • Draft call for volunteers for resumé project viability assessment — DONE — see draft
  • ACTION- Harris to email call for volunteers for resume project viability assessment

• Hume:
  • Work on budget and review chart of accounts.
  • ACTION: Budget with AH expenses to be coming out in about 3 weeks
  • ACTION: Hume to work with Albrecht to create an annual budget

• Palmer:
  • Palmer to write letter for potential sponsors. Not done - need mission statement
  • ACTION- Moved to next weekend as Palmer was not present

• Parter
  • ACTION: Parter will send business card file to Albrecht after talking to JD. Template created- see template and sample at "Communications"
  • ACTION: Parter to look into pricing of having mission on back
  • ACTION: Present (with Hughes) draft plan for website.-Still in progress

• Albrecht:
  • ACTION: Albrecht will work with Harris and Palmer to take brochure to next stage.-Remains action
  • ACTION: Albrecht to send out July and August expenses with the new accounting codes.-Remain action

• Development Committee:
  • Work on sponsorships
    • Define sponsorship levels for corporate and individuals and benefits thereof. Done- See draft
  • Motion by Wilson to accept the individual and consultant benefits tables. Seconded by Hume. None opposed, motion passes.

• 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: Perrine owes notes from meeting.-Done
  • Pricing on logo items for LISA.
    • ACTION: Perrine to send list of promotional items to Albrecht.
  • ACTION: Schmidt to find out about any licensing needed to sell items in CA.
  • ACTION: Schmidt to look into merchant account issue- Back up plan.

Code of Ethics review

Discussion of draft Charge to the review committee and committee composition (Parter)

• See "Code of Ethics review"
  • ACTION- Parter to incorporate comments on wiki for next board call

Sponsorships

• Sponsor Status - Development Committee Report
  • BitPushers-Waiting on contact to approve gold level sponsor

{48 words redacted - business sensitivity}

• "SAGE supporter" graphic for sponsor sites

Policy

Approve Policy creation and maintenance policy (Harris)

• • Motion by Harris to accept the policy creation and maintenance policy. Seconded by Hume. None opposed, motion passes.

Approved text: Policy creation and maintenance policy Purpose Policy is the means by which the Board governs. Every policy must have one of the following purposes: Delegation of an end (such as a program, or project) that furthers the Mission, e.g.: Policy on publications Policy on conferences Policy on a member benefit Ensuring organizational governance and prudence, e.g.: Finance policy Reimbursement policy Bylaws Specifying some aspect of the Board relationship with members, staff, or the public Privacy policy Communications policy Sexual harassment or nondiscrimination policies Specifying internal policies for how the Board works Committees policy Reimbursement policy Some policies will straddle #2-4 above (e.g., reimbursement policy). Delegation policies, however, should be self-contained, in order to promote clarity and honesty in delegation. Scope The Association specifies how it works via policies, processes and procedures. Policy Documents that state the will of the Board (goals or ends) and mechanisms for handling points of concern, risk, or anxiety (limitations). Process Structures that ensure oversight, preservation of rights, and stability. Processes are included in policy, largely as a manifestation of limitations. Procedure Implementations of the policy and process. Procedures are not included in policy. For instance, a policy on logoed apparel might state that apparel should be comfortable and attractive to promote the Association's visibility (policy), and that samples should be procured before production to ensure this (process). But the policy should not specify the type of fabric, how samples are procured, who gets the sample, and so on (procedure). Minimalism Policies should be minimal — they should not overspecify. Policies should be adaptable to changing conditions without requiring constant amendment. Implementations should not be specified in policy. Policies should be "Board-level" documents. Purpose and rationale should be specified, however. Board relationship and internal policies, for example the policy on Board votes via email, are an exception. These should be less minimal because the "implementors" are, by definition, the Board itself. Completeness Minimalism should not lead to a lack of completeness. The Board should write policy such that it would be happy with any reasonable implementation that adheres to the policy's wording. In particular, the Board should take care to include limitations precluding results the Board would find unacceptable. Policy ownership The Board should be invested in policy. The Board should craft policy to document the will of the Board, without engaging in rubber-stamping, word-smithing or criticizing. In practice, one or more individuals may be assigned to write a policy proposal. But the approved policy belongs to the Board, not the authors of any particular proposal. In order to keep policy vested in the Board, authors of proposed policies shall call out decision points, be ready to explain the ramifications of such choices, and be ready with alternate language. Delegation policies The Board is not the implementing body of the Association's goals; that role falls to staff and volunteers. The Board expresses its will for programs, projects and other ends via delegation policies. Honest delegation In drafting delegation policies, the Board should strive to delegate honestly. Delegation policies should pass the Plain English Test: An uninterested third party should be able to read the text of a policy, look at the results, and be able to judge whether the results meet the requirements of the policy. Policy is the "in-band" communication mechanism from Board to implementors. "Out-of-band" communication (statements by liaisons, sense-of-the-Board communiqués, etc.) are strictly advisory or interpretational; if substantive course-corrections are required, the policy should be amended. Amendments If the result of a delegation is unsatisfactory, but the results meet the "Plain English Test", the policy should be amended to encapsulate the Board's new understanding. Simply telling implementors to try again is unacceptable. When amendments to delegation policies are made, they should ideally be clarifications where the policy could be read as ambiguous. Otherwise the Board can (rightly) be accused of changing the rules after the fact. If the Board learns, after delegation, that it requested the wrong thing, it should own up to its error and amend the policy. Implementors being delegated to must be made aware of this process before implementation begins. If a delegation policy is to be amended after implementation has begun, the implementors should ideally be involved in the process; but they must be made aware that the process is not a negotiation, and the Board holds final authority. Maintenance Policies should be living documents; moribund or irrelevant policies should be discarded or revitalized. If a policy cannot be exactly followed by the "Plain English Test", the policy should be fixed. Saying that things have changed, or that the policy must be put into context, is unacceptable. If programs end or circumstances change, the policies should be retired. A retired policy is effectively repealed, but is moved aside and kept for historical record as a policy that worked, separate from repealed policies that were rejected because they didn't work.

Board Meeting at LISA 2005? (Perrine)

Should we (do we need to) have a half or full day meeting for the Board at LISA 2005?

• ACTION- Tentatively plan to have full day meeting on Sunday, agenda input to be posted on wiki and voted on in the 09/19 or 09/26 board calls. Major focus expected to be Strategic Planning and next steps for (user) transition and membership drive.

SAGECom

highlights of SAGECom call today. highlights:

• intro erk-
• booklets are good, except they get electronic access to jobs booklet (unupdated)
• membership growth disagreement- membership must be 2362 by December 2006
  • Discussion:
    • Halprin- wanted to ensure that Kirk will agree
    • Harris- fine with number as long as can do trial memberships
    • Hughes- agreed that SAGE can achieve the number if no $ amount is tied to it
    • Hume- added that number will be audited and the USENIX board has to approve membership report
    • Parter- membership must be credible-true members, not just giving it away.
    • Perrine- agreed with the membership number
    • Wilson- wanted to ensure that the number won't be misinterpreted.
• money flows up front
• 3 letters have to be part of agreeement and approved by both boards (Albrecht joins the call at 9:03 PM)
• contiguous events have to be small or approved by Usenix, timing changed from -60,+60 to -90,+30
• need for dynamic membership auth during prereg.
• ACTION- Hume to talk to Mike tonight after board call- Points to be made are...
  • Intro- It was not a joint decision by the SAGE exec committee and USENIX board.
  • Make sure that it is clear that USENIX cannot just decide at any time whether SAGE is meeting the criteria, timeframe must be clear

Toorcon? (Wilson)

• do we want to do anything (is there anything that can be done) at ToorCon this weekend?
  • ACTION- Wilson to talk up SAGE

New Business

JD as Art Director

• • Motion by Halprin to engage JD as art director for SAGE with the ability to use the title and art work for portfolio, other benefits remain open for future discussion. Seconded by Hume.
  • Motion amended to add job description to be submitted by JD. None opposed. Amendment passes.
  • Motion by Halprin to engage JD as art director for SAGE with the ability to use the title and art work for portfolio, other benefits remain open for future discussion and JD to submit job description. Seconded by Hume. None opposed, motion passes.

Adjournment

• • Motion by Hume to adjourn. Seconded by Halprin. None opposed, meeting adjourned at 9:26 PM EDT.