LOPSA Policies

Banking Resolution

Policy approved by the Board on 14 April 2005.

Not For Profit Corporate Banking Resolution (on file)

This website is not affiliated with SAGE or the USENIX Association. Some uses of the term "SAGE" below may be incorrect, and will be fixed shortly.

Review of signatory power

Policy approved by the Board on 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.

Corporate seal

Policy approved by the Board on 14 April 2005.

Policy amended on 21 November 2005.

That LOPSA shall use signature in lieu of corporate seal.

This website is not affiliated with SAGE or the USENIX Association. The use of the term "SAGE" below is historical, and refers either to the SAGE subgroup of USENIX, or to a precursor of the organization now called LOPSA.

Foundation Election Arrangements

Policy approved by the Board via electronic mail on 16 June 2005:

Policy amended on 27 June 2005:

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

Committees

Policy approved by the Board on 31 July 2005.

Policy amended on 8 August 2005.

Policy amended on 21 November 2005.

Policy amended on 11 December 2006.

Policy amended on 10 October 2017.

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

The Board shall establish the following committees:

Detail pages

Committee_List

Board level committees

Name	Chair	Description	Disposition	Contains subcommittee(s)
Leadership	Scott Murphy (Aleksey Tsalolikhin, Liaison)	Develop leadership skills. Board induction. Volunteer cultivation. Election slates.	Standing (per Bylaws)	None
Communications and Marketing	Aleksey Tsalolikhin	Oversight of all communications to members and external parties. Drafting of communications policy.	Standing	None.
Membership Development	Steve VanDevender	Investigate growing the membership. Develop Membership classes and policy. Recommend whether standing committee is needed.	Ad-hoc	None.
Finance Committee	Brian Globerman (also includes George Beech and Scott Suehle)	Financial oversight	Standing	None.

Program committees

Name	Chair	Liaison	Description	Disposition	Subcommittee(s)
Recognition	Thomas Uphill	Thomas Uphill	Annual Contribution to the Profession award; Yerkes award, Volunteer award.	Annual	Maybe (one for each award?)
Conference Planning	Drew Adams	Drew Adams	Plan our robust ubiquitous presence at LISA. Posters, BOFs, everything. In future, will handle all conferences.	Standing	One for each conference
Locals	Drew Adams	Drew Adams	Locals program.	Standing	None.
Technical Services	Danielle White	Danielle White	Deliver and manage online services and other technology.	Standing	Email/Website transition team
Education, Training and Mentorship	Andy Cowell	Andy Cowell	Mentorship program, Educators Program for training, working with universities, and content.	Standing	None.

Leadership Committee

Policy approved by the Board on 4 August 2005.

Policy amended on 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 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.

Board electronic mail lists

Policy approved by the Board on 8 August 2005.

Policy amended on 5 August 2007.

The Secretary-Treasurer shall provide for the maintenance of electronic mail lists from time to time as directed by the President or the Board. This policy shall apply only to lists whose primary purpose is Board-level communication.

Standing lists

At a minimum, the following lists shall be maintained:

Board Working List

The Board Working List shall be the ordinary venue for electronic communication amongst the Board. Its address shall be board@, lopsa-board@, or similar.

Subscription to this list shall consist of:

• the currently seated Directors of the Association;
• the Executive Director of the Association;
• Directors-elect who will take office at the next Annual Directors' Meeting; and
• such other volunteers or staff as are directed by the President or the Board.

All subscribers shall be allowed to post messages to the list. The Secretary-Treasurer shall ensure that prudent techniques are employed with regard to attempted postings of non-subscribers, in order to reduce spam and other off-topic traffic while ensuring members, staff, and volunteers have a communication path with the Board.

The Secretary-Treasurer shall ensure that private archives of the list be maintained for a period of at least 2 years. All subscribers shall have access to the archives.

Board Private List

The Board Private List shall be the venue for electronic communication of a sensitive nature such as would take place under executive session. Its address shall be board-directors@, board-private@, or similar.

Subscription to this list shall consist only of the currently seated Directors of the Association.

All Directors shall be allowed to post messages to the list. The Secretary-Treasurer shall ensure that prudent techniques are employed with regard to attempted postings of non-subscribers, in order to reduce spam and other off-topic traffic while ensuring the Board can include others in sensitive discussions when necessary.

No archives of the list shall be maintained.

Ad-hoc lists

The Board may from time to time establish or dissolve other electronic mail lists. Unless otherwise stated by resolution, such lists shall be subject to the same terms of this Policy as the Board Working List.

Confidentiality and privacy

Messages to the Board Working List and Board Private List are considered board working papers that are confidential in nature. Subscribers shall not forward or otherwise disseminate any other subscriber's messages, in whole or in part, to any non-subscriber, without the permission of the Board.

Subscribers shall not forward or otherwise disseminate their own messages, in whole or in part, to any non-subscriber without permission of the Board unless:

• the words within are entirely their own or have already been disseminated in accordance with this Policy;
• the message includes no private, sensitive, or confidential information; and
• recipient(s) are made aware that the message does not represent Board or Association policy or opinion.

Subscribers must limit discussion to public matters when recipients not bound by this Policy are present on a message's recipients list.

No subscriber shall forward a message from elsewhere to a Board mail list without the permission of the original author, with the following exceptions:

1. A message whose intent is to inform the Board sent from a non-subscriber to a subscriber may be forwarded to the appropriate list.
2. Messages sent to mail lists with open subscription or open access to archives may be forwarded to the appropriate list.

Notification of subscription changes

The Secretary-Treasurer shall ensure that notification of every change to the subscription list is given, via a message to the list, prior to the change.

Responsibility of subscribers

Subscribers have a responsibility to keep up with traffic on Board mailing lists to which they are subscribed, and to keep other subscribers informed of issues concerning them. In particular, subscribers must:

1. Ensure that their subscriptions are kept up to date with a valid email address;
2. Ensure that their subscription address is kept in good working order;
3. Read such messages as are posted to the Board mailing lists in a timely manner;
4. Respond to messages as appropriate; and
5. Have a bias for responding to the entire recipients list (not removing recipients, particularly the mailing list, except when necessary).

Because the Board mailing lists are the primary mechanism of inter-Board communication between meetings, and may be used for urgent communiqués, Directors must notify the Board Working List or the Secretary-Treasurer if they know they will be unable to read Board mailing lists for a period of more than 72 hours.

Identification of Lists

All Board mailing lists will use a consistant identification method or methods so that list messages can be easily identified by recipients and automatically identified by software if so desired. Examples include list names in Subject: lines or List-Id: headers. Mechanisms relying on the To: or Cc: line are not acceptable.

Board votes via email

Policy approved by the Board on 8 August 2005.

Policy amended on 10 October 2005.

The Board may from time to time conduct business via electronic mail. This business may include motions.

This Policy is intended to provide for a well-defined process for conducting voting on such motions, while preserving the parliamentary rights of Directors.

Purposes

Unless other Rules state otherwise, any ordinary Board business can be conducted via electronic mail. However, Directors should prefer Board Meetings to propose motions that may require discussion.

Motions for Bylaws amendments or ratifications are not permitted via electronic mail.

Mechanism

The Board Working List or Board Private List (as described in the policy on Board electronic mail lists) shall be used for all electronic mail motions and votes.

Motion message

Any Director may make a motion via email by posting a message to the appropriate list with the text "MOTION:" at the beginning of the subject header; this text shall be known as a subject keyword. The remainder of the subject header should describe the motion being proposed. The text of the message must clearly delineate the text of the motion from any discussion, for instance by the words "I move that". This message shall be known as the motion message.

Seconding message

Any other Director may post a response to the motion message clearly stating an intention to second the motion. The subject header should replace "MOTION:" with the subject keyword "SECOND:". This message shall be known as the seconding message.

A seconding message must be posted within 7 days of a motion message or the motion shall be considered void. Such a void motion shall not be minuted.

Withdrawal; rewording

Prior to voting, the original mover may withdraw the motion or reword it by posting a response to the original motion message. In the case of a rewording, the new message shall become the motion message. A seconder must clearly state his or her intention to second the new motion message; a second of the original wording is out of order.

The keyword on the subject line should be set to "WITHDRAWN" or "AMENDED" as appropriate.

Voting

After the seconding motion, voting shall commence. Directors may cast a vote by posting a response to the motion message or seconding message, replacing the subject keyword with "VOTE:" and stating the vote as "aye" or "nay" in the body of the message. The text of the motion being voted on must be included in the message for the vote to be valid.

It is not necessary for the mover and seconder to vote explicitly; they shall each be considered to have cast an aye vote unless they state otherwise.

Directors may change their vote before the close of voting by casting another vote in the same manner; in order to avoid ambiguity, the text of the message should clearly state that the Director intends to change his or her vote.

Abstentions

A Director may abstain from voting, while still being counted for quorum, by posting a response to the motion message or seconding message, replacing the subject keyword with "ABSTAIN:". This message shall be known as an abstention message.

Discussion

Directors may discuss the motion at any time by replacing any subject keywords with "COMMENT:".

Close of voting

Voting shall close once the motion has been adopted or fails.

The motion shall be considered adopted when:

• A quorum of the Board, excluding abstentions, has voted aye; or
• When all of the following conditions obtain:
  1. 7 days have passed since the seconding message;
  2. A quorum of the Board has posted a vote or abstention; and
  3. A majority of the votes cast are aye.

The motion shall be considered failed when:

• A quorum of the Board has voted nay; or
• 7 days have passed since the seconding message, and the motion has not been adopted.

Concurrent consideration

The Board may consider more than one motion via email concurrently. A Director may post a new motion message while another vote is in progress. If two motions are in conflict, the one adopted later shall supercede the one adopted earlier.

Amendment

Because of the complexities that would arise, amendment of a motion made via email is out of order. The effect of amendment can be obtained by posting a new motion message.

Rule of order

The chair (the President, unless he or she is absent or designates another chair) shall have the right to rule posts in conjunction with an email vote out of order if they violate this Policy or other Rules, subject to Board consent.

Intervening meetings

At the chair's discretion, any motions currently being considered via email at the time of a Board Meeting (at which a quorum is present) may be introduced on the Meeting's agenda. The motion shall be considered de novo as a regular item of business and shall be subject to the Rules applying to any other motion in a Meeting; this consideration shall supercede and terminate the email consideration. No votes cast via email shall be counted.

Minuting

Motions voted via email shall be recorded in the Minutes of the next regular Board meeting. The following information shall be included:

1. The words "Motion submitted via electronic mail on", plus the date of the motion message;
2. The text of the motion;
3. The words "Motion adopted on" or "Motion failed on", plus the date of the close of voting; and
4. The names of any Directors posting an abstention message.

Communications

Policy approved by the Board on 8 August 2005.

Policy amended on 7 September 2005. Policy amended on 6 February 2006.

Purpose and Scope

The purpose of this document is to provide guidelines and restrictions where necessary to keep all communications between LOPSA 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 LOPSA 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 LOPSA 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. LOPSA 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. LOPSA 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 LOPSA 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 LOPSA 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 LOPSA 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 LOPSA Board, as well as confidential information. Officials serve LOPSA 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 LOPSA communications, including letterhead and logos following the LOPSA 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 LOPSA. Officials of LOPSA should be given lopsa.org email addresses, and should use them in individual communication wherever possible to promote the visibility of LOPSA.

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 LOPSA to the membership. However, current officials of LOPSA may not attempt to undermine the actions or intent of LOPSA, the LOPSA Board, or its committees in the public expression of these rights. Individual officials expressing dissent within these guidelines should nonetheless not use their lopsa.org email addresses, or channels of communication not open to general members, but should strive to speak as regular members. All officials of LOPSA 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 LOPSA 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 LOPSA. Coaching and planning is often required before engaging with the general public or the media. Therefore, officials of LOPSA must not engage the public or the media about LOPSA issues unless authorized by the Board.

LOPSA officials and members who are addressing sysadmin issues not directly related to LOPSA, 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 LOPSA in their byline, biography, or attribution to promote LOPSA visibility. Affiliates must be clear they are not speaking for LOPSA if they include such an affiliation, and may not list LOPSA as their primary affiliation. For example: Mary Jones, a system administrator at Example.com and member of the LOPSA Board of Directors is acceptable, but LOPSA 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 LOPSA issues on behalf of LOPSA, 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 LOPSA 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 LOPSA official making individual communications should consult first with the current messages of LOPSA, 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 LOPSA. 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 discuss@lopsa.org, as not all members are on that list.

LOPSA defaults to transparency. Transparency is essential to good governance. Therefore, by default, any action or policy of LOPSA is public at the moment it is authorized by the Board, and repeatable by anyone to any member of LOPSA. 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. LOPSA 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. LOPSA'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 LOPSA 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 LOPSA Branding Guide shall be made available to all staff, directors, and other participants in LOPSA 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 LOPSA name and byline, and make clear that they are official communications of LOPSA.

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 lopsa.org.

Minutes dissemination

Policy approved by the Board on 22 August 2005.

Purpose and scope

To promote organizational transparency and Board-Member communications, the minutes of Board and certain other meetings shall be made available for public examination in a timely manner, while protecting sensitive and confidential information as necessary.

This Policy shall pertain to the meeting minutes of a) the Board of Directors; and b) other special meetings, hearings, committees, subcommittees, teams, working groups, and commissions as the Board directs. The term body shall be used below to refer to any such group.

Policy statement

Draft minutes shall be circulated to the members of a body as soon as possible after a meeting's adjournment. Members of a body shall have at least five days to review draft minutes before they are approved. Minutes approval shall be on the agenda of the earliest possible meeting at least five days after draft minutes have been circulated. Members of a body shall have the opportunity to amend draft minutes, subject to the body's approval, before the draft minutes are approved.

Redactions

The default is for minutes to be disseminated in unredacted form. Redactions shall not be considered until draft minutes are approved.

Redactions may be used:

1. To protect information that has business sensitivity (e.g., negotiating positions).
2. When a third party's name is used without the third party's knowledge (e.g., discussion of candidates for a volunteer position or award).
3. To protect the subject of personnel discussions.

Redactions shall not be used to prevent embarassment on the part of the body or its members or to obscure error.

Once draft minutes are approved, any member of a body may place approved minutes on hold for redaction during the same meeting. The hold shall be minuted with the member's name. Once a hold has been placed on approved minutes, members of a body shall have at least five days to suggest redactions.

Redactions are not a matter of personal privilege; redactions must be approved by the entire body. Approval of redactions shall be on the agenda of the earliest possible meeting at least five days after the hold was placed.

In the case of minutes redacted by bodies other than the Board of Directors, the Board shall be provided with unredacted minutes. The Board reserves the right to modify redactions of other bodies.

Prior redactions should be restored by the Board at a later date if the subject of the redaction is no longer sensitive.

Dissemination

Minutes shall be considered public minutes immediately following the meeting at which the draft is approved, provided no hold for redactions was placed. Redacted minutes shall be considered public minutes immediately following the meeting at which redactions are approved.

Public minutes shall be placed on the World Wide Web in a publicly-accessible form on a server controlled by the Association within 30 days of approval.

The location of public minutes shall remain stable over time and shall be publicized to the Association's membership at least once a year and any time the location changes. Public minutes shall not be blocked from indexing by search engines.