Interim Board meeting Minutes/17 September 2004

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20 August 2004
Interim Board meeting Minutes Next:
4 October 2004

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

Geoff Halprin, Lorette Cheswick, David Parter, Trey Harris
2004-09-17 1900 US/East

Consent Agenda

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

Action Items

  • 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.
  • 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.)
  • 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


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.


  • 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.

Operations Infrastructure

AMC Request for Proposals

  • We have received 21 responses to the RFP issued via IAAMC.
  • 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. (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. (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 wiki is ready for board content. Create accounts for all Board and Council members. (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: Issue call for participation for awards committee.

Memo to Members

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

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.
Meeting closed