Difference between revisions of "Interim Board meeting Minutes/20 August 2004"

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Revision as of 01:36, 16 January 2006

Comment

This website is not affiliated with SAGE or the USENIX Association. The use of the term "SAGE" below may be historical.


Prior:
2 August 2004
Interim Board meeting Minutes Next:
17 September 2004


Minutes approved: 17 September 2004

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

Present
Geoff Halprin, Lorette Cheswick, David Parter, Trey Harris
Meeting
2004-08-20 1900 US/East
Opened
19:00
Closed
20:16

Legal Infrastructure

  • Talked to CPA and Attorney who specialise in NP law.
  • Only one firm seems to do NP as functioning business.
  • Only one willing to take on work.
  • Seems to be sufficiently skilled/experienced.
  • Retainer of $1000. HeroldHaines. Joseph Lemond.
  • $1000 would get us a number of things:
  • Filing NP incorporation papers in NJ. Both federal (IRS) and state (Tax) filing.
  • State filing for non-profit status (tax). (This is separate from the previous two, but I missed the specifics.)
Lorette: could you clarify the wording here?
  • Registration of NP with IRS (form 1023).
  • Lawyer wants $1500 to fill this form in.
  • CPA says we could do this ourselves.
  • Long form. Not complex though.
  • Lawyer ammenable to us doing it. (He would check.)
  • $400 to lodge incorporation papers.
  • Lawyer to review separation of assets agreement.
  • There exists an NJ org to provide support for filing forms.
  • Lorette is in contact with them.
  • Geoff:
  • Agree with us filling out forms (to save money).
  • But we need to get them checked by lawyer before filing.
  • Money in chequing account:
  • Need permission for letter of commitment.
  • Motion: Authorise Lorette to send letter of commitment to lawyers. (once we have written confirmation of funds from USENIX.)
  • David: Need minute/money from USENIX.
  • M: DP. S: LC. Vote: DP, LC, GH, TH.
  • Articles of Incorporation
  • Lorette: Read the 3 docs provided by Geoff (USENIX, SAGE, SAGE-AU)
  • Two areas: revision of bylaws, election and removal of officers
  • Topic: Revision of bylaws
  • Lorette suggests: Bylaws amendable by majority of board present at board meeting (where meeting has due notice).
  • Geoff:
  • Question: allow members to revoke/bind the board?
  • Discussion on this point.
  • AOI will not provide for members to directly affect bylaws.
  • Bylaws set by majority of board (with due meeting notice).
  • Topic: Removal of director (for cause):
  • Process must be defined in bylaws.
  • Methods: 2/3 of board; Membership special motion.
  • Lorette: Follow Roberts Rules for removal of directors.

Operations Infrastructure

  • RFC issued. Questions from SB.
  • SB want to meet someone.


Computing Infrastructure

  • Little response to David's post.
  • David will start to recruit now.
  • Geoff: two different projects:
  • Day 0: Migrate existing services (and membership).
  • Service wishlist.


Not on Agenda

  • Business Plan
  • Geoff to draw up skeleton and plan for completion, issue by next week. (Action Point #20040820.05)
  • David: As short as practical.
  • Project Plan
  • Lorette:
  • LISA: place to develop interest and forward thinking.
  • Need plan for LISA activities (orthogonal to project plan.)
  • LISA is deadline for introducing activities (to m/ship).
  • Salary Survey
  • Just issued by Rob. No SAGE Exec/Committee consulted. Month late.
  • We need to review and suggest sound bites for press releases.
  • All: Review survey. (advisory council) -- soundbites. (Action Point #20040820.07)
  • David: Need web site first.
  • Geoff: Need to not keep using lack of website as excuse; that has burned us for the past 2 years.

Meeting closed.