Interim Board meeting Minutes/20 August 2004
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2 August 2004
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17 September 2004
Minutes approved: 17 September 2004
This document is a board working paper, and commercial in confidence.
- Geoff Halprin, Lorette Cheswick, David Parter, Trey Harris
- 2004-08-20 1900 US/East
- 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.
- Agree with us filling out forms (to save money).
- But we need to get them checked by lawyer before filing.
- Money in chequing account:
- Get $3000 for expenses (within 2 weeks).
- Geoff will liaise with Mike Jones. (Action Point #20040820.01)
- 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).
- 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.
- RFC issued. Questions from SB.
- SB want to meet someone.
- Geoff to chase IAAMC for status. (Action Point #20040820.04)
- 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
- Geoff to draw up master plan and circulate by end of weekend. (Action Point #20040820.06)
- 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.
- Trey to issue reference to alternate parliamentary rules (to Roberts Rules). (Action Point #20040820.08)