Interim Board meeting Minutes/2 August 2004

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Prior:
None
Interim Board meeting Minutes Next:
20 August 2004


Minutes approved: 17 September 2004

Present
Geoff Halprin, Lorette Cheswick, David Parter, Trey Harris
Meeting opened
19:00 US/East
Meeting closed
20:10 US/East

1 REDACTION APPROVED.

Welcome

  • This time suits everyone.
  • We'll meet every 2 weeks. (review later)


Governance

  • What is transitional vs program activity?
  • be clear on which is which.
  • Agree on roles of council, transition team, working groups.
  • Geoff: our (transition board) role concludes with elections and new board elected.
  • i.e. We must receive and operate programs, in addition to our work on creating the new viable (breathing) entity.
  • David noted that this may change as we move forward.
  • Council is advisory body. Email-based. No "responsibility" per se.
  • It's purpose is to provide a wider base of feedback on matters the board is contemplating.
  • e.g. Straw-polls to gauge our decisions/directions.
  • Motion to create advisory council.
Moved: David, Second: Lorette. In favour: Lorette, Geoff, Trey, David.
  • List of members per "onwards and upwards" email.
  • {11 words redacted — personnel mentioned, business sensitivity}

Legal

  • Lorette: Spoken to lawyers, accountants for advice regarding incorporation (org type, where, paperwork, etc.)
  • Two attorneys suggested fill out form in NJ, submit it.
  • Don't need to pay for attorney.
  • Not large org ($mil, endowment), so legals not that important
  • Turnaround should be < 2 months.
  • CPA: no difference in terms of filing taxes.
  • Quickbooks? - ask CPA what they want. (Most can do quickbooks.)
  • CPAs are more familiar with 501c3.
  • Most people know how to manage 501c3; fewer know the details for other assoc types (e.g. c4, c6)
  • Lorette: We should do a 501c3.
  • Can add on lobbying/foundations later as sep orgs if needed.
  • Geoff: What are differences between 501c3, 501e3, 501c6??
  • 501c3 charitable (public benefit) org.
  • 501c6 trade organisation. Allows lobbying (if not major focus)
  • 501e3 ??
  • Lorette to provide link to comparison chart. (Action Point #20040802.02)
  • Trey/David: We need 501c3 (charity) to make it easy for USENIX to give for us money.
  • David: 501c3 are charitable. contributions are deductable.
  • Implications for partners and USENIX.
  • Filing is simple.
  • Trey: Question about lobbying and 501h.
  • Don't think it's an issue.
  • Geoff: lobbying is fine, as long as it isn't a major expense.
  • Trey to provide link to relevant research. (Action Point #20040802.03)
  • Do we have problems with NJ registration?
  • Which state?
  • Geoff: Is there an advantage to Delaware?
  • Seems to not be for non-profits.
  • State likes a connection (at least one board member) in state.
  • Programmers Guild is in NJ (as is one board member).
  • Register in state where majority of board is present!?
  • Need a local contact.
  • It was noted that not all states have this presence requirement.
  • Lorette reported that her information from CPA and attorneys is that officers can be non-US citizens.
  • Motion: Register as 501c3 in NJ. Lorette as contact.
M: Lorette. S: Trey. V: David, Geoff, Lorette, Trey
  • Selection of Lawyers. Due diligence.
  • Lorette to get proposal from each of 2 groups.
  • Will return to this group with proposal.
  • Expenses.
  • USENIX has approved funds for creation of new org.
  • Geoff thinks this can also cover misc expenses and accounting software.
  • This needs to be clarified.
  • Geoff to liaise with Mike Jones to clarify. (Action Point #20040802.04)
  • We all think it won't take that much for legal work.
  • Lorette provided estimate of expenses.
  • Board approved expenditures (with documentation).
  • Geoff will liaise with USENIX office as necessary.
  • Filing legal paperwork
  • Need to get personal forms filled out by board.
  • Need to file bylaws with registration filing.
  • Need to have this ironed out quickly.
  • Don't go to subcommittee - not that hard.
  • Rules
  • We will draft rules within week (Lorette as lead)
  • Geoff to provide SAGE/USENIX/SAGE-AU info to Lorette. (Action Point #20040802.06)
  • Lorette will issue draft by weekend.
  • All: turnaround quickly (end of weekend).
  • Will pass by council next week.
  • Then publish on web site for members.
  • Rules
  • Roberts Rules as guiding document.
  • Everything else as simple as possible.
  • David: Easiest to start with blank slate.
  • Geoff: Can provide copies of USENIX/SAGE/SAGE-AU rules.
  • Geoff: Hardest to change should contain minimum; just checks and balances. All implementation procedures should be in policy document (change at board whim).
  • What is hierarchy? (Geoff)
  • Articles of association / Charter
  • In incorporation papers. Hardest to change.
  • Minimum required by law.
  • Bylaws
  • Require board/membership to alter.
  • Clarify change management procedure.
  • Just checks and balances.
  • Policies
  • Board change by normal vote.
  • Implementation decisions.
  • Elections.
  • Could be contentious. Need to pass this by council.
  • Are electronic votes valid?

Financial

  • Creating Bank Account
  • Lorette: Creating account is easy.
  • David: Probably want account in same state as office manager.
  • We can create one for now, and dissolve it later if necessary.
  • Lorette authorised to create fee-free account.
  • Lorette will send out signatory forms. (Action Point #20040802.09)
  • Note: purchase will be delayed until we know that this is the path we are heading down.
  • make it out to "Lorette Cheswick"

Computing Infrastructure

  • Discussion per email.
  • Question as to what we develop/buy.
  • David likes Tom Limoncelli's suggestion of 123signup.com as one prospective way to do this bit.
  • Geoff not sure it provides everything we need.
  • We need member database/backend, with API for web site to authenticate against.
  • We need appropriate people to evaluate this option.
  • Trey: agrees with split into infrastructure/content.
  • Could be important way to get members to contribute.
  • David to provide oversight on this function.
  • Others to channel ideas/requirements via David.

Tasks, assignments and deadlines.

Action Points as noted marked throughout minutes
Assignments
  • Geoff:
  • liaising with USENIX office
  • create council
  • David:
  • interim mailing lists by 2004-08-03.
  • oversight of online services.
  • implementation plan for online services.
  • Trey:
  • list of questions to run by advisory council.
  • Lorette:
  • investigating 501c3 and paperwork submission
  • creating a bank account
  • rules (draft charter and bylaws) by Fri 6th
  • 21st deadline for all this (submission of paperwork)
  • All:
  • interim rules by weekend following receipt of draft.

Next meeting:

  • We will decide on Monday if we need a conference call to deal with the rules. Otherwise, next meeting is Monday 16th August 2004 @ 19:00 US/East.
  • Trey is out (getting tonsils out) for a few days. Will be online (but no talking!).
  • Lorette has commitments that mean this must be done by 21st.
  • Geoff likes tight deadlines. We need to put ourselves under pressure to complete.