Interim Board meeting Minutes/2 August 2004

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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.


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.
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