Interim Board meeting Minutes/6 December 2004

Prior: 8 November 2004

Interim Board meeting Minutes

Next: 20 December 2004

Minutes approved: 20 December 2004

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

Present

Geoff Halprin, David Parter, Trey Harris

Meeting

2004-12-06 1900 US/East

Opened

19:00

Closed

20:45

Consent Agenda

• Meeting minutes (2004-11-08) approved by consent.

Action Items

• See action item list.
• Time for new memo to members

Outstanding Business

Legal Infrastructure

• Notes per email during LISA.

• Signatures to fax number

• Need to re-file with new name:

• Geoff

• Don't want to use "SAGE" in name; it's encumbered.

• Trey

• "Professional Association of System Administrators"
• "Professional vs professionalism."

• David

• "System Administrators Professional Association"
• Not something that causes problems (c6 vs. c3)
• Ask lawyer; is "SAGE" better or worse.

• Successor to USENIX interest. Does this make things easier.

• Need to file copies of paperwork with USENIX.

• Geoff to write contract.

• David: Would AMC want input into contract?

Operations Infrastructure

• Geoff must complete 1st round and write-up.

• DUE BY END OF WEEK.

• Need better idea of how soon we can engage.

Computing Infrastructure

• Catch-22: do we use AMC systems or vice-versa?

Election Policy Decisions Discussion

• To be decided:

• Size of membership quorum: 1/10 or 1/20.
• Bylaw amendments.

• Issues:

• minimum count to put issue to membership.
• minimum count to effect change (normal business).
• minimum count to effect change (bylaw changes).
• ratification of bylaws changes or not.

• Membership Quorum: Regular business

• Geoff

• Options:

• Proportion: 1/20
• Mix: proportion/minimum
• Rolling average: 2/3 ave of last three normal elections.

• Trey:

• Proportion: 1/8.

• Bootstrap: 2/3 ave last Exec election as bootstrap number.

• David:

• Rolling average: 2/3 ave of last three normal elections.
• Bootstrap: We don't know how many members we'll lose in transition.

• Use fraction: 1/10 until 3 elections.

• Geoff:

• 3 elections rolling ave.
• bootstrap of 1/10.

• Motion: Passed. Unanimously.

• 3 elections rolling ave.
• Bootstrap of 1/10 membership.

• Membership Quorum: Bylaw amendments.

• David: bylaw changes require a higher proportion. (make it harder)
• Quorum for bylaw changes:

• need large pool, but simple majority.
• David: threshold should be higher; if board didn't approve the change (short-circuit option).
• 2/3 rolling ave, minimum 1/3 membership.
• Motion: Passed. Unanimously.

• 2/3 rolling ave, minimum 1/3 membership.

• Signature mimimum to call SGM, petition business.

• 75 minimum.

• Board bylaw amendments

• All bylaw amendments must be ratified by vote at the next regular board meeting.

• Call for ratification (with motion) must be in published agenda for 2nd meeting.
• Public notice published to membership (no later than same time as meeting agenda.)
• Proxy allowed (exact wording known) for board member who cannot attend second meeting.

• Minimum notice period for board meetings of 1 week.
• Minimum notice for (bylaw change) agenda item. Advisable, but not necessary.
• Motion (repeat vote) Can't straddle two boards.
• Simple majority of regular board quorum.
• Passed. Unanimously.

• Membership ratification of bylaw amendments.

• Already have facility to petition.
• (Default is for amendment to apply.)
• Board must not be able to reverse decision of the membership. (limit this clause - next election).
• Passed. Unanimously.

Meeting closed

20:44