ellie@usenix.UUCP (Ellie Young) (07/18/89)
It was suggested at the Open Board Meeting in Baltimore that the minutes of the USENIX Board of Directors' meetings be posted on comp.org.usenix. Below are the revised minutes of the April '89 meeting. They could not be published sooner since they are approved at the following Board meeting. These minutes do not include information from the Board's executive session nor matters concerning personnel, salaries, and other such non-public material. A summary of these minutes will appear in the July/August issue of ;login: as well. USENIX Association Board of Directors' Meeting Revised Minutes Short Hills, NJ, 17-18 April 1989 The regular quarterly meeting of the USENIX Board of Directors was convened at the Short Hills Hilton Hotel in New Jersey at 9:35 a.m. on 17 April, 1989. Attendance: Stephen C. Johnson, Treasurer Rob Kolstad, Secretary and Chair Marshall Kirk McKusick, Director Sharon Murrel, Director Michael D. O'Dell, Director Alan G. Nemeth, President John S. Quarterman, Director Deborah K. Scherrer, Vice President Judith F. DesHarnais, Conference Coordinator John L. Donnelly, Tutorial Coordinator and Exhibit Manager Neil P. Groundwater, Baltimore Program Chair Ellie Young, Acting Executive Director Minutes of the San Diego meeting It was Moved by O'Dell, seconded by Johnson: That the Minutes be approved as circulated. Passed: 7 for; Quarterman abstaining. Additions and Changes to the Agenda The executive session was moved to later in the day. The FaceSaver proposal and database report were moved up. Reports on the San Diego meeting and the Conference office's move were added. Murrel requested a discussion about the relationship between USENIX, the EUUG and European national groups. Nemeth had questions regarding Soviet participation at the conference. Kolstad circulated a proposal to fund a high school programming contest. Discussions regarding a joint workshop with the EUUG and press relations were also added. Action Items Kolstad ran through the list of San Diego action items. Most had been executed and will be considered at various places in the Agenda. It was pointed out that Murrel served as chair of the Elections Committee. Donnelly and Young will work with Kolstad on speaker's bureau/professional development seminars. Johnson will finish the transfer of monies into t-bills/CDs. Nemeth will devise a variant of the futurist contest. Scherrer reported that the Online Library/Index is being proofed and was $9,000 under budget. Software Management Workshop Report Scherrer and DesHarnais reported. There were 80 attendees. The technical content of the papers was satisfactory. Even though the keynote speaker and Bourne did not show, the overall evaluation by attendess was good. DesHarnais said it would most likely break even. She also felt that the announcement was not sent to enough of the mailing list. This led to a discussion regarding methods used to publicize the workshops. Young and DesHarnais will work on a plan to better publicize future workshops. Future Meetings The Board asked that Young revise the future meetings status report, adding Board liaison and informal program chair categories. Baltimore Conference Program. Groundwater stated that 60 submissions were received and 22 papers had been accepted. The ACM has asked to have abstracts of the papers. Quarterman requested that problems with papers appearing elsewhere be added to the 'Instructions' for program chairs. Groundwater reported that while he had a good committee, he should have selected it sooner. He assumed that Evi had the production of the proceedings under control. There was a discussion regarding schedules and the potential problems of having the review process of two conferences overlap. Exhibits. Donnelly discussed his revised projected finances that did not include a registration control system and did include adjustments for booth sales support commissions. Kolstad asked for a discussion regarding the future of exhibits--will we sell less booth space. Donnelly stated that sales in Baltimore should match San Francisco. He feels that the vendors think we're important, but are also concerned about location. Future sites may be less attractive. It was agreed that in future site discussions we should take into account having the site in a more 'technical region' of the country. Donnelly also felt that our booth space charges are very reasonable, and that we should not raise them at this time. It was suggested that Donnalyn Frey publicize our exhibit network. Tutorials. Donnelly reported that there are 15 scheduled per day with lots of space. There was general consensus that the tutorial program is driving the conferences. Student discounts have been instituted and are being advertised in the program and on the net. Arrangements. DesHarnais reported that the terminal room will be located at the Hyatt and will be open 8 a.m. - midnight, and that Sonya Neufer will be running it. While the office had just moved she felt it would not affect registration. DesHarnais described the new office with its expanded phone system and FAX machine. Revised Minutes 2 April 1989 FaceSaver Proposal McKusick reported that he has been working with Katz to put the saved faces on UUNET. Interest is high, but the database needs to be updated. The FaceSaver service proposed for Baltimore would capture new and revised faces to update the UUNET-maintained database, and not produce an attendee list as in the past. Labels could be produced for a fee, and this service would also attract more folks to the exhibits. Nemeth expressed concern about the system being connected to UUNET via a high speed modem or through a local Ethernet connection. He suggested that Katz keep copies of everything. McKusick agreed to oversee the project. Murrel asked whether we intended to do this at every conference and why wasn't it a proposal to UUNET. There was general agreement that it is a benefit to the membership, it draws people into the exhibits, and that UUNET could not afford to finance it at this time. There was discussion about the three options in the proposal: a database system with no labels; one with labels; and the addition of a second face capture station. There was general agreement that a second station would make it more accessible. It was moved by Johnson, seconded by McKusick: To allocate $12,500 to the FaceSaver proposal at the USENIX Conference in Baltimore, to be spent at McKusick's discretion. Passed: 5 in favor, Kolstad opposed, O'Dell and Murrel abstained. Other Baltimore Business DesHarnais requested a discussion regarding shirts and license plates. It was agreed that some all cotton golfshirts as well as blended, more inexpensive ones be ordered. O'Dell requested funds be allocated to use a portion as thank you's, and that DesHarnais would use her discretion in giving away freebies. It was moved by O'Dell, seconded by McKusick, to allocate $3,200 to give away USENIX license plates at the conference. Passed: 4 in Nemeth opposed; Murrel and O'Dell abstaining; Quarterman absent. Soviet Participation Nemeth received a letter from a Soviet who needed an invitation to attend the conference in order to secure a visa. It was felt that was no legal reason not to invite him. DesHarnais had already responded favorably to the request and Nemeth would do so as well. San Diego Report DesHarnais reported that attendance at tutorials was 93%. Her original projections were also much lower. It was felt that the conference worked well without UNIFORUM. There was good tutorial meeting space. DesHarnais expressed her concern that future sites do not have as much tutorial space. While there were some comments from attendees about the absence of exhibits, there was overall enthusiasm for the box lunches and warm location. Washington D.C. '90 Scherrer reported that the program committee has been Revised Minutes 3 April 1989 formed, and that Klein wants to have full papers. There was a long discussion on how program chairs get their papers and the problems of having quality papers as well as time contraints with having full papers vs. extended abstracts. It was suggested in Allman's instructions that extended abstracts be used at Winter conferences, and full papers (for depth) in the Summer. Groundwater felt that full papers allow one to judge whether it's good new work. O'Dell felt that proceedings should provide a timely mechanism for discussing new work and that extended abstracts give a better global view of what's out there. There was more discussion on the Board's role in providing guidelines to chairs. O'Dell suggested that future chairs be advised of the Board's concerns in this area and deadlines for each. Scherrer was asked to have an informal discussion with Klein. Quarterman asked if there was a problem with the upcoming conference, and if so, what actions did the Board need to take. O'Dell asked whether the Board has to dictate the structure of a conference to ensure that it is successful. Murrel felt that the Board's role is to provide guidelines on a conference to conference basis. McKusick stated the bigger issue is that the Board deals with committees and provides the only source of continuity conference to conference. Nemeth felt the Board needs to act only when a Chair seems to be failing, and that it would be a mistake to have absolute deadlines. It was generally agreed that the type of papers need to be decided beforehand and then inform the chair of the paper status. Kolstad suggested a committee be struck to draft some proposals for the Board. It was moved by Scherrer, seconded by Nemeth, to strike a committee (O'Dell, McKusick, and Murrel as chair) to study the problem and make proposals regarding abstracts vs. full papers on a regular schedule and report to the Board at Baltimore. Passed unanimously. USENIX Room at /usr/group in D.C. Johnson discussed the problems with location and cost. There was agreement that it's not a good idea at this point, especially when both meetings are held concurrently. It was moved by Kolstad, seconded by Nemeth, that we not have a USENIX room at /usr/group in D.C. 1990. Passed unanimously. Long Range Conferences 1993 Winter Conference. DesHarnais reported on three potential sites: + Town & Country in San Diego. An attractive offer was received but there may be a problem with renovation and rates needed to be capped. + San Jose Convention Center. Good rates, but problems with not enough hotels and being dependent on the light rail system. + Disneyland Hotel at Anaheim. Has enough space for tutorials, and is under new management. DesHarnais will do a site inspection. Revised Minutes 4 April 1989 The Board recommended that DesHarnais pursue Town & Country and Disneyland, and choose between the two. 1993 Summer Conference. DesHarnais reported on two sites. Seattle does not have enough tutorial space and the hotels are expensive. Cincinnati has great facilities and prices. McKusick gave a very favorable report on the site inspection. The Board recommended that we sign a contract with Cincinnati. Suggestions for 1994. DesHarnais should keep in touch with PEMCO regarding /usr/group's Winter site plans. Nemeth suggested a Bay Area location for the summer. Future Workshops O'Dell suggested that we make sure that either a Board member or staffperson from the Executive office attend each workshop. + Transaction Processing: Murrel reported that everything was on track, and that she would be attending part of it. Young mentioned problems with not getting all the papers from the Chair. + Systems Administration III: Kolstad reported that we're trying an experiment by offering two tutorials (by Nemeth and Kolstad) the day before the actual workshop. Standard tutorial rates will apply and he estimated that 50 people may attend each. + Distributed Systems: Kosltad reported that the paperwork from the other sponsors would be forthcoming. The co-chairs are very active and seem to have things well under control. + Graphics V: DesHarnais has a contract with the DoubleTree and the facilities of the Monterey Convention Center as well. + C++ '90: Jim Waldo of Apollo has accepted chairmanship. He has tentatively suggested an early April '90 date. Scherrer reported that Waldo would like a workshop format (possibly like Santa Fe), rather than a mini-conference. Scherrer was asked to confer with Waldo about the possibility of enlarging it. Since there were very few responses to the posting on the net for future workshop topics, it was agreed that individual Board members should actively search for future topics. Quarterman and Kolstad will look into a joint workshop with EUUG in Systems Administration. Future Conference Chairs McKusick was asked to invite Allman to be the '92 San Francisco chair; Johnson was asked to contact Mashey about his plans for Anaheim in '90; Quarterman was asked to offer Grob/Shore Dallas in '91; O'Dell was asked to offer Adams San Antonio in '92; Scherrer was offered (and she accepted) Nashville '91. The following appointments for Board liaisons were made: Anaheim '90 Johnson Dallas '91 Quarterman Nashville '91 Nemeth San Fran '92 McKusick Revised Minutes 5 April 1989 San Antonio O'Dell Alix Vasilatos was appointed informal programming chair for Baltimore. Revised Minutes 6 April 1989 Database Report and Judy's Machine O'Dell reported on the committee's meeting in Berkeley, where a dataflow model for all three offices was presented. O'Dell said there are two problems--the long term problem of the database and the short term one of the conference office's machine. There was agreement that we need to act immediately on the latter. There was a short discussion on hardware needs. It was moved by O'Dell, seconded by Murrel, that we authorize $30,000 for a machine for the conference office and that the database committee authorize these expenditures. Passed unanimously. Johnson proposed that we select chairs for each subcommittee. Young was asked to provide a list of the these. It was decided that Scherrer will be replaced by McKusick on the database committee; McKusick will be in charge of the Conference office's machine; O'Dell will chair the database committee. Press Relations Johnson inquired about the status of the editorial luncheon at Baltimore. Young responded that Frey has made all the arrangements. It was moved that Ellie Young be appointed Executive Director. Passed unanimously. Board liaisons were appointed for the three offices: Kolstad for exhibits; McKusick for conference; Johnson for executive. High School Computing Funding It was moved by Kolstad, seconded by Johnson to authorize $3,000 to fund Don Piele's International Computer Problem Solving Contest. Passed ananimously. The meeting was recessed at 5:20 p.m. till tomorrow The regular meeting resumed at 9:40 a.m., Tuesday Standards Quarterman reported on the negotiations in Brussels between USENIX abnd EUUG regarding a joint representative to the ISO SC22 WG15 ISO POSIX committee. He (for USENIX) and Michel Gien (for EUUG) have hired Dominic Dunlop to be the representative. EUUG will contribute 4000 pounds sterling (USENIX will supply matching funds), and will send quarterly advance payments to USENIX. Young was asked to work out the details of a contract between the parties, and to pass along information regarding USENIX's activities in standards to Frey. Quarterman was thanked by the Board. Quarterman also reported that USENIX is coordinating a White Paper on systems administration for IEEE 1003.7, a new standards committee in this area. Quarterman announced that McCarron had a new job (with UNIX International) and no longer had time to edit USENIX Standards Watchdog committee reports. There was discussion about making these reports into another publication. The Board, however, agreed that we should continue to publish these reports in ;login: and that Quarterman should hire someone else to do the reports. Revised Minutes 7 April 1989 Legal Business In response to a letter from our attorney, Dan Appelman, the Board was advised to amend the corporation's Certificate of Incorporation to limit the personal liability of its directors. The Board reviewed the amendment and approved Resolution Set #1 as follows: RESOLVED, that the Board of Directors of the Corporation deems it advisable and in the best interests of the Corporation that the Certificate of Incorporation be amended to add a new Article 7 eliminating the personal liability of the directors to the Corporation which shall read as follows: "7. Liability of Directors. No director of the corporation shall be personally liable to this corporation or its members for monetary damages for breach of fiduciary duty as a director, except that a director shall be liable to the extent provided for by the applicable law for (i) any breach of the director's duty or loyalty to the corporation or its members, (ii) acts of omissions not in good faith or which involve intentional misconduct or knowing violation of law, or (iii) any transaction from which the director gains an improper personal benefit. If the Delaware General Corporation law is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporate Law, as so amended." RESOLVED FURTHER, that the Board of Directors shall formally consider the adoption of the above amendment to the Certification of Incorporation, at its meeting on June 11 and June 12, 1989. Passed unanimously. Revised Minutes 8 April 1989 1990 Nominating Committee Scherrer reported that Ed Gould has accepted the chairmanship, The Board recommended that he inform people of the committee's decision before it is published. UUNET Report O'Dell had an updated version of UUNET's finances. They have also secured a line of credit to take care of the cash flow problem, they have moved into new offices, and Rick Adams is now on full time as UUNET's technical director. Relationship with EUUG and European National Groups Murrel, as the USENIx reprentative at hte EUUG meeting in Brussels, gave a report. EUUG-Publications. Murrel expressed EUUG's concern about the monies owed to USENIX for publications and the confusion about the initial arrangements. Young was instructed to send written acknowledgements to Owles Hall each time a quarterly payment is received, and to make sure that a discount was in effect for the proceedings shipped last Fall. In the future, we will continue to exchange newsletters and proceedings for board members, and 10 copies of each group's newsletters will be sent to each office. Young was further instructed that there would be no further automatic exchanges and that Philip Peake will be the EUUG representative for the sale of publications. Relationship with EUUG and the European National Groups. Murrel reported that while EUUG encourages all informal contacts between user groups, that they would like to be the sole contact for EUUG and their national group members in terms of negotiations leading to reciprocal agreements and purchases of services. There was general agreement that such a policy would be impossible since any USENIX member can order any quantity of our publications. Board member attendance at meeetings. We have reciprocal agreements with EUUG, AUUG, NZUUG and JUS to provide free registration and 5 nights hotel. The Board agreed that we should not at this time provide similar support to other European groups. Nemeth and Johnson suggested an exchange of publications between JUS, so that we can abstract and index them. Proposal for Second UNIX on Supercomputers Workshop Quarterman presented Lori Grob's proposal that USENIX sponsor a second UNIX on Supercomputers workshop in early Fall of 1990, and that she co-chair it. It was moved by Nemeth, seconded by Scherrer to approve the proposal and if Melinda Shore is not available to co- chair, the Board would suggest alternatives, but considered Grob responsible for finding a co-chair if she thought it necessary to have one. Passed unanimously. Publications and Membership Manuals. Young reported that while customer service from Howard Press has been poor in the past, she had Revised Minutes 9 April 1989 met with them to relay our concerns as well as to check the inventory. They did indeed have 4,000 sets on hand. The Board recommended that we advertise the manuals as 'final printing' and push their sales at our conferences. Reprinting Proceedings. Young reported that after three postings on the net, the number of responses was still too little to warrant reprinting. Nemeth asked that perhaps we could offer out-of-print proceedings at our cost to reproduce them on a per request basis. Young was instructed to implement this. Executive Office Report. Young went over the report. Total membership as of 4/1/89 was 2,712, up 30% from figures of the previous year. Nemeth asked if it was possible to track new members who join at a conference to see if they renew. Young will provide a report. Budget There was a discussion regarding future costs for the journal. Young reported that the contract with UC Press calls for fees to be somewhat lower over the next two years, and with more library subscriptions our fees would be reduced even further. The Board was satisfied with Young's efforts to provide a cash flow model for all three offices. There were some format suggestions for the reporting of membership services. Another model is necessary so that the Board can plan for future growth, projects, and have a better understanding of what has happened in the past. Several matrixes were suggested (a projects vs. resources one; projects vs. time; resources vs. time; actual vs. budgeted). Young was instructed to work on the spreadsheets. Johnson suggested that the Association pay off the Sequent loan for UUNET. It was moved by O'Dell, seconded by Murrel, that Young and Johnson be directed to pay off the First Interstate Bank loan and make arrangements with UUNET for a schedule of payments. Passed unanimously. Tutorial Committee Scherrer requested that Wally Wedel replace her on this committee and that Young replace Salus. Young was instructed to notify Salus. Gift for Salus Young's proposed gift approved ananimously. Membership Fees/Dues Proposal There was discussion regarding Young's proposal sheets. The general feeling of the Board was that the Association can continue to depend on the conference surplus to fund membership benefits. Kolstad suggested that future proposals be clearer as to what criteria is used to determine costs per members (fixed and incremental). Nemeth requested information about the marginal cost for additional members. It was moved by O'Dell, seconded by Murrel that the 1990 membership dues remain: Student: $15 Individual: 40 Educational: 125 Corporate: 275 Revised Minutes 10 April 1989 Supporting: 1,000 Passed unanimously. Young suggested that in 1990 we offer institutional members a subscription to all proceedings published during the year. It was moved by Scherrer, seconded by Johnson, to include a subscription to the proceedings to all institutional members as an additional member benefit as soon as possible. Passed unanimously. Kolstad reported that the Plus5 Tape was almost ready for copying, but he had questions as to whether we wanted to offer it as a benefit. It was moved by Scherrer, seconded by Johnson that the software distribution tape (Plus5) be sent to the 1989 institutional members. Passed unanimously. Next Board Meeting It was decided that the next Board meeting would be held in Baltimore and would commence at 10:00 a.m., Sunday, June 11. Sharon Murrel agreed to chair it. Election Subcommittee Proposal Murrel, speaking for the election subcommittee, proposed a Bylaw change to limit the number of consecutive terms for board members. It was moved by Murrel, seconded by O'Dell the following wording change to the Bylaws: Replace in section 4.2: Any eligible person may be reelected as an officer or director one or more times. with Any eligible person may be reelected as an officer or director one or more times, but may not be elected to more than four terms in succession. And that this Bylaw change will take effect after the next election, on July 1, 1990. Passed. 7 in favor, Nemeth abstaining. The meeting adjourned at 2:47 p.m. E. Young, Minutetaker
cal@pyrtech (Craig Alan Levin) (07/22/89)
In article <239@usenix.UUCP> ellie@usenix.UUCP (Ellie Young) writes: > + Town & Country in San Diego. An attractive offer > was received but there may be a problem with renovation > and rates needed to be capped. Please make sure to investigate the new San Diego Convention Center. It is located in the downtown & waterfront district of San Diego. It is still under construction but will be finished in time. There are plenty of Hotels in walking district and more convenient to the airport and train station.