Sakai Foundation Board of Directors Conference Call
March 1, 2007
This document contains minutes from the conference call of the Sakai Foundation Board of Directors held on February 15, 2007. Corrections, suggestions should be sent to John Norman and Mary Miles.
These minute capture both the discussion and formal resolutions of the board. Simply because something was discussed does not mean that it is the agreed-upon position of the board. When the board makes a formal resolution to approve an item, it will be noted as such in the minutes. If there is no such notation, readers should assume that the minutes are simply the notes of the board discussions.
Board members present: John Norman, Joseph Hardin, Chris Coppola, Clay Fenlason, Lois Brooks, Mara Hancock, Vivie Sinou, Chuck Severance (ex officio), Lon Raley (staff), Mary Miles (staff)
Board members absent: Ian Dolphin, Brad Wheeler, Jutta Treviranus
Topic: Approval of February 15 Minutes
The minutes of February 15 were reviewed, approved, and will be published to the Confluence site. Future minutes of the previous minutes will be reviewed and approved by the board, then published that approval.
Topic: Financial Updates
Several financial documents had been sent to the Board for review. Chuck led the discussion of those documents. Realizing that it may take some time to digest the information provided, the board was urged not to rush to make a decision at this time.
The first document focused on membership, specifically the number of new members who have joined since the Sakai Foundation was formed. Also discussed were potential strategies for conversion of membership to the Sakai Foundation including: (1) contacting some of Sakai's closest friends and ask them to convert to the Foundation early, or (2) targeting members who joined late in the second year and encourage them to move more quickly. Full conversion is targeted for completion by June, 2008.
The board also discussed the possibility of contributions in excess of the $10,000 annual fee – either as directed funds or as a voluntary general contribution. A proposal for acceleration will be presented at a later date.
The board also reviewed the expenses for the Atlanta conference. Conferences are the largest expense in the budget, with food being the largest single item in that expense. Total costs for Atlanta were approximately $262,000, as compared with $210,000 in Vancouver, $102,000 in Austin, and $127,000 in Baltimore. The Atlanta cost has not been reduced by any revenue received for paid attendees or sponsorship.
Finally, Sakai revenue and expenses were discussed. John suggested that the board look carefully at the numbers prior to making any decisions. This is an opportunity to step back and look at the larger picture, not just the conference. Should Sakai continue to hold two conferences each year and what is the mix in terms of other expenses? Staff expenses also need to be examined in this discussion. Joseph felt that realistic revenue projections should be made and work back from there.
Chris suggested a cost model based on board agreement as to what should be done toward Sakai's core mission, including staff, conferences and revenue projections. The model used should be presented in a format that is easy to review and analyze. Chris offered to draft that format and forward to Chuck for use in the future.
One aspect of the documents reviewed deals with contributed staff. Currently there are no agreements in place with institutions that are contributing staff, but there could be in the future and these need to be considered as well. The board asked for a that a monetary correlation to the contributed staff, broken down by how much is contributed and how much is paid through member funds. This would result in a picture of what is actually required to operate the foundation, including several forms of payment - one showing number of people and one showing the amount of cash.
Action: Chris will draft a format for future use and forward to Chuck and Lon for completion.
John noted that the board has a primary responsibility to ensure the funds of the Foundation are spent wisely, as need to find a way to help Chuck establish priorities and direct those funds. Joseph added that the goal of the board is to have some cushion as one of its financial back-stopping abilities. Where there are MOUs, the term of that commitment and the total cost of that commitment need to be documented - a perfect topic for the upcoming retreat. The possibility of raising member fees was discussed, but no decision was made at this time. Several board members felt strongly that raising dues at this time was not wise as the board is unable to produce documents that show an acceptable format for revenue and expenses. With renewal notices going out every month, this should be one of the highest priorities of the board. Chris felt that increasing costs for our current members would be our best method of increasing revenue, as opposed to looking for new members. John replied that given our renewals are now on an annual basis, calling some of them and asking for more money (these are actually early adopters and haven't actually implemented) they would actually be among the last people we should go to and ask for more money unless we have our case pretty well argued.
Joseph argued that the budget should be public and should be up on the website. Chris agreed, but would prefer to have the documents further defined prior to that posting. Mara asked that a sub-group be formed to work on this and have a more in-depth discussion at the retreat, followed by concrete actions.
Topic: Any other business
Chuck reported on the response he had prepared to the Sakai-China proposal. This was circulated to the board prior to the call. Joseph noted that the cost for non-members to attend a conference is $395, not the $300 indicated in the document. Chuck will send the response noting the board's comments to the proposal.
Action: with minor corrections, Chuck should go ahead and sent the communication on the board's decision to not accept the Sakai China proposal in its current form, but leaving the door open for further negotiations and reconsideration.
The position has not been posted and fundraising is still underway. Chuck suggested 2 phases: first, look inside the community through an informal phase, discuss with the board, and then if no candidate is identified, post the position. Chris felt that the board should cast a wide net. The board fully discussed both options but were unable to reach a firm conclusion. Mara stated that this discussion ties directly into the budget conversation and the board has a lot of strategizing and discussing to do about priorities.
Chuck suggested hiring someone for a year on a part-time basis and then if it doesn't work out, a full-time person could be sought. Chris responded that it is important to establish this person in a leadership role and it takes time to make an effective leader. Chris felt that the first step should be the best step. Joseph felt that the board should move forward as quickly as possible on this. If you have someone on a 50% basis for at least a year, you would have the ability to make a decision as to whether that was sufficient to go forward. Chris restated his feeling that Sakai doesn't necessarily need a full-time position, but if a less than a full-time position is posted, that would limit the candidates that apply. A further decision on this issue was delayed until the April retreat.
John asked if a consultant would move us forward without making a big financial decision until he have time to sort out how we deal with it. Mara responded that since December, the working group has really been organizing itself around articulating itself in a more palatable and concrete way. This work is being done on the margins by most of these folks but there is some good work going on and when we move it further it will be helpful. Coordination with the development teams will result in better outcomes. Joseph felt that people working in the margins will continue. Chuck concluded by agreeing with Mara that good stuff is happening, and the basic idea is that the more actionable items on the part of the UI folks will enable him to work with the development folks. He agreed that it would be more actionable if you had a coordinator.
Action: John will try to identify a consultant/part-time way to bridge the gap until the final funding plan is determined.
The Board then moved into Executive Session for further discussion.