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Sakai Foundation Board of Directors Meeting

July 19, 2011

Present:  Josh Baron, Stephen Marquard, John Norman, Chuck Severance, Maggie Lynch, Ian Dolphin (ex-officio), Mary Miles (staff)

Absent:  Nate Angell, Ian Boston

Guests:  Tamy Arthur and Jim Farmer (for financial portion of meeting)

GENERAL BOARD BUSINESS:

Approve June 2010 and June 2011 Board Minutes:

Minutes from the June 2011 Board meeting were reviewed and approved.  As Administrative support was not available for this meeting, a decision record was used as the format.  Motion for approval made by Josh Baron, seconded by Chuck Severance, motion carried.

2010 minutes were approved with minor editing.  Motion for approval made by Josh Baron, seconded by Chuck Severance, motion carried.

Financial Update:

Tamy Arthur provided an overview of the monthly financial statements.

  • Current position shows a positive liquidity however collections should remain a priority.  From this point on a period of relative stability in terms of membership can be expected.
  • There is a high probability that the conference will achieve a break-even status.  A full reconciliation is expected in about two weeks.  If “break-even” is achieved, the contingency set aside will return to mainstream activity.
  • Sakai 3 cash balance is positive and will essentially carry the project forward at the current level of activity until approximately November.  The Steering Committee continues to work on securing funding for the remainder of year.
  • Functional revenue & expenses:  on an accrual basis, operations have a positive net income which represents a strong improvement over the 2010 year.  As the Jasig merger moves along, Ian will be spending time looking at functional categories.  Total expenses are currently allocated as 86% on program and 14% on administrative expenses.  Ian was broadly happy with where we are, but the categories under which we present expenses should be reviewed, from the perspective of improving clarity and transparency .  Tamy pointed out that the allocation of total expenses is required for the i990, but is also meant to provide general oversight to distinguish how the funds are being used.
  • Budget versus Actual:  Revenue is currently ahead of budget with five (5) new members this year.  OAE budget versus actual is also very strong; basically on budget.
  • No additional contingency planning (to reduce costs and increase revenue) is seen as necessary at this time.

2012 Conference:

  • This topic was moved to an email discussion due to time constraints.

STRATEGIC INITIATIVES:

Jasig-Sakai Merger:

  • Introduction:
    • The Joint Working Group met in New York City in July for 2-day meeting. The group had concluded that the new organization would potentially be considerably more than the sum of its principle components.  
    • There was broad consensus.
    • Communication and buy-in are critical.

Bylaws for New Foundation:

  • The new bylaws are being formulated.  Currently proposed are 2 fundamental communities:  software community and communities of interest.  This represents the fundamental structure, although there will be several ways to come together to create a community of interest.
  • To become a recognized community of interest (COI), groups will need to go through an incubation process which is currently being modified.  This incubation process will require license, structure, and someone designated to handle the financial structure for that group.  The financial structure is required in order to reduce risk.  In addition, any existing community would also need to go through some modified process as part of the transition.
  • In terms of project governance, it will be based on existing Jasig project governance.  This is not the only valid model; a number of different structures will be examined in guiding the incubation process going forward.

Board Transition Plan:

  • Current discussion involves a 4 – 4 – 4 plan.  4 Board Members to come from the Jasig Board, 4 from the Sakai Board, then elect 4 new members.  Appointed members would be phased out and replaced by elected members over time.  One change of note is that anyone nominated would have to be nominated by a member organization.  Maggie Lynch expressed concerned about the size of the new Board as studies indicate that when you get above 8 or 9 people, the group is too large.
  • Financial – a sub group of the Joint Working group consisting of Treasurers and EDs was working in this area.
  • More work is needed on this transition plan and will be reported in the weeks to come.
  • The name for the new organization is still being considered. 
  • Much of the August Board meeting will be dedicated to working through the final details.

With no further business before the board, the call ended at 1:15 p.m.

Respectively submitted,

Mary Miles

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