From: el...@usenix.ORG (Ellie Young)
Subject: BOARD OF DIRECTORS' MEETING
Keywords: USENIX Association
Date: 16 May 90 19:51:53 GMT
Organization: Usenix Association Office, Berkeley
Posted: Wed May 16 20:51:53 1990
Below is a summary of the regular meeting of the USENIX Board of
Directors held on April 6, 1990 in Berkeley, California. This
summary will also appear in the May/June issue of ;login:. A
long-range planning session was held on the preceding day, and
a report on this will be forthcoming.
- Ellie Young, Executive Director, USENIX
Summary of Board of Directors' Meeting
Berkeley, CA, April 6, 1990
The regular quarterly meeting of the USENIX Board of Directors was
convened at the Claremont Hotel in Berkeley, CA on April 6, 1990.
Attendance: Stephen C. Johnson, Rob Kolstad, Marshall Kirk McKusick,
Sharon Murrel, Michael D. O'Dell, Alan G. Nemeth, John S. Quarterman,
Deborah K. Scherrer, Ellie Young, Judy DesHarnais, John L. Donnelly,
Rick Adams, Dan Appelman, Peter Collinson, Ed Gould, Dan Klein, John
Mashey, Evi Nemeth, Sonya Neufer, Barry Shein, Dave Taylor, Max
DesHarnais said that 34 attendees had requested child care information
at D.C. and only one utilized the service.
D.C. '90 Conference
DesHarnais reported that there were 1,485 attendees, and that
perhaps being in Baltimore the previous June and having less room for
tutorials at the Shoreham affected attendance. Everyone agreed that the
overall evaluation of the conference was good.
DesHarnais reported that 492 people had registered to date, and the
two half-day tutorials on Macs were under-enrolled. There was a discus-
sion regarding tutorial speakers' expenses and it was suggested that we
do an analysis of all speakers' expenses. Young was asked to find a
chair to present a proposal to have another conference next year.
1994 Winter Conference
Young informed the board the UniForum's dates had changed to
February 14-18, and it was decided to move the USENIX conference back to
the week of January 17 in order to have enough time between the Winter
and Summer meetings.
1994 Summer Conference
Proposals from San Francisco, Anaheim and Boston were reviewed, and
it was decided to hold this conference in Boston. Even though the cost
was higher there, we felt we needed to serve the east coast members by
holding a conference in that area.
Complimentary Registrations at Conferences
Young asked for guidance from the Board as to whether the present pol-
icy reflects an accurate picture. She pointed out that a complimentary
registration at Anaheim will have an incremental cost of $110 per.
Everyone agreed that we are comfortable with the present number of
comps. It was decided that the organizer of the alternate track be
given the same perks as the technical program chair, and that speakers
for that track be given comp registration.
Distributed & Multiprocessor Systems II Symposium
The proposal from Spafford and Leach was accepted with an amendment
to strike the words ``attendance limited to 250.'' The board felt
that limiting registration in this way would cause difficulty for
members, and suggested that attendance be open.
Commemorative Book Proposal
It was decided that we would not fund Katz's proposal to produce a
commemorative publication that would include history, anecdotes,
memorabilia, and FaceSaver pictures.
Professional Development Seminars
The Houston seminar netted $4,700 with 40-42 people attending each
tutorial. Donnelly felt that it was more successful because of
considerable support and assistance from the Houston UNIX Users Group
(Hounix). It was agreed that we should go ahead with another one in
Donnelly passed out a draft of a flier that would be mailed to univer-
sities, student ACM chapters, and local user groups. Forty-six
volunteers had signed up.
The projected FY 1990 budget contained adjustments made during the D.C.
board meeting, as well as corrections for member dues income.
O'Dell felt that a committee for allocation of funds for emergencies
in between board meetings is a prudent thing to do and it was agreed
that we allocate $10,000 in FY '90 for creation of a miscellaneous fund.
The $3,000 in additional funds for a T-1 Link and phone installation
charges for the terminal room was approved.
It was agreed to take the $5,000 for scholarship and apply it to ex-
pand the pool of potential applicants to include undergraduates.
Young and O'Dell reported that the journal was a full cycle behind
in publication schedule, due to the problems in securing permissions
for the use of music being used on the CD. It was suggested that other
issues be substituted for this one until the matter is resolved.
Anaheim Technical Program
Mashey reported that the program was in reasonable shape and there
were good papers. It was suggested that we have examples of the
abstracts and subsequent final papers available as a guide to authors,
and that examples of good and bad extracts could be published in
Various people brought up scenarios for criteria on how to handle a best
paper/presentation award. Mashey said he will figure it out.
Paper Review Process
Murrel stated that there were problems with feedback from the
program committee regarding the review process. A large number of
authors received slips with comments that did not contain enough
instructions to help guide them with their next paper. Klein and
Murrel would work on a summary form.
Report on Transactions with Interested Directors
Appelman summarized his report on transactions, and these standards
would apply to the Executive Director as well. Under Delaware and
California law, transactions with interested directors are perfectly
legal when the required procedures are followed:
1. The transaction must be approved either by a majority vote of
the disinterested directors or by the voting members of the
2. If neither of these is possible, the transaction must be
demonstrably fair, both substantively and procedurally.
3. All material facts must be fully disclosed and considered by
the Board prior to its approval.
4. The directors should make certain that their approval, and the
discussions preceding that approval, are fully documented in
the records of the meeting. If the approval is by committee,
there should also be minutes of the committee meetings.
5. Each director must be pro-active with respect to the duties
owed to the Association. These include the duty to proceed
legally and within the authority given by the Board; the duty
to exercise due care in making decisions and carrying out
assignments; and the duty to act as a fiduciary in the best
interests of the Association.
Appelman stressed that the fuller the disclosure the better. Board
members' responsibilities are primarily to the members, and these
go past the legal dimension.
Adams reported they had 1,400 sites, and there was the continuing
problem of meeting the demand. They need to pay Sequent for upgrades
soon, and would USENIX be willing to lend UUNET $40,000? Adams
proceeded to make a full disclosure of the details and the need to
keep net cash available rather than putting it into the upgrade.
It was agreed to extend a loan of $40,000 to UUNET, principal
to be paid off over installments over the next 8 months at an
interest rate and terms to be negotiated.
University of Capetown Request
Appelman said he had received an invitation from the University of
Capetown (UCT) to write to the Department of Commerce for a
clarification as to their status under the law as being an apartheid-
enforcing agency. If we were to get a determination from the U.S. that
they are not an apartheid-enforcing agency, we could make them members.
Nemeth went over the past history of this issue. A discussion ensued
regarding legal and ethical implications about restricting membership.
It was suggested that we schedule a discussion for the June meeting
on whether to proceed with a determination from the Dept. of Commerce,
and to explore the various issues of the power and obligations of the
Board of Directors to limit memberships.
Quarterman reported that the D.C. Standards BOF at the D.C.
conference had gone well. He had also attended an IEEE standards
policy seminar and an IEEE Computer Society Standards Activities
Board meeting. These facilitated writing the USENIX ballot on IEEE/CS
Technical Committee on Operating Systems (TCOS) procedures. However,
he had not turned in USENIX ballots for 1003.1b or 1003.4 due to lack
of time. There is a movement afoot, partly among the Institutional
Representatives, to limit the rate of appearance of new IEEE standards
committees by limiting the approval of new Project Authorization
Requests (PARs) at the next IEEE TCOS meeting in April in Utah.
International Standards Committee Report
Pursuant to a proposal by Dunlop at the previous board meeting,
lengthy discussions had taken place among representatives of EUUG,
USENIX, AUUG, and JUS about the possibility of an international
umbrella grouping of UNIX-related user groups for the purposes of:
(1) tracking the growth of UNIX-related standards; (2) reporting
on them; (3) obtaining some form of official representation to
ISO/IEC JTC1 or SC22 (the parent groups of WG15), and (4) sharing
costs. A letter of invitation had been drafted in hopes that the
four groups mentioned above could send it to other user groups.
Quarterman reported the recommendation of the USENIX subcommittee
on this topic to have USENIX approve sending the letter of invitation
with the understanding that any actual decisions on joining anything
would be made by the whole board.
Next Board Meeting
It will be held at the Marriott Hotel in Anaheim, California,
beginning June 10 and continuing on June 11.