Tuesday, 23 JAN 2018

Meeting of the Board of Directors and Committee Chairs

Date: 2018-01-23

Location: Via conference bridge

Start Time: 20:02 UTC

Present:

  • Eli Scher, Chair

  • Aaron Hughes, Vice-Chair

  • Matt Griswold, Secretary

  • Corey Gallon, Treasurer

  • Rob DeVita, Director

  • Sagi Brody, Director

  • Aiste Buinauskaite, Executive Director (minute taker)

  • Richard Wolfram, Open-IX legal counsel

  • Eric Ballard, Vice-Chair IX Group Committee

  • Chris Phillips, Chair IX Group Committee (excused)

  • Jim Grady, Chair Data Center Committee (unexcused)

 

Absent:

  • Frank Rey, Director (excused)

  • Carla Sanderson, Co-Chair Marketing Committee (excused)

  • Chris Grundemann, Chair BCOP Committee (excused)

  • Mona Weisberg, Co-Chair Marketing Committee (excused)

  • Eric Ballard, Vice-Chair IX Group Committee (excused)

 

Minutes of the meeting:

  1. The Chair called the meeting to order at 20:02 UTC

  2. Adoption of Meeting Minutes 2018-01-09

It was moved by Aaron Hughes, and seconded by Robert DeVita, that:

“The Open-IX Board adopts the January 9th, 2018 Meeting Minutes, as written.”

The motion carried with no objections.

  1. Committee Updates (led by the Chair)

    1. Data Center (led by Jim Grady)

      1. Jim updated that they have a new prospect for joining the committee.  

      2. Pipeline review

      3. Accounts receivables review

      4. Robert DeVita stated that he would like to see DC Committee and IX Committee to come back with a better process for renewals, and to have auto renew language in the contracts.

    2. IX (led by the  Chris Phillips)

      1. Chris Phillips stated that they possibly have added two members to the IX Committee. Chris stated he will reach out to these members to double check if they are committed.

      2. Chris Phillips stated that he nominated Eric Ballard to be the Chair of the committee as he will be travelling extensively for the next six months. Chris Phillips will still participate as Vice-Chair.

      3. Richard Wolfram proposed IX Committee complete their committee charter, as this will also help Richard be more extensive about the Committee in the ANSI application.

    3. Marketing (led by the Chair)

      1. Robert DeVita stated that there is a meeting scheduled the following day with Mona Weisberg, Aiste Buinauskaite, Aaron Hughes, Sagi Brody, Robert DeVita and a PR vendor. There will be an update for the board after the meeting.

      2. Future events.

  2. Bylaws review. (Chair to lead)

    1. Eli asked if there are any further comments/changes to propose regarding the bylaws.

    2. Robert DeVIta agreed with Corey Gallon’s suggestion via email which was to add a dual provision for quorum such that we can meet with a minority of the board but need a majority of the board for “major decisions”.  

    3. Robert DeVita suggested to see if there is a way that we could handle non voting matters at a board meeting without quorum, and that it could be as simple as not calling it a board meeting, but that wouldn’t take away the minute taking. Robert stated that if the org could figure out a way to take table votes without a quorum, but maintaining the minute taking and documentation of votes, then action things could be taken care of in a more timely manner.

    4. Aaron stated that we could do that through committee minutes. Robert DeVita suggested that we will do meetings even if quorum is not met, we will just not call them board meetings.

    5. Eli stated that it probably needs some language in the bylaws regarding this.  It is still a board meeting, no business may be transacted but it still is a gathering of the Board Members and needs to be minuted.

    6. Corey Gallon stated that the formality of releasing minutes seems counter to the desired informality. He explained that the reason he suggested this in the first place is that the other organizations he has been a part of had issues with the members not being able to show up, and even though the org still want to move things forward as opposed to canceled and rescheduled meetings. The way that this has been dealt with elsewhere and proven effective is when these 2 levels of quorum are implemented. The first being where the org could effectively have a meeting, process business, decide on inconsequential matters that don’t require a formal vote from the Board so that business continues, and then to the extent that when there are matters that require a formal vote, then a higher level of quorum is needed in order to action those types of items.

    7. Aaron once again asks that everyone takes a thorough look through the bylaws so that we do not have to change them again anytime soon.

    8. Eli asked to work with Corey and come up with the language. The Board may also meet when quorum is not met and such meeting would be minuted. Corey stated that the Board may meet without a quorum to action business that does not require a formal vote from the Board. Aaron agreed to make this update and send this out to the Board and membership.

  3. Open action items (led by the Chair)

    1. none

  4. Any other business (led by the Chair)

    1. ANSI (American National Standards Institute)

      1. Richard Wolfram updated on the ANSI Application.

      2. Eli suggested everyone should read up on ANSI and be familiar enough so that value could be gained from this investment and value could be shared. Richard Wolfram agreed and stated that there is regular webcasts that everyone could join and learn from.

      3. Discussion about legal council budget regarding ANSI application.

    2. Auto renew contracts

      1. Aiste Buinauskaite asked about the auto renew policy in certification contracts and what is the the procedure to implement that. Eli and Robert answered that IX Committee and DC Committee will propose this change and then send this to membership for feedback.  

    3. Finance and accounting contracts

      1. Corey Gallon gave an update on the conversation Eli and Corey had with an accounting firm that Eli has worked with. Corey stated that the purpose of getting this third party perspective is very much focused on snapping a line and to make sure that going forwards we have an appropriate foundation for our financial accounting and very much less of a concern about some measure of impropriety in the past. Corey proposed that prior to the next session he will circle back with Eli and come back with a recommendation by the next meeting.

      2. Sagi Brody stated that he will also make an introduction to a firm that is cost effective and quality.

  5. Meeting adjourned at 20:56 UTC