Item 99. Minutes of the May 24, 1999 Meeting of the Grex Board Jan Wolter (janc) Tue, May 25, 1999 (12:06). 260 lines, 30 responses. Cyberspace Communications May 1999 - Board of Director's Meeting Minutes Presiding: John Remmers (remmers) Recording: Jan Wolter (janc) Other Board Members: Mark Conger (aruba) Dan Gryniewicz (dang) Scott Helmke (scott) Steve Andre (steve) [arrived late] Misti Tucker (mta) [arrived late] Members of the Public: Glenda Andre (glenda) Andrew Lanagan (drew) Jennifer Kriegel (jiffer) Arlo Mates (arlo) Valerie Mates (valerie) Mary Remmers (mary) Dan Romanchik (danr) AGENDA ITEM 15779: Gavel Banging - At 7:09pm, John Remmers banged . AGENDA ITEM 621: Chairman's Report - John Remmers reported that he has reserved the kids room at Zingermans for board meetings on the fourth Mondays of July and August, but could not get it for June. - Board agreed to meet at an alternate location in June - probably at the Michigan Union. AGENDA ITEM 16154: Treasurer's Report - Mark Conger presented the monthly treasurer's report for April. The full report is available on-line in coop item 93. * April was our fifth consecutive month in the black, which is especially good because it isn't usually a good month. Total Income: $836.25 Total Expenses: $489.30 New Members: 3 - Mark Conger presented a preliminary report for May. So far, May looks less spectacular, but will probably come out in the black just because we don't have to pay a phone bill next month (because of Ameritech rebating our past taxes): Income to Date: $343.00 - Mark Conger presented the current status of the auction: * More items have been paid for and delivered Open Items 3 Closed, Unpaid Items 4 $32.00 (these won't be paid for) Paid, Undelivered Items 22 $424.00 Delivered Items 220 $1376.76 --- -------- Total Auction Income $1800.76 * The last "deadbeat" paid up. This is all the money we are going to get from the auction. * Thanks to Mark for his efforts in collecting all this money, and his continuing efforts to see that all the items get delivered. (I forgot to say this during the meeting.) - Mark Conger took the opportunity to remind several people present about undelivered auction items. General discussion broke out. John Remmers pounded . AGENDA ITEM 420012: Publicity Committee Report - Misti Tucker, the Publicity Czar, was not present yet. No one else had anything to say. AGENDA ITEM 10920320: Technical Committee Report - Valerie Mates reported a continued steady flow of vandals, including one persistent fork bomber. Staff and robocop are coping. - Scott Helmke says lots of people are using Grex to make http attacks on other systems. We don't allow outgoing telnet partly because we want to discourage people from using Grex as a platform from which to attack other systems, but http is being steadily abused this way. Staff really doesn't want to limit web access from Grex. There seems no simple way to even detect these kinds of things reliably on Grex. About the only thing that could be done would be to develop a very smart firewall that monitors outgoing http requests for things that look like attacks on other systems. This doesn't seem practical at this time. - Valerie Mates says that there have been some problems with disks filling up. Discussion of the UPS was postponed since STeve Andre was not yet present. Jennifer Kriegel arrived, and helped to alleviate a chair shortage. John Remmers pounded out a . AGENDA ITEM 16167: Ann Arbor City Guide Listing - John Remmers presented a proposed new wording for Grex's listing in the Ann Arbor City Guide. Various small modifications were suggested. The final text is: Grex. Open-access computer system offering a wide range of discussion forums covering topics from cooking to politics to space travel, for people of all ages. Also offers minimal internet access. There is no charge to use Grex, but frequent users are encouraged to become members and participate in cooperatively running the system. Discussion forums are accessible via Grex's website at www.cyberspace.org. To access other services, including email and chatrooms, telnet to cyberspace.org or have your modem dial (734) 761-3000. Users meet at Gallup Park for a walk every Sat. 10:15 a.m. For further info, call Dan Romanchik (734) 930-6564. - John Remmers will send this in to the Observer. AGENDA ITEM 420350: Credit Card Info - Dan Gryniewicz has entered an excellent item discussion this in coop (see item 94). - Board members STeve Andre and Misti Tucker arrived. - The board mainly discussed the two options that had been recommended by Dan Gryniewicz and Dan Romanchik in the item. Charge Solutions Plan 4: * No monthly fee * Per transaction fees of $0.85 + 2.50%. The 2.50% number may have fluctuated upward. * They provide the secure server. * We get credit card numbers, so we can use them as ID to validate members, and we can offer people the option of renewing there membership without having to resubmit their credit card numbers. * There is a $175 one-time startup fee. * "Cyberspace Communications" appears on donor's credit card statement. Billpoint: * No monthly fee, no start-up fee. * Per transaction fees of $0.40 + 3% for amounts over $7, and $0.20 + 5.5% for lower amounts. * They provide the secure server. * We don't get credit card numbers, so people wanting net access would also have to send in ID, and we couldn't do automatic renewal. * "Billpoint" appears on donor's credit card statement. - The board generally felt that Charge Solutions better suited our needs. - Motion by Mark Conger: We authorize Dan Gryniewicz to pay up to $200 to set up a merchant account and to gain access to a secure server so Grex can accept credit cards. Seconded by Scott Helmke. Motion Passed 7-0-0. AGENDA ITEM 420025: Uninteruptable Power Supply - Grex is now running on an Uninteruptable Power Supply (UPS) that STeve Andre found and purchased at a Ham Swap in Ohio. It is a 1.5kVA commercial grade UPS made by Liebert and weighing about 150 pounds. It has been stored for a while, so the batteries may not have a full life left. Replacement batteries typically cost about $100 for a full set and last maybe three years. - It has been tested and seems to work. We can probably count on it lasting through power interruptions as long as three minutes. By replacing the old power conditioner, it should give us good clean power, with less wastage, and thus reduce our electric bills. No new power measurements have been made. Scott Helmke will do this soon. - The UPS has an ethernet port. We will probably work on developing software to shut Grex down cleanly when we detect a longer power outage. - Motion by Jan Wolter: We reimburse Glenda Andre $175 for a UPS. Seconded by Mark Conger. Motion passed 7-0-0. - $119 of the price of the UPS will come from the UPS fund. The other $56 will be paid out of the General fund. - Scott Helmke says Jim Deigart donated a power meter, but in his initial tests, he hasn't been able to get it to work. Rick Green has also offered us a power meter. - STeve Andre says he has a source for 4M Sun SIMMs for $4 a piece. This is a really good deal. There was some discussion of how many more SIMMs we need. - Motion by STeve Andre: We authorize STeve Andre to spend up to $100 for additional memory. Seconded by Dan Gryniewicz. Motion passed 6-0-1, Mark Conger abstaining. AGENDA ITEM 284156816: Future Planning - Last month we talked about having a "Future Planning Meeting". Jan Wolter had entered a discussion item in coop. But the originally suggested time didn't work out for people and the meeting didn't get scheduled. - John Remmers will attempt to reschedule this meeting. - STeve Andre says Grex needs more drive enclosures. AGENDA ITEM 10929108: Inventory of our stuff - Mark Conger, Jan Wolter, and Dan Gryniewicz took an inventory of items of non-trivial value in the pumpkin. Mark will be typing it all in. - John Remmers pounded with his mighty gavel. AGENDA ITEM 418660: New Business - Shortly before the meeting, we received a letter from an ACLU attorney asking Cyberspace Communications to be a plaintiff in a lawsuit aimed at overturning a new Michigan law restricting speech on the internet. Board wants to know more about the law, but is willing in principle. Online discussion is needed. Dan Gryniewicz has entered coop item 98 for discussion of this. - Jennifer Kriegel has been working on planning GrexStock 99. The board denies having any say or authority in the planning of GrexStocks, but many individuals think her idea of going to Sleep Bear Dunes is an excellent one. - John Remmers' gavel pounded out . - Mark Conger requested that the board make a policy for how to handle cases where a board member falls behind on their dues. The bylaws say board members must be members. The following policy was suggested: If a board member is late paying his or her dues, the treasurer will inform the entire board by e-mail. If he or she has still not paid by the time the "New Business" item is reached at that meeting, the board will consider the matter and take appropriate action. This may include, but not be limited to, declaring a board member's seat vacant, or holding a collection to pay the dues. The general opinion was that allowing an extension is not an option. Board members dues must be paid up for them to be able to serve. John Remmers felt that since this wasn't particularly urgent (all board members are paid up through next month), and since it had not been discussed on-line, we shouldn't vote on this this month, so the item was deferred. AGENDA ITEM 418660: Gavel Cessation - John Remmers moved, seconded and passed a motion to adjourn, and delivered one final of the gavel. 30 responses total. ---------- (99) #1 John H. Remmers (remmers) Tue, May 25, 1999 (12:32). 1 line. As always, Jan has promptly posted an excellent set of minutes. Thanks. ---------- (99) #2 Kevin Albaugh (albaugh) Wed, May 26, 1999 (02:31). 4 lines. Thanks to all board members! :-) Can someone please define "http attack" and what it's intended to accomplish? I have a sneaking suspicion what this is, but I'd like to hear from an expert. ---------- (99) #3 Marcus Watts (mdw) Wed, May 26, 1999 (02:57). 1 line. Hopscotch. ---------- (99) #4 Scott Helmke (scott) Wed, May 26, 1999 (06:58). 2 lines. It's a way to exploit programs on a remote system that are both Web-oriented and not very secure. ---------- (99) #5 Mark A. Conger (aruba) Wed, May 26, 1999 (14:14). 3 lines. THanks Jan. In the text of the proposed policy on board member dues, "that meeting" should be "the next board meeting". (Otherwise it doesn't make sense without the sentence you crossed out.) ---------- (99) #6 Kevin Albaugh (albaugh) Wed, May 26, 1999 (18:00). 2 lines. And so the advantage of doing this from grex, even using lynx, is that it can be done so anonymously? ---------- (99) #7 Jan Wolter (janc) Wed, May 26, 1999 (22:18). 5 lines. Right. Most of these attacks could be launched from any computer in the world with a web browser. People only use Grex to add another level of indirection to the attack, in hopes that it will be harder for people to track them down. Shutting http down on Grex wouldn't keep anyone from being broken into. ---------- (99) #8 Joel N. Weber II (devnull) Tue, Jun 1, 1999 (00:46). 13 lines. It would be possible to require everyone to go thorugh a proxy server for web access, though I'm not sure whether this would actually help. (And it would make things slower if the proxy server in question runs on grex itself.) It seems like it might be reasonable, rather than worrying about an elaborate procedure for dealing with deliquent board members, to just define it to be the case that you have to be a member to be elected, but once you are elected as a board member, you remain a board member regardless of whether you are a member. Is it the case that grex would have been in the black all these months if we didn't have the massvie tax rebate on the phone bill? ---------- (99) #9 Jan Wolter (janc) Tue, Jun 1, 1999 (10:15). 14 lines. I think next month is the first one where the rebate hits. The last five months were natural events. Basically, the treasurer was uncomfortable with having to create his own procedure for handling this. He normally gives members a bit of a grace period before turning off their member access, just to be civil. I think he was thinking that maybe he ought to extend the same courtesy to board members, but felt board members shouldn't be able to continue to serve without paying at his sole discretion. But when the board discussed it, we decided that there should be no grace periods for eligability to operate as a board member. This simplifies the decision, but there is still the question of how long a board member's dues can go unpaid (thus rendering that person ineligable to vote on board motions, etc.) before we declare the seat open and call a vote for a replacement. ---------- (99) #10 Mark A. Conger (aruba) Tue, Jun 1, 1999 (11:42). 28 lines. Jan is correct about the rebate - we were in the black without it from December to April without it, and will be in May with it. What Jan said about the motion regarding board members' dues is essentially correct, too. Normally I give people a grace period in which to renew - this results in more people renewing; there are a lot of people who renew late, because I pester them until they do. I normally give people 2-3 weeks grace period. (BTW, for those of you reading this and thinking "cool! I can be late and get away with it!" (I know you're out there) - I prefer not to have to pester people; it's really not much fun for either side. And I get pretty annoyed when people "string me along" by promising to pay again and again and taking forever to do it. So while I'm a reasonable guy, I will appreciate it if you pay on time.) Anyway, there's more at stake in the case of a board member who doesn't pay his or her dues. While the treasurer certainly has the authority to decide when a regular membership has expired, and to remove that person from the membership rolls, it's rather a bigger deal to declare a board member's seat vacant. I asked the board to either specifically grant that power to the treasurer, or agree on a procedure for deciding the issue itself. The proposed policy which Jan copied into the minutes was dang's idea, reworded by me. devnull's proposal is also a valid way of dealing with the issue. However, Grex has almost always taken the position in the past that people shouldn't be granted memberships for work performed, only for cash on the barrelhead. (The only exception being that ken was granted a lifetime membership for hosting Grex in his warehouse for its first 3.5 years). ---------- (99) #11 Rane Curl (rcurl) Tue, Jun 1, 1999 (12:50). 16 lines. The option "or holding a collection to pay the dues" is not valid, as the board cannot force anyone to be a member by paying their dues. Joining a membership-based organization is an act only an individual can validly do for themselves. I realize that lots of people have memberships given to them or "bought for them" in many organizations, though most of those involve titular memberships, not ones carrying legal responsibilities and authorities. Some people are given Grex memberships but if they don't refuse to accept them, they have implicitly accepted membership. This is a rather trivial matter for most memberships, which are just associated with donations, but raise more serious questions if the person is a board or staff member (an elected or appointed individual). If all this seems pointless, consider buying Feiger a membership in the NRA, and then holding him responsible for being an NRA member. Such a membership would be solely titular, but who "pays" makes a big difference. ---------- (99) #12 Steve Gibbard (scg) Tue, Jun 1, 1999 (14:55). 3 lines. I'm assuming if a board member doesn't want to be a member, they can say so and people won't hold the collection, or they can refuse the gift membership that would result from the collection. ---------- (99) #13 Rane Curl (rcurl) Tue, Jun 1, 1999 (15:02). 6 lines. Personally, I'd not mention or suggest a collection. A primary role of a board member in any organization is to provide support or access to support. If a board member declined (even out of necessity, but then might wonder how they eat, house, travel, clothe, etc) to pay dues, that's their way to resign. ---------- (99) #14 Misti Tucker (mta) Tue, Jun 1, 1999 (16:09). 8 lines. Re: resp:9 We already have a precedent for that number in that if a board member fails to attend 3 meetings in a row, the seat is declared open. How much does it matter if the board member is there but can't act? ---------- (99) #15 Mark A. Conger (aruba) Tue, Jun 1, 1999 (17:00). 1 line. Sorry, Misti - I didn't follow that. What were you responding to? ---------- (99) #16 Dave Lovelace (davel) Tue, Jun 1, 1999 (20:59). 8 lines. (Pretty clearly it related to Jan's statement "... but there is still the question of how long a board member's dues can go unpaid (thus rendering that person ineligable to vote on board motions, etc.) before we declare the seat open and call a vote for a replacement.".) Re 11: Rane, AFAIK there is no requirement that staff people be members. In general, they are, and there are good reasons for this practice, but I don't think it's a requirement. ---------- (99) #17 Rane Curl (rcurl) Wed, Jun 2, 1999 (01:13). 2 lines. Dave, I hadn't really thought out the matter in regard to staff, so you are quite right to question it. I withdraw that thought. ---------- (99) #18 Jan Wolter (janc) Wed, Jun 2, 1999 (13:24). 6 lines. If a person doesn't want to continue as a board member they can resign. If they are willing and able to continue to serve, but are so broke that they can't come up with membership money, then of course it is possible to buy them a gift membership. Even if we had some reason for not wanting to allow that, then how would we know if they were paying us their own money or if someone had slipped them $6 under the table? ---------- (99) #19 Rane Curl (rcurl) Wed, Jun 2, 1999 (13:39). 3 lines. As long as they took responsibility for paying their dues. We don't ask how or where any member gets the money to pay their dues. But a board member that has been bought? ---------- (99) #20 Big Snauf (lilmo) Wed, Jun 2, 1999 (19:07). 6 lines. Since it doesn't matter where the money comes from, if the member takes responsibility for it (by accepting the membership); then take out the "collection" clause in the proposed policy. Also, I suggest that the policy, if a part of the bylaws, be a bit less specific about the point during the meeting that is the hour of reckoning. Let the board decide when to bring it up when it is an issue. ---------- (99) #21 Misti Tucker (mta) Wed, Jun 2, 1999 (19:17). 2 lines. The reason for having it be quite specific is so that no one needs to "be the bad guy" when the time comes. It seems like a good idea to me. ---------- (99) #22 Rane Curl (rcurl) Wed, Jun 2, 1999 (20:56). 5 lines. If a board member's dues are not current they can't be considered 'present' as a board member. I am on the board of an organization where the secretary announces just before a meeting starts who is in arears on their dues, and there is a scramble to pay. Very amusing, since they several prior written notices. ---------- (99) #23 Mark A. Conger (aruba) Wed, Jun 2, 1999 (23:34). 8 lines. Re #20: This isn't a motion to amend the bylaws, just a motion to make a policy. I think Misti said it very well in #21. Re #22: I suppose we could do it that way. Sometimes people arrive late, though, and it's common for people to pass me money during the meeting. So I thought it would be good to give them until the end (keeping in mind that their votes don't count if they're not paid up). Besides, if the board didn't discuss the matter under "new business", when would they discuss it? ---------- (99) #24 Rane Curl (rcurl) Wed, Jun 2, 1999 (23:46). 9 lines. Discuss what matter? Whether dues are current and a board member may "sit" is a matter of fact, and can be announced when the roll is taken. People arriving late doesn't matter - they may not "sit" as board members until their dues are paid. Do you mean, when should the vacancy be filled? In new business. But this is all theory. There is no problem to address unless an elected member just refuses to pay dues due. Then it is clear that there is a vacancy to fill. Of course, vacancies don't *have* to be filled when they arise - or ever for that matter. That's up to the board. ---------- (99) #25 Mark A. Conger (aruba) Thu, Jun 3, 1999 (11:17). 14 lines. There would be something to discuss if the board member said he just couldn't afford it right now, but will be able to soon (an explanation I hear not infrequently from regular members), or (more likely) if the board member hasn't paid and didn't come to the meeting. As you know, Rane, Grex board meetings are open to the public, and we always meet in a place that has chairs, so anyone may "sit" at a board meeting, whether they have paid dues or not. This is perhaps different from the way most boards of directors function. (I think we agree, though, that board members shouldn't be allowed to vote on motions if their dues are not current.) What would that board which reads names at the beginning of the meeting do if a delinquent board member arrived late? ---------- (99) #26 Rane Curl (rcurl) Thu, Jun 3, 1999 (12:47). 12 lines. Board members can come late (or leave early) from a meeting. The minutes should record such arrivals and departures, so who is in attendance (of board members) is on the record at all times. I put "sit" in quotes to refer to a board member in official attendance. Whether a board member can afford dues or not isn't the point. That is a personal matter with which the board should not be concerned *as a board*. The only question is whether dues are current. It also is not a board matter where a person gets the money to pay dues (although a person really should step down if they expect to be in jail for any significant period of time). ---------- (99) #27 Mark A. Conger (aruba) Thu, Jun 3, 1999 (13:10). 2 lines. Rane do you object to the policy proposed in the minutes? If so I'm afraid I've lost the thread of your argument. ---------- (99) #28 Jan Wolter (janc) Thu, Jun 3, 1999 (13:22). 6 lines. I think we may be over-analyzing a pretty trivial thing. This is a board policy describing how the board will handle a particular situation that basically effects only the board. The board isn't really in any way bound to follow it, since they could change it at any time. It's a pretty trivial operational procedure for how the board will implement the existing bylaws. ---------- (99) #29 Rane Curl (rcurl) Fri, Jun 4, 1999 (00:37). 6 lines. I think it is pretty trivial too, and if I had been at the board meeting I would have suggested not including that bit about a collection to pay the dues, since it wouldn't be done for others, and it might have been accepted (or not) and be over with in a few seconds. But this medium gives us all an opportunity to pontificate at length upon the trivial... and we do. ---------- (99) #30 John H. Remmers (remmers) Tue, Jun 8, 1999 (14:02). 6 lines. The policy will be up for a vote at the next regular board meeting. I favor keeping it simple and just require that the board member be paid up by the end of the meeting. Trying to spell out ways in which this could be achieved adds nothing, and I agree with Rane that how the member comes up with the money isn't and shouldn't be the board's concern.