Association of Lisp Users, Inc. (ALU) 14 December 2006 Board Meeting 22:00 hours UTC Minutes Rev. 1 Meeting held via telephone with the following board members present: Officers present: (V) = Voting member of the Board (NV) = Non-Voting Ernst van Waning, Pres.(NV) Peter Lindahl, Sec. (V) Members present: Roger Corman (V) Heow Eide-Goodman (V) Kuroda Hisao (V)(:18) Nick Levine (V) Duane Rettig (V) JonL White (V) President Ernst van Waning called the meeting to order at 22:08 UTC with a quorum of voting members present. Next meeting to be held 04 January 2007 at 22:00 UTC, and approved without dissent. Minutes of 09 November 2006 meeting were approved with one amendment, there was no amendment to the October minutes. N. Levine moved to accept the minutes as amended. D. Rettig seconded the motion. The motion passed. Agenda items: E. van Waning will contact Lispworks concerning possible letter distribution. PayPal payments web interface: N. Levine is pleased to report the payment interface with PayPal is working smoothly. Several payments have been processed successfully. ILC 2003 Conference DVD status: JonL White informed the board that the DVD's are in his possession at this time. JonL reviewed several of the disks and found them to contain approximately one hour each of raw footage from the conference. After several minutes of discussion, it was decided informally to seek volunteers to turn the raw footage into an attractive and creative product suitable for duplication. Reduction of image quality to allow more material per disk was suggested for consideration. Website facelift: No report. Membership letter distribution: R. Corman contacted the owner of Corman Lisp concerning distribution of the membership plea to Corman Lisp customers and affiliates. He seemed agreeable to sharing the letter among the Corman Lisp reader forums. ILC 2007 status report: N. Levine reports that all is going well and on schedule with no hiccups. There are already 10 registrations for the conference with 6 interested in accommodations: a good sign indeed for the future success of the conference. In January, Nick will spend some time setting up the timetables for the upcoming deadlines and events leading up to the conference. Memorandum of Understanding with ILC Ltd. (Attached): A copy of the proposed MOU was sent to the board members for review and comments. With one question of clarification and no changes, the board consensus deemed the letter acceptable. N. Levine made a motion for the ALU to enter into the Memorandum of Understanding as attached, with ILC Ltd. for the ILC 2007 Conference. The motion was seconded by JonL White. The motion passed unanimously. Assistance of ALU members: There was general discussion concerning the level of involvement by members of relatively new acquaintance to the board. Citing concerns over confidential membership data on our server, it was generally agreed that access to the server remain limited to trusted individuals. There are many tasks suitable for ALU members assistance such as; DVD authoring mentioned above, website facelift also mentioned above, and many others. It was determined that the board should offer some of the outstanding tasks to members offering assistance before asking for assistance from the general membership. Membership renewal: N. Levine noted that only three members of the standing board are presently paid-up members. Several board members mentioned not knowing that the memberships in question had expired. Subsequently, it was suggested to add an automatic renewal notice to members whose memberships are expired or expiring soon. N. Levine, who normally makes these modifications to the server, stated he would not be making any changes to the server until after the conference due to the requirements of his paying job. He added that anyone else was welcome to make the changes. No volunteers were immediately forthcoming. Are Extended board members also ALU members question: Answer: Not necessarily. Membership in the ALU is determined solely by paid dues or extensions granted by the board. Membership in the Extended ALU Board is by invitation only by the ALU board of Directors. Membership in the ALU Board of Directors is by election by the standing ALU membership at the most recent conference. The officers are elected by that same ALU Board of Directors immediately following the elections of the Directors. It was decided by consensus that a more detailed explanation should be provided. President van Waning will draft a response to be reviewed by the secretary. It was also suggested the resulting information be placed on the website under an "About" section as an alternative to wading through the ALU Charter and By-Laws already available to the public. JonL White moved to adjourn. D. Rettig seconded the motion. The motion passed unanimously. Meeting adjourned at 22:53 UTC. Peter Lindahl ALU Secretary Attachment: Memorandum of Understanding We, the Board of Directors of the Association of Lisp Users ("ALU"), have established a working relationship with International Lisp Conference Limited ("ILC Ltd"), for the expressed and sole purpose of delegating some of our organizational and financial activity to a British agent, in order to simplify the planning and local arrangements of the International Lisp Conference 2007, in Cambridge UK during April 2007. We, the principal party, entrust such activities to ILC Ltd as a fiduciary agent working on our behalf. We delegate no further direct authority to said company ILC Ltd, nor do we in any way relinquish the Trademark name of our signature conference series, namely the "International Lisp Conference" as hosted by us from time to time. It is expected that ILC Ltd shall restrict its activities to the objectives stated in its Memorandum of Association and copied out below, and that it shall conduct its activities in accordance with applicable British law, under the general supervision of the ALU Board of Directors and in cooperation with its delegated Conference Officers. These officers shall be: Conference Overseer, Conference Treasurer, and the conference's General, Program and Local Arrangements Chairs. We require a full auditing by the ALU Treasurer of all monies accrued or expended by ILC Ltd, whether collected as Conference registration fees or as ALU membership dues or for any other purpose, including the approximately $15,000 already conveyed to ILC Ltd to facilitate preliminary activity. Similarly the ALU will present to ILC Ltd full accounts of all monies which the ALU accrues with respect to the conference, whether collected as Conference registration fees or as ALU membership dues. No accumulation of revenue in pursuit of this Conference or its activities shall remain with the said company after the Conference has ended; all such funds shall be remitted back to the principal party, namely, ALU, Inc. Alternatively if there is a deficit of revenue then the ALU will make good all obligations made by ILC Ltd provided that such obligations either are in ILC Ltd's budget as notified to the ALU, or have otherwise been brought to the ALU's attention and approved. As the ALU is a not-for-profit organization which has run all its past conferences on a volunteer basis, no portion of the revenue through ILC Ltd shall be used as personal expenses (other than approved out-of-pocket expenses in furtherance of the conference), or salaries, or remuneration for labour on behalf of the Conference for any member, Director or volunteer either of the ALU or of ILC Ltd. An exception to this paragraph is granted for the purpose of paying the usual and customary expenses for Invited Speakers. Footnotes: The objectives of ILC Ltd, as stated in its Memorandum of Association, are: 1. To host international conferences relating to uses of the Lisp family of computer programming languages. 2. To use the occasion of, and any profits resulting from, such conferences to provide: information about Lisp to current and prospective users and to the software community at large; and administrative support for Lisp-related projects and local user groups. The Memorandum also states that: ... no director shall be appointed to any salaried office of the Company or any office of the Company paid by fees, and that no remuneration or other benefit in money or money's worth shall be given by the Company to any director except repayment of out-of-pocket expenses... The company's Articles, under the heading "Dissolution", state: If upon the winding up or dissolution of the Company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid or distributed among the Members of the Company, but shall be transferred either to some other institution (whether or not a member of the Company and whether or not in the United Kingdom) having objects similar to the objects of the Company, or to some institution (whether or not a member of the Company) the objects of which are the promotion of charity or anything incidental or conducive thereto, such institution or institutions to be determined by the Members of the Company at or before the time of dissolution. End of Attachment.