TPI Board Meeting Minutes December 2, 1997 Present: Tom Christiansen, Sharon Hopkins, Larry Wall, Randal Schwartz, Chip Salzenberg Absent: Jon Orwant (proxy to Larry Wall) 1) Corporate Identity and Status Discussed: * Forming new TPI corporation in Florida: recommendation from Tom that we retain original coporation because of cost and process involved in forming a new one; no board action required. * Perl Store: comment by Larry that Nelson has asked to continue running perl store, including use of logo, tshirt sales, and ORA drop shipments; no board action required. * Debt claims by former Executive Director: suggestion by Randal that TPI board should request itemization of Nelson's out-of-pocket expenses; Randal agreed to personally guarantee $10,000 if Nelson moves firmly for financial reimbursement. * Tax return for 1997: Chip does not have necessary data; recommendation by Tom that TPI use Randal's tax attorney for TPI's returns. >>>> ACTION: Randal to get all relevant records from former E.D. and use them to talk to accountant, also to give accountant contact info for June Salzenberg (Financial Manager) and Tom Christiansen (Treasurer). * Fiscal year: begin/end dates not known. >>>> ACTION: Chip to determine fiscal year and contact tax attorney. 2) Membership Structure Current membership rates are exponential; rate does not reflect cost to TPI of membership but is "just for fun". Question by Tom: why have membership at all? Comment by Randal that people like having someplace to write a check to, to support Perl. General agreement that lifetime memberships are bad; the 24 existing life memberships will persist, but new life memberships should not be supported in future. MOTION: by Chip Salzenberg, seconded by Randal Schwartz, to eliminate all eternal memberships. (Existing 24 life memberships will be honored.) CARRIED. >>>> ACTION: Chip and June to determine actual membership cost. Chip reports we have an offer to host perl.org, track member list, and proivde credit card processing, which would get membership processing cost down and eliminate need to pay Alan. General agreement from board that this would be a good thing. No board action required. 3) Newsletter TPJ relationship: TPI members do all get a membership in TPJ. It would be desirable to be on the cover; quarterly column should suffice. >>>> ACTION: Chip to talk to Jon regarding the TPI/TPJ relationship and status quo 4) Cooperation with Perl Entities * Perl Conference: report by Chip and Larry that Tim O. has requested referees for the next Perl Conference (Aug. '98). >>>> ACTION: Tom to ascertain by end of week (12/6/97) whether there is or will be co-involvement between ORA and USENIX on the next Perl Conference. >>>> ACTION: Chip to discuss with Tim during Thurs (12/4) conference call. * Perl Clinic: Chip plans to promote the Perl Clinic as appropriate. No board action required. 5) Corporate Sponsors >>>> ACTION: Chip to discuss with Jon Orwant, who may have suggestions on how to acquire corporate sponsors. 6) Financial Manager's issues * Membership list: Sharon does not have a copy. >>>> ACTION: June to request current list from Jon. * Proposals: (1) that the Financial Manager will handle any deposits; (2) that the signature of the Executive Director be required for any disbursements; (3) that the Treasurer will receive detailed reports monthly for signature of approval; (4) that the entire board receives quarterly financial reports. Verbal approval from Treasurer. 7) Internet Presence Account and password changes made. Chip to work with his volunteer to improve TPI internet presence and web page. 8) Board Meeting issues >>>> ACTION: Sharon to determine whether a bylaw change is needed to allow board meetings over IRC, and to verify that board meetings can be announced via email. 9) Compensation for Executive Director Chip wishes to wait until TPI has money, and until he has a better handle on TPI finances, before his pay is determined. Item postponed. MOTION: by Randal Schwartz, seconded by Larry Wall, that Chip Salzenberg as Executive Director is authorized to expend up to $500/month, with a monthly report to the board of expenditures made. 10) Scheduling of Board Meetings Recommendation by Chip that board meetings be held as needed, quarterly at a minimum. No board action required. 11) New Member Previous board resolution to invite Tim O'Reilly to join TPI board was approved. >>>> ACTION: Chip to invite Tim to board during their conference call. Meeting Adjourned. Respectfully submitted, Sharon Hopkins TPI Board Secretary