Board of Directors Meeting Minutes, April 29, 1999, Washington, D.C.

Attending:Laurence Alvarez , Jill Arnold, Pat Battin, Ron Bleed, Susan Foster, Bill Graves, Brian Hawkins, Polley McClure, Don Riley, Marty Ringle, and Mely Tynan
Also Present:Carole Barone, Richard Katz, Mark Luker, and Julie Rudy

The meeting was called to order by Chair Polley McClure, at 5:40 p.m. April 29, 1999.

Motion:That the minutes from the February 2, 1999 Board meeting be approved.

Motion made by:Susan Foster
Seconded by:Jill Arnold

Passed by unanimous vote

After the minutes were approved, an executive session was called prior to the start of the rest of the agenda. Following this session, the business meeting proceeded.

Business Meeting:

1.Discussion of IMS proposal and appropriate motions

Carole Barone distributed a copy of the draft transition plan for IMS and explained its origin and basic implications. (A copy of this plan is appended to the end of these minutes.) The IMS fully understands the important role that Educom played in its inception and the role that EDUCAUSE continues to play and wishes to ensure that this role is honored through a permanent complimentary seat on the Board in perpetuity.

Existing members of the IMS were surveyed regarding future participation; 2/3 have given a firm yes to continuing, one has given a firm no, and the others are working through their decisions but are expected to be positive. The new dues structure is $50,000 for corporations or systems with annual revenue of $50 M or more, and $10,000 for individual institutions, academic systems or corporate organizations with less than $50 M. The $1,000 developer category will continue.

A transition team consisting of representatives of organizations that have committed to continuing -- Carl Berger, University of Michigan, CIC; Paul Chantelier, U. S. Department of Defense; Aaron Con, Microsoft; Liz Dietz, PeopleSoft; Bill Graves, COLLEGIS; David Ernst, California State University; Pat Henry Leonard, Pearson (pending formal commitment to future participation by Pearson); Paul LeFrere, Open University; Diana Oblinger, IBM; Carole Barone, EDUCAUSE (Chair) -- will serve as a working group to draft the bylaws, explore affiliation options, initiate the search for a CEO, and generally to facilitate the process. A search will begin for an executive director as soon as the EDUCAUSE Board approves the plan as presented.

Considerable assets were transferred to EDUCAUSE from IMS during the consolidation, so EDUCAUSE will have to officially transfer those assets to the new organization. There are three areas in which EDUCAUSE needs to be cautious: (1) transfer of financial assets; (2) transfer of intellectual property and good name; and (3) implications of EDUCAUSE's status as a member of the independent IMS board in perpetuity. Staff will clarify the legal liability that may be inherent in the third point and it will be important to carefully review IMS's by-laws and articles of incorporation to be sure that they are consistent with what EDUCAUSE would wish.

Motion:Whereas: EDUCAUSE perceived the need, created the structure, obtained the funding, and provided the required neutral territory for the successful incubation of the IMS project, and

Whereas: the EDUCAUSE Instructional Management Systems (IMS) project reaches conclusion on December 31, 1999, and

Whereas: EDUCAUSE desires to retain its close ties to the IMS,

Be it resolved that:

-The EDUCAUSE Board endorses the recommendation of the IMS Futures Committee that the IMS transition to an independent 501c(3) organization, pending formal approval at a later date of final articles of incorporation and by-laws;
-The EDUCAUSE Board and Management stand ready to continue the current relationship, at least through December 31, 1999, or until the successful conclusion of the transition to independence, provided the funds for operation into the year 2000 have been pledged and collected;
-EDUCAUSE desires to continue to participate at full membership status and to retain seats on the IMS Advisory and Technical Boards in perpetuity, assuming the role of a full member, without a dues commitment.

Motion made by:Susan Foster
Seconded by:Mely Tynan, Laurence Alvarez

Passed by unanimous vote

2.Change in the signature limit on banking resolutions

Motion:That the EDUCAUSE Banking Resolutions be changed to indicate that all checks over $10,000 require two signatures.

Motion made by:Laurence Alvarez
Seconded by:Bill Graves

Passed by unanimous vote

3.Membership privacy issues

President Hawkins explained the purpose of the proposed motion was for EDUCAUSE to be consistent in its actions with the good information practices it has espoused through publications. Embedded in this motion's intention is also to keep our directory public and on the Web. There was discussion of why what is proposed is an "opt out" feature rather than the default being not to include a record or data point unless the member requests its inclusion. It was pointed out that the "opt out" feature may be less satisfactory from an individual privacy perspective, but this is an association of individuals who benefit from being able to contact each other and it is problematic to end up with a directory that is very incomplete because individuals who actually had no problem being listed simply failed to indicate their wishes. Members will be offered this privacy option annually in a way that will be simple for them to convey their wishes. Hawkins noted that this motion is intended to be implemented around the time of EDUCAUSE '99 due to workload considerations at this time. EDUCAUSE will also look into the possibility of developing a directory to which members would have direct access and thus be able to self-determine what part of the records will be accessible at any time.

Motion:That EDUCAUSE adopt the policy and practice of annually notifying member representatives of their right to request that certain contact information not be made public in the EDUCAUSE Web-based Member Directory, and that event registration forms allow registrants to opt out of having their registration information included in Web-based lists.

Motion made by:Susan Foster
Seconded by:Laurence Alvarez

Passed by unanimous vote

4.Board responsibilities

President Hawkins pointed out some of the items that he felt were particularly important so that all board members were aware of several items that actually were policy setting in nature.

Motion:That the list of Board Responsibilities, as discussed and amended, be approved and included in the Board Orientation Manual. (Will provide a link to this document.)

Motion made by:Laurence Alvarez
Seconded by:Marty Ringle, Mely Tynan

Passed by unanimous vote

5.Staff compensation

Motion:That the compensation pool for staff be increased by 3 percent and allocated on a merit basis to recognize extraordinary contributions of staff during the period of the consolidation.

Motion made by:Ron Bleed
Motion seconded by:Susan Foster, Mely Tynan

Passed by unanimous vote

6.Officers' reports

Highlights of President Brian Hawkins's report:

  • President Hawkins expressed thanks to Vice Presidents Carole Barone, Mark Luker (for a very successful Networking '99 meeting), and to Richard Katz, especially for handling the myriad planning details of EDUCAUSE '99 and other meetings while a search was conducted for a new director of meetings and conferences.
  • Hawkins also announced that a decision had been made by the executive team to put a cap on EDUCAUSE '99 registrations, so that attendees could experience the high quality that participants have come to expect from past conferences.
  • The Frye Institute on Digital Leadership is moving forward. A group has met twice to move the curriculum along and another meeting will be held on May 17; Richard Katz, Jacqueline Brown, Jack McCredie, and Polley McClure will represent EDUCAUSE. Carole Barone is working with Sue Rosenblatt to tie into the teaching and learning aspects of the NLII program. The Professional Development Committee will consider endorsement of the program when they meet in June. The Institute will begin next June 2000. It was pointed out that we need to educate our membership about this in case their presidents ask them about it.

Highlights of Vice President Carole Barone's report:

  • Vice President Barone will give the keynote for the University of Maryland's Teaching with Technology Conference on April 30.
  • Of the 336 proposals for the teaching and learning track, there were an amazing number that dealt with distributed and distance learning.
  • The preliminary program for the June 27-28 NLII meeting in Denver will go out early in May. Fifty to seventy people are expected to attend.

Highlights of Vice President Richard Katz's Report:

  • Rollout of publicity for the annual conference will begin the first week in May; board members are encouraged to communicate the fact that there will be a cap to get their staff to register early.
  • There have been some very excellent sponsorships committed - Microsoft will sponsor the Queen Mary for the Thursday night social event; Oracle will sponsor Colin Powell; MCI will sponsor Rita Colwell; and SCT will sponsor Barry Munitz.
  • There was a 75 percent attendance increase in attendance at the NERCOMP conference.
  • The EDUCAUSE Institute in January was fully subscribed.
  • Registration for the Portland conference is looking good despite a highly compressed planning process.
  • 550 people are registered for CUMREC, well ahead of last year at this time.
  • This Networking'99 meeting also enjoyed more than double last year's attendance.
  • There will be a Professional Development Committee meeting in June to address the issue of ongoing PD curriculum
  • Publications are running smoothly; Edupage has transitioned well and we are getting some positive feedback on this; the first issue of Educom Review under direct EDUCAUSE management is well under way and looks good; our Jossey-Bass book series is rapidly developing.

Highlights of Vice President Mark Luker's Report:

  • The contract that EDUCAUSE has negotiated with MCI to provide advanced networking opportunities to a wide variety of members will be announced in the press shortly. It has been renamed vBNS+ to show that it is a high-tech network opportunity. We will help our members know about this opportunity, but if they opt to take advantage of the program, they will contract directly with MCI. Other vendors have expressed similar interest. The vBNS+ offering will probably appeal to the second tier and perhaps even third tier of universities that are not candidates for I2 membership. It isn't lowest priced Internet service, but it is an opportunity to move to advanced networking without the usual high cost of doing that. There will be an FAQ on the EDUCAUSE Web site explaining this program and allaying the confusion that may be caused by a new MCI offer to current vBNS members, which is a completely different program.
  • EDUCAUSE is discussing with NSF a program that would target minority-serving schools to provide leadership professional development for presidents, technical PD in the networking area, building some network connectivity for campuses that have no Internet connection at this point, and other related projects.
  • There is a new policy institute getting set up in Washington DC with the backing of several major corporations. Erv Blythe from Virginia Tech and Don Riley from the University of Maryland at Baltimore are on the working group that is planning the institute. Riley briefly discussed the potential opportunity for EDUCAUSE to play some kind of partnership role in helping the institute get started. The board agreed that Luker and Hawkins should continue to investigate this potential opportunity.
  • EDUCAUSE has joined the DNSO, the new Domain Name Support Organization of ICANN as part of the continued privatization of the Internet domain name system.
  • Vice President Luker distributed a number of documents: a list of people who visited the Hill as part of Net99's program of encouraging Congressional visits; a report on the options for limiting EDUCAUSE's liability in the management of the .edu domain name; and a document that conveys some of the new programmatic directions for [email protected], which will enable members to be more actively involved (more like the NLII model).

7.Financial Update

The board agenda book for this meeting included the first investment portfolio report, which will be a standard piece in the future.

There being no new business, the meeting was adjourned at 9:45 p.m. by Chair Polley McClure.

Respectfully submitted,

Donald Riley
Secretary

IMS Transition Plan, 4/27/99

Rationale

Educom (now EDUCAUSE) saw the need; created the structure; obtained the funding; and provided the required neutral territory for the successful incubation of the IMS project. The IMS could not have happened without the vision of Educom. After more than two years of operation, the project has reached a new stage in its life cycle. The IMS has now reached a stage of maturity that allows it to become an independent entity with governance and an organizational structure in which final decisions rest with an independent IMS Board. The focus of the next stage is implementation and promotion with an emphasis on market adoption by the higher education, K-12, and training sectors.

Recommendations of the IMS Futures Committee

  • Retain the EDUCAUSE and the strong higher education connection through an EDUCAUSE seat on the IMS Board
  • Balance the influence of producers and consumers
  • Formalize requirements gathering
  • Structure participation and relationships with all three learning communities (higher education, K-12, and training) in the by-laws
  • Link governance and funding
  • Formulate and test a graduated fee structure with dues options that allow participation of smaller companies, consortia, systems, and individual educational entities
  • Take the time required to ensure a graceful transition even if the transition lasts beyond January 1, 2000 (financial considerations exist if transition takes longer because current funding ends December 31, 1999)

Transition Process

EDUCAUSE will facilitate and shepherd the transition process from its neutral position.

  • Survey current investment members for willingness to participate in an independent IMS organization at proposed dues structure (completed by April 15, 1999) and obtain a pledge of year 2000 dues.
  • Appoint a Transition Team largely consisting of members who pledge ongoing support of the IMS. (recommended appointments taken to EDUCAUSE Board 4/29/99 and IMS Advisory Board on May 10, 1999)
  • Begin drafting IMS By-laws and articles of incorporation with EDUCAUSE attorney (agenda item for IMS Transition Board at its first meeting).
  • Make certain that the By-laws reflect the desired attributes of the new organization as outlined in the IMS Futures Report.
  • Prepare a financial plan for the year 2000 and subsequent years, based on the goal, objectives, scope, activities, and functions articulated in the IMS Futures report.
  • Draft position description and search plan for IMS Executive Director (agenda item for the IMS Transition Board at its first meeting).

Timeline

  • Formulate proposed dues structureMarch 26, 1999
  • Obtain pledge to participate at dues proposedApril 15, 1999
  • Review Transition Plan with EUCAUSE BoardApril 29, 1999
  • Appoint Transition Team (TT)April 29, 1999
  • Draft by-laws and articles of incorporationJune 1, 1999
  • Draft position description for IMS Executive Director June 1, 1999
  • Circulate drafts to TT for review and commentJune 15, 1999
  • TT finalizes drafts and plans searchJuly 15, 1999
  • IMS AB meetsJuly 16, 1999
  • TT conducts search for Exec DirectorAugust 1 - Oct. 15, 1999
  • TT recommends Exec Dir. to ABOctober 18, 1999
  • IMS Board and Committees appointedDecember 31, 1999
  • Independent IMS January 1, 2000

In the event that these milestones are not met, the IMS will continue to function under the aegis of EDUCAUSE until the transition is completed, so long as the funds for operation into the year 2000 have been pledged and collected.