Resolutions Passed by the Board of the Sahana Software Foundation

The By-Laws of the Sahana Software Foundation – Section 2.1 – shall be changed as follow to ensure that invitations for initial membership in the Foundation are extended to both current and former members of the Sahana PMC by adding three words (bold and italicized below) to the following line:

“2. All of the current and former members of the Sahana Project Management Committee”

Rationale for change: The By-Laws as currently written will exclude two individuals from receiving invitations for membership in the Foundation who are long-standing and ongoing contributors to Sahana – who both resigned from the PMC within the past year. Other former members who resigned from the PMC are receiving invitations for membership as former board members.

Membership in the Sahana Software Foundation entitles its members to vote for the Board of Directors and other issues that may be put before the membership at the annual meeting of members.

Adopted by a vote of 4-0-5 (yes-no-abstain) or +6.5 votes (5.5 required to pass) on 20 November 2009

As required by Section 8.7 of the ByLaws, the Board sets the fiscal year of the Foundation to end on December 31 of each calendar year.

Adopted by a vote of 8-0-1 (yes-no-abstain) or +8.5 votes (5.5 required to pass) on 18 December 2009

As required by Section 8.5 of the ByLaws, the Board authorizes the Foundation to open deposit accounts at JP Morgan Chase Bank, NA

Adopted by a vote of 7-0-2 (yes-no-abstain) or +8 votes (5.5 required to pass) on 18 December 2009

As required by Section 8.4 of the ByLaws, the Board empowers the Chair, President and Chief Financial Officer as authorized signatories on Foundation accounts.

Adopted by votes of 7-0-2 (yes-no-abstain) or +8 votes (5.5 required to pass) for the Chair, 8-0-1 (yes-no-abstain) or +8.5 votes (5.5 required to pass) for the President, 7-0-2 (yes-no-abstain) or +8 votes (5.5 required to pass) for the CFO, on 18 December 2009

As required by Section 8.2 of the ByLaws, the Board authorizes the Chair and President of the Foundation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority is to be granted in general and not confined to specific instances.

Adopted by votes of 6-1-2 (yes-no-abstain) or +7 votes (5.5 required to pass) for the Chair, 6-1-2 (yes-no-abstain) or +7 votes (5.5 required to pass) for the President, on 18 December 2009

REVOKED BY Board Resolution #59

Referencing Section 5.2 of the ByLaws: The Board approves the creation of the position of “Chief Technical Officer” or “CTO”. The responsibilities of the Chief Technical Officer (or CTO) include the following tasks: * provide technical direction and guidance through coordinating community discussions and providing recommendations, for the Sahana Software Foundation and all Sahana projects including infrastructure and framework issues, ontologies and interoperability; * provide technical direction and guidance through coordinating community discussions and providing and recommendations to the project teams responsible for maintaining the code base, working on releases, and coordinating bug fixes; * serve as the chair of the security working group; * serve as the technical lead for all Foundation-led efforts and projects; * serve as an ex-officio member of all Sahana PMCs, committees and working groups; * coordinate technical issues between Sahana projects through the Foundation's committee-based structures.

The CTO will report to the President and CEO of the Foundation.

Adopted by a vote of 5-1-3 (yes-no-abstain) or +6.5 votes (5.5 required to pass) on 1 January 2010

The Board names Chamindra de Silva to serve as Chief Technical Officer of the Sahana Software Foundation.

Adopted by a vote of 4-1-4 (yes-no-abstain) or +6 votes (5.5 required to pass) on 1 January 2010

A number of invited persons did not respond to the membership invitation by the ByLaw-mandated deadline (30 days from the invitation) of January 2, 2010 - including two members of the board.

Being sensitive to personal/professional holidays and travel that occur at the end of the calendar year, the board proposes to give everyone through January 16 to return the Membership Applications and signed CLAs. This requires an amendment to the ByLaws as follows:

Under Section 2.1 of the Bylaws, the following sentence: “Invited Members shall be notified by electronic means and shall have 30 days to respond.” shall be changed to: “Invited Members notified by electronic means on December 2, 2009 shall have until January 16, 2010 to respond.”

Adopted by a vote of 7-0-2 (yes-no-abstain) or +8 votes (5.5 required to pass) on 8 January 2010

Signed CLAs must be returned from all those with commit privileges to the main trunk of their respective Sahana projects.

Adopted by a vote of 7-0-2 (yes-no-abstain) or +8 votes (5.5 required to pass) on 8 January 2010

The Board establishes and designates an Executive Committee (as described in Section 3.10 of the bylaws) to provide financial oversight of contracts and the budget executed by the Sahana Software Foundation. The role and powers of the Executive Committee is hereby limited to provide feedback to the Sahana Software Foundation CEO on the following issues:

• Contracts between the Foundation and external organizations.
• Service contracts between the Foundations and individuals.
• Approval of the budget and payments.
• Legal and insurance and other governance issues related to the finances of the Foundation.
  

Adopted by a vote of 6-0-3 (yes-no-abstain) or +7.5 votes (5.5 required to pass) on 12 February 2010

The members of this Executive Committee (with the exception of the Foundation accountant) are all to be disinterested parties, defined as those who do not receive payment or income and who do not seek to receive payment or income related to their work on Sahana or activities of the Foundation.

The following individuals are appointed to serve on the Foundation Executive Committee for Financial Oversight for an initial term lasting until the next annual board meeting, at which time the board shall reappoint members of the Executive Committee:

• Sanjiva Weerawarana
• Martin Thomsen
• Louiqa Raschid
• Dale Zuehls
• David Bitner
  

Adopted by a vote of 6-0-3 (yes-no-abstain) or +7.5 votes (5.5 required to pass) on 12 February 2010

REVOKED BY Board Resolution #67

The Board establishes a Community Development Committee as an Executive Committee (as described in Section 3.10 of the bylaws) to coordinate SSF efforts to foster relationships with organizations and institutions that produce new Sahana developers and active community members.

The role and powers of the Executive Committee are hereby limited to the following: * Apply for programmes and funding, and to administer programs that foster student-mentor relationships * Creation of guidelines and support to help engage new developers in Sahana Projects * Work with Sahana Projects and SSF resources such as the Wiki and the website to ensure documentation and orientation materials are clear and findable * Provide specific rules and guidelines for Foundation led projects * Outreach to work with educational institutions, internship programs, and programs such as, but not limited to, the Humanitarian FOSS program and the Google Summer of Code * Engage in activities to help the SSF best make use of mentoring resources

The Executive Committee for Community Development will apprise the Executive Committee for Financial Oversight and seek its feedback on any activities that involve a financial commitment before making any commitments.

The membership of this committee is as follows:
* Sahana CEO * Sahana COO (If present) * Sahana CTO * Two Members Appointed by the CEO with Board Approval * Ex-Officio representative appointed by HFOSS project (non-voting)
The two appointed members shall serve a term coincident with the calendar year. The initial members shall be appointed by the CEO and accepted by the board as part of this resolution. The initial appointed members for this committee shall be David Bitner and Gavin Treadgold.

Adopted by a vote of 4-0-5 (yes-no-abstain) or +6.5 votes (5.5 required to pass) on 26 February 2010

AMENDED BY BOARD RESOLUTION #63

The Board adopts the following Naming Conventions for all Sahana Software Foundation projects:

“These are some guidelines for choosing names for projects and products at the SSF. It is mostly common-sense.

• “Sahana” is our main trademark - In the case of projects with names, We also claim trademark on “Sahana Name” and “Name”.
• The name will always be prefixed with “Sahana” followed by a space. However in common usage it will get referred to as a single word. So choose carefully.
• Names should not simply specify the programming language or framework (those would not pass trademark review).
• Therefore, “Sahana” and “SahanaPy” and “Sahana-PHP” are all invalid names for a SSF project; be more creative.
• Reduce the likelihood of confusion.
• Trademarks exist by virtue of use, not just registration.
• The fact that a word or phrase is not registered as a trademark does not necessarily indicate that it is available for our use. If the mark is used in commerce but not registered, then we still cannot copy it for our goods.
• Use internet search tools to be sure that there is no “similar” product, i.e. software for a specific purpose.
• When people conduct an internet search after hearing about an SSF project, they will use some technical terms and a name. We want to appear near the top and not get confused with someone else in the same technical space.
• Potential search confusion is important for another reason. A Sahana project with a similar name to someone else in the same technical space may come to dominate searches in that space. If someone else holds a related trademark then this may lead to a legal dispute.
• Even if a product name cannot be found via a search, if you are aware that it is being used for a similar product then we cannot use it.
• Choose a name that is easily remembered, is not too long, and is not difficult to spell.
• Be culturally sensitive and avoid names that might offend.
• Consider using functional names, especially for products of existing projects, e.g. for an “Sahana Foo” project, the product name “Sahana Foo Pipelines”.
• Be good citizens, i.e. do unto others as you would expect that they should do unto you. For example, treat the product names of others with respect, i.e. do not try a twist that is close to the name of a similar product.
• Choose a sensible name early in a product's development, e.g. before mailing lists, package names, etc. Better to spend time now - your project will not want to change its product's name later.
• See this as an important marketing opportunity, rather than a bother.
• By carefully validating the uniqueness of our chosen names and clearly establishing first use in the field, we reduce the chances of future confusion.”
  

These guidelines are maintained at http://wiki.sahanafoundation.org/doku.php/foundation:project_names and will be available on the wiki and/or the foundation's website and maintained by the board.

Adopted by a vote of 2-0-7 (yes-no-abstain) or +5.5 votes (5.5 required to pass) on 12 March 2010

When an individual or corporation decides to donate a body of existing software or documentation to one of the Sahana Software Foundation (SSF) projects, they need to execute a formal Software Grant Agreement (SGA) with the SSF. Typically, this is done after negotiating approval with the SSF Incubator or one of the PMCs, since the SSF will not accept software unless there is a viable community available to support a collaborative project.

The Board therefore adopts the following Template Software Grant Agreement, that will be required for all Sahana Software Foundation projects or incubator projects:

“This License Agreement is entered into as of the XX day of MONTH, YEAR by (NAME OF LICENSOR (“Licensor”), in favor of The Sahana Software Foundation, a California nonprofit membership corporation (the “Foundation”).

WHEREAS, Licensor owns or has sufficient rights to contribute the software source code and other related intellectual property as itemized on Exhibit A (“Software”) under the terms of this agreement to the Foundation for use within Foundation software development projects (“Projects”).

NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. Subject to the terms and conditions of this License, Licensor hereby grants to the Foundation:
a) a non-exclusive, worldwide, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, distribute and sublicense, internally and externally, the Software and such derivative works, in source code and object code form; and,
b) a non-exclusive, worldwide, royalty-free, irrevocable patent license under Licensed Patents to make, use, sell, offer to sell, import and otherwise transfer the Software in source code and object code form. “Licensed Patents” mean patent claims owned by Licensor which are necessarily infringed by the use or sale of the Software alone.

2. Licensor represents that, to Licensor's knowledge, Licensor is legally entitled to grant the above license. Licensor agrees to notify the Foundation of any facts or circumstances of which Licensor becomes aware and which makes or would make Licensor's representations in this License Agreement inaccurate in any respect.

3. This Software is provided AS-IS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THE LICENSOR NOR ITS SUPPLIERS WILL BE LIABLE TO THE FOUNDATION OR ITS LICENSEES FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF THE WORK OR THE EXERCISE OF ANY RIGHTS GRANTED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This License Agreement is the entire agreement of the parties with respect to its subject matter, and may only be amended by a writing signed by each party. This License Agreement may be executed in one or more counterparts, each of which shall be considered an original.

IN WITNESS WHEREOF, Licensor has executed this License Agreement as of the date first written above.

LICENSOR:
Signed By:
Print Name:
Title:
Representing:
Contact Name:
Contact Email:

Exhibit A

List of software and other intellectual property covered by this agreement: ”

This template is currently maintained at http://wiki.sahanafoundation.org/doku.php/foundation:software_grant and will be available on the wiki and/or the foundation's website and maintained by the board.

Adopted by a vote of 2-0-7 (yes-no-abstain) or +5.5 votes (5.5 required to pass) on 12 March 2010

DISSOLVED BY BOARD RESOLUTION #60

Referencing Sections 6.1 - 6.5 of the bylaws of the Sahana Software Foundation, the Sahana Software Foundation Board hereby establishes the Sahana PHP Project and Project Management Committee.

Members: Invitations to the initial membership of the PMC shall be extended to a subset of the members of the former PMC who elected to become members of the Sahana Software Foundation and are currently active in leading the project. This list includes the following members: * Mifan Careem * Chamindra de Silva * Mahesh Kaluarachchi * Greg Miernicki * Darmendra Pradeeper * Mark Prutsalis * Gavin Treadgold In addition, the following persons shall also be invited to join this group: * Chad Heuschober * Joseph Priyanga Invitees shall be encouraged to accept only if they plan to be active in the project and shall have two weeks to respond, after which time the initial membership shall be fixed. A Chair shall be appointed by the Board for a term to run through the end of the calendar year following the formation of the PMC once its initial membership is confirmed.
In recognition of their contributions to Sahana, the following shall be listed as Emeritus members of the Sahana PHP Project PMC and may request to be restored to active status at any time: * David Bitner * Fran Boon * Ravith Botejue * Don Cameron * Paul Currion * Trishan de Lanerolle * Ravindra de Silva * Sudheera Fernando * Sanjeewa Jayasinge * Dominic Konig * Prabath Kumarasinghe * Ishan Liyanage * Tim McNamara * Louiqa Raschid * Isuru Samaraweera * Nuwan Waidyanatha * Sanjiva Weerawarana * Tom Worthington
Name of Project: Within one month of the passing of this resolution, in consultation with the community, the PMC must decide on the official name for the project that meets SSF naming guidelines and submit it to the board for approval.

Software Grant Agreement: Within one month, the chair of the PMC shall sign and return a Software Grant Agreement on behalf of the project.

License: The license of the Sahana PHP Project shall be GNU LGPL v.3

Responsibilities: The Sahana PHP Project is established as a Technical Project of the Sahana Software Foundation, with the responsibility for PHP versions of the Sahana application.

The mission of the Project Management Committee is: * Provide oversight of the project, ensure that all legal issues are addressed, that procedure is followed, and that each and every release is the product of the community as a whole. * Ensure the long term development and health of the community as a whole, and to ensure that balanced and wide scale peer review and collaboration does happen. * Communicate with stakeholders, domain experts and users. * Coordinate with other Sahana Software Foundation Committees and Projects
The Board retains the right to specify a public repository for all releases.

The Project Management Committee must ensure the following for their project: * Ensure all source code is accessible on a public repository as specified by the Board. * Ensure all releases are accessible on a public download location/server as specified by the Board * Ensure the licensing compatibility of all 3rd party components included in the project. * Ensure that all PMC members and Committers have returned signed CLAs to the Foundation. * Ensure that all any code committed to the main trunk, experimental, deployment or any other branch of the project hosted on the Foundation's infrastructure and all releases can be freely redistributed by the Sahana Software Foundation; this includes ensuring compatible open source licenses are utiilized for all relevant libraries and further ensuring that CLAs have been signed by all contributors whose code or design or other intellectual property (such as detailed blueprints or other requirements specifications) has been committed to the code and releases. * Ensure that project sites use a subdomain of the sahanafoundation.org domain and respect Sahana and Sahana Software Foundation branding; * Adhere to common standards as specified by the Board or a coordinating committee to ensure interoperability, synchronization and synergy between Sahana projects.
Adopted by a unanimous vote of 9-0-0 (yes-no-abstain) or +9 votes (5.5 required to pass) on 26 March 2010

DISSOLVED BY BOARD RESOLUTION #61

Referencing Sections 6.1 - 6.5 of the bylaws of the Sahana Software Foundation, the Sahana Software Foundation Board hereby establishes the Sahana Python Project and Project Management Committee.

Members: Invitations for members of the PMC shall be extended to all members of the former PMC who elected to become members of the Sahana Software Foundation and are active in the Sahana Python project. This list includes: * Fran Boon * Chamindra de Silva * Dominic Konig * Mark Prutsalis * Gavin Treadgold
In addition, the following persons shall also be invited to join this group: * Praneeth Bodduluri * Michael Howden
Invitees shall be encouraged to accept only if they plan to be active in the project and shall have two weeks to respond, after which time the initial membership shall be fixed. A initial chair shall be appointed by the Board for a term to run through the end of the calendar year following the formation of the PMC once its initial membership is known.

Name of Project: Within one month of the passing of this resolution, in consultation with the community, the PMC must decide on the official name for the project that meets SSF naming guidelines and submit it to the board for approval.

Software Grant Agreement: Within one month, the chair of the PMC shall sign and return a Software Grant Agreement on behalf of the project.

License: The license of the Sahana Python Project shall be GNU LGPL v.3

Responsibilities: The Sahana Python Project is established as a Technical Project of the Sahana Software Foundation, with the responsibility for Python versions of the Sahana application.

The mission of the Sahana Python Project is: * Provide oversight of the project, ensure that all legal issues are addressed, that procedure is followed, and that each and every release is the product of the community as a whole. * Ensure the long term development and health of the community as a whole, and to ensure that balanced and wide scale peer review and collaboration does happen. * Communicate with stakeholders, domain experts and users. * Coordinate with other Sahana Software Foundation Committees and Projects
The Board retains the right to specify a public repository for all releases.

The Project Management Committee must ensure the following for their project: * Ensure all source code is accessible on a public repository as specified by the Board. * Ensure all releases are accessible on a public download location/server as specified by the Board * Ensure the licensing compatibility of all 3rd party components included in the project. * Ensure that all PMC members and Committers have returned signed CLAs to the Foundation. * Ensure that all any code committed to the main trunk, experimental, deployment or any other branch of the project hosted on the Foundation's infrastructure and all releases can be freely redistributed by the Sahana Software Foundation; this includes ensuring compatible open source licenses are utiilized for all relevant libraries and further ensuring that CLAs have been signed by all contributors whose code or design or other intellectual property (such as detailed blueprints or other requirements specifications) has been committed to the code and releases. * Ensure that project sites use a subdomain of the sahanafoundation.org domain and respect Sahana and Sahana Software Foundation branding; * Adhere to common standards as specified by the Board or a coordinating committee to ensure interoperability, synchronization and synergy between Sahana projects.
Adopted by a unanimous vote of 9-0-0 (yes-no-abstain) or +9 votes (5.5 required to pass) on 26 March 2010

Referencing Sections 6.1 - 6.5 of the bylaws of the Sahana Software Foundation, the Sahana Software Foundation Board hereby establishes the Sahana Standards and Interoperability Project and Project Management Committees

Members: The initial persons invited to become members of the Sahana Standards and Interoperability Committee shall be:

• David Bitner
• Praneeth Bodduluri
• Fran Boon
• Mifan Careem
• Chamindra de Silva
• Chad Heuschuber
• Greg Miernicki
• Mark Prutsalis
• Louiqa Raschid
• Nilushan Silva
• Gavin Treadgold
• Nuwan Waidyanatha

Invitees shall be encouraged to accept only if they plan to be active in the project and shall have two weeks to respond, after which time the initial membership shall be fixed. A Chair shall be appointed by the Board for a term to run through the end of the calendar year following the formation of the PMC once its initial membership is confirmed.

Name of Project: This project shall be known as the “Standards and Interoperability Project”

Responsibilities: The Sahana Standards and Interoperability Project is established as a Coordinating Project of the Sahana Software Foundation, with the responsibilities across multiple Sahana Technical Projects.

The mission of the Standards and Interoperability Project is:

• recommend common standards to ensure interoperability, synchronization and synergy between Sahana projects and between Sahana and other open source projects.
• set minimum standards for interoperability between Sahana software projects
• promote the use of Open Standards for data exhange and interoperability, including, but not limited to those of such governing bodies as OASIS, OGC, and others as appropriate.
• participate in working groups such as the OASIS Emergency Management Technical Committee, W3C Emergency Information Interoperability Framework Incubator Group (EIIF XG) and/or its successor.

Adopted by a unanimous vote of 9-0-0 (yes-no-abstain) or +9 votes (5.5 required to pass) on 26 March 2010

Referencing Article VI of the Bylaws of the Sahana Software Foundation, the Board adopts the following policy for Chairs of the Project Management Committees.

Appointment of Chairs: The Board shall appoint the Chair of all PMCs as Officers of the Foundation, serving in a capacity equivalent to that of a Vice-President and carrying a title of Chair of Sahana [ProjectName] .

Term: Chairs shall serve a term concurrent with a calendar year. PMCs may nominate a Chair and send that nomination to the Board no later than 1 December for Board approval.

Powers and Responsibilities: The Chair has primary responsibility to serve as the interface between the Board and the Project, and has the power to establish rules and procedures for the day to day management of the communities for which the PMC is responsible. In managing the day to day responsibilities of the PMC, the Chair should serve as a facilitator for discussions and decisions to be made by the PMC and strive to ensure that everyone has a chance to be heard. Other responsibilities include:

• provide a report to the Board at the Annual Meeting on the status of the Project, and others that from time to time may be requested or otherwise specified by the Board.
• manage the official list of committers and PMC members and ensure that everyone is given appropriate access to the Foundation code base.
• notify the Board by e-mail asking for acknowledgement or objection of new PMC members or Committers nominated by the PMC, waiting 7 days before sending an invitation out to the nominated individual.
• notify the Board by e-mail asking for approval of the appointment of the Chair of the PMC for the next calendar year no later than 1 December.

Appointment of Initial Chairs: The Board appoints the following individuals to serve as Chairs of the designated Project Management Committees:

• Sahana PHP Project: Greg Miernicki
• Sahana Python Project: Fran Boon
• Sahana Standards and Interoperability Project: Chamindra de Silva

The term for these chairs shall end on December 31, 2010.

Adopted by a vote of 7-0-2 (yes-no-abstain) or +8 votes (5.5 required to pass) on 16 April 2010

The Board adopts the following as the Sahana Software Foundation Mission Statement:

To help alleviate human suffering by giving emergency managers, disaster response professionals and communities access to the information that they need to better prepare for and respond to disasters through the development and promotion of free and open source software and open standards.

Adopted by a vote of 6-0-3 (yes-no-abstain) or +7.5 votes (5.5 required to pass) on 15 June 2010

Referencing Sahana Software Foundation Board Resolution #32:

The Board appoints the following individuals to serve as Chairs of the designated Project Management Committees for 2011:

• Sahana Agasti Project: Greg Miernicki
• Sahana Eden Project: Fran Boon
• Sahana Standards and Interoperability Project: Chamindra de Silva

The term for these chairs shall end on December 31, 2011.

Adopted by a vote of 3-0-6 (yes-no-abstain) or +6 votes (5.5 required to pass) on 21 January 2011

The Board adopts the following Non-Discrimination Policy for the Sahana Software Foundation:

1. The Sahana Software Foundation (SSF) is committed, as a matter of principle, and in conformance with all applicable federal and state laws, to prohibiting discrimination and behaviors, which, if repeated, could constitute discrimination. The Board of the SSF directs that all officers and personnel will not discriminate on the basis of race, color, religion, creed, national origin, sex, sexual orientation, gender identity, gender expression, marital status, age, disability, pregnancy, or status as a disabled veteran, a Vietnam era veteran or other covered veteran, and any and all other classifications protected by applicable federal and state laws. Harassment on any of the above-stated grounds is a form of prohibited discrimination. This policy applies to all staff and volunteers. This policy also prohibits retaliation for reporting possible violations of this policy, for cooperating with any related investigation, or for participating in such a complaint process.
2. Legal Basis: Among the laws upon which the Foundation's Non-Discrimination Policy is based are: Titles IV, VI and VII of the Civil Rights Act of 1964, Title IX of the Education Amendments of 1972, Sections 503 and 504 of the Rehabilitation Act of 1973, the Age Discrimination in Employment Act of 1967, the Vietnam Era Veteran’s Readjustment Assistance Act of 1974, the 1975 Age Discrimination Act, the Equal Pay Act, the Americans with Disabilities Act of 1990, the Civil Rights Act of 1991, the Veteran’s Employment Opportunities Act of 1998.
3. Definitions
   • “A person with a disability” means any person who: (1) has a physical or mental impairment which substantially limits one or more of such person’s major life activities; (2) has a record of such impairment; (3) is regarded as having such an impairment; or (4) is otherwise deemed disabled under applicable federal or state law.
   • “Age Discrimination” refers to actions prohibited by the Age Discrimination in Employment of Act of 1967, which protects individuals who are 40 years of age or older from employment discrimination based on age.
   • “Complainant” refers to the person or persons who initiate a complaint.
   • “Gender Identity and Gender Expression” refer, respectively, to the gender one self-identifies as, and the gender on expresses oneself as.
   • “Harassment” is a form of behavior that is characterized by conduct: (1) based on race, color, religion, creed, national origin, sex, sexual orientation, gender identity, gender expression, marital status, age, disability, pregnancy, or status as a disabled veteran, a Vietnam era veteran or other covered veteran, and any and all other classifications protected by applicable federal and state laws, which is unwelcome; AND (2) if sufficiently severe, persistent or pervasive could reasonably be expected to create an intimidating, hostile or offensive working or learning environment.
   • “Marital Status” means the legal status of being married, single, separated, divorced or widowed. It does not include consideration of cohabiting relationships.
   • “Other covered veteran” means a veteran who served in active duty during a war or in a campaign or expedition for which a campaign badge has been authorized; veterans who, while serving on active duty in the Armed Forces, participated in a United States military action for which an Armed Forces service medal was awarded pursuant to Executive Order No. 12985 (61 Fed. Reg. 1209); and recently separated veterans.
   • “Respondent” is the person or persons about whom a complaint has been initiated.
   • “Retaliation” refers to adverse actions by an employer because of an individual’s participation in a protected activity, such as participating in a discrimination complaint process.
   • “Sexual orientation” means heterosexuality, homosexuality, and bisexuality.
4. Complaint and Resolution Procedures
   1. Filing a Complaint
      • A person who believes s/he has been harassed or been subject to discriminatory treatment within the Sahana Software Foundation because of race, color, religion, creed, national origin, sex, sexual orientation, gender identity, gender expression, marital status, age, disability, pregnancy, or status as a disabled veteran, a Vietnam era veteran or other covered veteran, and any and all other classifications protected by applicable federal and state laws, or has been retaliated against for participating in such a complaint process, is urged to contact the Community Development Committee of the SSF.
      • The SSF Community Development Committee reserves the right to initiate an investigation where there is evidence that a violation of this policy may have occurred.  An individual may seek the assistance of the Directors of the Foundation.
   2. “Resolution Options” will be recommended by the Community Development Committee to the Board for action and may include mediation, sanctions, suspension with or without pay, a public acknowledgment and/or apology, attendance at workshops or seminars dealing with the violation issue, or termination of employment.
5. Non-Discrimination Clauses: Non-Discrimination clauses consistent with this policy will be incorporated in all agreements and contracts with contractors and vendors from whom the Sahana Software Foundation purchases or to whom the Sahana Software Foundation provides goods and services; and organizations or business establishments with which SSF has internships.
   

Adopted by a vote of 5-0-4 (yes-no-abstain) or +7 votes (5.5 required to pass) on 04 February 2011

Referencing Board Resolution #26, establishing a Community Development Committee as an Executive Committee (as described in Section 3.10 of the bylaws) to coordinate SSF efforts to foster relationships with organizations and institutions that produce new Sahana developers and active community members.

The roles and powers of the Community Development Committee are expanded to include the complaint and resolution procedures under the Sahana Software Foundation's Non-Discrimination Policy (section 4), specifically to receive complaints of harassment or discrimination, to initiate investigations and to make recommendations to the Board for action(s) to resolve the case.

The two appointed members for 2011 appointed by the CEO and accepted by the board as part of this resolution are David Bitner and Gavin Treadgold.

The term for this appointment shall end on December 31, 2011.

Adopted by a vote of 3-0-6 (yes-no-abstain) or +6 votes (5.5 required to pass) on 04 February 2011

Referencing Sahana Software Foundation Board Resolution #32, Sahana Software Foundation Board Resolution #34, the wishes of the appointed chair Greg Miernicki to step down from this position and subsequent nomination of the Agasti PMC taken during their March 2011 meeting:

The Board appoints Chad Heuschober to serve as Chair of the Agasti Project Management Committee (replacing Greg Miernicki) for the term ending December 31, 2011

Adopted by a vote of 6-0-3 (yes-no-abstain) or +7.5 votes (5.5 required to pass) on 15 April 2011

Referencing Sahana Software Foundation Resolutions #25, #26, #29, #30, #31, and #32 and explicitly extending #34, #36 and #37:

The Board adopts the following policy for all term limited offices and positions within the Sahana Software Foundation. All terms shall coincide with the Term of Office for Officers of the Sahana Software Foundation as detailed in Section 5.3 of the Bylaws. Offices and positions with the Sahana Software Foundation shall be elected or confirmed at the annual meeting of the Board. The term of office for each office or position shall extend until the next annual meeting. Positions which require confirmation by the Board must be presented to the Board no less than two weeks prior to the convening of the annual meeting.

Adopted by a vote of 6-0-4 (yes-no-abstain) or +8 votes (6.0 required to pass) on 3 June 2011

Referencing section 3.10 of the Sahana Software Foundation Bylaws:

The Board adopts the following policy regarding Sahana Software Foundation Member representation on all Executive Committees of the Foundation. A minimum of two seats shall be reserved on each Executive Committee for qualified individuals to be selected by and from the Members of the Foundation. Qualification for these seats shall be subject to any limitations present in the resolutions creating each Committee.

Member Seats on Executive Committees shall be appointed at each annual meeting with a term lasting until the next annual meeting. Nominations for Member elected positions must be submitted to the Secretary of the Sahana Software Foundation two weeks prior to the convening of the annual meeting. Vacancies for Member Seats between annual meetings may be filled by a call to the Members email list with a one week nomination period followed by one week to vote. There is to be no required quorum for these votes.

Adopted by a vote of 6-0-4 (yes-no-abstain) or +8 votes (6.0 required to pass) on 3 June 2011

Referencing Sahana Software Foundation Board Resolutions #26, #35 and #36.

Recognizing, that as a global foundation, the Sahana Software Foundation is dependent on highly-skilled individuals who specialize in a broad range of disciplines. Our ability to implement a comprehensive human capital strategy to attract, retain, reward, and motivate such individuals is fundamental to the long-term success of our Foundation.

Therefore, the Board extends the role and powers of the Community Development Committee as an Executive Committee (as described in section 3.10 of the bylaws) to coordinate all SSF efforts to attract and retain Sahana developers and active community members.

The role and powers of the Executive Committee are hereby limited to the following:

• Volunteer recruitment, coordination and retention including recognition of contributions.
• Sahana Software Foundation Member policies, including recruitment of new Members, coordination, reward and retention programs
• Partnership coordination (that may include applying for programs and funding, and to administer programs) that bring new contributors to the Sahana Software Foundation and foster developer-mentor relationships with established Sahana community members, such as, but not limited to: Academic programs such as the Humanitarian FOSS Project, Google Summer of Code, and Google Code-In, as well as volunteer communities such as Random Hacks of Kindness, the Crisis Mappers Network, the Standby Task Force, Crisis Commons and others.
• Work with Sahana Projects and SSF resources to create and maintain content on the Wiki and the website to ensure documentation, guidelines and orientation materials for new contributors are clear and findable.
• Provide specific community rules and guidelines for Foundation led projects; administer and enforce, if necessary, SSF’s code of conduct policy.
• Coordination of community participation in events of interest to the Sahana Software Foundation.
• Administering the complaint and resolution procedures under the Sahana Software Foundation's Non-Discrimination Policy (section 4), specifically to receive complaints of harassment or discrimination, to initiate investigations and to make recommendations to the Board for action(s) to resolve the case.

Signature authority to enter into agreements on behalf of the Sahana Software Foundation is limited to the Chair of the Committee and any person(s) the Chair designates for any specific program or purpose.

The Executive Committee for Community Development will apprise the CEO and the Executive Committee for Financial Oversight and seek their approval and feedback on any activities that involve a financial commitment before making any commitments.

The membership for the Community Development Executive Committee shall be as follows:

• A Board appointed member
• A member appointed to represent each Sahana PMC appointed by the Chair of each PMC
• Two members selected by and from the Sahana Membership

Nominations for membership in this Committee need to be received two weeks prior to the Annual Meeting from each PMC and the Membership.

The Board shall appoint the Chair of the Committee at the annual meeting for the next year.

In addition to the membership of this committee, any interested person will be welcome to join as a non-voting advisory member and included in all meetings and discussions. The chair of the Committee will determine how the advisory group is run and what responsibilities may be assigned to its members.

Adopted by a vote of 6-0-4 (yes-no-abstain) or +8 votes (6.0 required to pass) on 3 June 2011

REVOKED BY Board Resolution #65

Referencing section 3.10 of the Sahana Software Foundation bylaws:

The Board establishes a Board Development Committee as an Executive Committee responsible for actively researching, recruiting and evaluating potential Board candidates for their ability and commitment to support and sustain the Sahana Software Foundation.

This Executive Committee shall be responsible for: * Reviewing nominations received from Members of the Foundation * Maintaining job descriptions for the Board to share with candidates * Interviewing and/or meeting with candidates to evaluate their willingness to contribute as a Director of the Foundation. * Presenting candidates to the entire Board for consideration. This committee will engage external resources and individuals as necessary.

The membership of this committee shall be as follows: * Sahana Chair (chair) * Sahana CEO * Two Members of the Foundation Selected by the Membership * Up to two additional committee members appointed by the Board of Directors (these members need not be Members of the Foundation)
Adopted by a vote of 6-0-4 (yes-no-abstain) or +8 votes (6.0 required to pass) on 3 June 2011

REVOKED BY Board Resolution #66

Referencing section 3.10 of the Sahana Software Foundation bylaws:

The Board establishes a Development Committee as an Executive Committee responsible for assisting the CEO in drafting proposals, providing feedback on the fund raising strategy, and identifying funding prospects and leads. This committee will engage external resources and individuals as necessary.

The membership of this committee shall be as follows: * Sahana CEO (chair) * Sahana Treasurer * Two Members of the Foundation Selected by the Membership * Up to two additional committee members appointed by the Board of Directors (these members need not be Members of the Foundation)
Adopted by a vote of 6-0-4 (yes-no-abstain) or +8 votes (6.0 required to pass) on 3 June 2011

Referencing Sahana Software Foundation Board Resolution #25.

Noting that all Members of this Committee must be financially disinterested - defined as those who do not receive payment or income and who do not seek to receive payment or income related to their work on Sahana software or the activities of the Foundation (with the exception of the Foundation accountants.

The following individuals are appointed to serve on the Foundation Executive Committee for Financial Oversight for a term to last until the 2012 Annual Meeting:

• Board Appointment: Louiqa Raschid
• Board Appointment: David Bitner
• Board Appointment: Paul Philipps
• Board Appointment: Martin Thomsen
• Board Appointment: Dale Zuehls

Further, the Board appoints Louiqa Raschid to serve as chair of this committee.

Adopted by a vote of 4-0-6 (yes-no-abstain) or +7 votes (6.0 required to pass) on 17 June 2011

REVOKED BY Board Resolution #66

Referencing Board Resolution #40, the following persons are appointed to serve as the voting members of the Community Development Committee to a term ending at the 2012 Annual Meeting: * Board appointment: Leslie Hawthorn * Agasti PMC: Darlene McCullough * Eden PMC: Michael Howden * Standards & Interoperability PMC: David Bitner * Member: Pat Tressel * Member: Trishan De Lanerolle Further, the Board appoints Leslie Hawthorn to serve as Chair of this committee.

Adopted by a vote of 4-0-6 (yes-no-abstain) or +7 votes (6.0 required to pass) on 17 June 2011

Referencing Board Resolution #41, the following persons are appointed to serve as the voting members of the Board Development Committee to a term ending at the 2012 Annual Meeting:

• SSF Chair: Brent Woodworth
• SSF CEO: Mark Prutsalis
• Board appointment: Maria D’Albert

Further, the Board appoints Brent Woodworth to serve as Chair of this committee.

Adopted by a vote of 4-0-6 (yes-no-abstain) or +7 votes (6.0 required to pass) on 17 June 2011

Referencing Board Resolution #42, the following persons are appointed to serve as the voting members of the Board Development Committee to a term ending at the 2012 Annual Meeting:

• SSF CEO: Mark Prutsalis
• SSF Treasurer: Louiqa Raschid
• Board appointment: Chamindra de Silva

Further, the Board appoints Mark Prutsalis to serve as Chair of this committee.

Adopted by a vote of 4-0-6 (yes-no-abstain) or +7 votes (6.0 required to pass) on 17 June 2011

Resolved, that the Board accepts the minutes of the annual Sahana Software Foundation members meeting as posted: 2011 Members Meeting Record of Decision

Adopted by a vote of 4-0-6 (yes-no-abstain) or +7 votes (6.0 required to pass) on 17 June 2011

Resolved, that the Board accepts the minutes of the annual Sahana Software Foundation Board Meeting as posted: 2011 Directors Meeting Record of Decision

Adopted by a vote of 4-0-6 (yes-no-abstain) or +7 votes (6.0 required to pass) on 17 June 2011

Resolved, that the Board accepts the Financial Report and Year One Budget as presented to the Annual Members Meeting as posted: Master 2011 Annual Meeting Slides

Adopted by a vote of 4-0-6 (yes-no-abstain) or +7 votes (6.0 required to pass) on 17 June 2011

Board Resolutions #50-57 were passed during the Annual Meeting of Directors and are further documented in the Record of Decision - SSF Annual Director's Meeting - May 28, 2012

Referencing Article III, Section 3.3 and 3.5 of the Sahana Software Foundation Bylaws, the Board appoints Michael Howden and Martin Thomsen as Directors of the Sahana Software Foundation for a term of three years (term to expire at the 2015 Annual Meeting.

The Board further sets the size of the Board at eight (8) for the next year.

The Board recognizes outgoing Directors Mifan Careem and Darmendra Pradeeper, whose term has expired, as joining the Board Emeritus.

MIchael Howden elected by a vote of 5-0-0 Directors present (yes-no-abstain) or +5 votes (3.5 required to pass) on 28 May 2012
Martin Thomsen elected by a vote of 5-0-1 Directors present (yes-no-abstain) or +5 votes (4.0 required to pass) on 28 May 2012
Size of Board = 8 adopted by a vote of 6-0-0 Directors present (yes-no-abstain) or +6 votes (4.0 required to pass) on 28 May 2012

Referencing Article I, Section 1 of the Sahana Software Foundation Bylaws, the Board hereby changes the official address of the principle office of the Sahana Software Foundation to 350 South Figueroa, Ste 437, Los Angeles, CA 90071.

Referencing Article I, Section 2 of the Sahana Software Foundation Bylaws, the Board here recognizes the following as an official additional office of the Sahana Software Foundation: 514 12th St., Brooklyn, NY 11215

Adopted by a vote of 6-0-0 Directors present (yes-no-abstain) or +6 votes (4.0 required to pass) on 28 May 2012

The Board accepts the Financial Report as presented by the CEO to the Annual Members Meeting as posted: SSF 2011 Financial Report

Adopted by a vote of 6-0-0 Directors present (yes-no-abstain) or +6 votes (4.0 required to pass) on 28 May 2012

The Board approves a motion passed by the Members Meeting to have the Sahana Software Foundation join OASIS as a Member Organization. The Board further directs the Chair of the Sahana Standards and Interoperability Committee to identify the delegates from the Sahana Software Foundation who will serve on OASIS working groups and technical committees.

Motion to Join OASIS adopted by a vote of 6-0-0 Directors present (yes-no-abstain) or +6 votes (4.0 required to pass) on 28 May 2012

Motion to have Standards Chair appoint SSF delegates to OASIS adopted by a vote of 5-0-1 Directors present (yes-no-abstain) or +5.5 votes (4.0 required to pass) on 28 May 2012

Referencing Article V, Section 5.2 of the Sahana Software Foundation Bylaws, the Board creates the Officer position of Vice-Chair.

Adopted by a vote of 4-1-1 Directors present (yes-no-abstain) or +4.5 votes (4.0 required to pass) on 28 May 2012

Referencing Article V of the Sahana Software Foundation Bylaws, and Board Resolutions #32 and #38, the Board makes the following appointments for Officers of the Sahana Software Foundation (individual votes noted) for terms expiring at the 2013 Annual Meeting:

• Chair: Brent Woodworth (5-0-1 or +5.5 votes) - Approved
• Vice-Chair: Martin Thomsen (5-0-1 or +5.5 votes) - Approved
• President & CEO: Mark Prutsalis (5-0-1 or +5.5 votes) - Approved
• Treasurer/CFO: Louiqa Raschid (5-0-1 or +5.5 votes) - Approved
• Secretary: Michael Howden (5-0-1 or +5.5 votes) - Approved
• Chair of Agasti PMC: Chad Heuschober (6-0-0 or +6 votes) - Approved (revoked by Board Resolution #62)
• Chair of Eden PMC: Fran Boon (5-0-1 or +5.5 votes) - Approved (revoked by Board Resolution #62)
• Chair of Standards and Interoperability PMC: Nuwan Waidyanatha (6-0-0 or +6 votes) - Approved

Adopted by Directors present on 28 May 2012

Referencing Article III, Section 3.10 of the Sahana Software Foundation Bylaws, and Board Resolutions #39 and #40, the Board makes the following appointments to Sahana Software Foundation Executive Committees for terms expiring at the 2013 Annual Meeting:

• Board Development: Brent Woodworth (Chair), Mark Prutsalis, Maria D'Albert
• Development: Mark Prutsalis (Chair), Brent Woodworth, Maria D'Albert, Louiqa Raschid, Martin Thomsen
• Community Development: David Bitner (Chair - Board Appointed representative), Trishan de Lanerolle (Member appointed representative), Michael Howden (Sahana Eden appointed representative) (revoked by Board Resolution #62).
• Financial Oversight Committee: Louiqa Raschid (Chair), David Bitner, Martin Thomsen, Dale Zuehls, Paul Phillips

Adopted by a vote of 6-0-0 Directors present (yes-no-abstain) or +6 votes (4.0 required to pass) on 28 May 2012

The Board approves a motion to revoke the requirement to hold the Sahana Software Foundation Annual Meeting in conjunction with another event. The words: “and designed to coincide with an educational and/or professional conference having relevance to some or all o fate Members of the Foundation.” shall be removed from Article IV, Section 4.1 of the Bylaws.

Adopted by a vote of 6-0-0 Directors present (yes-no-abstain) or +6 votes (4.0 required to pass) on 28 May 2012

Resolved, that the Board accepts the minutes of the Sahana Software Foundation 2012 Annual Meeting of the Members and the Board of Directors as posted:

• Record of Decision - SSF Annual Members Meeting - May 26-28, 2012
• Record of Decision - SSF Annual Directors Meeting - May 28, 2012
  

Adopted by a vote of 5-0-3 Directors by electronic ballot (yes-no-abstain) or +6.5 votes (5.0 required to pass) on 22 June 2012

Referencing Article V of the Sahana Software Foundation Bylaws and Board Resolution #20,

The Board revokes Board Resolution #20, creating the position of Chief Technical Officer (CTO) as an Officer of the Foundation.

Adopted by a vote of 4-0-4 Directors by electronic ballot (yes-no-abstain) or +5.5 votes (5.0 required to pass) on 22 June 2012

Referencing Article VI, Section 6.4 of the Sahana Software Foundation Bylaws and Board Resolution #29,

The Board revokes Board Resolution #29, establishing the Sahana PHP Project and Project Management Committee (later named “Sahana Agasti”) and dissolves the Sahana Agasti Project and its Project Management Committee.

Adopted by a vote of 5-0-3 Directors by electronic ballot (yes-no-abstain) or +6.5 votes (5.0 required to pass) on 22 June 2012

Referencing Article VI, Section 6.4 of the Sahana Software Foundation Bylaws and Board Resolution #30,

The Board revokes Board Resolution #30, establishing the Sahana Python Project and Project Management Committee (later named “Sahana Eden”) and dissolves the Sahana Eden Project and its Project Management Committee.

Adopted by a vote of 5-0-3 Directors by electronic ballot (yes-no-abstain) or +6.5 votes (5.0 required to pass) on 22 June 2012

Reference Board Resolutions #55 and #56,

The Board hereby revokes the appointment of Chad Heuschober (Chair, Sahana Agasti), and Fran Boon (Chair, Sahana Eden), as Officers of the Sahana Software Foundation.

The Board further revokes the appointment of Michael Howden as the Eden PMC representative on the Executive Committee for Community Development.

Adopted by a vote of 4-0-4 Directors by electronic ballot (yes-no-abstain) or +5.5 votes (5.0 required to pass) on 22 June 2012

Referencing Board Resolution #27,

The Board adds the following to the Naming Conventions for Sahana Projects:

Any use of the Sahana name as in “Sahana Name” must receive Board approval.

Adopted by a vote of 5-0-3 Directors by electronic ballot (yes-no-abstain) or +6.5 votes (5.0 required to pass) on 22 June 2012

Referencing Article VI of the Sahana Software Foundation ByLaws, the Board establishes the Sahana Product Development Project Management Committee as a Coordination Project of the Sahana Software Foundation.

This Committee shall be given responsibility for coordinating deliverables across Sahana technical projects and products, including initially the following existing Sahana products: Sahana Eden, Sahana Mayon, Sahana Vesuvius and Sahana Kilauea.

The Committee may promote or deprecate support for these or additional products in accordance with the following:

Sahana products governed by this PMC are to include any work of art that:

• is promoted as a supported Product by a vote of the PMC.
• Is wholly contained in a Master Branch, a read-only public revision-controlled repository that constitutes the most recent, canonical state of a particular product in its entirety (also known as trunk), that is publicly accessible and hosted (along with any Release Branches, [read-only, public, revision-controlled repositories that contain snapshots of a product taken at intermittent points in time and indicated by a unique identifier]), on the Foundation’s infrastructure or a public revision-control system in an account owned or otherwise fully controlled by an Officer of the Foundation and administered by the PMC.
• Possesses at least one (1) publicly-accessible support channel administered by the PMC.
• Uses an OSI-approved open-source license for all original work and OSI-compatible licenses for any derivative or redistributed work.
• Contains code in its Master Branch and Release Branches that comes only from Project Contributors who have signed a Contributor License Agreement (CLA) or is otherwise the intellectual property (copyright and patent license) of the Sahana Software Foundation through a Software Grant Agreement (SGA).

Responsibilities: The mission of the Sahana Products PMC is to provide an infrastructure that enables creativity, encourages best-practices, lowers the barriers to entry, and facilitates communication in support of the development and deployment of Sahana Software Foundation products supported by the PMC.

In service of this mission, the PMC will:

• Provide oversight of the products, ensure that all legal issues are addressed, that procedure is followed, and that each and every release is the product of the community as a whole.
• Ensure the long term development and health of the community as a whole, and to ensure that balanced and wide scale peer review and collaboration does happen.
• Communicate with stakeholders, domain experts and users.
• Coordinate with other Sahana Software Foundation Committees and Projects.

The Sahana Products Project Management Committee is responsible for:

• The administration and support of Master Branch and Release Branches of all products promoted by the PMC.
• Facilitating communication within the project membership and between the project and other Sahana Software Foundation entities.
• Coordinating release schedules with the Sahana Software Foundation CEO and any designated marketing team.
• Nominating a Chair, by election, from the members of the PMC.
• Appointing Master and Release Branch Managers, responsible for approving and administering merges into promoted product branches, and Support Managers, responsible for routing product support requests to the appropriate support channel, from amongst the project contributors.
• Ensuring that any use of the Sahana name by a product promoted by this Committee adheres to the Naming Conventions for Sahana Projects and receives board approval.
• Publicizing its motions and decisions to all project members.

Members: The Members of the Sahana Agasti and Sahana Eden Project Management Committees at the date of their dissolution are hereby appointed to be Members of the Sahana Products Project Management Committee to a term lasting until the end of July 2012.

These Members are:

• Praneeth Bodduluri
• Fran Boon
• Chamindra de Silva
• Graeme Foster
• Chad Heuschober
• Michael Howden
• Dominic Konig
• Darlene McCullough
• Greg Miernicki
• Glenn Pearson
• Mark Prutsalis
• Pat Tressel
• Charles Wisniewski

By the end of July 2012, these individuals must affirm their intent to be a PMC member by completing the following online form: http://goo.gl/3I7cY or they will become non-voting Emeritus members. Emeritus members may request readmission to the PMC; such requests would be voted upon by the current members of the PMC in accordance with the membership rules they establish.

Interim Chair: The Board appoints Fran Boon to serve as Interim Chair of the Sahana Products Project Management Committee. By the end of July 2012, the PMC members shall send a formal nomination of a Chair selected by the PMC members to the Secretary of the Board to serve until the next Annual Meeting. Should the Interim Chair be nominated to serve as Chair, the term will be extended until the next annual meeting and the title of Interim may be removed.

Community Development Committee Representation: The Chair may designate through notice to the Board of a representative from the PMC to serve on the Sahana Community Development Committee to a term lasting until the next Annual Meeting.

Adopted by a vote of 5-0-3 Directors by electronic ballot (yes-no-abstain) or +6.5 votes (5.0 required to pass) on 22 June 2012

Adopted by a vote of 5-0-0 Directors by electronic ballot (yes-no-abstain) or +5.5 votes (4.5 required to pass) on 28 June 2013

Adopted by a vote of 5-0-0 Directors by electronic ballot (yes-no-abstain) or +5.5 votes (4.5 required to pass) on 28 June 2013

Adopted by a vote of 5-0-0 Directors by electronic ballot (yes-no-abstain) or +5.5 votes (4.5 required to pass) on 28 June 2013

Under Section 4 - Complaint and Resolution Procedures, the language needs to be changed to make the SSF Secretary the person to report complaints to and the Board responsible for investigation and action to replace the CDC.

Proposed language follows:

“Filing a Complaint A person who believes s/he has been harassed or been subject to discriminatory treatment within the Sahana Software Foundation because of race, color, religion, creed, national origin, sex, sexual orientation, gender identity, gender expression, marital status, age, disability, pregnancy, or status as a disabled veteran, a Vietnam era veteran or other covered veteran, and any and all other classifications protected by applicable federal and state laws, or has been retaliated against for participating in such a complaint process, is urged to contact the Secretary of the SSF. The SSF Board of Directors reserves the right to initiate an investigation where there is evidence that a violation of this policy may have occurred. An individual may seek the assistance of the Secretary of the Foundation. “Resolution Options” will be recommended by the Board of Directors for action and may include mediation, sanctions, suspension with or without pay, a public acknowledgment and/or apology, attendance at workshops or seminars dealing with the violation issue, or termination of employment.”

Adopted by a vote of 5-0-0 Directors by electronic ballot (yes-no-abstain) or +5.5 votes (4.5 required to pass) on 28 June 2013

Mark Prutsalis - Approved

Adopted by a vote of 5-0-0 Directors by electronic ballot (yes-no-abstain) or +5.5 votes (4.5 required to pass) on 28 June 2013

Chair of the Board of Directors: Martin Thomsen (4-0-1) President & CEO: Mark Prutsalis (4-0-1) Secretary: Michael Howden (5-0-0) Treasurer/CFO: Louiqa Raschid (4-0-1) Chair of Products Development Committee: Fran Boon (5-0-0) Chair of Standards and Interoperability Committee: Nuwan Waidyanatha (5-0-0)
Adopted by a vote of Directors by electronic ballot (yes-no-abstain) (4.5 required to pass) on 28 June 2013

Adopted by a vote of 5-0-0 Directors by electronic ballot (yes-no-abstain) or +5.5 votes (4.5 required to pass) on 28 June 2013

Louiqa Raschid (Chair), Martin Thomsen, David Bitner, Dale Zuehls
Adopted by a vote of 5-0-0 Directors by electronic ballot (yes-no-abstain) or +5.5 votes (4.5 required to pass) on 28 June 2013

Adopted by a vote of 5-0-0 Directors by electronic ballot (yes-no-abstain) or +5.5 votes (4.5 required to pass) on 28 June 2013

Adopted by a vote of 5-0-0 Directors by electronic ballot (yes-no-abstain) or +5.5 votes (4.5 required to pass) on 28 June 2013

Salaried CEO position (90K/year) funded by 75% of SSF Net Income from Project Revenues, 20% from any donations and grants until fully funded.
Adopted by a vote of 4-1-0 Directors by electronic ballot (yes-no-abstain) or +4.5 votes (4.5 required to pass) on 28 June 2013

Adopted by a vote of 4-0-1 Directors by electronic ballot (yes-no-abstain) or +5 votes (4.5 required to pass) on 28 June 2013

Adopted by a vote of 4-0-1 Directors by electronic ballot (yes-no-abstain) or +5 votes (4.5 required to pass) on 28 June 2013

Memberships: OASIS ($1150) Staffing: Marketing / Business Development Code/Infrastructure Support Admin assistance Internship Program (see below - ~$13,000) Disaster Response Activities e.g. Sandy $8K (owed to Fran for time + travel) Events/Travel: Grace Hopper Celebration - travel + facilitation CAP/Oasis meetings 2014 SSF Conference and Annual Meeting in Sri Lanka
Adopted by a vote of 4-0-1 Directors by electronic ballot (yes-no-abstain) or +5 votes (4.5 required to pass) on 28 June 2013

Adopted by a vote of 4-0-1 Directors by electronic ballot (yes-no-abstain) or +5 votes (4.5 required to pass) on 28 June 2013

Due to inactivity, the following persons had their voting rights suspended in the following committees:

Adopted by a vote of 5-0-0 Directors by electronic ballot (yes-no-abstain) or +5.5 votes (4.5 required to pass) on 28 June 2013

The following persons were elected to the Sahana Software Foundation Board of Directors to a three-year term (ending 2016 Annual General Meeting):

• Devin Balkind (4-0-3, +5.5 votes)
• David Bitner (3-1-3, +4.5 votes)
• Nuwan Waidyanatha (4-0-3, +5.5 votes)

Adopted by the votes indicated above by electronic ballot (yes-no-abstain) +4.5 votes required to pass on 13 November 2013

The Board appoints Chamindra de Silva as a Director of the Sahana Software Foundation to a three year term (ending at 2017 Annual General Meeting)

Adopted by a vote of 4-1-1 (yes-no-abstain) or +5.5 votes (+4.0 required to pass) on 22 June 2014

The Board appoints the following persons to positions of Officers in the Sahana Software Foundation to a term lasting until the 2015 Annual General Meeting

• Chair: Martin Thomsen
• President & CEO: Michael Howden
• Secretary: Chamindra de Silva
• Chair of Sahana Products Development Committee: Fran Boon
• Chair of Sahana Standards & Interoperability Committee: Nuwan Waidyanatha

All adopted by a vote of 4-0-3 (yes-no-abstain) or +5.5 votes (+4.5 required to pass) on 22 June 2014

The Board appoints the following persons to the Financial Oversight Executive Committee to a term lasting until the 2015 Annual General Meeting:

• David Bitner
• Martin Thomsen
• Louiqa Raschid
• Dale Zuehls
• Mark Prutsalis

All adopted by a vote of 4-0-3 (yes-no-abstain) or +5.5 votes (+4.5 required to pass) on 22 June 2014

The Board revokes 514 12th Street, Brooklyn, NY as official address of the Sahana Software Foundation.

Adopted by a vote of 4-0-3 (yes-no-abstain) or +5.5 votes (+4.5 required to pass) on 22 June 2014

The Board appoints Mark Prutsalis as Financial Manager for the Sahana Software Foundation for 2 months to transition financial responsibility, accounting, and banking accounts/credit cards to the CEO elect or designee.

Adopted by a vote of 4-0-3 (yes-no-abstain) or +5.5 votes (+4.5 required to pass) on 22 June 2014

The Board formally changes the official title of “Chairman” to “Chair”

Adopted by a vote of 4-0-3 (yes-no-abstain) or +5.5 votes (+4.5 required to pass) on 22 June 2014

The Board appoints Brent Woodworth as a Director of the Sahana Software Foundation to a three year term (ending at 2017 Annual General Meeting)

Adopted by a vote of 4-1-2 (yes-no-abstain) or +5 votes (+4.5 required to pass) on 5 July 2014

The Board appoints David Bitner as Treasurer/CFO to term lasting until the 2015 Annual General Meeting.

Adopted by a vote of 5-0-3 (yes-no-abstain) or +6.5 votes (+5 required to pass) on 8 August 2014

The Board establishes and designates an Executive Advisory Committee (as described in Section 3.10 of the bylaws) to engage experienced people to support the Sahana Software Foundation. The powers and authority of the Executive Committee is hereby limited to provide advice to the Sahana Software Foundation CEO on the strategic issues and networking opportunities. Executive Advisory Committee members will be elected by the Board for a one year term.

Adopted by a vote of 7-0-1 (yes-no-abstain) or +7.5 votes (+5 required to pass) on 2 October 2014

The Board appointed the following persons to the Executive Advisory Committee to a one year term:

• Leslie Hawthorne (6-0-2 or +7)
• Dr. Jacqueline Parisi (6-0-2 or +7)
• David Dworin (5-1-2 or +6)
• Paul Currion (5-1-2 or +6)

All adopted by the votes (yes-no-abstain) indicated above (+5 required to pass) on 2 October 2014

The Board changes Bylaws, Section 3.5 Election of Directors and Term, as follows.:

FROM:
At the first annual meeting of Members, the Members shall elect nine (9) Directors to hold office as follows: three to serve a one-year term; three to serve for a two-year term; and three to serve for a three-year term.

At each successive meeting, Directors shall elect Directors for those seats on the Board whose term is expiring for three-year terms. Each Director shall hold office for the term for which he or she is elected and until his or her successor shall have been elected and qualified or until his or her resignation, removal or death. Directors may succeed themselves in office.

TO:
At the first annual meeting of Members, the Members shall elect nine (9) Directors to hold office as follows: three to serve a one-year term; three to serve for a two-year term; and three to serve for a three-year term.

At each annual meeting, one (1) Director shall be elected by the Members and any remaining Directors shall be elected by the Directors. Each Director shall hold office for the term for which he or she is elected and until his or her successor shall have been elected and qualified or until his or her resignation, removal or death. Directors may succeed themselves in office. Nominations for all candidates for election to the Board shall come from either the Board or Members at least 14 days in advance of the meeting.

Adopted by a vote of 4-2-2 (yes-no-abstain) or +5 votes (+5 required to pass) on 2 October 2014

The Board agrees to enter partnerships between the Sahana Software Foundation and the following groups:

• AIT / Asian Institute of Technology (5-1-2 or +6)
• Geeks Without Bounds (5-1-2 or +6)
• Digital Humanitarian Network (4-2-2 or +5)

All adopted by the votes (yes-no-abstain) indicated above (+5 required to pass) on 2 October 2014

The Board amends Section 4.1 of the Bylaws to permit the 2015 Annual Meeting to take place by the end of September 2015 by adding a phrase to the end of Section 4.1, as follows (change in bold):

“Section 4.1: Annual Meeting. An annual meeting of the Members and the Board shall be held on such date as shall be selected each year by the Board. [Amended at 2012 Director's Meeting]. The first annual meeting shall be not more than thirteen (13) months after the organization of the Foundation and, in the case of all other Annual Meetings, not more than thirteen (13) months after the date of the last annual meeting, except the 2015 Annual Meeting which is to take place by the end of September 2015.“

Adopted by a vote of 8-0-0 (yes-no-abstain) or +8 (+5 required to pass) on 29 July 2015

The Board appoints Fran Boon and Martin Thomsen to the Board of Directors for a three year term.

Adopted by a vote of 4-0-3 (yes-no-abstain) or +5.5 (+5 required to pass) on 20 September 2015

The Board appoints the following persons to officer positions f to a term lasting until the 2016 Annual Meeting:

• Chair: Martin Thomsen
• President & CEO: Devin Balkind
• Secretary: Chamindra de Silva
• Treasurer/CFO: David Bitner
• Chair of Products Development Committee: Fran Boon
• Chair of Standards & Interoperability Committee: Nuwan Waidyanatha

Adopted by a vote of 4-0-3 (yes-no-abstain) or +5.5 (+5 required to pass) on 20 September 2015

The Board appoints the following persons to the Financial Oversight Committee to a term lasting until the 2016 Annual Meeting:

• David Bitner (Chair)
• Martin Thomsen
• Mark Prutsalis
• Dale Zuehls

Adopted by a vote of 4-0-3 (yes-no-abstain) or +5.5 (+5 required to pass) on 20 September 2015

The following persons were appointed as Directors of the Sahana Software Foundation to a three year term (expires at Annual Meeting 2019):

• Mark Prutsalis
• Devin Balkind
• David Bitner
• Nuwan Waidyanatha

All adopted by votes of 6-0-2 (yes-no-abstain) or +7 (+5 required to pass) on 27 October 2016

The following persons were appointed to Officer Positions of the Sahana Software Foundation (term to last until 2017 AGM):

• Chair: Martin Thomsen
• President & CEO: Devin Balkind
• Treasurer/CFO: Mark Prutsalis
• Secretary: Chamindra de Silva

All adopted by votes of 6-0-2 (yes-no-abstain) or +7 (+5 required to pass) on 27 October 2016

The following persons were appointed to the Financial Oversight Committee to a term until the 2017 Annual General Meeting:

• Chair: Mark Prutsalis
• David Bitner
• Martin Thomsen

Adopted by a vote of 4-0-4 (yes-no-abstain) or +6 (+5 required to pass) on 27 October 2016

The Board establishes that, in addition to the methods of meeting outlined in Bylaws Section IV, the board can also make decisions using an online decision making tool agreed upon by the board. The secretary is responsibility for administering the decision making tool. Board members will be able to access the tool using their official @sahanafoundation.org email addresses. Decisionmaking via this tool will follow all the same rules as decisions made by other means, and falls under section 4.7 of the Bylaws entitled “Action by Written Consent Without a Meeting”. Board members will have a minimum of 7 days to respond via the platform. Votes can be changed for up to 3 days. All other decisionmaking elements will remain the same as with other meetings.

Adopted by a vote of 7-0-1 (yes-no-abstain) or +7.5 (+5 required to pass) on 27 October 2016

The Board made the following changes to the Bylaws of the Sahana Software Foundation:

SECTION 4.7 Action by Written Consent Without a Meeting is changed as follows:

Original Text: “Any action required or permitted to be taken by the Board or any Committee or the Members may be taken without a meeting if all Directors or committee members or members individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors or Members. ”

Changes: Additions in bold, removals in bold strikethrough:

“Any action required or permitted to be taken by the Board or any Committee or the Members may be taken without a meeting if a majority of all Directors or committee members or members individually or collectively consent in writing or online decision making tool to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors or Members.”

Adopted by a vote of 7-0-1 (yes-no-abstain) or +7.5 (+5 required to pass) on 27 October 2016

Referencing Article VI of the Sahana Software Foundation ByLaws, the Board establishes the Sahana Project Council Committee (SPCC) as a ‘Project Management Committee’ of the SSF. The SPCC is responsible for:

• convening Sahana Project Council (SPC) meetings
• administering the SPC’s membership, financial and decision making processes
• ensuring the SPC operates in accordance with its own charter
• working with the President/CEO of the SSF and the SSF Board of Directors to ensure that appropriate actions are taken to support the activities of the Sahana Project Council. “

Adopted by a vote of 7-0-1 (yes-no-abstain) or +7.5 (+5 required to pass) on 27 October 2016

The Board appoints Devin Balkind to the SPCC as its Chair. Additional Members to be appointed by the SPCC according to its charter.

Adopted by a vote of 7-0-1 (yes-no-abstain) or +7.5 (+5 required to pass) on 27 October 2016

The Board dissolves existing PMCs the Sahana Product Development Committee and the Sahana Standards and Interoperability Committee. These functions are to be subsumed by SPCC and its SPC Projects.

Adopted by a vote of 7-0-1 (yes-no-abstain) or +7.5 (+5 required to pass) on 27 October 2016

The President of the SSF shall we compensated at a rate of $40/hour with a maximum compensation in the year 2016 of $10,000. The President will keep a record of the date and duration of all tasks performed for which he/she expects compensation. The chairman of the board is responsible for reviewing and approving the time record and determining the amount of compensation at the end of the year.

Adopted by a vote of 6-0-2 (yes-no-abstain) or +7 (+5 required to pass) on 27 October 2016

Proposed Bylaws Changes to Article II - Members

Section 2.2 currently states: Section 2.2: Admission of Members. To be eligible for membership, a person or entity must be nominated by a current Member of the Foundation and complete a written membership application in such form as may be adopted by the Board from time to time. The nomination must be included in a notice to the Members, if any, of the Foundation within 92 days of receipt of the nomination, and at least fourteen (14) days prior to any vote on the applicant's admission, which notice may be by electronic means. A Member may only nominate two persons for membership in a given calendar year. Members of the Foundation shall be admitted if (1) twenty percent (20%) of existing Members of the Foundation submit a vote; (2) three-quarters (75%) of those vote to admit the nominee; and (3) after receipt by the Secretary of a membership application completed by each such proposed Member within thirty (30) days following the vote.

Section 2.2 will be changed to: Section 2.2: Admission of Members. To be eligible for membership, a person or entity must complete a written membership application and be approved in such form as may be adopted by the Board from time to time.

Section 2.4 currently states: Section 2.4: Termination of Membership. No Member may have his or her membership terminated except by the affirmative vote of two-thirds of the Members of the Foundation.

Section 2.4 will be changed to: Section 2.4: Termination of Membership. Membership must be renewed on an annual basis in such form as may be adopted by the Board from time to time. No Member may have his or her membership otherwise terminated except by the affirmative vote of the Board of Directors.

Adopted by a vote of 5-0-3 (yes-no-abstain) (5 positive votes required to pass) on 29 January 2017