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foundation:board_resolutions [2016/12/02 15:21] mprutsalis [#83 - Appointment of Officers] |
foundation:board_resolutions [2017/02/13 16:35] (current) mprutsalis [#107 - Amendment to Bylaws Article II |
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**All adopted by the votes (yes-no-abstain) indicated above (+5 required to pass) on 2 October 2014**\\ | **All adopted by the votes (yes-no-abstain) indicated above (+5 required to pass) on 2 October 2014**\\ | ||
\\ | \\ | ||
+ | ===== 2015 ===== | ||
+ | |||
+ | |||
+ | ==== #94 - Amendment to Bylaws Section 4.1 ==== | ||
+ | |||
+ | |||
+ | 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**): | ||
+ | \\ | ||
+ | " | ||
+ | \\ | ||
+ | **Adopted by a vote of 8-0-0 (yes-no-abstain) or +8 (+5 required to pass) on 29 July 2015**\\ | ||
+ | \\ | ||
+ | ==== #95 - Appointment of Directors ==== | ||
+ | |||
+ | |||
+ | 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**\\ | ||
+ | \\ | ||
+ | ==== #96 - Appointment of Officers ==== | ||
+ | |||
+ | |||
+ | 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/ | ||
+ | * 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**\\ | ||
+ | \\ | ||
+ | ==== #97 - Appointments to Financial Oversight Committee ==== | ||
+ | |||
+ | |||
+ | 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**\\ | ||
+ | \\ | ||
+ | ===== 2016 ===== | ||
+ | |||
+ | |||
+ | ==== #98 - Appointment of Directors ==== | ||
+ | |||
+ | |||
+ | 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**\\ | ||
+ | \\ | ||
+ | ==== #99 - Appointment of Officers ==== | ||
+ | |||
+ | |||
+ | 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/ | ||
+ | * 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**\\ | ||
+ | \\ | ||
+ | |||
+ | |||
+ | ==== #100 - Appointments to Financial Oversight Executive Committee ==== | ||
+ | |||
+ | |||
+ | 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**\\ | ||
+ | \\ | ||
+ | |||
+ | |||
+ | ==== #101 - Establishing an online decision making platform as a valid place for Board of Director decisionmaking ==== | ||
+ | |||
+ | |||
+ | 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**\\ | ||
+ | \\ | ||
+ | |||
+ | |||
+ | ==== #102 - Changes to Bylaws Section 4.7 ==== | ||
+ | |||
+ | |||
+ | 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 < | ||
+ | \\ | ||
+ | “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. | ||
+ | \\ | ||
+ | **Adopted by a vote of 7-0-1 (yes-no-abstain) or +7.5 (+5 required to pass) on 27 | ||
+ | October 2016**\\ | ||
+ | \\ | ||
+ | |||
+ | |||
+ | ==== #103 - Establishing the Sahana Project Council Committee as a Project Management Committee of the SSF ==== | ||
+ | |||
+ | |||
+ | Referencing [[foundation: | ||
+ | * 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/ | ||
+ | |||
+ | |||
+ | **Adopted by a vote of 7-0-1 (yes-no-abstain) or +7.5 (+5 required to pass) on 27 | ||
+ | October 2016**\\ | ||
+ | \\ | ||
+ | |||
+ | |||
+ | ==== #104 - Appointment of Members to the Sahana Projects Council Committee ==== | ||
+ | |||
+ | |||
+ | The Board appoints Devin Balkind to the SPCC as its Chair. | ||
+ | \\ | ||
+ | **Adopted by a vote of 7-0-1 (yes-no-abstain) or +7.5 (+5 required to pass) on 27 | ||
+ | October 2016**\\ | ||
+ | \\ | ||
+ | |||
+ | |||
+ | |||
+ | ==== #105 - Dissolution of the Sahana Product Development Committee (PMC) and Sahana Standards and Interoperability Committee (PMC) ==== | ||
+ | |||
+ | |||
+ | The Board dissolves existing PMCs the Sahana Product Development Committee and the Sahana Standards and Interoperability Committee. | ||
+ | \\ | ||
+ | **Adopted by a vote of 7-0-1 (yes-no-abstain) or +7.5 (+5 required to pass) on 27 | ||
+ | October 2016**\\ | ||
+ | \\ | ||
+ | |||
+ | |||
+ | ==== #106 - 2016 Compensation of President & CEO ==== | ||
+ | |||
+ | |||
+ | 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**\\ | ||
+ | \\ | ||
+ | |||
+ | ===== 2017 ===== | ||
+ | |||
+ | ==== #107 - Amendment to Article II of the Bylaws ==== | ||
+ | |||
+ | Proposed Bylaws Changes to Article II - Members \\ | ||
+ | \\ | ||
+ | Section 2.2 currently states: | ||
+ | \\ | ||
+ | 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**\\ | ||
+ | \\ | ||
+ |