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foundation:board_resolutions [2016/12/02 15:08]
mprutsalis [#83 - Appointment of Officers]
foundation:board_resolutions [2017/02/13 16:35] (current)
mprutsalis [#107 - Amendment to Bylaws Article II
Line 880: Line 880:
   * David Bitner (3-1-3, +4.5 votes)   * David Bitner (3-1-3, +4.5 votes)
   * Nuwan Waidyanatha (4-0-3, +5.5 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**\\ **Adopted by the votes indicated above by electronic ballot (yes-no-abstain) +4.5 votes required to pass on 13 November 2013**\\
  
Line 904: Line 904:
   * Chair of Sahana Products Development Committee: Fran Boon   * Chair of Sahana Products Development Committee: Fran Boon
   * Chair of Sahana Standards & Interoperability Committee: Nuwan Waidyanatha   * 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**\\
 +\\
 +
 +
 +
 +==== #84 - Appointments to Financial Oversight Executive Committee ====
 +
 +
 +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**\\
 +\\
 +
 +
 +
 +==== #85 - Change of Official Address ====
 +
 +
 +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**\\
 +\\
 +
 +
 +
 +==== #86 - Appointment of Short Term Financial Manager ====
 +
 +
 +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\\
 +\\
 +
 + 
 +==== #87 - Change Title of Chairman ====
 +
 +
 +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**\\
 +\\
 +
 +
 +
 +==== #88 - Appointment of Director ====
 +
 +
 +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**\\
 +\\
 +
 +
 +
 +==== #89 - Appointment of Treasurer ====
 +
 +
 +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**\\
 +\\
 +
 +==== #90 - Establish Executive Advisory Committee ====
 +
 +
 +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**\\
 +\\
 +
 +
 +
 +==== #91 - Appointments to Executive Advisory Committee to 1 year term ====
 +
 +
 +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**\\
 +\\
 +
 +
 +
 +==== #92 - Amendment to Bylaws Section 3.5 ====
 +
 +
 +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**\\
 +\\
 +
 +==== #93 - Partnerships ====
 +
 +
 +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**\\
 +\\
 +===== 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**):​\\
 +\\
 +"​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**\\
 +\\
 +==== #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/​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**\\
 +\\
 +==== #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/​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**\\
 +\\
 +
 +
 +==== #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 <​del>​**bold strikethrough**</​del>:​\\  ​
 +\\
 +“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 <​del>​**written**</​del>​ consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by <​del>​**written**</​del>​ 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**\\
 +\\
 +
 +
 +==== #103 - Establishing the Sahana Project Council Committee as a Project Management Committee of the SSF ====
 +
 +
 +Referencing [[foundation:​bylaws#​article_viproject_management|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**\\
 +\\
 +
 +
 +==== #104 - Appointment of Members to the Sahana Projects Council Committee ====
 +
 +
 +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**\\
 +\\
 +
 +
 +
 +==== #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. ​ 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**\\
 +\\
 +
 +
 +==== #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: 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**\\
 +\\
  
-**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** 
foundation/board_resolutions.1480691302.txt.gz · Last modified: 2016/12/02 15:08 by mprutsalis
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