Resolutions Passed by the Transition Board of the Sahana Software Foundation

#1 – Scope of Transition Board Authority

The Sahana Software Foundation Transition Board was established to oversee the transition of governance and ownership of the Sahana project from the Lanka Software Foundation to an independent non-profit organization – the Sahana Software Foundation. The authority and activities of the Sahana Transition Board is defined as follows:

  • Prepare and approving legal documents related to the establishment of the legal entity of the Sahana Software Foundation – including articles of incorporation, bylaws and other supporting documents that define the roles of the Board (directors), members, and proposed technical, strategic and community advisory boards, and trustees, and defining common standards for all Sahana projects. These documents will all be published on the wiki for community comment but final versions will only be approved by the transition board.
  • Approving recommendations made by the Sahana community in terms of infrastructure (hosting, website, forums, mailing lists, wiki) for all Sahana projects.
  • Perform operational functions as needed to maintain the integrity and reputation of Sahana during the transitional period.
  • Establishment of the legal entity known as the “Sahana Software Foundation” (registered and incorporated as a 501-C3 non-profit organization under U.S. law)
  • Conduct fundraising for the Sahana Software Foundation within the legal guidelines for a newly established foundation.
  • Recommend an initial slate of SSF board members to replace transition board for approval by members of Sahana community (a process to be defined in the bylaws).
  • Coordinate with the Lanka Software Foundation on the legal transition, use of LSF funds for Sahana, and GSoC 2009 funds management.
  • Provide oversight of ongoing legal and community issues during transition period.
  • Provide ongoing advocacy for Sahana and represent Sahana with potential donors, supporters, partners, etc., at conferences, meetings, etc.
  • Other relevant duties of the board as defined in the January 2007 Sahana Board Document.

The transition board should agree that the above bullets are the charter for the transition board and will limit its activities to these areas. Technical decisions and directions for Sahana will continue to be governed and dictated by the community. The current PMC should continue to take primary responsibility for ongoing and current legal and community issues, but not as it relates to transition planning, proposed bylaws, and other supporting documents as they relate to the Sahana Software Foundation.

Adopted by vote of 7-0-2 (yes-no-abstain) 02 June 2009

#2 – Approval of Draft Articles of Incorporation in Principle

A draft of the proposed “Articles of Incorporation” for the Sahana Software Foundation have been posted. These were drafted to be consistent with U.S. law and modeled after several 501[c][3] organizations. A final version will be re-circulated for final board approval after legal/accounting advisors have reviewed and prepared a final version if necessary. The transition board should approve the draft Articles of Incorporation as drafted in principle such that the process of formally registering the Sahana Software Foundation as a legal entity in the United States can begin.

Adopted by vote of 8-0-1 (yes-no-abstain) 02 June 2009

#3 – Adopt a Formal Voting System for all Transition Board Decisions

The current system governing board decisions is defined in the January 2007 Board Document and calls for a simple majority with the Chair given power to decide in the absence of a simple majority, with no definition of time limits or quorum required. To replace this, the following system is proposed for the Transition Board:

  • Any Transition Board member can formally request a vote on an issue within the scope of the Transition Board responsibilities (see #1 above) provided it is “seconded” by another board member and a reasonable discussion period is allowed before the vote is called (at least three working days – see below).
  • Transition Board members will have at least 3 working days to comment/discuss and respond with a public (sent to the transition-board mailing list) +1(YES) or a -1(NO) vote. (no +0 or fractional votes will be allowed)
  • The vote deadline shall be 10 PM UTC Friday (every week). The deadline for a seconded vote request therefore shall be 10 PM UTC Tuesday for a vote by that Friday, otherwise it will go to the next Friday.
  • Transition Board members who do not vote or respond by the Friday deadline shall be counted as a +0.5 vote.
  • 5 ½ votes are required for the passage of any measure.

The proposed system simply requires a 2-vote margin adjusted for non-votes for measures to pass. (2-0; 3-1; 4-2; 5-3; or 6-3 are required for measures to pass taking into account non-votes. 4-votes against will always block a measure from passing. The transition board should approve this measure immediately such that all future votes will be taken in accordance with this proposal.

Adopted by vote of 8-0-1 (yes-no-abstain) 02 June 2009

#4 – Update to Sahana.lk Website

The homepage of Sahana continues to lag behind changes in Sahana’s governance structure. The transition board is not listed on the About pages – and the old Board, now disbanded, is still listed as the board. Updates should be made to the site as soon as possible, listing the Old Board as the “Board Emeritus” and the Transition Board with appropriate introductory verbiage explaining the transition from LSF to the Sahana Software Foundation now underway. The transition board should ask to have the website updated with the Transition Board, “Board Emeritus” and explanation of the transition within seven days.

Adopted by vote of 8-0-1 (yes-no-abstain) 02 June 2009

#5 – Appointment of Secretary and Treasurer of Transition Board

Typical Board positions include a Chairperson, Secretary and Treasurer. To assist our Chairman during the transition period, the position of Secretary and Treasurer should be filled. The responsibilities of the Secretary would be to ensure that documentation of Transition Board decisions is maintained on the wiki and to assist the Chairman to tabulate and record the results of any votes that the Transition Board makes. The role of the Treasurer would be to report on fundraising efforts to the Transition Board, and to serve as the primary interlocutor with LSF on the use of LSF funds to support Sahana, including the receipt and disbursement of GSOC 2009 funds. A lot of the work can be carried out by “Transition Team” members who would report to the Secretary and Treasurer on these tasks as they are in progress or completed.

Adopted by vote of 6-2-1 (yes-no-abstain) 02 June 2009

#6 - Signing an MOU and Collaboration with [[http://www.irma.lu | IRMA]]

IRMA is a funded EU project on risk management in Africa. Bartel van der Walle is one of the IRMA co-PIs. This potential collaboration will provide excellent visibility to Sahana in the EU community and exposure to disaster management in the African continent. It will enhance Sahana with risk management capabilities. IRMA is a research project so there is proof-of-concept prototypes being planned but no actual deployment in Africa.

There is no expected financial commitment from Sahana. (IRMA will cover any costs of Sahana participation, travel, etc.) The MOU will primarily ensure that the Sahana modules to be used by IRMA will be included in the Sahana test and release process. IRMA will probably be willing to contribute personnel for development and testing. See ISCRAM site \\.
The following modules / capabilities are currently of interest:

  • SOA compliance - what modules and services?
  • Victim tracing and identification module.
  • Localization. What languages?
  • GIS Compliance?


Timeline: Goteborg May 2009: Prepare memorandum of Understanding describing how IRMA and Sahana will cooperate and identify initial priorities. Right now we request the transition board to authorize Dominic to represent Sahana at this meeting. (Conditional Approval has been granted because of the immediate timeframe). Sign MOU.

  • Pretoria November 2009: Draft implementation plan (IRMA supports travel).
  • 4Q2009 - Draft proposal for Sahana funding, e.g., WB Development Marketplace.
  • 4Q2010 or 1Q2011: Demonstration of IRMA and SAHANA in a simulated flood disaster.


Adopted by vote of 8-0-1 (yes-no-abstain) 02 June 2009

#7 – Setting Priorities for the Sahana Transition Board

The following are recommended priorities focus areas for the transition board

  • Utilize well defined structured approaches when addressing issues and setting direction
  • The board member actions should be in compliance with the mission, objectives, and responsibilities of sitting board members. The associated mission, objective and board member responsibilities should be defined and documented.
  • Information distributed to board members should be relevant to the overall mission of the Sahana Software Foundation and relevant to the position and responsibilities of the board members.
  • A strong focus should be placed on operability and mission ready actions. We need to drive forward and take appropriate actions to ensure our success, survival, and growth.
  • Increase utilization of Sahana as a pre-disaster crisis and risk management tool. Sahana is most effective if it is installed, populated, and utilized prior to a disaster event. Our marketing efforts should include pre-disaster installation as an important objective.


Adopted by vote of 7-1-1 (yes-no-abstain) 02 June 2009

#8 – Identification of Board Collaboration Tools

The Transition Board needs to identify and decide upon a set of collaboration tools to more effectively manage board operation. Email as a tool is not sufficient, and a richer tool (or toolset) is required to manage things such as meetings, assigned actions, knowledge etc. It will be difficult to advance activities until a more structured approach is provided, and the Board agrees to use it.

Adopted by vote of 8-0-1 (yes-no-abstain) 02 June 2009

#9 - Local Website for New Zealand Cluster

Approval of the Board to sanction the creation of a local website, that eventually will include a local demo and local email list(s) to coordinate activities in New Zealand. This would be managed and hosted locally and would not incur any financial liability for the Sahana Software Foundation.

Adopted by vote of 4-0-5 (yes-no-abstain) or +6.5 votes (5.5 required to pass) on 08 August 2009

#10 - Subdomain for Website for New Zealand Cluster

Approval of the Board to use nz.sahanasoftware.org as our main servername and to use sahana.org.nz as a friendly local address that would redirect to nz.sahanasoftware.org [note- “sahahasoftware.org” will be replaced by the domain name chosen by the community and board for the Sahana Software Foundation]
Adopted by vote of 4-0-5 (yes-no-abstain) or +6.5 votes (5.5 required to pass) on 08 August 2009

#11 - Register "Sahana" trademark in New Zealand

Approval to register “Sahana” as a registered word in New Zealand. The Sahana Software Foundation is to be the owner, and Gavin Treadgold is to be the agent (requires someone in New Zealand). If approved, Tim McNamara and Gavin Treadgold will prepare an application to be again passed before the Board before we submit it to IPONZ. The cost for this is somewhere around the order of NZD$100 and Gavin Treadgold will fund this personally.

Adopted by vote of 4-0-5 (yes-no-abstain) or +6.5 votes (5.5 required to pass) on 08 August 2009

#12 – Adoption of By-Laws for the Sahana Software Foundation

The Sahana Software Foundation Transition Board was established to oversee the transition of governance and ownership of the Sahana project from the Lanka Software Foundation to an independent non-profit organization – the Sahana Software Foundation. The proposed By-Laws of the Sahana Software Foundation define the organizational governance structure of the foundation and meet the legal requirements for a 501[c][3] non-profit organization. The Proposed By-Laws can be reviewed here.

The transition board should agree to the proposed bylaws. They are based on a best-of-breed approach – borrowing liberally from the bylaws of similar open source software foundations, including the Apache Software Foundation, the Mozilla Software Foundation, the Django Software Foundation and several emergency management focused non-profit foundations established in the state of California, where the Sahana Software Foundation is officially registered. The discussion and decisions of the Sahana.next meeting in Colombo from this past March are also reflected in the draft bylaws. Adoption of these bylaws will allow the foundation to move forward with the new organizational structure, fundraising, the appointment of officers, and to complete the transition of governance of the Sahana project from the Lanka Software Foundation to the Sahana Software Foundation.

Adopted by a unanimous vote of 9-0-0 (yes-no-abstain) or +9 votes (5.5 required to pass) on 24 August 2009

#13 – Adoption of SahanaFoundation.org as domain name for Sahana Software Foundation infrastructure

The Sahana Software Foundation Board needed to select a single domain name for use by the Sahana Software Foundation for its website, e-mail, wiki and portal/gateway to all projects through sub-domain routing. A doodle survey was set up to solicit the opinion of the community on options. The results of the poll was (results are available at http://www.doodle.com/k6q3d7h3pf7bkf5r): SahanaFoundation.org: 17 votes SahanaProject.org: 15 votes SahanaSoftware.org: 4 votes

The Transition Board should formalize the decision to use SahanaFoundation.org the domain name for all Sahana Software Foundation sites. This includes subdomain routing for all Sahana projects and clusters. This should be implemented as soon as possible after the vote.

Adopted by a vote of 6-0-3 (yes-no-abstain) or +7.5 votes (5.5 required to pass) on 18 September 2009

#14 – Appointment of Officers of the Sahana Software Foundation and extension of Board Membership until first Annual Meeting in May 2010

All of our current board members agree to remain on the Board until our next official “in-person” board meeting currently scheduled for May 2010 in Seattle, Washington (USA). A slate of officers needs to be elected to meet our legal and operating requirements as a non-profit foundation.

Recommended Slate of Officers (all officer positions will again be reviewed and subject to vote at the May 2010 meeting)

Brent Woodworth – Chairman : The Chair position has responsibility for helping to guide and maintain the overall image and direction of the foundation. Additional responsibilities include fund raising, collaboration building, external issue resolution, foundation visibility, and global outreach. The chairman is also responsible for conducting board meetings and exercising the will of the board. Legal responsibility includes officer liability and signature authority.

Mark Prutsalis – President and Chief Executive Officer: The President and CEO is responsible for the daily operation and management of the foundation. Responsibilities will include: interface and communicate with board members, developers, volunteers, and committees on a regular basis. Coordination of development efforts, setting operational priorities, interface with 3rd party organizations, developing and making presentations, overall management of Sahana Software Foundation business operations. As President and CEO this officer will also work closely with our CPA/Attorney to ensure all legal and accounting practices are properly implemented and reviewed. Resolving and addressing internal policy and operational issues along with maintaining our bylaws and implementing the approved policies of the board. Legal responsibilities include taking on officer liability, government audit support, and signature authority.

Chamindra de Silva – Secretary: The Secretary helps to maintain the records of the corporation and works under the guidance of the President and CEO in helping to conduct the business of the foundation. Responsibilities shall include: keeping accurate records of the acts and proceedings of all meetings of the Members and Directors; giving all notices required by law and by the Foundation bylaws. In addition, the Secretary shall have general charge of the Foundation books and records, including membership records of the Foundation, and of the Foundation seal. Legal responsibility includes officer liability.

Dale Zuehls – Treasurer: The Treasurer has responsibility for reviewing and maintaining the financial records of the foundation. The Treasurer responsibilities include: Presenting financial reports to the board of directors, approving capital expenditures, maintaining the foundation relationship with our banking institution, completing legal documents as needed, upholding the bylaws and implementing the approved policies of the board. The Treasurer will have officer liability and primary signature authority on our bank account. (Note: the Treasurer must be located in the USA and readily accessible to handle weekly operational financial issues and payments as needed.

(We recommend naming Dale Zuehls to this position because of his standing as our CPA/Attorney and high level of accessibility to take financial action on behalf of the foundation)

Adopted by a unanimous vote of 9-0-0 (yes-no-abstain) or +9 votes (5.5 required to pass) on 23 October 2009

foundation/transition_board_resolutions.txt · Last modified: 2010/12/18 17:35 (external edit)
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