Meeting of the SSF Board 5 December 2011

A Meeting of the Board was held on 5 December 2011 @ 1700 UTC. The meeting was called by SSF President Mark Prutsalis on 28 November 2011 in accordance with SSF bylaws section 4.3

In attendance: Brent Woodworth, Mark Prutsalis, Chamindra de Silva, David Bitner, Louiqa Raschid.

A quorum was present and the meeting called to order.

See Slides used during the meeting which include CEO's report on SSF 501©(3) status, planning for 2012 Annual Meeting, and a financial report on SSF finances for 2011 through the end of November.

Presented by Mark Prutsalis: A policy was prepared by our counsel and submitted to the IRS along with our 501©(3) application that was simply boilerplate language from the IRS's own suggested template, but we never went through the formal motions of having the board adopt such a policy. A draft adapted from the original was presented for consideration. Places where changes or additions have been made are highlighted in yellow and comments of explanation are added. See:

• Proposed Conflict of Interest Policy
• Proposed Annual Compliance Form

David Bitner moves to adopt; seconded by Louiqa Raschid.

Vote: Conflict of Interest Policy adopted by a vote of 5-0

Presented by David Bitner: Expectations of what is reasonable for travel was focal point of policy; to make things easier by having everything laid out and clear. See:

• Proposed Travel policy
• Proposed Travel Request Form
• Proposed Travel Expense Claim Form

David Bitner moves to adopt; Seconded by Louiqa Raschid.

Vote: Travel Policy adopted by a vote of 5-0

Presented by David Bitner: Recommendations for amending the bylaws came from the Community Development Committee. See Description of Proposed Changes to first, second and fourth sentences of Section 2.2 of the SSF bylaws.
Discussion:

First Sentence: David Bitner raised an objection to allowing people to apply for membership and gave support to maintaining the limit of 2 nominations per member per year to keep some form of restriction on growth of the membership. Board members in attendance decided to defer a vote on changing the language of the first sentence at this time and no motion was made to put this proposal to a vote.

Fourth Sentence: Chamindra de Silva proposed a higher standard than 3/4 (75%) of positive votes being required to admit new members to allow for objections to be considered.

VOTES

David Bitner moved to vote on the proposed changes to the second and fourth sentences, seconded by Louiqa Raschid. Mark Prutsalis proposed separate votes on these changes; David Bitner did not object to splitting the vote.

Note changes in bold (new language) and strikethrough (to be removed).

Second Sentence: 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.

Vote: Change passes by a vote of 5-0

Fourth Sentence: Members of the Foundation shall be admitted only by a majority vote of the existing Members of the Foundation, and 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.

Vote: Change passes by a vote of 4-0-1 (1 abstention – Chamindra de Silva)

Presented by Mark Prutsalis: As the financial plan for the SahanaCamp Program includes funding for the time of the CEO to organize and deliver the camps, the CEO requested neutral director approval of this plan. The directors agreed to send the SahanaCamp financial proposal to the SSF Financial Oversight Committee to approve.

Presented by Mark Prutsalis & Brent Woodworth: See Slides

Presented by David Bitner: CDC still to work on issues of Emeritus Members and an effective rewards and incentive program.

Presented by Mark Prutsalis: See Slides

Presented by Louiqa Raschid: Not been meeting – Mark has been sharing the financial reports; have been reviewing regularly; commend Mark for keeping clean books. Financial report will be shared with Members as part of record of this meeting. See Slides

Mark – quarterly virtual Board meetings – will set up another meeting before the next annual meeting.

Chamindra: time to organize a user group? Stakeholder group? Representative of orgs using Sahana – advisory board. Brent: Great way to get feedback. Discussed: well-moderated discussion list, quarterly virtual meetings; needs someone to lead and identify what we want to get out of this. Mark and Chamindra will start planning see what resources we would need to support this process – starting from legacy proposals for a strategic user advisory group.

ADJOURNED