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- | ====== Resolutions Passed by the Transition Board of the Sahana Software Foundation ====== | ||
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- | ==== #1 – Scope of Transition Board Authority ===== | ||
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- | 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. | ||
- | * Prepare and approving legal documents related to the establishment of the legal entity of the Sahana Software Foundation – including articles of incorporation, | ||
- | * 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, | ||
- | * Other relevant duties of the board as defined in the [[team: | ||
- | The transition board should agree that the above bullets are the charter for the transition board and will limit its activities to these areas. | ||
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- | **Adopted by vote of 7-0-2 (yes-no-abstain) 02 June 2009** \\ | ||
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- | ==== #2 – Approval of Draft Articles of Incorporation in Principle ==== | ||
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- | A [[team: | ||
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- | **Adopted by vote of 8-0-1 (yes-no-abstain) 02 June 2009** \\ | ||
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- | ==== #3 – Adopt a Formal Voting System for all Transition Board Decisions ==== | ||
- | The current system governing board decisions is defined in the [[team: | ||
- | * 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/ | ||
- | * The vote deadline shall be 10 PM UTC Friday (every week). | ||
- | * 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. | ||
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- | 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. | ||
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- | **Adopted by vote of 8-0-1 (yes-no-abstain) 02 June 2009** \\ | ||
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- | ==== #4 – Update to Sahana.lk Website ==== | ||
- | The [[http:// | ||
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- | **Adopted by vote of 8-0-1 (yes-no-abstain) 02 June 2009** \\ | ||
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- | ==== #5 – Appointment of Secretary and Treasurer of Transition Board ==== | ||
- | Typical Board positions include a Chairperson, | ||
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- | **Adopted by vote of 6-2-1 (yes-no-abstain) 02 June 2009** \\ | ||
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- | ==== #6 - Signing an MOU and Collaboration with [[http:// | ||
- | 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. \\ | ||
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- | There is no expected financial commitment from Sahana. (IRMA will cover any costs of Sahana participation, | ||
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- | The following modules / capabilities are currently of interest: | ||
- | * SOA compliance - what modules and services? | ||
- | * Victim tracing and identification module. | ||
- | * Localization. What languages? | ||
- | * GIS Compliance? \\ | ||
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- | **Timeline: | ||
- | * 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. \\ | ||
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- | **Adopted by vote of 8-0-1 (yes-no-abstain) 02 June 2009** \\ | ||
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- | ==== #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. | ||
- | * 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. | ||
- | * Increase utilization of Sahana as a pre-disaster crisis and risk management tool. | ||
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- | **Adopted by vote of 7-1-1 (yes-no-abstain) 02 June 2009** \\ | ||
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- | ==== #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. \\ | ||
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- | **Adopted by vote of 8-0-1 (yes-no-abstain) 02 June 2009** \\ | ||
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- | ==== #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. \\ | ||
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- | **Adopted by vote of 4-0-5 (yes-no-abstain) or +6.5 votes (5.5 required to pass) on 08 August 2009** \\ | ||
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- | ==== #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 | ||
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- | **Adopted by vote of 4-0-5 (yes-no-abstain) or +6.5 votes (5.5 required to pass) on 08 August 2009** \\ | ||
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- | ==== #11 - Register " | ||
- | Approval to register " | ||
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- | **Adopted by vote of 4-0-5 (yes-no-abstain) or +6.5 votes (5.5 required to pass) on 08 August 2009** \\ | ||
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- | ==== #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. | ||
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- | The transition board should agree to the proposed bylaws. | ||
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- | **Adopted by a unanimous vote of 9-0-0 (yes-no-abstain) or +9 votes (5.5 required to pass) on 24 August 2009** \\ | ||
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- | ==== #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/ | ||
- | SahanaFoundation.org: | ||
- | SahanaProject.org: | ||
- | SahanaSoftware.org: | ||
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- | The Transition Board should formalize the decision to use SahanaFoundation.org the domain name for all Sahana Software Foundation sites. | ||
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- | **Adopted by a vote of 6-0-3 (yes-no-abstain) or +7.5 votes (5.5 required to pass) on 18 September 2009** \\ | ||
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- | ==== #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). | ||
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- | Recommended Slate of Officers | ||
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- | 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. | ||
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- | Mark Prutsalis – President and Chief Executive Officer: | ||
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- | Chamindra de Silva – Secretary: | ||
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- | Dale Zuehls – Treasurer: | ||
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- | (We recommend naming Dale Zuehls to this position because of his standing as our CPA/ | ||
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- | **Adopted by a unanimous vote of 9-0-0 (yes-no-abstain) or +9 votes (5.5 required to pass) on 23 October 2009** \\ | ||
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- | ==== #15 – Amendment to ByLaws 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:\\ | ||
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- | 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. \\ | ||
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- | 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. \\ | ||
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- | **Adopted by a vote of 4-0-5 (yes-no-abstain) or +6.5 votes (5.5 required to pass) on 20 November 2009** \\ | ||
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- | ==== #16 – Setting of Fiscal Year ==== | ||
- | 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. \\ | ||
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- | **Adopted by a vote of 8-0-1 (yes-no-abstain) or +8.5 votes (5.5 required to pass) on 18 December 2009** \\ | ||
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- | ==== #17 – Opening of Deposit Accounts ==== | ||
- | As required by Section 8.5 of the ByLaws, the Board authorizes the Foundation to open deposit accounts at JP Morgan Chase Bank, NA \\ | ||
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- | **Adopted by a vote of 7-0-2 (yes-no-abstain) or +8 votes (5.5 required to pass) on 18 December 2009** \\ | ||
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- | ==== #18 – Signatories on Accounts ==== | ||
- | 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.\\ | ||
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- | **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** \\ | ||
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- | ==== #19 – Authorization to Enter into Contracts ==== | ||
- | 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. \\ | ||
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- | **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** \\ | ||