Resolutions Passed by the Board 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:

“2. All of the current and former members of the Sahana Project Management Committee”

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.

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.

Adopted by a vote of 4-0-5 (yes-no-abstain) or +6.5 votes (5.5 required to pass) on 20 November 2009

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.

Adopted by a vote of 8-0-1 (yes-no-abstain) or +8.5 votes (5.5 required to pass) on 18 December 2009

As required by Section 8.5 of the ByLaws, the Board authorizes the Foundation to open deposit accounts at JP Morgan Chase Bank, NA

Adopted by a vote of 7-0-2 (yes-no-abstain) or +8 votes (5.5 required to pass) on 18 December 2009

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.

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

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.

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

Referencing Section 5.2 of the ByLaws: The Board approves the creation of the position of “Chief Technical Officer” or “CTO”. The responsibilities of the Chief Technical Officer (or CTO) include the following tasks:

• provide technical direction and guidance through coordinating community discussions and providing recommendations, for the Sahana Software Foundation and all Sahana projects including infrastructure and framework issues, ontologies and interoperability;
• provide technical direction and guidance through coordinating community discussions and providing and recommendations to the project teams responsible for maintaining the code base, working on releases, and coordinating bug fixes;
• serve as the chair of the security working group;
• serve as the technical lead for all Foundation-led efforts and projects;
• serve as an ex-officio member of all Sahana PMCs, committees and working groups;
• coordinate technical issues between Sahana projects through the Foundation's committee-based structures.
  

The CTO will report to the President and CEO of the Foundation.

Adopted by a vote of 5-1-3 (yes-no-abstain) or +6.5 votes (5.5 required to pass) on 1 January 2010

The Board names Chamindra de Silva to serve as Chief Technical Officer of the Sahana Software Foundation.

Adopted by a vote of 4-1-4 (yes-no-abstain) or +6 votes (5.5 required to pass) on 1 January 2010

A number of invited persons did not respond to the membership invitation by the ByLaw-mandated deadline (30 days from the invitation) of January 2, 2010 - including two members of the board.

Being sensitive to personal/professional holidays and travel that occur at the end of the calendar year, the board proposes to give everyone through January 16 to return the Membership Applications and signed CLAs. This requires an amendment to the ByLaws as follows:

Under Section 2.1 of the Bylaws, the following sentence: “Invited Members shall be notified by electronic means and shall have 30 days to respond.” shall be changed to: “Invited Members notified by electronic means on December 2, 2009 shall have until January 16, 2010 to respond.”

Adopted by a vote of 7-0-2 (yes-no-abstain) or +8 votes (5.5 required to pass) on 8 January 2010

Signed CLAs must be returned from all those with commit privileges to the main trunk of their respective Sahana projects.

Adopted by a vote of 7-0-2 (yes-no-abstain) or +8 votes (5.5 required to pass) on 8 January 2010

The Board establishes and designates an Executive Committee (as described in Section 3.10 of the bylaws) to provide financial oversight of contracts and the budget executed by the Sahana Software Foundation. The role and powers of the Executive Committee is hereby limited to provide feedback to the Sahana Software Foundation CEO on the following issues:

• Contracts between the Foundation and external organizations.
• Service contracts between the Foundations and individuals.
• Approval of the budget and payments.
• Legal and insurance and other governance issues related to the finances of the Foundation.
  

Adopted by a vote of 6-0-3 (yes-no-abstain) or +7.5 votes (5.5 required to pass) on 12 February 2010

The members of this Executive Committee (with the exception of the Foundation accountant) are all to be disinterested parties, defined as those who do not receive payment or income and who do not seek to receive payment or income related to their work on Sahana or activities of the Foundation.

The following individuals are appointed to serve on the Foundation Executive Committee for Financial Oversight for an initial term lasting until the next annual board meeting, at which time the board shall reappoint members of the Executive Committee:

• Sanjiva Weerawarana
• Martin Thomsen
• Louiqa Raschid
• Dale Zuehls
• David Bitner
  

Adopted by a vote of 6-0-3 (yes-no-abstain) or +7.5 votes (5.5 required to pass) on 12 February 2010

The Board establishes a Community Development Committee as an Executive Committee (as described in Section 3.10 of the bylaws) to coordinate SSF efforts to foster relationships with organizations and institutions that produce new Sahana developers and active community members.

The role and powers of the Executive Committee are hereby limited to the following:

• Apply for programmes and funding, and to administer programs that foster student-mentor relationships
• Creation of guidelines and support to help engage new developers in Sahana Projects
• Work with Sahana Projects and SSF resources such as the Wiki and the website to ensure documentation and orientation materials are clear and findable
• Provide specific rules and guidelines for Foundation led projects
• Outreach to work with educational institutions, internship programs, and programs such as, but not limited to, the Humanitarian FOSS program and the Google Summer of Code
• Engage in activities to help the SSF best make use of mentoring resources
  

The Executive Committee for Community Development will apprise the Executive Committee for Financial Oversight and seek its feedback on any activities that involve a financial commitment before making any commitments.

The membership of this committee is as follows:

• Sahana CEO
• Sahana COO (If present)
• Sahana CTO
• Two Members Appointed by the CEO with Board Approval
• Ex-Officio representative appointed by HFOSS project (non-voting)

The two appointed members shall serve a term coincident with the calendar year. The initial members shall be appointed by the CEO and accepted by the board as part of this resolution. The initial appointed members for this committee shall be David Bitner and Gavin Treadgold.

Adopted by a vote of 4-0-5 (yes-no-abstain) or +6.5 votes (5.5 required to pass) on 26 February 2010

The Board adopts the following Naming Conventions for all Sahana Software Foundation projects:

“These are some guidelines for choosing names for projects and products at the SSF. It is mostly common-sense.

• “Sahana” is our main trademark - In the case of projects with names, We also claim trademark on “Sahana Name” and “Name”.
• The name will always be prefixed with “Sahana” followed by a space. However in common usage it will get referred to as a single word. So choose carefully.
• Names should not simply specify the programming language or framework (those would not pass trademark review).
• Therefore, “Sahana” and “SahanaPy” and “Sahana-PHP” are all invalid names for a SSF project; be more creative.
• Reduce the likelihood of confusion.
• Trademarks exist by virtue of use, not just registration.
• The fact that a word or phrase is not registered as a trademark does not necessarily indicate that it is available for our use. If the mark is used in commerce but not registered, then we still cannot copy it for our goods.
• Use internet search tools to be sure that there is no “similar” product, i.e. software for a specific purpose.
• When people conduct an internet search after hearing about an SSF project, they will use some technical terms and a name. We want to appear near the top and not get confused with someone else in the same technical space.
• Potential search confusion is important for another reason. A Sahana project with a similar name to someone else in the same technical space may come to dominate searches in that space. If someone else holds a related trademark then this may lead to a legal dispute.
• Even if a product name cannot be found via a search, if you are aware that it is being used for a similar product then we cannot use it.
• Choose a name that is easily remembered, is not too long, and is not difficult to spell.
• Be culturally sensitive and avoid names that might offend.
• Consider using functional names, especially for products of existing projects, e.g. for an “Sahana Foo” project, the product name “Sahana Foo Pipelines”.
• Be good citizens, i.e. do unto others as you would expect that they should do unto you. For example, treat the product names of others with respect, i.e. do not try a twist that is close to the name of a similar product.
• Choose a sensible name early in a product's development, e.g. before mailing lists, package names, etc. Better to spend time now - your project will not want to change its product's name later.
• See this as an important marketing opportunity, rather than a bother.
• By carefully validating the uniqueness of our chosen names and clearly establishing first use in the field, we reduce the chances of future confusion.”
  

These guidelines are maintained at http://wiki.sahanafoundation.org/doku.php/foundation:project_names and will be available on the wiki and/or the foundation's website and maintained by the board.

Adopted by a vote of 2-0-7 (yes-no-abstain) or +5.5 votes (5.5 required to pass) on 12 March 2010

When an individual or corporation decides to donate a body of existing software or documentation to one of the Sahana Software Foundation (SSF) projects, they need to execute a formal Software Grant Agreement (SGA) with the SSF. Typically, this is done after negotiating approval with the SSF Incubator or one of the PMCs, since the SSF will not accept software unless there is a viable community available to support a collaborative project.

The Board therefore adopts the following Template Software Grant Agreement, that will be required for all Sahana Software Foundation projects or incubator projects:

“This License Agreement is entered into as of the XX day of MONTH, YEAR by (NAME OF LICENSOR (“Licensor”), in favor of The Sahana Software Foundation, a California nonprofit membership corporation (the “Foundation”).

WHEREAS, Licensor owns or has sufficient rights to contribute the software source code and other related intellectual property as itemized on Exhibit A (“Software”) under the terms of this agreement to the Foundation for use within Foundation software development projects (“Projects”).

NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. Subject to the terms and conditions of this License, Licensor hereby grants to the Foundation:
a) a non-exclusive, worldwide, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, distribute and sublicense, internally and externally, the Software and such derivative works, in source code and object code form; and,
b) a non-exclusive, worldwide, royalty-free, irrevocable patent license under Licensed Patents to make, use, sell, offer to sell, import and otherwise transfer the Software in source code and object code form. “Licensed Patents” mean patent claims owned by Licensor which are necessarily infringed by the use or sale of the Software alone.

2. Licensor represents that, to Licensor's knowledge, Licensor is legally entitled to grant the above license. Licensor agrees to notify the Foundation of any facts or circumstances of which Licensor becomes aware and which makes or would make Licensor's representations in this License Agreement inaccurate in any respect.

3. This Software is provided AS-IS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THE LICENSOR NOR ITS SUPPLIERS WILL BE LIABLE TO THE FOUNDATION OR ITS LICENSEES FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF THE WORK OR THE EXERCISE OF ANY RIGHTS GRANTED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This License Agreement is the entire agreement of the parties with respect to its subject matter, and may only be amended by a writing signed by each party. This License Agreement may be executed in one or more counterparts, each of which shall be considered an original.

IN WITNESS WHEREOF, Licensor has executed this License Agreement as of the date first written above.

LICENSOR:
Signed By:
Print Name:
Title:
Representing:
Contact Name:
Contact Email:

Exhibit A

List of software and other intellectual property covered by this agreement: ”

This template is currently maintained at http://wiki.sahanafoundation.org/doku.php/foundation:software_grant and will be available on the wiki and/or the foundation's website and maintained by the board.

Adopted by a vote of 2-0-7 (yes-no-abstain) or +5.5 votes (5.5 required to pass) on 12 March 2010

Referencing Sections 6.1 - 6.5 of the bylaws of the Sahana Software Foundation, the Sahana Software Foundation Board hereby establishes the Sahana PHP Project and Project Management Committee.

Members: Invitations to the initial membership of the PMC shall be extended to a subset of the members of the former PMC who elected to become members of the Sahana Software Foundation and are currently active in leading the project. This list includes the following members:

• Mifan Careem
• Chamindra de Silva
• Mahesh Kaluarachchi
• Greg Miernicki
• Darmendra Pradeeper
• Mark Prutsalis
• Gavin Treadgold

In addition, the following persons shall also be invited to join this group:

• Chad Heuschober
• Joseph Priyanga

Invitees shall be encouraged to accept only if they plan to be active in the project and shall have two weeks to respond, after which time the initial membership shall be fixed. A Chair shall be appointed by the Board for a term to run through the end of the calendar year following the formation of the PMC once its initial membership is confirmed.
In recognition of their contributions to Sahana, the following shall be listed as Emeritus members of the Sahana PHP Project PMC and may request to be restored to active status at any time:

• David Bitner
• Fran Boon
• Ravith Botejue
• Don Cameron
• Paul Currion
• Trishan de Lanerolle
• Ravindra de Silva
• Sudheera Fernando
• Sanjeewa Jayasinge
• Dominic Konig
• Prabath Kumarasinghe
• Ishan Liyanage
• Tim McNamara
• Louiqa Raschid
• Isuru Samaraweera
• Nuwan Waidyanatha
• Sanjiva Weerawarana
• Tom Worthington

Name of Project: Within one month of the passing of this resolution, in consultation with the community, the PMC must decide on the official name for the project that meets SSF naming guidelines and submit it to the board for approval.

Software Grant Agreement: Within one month, the chair of the PMC shall sign and return a Software Grant Agreement on behalf of the project.

License: The license of the Sahana PHP Project shall be GNU LGPL v.3

Responsibilities: The Sahana PHP Project is established as a Technical Project of the Sahana Software Foundation, with the responsibility for PHP versions of the Sahana application.

The mission of the Project Management Committee is:

• Provide oversight of the project, ensure that all legal issues are addressed, that procedure is followed, and that each and every release is the product of the community as a whole.
• Ensure the long term development and health of the community as a whole, and to ensure that balanced and wide scale peer review and collaboration does happen.
• Communicate with stakeholders, domain experts and users.
• Coordinate with other Sahana Software Foundation Committees and Projects

The Board retains the right to specify a public repository for all releases.

The Project Management Committee must ensure the following for their project:

• Ensure all source code is accessible on a public repository as specified by the Board.
• Ensure all releases are accessible on a public download location/server as specified by the Board
• Ensure the licensing compatibility of all 3rd party components included in the project.
• Ensure that all PMC members and Committers have returned signed CLAs to the Foundation.
• Ensure that all any code committed to the main trunk, experimental, deployment or any other branch of the project hosted on the Foundation's infrastructure and all releases can be freely redistributed by the Sahana Software Foundation; this includes ensuring compatible open source licenses are utiilized for all relevant libraries and further ensuring that CLAs have been signed by all contributors whose code or design or other intellectual property (such as detailed blueprints or other requirements specifications) has been committed to the code and releases.
• Ensure that project sites use a subdomain of the sahanafoundation.org domain and respect Sahana and Sahana Software Foundation branding;
• Adhere to common standards as specified by the Board or a coordinating committee to ensure interoperability, synchronization and synergy between Sahana projects.

Adopted by a unanimous vote of 9-0-0 (yes-no-abstain) or +9 votes (5.5 required to pass) on 26 March 2010

Referencing Sections 6.1 - 6.5 of the bylaws of the Sahana Software Foundation, the Sahana Software Foundation Board hereby establishes the Sahana Python Project and Project Management Committee.

Members: Invitations for members of the PMC shall be extended to all members of the former PMC who elected to become members of the Sahana Software Foundation and are active in the Sahana Python project. This list includes:

• Fran Boon
• Chamindra de Silva
• Dominic Konig
• Mark Prutsalis
• Gavin Treadgold

In addition, the following persons shall also be invited to join this group:

• Praneeth Bodduluri
• Michael Howden

Invitees shall be encouraged to accept only if they plan to be active in the project and shall have two weeks to respond, after which time the initial membership shall be fixed. A initial chair shall be appointed by the Board for a term to run through the end of the calendar year following the formation of the PMC once its initial membership is known.

Name of Project: Within one month of the passing of this resolution, in consultation with the community, the PMC must decide on the official name for the project that meets SSF naming guidelines and submit it to the board for approval.

Software Grant Agreement: Within one month, the chair of the PMC shall sign and return a Software Grant Agreement on behalf of the project.

License: The license of the Sahana Python Project shall be GNU LGPL v.3

Responsibilities: The Sahana Python Project is established as a Technical Project of the Sahana Software Foundation, with the responsibility for Python versions of the Sahana application.

The mission of the Sahana Python Project is:

• Provide oversight of the project, ensure that all legal issues are addressed, that procedure is followed, and that each and every release is the product of the community as a whole.
• Ensure the long term development and health of the community as a whole, and to ensure that balanced and wide scale peer review and collaboration does happen.
• Communicate with stakeholders, domain experts and users.
• Coordinate with other Sahana Software Foundation Committees and Projects

The Board retains the right to specify a public repository for all releases.

The Project Management Committee must ensure the following for their project:

• Ensure all source code is accessible on a public repository as specified by the Board.
• Ensure all releases are accessible on a public download location/server as specified by the Board
• Ensure the licensing compatibility of all 3rd party components included in the project.
• Ensure that all PMC members and Committers have returned signed CLAs to the Foundation.
• Ensure that all any code committed to the main trunk, experimental, deployment or any other branch of the project hosted on the Foundation's infrastructure and all releases can be freely redistributed by the Sahana Software Foundation; this includes ensuring compatible open source licenses are utiilized for all relevant libraries and further ensuring that CLAs have been signed by all contributors whose code or design or other intellectual property (such as detailed blueprints or other requirements specifications) has been committed to the code and releases.
• Ensure that project sites use a subdomain of the sahanafoundation.org domain and respect Sahana and Sahana Software Foundation branding;
• Adhere to common standards as specified by the Board or a coordinating committee to ensure interoperability, synchronization and synergy between Sahana projects.

Adopted by a unanimous vote of 9-0-0 (yes-no-abstain) or +9 votes (5.5 required to pass) on 26 March 2010

Referencing Sections 6.1 - 6.5 of the bylaws of the Sahana Software Foundation, the Sahana Software Foundation Board hereby establishes the Sahana Standards and Interoperability Project and Project Management Committees

Members: The initial persons invited to become members of the Sahana Standards and Interoperability Committee shall be:

• David Bitner
• Praneeth Bodduluri
• Fran Boon
• Mifan Careem
• Chamindra de Silva
• Chad Heuschuber
• Greg Miernicki
• Mark Prutsalis
• Louiqa Raschid
• Nilushan Silva
• Gavin Treadgold
• Nuwan Waidyanatha

Invitees shall be encouraged to accept only if they plan to be active in the project and shall have two weeks to respond, after which time the initial membership shall be fixed. A Chair shall be appointed by the Board for a term to run through the end of the calendar year following the formation of the PMC once its initial membership is confirmed.

Name of Project: This project shall be known as the “Standards and Interoperability Project”

Responsibilities: The Sahana Standards and Interoperability Project is established as a Coordinating Project of the Sahana Software Foundation, with the responsibilities across multiple Sahana Technical Projects.

The mission of the Standards and Interoperability Project is:

• recommend common standards to ensure interoperability, synchronization and synergy between Sahana projects and between Sahana and other open source projects.
• set minimum standards for interoperability between Sahana software projects
• promote the use of Open Standards for data exhange and interoperability, including, but not limited to those of such governing bodies as OASIS, OGC, and others as appropriate.
• participate in working groups such as the OASIS Emergency Management Technical Committee, W3C Emergency Information Interoperability Framework Incubator Group (EIIF XG) and/or its successor.

Adopted by a unanimous vote of 9-0-0 (yes-no-abstain) or +9 votes (5.5 required to pass) on 26 March 2010

Referencing Article VI of the Bylaws of the Sahana Software Foundation, the Board adopts the following policy for Chairs of the Project Management Committees.

Appointment of Chairs: The Board shall appoint the Chair of all PMCs as Officers of the Foundation, serving in a capacity equivalent to that of a Vice-President and carrying a title of Chair of Sahana [ProjectName] .

Term: Chairs shall serve a term concurrent with a calendar year. PMCs may nominate a Chair and send that nomination to the Board no later than 1 December for Board approval.

Powers and Responsibilities: The Chair has primary responsibility to serve as the interface between the Board and the Project, and has the power to establish rules and procedures for the day to day management of the communities for which the PMC is responsible. In managing the day to day responsibilities of the PMC, the Chair should serve as a facilitator for discussions and decisions to be made by the PMC and strive to ensure that everyone has a chance to be heard. Other responsibilities include:

• provide a report to the Board at the Annual Meeting on the status of the Project, and others that from time to time may be requested or otherwise specified by the Board.
• manage the official list of committers and PMC members and ensure that everyone is given appropriate access to the Foundation code base.
• notify the Board by e-mail asking for acknowledgement or objection of new PMC members or Committers nominated by the PMC, waiting 7 days before sending an invitation out to the nominated individual.
• notify the Board by e-mail asking for approval of the appointment of the Chair of the PMC for the next calendar year no later than 1 December.

Appointment of Initial Chairs: The Board appoints the following individuals to serve as Chairs of the designated Project Management Committees:

• Sahana PHP Project: Greg Miernicki
• Sahana Python Project: Fran Boon
• Sahana Standards and Interoperability Project: Chamindra de Silva

The term for these chairs shall end on December 31, 2010.

Adopted by a vote of 7-0-2 (yes-no-abstain) or +8 votes (5.5 required to pass) on 16 April 2010

The Board adopts the following as the Sahana Software Foundation Mission Statement:

To help alleviate human suffering by giving emergency managers, disaster response professionals and communities access to the information that they need to better prepare for and respond to disasters through the development and promotion of free and open source software and open standards.

Adopted by a vote of 6-0-3 (yes-no-abstain) or +7.5 votes (5.5 required to pass) on 15 June 2010