Difference between revisions of "Board Meeting 2006 03 24"

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(correction on Mr. Kishor's consent)
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== Minutes ==
 
== Minutes ==
  
  These are DRAFT Minutes (official minutes will be posted [https://www.osgeo.org/content/foundation/meetings/board/board_meetings.html here] when they are approved by the board
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See official minutes of meeting posted [https://www.osgeo.org/content/foundation/meetings/board/board_meetings.html here]
 
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MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF THE OPEN
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SOURCE GEOSPATIAL FOUNDATION
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A Delaware non-stock corporation
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On March 24, 2006, at 8:00 am Pacific time, pursuant to notice duly given, the Board of Directors
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(the "Board") of the Open Source Geospatial Foundation (the "Foundation" or "OSGeo") held a
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meeting by teleconference.
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Present at the meeting were the following members of the Board: Chris Holmes, Gary Lang,
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Markus Neteler and Frank Warmerdam.  Board member Arnulf Christl was absent.  Also present
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at the request of the Board was Richard Steele, Secretary and legal counsel to the corporation, and
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Mark Lucas and Dave McIllhagga.  All participants indicated that they could hear one another.
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Additionally, Internet Relay Chat was used for backup purposes (#osgeo on irc.freenode.net). 
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Mr. Holmes called the meeting to order.  Mr. Holmes acted as chair of the meeting and
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designated Mr. Steele as secretary of the meeting.
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APPROVAL OF MINUTES
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The Board first approved by general consent the minutes of the meeting held on March 17, 2006.
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ADDITIONAL APPOINTMENTS TO BOARD OF DIRECTORS
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The Board next discussed expanding the size of the board of directors, consistent with the original
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plans for the Foundation as set forth in the Chicago organizational meeting.  The board noted that
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the voting members of the Foundation had selected four persons from a qualified field to serve as
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additional directors of OSGeo:  Jo Walsh, Mark Lucas, Dave McIllhagga and Venkatesh
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Raghavan. 
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At this point, Jo Walsh joined the meeting.  Ms. Walsh, Mr. Lucas and Mr. McIllhagga each
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introduced themselves, provided some biographical background and discussed their areas of
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interest.  Mr. Steele noted that the Foundations bylaws currently provide that the size of Board of
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Directors is a number fixed by resolution of the Board, provided that it is no less than five and no
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greater than nine.  Upon motion duly made and seconded, it was:
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RESOLVED, that pursuant to Section 3.2 of the Foundation's Bylaws, the size of the Board of
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Directors of the Foundation shall be fixed at nine (9) persons, until a further resolution or
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amendment of the Bylaws or Certificate of Incorporation shall amend such number.
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Mr. Steele next informed the board that as a result of the increase in the size of the Board, there
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were now four vacancies on the Board of Directors.  Mr. Steele cited Section 3.7 of the
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Foundation's Bylaws, which provides that any vacancies on the Board of Directors, including any
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vacancies created as a result of an increase in the authorized number of directors, may be filled by
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the affirmative vote of a majority of the remaining directors.  Accordingly, upon motion duly
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made and seconded, it was:
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RESOLVED, that pursuant to Section 3.7 of the Foundation's Bylaws, Jo Walsh, Dave
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McIllhagga, Mark Lucas and Venkatesh Raghavan are hereby appointed as members of Board of
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Directors of the Foundation, to serve until their successors are duly elected and qualified, or until
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their earlier resignation or removal:
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COMMITTEE REPORTS
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The Board next discussed establishing a weekly reporting mechanism for the various PSCs
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formed by the Board.  It was resolved that the Foundation's community manager would work to
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aggregate weekly written reports from each PSC highlighting progress and issues and providing
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increased visibility of OSGeo activities to the Board.
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At this point, Mr. Raghavan joined the meeting.
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EDUCATION AND CURRICULUM COMMITTEE
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The Board next discussed forming a Project Steering Committee (PSC) for an Education and
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Curriculum project (Education PSC), to be chaired by Puneet Kishor.  Mr. Neteler received Mr.
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Kishor's consent to so act through email prior to the meeting.  Mr. Neteler explained to
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the Board the goals and scope of the Education PSC, which include After discussion, and upon
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motion duly made and seconded, the following resolutions were passed:
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WHEREAS, the Bylaws of the Foundation permit the Board to establish Project Steering
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Committees (PSCs); and the Board deems it to be in the best interests of the Foundation and
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consistent with the Foundation's purpose to establish a PSC.
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NOW, THEREFORE, BE IT RESOLVED, that a Project Steering Committee, to be known as the
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"Education and Curriculum Project Steering Committee" (Education PSC), be and hereby is
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established pursuant to Article VI of Bylaws of the Foundation;
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RESOLVED FURTHER, that the Education PSC be and hereby is responsible for activities of the
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Foundation relating to: creating and promoting educational and curriculum material that supports
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the goals of the Foundation; providing appropriately licensed material relating to the open source
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geospatial user and developer communities that is accessible by a broad audience including
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academia, professionals, and the general public; and establishing ties with academic research
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projects.
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RESOLVED FURTHER, that the office of "Vice President, Education and Curriculum Project"
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be and hereby is created, the person holding such office to serve at the direction of the Board of
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Directors as the chair of the Education PSC, and to have primary responsibility for management
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of the project within the scope of responsibility of the Education PSC;
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RESOLVED FURTHER, that Puneet Kishor be and hereby is appointed to the office of Vice
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President, Education and Curriculum Project, to serve in accordance with and subject to the
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direction of the Board of Directors and the Bylaws of the Foundation until death, resignation,
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retirement, removal or disqualification, or until a successor is appointed;
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RESOLVED FURTHER, that the chair of the Education PSC be and hereby is given the authority
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to select the members of such PSC, who need not be voting members of the Foundation.
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DISCUSSION OF PRIORITIES
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The Board next briefly discussed the priorities list that Gary Lang had sent around.  The new
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members of the Board were requested to review those priorities and further discussion was tabled
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until the next meeting.
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COMPUTING RESOURCES
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Mr. Lucas next discussed an offer the Foundation had received from a university computing
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project to provide additional high performance computing resources.  The Board discussed the
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proposal and directed Mr. Lucas to further investigate and report back to the Board.
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ADJOURNMENT
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There being no further business, upon motion duly made and seconded, the meeting was
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adjourned.
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/s/ Rich Steele
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Secretary
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Revision as of 10:42, 3 April 2006

The 5th board meeting is planned for Friday, March 24th 2006 at 8:00 a.m. PST (fixedtime), by phone and IRC (#osgeo) at the same time.

From Skype call : +99038275318640

To use a regular phone:

 From the US: call # 1-419-753-7120 (free, long distance costs apply).
 From the UK: call # 0870-119-2350 (10p/minute).

Your Conference Room Number is : 5318640.

Agenda

  • Appoint meeting chairperson and secretary.
  • Review and approve prior meeting minutes
  • Introduce newly elected board members
  • Motion to increase the size of the board of directors to nine persons under Section 3.2 of the OSGeo bylaws
  • Motion to appoint Jo, Venkatesh, Mark and Dave to fill the newly created vacancies on the board of directors pursuant to section 3.7 of the OSGeo bylaws
  • Verify meeting time with regard to Asian participants
  • Committee reports
  • Motion on Education and Curriculum Committee (Markus)

Minutes

See official minutes of meeting posted here