Board Meeting 2006 02 27

The second board meeting is planned for February 27th, 2006 at 8:00am PST, by phone and IRC 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 secretary.
 * Review and approve First Board Meeting minutes.
 * Status report on website and activities from DanielB.
 * Assign responsibility to approve/reject/forward mail arriving at 'info AT osgeo.org' to a second person (Tyler proposed as candidate).
 * Status report from the Treasurer (Gary).
 * Motion to form an Project Incubation Committee.
 * Motion to form a Promotion and Visibility Committee.
 * Motion on Proposed Board Election Procedure to elect four additional directors (Chris).
 * Review Contributor Agreement (Rich).
 * Proposed Press Release and Translations (Markus)
 * Motion to approve OSGeo Statement of Support for http://PublicGeodata.org web site (Markus w/Jo) (-> postponed to Third_Board_Meeting)
 * Discussion on being a 501c3 corporation.
 * Discuss, and possibly approve the OSGeo FAQ.

Minutes
Board Attendees: ArnulfC, FrankW, ChrisH, MarkusN, GaryL Other Attendees: DanielB, RichS, LauraR

RichS acted as secretary of the meeting


 * 1) The board reviewed and approved the minutes from the First Board Meeting
 * 2) The board discussed the proposed OSGeo Bylaws.  It was noted that the sections relating to the establishment of Project Steering Committees (PSCs) and special voting requirements (i.e., for relicensing of projects or other fundamental issues) may need to be reworked.  However, the board noted that the bylaws are required to permit proper corporate functioning and can be easily amended in the future as circumstances require.  A motion was made and seconded to approve the bylaws in the form circulated to the board for review.  The motion was carried by unanimous vote.
 * 3) DanielB next gave an update relating to the Web Committee (WebCom).  Three additional members have been added to WebCom (project located at https://webcommittee.osgeo.org/).  A summary of the report is on the Website Committee wiki page.  The board requested that WebCom present a written report of its activities at each board meeting.  The board also discussed moving the OSGeo community wiki to the osgeo.org domain.  It was resolved to move the wiki to wiki.osgeo.org.  Finally, it was resolved that the "info@osgeo.org" mail address would be forwarded to DanielB.
 * 4) GaryL next gave a brief treasurer's report.  He noted that the Autodesk budget of $150K was looking good, but much would be consumed by collabnet's infrastructure costs.  The foundation does not have a bank account yet or its own funds, but a bank account will be established shortly.
 * 5) The board next discussed incubation criteria and a proposal to form an Incubation Committee.  It was noted that the first matter for such a committee to take up is to define what the incubation and exit criteria would be, particularly since the initial "founding" OSGeo projects must all graduate from the incubation process.  A motion was made and seconded to create an Incubation Committee with FrankW as its chair.  The motion was passed by unanimous vote.
 * 6) The board next considered the establishment of a Promotion and Visibility Committee.  A motion to form such a committee with ArnulfC as its chair made and carried by unanimous vote.
 * 7) The board next considered a motion to approve the Proposed Board Election Procedure to elect four additional directors.  The motion was carried by unanimous vote.
 * 8) The board next discussed the proposed forms of Contributor Agreement.  It was resolved that a link to the forms of agreements would be distributed over the OSGeo discuss list, as well as the relevant lists for the 8 initial projects.  The appropriate project representatives would actively solicit feedback on the proposed agreements, particularly from major project contributors.  RichS will work on an FAQ/introduction for the contributor agreements, and will make himself available to answer questions about the forms.  The board put a deadline of two weeks on the process of soliciting feedback from major contributors and finalizing the form of the agreements.
 * 9) The board next discussed the initial foundation Press Release ( Translations).  It was decided that the foundation would finalize the current press release now (with minor edits discussed at the meeting), and issue by Weds, March 1.  Other press releases could be issued when the nine-person board is filled out and when projects are formally joined to the foundation.
 * 10) RichS next discussed issues around the decision whether or not to apply for 501c3 status for the foundation.  After discussion of the public charity test and UBIT issues, a motion was made and unanimously carried to authorize RichS to proceed with completing an application with the IRS for 501c3 status.
 * 11) The board next discussed the proposed OSGeo FAQ.  It was resolved to publish the FAQ on the osgeo.org website this week, but to give board members additional opportunity to review and comment.  The matter was deferred to be resolved over the board mailing list.  A deadline for comments was made by Weds, March 1.

Action Items

 * 1) RichS and GaryL to open OSGeo bank account
 * 2) Arnulf and Daniel to work on creating wiki.osgeo.org
 * 3) Gary to provide copy of collabnet contract arrangement for “business resumption planning”.
 * 4) BOD to review/discuss online OSGeo FAQ by Wednesday, March 1st and post along with translations.
 * 5) RichS to engage tax counsel to get application for 501c3 underway.
 * 6) FrankW to have process and criteria for Project Incubation Committee by next Board meeting.
 * 7) RichS to prepare FAQ for contributor agreements
 * 8) Significant contributors to foundation projects must (through Incubation Committee members), review and approve Contributor Agreements within the next 2 weeks.  Post and discuss online.
 * 9) All Board members review and provide comment on OSGeo FAQ by Weds, March 1
 * 10) LauraR to provide tallied results of Member election by noon PST Tuesday, 2/28.  Current members to vote on any ties and approve by Wednesday, March 1st.
 * 11) MarkusN to work with Sean Sternfeldt on press release to go out Wednesday, March 1st.