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

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