Board of Directors/Handbook

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Board Member Handbook


Board meetings take place approximately monthly. In order to be "official" according to the law in the state where OSGeo is incorporated, all board meetings must have a quorum (five directors?) and be held by voice (conference call). So while IRC (#osgeo) may be used to facilitate meetings, and to hold unofficial meetings, it is necessary for official meeting motions to take place in a conference call or in person. Motions can be passed with a simple majority of directors attending the meeting.

It is also possible to pass motions by email; however, in order for this to be official *all* board members need to respond affirmatively to the motion.

Meetings are typically called by the chair (usually the President) who will post an agenda in advance and send email notice of the upcoming meeting to the board mailing list.

Each meeting must have a secretary, selected at the beginning of the meeting. Typically this is the foundation Secretary (currently Tyler as ED), but when unavailable any other meeting participant may be designated secretary. They are responsible to taking the minutes of the meeting, including a roll call of those attending and any motions passed. Typically the minutes should also contain other action items, decisions or major discussion points.

A director who cannot attend a meeting should provide notice to the board list (absent with regrets) as it makes it easier to determine who should be available to make quorum.

Mailing lists

The mailing list is used for most public board discussions. There is also a private board mailing list used only for matters that are considered needful to be kept private.

Conflict of Interest Policy

Please be aware of and adhere to the conflict of interest policy.