OSGeo - User contributions [en]

Board Meeting 2006 05 05

2006-05-07T19:00:49Z

Wiki-Rich steele: /* Agenda */

The 9th board meeting is planned for Friday, May 5th, 2006 at 15:00 UTC ([http://www.timeanddate.com/worldclock/fixedtime.html?month=5&day=5&year=2006&hour=15&min=0&sec=0 fixedtime]), by phone and IRC ([irc://irc.freenode.net/#osgeo #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 [http://wiki.osgeo.org/index.php/Eighth_Board_Meeting#Minutes prior meeting minutes]
* Discuss and adopt [[Committee Guidelines]]
* Hammer out details of [[Face to Face Meeting Summer 2006]].
* Start work on a budget, assign lead role.
* Delegate someone (ideally a board member) to be contact person / sender for [[Response to RFI for US Gov GeoSpatial]]

== Minutes ==

MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF THE OPEN SOURCE GEOSPATIAL FOUNDATION A Delaware non-stock corporation

On May 5, 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, Dave McIllhagga, Markus Neteler, Frank Warmerdam, and Mark Lucas. Arnulf Christl and Venkatesh Raghavan participated by IRC. Directors Jo Walsh and Gary Lang did not attend the meeting. Also present at the request of the Board were Daniel Brookshier, VP Website Committee, and Rich Steele, legal counsel and secretary to the Foundation. All participants on the call indicated that they could hear one another. Additionally, Internet Relay Chat was used for backup purposes (#osgeo on irc.freenode.net). Mr. Warmerdam was appointed chairperson of the meeting. Finding a quorum present, Mr. Warmerdam called the meeting to order. Rich Steele was appointed secretary of the meeting.

APPROVAL OF MINUTES

The Board first approved by general consent the minutes of the meeting held on April 28, 2006.

FACE TO FACE MEETING

The board next discussed the possibility of conducting 1-2 days of meetings in June. It was suggested that meeting the Sunday and/or Monday before the Where 2.0 conference in the SF Bay Area would probably be best (the conference starts on Tuesday). Mr. Warmerdam indicated that he would create a [http://wiki.osgeo.org/index.php/Face_to_Face_Meeting_Summer_2006 wiki page] to discuss topics and attendance for the meeting. In particular, it was suggested that the meeting be used as a session to evaluate projects in incubation (for graduation), considering new projects for incubation, sponsorship/fundraising, and visibility/PR issues.

BUDGETING/FUNDRAISING

This topic was tabled due to Gary Lang's absence.

RFI FOR GOVERNMENT GEOSPATIAL

OSGeo is working on a response to the US Gov't RFI around geospatial technologies. The board discussed the issue of "approving" as offical OSGeo position any response to the RFI. Chris Holmes volunteered to be contact point for the Board of Directors on this project. Frank Warmerdam made a motion, subsequently approved, that the RFI response to go out under the OSGeo name would first be submitted to the board with a brief opportunity to comment, and failing any objection, would go out.

COMMITTEES AND OFFICERS

The board next discussed the status of certain committees and officers, and questions were asked of Rich Steele relating to the authority of OSGeo officers. Mr. Steele responded to the questions and it was then resolved that he would prepare some basic guidelines to delineate the scope of the officers' authority.

COMMITTEE GUIDELINES

This topic was tabled due to the absence of Jo Walsh.

LOGO CONTEST

Daniel Brookshier gave an update on the OSGeo logo contest. The board discussed working to a graphic designer (Autodesk marketing department) to make further revisions to the winning submission to make it more professional, and also conduct some legal due diligence to ensure that there are no trademark issues with the proposed logo.

ADJOURNMENT

Board Meeting 2006 03 31

2006-04-27T07:18:10Z

Wiki-Rich steele:

Board Meeting 2006 04 21

2006-04-27T07:17:19Z

Wiki-Rich steele:

The 7th board meeting is planned for Friday, April 21st 2006 at 8:00 a.m. PST ([http://www.timeanddate.com/worldclock/fixedtime.html?month=3&day=31&year=2006&hour=8&min=0&sec=0&p1=224 fixedtime]), by phone and IRC (#osgeo) at the same time. (Deferred from original time on the 7th).
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 [http://wiki.osgeo.org/index.php/Sixth_Board_Meeting#Minutes prior meeting minutes]
* Discuss idea for an Incubation Sprint / workshop.
* Review priorities and discuss how to kick start these. I almost think we need a sprint for this. Another board meeting in Chicago?
* Approve logo contest submissions
* Consider [[System Administration Committee Motion]].

== Minutes ==

MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF THE OPEN
SOURCE GEOSPATIAL FOUNDATION

A Delaware non-stock corporation

On April 21, 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, Dave
McIllhagga, Frank Warmerdam, Jo Walsh and Gary Lang. The following directors were absent
at the commencement of the meeting: Markus Neteler, Arnulf Christl, Venkatesh Raghavan and
Mark Lucas. Messrs. Neteler and Christl joined the meeting in progress via IRC. Also present at
the request of the Board were Daniel Brookshier, VP Website Committee, and Richard Steele,
legal counsel and secretary to the Foundation. All participants indicated that they could hear one
another. Additionally, Internet Relay Chat was used for backup purposes (#osgeo on
irc.freenode.net). Mr. McIllhagga was appointed chairperson of the meeting. Finding a quorum
present, Mr. McIllhagga called the meeting to order. Mr. Steele was appointed secretary of the
meeting.

APPROVAL OF MINUTES

The Board first approved by general consent the minutes of the meeting held on March 31, 2006.

RSS FEEDS

The Board briefly discussed the status of establishing RSS feeds for Foundation news events and
other postings. The board reviewed the current RSS page and discussed several enhancements.
Daniel Brookshier took the responsibility to better aggregate OSGeo information and to
streamline the RSS subscription process. Committee chairs and members should also be directed
to post directly to the feeds to make information dissemination more efficient.

INCUBATION/OTHER "SPRINT" MEETINGS

The Board next discussed the possibility of conducting a face-to-face incubation "sprint"
meeting. The discussion then moved towards a general sprint meeting to address broader issues,
focusing on the priorities list circulated among the board members. It was proposed to have a
general Foundation meeting, with board and committee heads/key members present, around the
end of May or beginning of June, in Chicago.

PUBLICITY

The Board next turned to the topic of publicity for OSGeo and its various projects. Gary Lang
noted that visibility and demonstration of tangible progress will be important in attracting a
following and sponsorship for the Foundation. Several possible PR opportunities were discussed,
including press releases for projects graduating from the incubator, work on the OSGeo "stack"
and work with open standards. The Promotion and Visibility Committee (Dave McIllhagga
representing) was tasked with coming up with a list of PR deliverables by the next Board
meeting.

LOGO CONTEST

Daniel Brookshier next presented to the Board the various submissions received for the OSGeo
logo contest. Upon motion made and seconded, it was resolved that WebCom present the logo
submissions to the broader OSGeo community for vote.

SYSTEM ADMINISTRATION COMMITTEE

The Board next discussed forming a Project Steering Committee (PSC) for a System
Administration project, to be chaired by Norman Vine. 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
"System Administration Project Steering Committee" (SysAdmin PSC), be and hereby is
established pursuant to Article VI of Bylaws of the Foundation;

RESOLVED FURTHER, that the SysAdmin PSC be and hereby is responsible for activities of
the Foundation relating to the administration of the Foundation's IT and computer systems other
than those maintained by CollabNet;

RESOLVED FURTHER, that the office of "Vice President, System Adminstration 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 SysAdmin PSC, and to have primary responsibility for management
of the project within the scope of responsibility of the SysAdmin PSC;

RESOLVED FURTHER, that Norman Vine be and hereby is appointed to the office of Vice
President, Public Geospatial Data 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 SysAdmin PSC be and hereby is given the
authority to select the members of such PSC, who need not be voting members of the Foundation.

ADJOURNMENT

There being no further business, upon motion duly made and seconded, the meeting was
adjourned.

/s/ Rich Steele
Secretary

Board Meeting 2006 03 24

2006-04-03T18:42:07Z

Wiki-Rich steele: added link to official minutes

Board Meeting 2006 03 31

2006-04-03T18:41:11Z

Wiki-Rich steele: added draft minutes of 6th meeting

The 6th board meeting is planned for Friday, March 31th 2006 at 8:00 a.m. PST ([http://www.timeanddate.com/worldclock/fixedtime.html?month=3&day=31&year=2006&hour=8&min=0&sec=0&p1=224 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 [http://wiki.osgeo.org/index.php/Fifth_Board_Meeting#Minutes prior meeting minutes]
* Review previous discussion about committee reports, and what we want DanielB to do in that regard.
* Discussion of process for adding new local group lists (specifically South Africa, but should discuss to set a precedent)

== Minutes ==

Note: these are draft minutes. Once approved, official minutes are 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 31, 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, Markus Neteler,
Dave McIllhagga, Frank Warmerdam, Venkatesh Raghavan and Arnulf Christl. Directors Jo Walsh,
Mark Lucas and Gary Lang were absent. Also present at the request of the Board were Daniel
Brookshier, VP Website Committee, and Richard Steele, legal counsel and secretary to the Foundation.
All participants indicated that they could hear one another. Additionally, Internet Relay Chat
was used for backup purposes (#osgeo on irc.freenode.net). Mr. Neteler was appointed chairperson
of the meeting. Finding a quorum present, Mr. Neteler called the meeting to order. Mr. Steele was
appointed secretary of the meeting.

APPROVAL OF MINUTES

The Board first approved by general consent the minutes of the meeting held on March 24, 2006.

COMMITTEE REPORTS

No formal reports were offered this week. However, the Board discussed with Daniel Brookshier
the formats and aggregation of future reports. Mr. Brookshier undertook the responsibility to
aggregate committee reports for weekly presentation to the Board.

MAILING LISTS

The Board next discussed the creation of additional mailing lists for local groups, and this
prompted a general discussion regarding the addition of mailing lists in response to needs
therefor.

NEED FOR MEETINGS

The next item for discussion was future board meetings. Several members of the board expressed
a desire to conduct more board work and decisionmaking over electronic means of communication
rather than on the weekly board teleconference meeting. Mr. Steele explained that under Delaware
law and the Foundatin's bylaws, official board actions must take place either at a properly noticed
meeting conducted in person or by telephone or video conference where all participants can hear
one another, or by a unanimous written or electronic consent. However, much of the board's informal
discussions and decisionmaking could take place on the Foundation maillists. After discussion, the
board agreed that it would try to conduct as much discussion and decisionmaking on the board mailing
list, but that any official board actions would either be approved at a valid meeting or by
unanimous consent. It was further decided that the weekly meetings would remain on the schedule,
but that the Secretary would send a message at least two days prior to the scheduled meeting time
if the meeting for that week is to be cancelled.

ADJOURNMENT

There being no further business, upon motion duly made and seconded, the meeting was
adjourned.

/s/ Rich Steele
Secretary

Main Page

2006-03-25T20:33:41Z

Wiki-Rich steele: /* OSGeo Structure */

== Introduction to the Open Source Geospatial Foundation Wiki ==
This is the community Wiki of the [http://www.osgeo.org/ Open Source Geospatial Foundation]. Please refer to the official web site at http://www.osgeo.org/ for stable documents and policies. This Wiki is the place where documents can be created collaboratively (ie. adoption processes, user hints, suggestions, committee notes, etc.). All web pages that are adopted as official documents will be moved to a CVS or SVN and subsequently appear at the [http://www.osgeo.org/ OSGeo] web site, which is the only official place for documents.

If you're wondering about how to dive in to OSGeo, what it's all about and how to get involved, see [[Getting Started]].

== OSGeo Structure ==

Note: Finalized foundation organizational documents (such as charter documents, list of officers and directors, etc) have been moved to the [https://www.osgeo.org/content/foundation/about.html "About the Foundation" page] on the official OSGeo website.

* [[Committees]] -- learn what's going on in the various OSGeo committees
* [[All Members]] -- add information about yourself
* [[Roadmap]]

== Board Meetings ==
NOTE: Official minutes of prior board meetings can be found [https://www.osgeo.org/content/foundation/meetings/board/board_meetings.html here].

* [[First Board Meeting]] - February 17, 2006
* [[Second Board Meeting]] - February 27, 2006, 8:00 a.m. PST
* [[Third Board Meeting]] - March 10, 2006, 8:00 a.m. PST
* [[Fourth Board Meeting]] - March 17, 2006, 8:00 a.m. PST
* [[Fifth Board Meeting]] - March 24, 2006, 8:00 a.m. PST

== Current Proposals and Documents in Editing Process ==
* [[Talk:Proposed_Press_Release | Translations of Press Release]]
* [[Proposed Project Submission Process]]
* [[Project Incubation]]
* [[Contributor Agreement]]
* [[Like Minded Regional Organizations]]
* [[International Outreach]]
* [[OSGeo Mission]]
* [[Fundraising]]
* [[Board tasks]]
* [[Proposed Membership Rules]]
* [[Potential Nominees for Next Membership Election]]
* [[Distribution Special Interest Groups]]

== Project requests ==
* [[Volunteers Needed]]
* [[AJAX WebMapping Project Request]]
* [[Programming Languages Project]]
* [[Cpanel Installer]]

== Useful Notes ==
* [[How to Edit]] this Wiki.
* [[How to keep Track]] of what is going on in the Wiki.
* [[OSGEO:Protected page guidelines|Protected page guidelines]]

-----
[[OSGEO:About|Wiki Site Disclaimer]]

Main Page

2006-03-25T20:33:13Z

Wiki-Rich steele: /* OSGeo Structure */

Officers

2006-03-25T19:25:41Z

Wiki-Rich steele:

For list of OSGeo officers, see [https://www.osgeo.org/content/foundation/board_and_officers.html official OSGeo website]

Board Meeting 2006 03 24

2006-03-24T19:11:03Z

Wiki-Rich steele: /* Minutes */

The 5th board meeting is planned for Friday, March 24th 2006 at 8:00 a.m. PST ([http://www.timeanddate.com/worldclock/fixedtime.html?month=3&day=24&year=2006&hour=8&min=0&sec=0&p1=224 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 [http://wiki.osgeo.org/index.php/Fourth_Board_Meeting#Minutes 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 ==

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

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 IRC while the meeting progressed. 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

Board Meeting 2006 03 17

2006-03-24T18:30:52Z

Wiki-Rich steele: /* Minutes */

Board Meeting 2006 03 10

2006-03-24T18:30:18Z

Wiki-Rich steele: /* Minutes */

Board Meeting 2006 02 27

2006-03-24T18:29:33Z

Wiki-Rich steele: /* Minutes */

Main Page

2006-03-24T18:28:42Z

Wiki-Rich steele: /* Board Meetings */

== Introduction to the Open Source Geospatial Foundation Wiki ==
This is the community Wiki of the [http://www.osgeo.org/ Open Source Geospatial Foundation]. Please refer to the official web site at http://www.osgeo.org/ for stable documents and policies. This Wiki is the place where documents can be created collaboratively (ie. adoption processes, user hints, suggestions, committee notes, etc.). All web pages that are adopted as official documents will be moved to a CVS or SVN and subsequently appear at the [http://www.osgeo.org/ OSGeo] web site, which is the only official place for documents.

If you're wondering about how to dive in to OSGeo, what it's all about and how to get involved, see [[Getting Started]].

== OSGeo Structure ==
* [[OSGeo Bylaws]]
* [[Board of Directors]]
* [[Officers]]
* [[Committees]]
* [[New Members]]
* [[All Members]]
* [[Roadmap]]

== Board Meetings ==
NOTE: Official minutes of prior board meetings can be found [https://www.osgeo.org/content/foundation/meetings/board/board_meetings.html here].

* [[First Board Meeting]] - February 17, 2006
* [[Second Board Meeting]] - February 27, 2006, 8:00 a.m. PST
* [[Third Board Meeting]] - March 10, 2006, 8:00 a.m. PST
* [[Fourth Board Meeting]] - March 17, 2006, 8:00 a.m. PST
* [[Fifth Board Meeting]] - March 24, 2006, 8:00 a.m. PST

== Current Proposals and Documents in Editing Process ==
* [[Talk:Proposed_Press_Release | Translations of Press Release]]
* [[Proposed Project Submission Process]]
* [[Project Incubation]]
* [[Contributor Agreement]]
* [[Like Minded Regional Organizations]]
* [[International Outreach]]
* [[OSGeo Mission]]
* [[Fundraising]]
* [[Board tasks]]
* [[Proposed Membership Rules]]
* [[Potential Nominees for Next Membership Election]]
* [[Distribution Special Interest Groups]]

== Project requests ==
* [[Volunteers Needed]]
* [[Core Curriculum Project]]
* [[AJAX WebMapping Project Request]]
* [[Programming Languages Project]]
* [[Cpanel Installer]]

== Useful Notes ==
* [[How to Edit]] this Wiki.
* [[How to keep Track]] of what is going on in the Wiki.
* [[OSGEO:Protected page guidelines|Protected page guidelines]]

-----
[[OSGEO:About|Wiki Site Disclaimer]]

Board Meeting 2006 03 24

2006-03-23T04:53:04Z

Wiki-Rich steele: /* Agenda */

Board Meeting 2006 03 17

2006-03-23T04:51:21Z

Wiki-Rich steele: /* Minutes */

The 4th board meeting is planned for Friday, March 17th 2006 at 8:00 a.m. PST ([http://www.timeanddate.com/worldclock/fixedtime.html?month=3&day=17&year=2006&hour=8&min=0&sec=0&p1=224 wold times]), 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 secretary.
* Approve (with review) [[Third Board Meeting]] minutes
* Notice on [http://www.publicgeodata.org/Open%20Letter Open Letter regarding the INSPIRE Directive] (Markus)
* Notice/Motion to establish Public Geodata Committee/Project/WorkingGroup based on [[Public Geospatial Data Project]] (Markus/Jo)
* Notice on [[Core Curriculum Project|Education and Curriculum Project]] progress (Markus)
* Discussion of priorities (Gary)
== Minutes ==

MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF THE OPEN
SOURCE GEOSPATIAL FOUNDATION

A Delaware non-stock corporation

On March 17, 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 and Arnulf Christl. Also present at the request of the
Board was Daniel Brookshier, VP Website Project, and Laura Rivera. All participants indicated
that they could hear one another. Additionally, Internet Relay Chat was used for backup purposes
(#osgeo on irc.freenode.net). Ms. Rivera was appointed secretary of the meeting.

APPROVAL OF MINUTES

The Board first approved by general consent the minutes of the meeting held on March 10, 2006.

NOTICE ON OPEN LETTER REGARDING THE INSPIRE DIRECTIVE

The Board next reviewed and discussed the Open Letter Regarding the INSPIRE Directive. The
Board ratified the actions of Markus Neteler in signing the open letter on behalf of the
Foundation. The open letter was sent to the ENVI Committee on March 15, 2006.

PUBLIC GEODATA COMMITTEE

The Board next discussed forming a Project Steering Committee (PSC) for a Public Geospatial
Data project, to be chaired by Jo Walsh. Mr. Neteler received Ms. Walsh's consent to so act
through IRC while the meeting progressed. 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
"Public Geospatial Data Project Steering Committee" (Geodata PSC), be and hereby is
established pursuant to Article VI of Bylaws of the Foundation;

RESOLVED FURTHER, that the Geodata PSC be and hereby is responsible for activities of the
Foundation relating to: promotion of the use of open geospatial formats; promotion of public
access to state-collected geodata; maintaining a public repository of open geodata; and presenting
and explaining licenses for public geodata;

RESOLVED FURTHER, that the office of "Vice President, Public Geospatial Data 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 Geodata PSC, and to have primary responsibility for management of
the project within the scope of responsibility of the Geodata PSC;

RESOLVED FURTHER, that Jo Walsh be and hereby is appointed to the office of Vice
President, Public Geospatial Data 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 Geodata PSC be and hereby is given the authority
to select the members of such PSC, who need not be voting members of the Foundation.

NOTICE ON EDUCATION AND CURRICULUM PROJECT PROGRESS

The Board next discussed the proposal to form an Education and Curriculum Committee. It was
decided that this would move to be discussed on the Foundation's discuss mail list. It was
resolved that a motion be prepared for the next Board meeting along with a proposed committee
chair.

DISCUSSION OF PRIORITIES

Gary Lang collected lists of priorities from all members of the Board and will roll them up into a
spreadsheet with the Top 3 - 5 which he will distribute via email. The Board determined that
they would like to include "Milestones". This will be followed up with an action item for
discussion at the next Board meeting.

NEWS ITEMS

The Board next discussed adding a Newsletter (weekly/monthly) to the OSGeo website. This
would provide a snapshot of what OSGeo is currently working on. Frank Warmerdam
volunteered to contribute to this newsletter which will be distributed to the discuss list and posted
to the website. Mr. Brookshier will setup the RSS feed for news, and add dates on all news items
along with Announcement Items on front page of website with RSS feed by next week.

"SPRINT" PROJECTS

The Board next discussed the potential of members meeting 2-3 days to work as a team on
different committee projects. Mr. Holmes suggested an "Incubation Sprint" possibly in June as
an add-on to a conference he and Jo Walsh will be attending in New York.

EVENTS

The Board next discussed having the community manager collect a list of upcoming events that
OSGeo members are or would be interested in attending. It was resolved to post a list of key
events to the board discuss list. Motion to put on agenda for next week - Review event list.

ADJOURNMENT

There being no further business, upon motion duly made and seconded, the meeting was
adjourned.

/s/ Laura Rivera
Secretary of the Meeting

Board Meeting 2006 03 24

2006-03-22T22:58:27Z

Wiki-Rich steele: /* Agenda */

Board Meeting 2006 03 10

2006-03-17T05:36:40Z

Wiki-Rich steele: /* Minutes */

The 3rd board meeting is planned for Friday, March 10th at 8:00 a.m. PST ([http://www.timeanddate.com/worldclock/fixedtime.html?month=3&day=10&year=2006&hour=8&min=0&sec=0&p1=224 wold times]), 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 secretary.
* Approve (with review) [[Second Board Meeting]] minutes (see also [https://board.osgeo.org/servlets/ProjectDocumentList?folderID=7 here])
* Admission of [[New Members]] to the corporation.
* Motion to approve OSGeo Statement of Support for http://PublicGeodata.org web site (Markus w/Jo): see [[Statement support publicgeodata|Draft statement]]
* Approve [[OSGeo Mission]] and goals document for publish site.
* [[Fundraising Committee Motion|Motion]] to form a [[Fundraising]] Committee.
* Discuss Goals/Mission and Enumerate Priorities (Gary)

== Minutes ==

MINUTES OF A MEETING OF
THE BOARD OF DIRECTORS OF
THE OPEN SOURCE GEOSPATIAL FOUNDATION

A Delaware non-stock corporation

On March 10, 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. Director Arnulf Christl was absent.

Also present at the request of the Board was Richard Steele, Secretary and legal counsel to the Foundation, and Daniel Brookshier of CollabNet, the Foundation’s community manager. Finding a quorum present, Mr. Warmerdam acted as Chairman of the meeting and Mr. Steele acted as Secretary. All participants indicated that they could hear one another. Additionally, Internet Relay Chat was used for backup purposes (#osgeo on irc.freenode.net).

APPROVAL OF MINUTES

The board first reviewed and approved by general consent the minutes of the meeting held on February 27, 2006.

ADMISSION OF MEMBERS

The Board next considered the admission of new members to the Foundation. Mr. Steele noted that the Bylaws of the Foundation authorized the Board to admit up to 45 initial members, of which only 21 had thus far been admitted to the Foundation. Mr. Steele further noted that the community selection process for new members had completed, resulting in the selection of an additional 24 persons as candidates for admission to the Foundation as voting members. The board reviewed the list of such 24 persons and, upon motion duly made and seconded, it was:

WHEREAS, Section 7.1 of the Bylaws provides that an initial group of up to forty-five (45) persons shall be admitted as the initial members of the Foundation upon the affirmative vote of the Board;

WHEREAS, twenty-one (21) persons were admitted by the Board as members of the Foundation at a previous meeting;

NOW, THEREFORE, BE IT RESOLVED, that the following list of twenty-four (24) persons shall be admitted as members of the Foundation:

Andrey Kiselev
Ari Jolma
Bart van den Eijnden
Cameron Shorter
Daniel Morissette
David Blasby
Gary Sherman
Helena Mitasova
Helton Uchoa
James MacGill
Jason Birch
Jeff McKenna
Jeroen Ticheler
Jody Garnett
Jo Walsh
Justin DeOlivera
Mike Adair
Ned Horning
Norman Vine
Paul Spencer
Rafael Medeiros Sperb
Toru Mori
Venkatesh Raghavan
V. Ravi Kumar

STATEMENT OF SUPPORT FOR PUBLIC GEO DATA

The Board next discussed a proposed statement of public support for the www.publicgeodata.org project. Mr. Neteler provided some background relating to the project, discussed the proposed statement of support that was appended to the notice of the meeting, and explained the need for publicly available geographical data in Europe. After discussion, the Board approved by general consensus a decision to place the proposed statement of support on the OSGeo website.

OSGEO MISSION STATEMENT

The Board next considered the proposed mission statement and goals for OSGeo. It was noted that the currently proposed goals are largely tactical and subject to change as the Foundation evolves. Mr. Lang led a discussion of the various goals and their relative importance, and asked the other directors to provide a ranking of each goal’s importance to be discussed at the next meeting. The board also noted that the proposed goal regarding communication and cooperation between communities and different languages should be broken out into two separate goals. At the conclusion of the dicussion, the Board approved by general consent the addition of the mission statement and goals to the OSGeo website.

FUNDRAISING COMMITTEE

The next item for consideration by the Board was a motion made by Mr. Warmerdam to form a Fundraising project steering committee. The board discussed the responsibilities and charter of the proposed committee, alternative sponsorship models, in-kind donations and individual contributions. After discussion, the Board passed the following resolutions:

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 "Fundraising Project Steering Committee" (Fundraising PSC), be and hereby is established pursuant to Article VI of Bylaws of the Foundation;

RESOLVED FURTHER, that the Fundraising PSC be and hereby is responsible for preparing and recommending a sponsorship program to the Board, soliciting sponsorship for organizations, proposing and pursuing other fundraising options, including contributions in kind (equipment, manpower);

RESOLVED FURTHER, that the Fundraising PSC shall submit its recommendations for fundraising programs to the Board for approval prior to implementation;

RESOLVED FURTHER, that the office of "Vice President, Fundraising” 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 Fundraising PSC, and to have primary responsibility for management of the project within the scope of responsibility of the Website PSC;

RESOLVED FURTHER, that Frank Warmerdam be and hereby is appointed to the office of Vice President, Fundraising, 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 Fundraising PSC be and hereby is given the authority to select the members of such PSC, who need not be voting members of the Foundation.

WEB COMMITTEE

Mr. Brookshier next reviewed for the Board the activities of WebCom, and including the proposed OSGeo logo contest. The members of the Board asked various questions of Mr. Brookshier relating to the contest. Mr. Lang also offered that Autodesk would donate five copies of MapGuide Studio software to the top five entries in the logo contest. After discussion, and upon motion made and duly seconded, it was:

RESOLVED, that the Foundation sponsor a contest to design a logo and corporate identity for the Foundation;

RESOLVED FURTHER, that the proposed rules of the contest, as presented to the Board at this meeting, are hereby approved and adopted as the rules of the logo contest;

RESOLVED FURTHER, that the Vice President, Website Project is empowered to conduct such contest in accordance with said rules, including selection of finalists, conducting of voting, and issuance of prizes;

RESOLVED FURTHER, that the Vice President, Website Project shall work with the Foundation’s legal counsel to ensure that the Foundation secures adequate intellectual property rights in and to the winning entry;

ADJOURNMENT

There being no further business, upon motion duly made and seconded, the meeting was adjourned.

/s/ Rich Steele
Secretary of the Meeting

Board Meeting 2006 03 17

2006-03-17T05:35:47Z

Wiki-Rich steele: /* Minutes */

Board Meeting 2006 03 17

2006-03-17T05:35:07Z

Wiki-Rich steele: /* Minutes */

The 4th board meeting is planned for Friday, March 17th 2006 at 8:00 a.m. PST ([http://www.timeanddate.com/worldclock/fixedtime.html?month=3&day=17&year=2006&hour=8&min=0&sec=0&p1=224 wold times]), 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 secretary.
* Approve (with review) [[Third Board Meeting]] minutes
* Notice on [http://www.publicgeodata.org/Open%20Letter Open Letter regarding the INSPIRE Directive] (Markus)
* Notice/Motion to establish Public Geodata Committee/Project/WorkingGroup based on [[Public Geospatial Data Project]] (Markus/Jo)
* Notice on [[Core Curriculum Project|Education and Curriculum Project]] progress (Markus)
== Minutes ==

MINUTES OF A MEETING OF
THE BOARD OF DIRECTORS OF
THE OPEN SOURCE GEOSPATIAL FOUNDATION

A Delaware non-stock corporation

On March 10, 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. Director Arnulf Christl was absent.

Also present at the request of the Board was Richard Steele, Secretary and legal counsel to the Foundation, and Daniel Brookshier of CollabNet, the Foundation’s community manager. Finding a quorum present, Mr. Warmerdam acted as Chairman of the meeting and Mr. Steele acted as Secretary. All participants indicated that they could hear one another. Additionally, Internet Relay Chat was used for backup purposes (#osgeo on irc.freenode.net).

APPROVAL OF MINUTES

The board first reviewed and approved by general consent the minutes of the meeting held on February 27, 2006.

ADMISSION OF MEMBERS

The Board next considered the admission of new members to the Foundation. Mr. Steele noted that the Bylaws of the Foundation authorized the Board to admit up to 45 initial members, of which only 21 had thus far been admitted to the Foundation. Mr. Steele further noted that the community selection process for new members had completed, resulting in the selection of an additional 24 persons as candidates for admission to the Foundation as voting members. The board reviewed the list of such 24 persons and, upon motion duly made and seconded, it was:

WHEREAS, Section 7.1 of the Bylaws provides that an initial group of up to forty-five (45) persons shall be admitted as the initial members of the Foundation upon the affirmative vote of the Board;

WHEREAS, twenty-one (21) persons were admitted by the Board as members of the Foundation at a previous meeting;

NOW, THEREFORE, BE IT RESOLVED, that the following list of twenty-four (24) persons shall be admitted as members of the Foundation:

Andrey Kiselev
Ari Jolma
Bart van den Eijnden
Cameron Shorter
Daniel Morissette
David Blasby
Gary Sherman
Helena Mitasova
Helton Uchoa
James MacGill
Jason Birch
Jeff McKenna
Jeroen Ticheler
Jody Garnett
Jo Walsh
Justin DeOlivera
Mike Adair
Ned Horning
Norman Vine
Paul Spencer
Rafael Medeiros Sperb
Toru Mori
Venkatesh Raghavan
V. Ravi Kumar

STATEMENT OF SUPPORT FOR PUBLIC GEO DATA

The Board next discussed a proposed statement of public support for the www.publicgeodata.org project. Mr. Neteler provided some background relating to the project, discussed the proposed statement of support that was appended to the notice of the meeting, and explained the need for publicly available geographical data in Europe. After discussion, the Board approved by general consensus a decision to place the proposed statement of support on the OSGeo website.

OSGEO MISSION STATEMENT

The Board next considered the proposed mission statement and goals for OSGeo. It was noted that the currently proposed goals are largely tactical and subject to change as the Foundation evolves. Mr. Lang led a discussion of the various goals and their relative importance, and asked the other directors to provide a ranking of each goal’s importance to be discussed at the next meeting. The board also noted that the proposed goal regarding communication and cooperation between communities and different languages should be broken out into two separate goals. At the conclusion of the dicussion, the Board approved by general consent the addition of the mission statement and goals to the OSGeo website.

FUNDRAISING COMMITTEE

The next item for consideration by the Board was a motion made by Mr. Warmerdam to form a Fundraising project steering committee. The board discussed the responsibilities and charter of the proposed committee, alternative sponsorship models, in-kind donations and individual contributions. After discussion, the Board passed the following resolutions:

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 "Fundraising Project Steering Committee" (Fundraising PSC), be and hereby is established pursuant to Article VI of Bylaws of the Foundation;

RESOLVED FURTHER, that the Fundraising PSC be and hereby is responsible for preparing and recommending a sponsorship program to the Board, soliciting sponsorship for organizations, proposing and pursuing other fundraising options, including contributions in kind (equipment, manpower);

RESOLVED FURTHER, that the Fundraising PSC shall submit its recommendations for fundraising programs to the Board for approval prior to implementation;

RESOLVED FURTHER, that the office of "Vice President, Fundraising” 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 Fundraising PSC, and to have primary responsibility for management of the project within the scope of responsibility of the Website PSC;

RESOLVED FURTHER, that Frank Warmerdam be and hereby is appointed to the office of Vice President, Fundraising, 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 Fundraising PSC be and hereby is given the authority to select the members of such PSC, who need not be voting members of the Foundation.

WEB COMMITTEE

Mr. Brookshier next reviewed for the Board the activities of WebCom, and including the proposed OSGeo logo contest. The members of the Board asked various questions of Mr. Brookshier relating to the contest. Mr. Lang also offered that Autodesk would donate five copies of MapGuide Studio software to the top five entries in the logo contest. After discussion, and upon motion made and duly seconded, it was:

RESOLVED, that the Foundation sponsor a contest to design a logo and corporate identity for the Foundation;

RESOLVED FURTHER, that the proposed rules of the contest, as presented to the Board at this meeting, are hereby approved and adopted as the rules of the logo contest;

RESOLVED FURTHER, that the Vice President, Website Project is empowered to conduct such contest in accordance with said rules, including selection of finalists, conducting of voting, and issuance of prizes;

RESOLVED FURTHER, that the Vice President, Website Project shall work with the Foundation’s legal counsel to ensure that the Foundation secures adequate intellectual property rights in and to the winning entry;

ADJOURNMENT

There being no further business, upon motion duly made and seconded, the meeting was adjourned.

/s/ Rich Steele
Secretary of the Meeting

Contributor Agreement

2006-03-07T01:24:59Z

Wiki-Rich steele: forgot some clarifying words...

The OSGeo Contributor License Agreement is in the review stage. Please review the agreement and the FAQ below.

Agreement Forms:
* Proposed Form of [[Individual Contributor License Agreement (CLA)]]
* Proposed Form of [[Corporate Contributor License Agreement (CCLA)]]

----
OSGeo -- Contributor License Agreement FAQ

; What is the Contributor License Agreement?
: The Contributor License Agreement (CLA) is an agreement, currently in draft form, that OSGeo proposes to use to accept in-bound contributions of code from all committers on OSGeo projects.

; What is the purpose of the CLA?
: The CLA has several important purposes. First, the CLA is designed to clearly define the terms under which intellectual property has been contributed to OSGeo. This ensures that OSGeo has sufficient rights to release software distributions containing your contributed code under an open source license. At the same time, the CLA preserves your rights in your individual code contributions.

: Second, the CLA provides OSGeo with a means of knowing who contributed what code and under what terms. Ensuring the provenance of the code is important not only for providing appropriate credit to all contributors, but also for purposes of defending the project if it ever becomes the subject of an IP challenge.

; Does the CLA require me to assign the copyright in my developments to OSGeo?
: No. Unlike the contributor agreements used by some other open source projects, the CLA does not ask you to transfer ownership of the copyright in your original work to the foundation. OSGeo’s CLA, which is modeled after the contributor agreement used by the [http://www.apache.org/ Apache Foundation] and countless other projects, only asks you to grant OSGeo a license to the code contributions under your intellectual property rights. OSGeo’s intention is to release software distributions as collective works under an OSGeo copyright, while copyright for all of the individual contributions to that collective work would remain with the original author. Thus, you still own the copyright in your original work, and you are free to license it to third parties under a different license of your choice – even a proprietary royalty-bearing license, if you so desired.

; Does the CLA limit what OSGeo can do with my contribution?
: Yes. Although the scope of the license granted to OSGeo is broad, the CLA prohibits the foundation from using your contributions in a way that is contrary to the public benefit or inconsistent with the [[OSGeo Bylaws]]. At a minimum, this means that your contribution can only be relicensed under an open source license that has been certified by the Open Source Initiative (OSI) [http://www.opensource.org] .

; Does this mean that my contribution to a GPL-licensed project can be relicensed by OSGeo under a less restrictive license like the MIT license, or vice versa?
: It depends. By itself, the broad license granted to the foundation under the CLA would permit your contributions to be relicensed under any OSI-certified open source license. However, the OSGeo’s governance model gives great deference to the Project Steering Committees (PSCs) that run the foundation’s individual software projects – including deference to the open source licenses chosen for those projects – and the foundation has no intention of changing these licenses. Moreover, the OSGeo Board of Directors is currently considering some governance rules that would make it significantly more difficult for OSGeo to change the license for any given foundation software project. For example, the Board is considering adding a restriction to the OSGeo charter that would prohibit the foundation from changing a project’s open source license without first obtaining the approval of a supermajority of the Board of Directors and the relevant PSC. In this way, you can be assured that the projects to which you contribute will not change their licensing unless it is in the best interests of the project community, as determined by nearly all of the members of the Board and the affected PSC.

; Why does OSGeo require such a broad license grant in the CLA?
: There are a couple of reasons. First, although OSGeo does not intend to change the license applicable to any of its projects, there may be good reasons in the future to consider project relicensing – for instance, to adapt to new licensing models as they evolve and to address license incompatibility. The Mozilla Foundation’s [http://www.mozillazine.org/talkback.html?article=4155 difficult experience] with relicensing the Mozilla code base to make it more GPL-compatible illustrates the benefits of having a broad license grant in the CLA.

:Perhaps more importantly for OSGeo, the broad license granted by the CLA means that individual code contributions made under the CLA can be shared by different foundation projects that are otherwise governed by different and incompatible open source licenses.

; What is the difference between the Individual CLA and the Corporate CLA?
: The Individual CLA is what all committers will be expected to sign in their own capacity. In the Individual CLA, you represent that you have the legal authority to grant the licenses in the agreement. If you determine that you cannot make this representation because the code you develop is owned by your employer (under a “work-for-hire” arrangement, for example), then your employer would need to sign a Corporate CLA before the code can be accepted. In many jurisdictions, anything you develop on your own time with your own equipment is yours and can be contributed by you alone. It is the developer’s responsibility to ascertain whether he or she can contribute code free of encumbrance by an employer, and to obtain a Corporate CLA where necessary.

:Corporate CLAs are also used where a company is granting code on an ongoing basis – for example, where a company staffs developers specifically to do development work on foundation projects.

; Will I have to sign a CLA every time I contribute code?
: No, the CLA covers all of your contributions beginning on the date you sign it. It also applies to all contributions made to any project managed by OSGeo, so there is no need to execute multiple CLAs for different projects. However, if you have had your employer sign a Corporate CLA and you later change jobs, you will need to consider whether your new employer should also sign a Corporate CLA.

; What if I want to commit a patch or other code sent to me by someone else? Do they have to sign a CLA too?
: It depends. All people with commit access to the code repository ("committers") should have a CLA on file. A small patch sent by a non-committer that fixes a bug and only impacts a few lines of code can be accepted without a CLA and added to the code repository by a committer. However, more substantial additions of code, particularly anything that adds new functionality, should not be committed without first obtaining a CLA from the author. Whether a CLA is a requirement involves some judgment by the committer, with guidance from the PSC as appropriate. Code provenance and chain of title is important to protect both you and the foundation, so in general one should err on the side of obtaining a CLA where there is doubt.

; Wow, this is confusing. Where can I learn more about this stuff?
: Larry Rosen, the former General Counsel of the OSI, has written an excellent overview book on open source licensing that addresses many of the issues raised by the CLA. In the spirit of open source, the [http://rosenlaw.com/oslbook.htm online version of the book] is available at no charge under the Academic Free License.

Contributor Agreement

2006-03-07T01:10:45Z

Wiki-Rich steele:

The OSGeo Contributor License Agreement is in the review stage. Please review the agreement and the FAQ below.

Agreement Forms:
* Proposed Form of [[Individual Contributor License Agreement (CLA)]]
* Proposed Form of [[Corporate Contributor License Agreement (CCLA)]]

----
OSGeo -- Contributor License Agreement FAQ

; What is the Contributor License Agreement?
: The Contributor License Agreement (CLA) is an agreement, currently in draft form, that OSGeo proposes to use to accept in-bound contributions of code from all committers on OSGeo projects.

; What is the purpose of the CLA?
: The CLA has several important purposes. First, the CLA is designed to clearly define the terms under which intellectual property has been contributed to OSGeo. This ensures that OSGeo has sufficient rights to release software distributions containing your contributed code under an open source license. At the same time, the CLA preserves your rights in your individual code contributions.

: Second, the CLA provides OSGeo with a means of knowing who contributed what code and under what terms. Ensuring the provenance of the code is important not only for providing appropriate credit to all contributors, but also for purposes of defending the project if it ever becomes the subject of an IP challenge.

; Does the CLA require me to assign the copyright in my developments to OSGeo?
: No. Unlike the contributor agreements used by some other open source projects, the CLA does not ask you to transfer ownership of the copyright in your original work to the foundation. OSGeo’s CLA, which is modeled after the contributor agreement used by the [http://www.apache.org/ Apache Foundation] and countless other projects, only asks you to grant OSGeo a license to the code contributions under your intellectual property rights. OSGeo’s intention is to release software distributions as collective works under an OSGeo copyright, while copyright for all of the individual contributions to that collective work would remain with the original author. Thus, you still own the copyright in your original work, and you are free to license it to third parties under a different license of your choice – even a proprietary royalty-bearing license, if you so desired.

; Does the CLA limit what OSGeo can do with my contribution?
: Yes. Although the scope of the license granted to OSGeo is broad, the CLA prohibits the foundation from using your contributions in a way that is contrary to the public benefit or inconsistent with the [[OSGeo Bylaws]]. At a minimum, this means that your contribution can only be relicensed under an open source license that has been certified by the Open Source Initiative (OSI) [http://www.opensource.org] .

; Does this mean that my contribution to a GPL-licensed project can be relicensed by OSGeo under a less restrictive license like the MIT license, or vice versa?
: It depends. By itself, the broad license granted to the foundation under the CLA would permit your contributions to be relicensed under any OSI-certified open source license. However, the OSGeo’s governance model gives great deference to the Project Steering Committees (PSCs) that run the foundation’s individual software projects – including deference to the open source licenses chosen for those projects – and the foundation has no intention of changing these licenses. Moreover, the OSGeo Board of Directors is currently considering some governance rules that would make it significantly more difficult for OSGeo to change the license for any given foundation software project. For example, the Board is considering adding a restriction to the OSGeo charter that would prohibit the foundation from changing a project’s open source license without first obtaining the approval of a supermajority of the Board of Directors and the relevant PSC. In this way, you can be assured that the projects to which you contribute will not change their licensing unless it is in the best interests of the project community, as determined by nearly all of the members of the Board and the affected PSC.

; Why does OSGeo require such a broad license grant in the CLA?
: There are a couple of reasons. First, although OSGeo does not intend to change the license applicable to any of its projects, there may be good reasons in the future to consider project relicensing – for instance, to adapt to new licensing models as they evolve and to address license incompatibility. The Mozilla Foundation’s [http://www.mozillazine.org/talkback.html?article=4155 difficult experience] with relicensing the Mozilla code base to make it more GPL-compatible illustrates the benefits of having a broad license grant in the CLA.

:Perhaps more importantly for OSGeo, the broad license granted by the CLA means that individual code contributions made under the CLA can be shared by different foundation projects that are otherwise governed by different and incompatible open source licenses.

; What is the difference between the Individual CLA and the Corporate CLA?
: The Individual CLA is what all committers will be expected to sign in their own capacity. In the Individual CLA, you represent that you have the legal authority to grant the licenses in the agreement. If you determine that you cannot make this representation because the code you develop is owned by your employer (under a “work-for-hire” arrangement, for example), then your employer would need to sign a Corporate CLA before the code can be accepted. In many jurisdictions, anything you develop on your own time with your own equipment is yours and can be contributed by you alone. It is the developer’s responsibility to ascertain whether he or she can contribute code free of encumbrance by an employer, and to obtain a Corporate CLA where necessary.

:Corporate CLAs are also used where a company is granting code on an ongoing basis – for example, where a company staffs developers specifically to do development work on foundation projects.

; Will I have to sign a CLA every time I contribute code?
: No, the CLA covers all of your contributions beginning on the date you sign it. It also applies to all contributions made to any project managed by OSGeo, so there is no need to execute multiple CLAs for different projects. However, if you have had your employer sign a Corporate CLA and you later change jobs, you will need to consider whether your new employer should also sign a Corporate CLA.

; What if I want to commit a patch or other code sent to me by someone else? Do they have to sign a CLA too?
: It depends. All people with commit access to the code repository ("committers") should have a CLA on file. A small patch sent by a non-committer that fixes a bug and only impacts a few lines of code can be accepted without a CLA and added to the code repository by a committer. However, more substantial additions of code, particularly anything that adds new functionality, should not be committed without first obtaining a CLA from the author. Whether a CLA is a requirement involves some judgment by the committer, with guidance from the PSC as appropriate. Code provenance and chain of title is important, so in general one should err on the side of obtaining a CLA where there is doubt.

; Wow, this is confusing. Where can I learn more about this stuff?
: Larry Rosen, the former General Counsel of the OSI, has written an excellent overview book on open source licensing that addresses many of the issues raised by the CLA. In the spirit of open source, the [http://rosenlaw.com/oslbook.htm online version of the book] is available at no charge under the Academic Free License.

Board Meeting 2006 03 10

2006-03-07T00:19:49Z

Wiki-Rich steele:

The second board meeting is planned for [?], 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 secretary.
* Review and approve [[Second Board Meeting]] minutes.
* Admission of [[New Members]] to the corporation.
* Motion to approve OSGeo Statement of Support for http://PublicGeodata.org web site (Markus w/Jo)
* Approve [[OSGeo Mission]] and goals document for publish site.
* Motion to form a [[Fundraising]] Committee (FrankW)

Charter Members 2006

2006-03-02T20:37:29Z

Wiki-Rich steele:

The [[Membership Process|membership nomination and election process]] is now complete, and the following community members have been selected as additional voting members of the foundation. We would like to stress that while the foundation needs a voting membership in order to insure a board is selected that is reasonably representative of the broad community, in essentially all other ways anyone can contribute equally in the work of the foundation. As the FAQ says:

"A non-voting (i.e. associate) member can do everything a voting member can do, except vote in board elections. They can be members of committees and vote on them. They can speak up, and contribute in every other way. The foundation aims to be a do-acracy, and so the way to have influence is to do things! Ultimately, of course, the foundation will only succeed in its mission if the entire community gets involved -- so please don't hesitate! We need your help!"

Andrey Kiselev
Ari Jolma
Bart van den Eijnden
Cameron Shorter
Daniel Morissette
David Blasby
Gary Sherman
Helena Mitasova
Helton Uchoa
James MacGill
Jason Birch
Jeff McKenna
Jeroen Ticheler
Jody Garnett
Jo Walsh
Justin DeOlivera
Mike Adair
Ned Horning
Norman Vine
Paul Spencer
Rafael Medeiros Sperb
Toru Mori
Venkatesh Raghavan
V. Ravi Kumar

Original voting members admitted February 4, 2006 at OSGeo organizational meeting in Chicago:

Allan Doyle
Arnulf Christl
Bob Bray
Chris Holmes
Claude Philipona
Dave McIlhagga
Frank Warmerdam
Gary Lang
Howard Butler
Ian Turton
Jon Scarbrough
Mark Lucas
Markus Neteler
Michael Gerlek
Paul Ramsey
Pericles Nacionales
Rich Steele
Schuyler Erle
Steve Lime
Tom Burk
Tyler Mitchell

Contributor Agreement

2006-03-02T07:05:52Z

Wiki-Rich steele:

The OSGeo Contributor License Agreement is in the review stage. Please review the agreement and the FAQ below.

Agreement Forms:
* Proposed Form of [[Individual Contributor License Agreement (CLA)]]
* Proposed Form of [[Corporate Contributor License Agreement (CCLA)]]

----
OSGeo -- Contributor License Agreement FAQ

; What is the Contributor License Agreement?
: The Contributor License Agreement (CLA) is an agreement, currently in draft form, that OSGeo proposes to use to accept in-bound contributions of code from all committers on OSGeo projects.

; What is the purpose of the CLA?
: The CLA has several important purposes. First, the CLA is designed to clearly define the terms under which intellectual property has been contributed to OSGeo. This ensures that OSGeo has sufficient rights to release software distributions containing your contributed code under an open source license. At the same time, the CLA preserves your rights in your individual code contributions.

: Second, the CLA provides OSGeo with a means of knowing who contributed what code and under what terms. Ensuring the provenance of the code is important not only for providing appropriate credit to all contributors, but also for purposes of defending the project if it ever becomes the subject of an IP challenge.

; Does the CLA require me to assign the copyright in my developments to OSGeo?
: No. Unlike the contributor agreements used by some other open source projects, the CLA does not ask you to transfer ownership of the copyright in your original work to the foundation. OSGeo’s CLA, which is modeled after the contributor agreement used by the [http://www.apache.org/ Apache Foundation] and countless other projects, only asks you to grant OSGeo a license to the code contributions under your intellectual property rights. OSGeo’s intention is to release software distributions as collective works under an OSGeo copyright, while copyright for all of the individual contributions to that collective work would remain with the original author. Thus, you still own the copyright in your original work, and you are free to license it to third parties under a different license of your choice – even a proprietary royalty-bearing license, if you so desired.

; Does the CLA limit what OSGeo can do with my contribution?
: Yes. Although the scope of the license granted to OSGeo is broad, the CLA prohibits the foundation from using your contributions in a way that is contrary to the public benefit or inconsistent with the [[OSGeo Bylaws]]. At a minimum, this means that your contribution can only be relicensed under an open source license that has been certified by the Open Source Initiative (OSI) [http://www.opensource.org] .

; Does this mean that my contribution to a GPL-licensed project can be relicensed by OSGeo under a less restrictive license like the MIT license, or vice versa?
: It depends. By itself, the broad license granted to the foundation under the CLA would permit your contributions to be relicensed under any OSI-certified open source license. However, the OSGeo’s governance model gives great deference to the Project Steering Committees (PSCs) that run the foundation’s individual software projects – including deference to the open source licenses chosen for those projects – and the foundation has no intention of changing these licenses. Moreover, the OSGeo Board of Directors is currently considering some governance rules that would make it significantly more difficult for OSGeo to change the license for any given foundation software project. For example, the Board is considering adding a restriction to the OSGeo charter that would prohibit the foundation from changing a project’s open source license without first obtaining the approval of a supermajority of the Board of Directors and the relevant PSC. In this way, you can be assured that the projects to which you contribute will not change their licensing unless it is in the best interests of the project community, as determined by nearly all of the members of the Board and the affected PSC.

; Why does OSGeo require such a broad license grant in the CLA?
: There are a couple of reasons. First, although OSGeo does not intend to change the license applicable to any of its projects, there may be good reasons in the future to consider project relicensing – for instance, to adapt to new licensing models as they evolve and to address license incompatibility. The Mozilla Foundation’s [http://www.mozillazine.org/talkback.html?article=4155 difficult experience] with relicensing the Mozilla code base to make it more GPL-compatible illustrates the benefits of having a broad license grant in the CLA.

:Perhaps more importantly for OSGeo, the broad license granted by the CLA means that individual code contributions made under the CLA can be shared by different foundation projects that are otherwise governed by different and incompatible open source licenses.

; What is the difference between the Individual CLA and the Corporate CLA?
: The Individual CLA is what all committers will be expected to sign in their own capacity. In the Individual CLA, you represent that you have the legal authority to grant the licenses in the agreement. If you determine that you cannot make this representation because the code you develop is owned by your employer (under a “work-for-hire” arrangement, for example), then your employer would need to sign a Corporate CLA before the code can be accepted. In many jurisdictions, anything you develop on your own time with your own equipment is yours and can be contributed by you alone. It is the developer’s responsibility to ascertain whether he or she can contribute code free of encumbrance by an employer, and to obtain a Corporate CLA where necessary.

:Corporate CLAs are also used where a company is granting code on an ongoing basis – for example, where a company staffs developers specifically to do development work on foundation projects.

; Will I have to sign a CLA every time I contribute code?
: No, the CLA covers all of your contributions beginning on the date you sign it. It also applies to all contributions made to any project managed by OSGeo, so there is no need to execute multiple CLAs for different projects. However, if you have had your employer sign a Corporate CLA and you later change jobs, you will need to consider whether your new employer should also sign a Corporate CLA.

; Wow, this is confusing. Where can I learn more about this stuff?
: Larry Rosen, the former General Counsel of the OSI, has written an excellent overview book on open source licensing that addresses many of the issues raised by the CLA. In the spirit of open source, the [http://rosenlaw.com/oslbook.htm online version of the book] is available at no charge under the Academic Free License.

OSGeo Bylaws

2006-03-02T06:59:27Z

Wiki-Rich steele:

BYLAWS OF THE
OPEN SOURCE GEOSPATIAL FOUNDATION

ARTICLE I
Purposes of the Corporation; Non-Profit Status

The purposes of the corporation are to establish and support a diverse open source community to foster the development, advancement and promotion of open geospatial software technology and data. The corporation is organized and shall be operated as a not-for-profit membership corporation organized under Delaware law. If the Board of Directors of the corporation elects to seek and obtains an exemption for the corporation from federal taxation pursuant to Section 501(a) of the Internal Revenue Code, as amended (the "IRC"), and until such time, if ever, that such exemption is denied or lost, the corporation shall not be empowered to engage directly or indirectly in any activity which the corporation believes would be likely to invalidate its status as an organization exempt from federal taxation under Section 501(a) of the IRC as an organization described in Section 501(c) of the IRC.

To further the goals of the corporation and to ensure that the assets of the corporation are utilized for public benefit, all software whose development is managed by the corporation shall be released under a software license that is designated by the Open Source Initiative (OSI) as one that satisfies the OSI’s requirements for Certified Open Source Software.

ARTICLE II
Offices and Registered Agents

The principal office for the corporation shall be located in the state selected by the Board of Directors of the corporation. The Board of Directors is granted full power and authority to change the principal office from one location to another, both within or outside the State of Delaware. The address of the initial registered office in the State of Delaware and the name of the initial registered agent of the corporation at such address are set forth in the Certificate of Incorporation. The corporation may, from time to time, designate a different address as its registered office or a different person as its registered agent, or both; provided, however, that such designation shall become effective upon the filing of a statement of such change with the Secretary of State of the State of Delaware as is required by law. In the event the corporation desires to qualify to do business in one or more states other than Delaware, the corporation shall designate the location of the registered office in each such state and designate the registered agent for service of process at such address in the manner provided by the law of the state in which the corporation elects to be qualified.

ARTICLE III
Board of Directors

Section 3.1. Powers. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws specifically reserved to the members.

Section 3.2. Number of Directors. The Board of Directors shall be composed of not less than five (5) nor more than nine (9) Directors, the specific number to be set by resolution of the Board, provided that the Board may be less than five (5) until vacancies are filled. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director.

Section 3.3. Qualification. Directors may only be adult natural persons but need not be residents of Delaware or of the United States nor members of the corporation. Each director shall demonstrate his or her willingness to accept responsibility for governance and his or her availability to participate actively in governance activities. Directors shall be selected to bring a variety of interests and expertise to the corporation.

Section 3.4. Fees and Compensation. Directors of the corporation as such shall not receive any compensation for their services, but by resolution of the Board of Directors, expenses of attendance, if any, may be allowed for attendance at regular or special meetings of the Board. Subject to Section 3.9, nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor. The Corporation shall be entitled to purchase officers' and directors' liability insurance without violating these Bylaws.

Section 3.5. Election and Term. Each person named in the Certificate of Incorporation or elected by the incorporator(s) at the organization meeting, as the case may be, as a member of the initial Board of Directors shall hold office until the first annual meeting of members and until his or her successor shall have been elected and qualified or until his or her earlier resignation, removal or death.

At the first annual meeting of members and at each annual meeting thereafter, the members shall elect directors to hold office until the next succeeding annual meeting. Each director shall hold office for the term for which he or she is elected and until his or her successor shall have been elected and qualified or until his or her earlier resignation, removal or death.

Section 3.6. Resignation and Removal of Directors. A director may resign at any time upon written request to the corporation. Furthermore, any director or the entire Board of Directors may be removed, with or without cause, by a vote of two-thirds (2/3) of the members entitled to vote for the election of directors or as otherwise provided in the General Corporation Law of the State of Delaware.

Any director may be removed “For Cause” at a meeting called for that purpose. For the purposes of this Section 3.6, “For Cause” shall mean when any director has been (i) declared of unsound mind by a final order of court, (ii) convicted of a felony, or (iii) found by the Board to have breached any duty arising under these Bylaws or the Certificate of Incorporation of the corporation. Such director may only be removed “For Cause” after the affirmative vote of a majority of the directors (exclusive of the director facing removal) represented at a meeting of the Board of Directors at which a quorum is present.

Section 3.7. Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the authorized number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors or by a sole remaining director. If there is more than one class of members, vacancies of directorships elected by such class may be filled by a majority of the directors elected by such class or by a sole remaining director. A director elected to fill a vacancy shall hold office only until the next election of directors by the members.

Section 3.8. Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate an Executive Committee from among its members and such other committees consisting of at least one director as determined by the Board of Directors from time to time. Each committee, solely to the extent provided in such authorizing resolution, shall have and may exercise all the power and authority of the Board of Directors in the management of the business and affairs of the corporation, as limited by the laws of the State of Delaware.

The Board of Directors, by resolution adopted in accordance with this section, may designate one or more directors as alternate members of any such committee, who may act in the place and stead of any absent or disqualified member or members at any meeting of such committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 3.9. Director Conflicts of Interest. No contract or other transaction between the corporation and one or more of its directors or between the corporation and any other corporation, partnership, association or other organization in which one or more of the directors of the corporation are directors or officers or are financially interested, shall be void or voidable solely because of such relationship or interest or solely because such director or directors are present at or participate in the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or solely because his or her or their votes are counted for such purpose, if:

A. The material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or committee, and the Board of Directors or committee in good faith authorizes, approves or ratifies the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

B. The material facts as to their relationship or interest and as to the contract or transaction are disclosed or known to the members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of such members; or

C. The contract or transaction is fair as to the corporation at the time it is authorized, approved or ratified by the Board of Directors, a committee of the Board of Directors or the members.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

ARTICLE IV
Meetings of the Board of Directors

Section 4.1. Place of Meetings. Regular and special meetings of the Board of Directors may be held within or outside the State of Delaware and within or outside the United States.

Section 4.2. Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held immediately following the annual meeting of members each year and at such times thereafter as the Board of Directors may fix. Special meetings of the Board of Directors shall be held at such times as called by the Chair of the Board, the President of the corporation, or by any two (2) directors. A person or persons entitled to call a special meeting of the Board of Directors may make a written request to the Secretary of the corporation to call the meeting. The Secretary shall give written notice of the meeting in the manner provided below, and the meeting shall be held between three (3) and fourteen (14) days after receipt of the request to call a special meeting. If the Secretary fails to give notice of the meeting within three (3) days from the day on which the request was received by the Secretary, the person or persons who requested the special meeting may fix the time and place of meeting, and give notice thereof. If no place is identified, the meeting shall be held at the corporation's principal place of business.

Not less than ten (10) days' notice of the annual meeting of the Board of Directors, excluding the day of the meeting, shall be given to all Directors. Said notice shall include proposed agenda items, but the failure to include an agenda item in the notice shall not prevent action from being taken with respect to such item. Notice of a meeting at which an amendment to the Certificate of Incorporation of the Corporation will be proposed must contain the substance of the proposed amendment. Not less than five (5) days' notice of a regular or special meeting of the Board of Directors, excluding the day of the meeting, shall be given to all Directors. Notice shall be delivered personally, sent by telecopier or facsimile machine, or mailed, first class, postage prepaid, or sent via electronic transmission, if the Director has consented to receipt via electronic transmission.

Section 4.3. Waiver of Notice. Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice or who provide such waiver by electronic transmission, either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or conveyed, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Section 4.4. Electronic Meetings. Members of the Board of Directors may participate in a meeting of such Board or of any committee designated by such Board by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participating by such means shall constitute presence in person at a meeting.

Section 4.5. Quorum and Voting. A majority of the number of directors (not counting any vacancies on the Board of Directors) shall constitute a quorum for the transaction of business, provided that in the event that the number of directors is an even number, one-half (1/2) of the directors shall constitute a quorum. At any meeting of the Board of Directors, each director present at the meeting shall be entitled to cast one (1) vote on any question coming before the meeting. Except as otherwise provided in these Bylaws, a vote of the majority of the directors present at a meeting in which a quorum is present shall be the act of the Board of Directors.

Section 4.6. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all the members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or electronic transmission is filed with the minutes of the proceedings of the board or committee. Such consent shall have the same effect as a unanimous vote.

ARTICLE V
Officers

Section 5.1 Number and Qualifications. The officers of the corporation shall consist of a Chair of the Board, a President, a Secretary, and a Treasurer. Officers must be natural persons that the Board of Directors elects or appoints. Officers need not be Directors of the corporation and shall hold office at the discretion of the Board of Directors. Subject to these Bylaws, the Board of Directors may also elect or appoint one or more additional officers or assistant officers as it may deem convenient or necessary. Except as provided in these Bylaws, the Board of Directors shall fix the powers and duties of all officers.

Section 5.2 Election and Term. The officers of the corporation shall be appointed by the Board of Directors. Such appointment by the Board of Directors may be made at any regular or special meeting of the Board of Directors. Each officer shall hold office for a period of one year or until his or her successor is elected and qualified or until his or her earlier resignation or removal. An individual may hold more than one office of the corporation at the same time.

Section 5.3 Resignation, Removal and Vacancies. Any officer of the corporation may resign at any time upon written notice to the corporation. Any officer elected or appointed by the Board of Directors shall hold office at the pleasure of the Board of Directors and may be removed at any time, with or without cause, by a resolution approved by the affirmative vote of a majority of the directors present. Any vacancy in an office of the corporation shall be filled by action of the Board of Directors. The removal of any individual as an officer of the corporation does not automatically affect such individual's employee status with the corporation.

Section 5.4 Compensation. The compensation, if any, of all officers of the corporation shall be fixed by the Board of Directors and may be changed from time to time by a majority vote of the Board of Directors. The fact that an officer is also a director of the Corporation shall not preclude such person from receiving compensation as an officer, nor shall it affect the validity of any resolution by the Board of Directors fixing such compensation. The President shall have authority to fix the salaries, if any, of all employees of the Corporation, other than officers elected or appointed by the Board of Directors.

Section 5.5 Chair of the Board. The Chair of the Board shall preside at all meetings of the Board of Directors and members and shall have such other duties and authority as may be conferred by the Board of Directors.

Section 5.6 President. Unless provided otherwise by a resolution adopted by the Board of Directors, the President shall be the Chief Executive Officer of the corporation and shall have general and active management of the business and affairs of the corporation, subject to the direction of the Board of Directors. In the absence of the Chair of the Board, the President shall preside at all meetings of the Board of Directors and members. The President shall see that all orders and resolutions of the Board of Directors are carried into effect, shall sign and deliver in the name of the corporation any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Certificate of Incorporation, these Bylaws, or the Board of Directors to some other officer or agent of the corporation, may maintain records of and certify proceedings of the Board of Directors, and shall perform such other duties as may from time to time be prescribed by the Board of Directors.

Section 5.7 Secretary. Unless provided otherwise by a resolution adopted by the Board of Directors, the Secretary shall keep accurate records of the acts and proceedings of all meetings of the members and directors. The Secretary shall give all notices required by law and by these Bylaws. He or she shall mail to all Directors within thirty (30) days after each meeting copies of all said actions and minutes of said proceedings. In addition, the Secretary shall have general charge of the corporate books and records and of the corporate seal, and he or she shall affix, or attest the affixing of, the corporate seal to any lawfully executed instrument requiring it. The Secretary shall have general charge of the membership records of the corporation and shall keep, at the principal office of the corporation, a record of the members showing the name, address, telephone number, facsimile number and electronic mail address of each member. The Secretary shall sign such instruments as may require his or her signature and, in general, shall perform all duties as may be assigned to him or her from time to time by the Chair, the President or the Board of Directors.

Section 5.8 Treasurer. Unless provided otherwise by a resolution adopted by the Board of Directors, the Treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of members, and shall perform such other duties as may be prescribed by the Chair, the President or the Board of Directors.

ARTICLE VI
Project Steering Committees

Section 6.1. Establishment. The Board of Directors may, by resolution carried with the necessary vote, establish one or more Project Steering Committees consisting of at least one officer or one director of the corporation, who shall be designated the chairperson of such committee, and may include one or more other individuals who may be members of the corporation or other persons who shall be selected by the Board of Directors or the chairperson of the committee based on their individual merit and contributions to the relevant project. Unless elected or appointed as an officer or admitted as a member in accordance with these Bylaws, a member of a Project Steering Committee shall not be deemed an officer or a member of the corporation. The Board of Directors of the corporation may, by resolution carried with the necessary vote, terminate a Project Management Committee at any time. A Project Steering Committee shall not be considered a committee of the Board of Directors. A Project Steering Committee may not have and may not exercise any of the power and authority of the Board of Directors.

Section 6.2. Responsibilities. Each Project Steering Committee shall be responsible for the active management of one or more projects identified by resolution of the Board of Directors which may include, without limitation, the creation or maintenance of open-source software projects. Subject to the direction of the Board of Directors, the chairman of each Project Steering Committee shall be primarily responsible for project(s) managed by such committee, and he or she shall establish rules and procedures for the day to day management of project(s) for which the committee is responsible. In discharging its responsibilities, a Project Steering Committee shall adhere to the policies, procedures and standards approved by the Board of Directors.

Section 6.3. Election and Term. The members of each existing Project Steering Committee shall be appointed by the Board of Directors or appointed by the chairperson of the Project Steering Committee as authorized by the Board of Directors. Each member of a Project Steering Committee shall serve on such committee until his or her successor is elected and qualified or until his or her earlier resignation or removal.

ARTICLE VII
Members

Section 7.1. Admission of Members. An initial group of up to forty-five (45) persons shall be admitted as the initial members of the corporation upon the affirmative vote of the Board of Directors of the corporation. Thereafter, to be eligible for membership, a person must be nominated by an existing member of the corporation pursuant to a written document in such form as shall be adopted by the Board of Directors from time to time. The nomination must be included in a notice to the members at least ten (10) days in advance of the meeting at which the members will vote on the applicant’s admission. Proposed members shall be admitted upon the affirmative vote of the members of the corporation. Emeritus members may be reinstated as members of the corporation by being nominated by an existing member, which nomination shall be considered in the same manner as an application for a new membership.

Section 7.2. Emeritus Members. An emeritus member is a former member whose membership has been suspended and converted to emeritus status, either voluntarily or by action of the members as provided in these Bylaws, such that all membership rights of the emeritus member, including the right to vote and be counted for purposes of quorum, are suspended and terminated until the emeritus member's membership is reinstated by subsequent action of the members as provided in the preceding section.

Upon the effective date of conversion of the membership of any member to emeritus status, the membership, including all related voting rights, of such member shall be suspended, except that such emeritus member shall be entitled to attend (but not vote) at meetings of the members, and the officers of the corporation shall attempt, in good faith, to continue to deliver notices of meetings of the members of the corporation to such emeritus member. References in these Bylaws to a "member" or to the "members" of the corporation shall not include any emeritus member unless explicitly provided otherwise.

Section 7.3. Voluntary Conversion of Membership to Emeritus Status. Members may convert their membership to emeritus status at any time upon ten (10) days' written, signed notice delivered to an officer of the corporation.

Section 7.4. Involuntary Conversion of Membership to Emeritus Status. Upon an affirmative vote of a two-thirds (2/3) majority of the members of the corporation, the membership of a member shall be converted into an emeritus membership.

Section 7.5. Voluntary Withdrawal from Membership. Members (including emeritus members) may withdraw from membership in the corporation at any time upon ten (10) days' written, signed notice delivered to an officer of the corporation.

Section 7.6. Involuntary Termination of Membership. A member may be involuntarily removed from membership by an affirmative vote of a two-thirds (2/3) majority of the members of the corporation.

Section 7.7 Automatic Termination. Members shall have their membership status automatically terminated and their names removed by the Secretary of the corporation from all membership records of the corporation if they fail to participate, either in person or by proxy, in three (3) consecutive meetings of the members of the corporation, held electronically or otherwise.

Section 7.8. Effect of Withdrawal or Termination of Membership. Upon any withdrawal or termination of the membership of any member, the membership, including all related voting rights, of such member shall be terminated. After a withdrawal or termination of the membership of any member, or a conversion of the membership of any member to emeritus status, such member may reapply for membership in accordance with Section 7.1 of these Bylaws.

Section 7.9. Associate Members. The Board of Directors may, in its discretion, provide for the admittance of associate members of the corporation, and may set the requirements and qualifications for associate membership by resolution. Associate members shall not be entitled to vote for the election of directors or on any other matter coming before the corporation. References in these Bylaws to a "member" or to the "members" of the corporation shall not include any associate member unless explicitly provided otherwise.

ARTICLE VIII
Meetings of Members

Section 8.1. Place of Meetings. Meetings of the members shall be held at the principal office of the corporation or any other place (within or outside the State of Delaware and within or outside the United States) designated in the notice of the meeting or may be held by means of remote communication according to such procedures as are adopted by the Board of Directors from time to time. Subject to Board of Directors approval and compliance with applicable law, remote communication may include an electronic voting system, provided that the system verifies the identity of voters to the satisfaction of the Secretary.

Section 8.2. Annual Meeting. A meeting of the members shall be held annually at such time as the Board of Directors may determine, at which annual meeting the members shall elect Directors to fill any vacancies or expiring terms, and transact other proper business.

Section 8.3. Special Meetings. Special meetings of the members shall be held when directed by the Chair of the Board of Directors, or when requested in writing by not less than ten percent (10%) of all members entitled to vote at the meeting. The call for the meeting shall be issued by the Secretary, unless the Chairman, President, Board of Directors or members requesting the meeting shall designate another person to do so.

Section 8.4. Notice. Written notice stating the place, if any, and the means of remote communication by which members may participate, and the date and hour of the meeting, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting by or at the direction of the officer or persons calling the meeting, to each member of record entitled to vote at such meeting. Notice shall be delivered personally, sent by telecopier or facsimile machine, mailed, or sent via electronic transmission, if the member has consented to receipt of notices via electronic transmission.

Notwithstanding the above paragraph, the corporation shall not be required to give notice of a members' meeting to any member to whom notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such member during the period between such two consecutive annual meetings, have been mailed under the procedures outlined above and have been returned undeliverable. Any action or meeting which shall be taken or held without notice to such member shall have the same force and effect as if such notice had been duly given. If any such member delivers to the corporation a written notice setting forth his or her then current address, the requirement that notice be given to such member shall be reinstated.

Section 8.5. Notice of Adjourned Meetings. When a meeting is adjourned to another time or place, the corporation shall not be required to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted that might have been transacted at the original meeting. If, however, the adjournment is for more than thirty (30) days, or if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in Section 8.4 above, to each member of record on the new record date entitled to vote at such meeting.

Section 8.6. Waiver of Notice. Whenever notice is required to be given to any member, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of such notice. Attendance by a person at a meeting including participation by remote communications shall constitute a waiver of notice of such meeting, except when the person attends a meeting or participates by remote communication for the express purpose of objecting, at the beginning of the meeting, to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any meeting of the members need be specified in the written waiver of notice.

Section 8.7. Fixing Record Date. For the purpose of determining members entitled to notice of and to vote at any meeting of members or any adjournment thereof, or in order to make a determination of members or for any other proper purpose (including the taking of action without a meeting by written consent), the Board of Directors of the corporation may, but need not, fix a date as the record date for any such determination of members, which record date, however shall in no event be more than sixty (60) days prior to any such intended action or meeting.

Section 8.8. Member Quorum. Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, a majority of the members entitled to vote, represented in person or proxy, including through remote communication, shall constitute a quorum at a meeting of members.

After a quorum has been established at a members' meeting, (i) the subsequent withdrawal of members, so as to reduce the number of members in person or represented by proxy entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof; and (ii) the subsequent admission of new members, so as to increase the number of members required for a quorum above the number of members present in person or proxy, including through remote communication, entitled to vote at the meeting, shall not affect the validity of any action taken at the meeting or any adjournment thereof.

If a quorum is not represented at a meeting, the members present shall constitute a quorum for the sole purpose of adjourning such meeting, and the majority of the members so present may adjourn the meeting to such date, time and place as they shall announce at the time of adjournment. Any business that might have been transacted at the adjourned meeting if a quorum had been present, may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented.

Section 8.9. Voting. Each member (except emeritus members) shall be entitled to one vote on each matter submitted to a vote at a meeting of the members, except in the case of election of directors or as may otherwise be provided in the General Corporation Law of the State of Delaware. If a quorum is present, the affirmative vote of a majority of the members represented at the meeting and entitled to vote on the subject matter shall be the act of the members, unless the vote of a greater number is required by the General Corporation Law of the State of Delaware or by the Certificate of Incorporation or by these Bylaws.

In connection with the election of Directors, each member (except emeritus members) shall be entitled to one vote for each vacancy on the Board of Directors to be filled. Members of the Board of Directors shall be elected by the affirmative vote of a plurality of the votes of the members present in person or proxy, including through remote communication, at the meeting and entitled to vote on the election of the Board of Directors. Each member entitled to vote in an election of Directors may cumulate his or her votes by distributing among one or more candidates as many votes as are equal to the number of Director vacancies to be filled in the election.

A member may vote either in person or by proxy executed in writing, including through remote communication, by the member or his or her duly authorized attorney-in-fact. Subject to Board of Directors approval and compliance with applicable law, remote communication may include online text conferencing, provided that the conferencing system verifies the identity of participants to the satisfaction of the Secretary.

Section 8.10. Proxies. Every member entitled to vote at a meeting of members or to express consent or dissent to corporate action in writing without a meeting, or a member's duly authorized attorney-in-fact, may authorize another person or persons to act for him/her by proxy.
Every proxy must be signed by the member or his or her attorney-in-fact or authorized by electronic transmission. No proxy shall be valid after three (3) years from its date, unless otherwise provided in the proxy. All proxies shall be revocable.

Section 8.11. Action by Members Without a Meeting. Any action required to be taken or which may be taken at a meeting of members of the corporation, may be taken without a meeting, without prior notice and without a vote, if a written consent setting forth the action so taken shall be signed by members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voted; provided, however, that no written consent shall be effective unless such consent (i) bears the date of signature by each member signing such consent and (ii) is delivered to the corporation within sixty (60) days of the date on which the earliest consent was delivered to the corporation. A facsimile signature or electronic transmission signature shall constitute a signature for these purposes, provided that the electronic transmission was transmitted by the member or person authorized to act for the member and the date of transmission is evident. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those members who have not consented in writing. Delivery of a consent shall be to the principal place of business of the corporation or to an officer or agent of the corporation and shall be personal, sent by facsimile, or mailed, first class, postage prepaid, or sent via electronic transmission bearing a date of transmission. The date of delivery for any consent delivered by facsimile or electronic transmission shall be determined by the method specified by resolution of the Board of Directors of the Corporation.

ARTICLE IX
Books and Records

Section 9.1. Books and Records. The corporation shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of its members, Board of Directors and committees of directors.

The corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of the name, address, telephone number, facsimile number and electronic mail address of each member, together with the date of any withdrawal or termination of such member's membership, or any conversion of such member's membership to emeritus status.

Each member shall be responsible for notifying the corporation of changes to such member's address, telephone number, facsimile number or electronic mail address. Any books, records and minutes may be in written form or in any other form capable of being converted into clearly legible written form within a reasonable time.

Section 9.2. Members' Inspection Rights. Any person who is a member, upon written demand under oath stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any time during the corporation's usual hours for business, for any proper purpose as determined under the General Corporation Law of the State of Delaware, the corporation's membership records and its other books and records and to make copies or extracts therefrom.

ARTICLE X
Corporate Seal

The Board of Directors shall provide a corporate seal which shall have the name of the corporation inscribed thereon, and may be a facsimile, engraved, printed, or an impression seal.

ARTICLE XI
Amendment

These Bylaws may be altered, amended or repealed by the Board of Directors or by the members, and new Bylaws may be adopted by the Board of Directors or by the members. No alteration, amendment or repeal of these Bylaws shall be effective unless and until the corporation attempts, in good faith, to give notice to the members of the corporation of such alteration, amendment or repeal at least fifteen (15) days prior to the effective date of such alteration, amendment or repeal, which notice may be by electronic means.

ARTICLE XII
Limits on Liability of Directors

To the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director of the corporation shall not be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as a director.

ARTICLE XIII
Indemnification

Section 13.1. Right to Indemnification. The corporation shall, to the fullest extent authorized under the laws of the State of Delaware, as those laws may be amended and supplemented from time to time, indemnify any director made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of being an officer or director of the corporation or a predecessor corporation or, at the corporation's request, a director or officer of another corporation; provided, however, that the corporation shall indemnify any such agent in connection with a proceeding initiated by such agent only if such proceeding was authorized by the Board of Directors of the corporation. The indemnification provided for in this Article XIII shall: (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of members or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) continue as to a person who has ceased to be a director or officer, and (iii) inure to the benefit of the heirs, executors and administrators of such a person. The corporation's obligation to provide indemnification under this Article XIII shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the corporation or any other person.

Section 13.2. Advance Payment of Expenses. Expenses incurred by a director or officer of the corporation in defending a civil or criminal action, suit or proceeding by reason of the fact that he is or was a director or officer of the corporation (or was serving at the corporation's request as a director or officer of another corporation) shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized by relevant sections of the General Corporation Law of Delaware. Notwithstanding the foregoing, the corporation shall not be required to advance such expenses to an agent who is a party to an action, suit or proceeding brought by the corporation and approved by a majority of the Board of Directors of the corporation that alleges willful misappropriation of corporate assets by such agent, disclosure of confidential information in violation of such agent's fiduciary or contractual obligations to the corporation or any other willful and deliberate breach in bad faith of such agent's duty to the corporation or its members.

Section 13.3. Right of Claimant to Bring Suit. If a mandatory claim under this Article is not paid in full by the corporation within ninety (90) days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any action or proceeding in advance of its final disposition where the required undertaking has been tendered to the corporation unless such action is based on the claimant having committed an act involving moral turpitude) that the claimant has not met the standards of conduct which make indemnification permissible under the General Corporation Law of the State of Delaware, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its members) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its members) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 13.4. Contract Rights. The foregoing provisions of Sections 13.1, 13.2 and 13.3 shall be deemed to be a contract between the corporation and each director or officer who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

Section 13.5. Rights Non-exclusive. The indemnification and advancement of expenses provided by or granted pursuant to this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of members or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

Section 13.6. Indemnification of Others. The Board of Directors in its discretion shall have power on behalf of the corporation to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was an employee, agent or member of the corporation.

Section 13.7. Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, member, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Article or of applicable law.

Section 13.8. Definitions. For purposes of this Article, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, members, and employees or agents, so that any person who is or was a director, officer, member, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued, and references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Article.

Section 13.9. Continued Coverage. The indemnification and advancement of expenses provided by, or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer or member and shall inure to the benefit of the heirs, executors and administrators of such person.

ARTICLE XIV
Fiscal Matters

Section 14.1 Accounting Year. The accounting year of the corporation shall be fixed by resolution of the Board of Directors.

Section 14.2 Contracts. The Board of Directors may authorize such officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be either general or confined to specific instances. Contracts and other instruments entered into in the ordinary course of business may be executed by the President or, in the absence of or pursuant to a delegation by the President, by such officer designated to act in the place of or in the absence of the President, without specific Board of Directors authorization.

Section 14.3 Loans. No loans shall be contracted on behalf of the corporation, and no evidence of indebtedness other than checks, drafts or other orders for payment of money issued in the ordinary course of business shall be issued in its name unless authorized by the Board of Directors of the corporation. Such authorization and approval may be general or confined to specific instances.

Section 14.4 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall be determined by resolution of the Board of Directors, or by the President or Treasurer upon delegation by the Board of Directors.

Section 14.5 Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors, or the President or Treasurer upon delegation by the Board of Directors may select.

Section 14.6 Audit. The Board of Directors shall cause the books and records of account of the corporation to be audited by certified public accountants, to be selected by the Board of Directors, at least once in each fiscal year and at such other times as it may deem necessary or appropriate.

Section 14.7. Counterpart Execution: Facsimile Execution. Any document requiring the signature of the directors and/or members may be executed in any number of counterparts with the same effect as if all of the required signatories had signed the same document. Such executions may be transmitted to the corporation and/or the other directors and/or members by facsimile and such facsimile execution shall have the full force and effect of an original signature. All fully executed counterparts, whether original executions or facsimile executions or a combination, shall be construed together and shall constitute one and the same agreement.

THESE BYLAWS WERE READ, APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS OF THE OPEN SOURCE GEOSPATIAL FOUNDATION ON THE 27th DAY OF FEBRUARY, 2006.

/s/ Rich Steele
Secretary

Main Page

2006-03-02T06:59:19Z

Wiki-Rich steele:

== Introduction to the Open Source Geospatial Foundation Wiki ==
This is the community Wiki of the [http://www.osgeo.org/ Open Source Geospatial Foundation]. Please refer to the official web site at http://www.osgeo.org/ for stable documents and policies. This Wiki is the place where documents can be created collaboratively (ie. adoption processes, user hints, suggestions, committee notes, etc.). All web pages that are adopted as official documents will be moved to a CVS or SVN and subsequently appear at the [http://www.osgeo.org/ OSGeo] web site, which is the only official place for documents.

== OSGeo Structure ==
* [[OSGeo Bylaws]]
* [[Interim Board of Directors]]
* [[Committees]]
* [http://webcommittee.osgeo.org/MembershipNominations.html Membership Requests/Nominations]
* [[Roadmap]]

== Current Proposals and Documents in Editing Process ==
* [[Proposed Press Release]] ([[Talk:Proposed_Press_Release | Translations]])
* [[Proposed Project Submission Process]]
* [[Project Incubation]]
* [[Contributor Agreement]]
* [[Like Minded Regional Organizations]]
* [[International Outreach]]
* [[OSGeo Mission]]
* [[OSGeo FAQ]]
* [[Fundraising]]
* [[Board tasks]]
* [[Draft OSGEO Bylaws]]
* [[Proposed Board Election Procedure]]

== Board Meetings ==
* [[First Board Meeting]] - February 17, 2006
* [[Second Board Meeting]] - February 27, 2006, 8:00 a.m. PST
* [[Third Board Meeting]] - March 10, 2006, 8:00 a.m. PST

== Project requests ==
* [[Foundation Project Requests]]
* [[Public Geospatial Data Project]]
* [[Core Curriculum Project]]
* [[Volunteers Needed]]

== Stable Documents ==
* [[Membership Process]]
* [[OSGEO Website Terms of Service]]

== Useful Notes ==
* [[How to Edit]] this Wiki.
* [[How to keep Track]] of what is going on in the Wiki.
* [[OSGEO:Protected page guidelines|Protected page guidelines]]

-----
[[OSGEO:About|Wiki Site Disclaimer]]

Contributor Agreement

2006-03-02T00:24:10Z

Wiki-Rich steele:

Note: [[User:Rich_steele]] is preparing a brief explanation/FAQ for the contributor agreement. Stay tuned...

----

* Proposed Form of [[Individual Contributor License Agreement (CLA)]]
* Proposed Form of [[Corporate Contributor License Agreement (CCLA)]]

Corporate Contributor License Agreement (CCLA)

2006-02-28T22:15:16Z

Wiki-Rich steele:

The Open Source Geospatial Foundation
www.osgeo.org

Corporate Contributor License Agreement ("Agreement") v1.0

Thank you for your interest in The Open Source Geospatial Foundation (the "Foundation"). In order to clarify the intellectual property license granted with Contributions from any person or entity, the Foundation must have a Contributor License Agreement (CLA) on file that has been signed by each Contributor, indicating agreement to the license terms below. This license is for your protection as a Contributor as well as the protection of the Foundation and its users; it does not change your rights to use your own Contributions for any other purpose.
This version of the Agreement allows an entity (the "Corporation") to submit Contributions to the Foundation, to authorize Contributions submitted by its designated employees to the Foundation, and to grant copyright and patent licenses thereto.
If you have not already done so, please complete and send an original signed Agreement to The Open Source Geospatial Foundation, [address]. If necessary, you may send it by facsimile to the Foundation at [fax]. Please read this document carefully before signing and keep a copy for your records.

Corporation name:
Corporation address:
Point of Contact:
Email:
Telephone:
Fax:

You accept and agree to the following terms and conditions for Your present and future Contributions submitted to the Foundation. In return, the Foundation shall not use Your Contributions in a way that is contrary to the public benefit or inconsistent with its nonprofit status and bylaws in effect at the time of the Contribution. Except for the license granted herein to the Foundation and recipients of software distributed by the Foundation, You reserve all right, title, and interest in and to Your Contributions.

1. Definitions.
"You" (or "Your") shall mean the copyright owner or legal entity authorized by the copyright owner that is making this Agreement with the Foundation. For legal entities, the entity making a Contribution and all other entities that control, are controlled by, or are under common control with that entity are considered to be a single Contributor. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.
"Contribution" shall mean the code, documentation or other original works of authorship expressly identified in Schedule B, as well as any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to the Foundation for inclusion in, or documentation of, any of the products owned or managed by the Foundation (the "Work"). For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Foundation or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Foundation for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution."

2. Grant of Copyright License. Subject to the terms and conditions of this Agreement, You hereby grant to the Foundation and to recipients of software distributed by the Foundation a perpetual, worldwide, non-exclusive, fully-paid, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Your Contributions and such derivative works.

3. Grant of Patent License. Subject to the terms and conditions of this Agreement, You hereby grant to the Foundation and to recipients of software distributed by the Foundation a perpetual, worldwide, non-exclusive, fully-paid, royalty-free, irrevocable (except as stated in this section) patent license to have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by You that are necessarily infringed by Your Contribution(s) alone or by combination of Your Contribution(s) with the Work to which such Contribution(s) were submitted, as such Work existed as of the date of your Contribution(s). This patent license shall not apply to any other combinations which include the Contribution(s). If any entity institutes patent litigation against You or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that your Contribution, or the Work to which you have contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this Agreement for that Contribution or Work shall terminate as of the date such litigation is filed.

4. You represent that You are legally entitled to grant the above license. You represent further that each employee of the Corporation designated on Schedule A below (or in a subsequent written modification to that Schedule) is authorized to submit Contributions on behalf of the Corporation.

5. You represent that each of Your Contributions is Your original creation (see section 7 for submissions on behalf of others).

6. You are not expected to provide support for Your Contributions, except to the extent You desire to provide support. You may provide support for free, for a fee, or not at all. Unless required by applicable law or agreed to in writing, You provide Your Contributions on an "AS IS" BASIS, 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.

7. Should You wish to submit work that is not Your original creation, You may submit it to the Foundation separately from any Contribution, identifying the complete details of its source and of any license or other restriction (including, but not limited to, related patents, trademarks, and license agreements) of which you are personally aware, and conspicuously marking the work as "Submitted on behalf of a third-party: [named here]".

8. It is your responsibility to notify the Foundation when any change is required to the list of designated employees authorized to submit Contributions on behalf of the Corporation, or to the Corporation's Point of Contact with the Foundation.

Please Sign: Date:

Title:
Corporation:

Schedule A
[Initial list of designated employees. NB: authorization is not tied to particular Contributions.]

Schedule B
[Identification of optional concurrent software grant. Would be left blank or omitted if there is no concurrent software grant.]

Individual Contributor License Agreement (CLA)

2006-02-28T22:14:59Z

Wiki-Rich steele:

The Open Source Geospatial Foundation
www.osgeo.org

Individual Contributor License Agreement ("Agreement") v1.0

Thank you for your interest in The Open Source Geospatial Foundation (the "Foundation"). In order to clarify the intellectual property license granted with Contributions from any person or entity, the Foundation must have a Contributor License Agreement ("CLA") on file that has been signed by each Contributor, indicating agreement to the license terms below. This license is for your protection as a Contributor as well as the protection of the Foundation and its users; it does not change your rights to use your own Contributions for any other purpose.
If you have not already done so, please complete and send an original signed Agreement to The Open Source Geospatial Foundation, [address]. If necessary, you may send it by facsimile to the Foundation at [fax]. Please read this document carefully before signing and keep a copy for your records.

Full name:
E-Mail:
Address:
Telephone:
Facsimile:
Country:

You accept and agree to the following terms and conditions for Your present and future Contributions submitted to the Foundation. In return, the Foundation shall not use Your Contributions in a way that is contrary to the public benefit or inconsistent with its nonprofit status and bylaws in effect at the time of the Contribution. Except for the license granted herein to the Foundation and recipients of software distributed by the Foundation, You reserve all right, title, and interest in and to Your Contributions.

1. Definitions.
"You" (or "Your") shall mean the copyright owner or legal entity authorized by the copyright owner that is making this Agreement with the Foundation. For legal entities, the entity making a Contribution and all other entities that control, are controlled by, or are under common control with that entity are considered to be a single Contributor. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.
"Contribution" shall mean any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to the Foundation for inclusion in, or documentation of, any of the products owned or managed by the Foundation (the "Work"). For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Foundation or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Foundation for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution."

2. Grant of Copyright License. Subject to the terms and conditions of this Agreement, You hereby grant to the Foundation and to recipients of software distributed by the Foundation a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Your Contributions and such derivative works.

3. Grant of Patent License. Subject to the terms and conditions of this Agreement, You hereby grant to the Foundation and to recipients of software distributed by the Foundation a perpetual, worldwide, non-exclusive, fully-paid, royalty-free, irrevocable (except as stated in this section) patent license to have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by You that are necessarily infringed by Your Contribution(s) alone or by combination of Your Contribution(s) with the Work to which such Contribution(s) were submitted, as such Work existed as of the date of your Contribution(s). This patent license shall not apply to any other combinations which include the Contribution(s). If any entity institutes patent litigation against You or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that your Contribution, or the Work to which you have contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this Agreement for that Contribution or Work shall terminate as of the date such litigation is filed.

4. You represent that you are legally entitled to grant the above license. If your employer(s) has rights to intellectual property that you create that includes your Contributions, you represent that you have received permission to make Contributions on behalf of that employer, that your employer has waived such rights for your Contributions to the Foundation, or that your employer has executed a separate Corporate CLA with the Foundation.

5. You represent that each of Your Contributions is Your original creation (see section 7 for submissions on behalf of others). You represent that Your Contribution submissions include complete details of any third-party license or other restriction (including, but not limited to, related patents and trademarks) of which you are personally aware and which are associated with any part of Your Contributions.

6. You are not expected to provide support for Your Contributions, except to the extent You desire to provide support. You may provide support for free, for a fee, or not at all. Unless required by applicable law or agreed to in writing, You provide Your Contributions on an "AS IS" BASIS, 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.

7. Should You wish to submit work that is not Your original creation, You may submit it to the Foundation separately from any Contribution, identifying the complete details of its source and of any license or other restriction (including, but not limited to, related patents, trademarks, and license agreements) of which you are personally aware, and conspicuously marking the work as "Submitted on behalf of a third-party: [named here]".

8. You agree to notify the Foundation of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect.

Please Sign: Date:

User:Rich steele

2006-02-28T19:58:47Z

Wiki-Rich steele:

Rich Steele

OSGeo Member, Legal Counsel and Foundation Secretary

mailto: richsteele@osgeo.org

User:Rich steele

2006-02-28T19:58:26Z

Wiki-Rich steele:

Rich Steele
OSGeo Member, Legal Counsel and Foundation Secretary
mailto: richsteele@osgeo.org

WebComTODO

2006-02-28T18:03:43Z

Wiki-Rich steele: added suggestion for "About OSGeo" page

List of tasks to be done by Web Committee. Eventually I imagine this should be handled by the bug (artifact?) tracker but I don't know how to use that properly yet.

== Frank's Suggestions ==

=== Short Term ===
# Update the [[OSGEO Website Terms of Service]] on the web site.
# Setup mechanism for people to create accounts website user accounts on their own.
# Setup WebCOM mailing list, and get committee members on it!
# Setup feedback mechanism for web site. I suppose this ought to be creating artifacts in the bug system, but a feedback email list might be more appropriate.
# Recruit more members on discuss list. What skills are most valuable?
# Fix the SSL Certificate issue when entering the site (maybe don't use always https?)

=== Medium Term ===
# Setup WebCOM web page, with "mandate" and policies and procedures.
# Work on web site overall style.
# Ensure that WebCOM members can update all appropriate web pages (ie. osgeo.org, webcommittee.osgeo.org, board.osgeo.org, etc).
# Hold an OSGeo [[Logo Contest]].
# Flesh out the web site pages. New, about, contact, etc.
# Setup wiki.
# Organize translation volunteers.

=== Wiki ===
# Figure out a wiki technology to incorporate. Mediawiki seems really nice. The Java folks seems really keen on Confluence.
# Do we need this hosted on a non-collabnet server since it isn't a core collabnet service?
# We need some mechanism(s) to ensure the folks realize material in the wiki is not authoritative. That it is essentially individuals working documents, not foundation policy.
# Make sure the wiki requires some sort of login or something so it is not easily spammed.

== Rich's Suggestion ==

# I think sooner rather than later we should have an “About the Foundation” or “About OSGeo” link in the left hand box of the current home page template (i.e., delete the "Foundation Meeting Docs" link and replace it with an "About OSGeo" link). The landing page for this link would essentially be the hub where all information about the foundation, legal and IP policies (including forms of contributor agreements), corporate records (articles of incorporation and bylaws), board meeting archives, annual member meeting archives, etc.

I've put together a mocked up sample landing page for the "About OSGeo" link here --> [[About OSGeo Sample Page]]

Board Meeting 2006 02 27

2006-02-28T01:04:17Z

Wiki-Rich steele:

The second board meeting is planned for [http://www.timeanddate.com/worldclock/fixedtime.html?month=2&day=27&year=2006&hour=8&min=0&sec=0&p1=224 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 [[Incubation Committee Motion|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 [[Talk:Proposed Press Release|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

# The board reviewed and approved the minutes from the [[First Board Meeting]]
# The board discussed the proposed OSGeo bylaws. It was noted that the sections relating to the establishment of 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.
# 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.
# 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.
# 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.
# 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.
# 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.
# The board next discussed the proposed forms of Contributor Agreeement. 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 7 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.
# The board next discussed the initial foundation press release and translation. 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.
# 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.
# 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==

# RichS and GaryL to open OSGeo bank account
# Arnulf and Daniel to work on creating wiki.osgeo.org
# Gary to provide copy of collabnet contract arrangement for “business resumption planning”.
# BOD to review/discuss online OSGeo FAQ by Wednesday, March 1st and post along with translations.
# RichS to engage tax counsel to get application for 501c3 underway.
# FrankW to have process and criteria for Project Incubation Committee by next Board meeting.
# RichS to prepare FAQ for contributor agreements
# Significant contributors to foundation projects must (through Incubation Committee members), review and approve Contributor Agreements within the next 2 weeks. Post and discuss online.
# All Board members review and provide comment on OSGeo FAQ by Weds, March 1
# 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.
# MarkusN to work with Sean Sternfeldt on press release to go out Wednesday, March 1st.

OSGeo FAQ

2006-02-28T00:07:06Z

Wiki-Rich steele:

'''This page is provisional, and the following declarations are not approved by the OSGeo board.'''

== Structure and Governance ==

; What is the Open Source Geospatial Foundation?
: The foundation, or "OSGeo" for short, is an independent nonprofit legal entity established to support the needs of the open source geospatial community. The foundation will serve as an organizing body, a public technology commons, a development community manager, and event sponsor. Once fully established, the foundation will provide a legal and administrative framework to better support the ongoing development and promotion of open source geospatial data and technologies.

; What is the legal form of the foundation?
: The foundation is a membership-based corporation incorporated under the laws of the State of Delaware, USA. The foundation was expressly incorporated as a not-for-profit corporation, and intends to apply for tax exempt status under Section 501(c)(3) of the United States Internal Revenue Code so that financial contributions will be tax deductible in the United States.

; Who owns/controls the foundation?
: The foundation is a non-profit entity and has no shareholders. Thus, nobody "owns" the foundation. However, the foundation does have voting members who, like the shareholders in a for-profit company, elect the foundation's board of directors. The board of directors, acting together, manages the affairs of the foundation.

; Who are the members?
: The membership is composed from users, supporters, promoters, and developers of open source geospatial software. Becoming a member is as easy as joining the site and contributing to the foundation goals. Beyond members, there are currently 45 ''voting members'' [add link to membership roster].

; Can I become a voting member?
: Beyond selecting the initial voting membership of 45 members, details of the membership process have not been determined. However, all members of the open source geospatial community are encouraged to participate in foundation mailing lists, committees, and projects. Voting membership is not required for most forms of participation.

; Can an associate member have any influence?
: Yes! First, a non-voting (''i.e.'' associate) member can do everything a voting member can do, except vote in board elections. They can be members of committees and vote on them. They can speak up, and contribute in every other way. The foundation aims to be a ''do-acracy'', and so the way to have influence is to ''do'' things! Ultimately, of course, the foundation will ''only'' succeed in its [[OSGeo Mission|mission]] if the entire community gets involved -- so please don't hesitate! We need your help! In line with the do-acracy, those who contribute to the foundation goals will be recognized in the future with voting memberships.

; Who are the board of directors?
: The [[Interim Board of Directors]] were selected at the Chicago meeting, and will be extended to nine directors in the coming weeks pursuant to the [[Proposed Board Election Procedure]].

; Is the foundation controlled by Autodesk?
: No. Autodesk has provided generous support (legal, organizational and financial) to help establish the foundation, but only three members (including one board member) are from Autodesk. MapGuide Open Source, initially contributed to the foundation by Autodesk, is only one of eight initial foundation projects.

; What are the detailed rules of governance of the foundation?
: The foundation's governance model is still being developed, but it is expected that the foundation will emulate certain features of the governance models employed by other successful open source projects such as Apache. Individual foundation projects are expected to be governed by their own Project Steering Committees (PSCs), which will be appointed by the foundation's Board of Directors.

== Open Source ==

; What is Open Source Software?
: Open source software is software where the source code is made available under a license that allows the modification, amd re-distribution of the software at will. The precise definition of open source software used by the foundation is the OSI's [http://opensource.org/docs/definition.php Open Source Definition], and a variety of additional information can be found at the [http://opensource.org/ Open Source Initiative] web site.

; Is the foundation against commercial software?
: No. Open source software '''is''' commercial software. Much open source geospatial software is used in commercial projects by for-profit companies offering a variety of services. Free and open source software is quite compatible with commerce. Perhaps you were thinking of ''proprietary software''?

; Is the foundation against proprietary software?
: Proprietary software is not open source. The foundation respects the important role that proprietary software plays in our industry, and is not trying to get rid of it, or the companies that produce it. However, the foundation takes the position that free and open source software can and should play an important role in the geospatial industry. Furthermore, having quality open source alternatives to proprietary software can be good for the end user, the industry, and even the proprietary software vendors. In fact, most proprietary geospatial software is built on open source software to some extent.

; Does OSGeo support "Open Source Software" or "Free Software"?
: Sometimes a distinction is made between "Open Source Software" and "Free Software". "Open Source" is thought to emphasize the technical benefits of developing software with the source available for use with a set of guarantees. "Free Software" emphasizes the importance of the freedom to use, modify, and redistribute the software, and the societal benefits of those same guarantees. The foundation uses the name "Open Source" in its title and in some of its communications for clarity and simplicity's sake, but it considers both the social and technical aspects of Free and Open Source software important.

== Projects Joining the Foundation ==

; What software projects are currently part of the foundation?
: On its formation, the GDAL/OGR, GeoTools, GRASS, Mapbender, MapBuilder, MapGuide Open Source, MapServer and OSSIM projects declared their support, and joined as initial projects.

; What does a project need to do to join?
: Detailed rules for new projects to join the foundation have not yet been determined. Some tentative ideas on the [[Proposed Project Submission Process]] have been written up and are being refined prior to approval.

; So when can my project join?
: We anticipate it will be several months for the initial projects to complete the incubation phase, and for the foundation to be ready to consider additional projects.

; Do foundation projects need to sign over copyright to the foundation?
: No. Copyright to individual contributions in foundation projects is expected to remain with the original developer. The foundation will obtain rights to contributed project code by way of a contributor license agreement from the developer.

; Do project developers need to sign a legal agreement?
: Yes. The foundation is expecting to require project committers (and, in some situations, their employers) to sign a contributor agreement that ensures they are submitting code to their foundation project legally. The details of this agreement are still being worked out.

; Do foundation projects need to turn over project control to the foundation?
: No. The foundation is not interested in controlling foundation projects. However, foundation projects are expected to follow some foundation rules, mostly around the need to ensure that project code is not legally encumbered (''i.e.'', not stolen, or improperly contributed), and that appropriate controls are in place to ensure code is properly contributed. Some additional expectations may exist around projects operating in an open and accountable fashion, handling foundation provided-funding appropriately and not taking actions that will cause legal problems or negative goodwill for the foundation. The foundation also encourages, but does not require, projects to support foundation goals, such as implementing standards-based interoperability.

; Can my project operate as a ''benevolent dictatorship''?
: Detailed requirements for project administration have not yet been worked out, but it is anticipated that rules somewhat related to those for Apache will be followed. Projects should have a ''Project Steering Committee'' responsible for technical decisions and these committees should operate openly and with a consensus based approach. A benevolent dictatorship is not likely to be considered suitably open and consensus based.

; Do I have to use mandated source control / web system / bug system / mailing list from the foundation?
: No. Projects joining the foundation can continue to use their traditional source control system, web site system, bug tracker and mailing list software. However, the foundation does offer these infrastructural components, and encourages their use to provide a more consistent way for users and developers to interact with the different foundation projects.

; What is the role of CollabNet in the foundation?
: CollabNet has been contracted on behalf of the foundation to provide infrastructural support and manpower to facilitate building the foundation and its community. They have professional experience to offer at both a technical and social level in building similar open source efforts.

; Does the foundation mandate a particular license for software?
: The foundation only accepts projects that use [http://www.opensource.org/ OSI-certified] licenses for their software, and requires that projects stick to OSI-certified licenses. This includes common licenses such as MIT/X, BSD, GPL, and LGPL. The foundation encourages library projects to use the LGPL or a more permissive license (such as MIT/X or BSD) rather than the GPL so that the libraries can be reused by non-GPL projects, but does not require it. The foundation also discourages a proliferation of new and incompatible licenses.

; Does the foundation mandate a particular license for content other than software, such as geodata, educational materials, documentation, etc.?
: The foundation accepts non-software projects that use [http://creativecommons.org/ Creative Commons] or similar licenses for their public geodata, educational material, or promotional material. The foundation also discourages a proliferation of new and incompatible licenses.

== Participation ==

; What can I do to get involved?
: Visit the [http://osgeo.org/ OSGeo] web site. Join the main foundation ''discuss'' list. Check out the [[Volunteers Needed]]. You don't need to be a programmer.

; How can I contribute code?
: The governance model currently being formulated will define the legal and related issues concerning how code will be accepted into foundation software projects. Individual Project Steering Committees will determine the criteria for accepting contributions within this broader legal framework. In the meantime, you are encouraged to participate on the mailing lists for the foundation projects.

; Does the foundation need money?
: The foundation will be soliciting organizational sponsorships in the coming months. Once some organizational and financial details are worked out it will also be possible for individuals to make tax deductable (if in the USA) donations. However, contributions of time for commmittee work, development, documentation, testing, user support, and advocacy are the preferred form of contribution from individuals. Some countries have tax exempt organisations with similar goals to OSGeo that may be candidates for donations or that are willing to receive donations for OSGeo.

Corporate Contributor License Agreement (CCLA)

2006-02-23T00:40:54Z

Wiki-Rich steele:

[http://www.richsteele.org/osgeo/OSGEO_CorpCLA_draft_02-22-2006.odt Click here] for a formatted version of this agreement in open document format.

----

The Open Source Geospatial Foundation
www.osgeo.org

Corporate Contributor License Agreement ("Agreement") v1.0

Thank you for your interest in The Open Source Geospatial Foundation (the "Foundation"). In order to clarify the intellectual property license granted with Contributions from any person or entity, the Foundation must have a Contributor License Agreement (CLA) on file that has been signed by each Contributor, indicating agreement to the license terms below. This license is for your protection as a Contributor as well as the protection of the Foundation and its users; it does not change your rights to use your own Contributions for any other purpose.
This version of the Agreement allows an entity (the "Corporation") to submit Contributions to the Foundation, to authorize Contributions submitted by its designated employees to the Foundation, and to grant copyright and patent licenses thereto.
If you have not already done so, please complete and send an original signed Agreement to The Open Source Geospatial Foundation, [address]. If necessary, you may send it by facsimile to the Foundation at [fax]. Please read this document carefully before signing and keep a copy for your records.

Corporation name:
Corporation address:
Point of Contact:
Email:
Telephone:
Fax:

You accept and agree to the following terms and conditions for Your present and future Contributions submitted to the Foundation. In return, the Foundation shall not use Your Contributions in a way that is contrary to the public benefit or inconsistent with its nonprofit status and bylaws in effect at the time of the Contribution. Except for the license granted herein to the Foundation and recipients of software distributed by the Foundation, You reserve all right, title, and interest in and to Your Contributions.

1. Definitions.
"You" (or "Your") shall mean the copyright owner or legal entity authorized by the copyright owner that is making this Agreement with the Foundation. For legal entities, the entity making a Contribution and all other entities that control, are controlled by, or are under common control with that entity are considered to be a single Contributor. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.
"Contribution" shall mean the code, documentation or other original works of authorship expressly identified in Schedule B, as well as any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to the Foundation for inclusion in, or documentation of, any of the products owned or managed by the Foundation (the "Work"). For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Foundation or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Foundation for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution."

2. Grant of Copyright License. Subject to the terms and conditions of this Agreement, You hereby grant to the Foundation and to recipients of software distributed by the Foundation a perpetual, worldwide, non-exclusive, fully-pad, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Your Contributions and such derivative works.

3. Grant of Patent License. Subject to the terms and conditions of this Agreement, You hereby grant to the Foundation and to recipients of software distributed by the Foundation a perpetual, worldwide, non-exclusive, fully-paid, royalty-free, irrevocable (except as stated in this section) patent license to have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by You that are necessarily infringed by Your Contribution(s) alone or by combination of Your Contribution(s) with the Work to which such Contribution(s) were submitted, as such Work existed as of the date of your Contribution(s). This patent license shall not apply to any other combinations which include the Contribution(s). If any entity institutes patent litigation against You or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that your Contribution, or the Work to which you have contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this Agreement for that Contribution or Work shall terminate as of the date such litigation is filed.

4. You represent that You are legally entitled to grant the above license. You represent further that each employee of the Corporation designated on Schedule A below (or in a subsequent written modification to that Schedule) is authorized to submit Contributions on behalf of the Corporation.

5. You represent that each of Your Contributions is Your original creation (see section 7 for submissions on behalf of others).

6. You are not expected to provide support for Your Contributions, except to the extent You desire to provide support. You may provide support for free, for a fee, or not at all. Unless required by applicable law or agreed to in writing, You provide Your Contributions on an "AS IS" BASIS, 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.

7. Should You wish to submit work that is not Your original creation, You may submit it to the Foundation separately from any Contribution, identifying the complete details of its source and of any license or other restriction (including, but not limited to, related patents, trademarks, and license agreements) of which you are personally aware, and conspicuously marking the work as "Submitted on behalf of a third-party: [named here]".

8. It is your responsibility to notify the Foundation when any change is required to the list of designated employees authorized to submit Contributions on behalf of the Corporation, or to the Corporation's Point of Contact with the Foundation.

Please Sign: Date:

Title:
Corporation:

Schedule A
[Initial list of designated employees. NB: authorization is not tied to particular Contributions.]

Schedule B
[Identification of optional concurrent software grant. Would be left blank or omitted if there is no concurrent software grant.]

Individual Contributor License Agreement (CLA)

2006-02-23T00:26:45Z

Wiki-Rich steele:

[http://www.richsteele.org/osgeo/OSGEO_CLA_draft_02-22-2006.odt Click here] for a formatted version of this agreement in open document format.

----
The Open Source Geospatial Foundation
www.osgeo.org

Individual Contributor License Agreement ("Agreement") v1.0

Thank you for your interest in The Open Source Geospatial Foundation (the "Foundation"). In order to clarify the intellectual property license granted with Contributions from any person or entity, the Foundation must have a Contributor License Agreement ("CLA") on file that has been signed by each Contributor, indicating agreement to the license terms below. This license is for your protection as a Contributor as well as the protection of the Foundation and its users; it does not change your rights to use your own Contributions for any other purpose.
If you have not already done so, please complete and send an original signed Agreement to The Open Source Geospatial Foundation, [address]. If necessary, you may send it by facsimile to the Foundation at [fax]. Please read this document carefully before signing and keep a copy for your records.

Full name:
E-Mail:
Address:
Telephone:
Facsimile:
Country:

You accept and agree to the following terms and conditions for Your present and future Contributions submitted to the Foundation. In return, the Foundation shall not use Your Contributions in a way that is contrary to the public benefit or inconsistent with its nonprofit status and bylaws in effect at the time of the Contribution. Except for the license granted herein to the Foundation and recipients of software distributed by the Foundation, You reserve all right, title, and interest in and to Your Contributions.

1. Definitions.
"You" (or "Your") shall mean the copyright owner or legal entity authorized by the copyright owner that is making this Agreement with the Foundation. For legal entities, the entity making a Contribution and all other entities that control, are controlled by, or are under common control with that entity are considered to be a single Contributor. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.
"Contribution" shall mean any original work of authorship, including any modifications or additions to an existing work, that is intentionally submitted by You to the Foundation for inclusion in, or documentation of, any of the products owned or managed by the Foundation (the "Work"). For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Foundation or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Foundation for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by You as "Not a Contribution."

2. Grant of Copyright License. Subject to the terms and conditions of this Agreement, You hereby grant to the Foundation and to recipients of software distributed by the Foundation a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute Your Contributions and such derivative works.

3. Grant of Patent License. Subject to the terms and conditions of this Agreement, You hereby grant to the Foundation and to recipients of software distributed by the Foundation a perpetual, worldwide, non-exclusive, fully-paid, royalty-free, irrevocable (except as stated in this section) patent license to have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by You that are necessarily infringed by Your Contribution(s) alone or by combination of Your Contribution(s) with the Work to which such Contribution(s) were submitted, as such Work existed as of the date of your Contribution(s). This patent license shall not apply to any other combinations which include the Contribution(s). If any entity institutes patent litigation against You or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that your Contribution, or the Work to which you have contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this Agreement for that Contribution or Work shall terminate as of the date such litigation is filed.

4. You represent that you are legally entitled to grant the above license. If your employer(s) has rights to intellectual property that you create that includes your Contributions, you represent that you have received permission to make Contributions on behalf of that employer, that your employer has waived such rights for your Contributions to the Foundation, or that your employer has executed a separate Corporate CLA with the Foundation.

5. You represent that each of Your Contributions is Your original creation (see section 7 for submissions on behalf of others). You represent that Your Contribution submissions include complete details of any third-party license or other restriction (including, but not limited to, related patents and trademarks) of which you are personally aware and which are associated with any part of Your Contributions.

6. You are not expected to provide support for Your Contributions, except to the extent You desire to provide support. You may provide support for free, for a fee, or not at all. Unless required by applicable law or agreed to in writing, You provide Your Contributions on an "AS IS" BASIS, 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.

7. Should You wish to submit work that is not Your original creation, You may submit it to the Foundation separately from any Contribution, identifying the complete details of its source and of any license or other restriction (including, but not limited to, related patents, trademarks, and license agreements) of which you are personally aware, and conspicuously marking the work as "Submitted on behalf of a third-party: [named here]".

8. You agree to notify the Foundation of any facts or circumstances of which you become aware that would make these representations inaccurate in any respect.

Please Sign: Date:

Contributor Agreement

2006-02-22T23:49:26Z

Wiki-Rich steele:

* Proposed Form of [[Individual Contributor License Agreement (CLA)]]
* Proposed Form of [[Corporate Contributor License Agreement (CCLA)]]

Main Page

2006-02-21T00:24:05Z

Wiki-Rich steele: /* Current Proposals and Documents in Editing Process */

Main Page

2006-02-21T00:22:40Z

Wiki-Rich steele: /* Current Proposals and Documents in Editing Process */

User:Rich steele

2006-02-20T23:41:13Z

Wiki-Rich steele:

Rich Steele

contact info: rich.steele ^AT^ autodesk dot com

Main Page

2006-02-20T23:24:52Z

Wiki-Rich steele: /* Current Proposals and Documents in Editing Process */

Board Meeting 2006 02 17

2006-02-17T23:35:19Z

Wiki-Rich steele: /* Minutes */

Notes for board meeting to occur on Friday 17, 2006.

Meeting will take place by phone/skype (backed by irc on #osgeo on irc.freenode.net).

Meeting date/time can be planned with http://www.timeanddate.com/worldclock/meeting.html

== Agenda ==
* Agreement on a legal framework for the official corporation, setting up the company, etc. Discuss key bylaw provisions and approve a draft of bylaws for public review.
* Designate a president and treasurer for the foundation (required by law, but can be members of the board)
* Designate Rich Steele Secretary and Legal Counsel for the foundation.
* Setting up a bank account.
* Discuss timing of establishing PSCs for projects, including initial software grant from Autodesk.
* Discussion of Project Incubation.
* Discussion of intellectual property issues (see [[IP Issues Discussion Document]])
** OSGEO Trademark
** Outbound Licensing Policy
** In-bound licensing/contributions; form of contributor agreement for all OSGEO projects
* Insurance for board members.
* Review [[OSGEO Website Terms of Service]]
* Designate a "Web Site Committee" with a charter per [[Web Site Committee Motion]].

== Scheduled For ==
Start time http://www.timeanddate.com/worldclock/fixedtime.html?year=2006&month=2&day=17&hour=17&min=0&sec=0

== Minutes ==

(Posted by Frank Warmerdam to [http://logs.qgis.org/osgeo/%23osgeo.2006-02-17.log IRC])

(edited by Rich Steele 2/17/06)

Key items were:

* we would setup a simple set of bylaws soon, with the expection of revising them in a few months when we have a full board and some stuff has been agreed on. The issue is that we need bylaws in place to be able to take basic corporate actions. RichS to post for review a basic set of bylaws for interim board consideration/approval.
* Designated FrankW President, GaryL Treasurer, and Rich Steele Secretary.
* Discussed establishing a bank account for OSGeo. Tabled for now until the foundation has its bylaws and some more procedures in place to address how funds kept, spent, etc.
* Discussed establishing PSCs for projects, and incubation requirements. Established that all the initial projects would also go through a form of incubation.
** Board members are tasked with studying up on incubation processes at other open source organizations
** At next meeting, Board would establish a committee to develop and document the OSGeo incubation guidelines and exit criteria
** FrankW to lead effort to get volunteers to staff this committee.
* Discussion of IP issues. Main point of discussion involves contributor agreements and what these would look like.
** Rich will present a template contributors agreement, as well as links to other agreements for comparison purposes
** Also discussed trademark issues and the need for an "official" OSGeo Logo. It was resolved that the website committee would take up consideration of a logo contest (see for example what [http://lists.freebsd.org/mailman/htdig/freebsd-announce/2005-February/000981.html FreeBSD did]).
** Point of clarification on foundation short name. Board agreed it was "OSGeo" and not "OSGEO" :-)
* We approved the website terms of service.
* We approved the web site committee formation.

== Action Items ==

(Posted by Gary Lang who is happy to see that his guess was correct and that emacs' outliner characters is used as the correct syntax for the same thing in MediaWiki)

All

* Read Rich’s IP Issues Discussion Document, submit questions
* Submit PSC (Project Steering Committee) rules through Wiki to aggregate as a team. i.e. MapBender, GeoTools, MapGuide, etc.

Frank

* Spearhead Incubator Committee - 3 members should do this(volunteers), so far, Frank and Chris are members

Rich

* Submit drafts to Wiki for current BOD to review, comment/agree upon:
** By-Laws
** Contributor Agreements (& samples)
** Umbrella IP Policy
* Open bank account

IP Issues Discussion Document

2006-02-17T06:03:43Z

Wiki-Rich steele: /* High Level Intellectual Property Issues */

1. '''Background'''. OSGEO is to be an umbrella foundation for open source projects related to web mapping/geospatial software and data. The goal is to formalize the establishment of a legal entity that will act as the repository for a broad range of existing and future geospatial software projects. An important consideration is that although these projects occupy a common substantive area at a high level, each has its own unique history, different levels of maturity and community involvement, and licensing philosophy. This historical fact will inform and influence many of the decisions regarding IP licensing, code diligence and contribution policies, as well as project and foundation governance.

2. '''Naming/Branding'''. The foundation name will be “The Open Source Geospatial Foundation”, or “OSGEO” for short.

a. Trademark Registration. In order to commence protection of the mark, the foundation should begin affixing a “TM” on OSGEO whenever it is used as a brand. Registration of the OSGEO mark with the USPTO (and perhaps in other key jurisdictions) may be advisable if budget permits.

b. Logo. Similar to the Apache feather, the Debian swirl, the Gnome footprint, etc., the foundation can create a stylized OSGEO logo, and obtain trademark protection over the logo.

c. Trademark Policy. There was general consensus that establishing a “brand” for the foundation – a la Apache, Mozilla, Debian, Gnome – was desirable. However, there was reluctance to have a strict trademark policy that would require the foundation to play the “bad guy” and enforce the mark against small developers or users. Thus, the desire is for an extremely liberal usage policy. Rights could be broadly granted to those using or developing on foundation code, and reserve enforcement efforts against those passing non-foundation code off as “OSGEO brand” code. We could also create a special “OSGEO Associate/Friend” logo for use only by Associate Members/“Friends of the Foundation”.

d. Project name trademarks. It may be desirable as well to have the foundation act to protect the names of individual projects as well. Some names (MapBender) are stronger than others (MapServer) from a trademark perspective, so these would have to be evaluated on a case-by-case basis.

3. '''Outbound Licensing'''. The many projects being evaluated for OSGEO are offered under a broad spectrum of licenses. There are many MIT-licensed projects, a handful of LGPL projects, and a couple of GPL projects. Each project has its own reasons for choosing its particular license based on the philosophy of the main committers to those projects, or simply due to historical accident. Thus, there is a general consensus that OSGEO should not, and indeed cannot, require that all foundation-licensed code be offered under a single preferred license. Rather, projects would be able to select their own licenses, provided that every project must use a license that meets the open source definition and is certified by the Open Source Initiative.

a. License Compatibility. It is understood that if there is no single license requirement, then license compatibility will become an issue. The problem arises when you want to use more restrictive code in less restrictive codebases. Certain projects therefore may not be able to share existing code – for example, an MIT-licensed project would not be able to share GPL’d code. This is seen as unfortunate, but necessary to get projects to join (it is highly unlikely that we would ever get agreement on the use of one single “preferred” license). To get around the incompatibility issue, a broadly drafted contributor agreement would permit contributors to be cross-licensed to multiple projects. For example, a committer on a GPL-based project contributes code under the foundation’s standard contributor agreement. This agreement grants the foundation a broad license to distribute the code under an OSI-approved license. If the code is useful for other projects, it could be added to the source tree of another project and made part of that project under its own OSI license.

b. Relicensing. This raises the issue of relicensing. If there is no single preferred OSGEO license, should the foundation have right to relicense a project under a different license? Or should contributors be able to put strings on contributions such as “I hereby contribute this code to the foundation, but with a restriction that the foundation may distribute the code only under the [GPL] [MIT] [other favorite license]”. As discussed at the Chicago meeting, relicensing is often required for legitimate reasons (e.g., Apache 1.0 -> Apache 2.0, or Mozilla tri-licensing due to incompatibility), but there was a fear that relicensing could also be done for political reasons (i.e., a move from GPL to MIT, or vice versa, being the obvious flashpoints).

i. So the big issue for relicensing is: how do you structure contributions such that relicensing them for “legitimate” reasons isn’t made prohibitively difficult (i.e., have to track down every contributor to get their consent to relicense), yet at the same time ensure that a rogue foundation can’t relicense for “illegitimate” reasons.

ii. An effective compromise is to require that contributions to a project be made without licensing strings attached (i.e., under a broad contributor agreement), yet rely on a supermajority (or unanimous) vote of the board and/or the current project’s PSC members to approve a relicensing decision. This would eliminate the need to track down each and every current and former committer, but would ensure that there be an overarching consensus of the foundation board and current project stakeholders before a relicensing decision can be effected.

4. '''Inbound Contributions'''. There was universal concern among foundation members about a loss of control when code is “contributed” to the foundation. Thus, an IP policy that grants the foundation sufficient rights in code but preserves developers’ rights to contributions is strongly desired.

a. The right to fork provides ultimate control. The reality of open source is that the foundation can only “control” the project if the dedicated committers stay on board and drive the project forward. All open source licenses inherently grant the right to “fork” the project. If too much control is asserted by the foundation and the committers disagree with the direction, they can create a fork by taking the code and setting up shop elsewhere. While this is disfavored, it is the ultimate check on the system. Thus, the foundation governance structure should empower the individual project steering committees with directing the relevant project, rather than micromanagement by the foundation board. There is widespread agreement on this point.

b. Contributor Agreements. The other way to provide comfort that contributing developers retain rights in their contributions is to avoid the imposition of a requirement that copyright be assigned outright to the foundation. While copyright assignment is desirable for relicensing (the copyright owner can always change the terms of its outbound license) and for enforcement of the license (only the owner of a copyright can sue to enforce the copyright), almost everyone is opposed to this. For one thing, it may not be practical for some projects that would not be able to locate all contributors and have them agree to assign their copyright to the Foundation. Another approach is the one taken by Apache, which is to accept only a broad license (not a copyright assignment). The downside is that enforcing the copyright may be made more difficult because it would require joining all committers (the copyright holders) in an action to enforce the license. Of course for some licenses such as BSD or MIT which don’t really impose any substantive obligations on licensees, enforcement of the licenses is really a moot point. I would recommend the Apache approach of a broad license rather than a copyright assignment.

c. What Standards of Due Diligence Are Required to Accept Code Contributions? A closely related question is: what level of code “purity” should be required before an existing project can be admitted into the foundation? Apache has fairly stringent requirements: all committers to a project (and their employers, if applicable) must sign a contributor agreement and all code must be ASL-compatible. Eclipse is even more rigorous, requiring that committers make representations about the provenance of the code and the code is run through an auditing scan tool. The foundation assumes some legal risk if it accepts a project where the provenance of the code is not understood and all committers (known and unknown) haven’t granted the foundation the necessary rights. This is less of a problem for MapGuide Open Source (Autodesk is the sole copyright holder in the code), and may not be a problem for some projects with a known committer population like OGR/GDAL or PostGIS, but could be a problem for MapServer, and will likely be a problem for longer term projects like GRASS. If all contributors can’t be tracked down and proper contributor agreements obtained, the foundation board will need to assess the risk of IP claims before admitting such a project into the foundation.

d. What About Third Party Code Dependencies? Some projects have dependencies on third party code and include such code in their distributions. For example, suppose MapGuide Open Source, an OSGEO project, includes code from the imaginary “SuperFoo library project”, which is non-OSGEO open source code freely available for download on sourceforge and licensed under the MIT open source license. It is not practical to find the authors of SuperFoo and ask them to sign an OSGEO contributor license so that the code can be included in MapGuide Open Source. Instead, we would look at the terms of the MIT license and conclude that it is compatible with MapGuide’s LGPL license terms. The MapGuide distribution containing SuperFoo would need to reference the MIT-licensed code and comply with the terms of that license, but it would not be necessary to have contributor licenses on file from the SuperFoo authors. Of course it would be up to the relevant PSC to determine whether the inclusion of third party code in the OSGEO project was warranted. Anytime you include code “not invented here” you run a somewhat higher risk of IP issues, but of course this risk is often outweighed by the practicality of not having to invent a new SuperFoo when it already exists for free under favorable licensing terms.

Other Reading:
* [http://www.eclipse.org/org/documents/Eclipse%20IP%20Policy2003_12_03%20Final.pdf Eclipse IP Policy]
* [http://incubator.apache.org/incubation/Incubation_Policy.html/ Apache Incubation Policy]
* [http://www.mozilla.org/foundation/trademarks/policy.html Mozilla Trademark Policy]
* [http://www.debian.org/logos/ Debian Logo Use Policy]
* [http://rosenlaw.com/Rosen_Ch02.pdf Chapter 2 (Intellectual Property) of Larry Rosen’s Open Source Licensing book]. I would particularly direct your attention to the section entitled “Assigning Ownership”, which is instructive in the context of the OSGEO Contributor Agreement.

IP Issues Discussion Document

2006-02-17T06:03:24Z

Wiki-Rich steele:

=High Level Intellectual Property Issues=

1. '''Background'''. OSGEO is to be an umbrella foundation for open source projects related to web mapping/geospatial software and data. The goal is to formalize the establishment of a legal entity that will act as the repository for a broad range of existing and future geospatial software projects. An important consideration is that although these projects occupy a common substantive area at a high level, each has its own unique history, different levels of maturity and community involvement, and licensing philosophy. This historical fact will inform and influence many of the decisions regarding IP licensing, code diligence and contribution policies, as well as project and foundation governance.

2. '''Naming/Branding'''. The foundation name will be “The Open Source Geospatial Foundation”, or “OSGEO” for short.

a. Trademark Registration. In order to commence protection of the mark, the foundation should begin affixing a “TM” on OSGEO whenever it is used as a brand. Registration of the OSGEO mark with the USPTO (and perhaps in other key jurisdictions) may be advisable if budget permits.

b. Logo. Similar to the Apache feather, the Debian swirl, the Gnome footprint, etc., the foundation can create a stylized OSGEO logo, and obtain trademark protection over the logo.

c. Trademark Policy. There was general consensus that establishing a “brand” for the foundation – a la Apache, Mozilla, Debian, Gnome – was desirable. However, there was reluctance to have a strict trademark policy that would require the foundation to play the “bad guy” and enforce the mark against small developers or users. Thus, the desire is for an extremely liberal usage policy. Rights could be broadly granted to those using or developing on foundation code, and reserve enforcement efforts against those passing non-foundation code off as “OSGEO brand” code. We could also create a special “OSGEO Associate/Friend” logo for use only by Associate Members/“Friends of the Foundation”.

d. Project name trademarks. It may be desirable as well to have the foundation act to protect the names of individual projects as well. Some names (MapBender) are stronger than others (MapServer) from a trademark perspective, so these would have to be evaluated on a case-by-case basis.

3. '''Outbound Licensing'''. The many projects being evaluated for OSGEO are offered under a broad spectrum of licenses. There are many MIT-licensed projects, a handful of LGPL projects, and a couple of GPL projects. Each project has its own reasons for choosing its particular license based on the philosophy of the main committers to those projects, or simply due to historical accident. Thus, there is a general consensus that OSGEO should not, and indeed cannot, require that all foundation-licensed code be offered under a single preferred license. Rather, projects would be able to select their own licenses, provided that every project must use a license that meets the open source definition and is certified by the Open Source Initiative.

a. License Compatibility. It is understood that if there is no single license requirement, then license compatibility will become an issue. The problem arises when you want to use more restrictive code in less restrictive codebases. Certain projects therefore may not be able to share existing code – for example, an MIT-licensed project would not be able to share GPL’d code. This is seen as unfortunate, but necessary to get projects to join (it is highly unlikely that we would ever get agreement on the use of one single “preferred” license). To get around the incompatibility issue, a broadly drafted contributor agreement would permit contributors to be cross-licensed to multiple projects. For example, a committer on a GPL-based project contributes code under the foundation’s standard contributor agreement. This agreement grants the foundation a broad license to distribute the code under an OSI-approved license. If the code is useful for other projects, it could be added to the source tree of another project and made part of that project under its own OSI license.

b. Relicensing. This raises the issue of relicensing. If there is no single preferred OSGEO license, should the foundation have right to relicense a project under a different license? Or should contributors be able to put strings on contributions such as “I hereby contribute this code to the foundation, but with a restriction that the foundation may distribute the code only under the [GPL] [MIT] [other favorite license]”. As discussed at the Chicago meeting, relicensing is often required for legitimate reasons (e.g., Apache 1.0 -> Apache 2.0, or Mozilla tri-licensing due to incompatibility), but there was a fear that relicensing could also be done for political reasons (i.e., a move from GPL to MIT, or vice versa, being the obvious flashpoints).

i. So the big issue for relicensing is: how do you structure contributions such that relicensing them for “legitimate” reasons isn’t made prohibitively difficult (i.e., have to track down every contributor to get their consent to relicense), yet at the same time ensure that a rogue foundation can’t relicense for “illegitimate” reasons.

ii. An effective compromise is to require that contributions to a project be made without licensing strings attached (i.e., under a broad contributor agreement), yet rely on a supermajority (or unanimous) vote of the board and/or the current project’s PSC members to approve a relicensing decision. This would eliminate the need to track down each and every current and former committer, but would ensure that there be an overarching consensus of the foundation board and current project stakeholders before a relicensing decision can be effected.

4. '''Inbound Contributions'''. There was universal concern among foundation members about a loss of control when code is “contributed” to the foundation. Thus, an IP policy that grants the foundation sufficient rights in code but preserves developers’ rights to contributions is strongly desired.

a. The right to fork provides ultimate control. The reality of open source is that the foundation can only “control” the project if the dedicated committers stay on board and drive the project forward. All open source licenses inherently grant the right to “fork” the project. If too much control is asserted by the foundation and the committers disagree with the direction, they can create a fork by taking the code and setting up shop elsewhere. While this is disfavored, it is the ultimate check on the system. Thus, the foundation governance structure should empower the individual project steering committees with directing the relevant project, rather than micromanagement by the foundation board. There is widespread agreement on this point.

b. Contributor Agreements. The other way to provide comfort that contributing developers retain rights in their contributions is to avoid the imposition of a requirement that copyright be assigned outright to the foundation. While copyright assignment is desirable for relicensing (the copyright owner can always change the terms of its outbound license) and for enforcement of the license (only the owner of a copyright can sue to enforce the copyright), almost everyone is opposed to this. For one thing, it may not be practical for some projects that would not be able to locate all contributors and have them agree to assign their copyright to the Foundation. Another approach is the one taken by Apache, which is to accept only a broad license (not a copyright assignment). The downside is that enforcing the copyright may be made more difficult because it would require joining all committers (the copyright holders) in an action to enforce the license. Of course for some licenses such as BSD or MIT which don’t really impose any substantive obligations on licensees, enforcement of the licenses is really a moot point. I would recommend the Apache approach of a broad license rather than a copyright assignment.

c. What Standards of Due Diligence Are Required to Accept Code Contributions? A closely related question is: what level of code “purity” should be required before an existing project can be admitted into the foundation? Apache has fairly stringent requirements: all committers to a project (and their employers, if applicable) must sign a contributor agreement and all code must be ASL-compatible. Eclipse is even more rigorous, requiring that committers make representations about the provenance of the code and the code is run through an auditing scan tool. The foundation assumes some legal risk if it accepts a project where the provenance of the code is not understood and all committers (known and unknown) haven’t granted the foundation the necessary rights. This is less of a problem for MapGuide Open Source (Autodesk is the sole copyright holder in the code), and may not be a problem for some projects with a known committer population like OGR/GDAL or PostGIS, but could be a problem for MapServer, and will likely be a problem for longer term projects like GRASS. If all contributors can’t be tracked down and proper contributor agreements obtained, the foundation board will need to assess the risk of IP claims before admitting such a project into the foundation.

d. What About Third Party Code Dependencies? Some projects have dependencies on third party code and include such code in their distributions. For example, suppose MapGuide Open Source, an OSGEO project, includes code from the imaginary “SuperFoo library project”, which is non-OSGEO open source code freely available for download on sourceforge and licensed under the MIT open source license. It is not practical to find the authors of SuperFoo and ask them to sign an OSGEO contributor license so that the code can be included in MapGuide Open Source. Instead, we would look at the terms of the MIT license and conclude that it is compatible with MapGuide’s LGPL license terms. The MapGuide distribution containing SuperFoo would need to reference the MIT-licensed code and comply with the terms of that license, but it would not be necessary to have contributor licenses on file from the SuperFoo authors. Of course it would be up to the relevant PSC to determine whether the inclusion of third party code in the OSGEO project was warranted. Anytime you include code “not invented here” you run a somewhat higher risk of IP issues, but of course this risk is often outweighed by the practicality of not having to invent a new SuperFoo when it already exists for free under favorable licensing terms.

Other Reading:
* [http://www.eclipse.org/org/documents/Eclipse%20IP%20Policy2003_12_03%20Final.pdf Eclipse IP Policy]
* [http://incubator.apache.org/incubation/Incubation_Policy.html/ Apache Incubation Policy]
* [http://www.mozilla.org/foundation/trademarks/policy.html Mozilla Trademark Policy]
* [http://www.debian.org/logos/ Debian Logo Use Policy]
* [http://rosenlaw.com/Rosen_Ch02.pdf Chapter 2 (Intellectual Property) of Larry Rosen’s Open Source Licensing book]. I would particularly direct your attention to the section entitled “Assigning Ownership”, which is instructive in the context of the OSGEO Contributor Agreement.

Board Meeting 2006 02 17

2006-02-17T05:51:08Z

Wiki-Rich steele: /* Agenda */

Board Meeting 2006 02 17

2006-02-17T01:08:38Z

Wiki-Rich steele: /* Agenda */

Board Meeting 2006 02 17

2006-02-17T01:03:18Z

Wiki-Rich steele: /* Agenda */

OSGEO Website Terms of Service

2006-02-17T00:53:02Z

Wiki-Rich steele:

Terms of service

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CollabNet, Inc.
Legal Department
Attn: Copyright Agent
8000 Marina Blvd., Suite 600
Brisbane, CA 94005-1865 copyright@collab.net

9. Disclaimer of Warranties

THE SERVICE AND ALL SOFTWARE AND CONTENT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS FROM SITE PROVIDERS. SITE PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH REGARDS TO THE SERVICE, SOFTWARE OR CONTENT. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, SITE PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NONINFRINGMENT. YOU ASSUME THE ENTIRE RISK OF SELECTION AND USE OF THE SERVICE, SOFTWARE OR CONTENT AVAILABLE AT THE SITE. WITHOUT LIMITING THE FOREGOING, SITE PROVIDERS MAKE NO WARRANTY THAT (i) THE SERVICE, SOFTWARE OR CONTENT WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE, SOFTWARE OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, SOFTWARE OR CONTENT WILL BE ACCURATE OR RELIABLE, OR (iv) THE CONTENT OR INFORMATION AVAILABLE ON THE SITE IS COMPLETE, ACCURATE OR AVAILABLE. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM SITE PROVIDERS OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

The Site may provide links to other websites (collectively, "Third Party Website(s)"). Site Providers are not responsible for the availability of such other Third Party Websites and do not endorse and are not responsible or liable for any content, products or other materials available on such Third Party Websites. If You decide to access any of the Third Party Websites linked to the Site, You do so entirely at your own risk.

10. Limitation of Liability

SITE PROVIDERS AND THEIR RESPECTIVE SHAREHOLDERS, AFFILIATES, EMPLOYEES, AGENTS, SUCCESSORS, OFFICERS AND ASSIGNS SHALL NOT BE LIABLE FOR ANY LOSS, INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, LOST PROFITS OR GOODWILL, OR OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF YOUR USE OF THE SERVICE, SOFTWARE OR CONTENT, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS AND WHETHER OR NOT THEY HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST YOU. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH SITE PROVIDERS IN CONNECTION WITH THE SERVICE, SOFTWARE OR CONTENT IS TO CEASE YOUR USE THEREOF.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. Indemnity

You shall indemnify, defend, and hold harmless Site Providers and their respective shareholders, affiliates, employees, agents, successors, officers, and assigns, from any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that they may sustain or incur as a result of your use of the Service.

12. General Provisions

a) Governing Law, Jurisdiction and Venue
The Site (excluding any linked Third Party Sites) is controlled by CollabNet from its offices within the State of California, United States of America. The parties agree that the laws of the State of California, without regard to the conflicts of laws principles thereof, shall govern all matters relating to access to, or use of, the Site and the Service available through the Site. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods. The parties agree that any action brought by the parties to enforce or interpret any provision of the TOS shall be brought exclusively in an appropriate state court in San Mateo County or in the United States District Court for the Northern District of California in San Francisco. The parties hereby consent to such jurisdiction and waive any objection to such venue. Site Providers make no representation that the Site is appropriate or available for use in other locations, and accessing the Site from territories where its contents are illegal is prohibited. Those who choose to access the Site from other locations do so upon their own initiative and are responsible for compliance with local laws.

b) Severability / Waiver
Each provision of the TOS is severable; if any provision is declared void, illegal, or unenforceable, such provision shall be modified by the appropriate judicial body to the minimum extent necessary to render it valid, legal, and enforceable while effectuating insofar as possible the basic purposes of such provision. The remaining provisions shall remain in full force and effect. No delay, omission, or failure to exercise any right or remedy provided for in the TOS shall be deemed to be a waiver thereof or an acquiescence in the event giving rise to such remedy (but every such right or remedy may be exercised as the party exercising such right or remedy deems expedient).

c) Entire Agreement / Survival
The TOS constitute the entire agreement between Site Providers, on the one hand, and You, on the other, with respect to use of the Service and supersedes all prior agreements or previous discussions (written or oral) between the parties. The TOS have been written in the English language and, in the event of any conflict or inconsistency between the English-language version and any translation hereof, the English language version shall prevail. The TOS may be modified by Site Providers by giving You the opportunity to electronically review and agree to the new TOS. Site Providers also will post the new TOS on the Site in the same location the previous TOS was posted. Any provision in the TOS that may reasonably be interpreted as being intended by the parties to survive the termination or expiration of the TOS shall survive any such termination or expiration.

OSGEO Website Terms of Service

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Wiki-Rich steele:

Terms of service
IMPORTANT: BY ACCESSING, BROWSING OR USING THIS WEB SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
1. Description of Service
This website (the "Site") is a service provided by CollabNet, Inc. ("CollabNet") and the Open Source Geospatial Foundation (“OSGEO”), on the CollabNet® environment (the "CollabNet Software"). The CollabNet Software and the application services provided by the CollabNet Software (collectively, the "Service") is for the use of registered developers, employees and other users of the Site (each a “User” or “You”), but only for the purpose of work relating to the open source software development projects hosted on the Site. This Site also contains information, communications, documentation, images and other content (collectively, “Content”), as well as software other than the CollabNet Software (“Software”).
2. Grant of License to Service and CollabNet Software
Subject to the terms and conditions set forth in these Terms of Service ("TOS"), CollabNet, OSGEO and their affiliates and content suppliers (collectively, "Site Providers") grant You an individual, personal, non-exclusive, non-transferable, and revocable license to use the Service offered through the Site, including the CollabNet Software. The Site Providers may revoke your the license to the Service and CollabNet Software at any time. Any rights not expressly granted herein by Site Providers are reserved.
You acknowledge and agree that You will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the underlying source code or underlying ideas or algorithms of the CollabNet Software; (ii) modify, translate, or create derivative works based on the CollabNet Software; (iii) rent, lease, distribute, sell, resell or assign, or otherwise transfer rights to the CollabNet Software; or (iv) remove any proprietary notices in the CollabNet Software. You acknowledge and agree that the CollabNet Software includes the valuable proprietary and trade secret information and property of CollabNet or its licensors. Title, ownership rights and intellectual property rights, including but not limited to, copyright and patent rights in the CollabNet Software shall remain in CollabNet and/or its licensors. You acknowledge the ownership and intellectual property rights of CollabNet and will not take any action to jeopardize, limit or interfere in any manner with CollabNet's or its licensors' ownership of or rights with respect to the CollabNet Software. The CollabNet Software is protected by copyright law and other intellectual property laws and by international treaties.
3. Other Licenses
This Site contains other license(s) applicable to the Software and Content on this Site ("Other License(s)"). You agree to abide by the terms of any such Other License(s). In the event of any conflict between certain provisions of the Other License(s) and the TOS, the applicable provisions of the Other License(s) shall prevail.
a) Unless otherwise indicated with respect to particular Content, all Content on this site is made available under the Creative Commons Attribution-ShareAlike License. A summary of this license is available at the following web address: http://creativecommons.org/licenses/by-sa/2.5/. The complete terms of the license may be viewed at: http://creativecommons.org/licenses/by-sa/2.5/legalcode.

b) All Software is made available under a license certified by the Open Source Initiative (OSI). Please consult the license guidelines applicable to the relevant project to determine which OSI-certified license applies to the Software in question.
4. Contributions to this Site
You are responsible for the content of any comments, information, questions, data, computer code or programs, feedback, ideas, descriptions of processes or other information submitted through the Site by You, including its legality, reliability, appropriateness, originality, patent and copyright. You may only submit to the Site content that is (i) owned by You, (ii) submitted with the express written permission of the owner, or (iii) in the public domain. The Site Providers do not want to receive confidential information from you through this Site. ANY INFORMATION OR MATERIAL SENT TO THIS SITE WILL BE DEEMED NOT TO BE CONFIDENTIAL.
Your submissions of software that are contributions to open source software projects hosted on the Site shall be made only pursuant to a valid and effective Contributor Agreement used for the applicable development project and found elsewhere on this Site. In the absence of a Contributor Agreement, You agree that all software, information and other material including, without limitation, ideas, concepts, know-how and techniques, uploaded, submitted or otherwise made available to the Site Providers and/or other users of this Site, (collectively "Material") may be made available on this Site (at the Site Providers’ sole discretion) under the TOS and, if applicable, the Other Licenses. You grant (or warrant that the owner of such rights has expressly granted) the Site Providers and the users of this Site a worldwide, unrestricted, royalty free, fully paid up, irrevocable, perpetual, non-exclusive license to use, make, reproduce, prepare derivative works of, publicly display, publicly perform, transmit, sell, distribute, sublicense or otherwise transfer such Material, and/or derivative works thereof, and authorize third parties to do any, some or all of the foregoing including, but not limited to, sublicensing others to do any some or all of the foregoing indefinitely. You represent and warrant that to your knowledge, you have sufficient rights in the Materials to grant the foregoing rights and licenses.
5. Prohibited Conduct
You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, or abusive material, any unsolicited advertising or promotional materials, or any other material that could give rise to any civil or criminal liability under the law. You shall not upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or interfere with or disrupt the Site or servers or networks connected to the Site. You agree to comply with all applicable laws and regulations of the United States and foreign authorities.
Site Providers do not prescreen content that is posted to the Site; however, Site Providers reserve the right to remove any content that fails to meet the foregoing Use Policy and to revoke your account. Site Providers further reserve the right to investigate complaints or reported violations of this Use Policy, and to take any appropriate action, including, without limitation, reporting and providing information of any suspected unlawful activity to law enforcement officials, regulators, or other third parties, including disclosing any information necessary or appropriate to such person or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.
To comment on this Use Policy or to report material or conduct that You believe is inappropriate, please contact feedback@collab.net.
6. Registration Data and Privacy
Registration is required for you to use certain of the services provided on this Site. You must provide certain current, complete, and accurate information about yourself as prompted to do so by the registration form ("Registration Data"), and maintain and update such registration information as required to keep such information current, complete and accurate. You warrant that the Registration Data is accurate and current, and that You are authorized to provide such Registration Data. You authorize us to verify your Registration Data at any time. If any Registration Data that You provide is untrue, inaccurate, not current or incomplete, Site Providers retain the right, in their sole discretion, to suspend or terminate your rights to use the Service. You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your password or account. The Registration Data that You provide is subject to CollabNet's Privacy Policy.
7. Trademarks
All logos and trademarks contained on this Web site are and remain the property of their respective owners. No licenses or other rights in or to such logos and/or trademarks are granted to you. COLLABNET and the Powered by CollabNet logo are trademarks or registered trademarks of CollabNet, Inc. (the "CollabNet Marks") in the United States and other countries. You agree not to display or use the CollabNet Marks in any manner without CollabNet's prior written permission.
8. Notice and Procedure for Making Claims of Copyright Infringement
Site Providers are committed to respecting the intellectual property rights of others, and we ask You do the same. Site Providers may, in their sole discretion, terminate the accounts or access rights of users who violate the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement on our Site, please deliver the following information to Site Providers' Copyright Agent:
a) An electronic or physical signature of the person authorized to act on behalf of the copyright owner;
b) A description of the copyrighted work that You claim has been infringed;
c) A description of where the material that You claim is infringing is located on the Site;
d) Your address, telephone number and e-mail address so that we can contact you;
e) A statement by You that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
f) A statement by You, made under penalty of perjury, that the information in your notice to us is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Site Providers’ Copyright Agent
By mail: By email:
CollabNet, Inc.
Legal Department
Attn: Copyright Agent
8000 Marina Blvd., Suite 600
Brisbane, CA 94005-1865 copyright@collab.net

9. Disclaimer of Warranties
THE SERVICE AND ALL SOFTWARE AND CONTENT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS FROM SITE PROVIDERS. SITE PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH REGARDS TO THE SERVICE, SOFTWARE OR CONTENT. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, SITE PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NONINFRINGMENT. YOU ASSUME THE ENTIRE RISK OF SELECTION AND USE OF THE SERVICE, SOFTWARE OR CONTENT AVAILABLE AT THE SITE. WITHOUT LIMITING THE FOREGOING, SITE PROVIDERS MAKE NO WARRANTY THAT (i) THE SERVICE, SOFTWARE OR CONTENT WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE, SOFTWARE OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, SOFTWARE OR CONTENT WILL BE ACCURATE OR RELIABLE, OR (iv) THE CONTENT OR INFORMATION AVAILABLE ON THE SITE IS COMPLETE, ACCURATE OR AVAILABLE. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM SITE PROVIDERS OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
The Site may provide links to other websites (collectively, "Third Party Website(s)"). Site Providers are not responsible for the availability of such other Third Party Websites and do not endorse and are not responsible or liable for any content, products or other materials available on such Third Party Websites. If You decide to access any of the Third Party Websites linked to the Site, You do so entirely at your own risk.
10. Limitation of Liability
SITE PROVIDERS AND THEIR RESPECTIVE SHAREHOLDERS, AFFILIATES, EMPLOYEES, AGENTS, SUCCESSORS, OFFICERS AND ASSIGNS SHALL NOT BE LIABLE FOR ANY LOSS, INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, LOST PROFITS OR GOODWILL, OR OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF YOUR USE OF THE SERVICE, SOFTWARE OR CONTENT, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS AND WHETHER OR NOT THEY HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST YOU. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH SITE PROVIDERS IN CONNECTION WITH THE SERVICE, SOFTWARE OR CONTENT IS TO CEASE YOUR USE THEREOF.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
11. Indemnity
You shall indemnify, defend, and hold harmless Site Providers and their respective shareholders, affiliates, employees, agents, successors, officers, and assigns, from any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that they may sustain or incur as a result of your use of the Service.
12. General Provisions
a) Governing Law, Jurisdiction and Venue
The Site (excluding any linked Third Party Sites) is controlled by CollabNet from its offices within the State of California, United States of America. The parties agree that the laws of the State of California, without regard to the conflicts of laws principles thereof, shall govern all matters relating to access to, or use of, the Site and the Service available through the Site. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods. The parties agree that any action brought by the parties to enforce or interpret any provision of the TOS shall be brought exclusively in an appropriate state court in San Mateo County or in the United States District Court for the Northern District of California in San Francisco. The parties hereby consent to such jurisdiction and waive any objection to such venue. Site Providers make no representation that the Site is appropriate or available for use in other locations, and accessing the Site from territories where its contents are illegal is prohibited. Those who choose to access the Site from other locations do so upon their own initiative and are responsible for compliance with local laws.
b) Severability / Waiver
Each provision of the TOS is severable; if any provision is declared void, illegal, or unenforceable, such provision shall be modified by the appropriate judicial body to the minimum extent necessary to render it valid, legal, and enforceable while effectuating insofar as possible the basic purposes of such provision. The remaining provisions shall remain in full force and effect. No delay, omission, or failure to exercise any right or remedy provided for in the TOS shall be deemed to be a waiver thereof or an acquiescence in the event giving rise to such remedy (but every such right or remedy may be exercised as the party exercising such right or remedy deems expedient).
c) Entire Agreement / Survival
The TOS constitute the entire agreement between Site Providers, on the one hand, and You, on the other, with respect to use of the Service and supersedes all prior agreements or previous discussions (written or oral) between the parties. The TOS have been written in the English language and, in the event of any conflict or inconsistency between the English-language version and any translation hereof, the English language version shall prevail. The TOS may be modified by Site Providers by giving You the opportunity to electronically review and agree to the new TOS. Site Providers also will post the new TOS on the Site in the same location the previous TOS was posted. Any provision in the TOS that may reasonably be interpreted as being intended by the parties to survive the termination or expiration of the TOS shall survive any such termination or expiration.

Main Page

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