Minutes:2012 Sep ConfCall

Agenda

1. Old business

• 2011 December BoD meeting minutes

New business

1. Approval of changes to O|B|F Bylaws

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Minutes

Venue: held by WebEx conference with audio bridge through phone (donated by BioTeam), scheduled for Sep 11, 2012, 11.30am EDT (15:30 UTC)

Attending:

• Directors: Hilmar Lapp, Nomi Harris, Chris Dagdigian, Jason Stajich, Peter Cock
• Guests: Scott Markel

Minutes:

Hilmar called meeting to order at 11:38am EDT.

Old business:

• Hilmar moves to approve Dec 11 meeting minutes. Motion approved with unanimous consent.

New business:

i. Approval of changes to O|B|F Bylaws.

• This is the first change of the O|B|F Bylaws since their initial enactment in 2004.
• Aside from from cosmetic corrections and removal of stipulations that have since expired, they address important changes necessary to reflect the termination of our own incorporation status with our impending associated project status with the SPI.
• Hilmar asks whether there are any further questions or concerns that should be discussed prior to proceeding to vote on approving the changes.
  • Unfortunately, Github was experiencing major technical problems at the time of the Board meeting, and so the changes could not be inspected at this moment. However, they have been produced with active participation of and agreement of most Board members.
  • Chris D., Nomi, and Peter endorse the changes, and have participated in creating them.
• Hilmar moves to proceed to vote on approving the changes. Motion accepted with unanimous consent.
  • The vote was conducted as electronic ballot.
  • Result: 5 out of 5 votes “For” approving the changes.
  • The changes to the bylaws are therefore unanimously approved, and become effective immediately.
• Hilmar informs the Board that the SPI will discuss the OBF application for SPI-associated project status at the next SPI Board meeting, scheduled for Sep 13 at 20:00 UTC. The meeting is held on IRC and public, and Hilmar encourages everyone on the Board to join the meeting.
• Hilmar also relates to the Board one concern expressed by Jimmy Kaplowitz of the SPI Board about the member liability shield in O|B|F Bylaws Article I, Item 6. Kaplowitz suggests that SPI’s liability shield may not offer this protection for liabilities that the OBF incurs when acting as OBF rather than as an SPI agent.
  • This may need further consideration and discussion by legal counsel, one of the services that SPI has access to.
  • It is not considered a hold-up, neither on the SPI side nor on the OBF side.

Hilmar moves to adjourn the meeting. Motion accepted with unanimous consent. Meeting adjourns at 11:54am EDT.