20110707 AGM

Minutes of First Meeting of Board of Directors
of
Open Cloud Initiative

A California Nonprofit Public Benefit Corporation
 
The board of directors of Open Cloud Initiative held its first meeting on Thursday 7 July 2011 at San Mateo, California.
 
The following directors, constituting a quorum of the full board, were present at the meeting:
  • Marc Fleischmann
  • Shanley Kane
  • Samuel Johnston
  • Sam Ramji
  • John Mark Walker
There were absent:
  • Thomas Uhl 
On motion and by unanimous vote, Samuel Johnston was elected temporary chairperson and then presided over the meeting. Shanley Kane was elected temporary secretary of the meeting. On motion duly made by Samuel Johnston and seconded by Sam Ramji, it was unanimously
 
RESOLVED, that:
  • Rick Clark (absent)
  • Evan Prodromou
  • Noirin Shirley (absent)
  • Simon Wardley (absent) 
be appointed to the board of directors.
 
BYLAWS
There was then presented to the meeting for adoption a proposed set of bylaws of the corporation. The bylaws were considered and discussed and, on motion duly made by Samuel Johnston and seconded by Sam Ramji, it was unanimously
 
RESOLVED, that the bylaws presented to this meeting are adopted as the bylaws of the corporation.
 
RESOLVED FURTHER, that the secretary insert a copy of the bylaws in the corporate records book and see that a copy of the bylaws is kept at the corporation's principal office as required by law.
 
ELECTION OF OFFICERS
The chairperson then announced that the next item of business was the election of officers. Upon motion, the following persons were unanimously elected to the offices shown after their names: 
  • Samuel Johnston — President
  • John Mark Walker — Vice President
  • Shanley Kane — Secretary
  • Rick Clark — Treasurer
COMPENSATION OF OFFICERS
There followed a discussion concerning the compensation to be paid by the corporation to its officers. Upon motion duly made by Samuel Johnston and seconded by Sam Ramji, it was unanimously
 
RESOLVED, that no annual salaries be paid to the officers of this corporation.
 
PRINCIPAL OFFICE
After discussion as to the exact location of the corporation's principal office for the transaction of business in the county named in the bylaws, upon motion duly made by Samuel Johnston and seconded by John Mark Walker, it was
 
RESOLVED, that the principal office for the transaction of business of the corporation shall be at 100 Manzanita Ave., in San Carlos, California.
 
BANK ACCOUNT
Upon motion duly made by Samuel Johnston and seconded by Sam Ramji, it was 
 
RESOLVED, that the funds of this corporation shall be deposited with Wells Fargo.
 
RESOLVED FURTHER, that the treasurer of this corporation be and hereby is authorized and directed to establish an account with said bank and to deposit the funds of this corporation therein.
 
RESOLVED FURTHER, that any officer, employee, or agent of this corporation be and is authorized to endorse checks, drafts, or other evidences of indebtedness made payable to this corporation, but only for the purpose of deposit.
 
RESOLVED FURTHER, that all checks, drafts, and other instruments obligating this corporation to pay money shall be signed on behalf of this corporation by any two of the following:
  • Samuel Johnston
  • John Mark Walker
  • Rick Clark
RESOLVED FURTHER, that said bank be and hereby is authorized to honor and pay all checks and drafts of this corporation signed as provided herein.
 
RESOLVED FURTHER, that the authority hereby conferred shall remain in force until revoked by the board of directors of this corporation and until written notice of such revocation shall have been received by said bank.
 
RESOLVED FURTHER, that the secretary of this corporation be and hereby is authorized to certify as to the continuing authority of these resolutions, the persons authorized to sign on behalf of this corporation, and the adoption of said bank's standard form of resolution, provided that said form does not vary materially from the terms of the foregoing resolutions.
 
Since there was no further business to come before the meeting, on motion duly made and seconded, the meeting was adjourned.
 
Dated: 7 July 2011
 
 
 
____________________
Shanley Kane, Secretary