Utilika Foundation

Minutes, 2009


Contents and Synopsis

2009/05/18: Special meeting of Board. Officers authorized to conduct banking transactions.

2009/06/08: Special meeting of Board. President authorized to hire consultant.


2009/05/18

Special Meeting

00. A special meeting of the Board took place on 2009/05/18. The purpose of the meeting was to authorize officers to conduct banking transactions. The participating directors were: Jonathan Pool, Director A; Emily Bender, Director B; Christine Evans, Director C; William Lewis, Director D.

01. In accord with section 4.6 of the Bylaws, the President assumed the presidency of the meeting and appointed himself to act as the secretary of the meeting.

02. The President proposed and the Board adopted the following resolution:

The Board adopts the following resolution with respect to the foundation (the Organization) and any financial institution at which it may maintain a banking relationship (the Bank):

It is resolved that the officers now or subsequently holding the positions named below are individually authorized in the name of and on behalf of the Organization, to:

This authority may be exercised at such time and on such terms as the Organization’s designated representatives believe proper. This authority will remain in effect until the Bank receives written notice of revocation at the Office where the Organization’s banking relationship is maintained.


I certify the correctness of the foregoing actions of the Board on 2009/05/18.



Jonathan Pool
Director

2009/06/08

Special Meeting

00. A special meeting of the Board took place on 2009/06/08. The purpose of the meeting was to authorize the President to hire a consultant. The participating directors were: Jonathan Pool, Director A; Emily Bender, Director B; Christine Evans, Director C; William Lewis, Director D.

01. In accord with section 4.6 of the Bylaws, the President assumed the presidency of the meeting and appointed himself to act as the secretary of the meeting.

02. The President reported on the implementation of the foundation’s current strategy, adopted by the directors in Action 2008/09/23-02, “to dedicate the remaining foundation assets mainly to the continued expansion and enhancement of TransGraph, its conversion into a stable interactive public resource, and its management and promotion.” He said that the implementation had made progress, but that this progress had created a need for some professional help. The database had become large enough (more than 12 million lexemes) to create computational complexity problems, and the growing coverage of the resource had brought it close enough to realistic usability to require expert consultation on API design, human-computation management, marketing, intellectual property, and other strategic and tactical issues. As a next step, he proposed that the foundation hire Quinn Weaver of PostgreSQL Experts, Inc., for an initial review, and recommendations for the further development, of the project, with an emphasis on the design and performance of its database. Weaver had said he found the project interesting and had agreed to charge the foundation, as a nonprofit client, a discounted rate of $100.00 per hour. The contract would provide for a maximum of 20 hours of consulting, with a total cost therefore not to exceed $2,000.00. The President reported that Weaver was available to begin consulting immediately and would involve others in the firm as necessary. For further information the President referred the Board to the following documents:

The Board approved this proposal.


I certify the correctness of the foregoing actions of the Board on 2009/06/08.



Jonathan Pool
Director


I certify that the Board of Utilika Foundation took the actions described in the foregoing Minutes.



Jonathan Pool
President

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