OpenMPE Board of Directors Meeting Minutes

26 Feb 2004

Present: Birket Foster, Ken Sletten, Mark Klein, Paul Edwards, John Wolff
Absent: Ted Ashton, Donna Garverick, Ron Horner, Christian Lheureux

2004-02-26-01 Bylaws	There was concern that the Board needed to have more control over individual Directors discretion with respect to violating agreements entered into and approved by Board vote, particularly as relating to Non-Disclosure Agreements or Confidential Disclosure Agreements. This seemed essential in order to conduct business with Hewlett-Packard. To this end, a Motion was made by Director Wolff and Seconded by Director Foster to amend the OpenMPE Bylaws to add a new paragraph to Article IV, Section 7 and to create a new Section 12 under Article IV. Following discussion, a vote of the Directors present was taken and the amendments to the Bylaws were approved and adopted as follows: New paragraph added to Article IV, Section 7: Any Director may be proposed for removal without special notice and can be found to be in violation of the provisions in Section 12 of Article IV, by adoption of a resolution with an affirmative vote of a majority of the Directors present at any regular or special meeting of the Board of Directors; any Director who is the subject of said resolution shall be given an opportunity to be heard prior to voting and will then abstain from casting a vote on the resolution; a Director found to be in violation of Section 12 will then be considered immediately removed from the Board of Directors and officially notified of said removal by the Secretary of the Corporation by mail, facsimile, or electronic mail. New Section 12 under Article IV: SECTION 12. Additional Director and Candidate Requirements: In addition to the requirements set forth in Section 2 of Article IV, each candidate for election to the Board of Directors, or any person elected or appointed to the Board of Directors, as provided in Section 4 of Article IV, shall agree to, sign and submit the following to the Secretary of the Corporation in advance of said candidate being eligible for election or service on the Board of Directors of the Corporation: (1) An Agreement to consent to and abide by all Bylaws and past and future resolutions voted upon and ratified by the Board of Directors; to adhere to, follow and comply with all past and future Agreements and Obligations entered into on behalf of the Corporation by the Board of Directors. (2) Any Non-Disclosure Agreement(s) or Confidential Disclosure Agreement(s) then binding upon the Board of Directors, the members thereof, and/or the Corporation. (3) An Agreement to be bound by and sign any future Non-Disclosure Agreement(s), Confidential Disclosure Agreement(s) or other Agreements adopted as a requirement of the Corporations Board of Directors, by the Board of Directors. (for: Foster, Klein, Edwards, Wolff; against: Sletten)
2004-02-26-02 Meet W/ HP	After general discussion it was agreed to try and meet with Hewlett-Packard (HP) via conference call to discuss further their roadmap and schedule for MPE Thursday, March 4, 2004 at 9:00AM PST was selected as the best time for the majority of Directors to meet with HP. Director Foster was to arrange for the meeting with HP. Following the HP conference call there will be a regular meeting of the OpenMPE Board of Directors at 10:00AM PST.
2004-02-26-03 Elections	Director Sletten needed to leave the meeting for another business appointment, a quorum was no longer present and no further official business was taken up. The meeting was adjourned after a general discussion about the upcoming election for Directors in March.
Minutes	Prev 22 Jan 2004 Next 04 Mar 2004

Unless otherwise noted, all resolutions were carried by the unanimous vote of all members present.
Minutes ratified 04 Mar 2004