This is a history of company matters of the OpenFOAM Foundation from its incorporation in the USA on 5 August 2011 to the present day, including its relocation to the UK on 25 April 2014. It covers events such as company incorporations and appointment of officers.
5 Aug 2011: OpenFOAM Foundation (US) incorporated in Delaware, USA
OpenFOAM Foundation was incorporated as a non-stock corporation in Delaware USA with “specific objectives and purposes … to promote and manage the free, open source distribution of the OpenFOAM software” (Bylaws, Article II and Certificate of Incorporation, Article III). The initial Directors appointed were: Henry Weller, Mark Barrenechea, Christopher Greenshields and Praveen Mandal (Bylaws, Article III). Weller and Barrenechea held the positions of “Required” Directors which prevents their removal from the Board.
8 Aug 2011: OpenCFD IP Agreement with OpenFOAM Foundation and Sale to Silicon Graphics
The Board of Directors of OpenCFD Ltd (“Company”) approved “the Company’s entry into an Intellectual Property Agreement with the OpenFOAM Foundation in relation to the transfer of copyright of the OpenFOAM source code and rights to the domain name OpenFOAM.org” and “the transfer of the entire issued share capital of the Company to Silicon Graphics World Trade BV [SGI].” The Intellectual Property Agreement assigned the copyright of OpenFOAM (including documentation), granted a licence to use the trademark OPENFOAM and transferred the domain name openfoam.org, to the OpenFOAM Foundation.
In other words, the sale of OpenCFD to Silicon Graphics — and inevitably the sale price — was conditional on the transfer of OpenFOAM to the OpenFOAM Foundation to become the organisation to manage its distribution as free, open source software.
9 Aug 2012: Change of Officers
Mark Barrenechea resigned as Required Director and his designated successor, Jorge Titinger, was appointed Required Director.
11 Sep 2012: Change of Officers
Jorge Titinger resigned as Required Director and his designated successor, Cristel de Rouvray , was appointed Required Director. Praveen Mandal resigned as Director and Michael Salari was appointed Director as his replacement. Christopher Greenshields was appointed Chairman of the Board.
24 Oct 2013: Agreement to relocate the OpenFOAM Foundation from US to UK
The Board of Directors agreed to transfer the assets, and migrate the functions, of the OpenFOAM Foundation to a UK entity. They initiated the process of incorporating the new UK entity.
25 Apr 2014: The OpenFOAM Foundation Ltd incorporated in England and Wales
The OpenFOAM Foundation Limited was incorporated as a company limited by guarantee in England and Wales “… to manage, develop and
make available the source code for the software known as OpenFOAM for the benefit of the members of the Company and the wider public.” (Articles of Association, section 2). The officials appointed at incorporation were:
- Henry Weller, Ex-officio Member and Director
- Christopher Greenshields, Contributing Member and Director
- Cristel de Rouvray, Founder Member and Director
6 May 2014: Asset Transfer Agreement to The OpenFOAM Foundation Ltd (UK)
18 Dec 2014: OpenFOAM Foundation (US) dissolved
The relocation of the OpenFOAM Foundation from the US to the UK is completed in full through the dissolution of OpenFOAM Foundation (US) on 18 December 2014.