OSI Board Meeting Minutes, July 15, 2005

Minutes July 15, 2005 OSI Board Meeting

Attendees:

• Mr. Michael Tiemann, President and Director
• Ms. Danese Cooper, Secretary, Treasurer, and Director
• Mr. Joi Ito, Director
• Mr. Russ Nelson, Director
• Mr. Eric Raymond, Observer
• Ms. Laura Majerus, Director of Legal Affairs
• Mr. Mark Radcliffe, General Counsel

Meeting called to order and quorum counted at 11:00 EDT (8:00am PDT).

Acceptance of Previous Minutes: passed by general assent

Agenda:

1) License Proliferation (Ms. Majerus):
Public Mail list set up. Current Members:

• Ms. Majerus, Mr. Nelson, Mr. Raymond

Invitations Ms. Majerus plans to send today:
-Ms. Mitchell Baker of Mozilla Foundation, "a couple of people from License-Discuss", Ms. Dianne Peters from OSDL

Others Who Have Expressed Interest but Not sure:
-Volunteers from IBM, Eclipse

Will post subscribe notice to License-Discuss
Have done some research into popularity of existing licenses
Plan to tell all members of committee that they can't vote in favor of their own license

• Mr. Nelson will prepare a list of licenses which are derivative of MPL
• Mr. Nelson prepare a list of licenses which have similar inheritance characteristics

Discussion:
Concerned about lack of apparent progress. Mr. Raymond and Mr. Nelson have counted licenses we've refused; also Intel's offer to deprecate their own license was positive. Concern that each vanity license holder wants their license not to be "deprecated" and some of them are willing to pursue transition to a template license, but in their own timeframe.

Mr. Radcliffe feels OSI has been too passive on this issue. There are a lot of license models that don't fit the overall plan. He thinks we should write templates and push them, with "ownership" in some neutral stewardship (Creative Commons or OSI). Ms. Cooper points out Mr. Larry Rosen (former General Counsel and Secretary of OSI) tried this with OSL/AFL.

Mr. Ito says there are a number of countries coming up online seeking to set up Creative Commons, FSF and others. Suggesting that we create a "starter kit" to set up OSI affiliates, offering licenses that can become compatible and are non-proliferant, etc. They should promise to merge with their neighbors to extent that is possible. Perhaps we should up the ante in what we think open source is...identify premium licenses we are actively promoting and make people show themselves as actively proliferant.

Mr. Tiemann thinks we should use OSCON to state the nature of the problem of untangling the knot of license proliferation.

Problem restatement:
-Combinations of licenses makes integrators crazy

Deferred to Tuesday, 7/[email protected] 6:00am-8:00am PDT

2) Budget
Ms. Cooper created a strawman budget from categories Apache uses.

3) Discussion of OSI's public positioning--settled vs. unsettled topics

4) Re-constitution of committees

The board was concerned that it would be improper to pass both an ammendment to the bylaws and, simultaneously, the creation of a number of sub-committees using said amendment. We therefore split out (and revised) the committee resolutions as follows. No vote was taken.

Proposed Resolutions:

Resolution R1: Licence Proliferation Committee.

WHEREAS, the Board of Directors deems it to be in the best
interests of the Corporation and consistent with the
Corporation's purpose to establish a Project charged with
examining the issue of Open Source licence proliferation
and providing recommendations to the Board concerning it,
NOW, THEREFORE, BE IT RESOLVED, that a Project, to be known
as the "OSI Licence Proliferation Project", and a Project
Management Committee (PMC) to govern it, to be known as the
"OSI Licence Proliferation PMC", be and hereby are
established pursuant to Bylaws of the Corporation; and be it
further
RESOLVED, that the OSI Licence Proliferation PMC be and
hereby is responsible for considering and discussing the matters
of Open Source licence proliferation, its impact on OSI and the
industry, and considering means of lessening such impact; and
be it further
RESOLVED, that the office of "Vice President, OSI Licence
Proliferation" be and hereby is created, the person holding
such office to serve at the direction of the Board of Directors
as the chair of the OSI Licence Proliferation PMC, and to have
primary responsibility for management of the projects within
the scope of responsibility of the OSI Licence Proliferation
PMC; and be it further
RESOLVED, that the persons listed immediately below be and
hereby are appointed to serve as the initial members of the
OSI Licence Proliferation PMC:

Laura Majerus
Russell Nelson
Eric S Raymond
Rishab Ghosh (observer)
Sanjiva Weerawarana (observer)
Dianne Peters
McCoy Smith
Cliff Schmidt

NOW, THEREFORE, BE IT FURTHER RESOLVED, that Laura Majerus be
and hereby is appointed to the office of Vice President, OSI
Licence Proliferation to serve in accordance with and
subject to the direction of the Board of Directors and the Bylaws
of the Corporation until death, resignation, retirement, removal or
disqualification, or until a successor is appointed.

Resolution R2: Licence Approval Committee.

WHEREAS, the Board of Directors deems it to be in the best
interests of the Corporation and consistent with the
Corporation's purpose to establish a Project charged with
examining licences for compliance with the Open Source Definition (OSD)
and providing recommendations to the Board concerning them,
NOW, THEREFORE, BE IT RESOLVED, that a Project, to be known
as the "OSI Licence Approval Project", and a Project
Management Committee (PMC) to govern it, to be known as the
"OSI Licence Approval PMC", be and hereby are established
pursuant to Bylaws of the Corporation; and be it further
RESOLVED, that the OSI Licence Approval PMC be and hereby
is responsible for considering and discussing the matters
of OSD licence compliance, and be it further
RESOLVED, that the office of "Vice President, OSI Licence
Approval" be and hereby is created, the person holding
such office to serve at the direction of the Board of Directors
as the chair of the OSI Licence Approval PMC, and to have
primary responsibility for management of the projects within
the scope of responsibility of the OSI Licence Approval
PMC; and be it further
RESOLVED, that the persons listed immediately below be and
hereby are appointed to serve as the initial members of the
OSI Licence Approval PMC:

Russell Nelson
Michael Tiemann
Danese Cooper
Eric S Raymond
Laura Majerus

NOW, THEREFORE, BE IT FURTHER RESOLVED, that Russell Nelson be
and hereby is appointed to the office of Vice President, OSI
Licence Approval to serve in accordance with and
subject to the direction of the Board of Directors and the Bylaws
of the Corporation until death, resignation, retirement, removal or
disqualification, or until a successor is appointed.

Resolution R3: Membership Committee.

WHEREAS, the Board of Directors deems it to be in the best
interests of the Corporation and consistent with the
Corporation's purpose to establish a Project charged with
examining the issue of transforming the Open Source Initiative
to a membership-based organisation and providing recommendations
to the Board concerning it,
NOW, THEREFORE, BE IT RESOLVED, that a Project, to be known
as the "OSI Membership Project", and a Project Management
Committee (PMC) to govern it, to be known as the
"OSI Membership PMC", be and hereby are established pursuant
to Bylaws of the Corporation; and be it further
RESOLVED, that the OSI Membership PMC be and hereby is responsible
for considering and discussing the issue of transforming the
Open Source Initiative to a membership-based organisation, and
be it further
RESOLVED, that the office of "Vice President, OSI Membership"
be and hereby is created, the person holding such office to
serve at the direction of the Board of Directors as the chair
of the OSI Membership PMC, and to have primary responsibility
for management of the projects within the scope of responsibility
of the OSI Membership PMC; and be it further
RESOLVED, that the persons listed immediately below be and
hereby are appointed to serve as the initial members of the
OSI Membership PMC:

Ken Coar
Danese Cooper
Sanjiva Weerawarana
Michael Tiemann
Bruno Souza
Joi Ito
Steve Mallett (observer)
Michael Wechner
Andy C Oliver
Sam Ruby
Costin Manolache

NOW, THEREFORE, BE IT FURTHER RESOLVED, that Ken Coar be
and hereby is appointed to the office of Vice President, OSI
Membership to serve in accordance with and
subject to the direction of the Board of Directors and the Bylaws
of the Corporation until death, resignation, retirement, removal or
disqualification, or until a successor is appointed.

Resolution R4: Open Standards Committee.

WHEREAS, the Board of Directors deems it to be in the best
interests of the Corporation and consistent with the
Corporation's purpose to establish a Project charged with
examining the issue of the application of standards to
Open Source development efforts, and providing recommendations
to the Board concerning it,
NOW, THEREFORE, BE IT RESOLVED, that a Project, to be known
as the "OSI Open Standards Project", and a Project Management
Committee (PMC) to govern it, to be known as the "OSI Open Standards
PMC", be and hereby are established pursuant to Bylaws of the
Corporation; and be it further
RESOLVED, that the OSI Open Standards PMC be and hereby is responsible
for considering and discussing the matters of standards as used and/or
implemented by Open Source projects, intellectual property encumbrances
entailed thereby, and the possibility of creating a document defining
the criteria for labelling a standard as an 'OSI Open Standard' as a
companion to the Open Source Definition; and be it further
RESOLVED, that the office of "Vice President, OSI Open Standards"
be and hereby is created, the person holding such office to serve
at the direction of the Board of Directors as the chair of the OSI
Open Standards PMC, and to have primary responsibility for management
of the projects within the scope of responsibility of the OSI Open
Standards PMC; and be it further
RESOLVED, that the persons listed immediately below be and
hereby are appointed to serve as the initial members of the
OSI Open Standards PMC:

Michael Tiemann
Sanjiva Weerawarana
Bruno Souza
Rishab Ghosh
Chris DiBona (observer)

NOW, THEREFORE, BE IT FURTHER RESOLVED, that Michael Tiemann be
and hereby is appointed to the office of Vice President, OSI
Open Standards to serve in accordance with and
subject to the direction of the Board of Directors and the Bylaws
of the Corporation until death, resignation, retirement, removal or
disqualification, or until a successor is appointed.

The meeting was adjoured at 1:00PM EDT (10:00AM PDT).