OSI Board Meeting Minutes, Wednesday, August 5, 2009

Quorum reached and meeting called to order at 08:10 am PT.

Attendees

Board Members

1. Mr. Michael Tiemann, President
2. Mr. Harshad Gune, Director
3. Mr. Andrew Oliver, Director
4. Ms. Alolita Sharma, Secretary

Guests and Observers

1. Mr. Bdale Garbee, Board Observer (on irc)
2. Mr. Zak Greant, Board Observer
3. Mr. Simon Phipps, Board Observer

Expected, but Not Present

1. Mr. Russell Nelson, Director
2. Mr. Rishab Aiyer Ghosh, Director
3. Ms. Nnenna Nwakanma, Director
4. Mr. Ernest Prabhakar, Board Observer
5. Mr. Mark Radcliffe, General Counsel
6. Mr. Merrill Freund (Schwartz Communications)

Sent Regrets

1. Mr. Ken Coar, Director
2. Ms. Danese Cooper, Treasurer
3. Mr. Martin Michlmayr, Director

Agenda

1. Approval of Minutes
2. Officer reports
3. Committee reports
4. Staff reports
5. Old business
6. New business

Detail

1. Approval of Minutes
   
   Please review June 10, 2009 minutes as edited for public posting.
   
   Motion to approve June 10, 2009 minutes as edited for public posting by Mr. Tiemann. Ms. Sharma seconded. Minutes reviewed by board and approved unanimously.
   
   Please review July 1, 2009 minutes as edited for public posting.
   
   Motion to approve July 1, 2009 minutes as edited for public posting by Mr. Tiemann. Mr. Oliver seconded. Minutes reviewed by board and approved unanimously.
   
   
2. Officer Reports
   
   President's Report:
   
   A quorum of the board was able to meet in Palo Alto prior to OSCON to make progress on a number of issues, including the issue that's been at the top of my todo list: trademarks. For me, this subject has spanned correspondence with the US PTO, the content of the trademark usage guidelines, the OSI logo and symbol (resurrected by Mr. Coar), the logo usage guidelines, and how we present all of this via the website. Thanks to major efforts by Mr. Radcliffe and his team at DLA piper, the guidelines from the Fedora project have been adapted to suit the OSI's purpose (as permitted by the Open Publication License v 1.0 an with the blessing of the Fedora Engineering Manager, Mr. Tom Callaway). With the help of Alolita Sharma, these documents have been convered to web format and are now available on our website. Hooray! I have also converted them to Open Office ODT format and PDF formats, for people who want "printable" copies. With that work behind us, we can now, finally give people a consistent set of guidelines for using our marks in a variety of contexts, sometimes with automatic permission, and sometimes requiring written permission from the OSI. Nevertheless, this is a major milestone. I will blog about this fact after the board meeting, but request that others also publicize this information among other constituencies.
   
   We identified a potential new source of funding for the OSI, and hopefully we were able to provide sufficient documentation in time to secure that funding. I will await the treasurer's report to see whether and when such funding is delivered to the OSI.
   
   I nominated Mr. Simon Phipps of Sun Microsystems to be a Board Observer. Mr. Phipps has long been engaged with the OSI in a number of topics, especially license proliferation and membership, and I believe that the Board will benefit at least as much as he will from his insights and observations as a Board Observer.
   
   Alas, not all news on the trademark front is positive: we did not meet a filing deadline and needed to file an extension for one of our marks. It is unfortunate that we could not muster the necessary focus to complete all of the trademark-related tasks while we were at OSCON in July. Moreover, while we intended to hold a public meeting at OSCON, a lack of proper planning and publicity for that meeting led us to cancel it. I believe this is further evidence that no matter how well-intentioned we are about conducting business at or near major conference events (so that we can take advantage of interactions with the general public), we fare much better when we do our business meetings well away from such events and venues.
   
   I will begin a heavy travel schedule that conflicts with the OSI board meeting schedule for both October (Tokyo) and November (Malaysia).
   
   General Counsel Report:
   
   No report by Mr. Radcliffe.
   
   Secretary's Report:
   
   Ms. Sharma reports that the May BOD meeting minutes have been posted on opensource.org. This ensures the website is current with all approved meeting minutes posted. The minutes for June and July meetings are pending board review. The face-to-face meeting minutes are currently being scrubbed for board review in the next meeting.
   
   Treasurer's Report:
   
   * Financial report (if any)
   
   * Non-profit filing status in California
   
   No report provided by Ms. Cooper.
   
   
3. Committee Reports
   
   Licensing Committee
   
   No report provided by Mr. Nelson.
   
   Membership Committee
   
   Mr. Oliver reports that he is waiting to sync up with Mr. Phipps and Mr. Berkus for the new membership proposal. Mr. Oliver will also send out the letter of thanks to the charter membership.
   
   
4. Staff Reports
   
   * IT Services
   o Wiki gardening done by Mr. Greant. Thanks Mr. Greant for making things easier!
   o Website updates done by Ms. Sharma for adding new board observer Mr. Phipps to annotated board page and updated bio and photo for Ms. Cooper. Ms. Sharma also updated the content for the trademarks page. Mr. Tiemann had a couple of questions about the navigation layout on opensource.org. Over time, the navigation has become inconsistent with priorities and projects of the OSI. The infrastructure committee will take a look at the current navigation and website and report back to the board with a suggested redesign.
   
   
5. Old Business
   
   * Payment of RimuHosting hosting fees (Mr. Greant)
   
   Mr. Oliver will extend payment to RimuHosting on behalf of OSI and will be reimbursed for the new server payment.
   
   
6. New Business
   
   * Review of OSI trademark and logo usage guidelines for public posting (Mr. Tiemann, Ms. Sharma)
   
   Mr. Tiemann reports that the board reviewed the trademark and logo usage guidelines with DLA Piper (see the President's report above). We do not have a PDF or OpenOffice version of the documents on the website but can use the HTML version as the final version. Ms. Sharma reports that all documents for trademark policy and logo usage guidelines including logo graphics are now available on opensource.org. Mr. Tiemann's initial work on the content as well as artwork greatly helped a smooth translation process for all HTML content.
   
   The URLs are:
   Trademarks of OSI: http://opensource.org/trademark
   Trademark Guidelines: http://opensource.org/trademark-guidelines
   Logo Usage Guidelines: http://opensource.org/logo-usage-guidelines
   
   * Education resources for trademark filing (Mr. Tiemann, Ms. Sharma)
   
   Mr. Tiemann reports that we need to post training material which is OSI related on the website.
   
   Ms. Sharma reports that during the face to face meetings in Palo Alto, it was decided to put together an educational resources section on opensource.org to support our trademark filing at the USPTO. A first draft of this content has been put together by Ms. Sharma but needs more input from other board members. Specifically, we must show our logo used in conjunction with specific educational initiatives. If you are running a specific educational initiative (such as teaching open source, consulting, etc.) in a way that represents the OSI, then use the mark, send Mr. Tiemann a link to that usage/offering, and we'll have the evidence we need for a Class 41 filing.
   
   Mr. Tiemann also reports that DLA Piper says that the pricing of international trademarking has come down. EU, JP - major countries can be covered for around $5K.
   
   * Announcement of committees (Mr. Tiemann)
   
   Mr. Tiemann reports the status of committees which were re-organized as per activity level at the Palo Alto face to face. The committees were discussed and approved at the face to face meetings in Palo Alto and now need to be made live on the website. We can make the committees be listed under the board (between board-annotated and minutes). Mr. Oliver suggests that we propose a redesign of the navigation by the infrastructure committee thereafter.
   
   * What is the proper way to announce "Special Meetings" per the bylaws? (Mr. Oliver)
   
   Was the OSCON face to face meeting in Palo Alto considered a special meeting? Mr. Oliver suggests that we comply with Section 10 of the by-laws of the OSI.
   
   * Open Source for America (OSA) and OSI (Mr. Oliver)
   
   Mr. Oliver raises the question as to when the board voted to join the OSA. Since the board has not voted one way or the other, Mr. Tiemann proposes the board vote on whether the OSI should join the OSA. Mr. Oliver proposes an amendment that the OSI evaluate every quarter whether the OSA is meeting the requirements of supporting of OSD. If there is an issue (such as the OSI board failing to conduct such a quarterly review or the OSA not meeting the requirements of the OSD), a 45-day notice is issued to the OSA by the OSI and thereby the OSI's participation is rescinded. Mr. Phipps wonders why active engagement is necessary for the OSI board to engage in. Mr. Tiemann clarifies that active participation and working on rectifying the problem actively is essential to defend the OSI's interests and that of defending open source.
   
   Mr. Tiemann motions that whereas the OSA has adopted the OSI's position that the only definition of open source software is such software that is covered by an OSI-approved license, that the OSI ratify that it is, as an organization, a member of OSA. Such membership will be reviewed on a quarterly basis to ensure that the OSA's platform and communications remain consistent with, and not incompatible with, the OSI's fundamental positions regarding open source and open source licensing. Should either the board fail to perform its quarterly review or should OSA take a position or make a communication that appears inconsistent with fundamental OSI positions, notice will be given that cure must be made within 45 days, else the OSI shall withdraw its membership from the OSA. Satisfaction with the cure shall be determined by majority board vote, and failing such vote, no cure shall be assumed. Ms. Sharma seconds the motion. The motion is passed unanimously.
   
   * Dial-in numbers for board communications (Mr. Tiemann)
   
   We may need a new conference call dial-in number. Does anybody have the ability to provide an alternative. Mr. Tiemann will check with Red Hat.
   
   * Review of MSFT discussion (Mr. Oliver)
   
   Ms. Sharma briefed the board on the MSFT discussion. Mr. Oliver added his feedback and a discussion ensued with various members of the board providing their viewpoints.
   
   * Open Edge vs. Open Core vs. Open Source discussion (led by Mr. Oliver)
   
   The Open Core and Open Edge nomenclature being employed by the proprietary software industry to create FUD as well as dilution of the definition of Open Source. Mr. Oliver raised issues surrounding this ongoing effort to redefine open source. The board discussed what strategies the OSI can employ to counter such dilution of nomenclature.
   
   * Open Source Company definition (Mr. Oliver)
   
   Mr. Oliver motions that the open source company definition be adopted by the OSI as a standard definition for an open source company. Mr. Tiemann seconds. The motion is passed unanimously.
   
   * opensource.com and Red Hat discussion (All)
   
   It seems that Red Hat may not be interested in transferring ownership of opensource.com to the OSI. A discussion about how the OSI can best work with Red Hat to ensure that the larger open source community is involved in an advisory capacity was discussed. The OSI also has the option of exercising the use of OSI trademarks and usage of the open source definition to ensure opensource.com hosts open source content and not Red Hat advertising for RHEL. Mr. Oliver will work further on putting a strategy paper for further discussion.
   
   * Dates for the upcoming OSI BOD meetings are set for September 2, October 14, and November 11.
   

Mr. Oliver motioned to adjourn the meeting. Mr. Tiemann seconded the motion.

Meeting Adjourned at 10:23 PDT.