OSI Board Meeting Minutes, Wednesday, May 5, 2010

Quorum

Quorum reached and meeting called to order at 08:02 am PDT.

Attendees

Board Members

1. Mr. Michael Tiemann, President
2. Ms. Danese Cooper, Treasurer
3. Mr. Harshad Gune, Director (on IRC)
4. Dr. Fabio Kon, Director (left at 9:35 am PDT)
5. Dr. Martin Michlmayr, Director
6. Mr. Andrew Oliver, Asst. Treasurer
7. Mr. Simon Phipps, Director
8. Ms. Alolita Sharma, Secretary
9. Dr. Tony Wasserman, Director

Guests and Observers

1. Mr. Ken Coar, Board Observer
2. Ms. Nnenna Nwakanma, Board Observer (joined at 8:15 am)

Expected, but Not Present

None.

Sent Regrets

1. Mr. Mark Radcliffe, General Counsel
2. Mr. Russell Nelson, Director

Agenda

1. Minutes Review and Approval
2. Officer Reports
3. Committee Reports
4. Old Business
5. New Business
6. Motions for Consideration by Board
7. Next Board Meeting

Minutes Review and Approval

Please review the following minutes as edited for public posting.

April 21, 2010 - Monthly board meeting minutes

Mr. Tiemann moved that the board approve the minutes. Ms. Cooper seconded. Minutes approved by general consent. Mr. Oliver voted nay as he objected to the level of 'washing' the board continues to go about before publishing the minutes.

Officer Reports

President's Report:

Mr. Tiemann reports: a thank you, an apology, and you're welcome.

First, a thank you to the Board for electing me again as President; it will again be my honor to serve the Board and the broader Open Source community in that role for another year.

Second, an apology for being mostly absent from many of the OSI discussions for the past several weeks. As you all know by now, the reason for my absence was due to a court case in US Federal Court which named my employer, Red Hat, as a defendant. The case, known as IP Innovation vs. Red Hat, was seen as a very significant case in the legal community for many reasons, some of which are now being explained at Groklaw.net. I knew well before trial that my words against software patents would be used against me as prosecutors attempted to characterize me as un-American and a scofflaw. I chose to stand by my record rather than adding to it, which is one reason I have not blogged as frequently as I normally do. Without much new material to criticize, I was cross-examined on the GPL version 2, a license that I had a hand in creating. And I was proud to teach the court and the jury that the word "free" in the GPL referred to freedom, not price, a very important distinction.

Happily, the East Texas jury found in Red Hat's favor (and in co-defendant Novell's favor, too) on all 23 questions put forward by the presiding judge, Justice Randall R. Rader. These findings not only exonerated Red Hat and Novell, but invalidated three patents originally issued to Xerox in the 1990s. The opening statement of the plaintiff's closing argument was something like "Ladies and Gentlemen of the jury, this case is about the fundamental conflict between open source software and American private property rights..." The defense argued differently, and when all the testimony and argumentation is analyzed I believe the case really showed that open source software is not anti-property rights, but depends on strong property rights while also delivering what the US Constitution held as a very high moral aim: to promote the progress of science and the useful arts.

With a resounding victory for Red Hat and Novell and a strong validation of open source software as an innovative and valuable business model, I look forward to more public engagement and promotion of open source and the OSI in the coming year.

Secretary's Report:

Ms. Sharma would like to thank the Board for electing her for a second term as Secretary and looks forward to serving the OSI this coming year.

Ms. Sharma also reports:

• The following minutes have to be reviewed by the Board for approval.
  * April 21, 2010 - Meeting minutes for April 2010 board meeting which included OSI Officers election for next year (April 1, 2010 to March 31, 2011).
• The following approved minutes have been posted on opensource.org.
  * March 7, 2010 - Meeting minutes for OSI Annual Elections

Treasurer's Report:

Ms. Cooper reports:

Taxes and Corporate Status:

-No change since last month

Funds:

Bank balance:
-No change since last report
-We still expect a check from a large donor.
-We expect reimbursements from tax authorities and our former accountants

Change of Banking Institution:

-We need to change our banking arrangements due to new service charges put in effect by Silicon Valley Bank. Research has indicated that Bank of the West (a full-service, fully FDIC-insured institution) will not apply service charges so long as we maintain a $4,000 balance. I would like to propose that we make this change.

Expected Expenditures:

-I have received one additional expense report for the Raleigh F2F. Last day to file expense reports for Raleigh is May 30th.
-SSL Cert Renewal? Ms. Sharma said we don't need to renew this certificate.
-Russ travel to OSCON costs estimate
-OpenWorld Forum budget estimate

Mail:

-Last month (up to 30th April) we received no additional pieces of mail

General Counsel's Report:

No report submitted to the Board.

Committee Reports

License Committee (Mr. Nelson)

No report submitted to the Board.

Membership-Governance Committee (Mr. Oliver)

Nothing new to report since two weeks ago (last board meeting).

Ms. Sharma asked the membership committee if it could complete a draft to present to the board by next month's meeting. Mr. Phipps reported that he's been busy so he would like to get some volunteers to make progress. Mr. Oliver offered to take a crack at completing the membership draft. Dr. Wasserman and Ms. Sharma offered to be available to work with and review Mr. Oliver's draft. Mr. Tiemann would like to see a summary of the membership program highlights to the board in the next meeting. Mr. Oliver will let the board know via email when the next draft will be available for review.

Education Committee (Ms. Sharma)

Ms. Sharma reports -

Ms. Sharma has been working with Red Hat's team to jointly organize a Professors Open Source Experience (POSSE) camp in Silicon Valley. The venue has been finalized and the week-long program has been announced on teachingopensource.org as well as other open source community and linux user group mailing lists. The program will be held from July 5-9, 2010. The focus of this camp will be on getting the participants go through the process of contributing code to an open source project as well as to learn collaborative tools and techniques unique to the open source development process. This camp will be the first of its kind in the San Francisco Bay Area which focuses on computer science teachers interested in participating in open source development projects.

Ms. Sharma also worked with Dr. Tony Wasserman to map out OSI education goals and possible projects engaging with universities on research topics in open source. Ms. Sharma thanks Mr. Tiemann for providing valuable feedback on future OSI education initiatives.

Mr. Tiemann would like to try the same model in law - for law students and professors. He will coordinate with Ms. Sharma to draft an execution plan for such a program leveraging input from OSI's legal advisory board also.

IT Infrastructure Committee (Ms. Sharma)

Ms. Sharma reports -

Opensource.org has been holding steady in terms of usability. However there are some serious issues in Drupal that need to be addressed. Ms. Sharma and Mr. Michlmayr have been following-up with Mr. Monks to get a timeframe on getting these fixes but no response. Both our webmasters - Steve Mallet and Robin Monks have been unable to provide any kind of meaningful support so Mr. Michlmayr is looking at the outstanding issues and will coordinate with Mr. Behlendorf for any support on the server level.

Communications Committee (Dr. Michlmayr)

Dr. Michlmayr reports -

The OSI Board responded to all enquiries and questions addressed to it since the last Board meeting, although the response time could have been better in some cases (response time varied from less than a day up to about a week). The news section on opensource.org was continuously populated with fresh news.

Old Business

OSI at OWF (Discussion)

Dr. Wasserman mentioned that there are two areas of participation for the OSI at OWF:
1. Co-sponsoring some sub-event at the conference.
2. Having a face-to-face meeting around the conference.

Mr. Tiemann asked the board to weigh the benefits of being at OWF in person vs. not meeting at all. The board could use online alternatives to meet virtually since funding may be a problem.

Dr. Kon suggested that the board organize an OSI specific session (~1-2 hours) at OWF.

Dr. Wasserman suggested we do a membership launch meeting at OWF. Ms. Nwakanma pointed out that there was a similar effort made at FOSDEM but the effort was not structured enough to get a membership program launched. Ms. Cooper would like to see more communication to get the membership effort to the next step. Mr. Tiemann mentioned that we should have the membership proposal presented and ratified by the board in June in order to be ready to launch a program at OWF.

Action Item: Mr. Tiemann proposes that for those members who want to participate at OWF, a plan of participation should be prepared by them to present at the June board meeting. He wants each member to take the responsibility for each activity at the conference.

OSI response to patent assertions against open source (Discussion)

The board discussed the Turbo Hercules case. Mr. Oliver would like the OSI to make a general statement on the matter. Ms. Cooper reminded that the OSI has for many years attempted to be newsworthy and that strategy has been somewhat successful. It might be wise for OSI to just make a statement on the issue of no software patents. Mr. Tiemann mentioned he supports Mr. Phipps in the OSI standing for "something". Mr. Phipps thinks a position statement on patent shakedowns would be appropriate. However in this case, the OSI is being asked support one side of the litigation which may not be the best position for the OSI. Mr. Phipps would like the OSI's position to be an EFF-worthy, reflective statement and not a piece of FSF like vitriol. He would also like to have the OSI's position be reviewed by the general counsel. Dr. Wasserman pointed out that while all board members may have individual opinions and separate OSI positions, there may be situations where the two don't match. Mr. Tiemann said some positions may be supporting platforms which the board supports on behalf of open source (e.g. IIPA). And then there are other situations e.g. this case where the board doesn't agree on a particular position.

Report from FSFE Legal Workshop (Mr Phipps)

Mr. Phipps reports that he represented the OSI as well as his own opinions at the FSFE legal workshop. It was an useful meeting to discuss various positions in the European legal network. It will also be useful for the OSI to prepare an opinion statement and discussion this as a board. The FSF will be issuing a position statement. Mr. Phipps recommends that the OSI continue to participate in the FSFE legal meetings.

Election of Committee Chairs for Next Year (April 1, 2010 - March 31, 2011):

What is the process for election of committee chairs for next year. Should the chairs be elected in the next board meeting.

OSI's committees are listed below in alphabetical order. Also, please refer to http://www.opensource.org/committees for more details.

• Communications Committee (Chair: Martin Michlmayr)
• Education Committee (Chair: Alolita Sharma)
• Fundraising Committee (Chair: Michael Tiemann)
• Governance Committee (Chair: Andrew C. Oliver)
• Infrastructure Committee (Chair: Alolita Sharma)
• Legal Affairs Committee (Chair: Danese Cooper)
• License Review Committee (Chair: Russell Nelson)
• Policy and Economic Development Committee (Chair: Michael Tiemann)
• New Projects / Outreach Committee (Chair: Alolita Sharma)

Mr. Tiemann proposed that the next two weeks be used as an "open period" for nominating committee chairs. This will give various board members interested in specific areas to recommend their choices and then lobby for their respective choices.

Mr. Tiemann moved that the next two weeks (May 5-19) be used to nominate possible committee chairs. At the next board meeting, the election of committee chairs will be held. Ms. Sharma seconds. Motion passed unanimously.

Retirement of Obsolete Roles: Vice President for Membership (currently held by Mr. Coar)

Mr. Tiemann moves that the OSI retire the role for vice president of membership since it has been superannuated by the membership-governance committee. Ms. Sharma seconds. Motion passed by general consent.

New Business

• OSI Expenses in 2008 information request (Mr. Michlmayr, Ms. Cooper)

Mr. Michlmayr has discussed this request with Ms. Cooper and is satisfied with the treasurer's response.

• Mr. Tiemann invited by Japan government (IPA) to address their think tank session in June (5th-12th).

Motions for consideration by the board

Mr. Tiemann proposes we consider adopting the following code of conduct for the OSI Board (inspired by the GNOME Foundation's treatment of the same topic):

Preamble
We all want the best for the OSI. In this journey, we the Board of Directors are all team mates. Remember, it was your decision to become a member of the Board of Directors.
You are expected to work actively and pro-actively as a member of the Board. We all know you are a volunteer, and we also know there is life outside OSI. For different reasons, duties in your work, college/university, family, etc. there will be periods of time where you will be busy and/or you will not be able to accomplish your role as a Board member either as much as you would like or as much as is needed. However, this should be the exception, not the rule.
Responsiveness expectations
* You should attend Board meetings regularly. Meetings are only held for just 2 hours each month. If you will not be able to attend, let the Board know in advance and report the state of your duties and actions beforehand. If you are really busy, at least let people know.
* Do not block tasks. Projects need to move forward. If you feel you will not be able to accomplish a task by the deadline, keep the Board informed and/or ask for help.
* If you are an officer (president, secretary or treasurer), you are expected to do the duties associated with the role and be prepared to provide relevant information when needed, especially delivering a report at every meeting.
* You should follow the discussions you start on behalf of the Board of Directors on the OSI mailing lists to guide/moderate them and to avoid flame wars.
* You are expected to also work with others in the community, to delegate and/or lead tasks and follow up on them.
* You should answer your (Board/OSI official) emails promptly.
* You should voice your opinion in each discussion, and vote promptly when necessary.
* Answering emails, voicing your opinion and voting promptly, are necessary but not sufficient for the work expected as Director. You should take actions and be proactive. If you hesitate about what you can do, you must ask. The board members are willing to help you.
* A sign of poor behavior is when a decision is stalled for missing votes and when a wider opinion is solicited and only two or three members reply on time.
* Remember, one month without communication is a long time in terms of the Board of Directors.

Actions
* If you find yourself not having enough time to even follow the emails of the Board mailing list, apologizing too much due to a lack of your availability, missing more than 2 consecutive meetings, or missing more than 4 non-consecutive meetings; then you should seriously consider resigning.
* If for any reason the lack of communication between you and the Board of Directors delays actions or blocks tasks, then you will be sent an email politely asking about your status.
* Later, if you do not reply, then you will receive another email asking about your status and stating that the next email will cause an agenda discussion at the next Board meeting about this.
* The Board will wait 2 weeks for an answer since the last attempt to get in touch with you. If there is no response, then the Board will assume you are resigning. The Board of Directors will confirm the decision at the next Board meeting, and the public minutes of the meeting will explain the situation and the reasons for the new vacancy.

Disclosures
* Board members must not disclose any information discussed on a private mailing list unless there is a consensus that it will not cause problems or controversy for the OSI and that it can be disclosed.
* Private mailing lists are private in order to allow people to express freely and to receive and share information which under different circumstances would not be given. The Board members must guarantee the privacy of issues discussed there.
* The disclosure of private communications is not acceptable unless there is agreement from all people and institutions involved.

Actions
* If you disclose any private discussion or part of it as described above you may be asked to resign. You will have the chance to apologize publicly and explain your resignation. However, if a breach is accidental and the information disclosed is not particularly serious, then the board may opt for just an apology.
* If you do not reply promptly and accordingly, the Board of Directors will discuss and vote on your resignation at the next Board meeting, and the public minutes of the meeting will explain the situation and the reasons for the new vacancy.

Mr. Tiemann moved that the above code of conduct be adopted for facilitating active participation by OSI board members. Dr. Wasserman seconded. Motion passes by general consent.

Next Board Meeting

The next OSI BOD meeting is scheduled for Wednesday, June 2, 2010 at 8AM PDT / 11AM EDT / 3PM GMT.

Mr. Tiemann moved that the meeting be adjourned. Meeting Adjourned at 09:50 AM PDT.