OSI Board Meeting Minutes, Wednesday, August 10, 2011

Quorum

Quorum reached and meeting called to order at 15:04 UTC.

Attendees

Board Members

1. Mr. Michael Tiemann, President
2. Mr. Karl Fogel, Director
3. Mr. Harshad Gune, Director (on IRC)
4. Mr. Jim Jagielski, Director
5. Mr. Fabio Kon, Director (until 16:05 UTC)
6. Mr. Martin Michlmayr, Secretary
7. Mr. Andrew Oliver, Asst. Treasurer
8. Mr. Simon Phipps, Director
9. Ms. Alolita Sharma, Treasurer
10. Mr. Tony Wasserman, Director

Guests and Observers

1. Ms. Danese Cooper, Board Observer (joined at 15:11 UTC)
2. Mr. Mark Radcliffe, General Counsel

Expected, but Not Present

1. Mr. Ken Coar, Board Observer
2. Mr. Michael Godwin, Director
3. Mr. Russell Nelson, Board Observer
4. Ms. Nnenna Nwakanma, Board Observer

Sent Regrets

None.

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. Action items
8. Next Board Meeting

Minutes Review and Approval

The Board reviewed the minutes of the July meeting. Mr. Jagielski moved that the Board approve the minutes. Ms. Sharma seconded. Minutes approved by general consent.

Officer Reports

President's Report (Mr. Tiemann)

No report submitted.

Secretary's Report (Mr. Michlmayr)

Mr. Michlmayr reports:

• The following minutes have to be reviewed by the Board for approval:
  • July 13, 2011
• The following approved minutes have been posted to opensource.org:
  • June 8, 2011
• The bylaws approved in the July meeting have been posted to opensource.org.

Treasurer's Report (Ms. Sharma)

Ms. Sharma provided details on OSI finances which included bank balances, funds inflow, outflow and expected expenses as of the end of June 2011.

Mr. Tiemann thanked Ms. Alolita for producing the Treasurer Reports and remarked that it would be great to put together an annual operating budget. A budget projection would show the constraints and opportunities with regards to sponsoring additional projects and efforts.

Mr. Michlmayr asked whether the income via PayPal were donations or t-shirt sales. Mr. Michlmayr noted that Mr. Oliver needs access to PayPal so he is informed about t-shirt sales. Ms. Sharma agreed to share the PayPal password with Mr. Oliver (for t-shirt fulfilment) and the President and Secretary.

Mr. Phipps asked what happened to the fees owed to the government and how large the liability is. Ms. Sharma noted that there has been no progress. The government still has to get back to us regarding the last two years but they have refunded everything else (see the June report). Ms. Cooper added that the fees are roughly 1500 USD. Mr. Phipps asked for this liability to be shown in the Treasurer Report until it is resolved.

General Counsel's Report (Mr. Radcliffe)

Mr. Radcliffe posted a modified copy of the bylaws to the Board mailing list. There was some confusion as to which version had been use as the basis for this copy of the bylaws. Mr. Radcliffe explained that the confusion around the bylaws exists because before he was General Counsel we used to have bylaws and then we published some amendments but the amendments were not incorporated into the bylaws. The source of the problems is therefore that there's no single integrated set of bylaws. Mr. Phipps noted that the Board approved a set of bylaws at the last Board meeting that incorporated all changes that the Board was able to identify by consensus. Mr. Radcliffe agreed to take these bylaws (as published on the OSI web site) as the base line and propose some changes.

Committee Reports

(Listed in alphabetical order)

Education Committee (Mr. Kon)

Mr. Kon is working on proposal for a panel on Open Source Education for OSS'2011.

Mr. Wasserman intends to talk to Roberto di Cosmo at Open World Forum to discuss a possible collaboration since Mr. di Cosmo is doing a lot of work around open source education in France.

License Committee (Mr. Fogel)

The biggest upcoming item right now are Python licenses. Mr. Fogel has scheduled phone calls next week with Van Lindberg of PSF, and Jilayne Lovejoy, Tom Incorvia of SPDX, mainly to resolve license naming issues, but that's somewhat connected to content issues too in the case of the proposed PSF licenses. See http://projects.opensource.org/redmine/issues/3, which has links to email threads describing the situation in excruciating detail.

Mr. Fogel made some FAQ additions and anchorizations (but not complete yet). A larger FAQ reorganization is in the works, see http://projects.opensource.org/redmine/issues/10 and http://projects.opensource.org/redmine/issues/16.

Mr. Fogel made some minor fixes to some license pages and to the FAQ; thanks to Martin Michlmayr for jumping on some of the license page issues.

Mr. Fogel gave an update on license deprecations: he explicitly deprecated OSL-1.0, see http://projects.opensource.org/redmine/issues/11. There is an overview of remaining deprecations at http://projects.opensource.org/redmine/issues/4.

Mr. Fogel is making an effort to always answer FAQs by pointing to an FAQ, and creating a new anchor when necessary. Once FAQ reorganization and anchorability effort is complete, Mr. Fogel will post to license-discuss about this, encouraging others to handle common questions the same way.

Mr. Fogel asked whether the license lists are affected by Friday's list move and Mr. Oliver confirmed that they are. Mr Fogel asked whether the mailing list archives would be transfered but Mr. Oliver said that there has been no work on importing the archives yet.

Finally, Mr. Fogel noted that all licensing issues are tracked at http://projects.opensource.org/redmine/projects/licensing/issues

Legal Affairs Committee (Mr. Godwin)

No report submitted.

Membership-Governance Committee (Mr. Phipps)

Mr. Phipps discussed potential affiliate schemes at the Foundations Meeting at OSCON, to general approval.

Mr. Tiemann asked whether there have been any meetings of the governance committee recently. Mr. Phipps noted that there has been open discussion on the mailing list that resulted in comments that were incorporated. However, participation from the mailing list is fairly low at the moment.

Policy and Economic Development Committee (Mr. Tiemann)

Mr. Tiemann tried to contact Carlo Daffara but his message was rejected due to blacklisting. Mr. Michlmayr offered to forward the message since he successfully exchanged email with Mr. Daffara in the past.

Administrative Committees

Communications Committee (Mr. Phipps)

Mr. Phipps noted that there has been no traffic on the Communications list.

IT Infrastructure Committee (Mr. Oliver)

Mr. Oliver reminded everyone that the mailing lists would change to OSI's server on Friday. He asked everyone responsible for a mailing list to inform all users.

New Projects / Outreach Committee (Ms. Sharma)

Ms. Sharma had some good conversations at OSCON with a number of open source projects about the upcoming membership changes. They are interested in joining once we have a membership program.

Old Business

Next face-to-face meeting

Based on the Doodle poll, Mr. Michlmayr suggested three possible dates. The Board discussed the dates and agreed on November 12-13. Mr. Fogel made the motion to hold the next face-to-face meeting from November 11 at 6pm to November 13 at 4pm in San Francisco. Ms. Sharma seconded. Motion approved by general consent.

Ms. Sharma will check availability of the Wikimedia Foundation facilities for this date and reserve a hotel block. Mr. Radcliffe also offered the DLA Piper facilities in San Francisco.

Review of action items

• Mr. Tiemann: contact Carlo Daffara regarding Policy and Economic Development Committee. Carlo has migrated his work to http://www.osbr.ca/ojs/index.php/osbr/article/view/535/493 which offers an OSS directory he has put together. Coordinated with other OSSCC efforts, the OSI could point to that as a general resource.
• Mr. Michlmayr: publish bylaws on the web site. DONE.
• Mr. Sharma: check availability of WMF facility from September-November. Ms. Sharma will have an answer by next week.
• Ms. Sharma: obtain copy of 2010 tax returns and post to board. Pending.
• Mr. Godwin: talk to Mr. Tiemann about the role of the Legal Affairs Committee. Pending.
• Ms. Sharma and Mr. Jagielski: create an outreach plan. This will happen at the next face-to-face meeting.

New Business

OSI Affiliate Scheme for Open Source Non-Profits

Mr. Phipps is seeking approval from the Board of the OSI Affiliate Scheme. He would like to approach initial affiliates, such as Apache, in order to test the current Affiliate Scheme and make further modifications before officially adopting the Affiliate Scheme.

Mr. Radcliffe asked how we are planning to implement the change. In order to change to a membership organization, we have to change our bylaws. It seems that Mr. Phipps is following a framework to evolve into a membership organization instead of changing to a membership organization immediately.

Mr. Phipps confirmed that this was his plan. Mr. Phipps added that we are not changing our bylaws until we have verified that this scheme works. We will test out this scheme with some prospective affiliates and run the spring election like this. If the process works, the Board will change the bylaws to actually make these organizations formal members. However, we won't change the bylaws until we know that the process works.

Mr. Radcliffe agreed with this approach. He wondered whether it would make sense to offer MOUs to these organizations in case they want a formal agreement. Mr. Phipps agreed that we can make an MOU to establish a binding relationship in lieu of changing the bylaws.

Mr. Phipps made the following motion. Mr. Radcliffe seconded. Motion approved by general consent.

Mr. Phipps added that the next step is to work on a text to allow other organizations such as open source centers for competence or OSU-OSL (which is not a legal entity) to join as affiliates. Mr. Wasserman remarked that his group at CMU is in a similar position to OSU-OSL.

Full text of the motion:

"RESOLVED that the following text be used as the scheme description for recruiting potential affiliate organisations to join OSI, with the text subject to further review in the light of that experience prior to final adoption.

OSI Affiliate Scheme for Open Source Non-Profits

This scheme is intended to permit bona fides open source non-profit organisations to affiliate with OSI. The benefits of doing so include:

• Expression of identification with the Mission of OSI
• Engagement in the OSI Governance process
• Potential collaboration with other Affiliates using OSI as a venue

Qualification

Affiliates are qualified for inclusion in Affiliate Groups as "OSI Non-Profit Affiliates" when they meet the requirements for affiliation:

• They are an entity whose articles of incorporation, mission statement or bylaws express an alignment of purpose with OSI.
• They are a legally-recognised non-profit entity outside the control of another entity
• To the satisfaction of the OSI Board and at their sole discretion, they demonstrate
• they have been in existence for over 6 months,
• they have sound governance including a diverse board,
• they practice support of the principles of open source,
• they will optionally make appropriate financial donations to OSI, in addition to other possible participation
• They apply to the Board for Affiliation using the Board's preferred procedure

Affiliate Status

Once accepted:

• Affiliates are subject to a probationary period of one quarter
• At least every three years, the Board will review each Affiliate to determine if they still qualify for Affiliate status.
• Affiliates may participate in OSI governance as below
• Affiliates may use the terms "OSI Affiliate" and/or "Affiliated with the Open Source Initiative" to identify themselves (other branding options TBD)

Governance

Affiliates may use a transparent process of their own choosing to appoint a delegate to act for the interests of the Affiliate at OSI. The OSI Board will place new delegates into an appropriate Affiliate Group. Once an Affiliate Group meets the requirements for size and activity (TBD), it is able to elect a representative to join the electoral pool for the next OSI Director election by a transparent and fair mechanism of its own choosing.

All delegates are entitled to vote in OSI Director elections; Affiliates should identify a suitable process by which to direct the votes of their delegate."

"Commercial" vs "Open Source"

Mr. Fogel noted the problem of increasingly seeing the use of the term "commercial" used as opposite of "open source" in many places. Mr. Fogel will defer this discussion to the next meeting and will write down his thoughts in more detail before then.

Statement for Open World Forum

Mr. Tiemann remarked that it would be great to prepare a statement for Open World Forum about the OSI affiliate scheme. Mr. Wasserman noted that OWF has become a confederation of smaller meetings and that therefore there are fewer plenary sessions. However, we can try to get a few minutes in a plenary.

Next Board meeting

Mr. Michlmayr proposed to hold the next meeting on September 14 rather than September 7 since several OSI members will be at TransferSummit in Oxford on September 7. Mr. Fogel noted that he would not be able to attend on September 14, but the Board agreed that September 14 is a better date for the majority of the Board.

Action Items

• Ms. Sharma: check WMF availability for weekend of November 12-13 and reserve hotel block.
• Mr. Wasserman or Mr. Phipps: check if we can get some time in a plenary at OWF to discuss the OSI affiliate scheme.

Next Board Meeting

The next OSI BOD meeting is scheduled for Wednesday, September 14, 2011.

Meeting adjourned at 16:20 UTC.