OSI Board Meeting Minutes, Wednesday, February 1, 2012

Quorum

Quorum reached and meeting called to order at 16:05 UTC.

Attendees

Board Members

1. Mr. Michael Tiemann, President
2. Mr. Karl Fogel, Director
3. Mr. Jim Jagielski, Director
4. Mr. Fabio Kon, Director
5. Mr. Simon Phipps, Director
6. Mr. Tony Wasserman, Director

Guests and Observers

None.

Expected, but Not Present

1. Mr. Ken Coar, Board Observer
2. Ms. Danese Cooper, Board Observer
3. Mr. Michael Godwin, Director
4. Mr. Russell Nelson, Board Observer
5. Ms. Nnenna Nwakanma, Board Observer
6. Mr. Mark Radcliffe, General Counsel

Sent Regrets

1. Mr. Harshad Gune, Director
2. Mr. Martin Michlmayr, Secretary
3. Mr. Andrew Oliver, Director
4. Ms. Alolita Sharma, Treasurer

Agenda

1. Minutes Review and Approval
2. Officer Reports
3. Committee Reports
4. Old Business
5. New Business
6. Action items
7. Next Board Meeting

Minutes Review and Approval

The minutes from the January 9 2012 meeting were approved.

Officer Reports

President's Report (Mr. Tiemann)

No report submitted.

Secretary's Report (Mr. Michlmayr)

• The following minutes were approved:
  • January 9, 2012
• The following approved minutes have been posted to opensource.org:
  • December 7, 2011

Treasurer's Report (Ms. Sharma)

No report submitted.

General Counsel's Report (Mr. Radcliffe)

No report submitted.

Committee Reports

Education Committee (Mr. Kon)

Mr. Kon reports:

We have begun the effort to define a FLOSS Body of Knowledge. In addition to writing a short blog entry for the opensource.org home page, Tony Wasserman has posted an initial outline, subsequently edited by Fabio Kon, to serve as a starting point for work. This outline is posted at http://flosscc.opensource.org/wiki/floss-body-knowledge

Participants at last Fall's FLOSS Competency Center Summit, as well as members of the FLOSSCC Google Groups list were contacted, with the goal of expanding participation in the effort. We have received several indications of interest, but work has not proceeded beyond this initial phase. The next steps will include seeking some external sponsorship for this project as a way to support travel and greater participation.

Mr. Wasserman reported that the above FLOSS Body of Knowledge grew out of FLOSS Competency Center meeting at Open World Forum. Now waiting to see if people volunteer to work on it; has gotten a few responses, including links to other work including a textbook. Would like to find sponsorship to work on this more.

Mr. Tiemann asked how this group could become an Affiliate. Mr. Wasserman said it could, but could also be seen as part of the Education Committee. Mr. Tiemann pointed out difference between committees (core to OSI) and Affiliates / Working Groups. Mr. Wasserman asked how a WG is setup -- does Board need to charter it? Discussion on this question ensued. Mr. Wasserman also pointed out that for this FLOSS Body of Knowledge, being perceived as OSI-owned might not be ideal anyway (e.g., for fundraising). Discussion of whether Working Groups should be created with an end date, or "check-in" date, stated in advance or not; might be different for different groups.

Mr. Wasserman refocused discussion on question of what Education Committee and FLOSS Body of Knowledge should do now. No objections to his trying to cause the latter to happen "under the auspices of the OSI". Mr. Wasserman will coordinate with Mr. Phipps so this can be mentioned in Mr. Phipps' upcoming FOSDEM Keynote.

License Committee (Mr. Fogel)

Mr. Fogel reports:

• Much discussion on [email protected] from Clark Evans regarding new permissive licenses with some extra attribution pixie dust. For the most part, I'm not participating, except to help Clark through the moderation queue, because I don't want to encourage license proliferation.
• [email protected] thread on Golan v. Holder, started by Larry Rosen.
• Complicated thread about GPL'd code in binaries; seems to have self-supported.
• A package with a non-open-source license, that was claiming to be open source, has now dropped the problematic restrictions and is open source. Yay! Not clear if Fontana's and my analyses on [email protected] had anything to do with their decision.
• Fair amount of mailing list management, including both post moderation and subscription moderation.
• Important work to be done in license deprecation and web site presentation; it has been delayed by my move, but issues are filed for it.

Mr. Tiemann pointed out there was strong opposition to a deprecation process in the past, and that that should be re-discussed with today's Board before public discussion happens. Framework Mr. Tiemann proposed years ago was: OSI should think about doing an OSD v2.0, which would give us an opportunity to re-approve licenses under a new rubric. Mr. Fogel explained that by "deprecation" he meant primarily the easier task of obsoleting licenses in favor of their designated successors.

Legal Affairs Committee (Mr. Godwin)

No report submitted.

Membership-Governance Committee (Mr. Phipps)

We now have eleven organizations signed up as Affiliates:

• Apache
• Creative Commons
• Drupal
• Eclipse
• FreeBSD
• KDE
• Linux Foundation
• Mozilla
• Plone
• Sahana
• Wikiotics

Mr. Phipps is still working to secure four more Affiliates before FOSDEM.

The draft Affiliate Agreement that Mr. Jagielski made using parts of the invite letter has been reviewed by Board members after Mr. Phipps posted it to Google Docs. After input from Mr. Radcliffe, it's now been sent to the Affiliates mailing list for comment and input. It has already has been commented on and amended.

Mr. Phipps will be speaking at FOSDEM on February 4th on the subject of OSI's governance changes, with the intent of disclosing the names of our initial Affiliates.

Mr. Phipps hopes to have an Affiliate Agreement finalized in March.

Mr. Phipps moved that we open Affiliate membership publicly to any non-profit who wants to join. Mr. Tiemann and Mr. Fogel seconded: Vote: 6 ayes, no nays

Policy and Economic Development Committee (Mr. Tiemann)

There was an enigmatic and tantalizing statement from Mr. Tiemann, but nothing quite yet to report.

Administrative Committees

Communications Committee (Mr. Phipps)

• We commented welcoming the MPLv2 as agreed at the previous meeting
• OSI signed https://www.accessnow.org/sopa-letter after agreement on the Board mailing list was sought and obtained.
• A formal policy on such decisions is proposed; see under New Business.
• News of the governance changes was posted to the web site

In the next month, Mr. Phipps expects to post about FOSDEM, and will ask Mr. Wasserman to write up more text about FLOSS Body of Knowledge so we can post that on the web site as well.

Discussion of the "lazy consensus" proposal for OSI responses to public events. Someone proposed 72 hours, to encompass weekends, but Mr. Phipps pointed out that most of the things we respond to come out on Friday with response requested by Monday, and Mr. Tiemann pointed out that nefarious news tends to come out on Fridays, so it's better just to expect OSI people who want a say in responses to check mail within any given 48 hour period, whether weekend or not. Mr. Phipps moved that the "short-notice" response policy as stated on list be adopted with the 48 hour response time. Mr. Tiemann seconded. 6 ayes, no nays. Motion passed.

IT Infrastructure Committee (Mr. Oliver)

No report, except what's listed in the Review of Old Action Items.

Mr. Fogel read out the asset keys passphrase to the board. Any time someone retires from a function that gives them the assets shared secret, the secret should be changed. Mr. Fogel will make sure this policy is documented and mailed to the list.

New Projects / Outreach Committee (Ms. Sharma)

No report submitted.

Old Business

Review of Action Items

• Mr. Fogel: create page on governance based on email to affiliates. Punting. I don't know how to write this, think Mr. Phipps is more qualified to do so, and am anyway less sure that we should even tackle member governance before the affiliates have been brought formally into governance.
• Mr. Fogel: create candidate elector list for license committee. Discussion of practical difficulties of forming an electorate from [email protected] and [email protected]
• Mr. Fogel: work on a plan on splitting license list into recommended and other licenses. Delayed due to move.
• Mr. Fogel: work on a plan to migrate www.opensource.org to our hosted server. Delayed due to move.
• Mr. Fogel: investigate a shared secrets mechanism for passwords. Done; operational.
• Mr. Fogel: investigate method to import old mailing list archives. In progress, see http://projects.opensource.org/pipermail/infrastructure/2012-January/thread.html#86.
• Mr. Fogel: work with Mr. Nelson to transfer ownership of opensource.org. Done.
• Mr. Jagielski: work on details for affiliate program. Provided and moved to Google Docs (see Approval under Old Business)
• Mr. Kon and Mr. Wasserman: work on article on open source for ACM SIGSOFT/SIGPLAN.
• Mr. Michlmayr: find venue for face-to-face in Chicago. Done, thanks to Mr. Kon and Mr. Fogel.
• Mr. Phipps: post blog entry about MPLv2 to opensource.org. Done.
• Mr. Phipps: work on FOSDEM keynote. Done.
• Mr. Wasserman: post FLOSSCC Vision document to opensource.org (either as blog or document)
• Mr. Wasserman: create candidate elector list for education committee
• Mr. Wasserman: describe requirements for site for Open Source Body of Knowledge.
• Mr. Wasserman: work on draft survey for FOSDEM.
• Mr. Wasserman and Ms. Sharma: work on draft for personal membership scheme.
  • With affiliate proposal done, Mr. Jagielski has free cycles to help/close.
  • Draft of personal membership scheme will be shared with Affiliates (Mr. Wasserman proposed, I think, and all concurred.)
  • Mr. Wasserman will do research into who would be a member, how much they would be willing to pay, what might prevent someone from joining. Mr. Tiemann suggested separating on the questionnaire the financial commitment from other aspects, e.g., would you be willing to pay, and then independently of that, what else would or wouldn't make you want to join. Mr. Wasserman will put together a SurveyMonkey or equivalent survey, in time for Mr. Phipps to announce at FOSDEM and elsewhere (in his Computer World column, probably on Monday).

New Business

Face-to-face:

Confirmed F2F is May 19-20, in Chicago. Buy your tickets.

Process for Next Election

• Process
  • Mr. Tiemann asks if he should lead or take a back seat in this next cycle, since he is outgoing. Mr. Phipps said he would welcome Mr. Tiemann's participation and any candidate nominations Mr. Tiemann wants to make.
  • Agreed on election in March 7th meeting, with tentative followup meeting on March 16th if elections are not ready for 7th.
  • Mr. Tiemann pointed out importance of the affiliate/membership strategy in both selecting new board members and in helping them determine what to look for in their first vote for officers (which takes place at the new meeting).
  • Mr. Tiemann suggested looking for action-oriented people rather than famous names.
  • Mr. Wasserman asked about geographical background of candidates. Mr. Fogel said he's trying to get more Korea/China background.
  • Mr. Tiemann pointed out importance of candidates who will understand importance of protecting core OSI mission and OSD. Also, candidates who will be good at working through a transitional situation. Avoid habitual bomb-throwers (as opposed to reasonable independent thinkers, which are desirable).
  • Mr. Wasserman pointed out importance of having at least one member who works for an open source company. Mr. Fogel concurred.
  • Mr. Phipps will start discussion with Affiliates next week about them nominating Board candidates. Will aim for a fairly informal process. Affiliates are nominating candidates, whom the Board will vote on (along with candidates from other sources) at the next meeting, but with implication that we will informally give priority to Affiliate-generated candidates.
  • Mr. Wasserman asks if running potential candidates past Board as a kind of sanity check is a good idea. Agreement that this is fine.
• Seats (2-3)
• How many candidates
  • Mr. Tiemann will do his best to qualify at least 2 candidates.
  • Mr. Fogel will do the same.
  • Mr. Phipps, Mr. Wasserman, Mr. Jagielski at least 1 and most likely 2.
  • Mr. Fogel to send mail to [email protected] about need to find candidates. Use the mail received last year as template.
  • Please nominate people on-list as soon as they're ready.

Short-Notice Statements Policy (Mr. Phipps)

It's been generally agreed that OSI should sign on to certain public letters recently (notably relating to SOPA). Mr. Phipps has proposed the following policy for agreeing to sign such letters at short notice: OSI's Board agrees to signing any civil society open letter or similar proposed by a Board member if:

1. it gets two +1 votes from current Board members in addition to the proposer via e-mail
2. there are no -1 votes from current Board members via e-mail within 48 hours of the initial request.

Should we add/use the chairman position? (Mr. Jagielski)

Agreed to table this to next board.

Action Items

• Mr. Phipps expects to post about FOSDEM, and will ask Mr. Wasserman to write up more text about FLOSS Body of Knowledge so we can post that on the web site as well.

Next Board Meeting

The next OSI BOD meeting is scheduled for Wednesday, March 7, 2012.

Meeting adjourned at 17:51 UTC.