OSI Board Meeting Minutes, Wednesday, March 7, 2012

Quorum

Quorum reached and meeting called to order at 16:04 UTC.

Attendees

Board Members

1. Mr. Karl Fogel, Director
2. Mr. Harshad Gune, Director (on IRC)
3. Mr. Jim Jagielski, Director
4. Mr. Martin Michlmayr, Secretary
5. Mr. Simon Phipps, Director
6. Mr. Tony Wasserman, Director (until 17:17 UTC)

Guests and Observers

1. Ms. Danese Cooper, Board Observer (until 17:00 UTC)

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
5. Mr. Andrew Oliver, Director
6. Mr. Mark Radcliffe, General Counsel

Sent Regrets

1. Mr. Fabio Kon, Director
2. Ms. Alolita Sharma, Treasurer
3. Mr. Michael Tiemann, President

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 board approved the February minutes by email after the board call.

Officer Reports

President's Report (Mr. Tiemann)

No report submitted.

Secretary's Report (Mr. Michlmayr)

• The following minutes have to be reviewed by the Board for approval:
  • February 1, 2012
• The following approved minutes have been posted to opensource.org:
  • January 9, 2012

Treasurer's Report (Ms. Sharma)

No report submitted.

Mr. Michlmayr expressed his concerns about the fact that no Treasurer Report has been published since August. He recently contacted Ms. Sharma to offer help.

Mr. Michlmayr also expressed concerns that neither Mr. Radcliffe nor our accountant have responded to the tax question he raised in January.

General Counsel's Report (Mr. Radcliffe)

No report submitted.

Committee Reports

(Listed in alphabetical order)

Education Committee (Mr. Kon)

Mr. Kon reports:

• After the initial feedback, Mr. Kon and Bruno Souza finished a complete version of the slides to be used to educate Java user groups worldwide about open source. We're now opening it for final suggestions and corrections. In a couple of weeks we'll prepare ODP and PDF versions of it and record a presentation on video. After that, we'll disseminate this material to Java UGs worldwide.
• Mr. Kon would like to turn the Education Committee into an OSI Working Group. For that, we're waiting on a document or web page describing how this works so that we can send an email to our mailing list, invite some other people and initiate the process. Mr. Kon is requesting an update from Mr. Phipps on when a document describing the Working Groups rules will be available.

Mr. Wasserman reports that there has been little response regarding the FLOSSBOK initiative. He has not received offers from members of the OSI board nor from anyone else. He will make make another round of effort to get contributions.

License Committee (Mr. Fogel)

Mr. Fogel reports:

• Outcome of CC0 submission process
  • Recommend disapprove, due to clause 4a: "No trademark or patent rights held by Affirmer are waived, abandoned, surrendered, licensed or otherwise affected by this document." Potential incompatibility with OSD-7 due to explicit disclaimer of what in other licenses might be interpreted as an explicit patent grant.
  • We could just take no action, since Creative Commons withdrew the application after seeing the problems with 4a.
• CC0 result has long-term implications for OSI approval process.
  • De facto use of CC0 for academic/scientific works (involving software combined with open-access published papers) will probably continue -- the patent exception is important to them. OSI needs to figure out how to handle this.
  • Chris DiBona: "-1 I don't think that any new licenses should be approved unless they include patent clauses and that the osi should move towards deprecating licenses that do not."
• CeCILL 2.1 licenses submitted for approval, based on feedback after 2005 rejection of CeCILL 2.0. We have followed up, but not done any real analysis yet.
• Jilayne Lovejoy of SPDX has shared with us a spreadsheet with some issues for OSI to address (license naming consistency issues, etc); this grows out of a phone call she and Tom Incorvia and I had several months ago.

Legal Affairs Committee (Mr. Godwin)

No report submitted.

Membership-Governance Committee (Mr. Phipps)

Mr. Phipps reports:

• Debian has decided to accept our invitation to join.
• The Affiliates list is coming up with some Board nominations
• The survey had a good response from over 300 people, indicating that a for-fee personal membership scheme would be welcomed. Thanks to Mr. Wasserman for running it.

Mr. Wasserman briefly summarized the results of the survey. Overall he felt that the survey showed that there's a large number of people who would be willing to join and that this would result in an important source of funding for the OSI. Mr. Wasserman offered to write a blog article with the results of the survey.

Based on the results of the survey, Mr. Phipps believes that we could rapidly attract a good base of supporters from which we can populate the working groups.

Policy and Economic Development Committee (Mr. Tiemann)

No report submitted.

Administrative Committees

Communications Committee (Mr. Phipps)

Mr. Phipps spoke at FOSDEM, and will speak again at FLOSSUK Spring 2012.

IT Infrastructure Committee (Mr. Oliver)

No report submitted.

New Projects / Outreach Committee (Ms. Sharma)

No report submitted.

Old Business

Review of Action Items

• Mr. Phipps expects to post about FOSDEM. Done.
• Mr. Fogel: work on a plan on splitting license list into recommended and other licenses. Delayed by CC0 discussion and substitute secretarial duties.
• Mr. Fogel: work on a plan to migrate www.opensource.org to our hosted server. Same.
• Mr. Fogel: investigate method to import old mailing list archives. Same.
• Mr. Kon and Mr. Wasserman: work on article on open source for ACM SIGSOFT/SIGPLAN.
• 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. Jagielski, Mr. Wasserman and Ms. Sharma: work on draft for personal membership scheme.

New Business

Dealing with problematic posters on license-review and license-discuss (Mr. Fogel)

Mr. Fogel reported that the atmosphere on the license-review and license-discuss is quite bad and the board discussed how to deal with problematic posters.

Where is right place to document things like the assets password change policy, etc? (Mr. Fogel)

Mr. Fogel asked if we have a place to document policies for the OSI Board. Mr. Michlmayr suggested that our private wiki on SocialText would be the right place to post such policies.

As an aside, Mr. Fogel mentioned that he'd like to move from SocialText to private pages within Drupal once we've moved our web site to our own VM.

Working groups as electorates (Mr. Fogel)

Mr. Fogel expressed his concerns about working groups as electorates. The more he is thinking about creating a working group out of license-discuss and license-review, the more reservations he has. Mr. Fogel believes that their motivations are quite different to what is required to be involved in the governance of the organization. There is also a lot of overhead in organizing them. Mr. Fogel would like to ditch the idea of working groups as electorates and just have board candidates from affiliates instead.

Mr. Phipps observed that the person who has strong opinions on this subject is Mr. Oliver. According to Mr. Phipps, Mr. Oliver wants OSI to be about people doing the work rather than about organizations. In Mr. Phipps' view, people who participate in the personal membership scheme can participate in governance.

Mr. Fogel proposed that we could give personal memberships to people who are active in working groups. Mr. Phipps said that the problem is that the personal members will only elect one director, so most directors would come from affiliate organizations. Maybe we have to rebalance where directors are coming from.

Mr. Fogel proposed that no director should be elected from working groups for this election. Mr. Fogel's proposal was accepted and Mr. Phipps proposed to have a discussion about this topic at the face-to-face meeting.

Discuss board elections

The board discussed the upcoming board elections. The terms of the following directories are coming to an end in April:

• Mr. Oliver: indicated previously (and confirmed later by email) that he is not planning to run.
• Mr. Tiemann: cannot run again due to term limits.

The following board members have to be reconfirmed:

• Mr. Fogel: would be happy to serve for another 2 years.
• Mr. Godwin: is not planning to ask for reconfirmation.
• Mr. Jagielski: would be happy to serve for another 2 years.

The board discussed various candidates which have been proposed so far (both by the existing board as well as by affiliates). The board agreed to set a deadline of March 14 to identify potential candidates. The board will hold a special meeting on March 16 to perform the board election.

The board discussed the process to appoint a new OSI President. The board agreed to ask the current president, Mr. Tiemann, to serve until the face-to-face meeting on May 19-20. If Mr. Tiemann agrees we'll appoint a new president at the face-to-face meeting. Otherwise we'll appoint an interim president at the special meeting on March 16.

Action Items

• Mr. Wasserman: write blog article about results of membership survey.

Next Board Meeting

The next OSI BOD meeting is scheduled for Friday, March 16, 2012.

Meeting adjourned at 17:23 UTC.