OSI Board Meeting Minutes, Saturday, May 19, 2012

Quorum

Quorum reached and meeting called to order at 9:40.

Attendees

Board Members

1. Ms. Deborah Bryant, Director
2. Mr. Karl Fogel, Director
3. Mr. Fabio Kon, Director
4. Mr. Martin Michlmayr, Secretary and President
5. Mr. Mike Milinkovich, Director
6. Mr. Simon Phipps, Director
7. Ms. Alolita Sharma, Treasurer
8. Mr. Luis Villa, Director
9. Mr. Tony Wasserman, Director

Sent Regrets

1. Mr. Harshad Gune, Director
2. Mr. Jim Jagielski, Director

Finances

• Treasurer's job would include: monthly report on state of OSI finances (something as simple as the monthly bank statement would be very good)
• We'll probably elect a new Treasurer during the elections later this weekend; new Treasurer will get back to us about what the processes will be, where data will live, etc.
• Annual statements and tax returns need to be reviewed and approved by the board before filing them.

Vision

• Build bridges between open source constituencies
• Allow different open source organizations to have one voice and share their common vision of open source
• Allow OSI's names to be associated with statements.
• Governance of OSI: affiliates elect the board.
• Mr. Phipps described "Affiliates / Advocates / Advisors" scheme (non-profits / individual members / for-profits). Most board members would be elected by Affiliates, a small number by the Advocates, and the Advisors wouldn't elect any for at least the first two years.
• Mr. Phipps explained why some Affiliates would be willing to pay a membership fee (e.g., Mozilla), and others would not be (e.g., Apache, Debian).
• Over lunch, Mr. Milinkovich will tell the story of Eclipse and corporate memberships.

Blog Policy

• Current practice is: Any Board member can write anything they want as their personal view, posted on their own site or on the OSI blog under their own name. If the OSI Board wants to say something, it goes on the OSI site in the center section, and is not signed by any particular director
• Current right-side blog entries column should be a planet/feed from director's personal blogs. Retitle as "Directors' Corner", and will look for posts on Directors' sites tagged with a special hashtag (#osi or something). The Director's Corner display posts should show both title and author in the list on the right side.
• Director's Corner posts should make it clear, both in title and content, that they are personal statements.
• Middle column is OSI's own on-opensource.org blog, and goes through the usual approval process. Middle-column posts will be attributed to the Director's who wrote them only when you click through (not in the TOC from the front page).
• Drupal should send out an email when a new post goes up in middle column, not in Director's Corner.

D&O Insurance for the Board

• Revisit in the Fall — tabled for now, but agreed that we must revisit it before we have people paying to be members, or before we hire employees, whichever comes first. Similarly, general liability insurance will be good once we have employees (suppose they get in a car accident while driving on company business).

Annual Report

• Ms. Bryant moved that we produce an Annual Report in Q1 of 2013. Luis seconded. Mr. Michlmayr pointed out an Annual Report is in the Bylaws anyway. No objections.
• Mr. Phipps proposed a Prospectus, to be produced between now and EOY. Forward-looking: it says "we intend to do X, Y, Z". Stuff mentioned in the Prospectus then shows up in the Annual Report.

Board Observers

• Mr. Michlmayr raised the question of whether OSI still needed Board observers. Mr. Phipps gave a historical overview of why we had Board Observers. Ms. Sharma gave a different (but compatible) point of view. General discussion of Board Observers vs ex-members of the Board who are still on the Board list.
• Motion by Mr. Phipps: As part of our adaptation to a revised governance, with wider opportunities for participation in OSI independently of Board membership, there will be no more Board Observers as we know them. In future, [email protected] goes just to the actual (current) Board. Separate [email protected] (name TBD) list goes to current [email protected], alumni & observers, at the Board's discretion. Mr. Fogel seconded. Passed due to no objections.
• Mr. Sharma proposed an Annual General Meeting (different from a Board meeting). What we do at OSCON may be a prototype for an AGM, and may or may not eventually be the actual AGM once we have members. We'll talk about this in our OSCON planning agenda item.

OSCON Planning

• OSCON is 2.5 days: Wednesday, Thursday, some of Friday. We need to staff a booth.
• Business card templates are available on social text for board members to print OSI cards
• Need a postcard created and printed to promote individual member
• A wiki is going up on SocialText for sign-up for booth volunteers. Mr. Phipps and Ms. Bryant will help recruit volunteers after board members are signed up.
• The OSI presentation (Mr. Phipps and Mr. Wasserman) will happen on Friday from 10 - 10:45 a.m.
• Ms. Sharma and Ms. Bryant are also doing presentations at OSCON
• Community Leadership Summit over the weekend represents another opportunity for OSI.
• Ask Affiliates to display a small table stand saying "OSI Affiliate" on their booth at OSCON.

Personal Membership

• Membership levels and benefits:
  • PayPal portal accepts any amount over $5.
  • Above the threshold of $40, they are a Member (with member number) and they can vote, and display a Member badge.
  • The Membership threshold will be revisited annually, since we're new to this.
  • Below that threshold, you can say you're a Supporter and display a Supporter badge.
• When Members sign up, we should ask them what they're willing to do besides contribute money. Also ask them to make a statement about why they support the OSI, maybe.
• The Members (this is the "Advocates" class referred to earlier) will be voting to fill one Board seat. At least for now — we may give the Advocates greater Board representation later.
• OSI will provide a discussion forum for members.
• All this means that by July, we need a way to take money, and a place for members to conduct conversations.
• We may need to discuss becoming a (c)(6) instead of a (c)(3), especially if we're rewriting our Bylaws and thus would need to re-apply for (c)(3) status to IRS.
• Board approves $10k for Infra to spend on developing a Personal Membership sign-up and management system, possibly using outside contractors.

Officer Elections

• Ms. Sharma commits to transferring our accounts to Wells Fargo Bank. (This is as current Treasurer, regardless of whether she continues to be Treasurer.) She will set up read-only accounts for any Board member who want, and as usual the Board will explicitly approve signers on the account.
• Ms. Sharma suggests a 6-month retainer with our accountant, to provide regular reporting to the Board.
• Ms. Sharma will look into getting a cheaper accountant.
• Ms. Sharma was elected Treasurer again by unanimous consent.
• Mr. Michlmayr was elected Secretary again by unanimous consent.
• Only contested election was President
• By consensus of the Board, Mr. Phipps was elected President.

Committees and Committee Chairs

• Current committees are: Infrastructure, Education, License, Communications, Membership
• Distinguish between committees that advance the organization's mission (e.g., membership), and those that sustain the Board's role (e.g., an audit committee).
• Disband the following committees: Legal Affairs, Policy and Economic Development, Fundraising.
• "New Projects and Outreach" committee is now merged into the Governance and Membership Committee.
• Mr. Milinkovich promises to volunteer for at least one committee.
• Ms. Sharma and Ms. Bryant want to get involved in the Policy and Economic Development Committee. Ms. Bryant will chair.
  • They will make a charter for that committee.
  • They may operate it as a working group, even though legally it will be set up as a Board committee.
• From now on, "Working Group" means anyone can participate (and Board just decides what parts of the results to accept or act on), and "Committee" means Board members only.
• Mr. Villa will draft a lightweight, general purpose Code of Conduct for our working groups.
• Mr. Kon requests clarification on the "Working Groups as Electorates" question, for the Education Working Group. This is on the agenda for Sunday.
• Mr. Wasserman elected Chair of the Education Working Group.
• Board member must be the chair of a Working Group, at least for now. We can revisit this later.
• Consensus: conditionally, Mr. Villa will chair License and Mr. Fogel will chair Infrastructure. If Mr. Villa can't, then we'll revert and figure out what to do.

Adjourned: 17:30