OSI Board Meeting Minutes, Wednesday, September 5, 2012

Quorum

Quorum reached and meeting called to order at 15:02 UTC.

Attendees

Board Members

1. Ms. Deborah Bryant, Director
2. Mr. Harshad Gune, Director
3. Mr. Jim Jagielski, Director
4. Mr. Martin Michlmayr, Secretary
5. Mr. Mike Milinkovich, Director
6. Mr. Simon Phipps, President
7. Mr. Luis Villa, Director

Guests

1. Mr. Mark Radcliffe, General Counsel (until 16:00 UTC)

Expected, but Not Present

None.

Sent Regrets

1. Mr. Karl Fogel, Director
2. Mr. Fabio Kon, Director
3. Ms. Alolita Sharma, Treasurer
4. Mr. Tony Wasserman, Director

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 August 1 and August 10 meeting minutes by email after the board call.

Officer Reports

President's Report (Mr. Phipps)

The month has been relatively quiet, although new Individual membership subscriptions continue to flow. The main substantive items — the trademark situation with OSHWA and a message from the Apache Board — will be discussed in committee items.

Secretary's Report (Mr. Michlmayr)

• The following minutes have to be reviewed by the Board for approval:
  • August 1, 2012
  • August 10, 2012
• The following approved minutes have been posted to opensource.org:
  • May 2, 2012
  • June 6, 2012
  • July 3, 2012

Treasurer's Report (Ms. Sharma)

Ms. Sharma provided a written report on OSI finances which included bank balances, funds inflow, outflow and expected expenses as of the end of August 2012.

General Counsel's Report (Mr. Radcliffe)

Mr. Radcliffe is in the process of drafting a coexistence agreement with OSHWA and hopes to have it ready be the end of this week. He will send an update to Aaron Williamson, the counsel of OSHWA.

Mr. Radcliffe noted that the work on the privacy statement has been delayed due to various people being on vacation. He will have a call with one of his privacy experts and Mr. Villa next week.

Mr. Radcliffe discussed the relationship between our new membership program and the by-laws. He offered to set up a call with one of DLA Piper's non-profit experts to explore this topic in more detail.

Committee Reports

(Listed in alphabetical order)

Education Committee (Mr. Wasserman)

No report submitted.

License Committee (Mr. Villa)

Mr. Villa hopes to get formal approval from his firm soon to act as the chair of the License Committee.

Membership Committee (Mr. Phipps)

The committee has been reconstituted as previously discussed. A call for input met with summer absences so awaits a meeting during September. In the absence of a meeting to co-ordinate, the three Membership category leads will report individually.

• Linux Fund has requested Affiliate status. The board approved this request (one board member abstained from the vote).
• The Apache Software Foundation has requested a formal Affiliate agreement; Board input requested. The Board observed that we have essentially drafted this agreement but that it needs to be revived and approved. The Board agreed to send out the agreement again to the affiliate list and invite existing and new affiliates to comment on the agreement. The goal is to complete the document in the near future.

Policy and Economic Development Committee (Ms. Bryant)

This is a committee currently inactive and proposed to be revitalized through a new charter. During the month of August, OSI counsel suggested a template for charter development (received on board list) and also director Villa resumed work on a proposed split of Committees vs. Work Groups. Ms. Bryant is recommending standing down on rechartering a dormant committee in favor of working through Mr. Villa's process and giving the board an opportunity to adopt the charter template.

Administrative Committees

Communications Committee (Mr. Phipps)

OSI posted a news item about the Declaration of Internet Freedom.

IT Infrastructure Committee (Mr. Fogel)

No report submitted.

Trademark and Branding Committee (no chair)

Mr. Jagielski resigned from this committee. Ms. Bryant agreed to write a charter for this committee.

Old Business

Discuss Working Group/Committee split

Mr. Milinkovich gave an overview of how working groups and committees work at Eclipse.

Mr. Phipps shared his view of how they should be structured within OSI. He believes that board committees are to be used for the facilitation of OSI (i.e. to perform administrative tasks, such as budget) whereas working groups are how members work on activities. Mr. Phipps agreed to write down a proposal.

Review of Action Items

• Ms. Bryant: propose charter for Policy and Economic Development Committee by September. Status: obsolete.
• Mr. Fogel/Infra: create list for trademark committee.
• Mr. Fogel/Infra: mailing list for collaboration space.
• Mr. Fogel/Infra: wiki-like functionality for collaboration space.
• Mr. Fogel/Infra: look into Google Voice to provide phone number for OSI Status: done.
• Mr. Fogel: unify contact page
• Mr. Radcliffe: create privacy statement for membership program. Status: pending
• Mr. Villa: check if we can use office facilities in SF for November f2f. Status: done.
• Mr. Villa: produce Code of Conduct for forums.
• Mr. Wasserman: write proposal regarding central FOSS repository.
• Membership Committee: create budget for membership outreach. Status: pending first meeting
• Unassigned: update OSI logo from TM to (R)
• Unassigned: update other trademark pages and trademark contact pages
• Unassigned: write charter for Trademark and Branding committee.

New Business

• Messaging and Talking Points: discussion postponed until next meeting since Mr. Wasserman couldn't attend this meeting
• Adopting a standard template for charters, and reviewing current committees and their roles.

Action Items

• Ms. Bryant: write charter for Trademark and Branding Committee
• Mr. Phipps: write proposal regarding Working Groups/Committees
• Mr. Radcliffe: set up call with non-profit expert

Next Board Meeting

The next OSI BOD meeting is scheduled for Wednesday, October 3, 2012.

Meeting adjourned at 16:36 UTC.