OSI Board Meeting Minutes, Wednesday, March 6, 2013

Quorum

Quorum reached and meeting called to order at 16:06 UTC.

Attendees

Board Members

1. Ms. Deborah Bryant, Director
2. Mr. Karl Fogel, Director
3. Mr. Harshad Gune, Director (on IRC)
4. Mr. Jim Jagielski, Director
5. Mr. Fabio Kon, Director (until 17:04 UTC)
6. Mr. Martin Michlmayr, Secretary
7. Mr. Simon Phipps, President
8. Mr. Luis Villa, Director (joined 16:52 UTC)
9. Mr. Tony Wasserman, Director (until 17:11 UTC)

Guests

None.

Expected, but Not Present

1. Mr. Mike Milinkovich, Director
2. Mr. Mark Radcliffe, General Counsel
3. Ms. Alolita Sharma, Treasurer

Sent Regrets

None.

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 reviewed the minutes of the February meeting. Ms. Bryant moved that the Board approve the minutes. Mr. Jagielski seconded. Minutes approved by general consent.

Officer Reports

President's Report (Mr. Phipps)

Mr. Phipps reports:

I had the opportunity to attend WSIS+10 and to represent OSI's mission in the proceedings. Despite a huge emphasis on open knowledge and social resource development, open source was almost entirely absent from the agenda. I was pleased to see the Membership committee meet — many thanks to Ms. Bryant for masterminding that. The Board year is rapidly coming to an end and we need to focus on the processes for increasing member representation on the Board. We also need to start the process of documenting our staffing needs and identifying candidates, with a view to making an appointment at the face-to-face meeting.

Secretary's Report (Mr. Michlmayr)

• The following minutes have to be reviewed by the Board for approval:
  • February 6, 2013
• The following approved minutes have been posted to opensource.org:
  • January 2, 2013

Treasurer's Report (Ms. Sharma)

No report submitted.

Mr. Fogel said that he had received a monthly financial update from our bookkeeper and gave an overview.

Mr. Fogel expressed interesting in becoming the new treasurer when Ms. Sharma's term ends.

Mr. Jagielski asked about the deadline for filing our tax return. He said he'd ask our bookkeeper about the status.

General Counsel's Report (Mr. Radcliffe)

No report submitted.

Committee Reports

(Listed in alphabetical order)

Education Committee (Mr. Wasserman)

Mr. Wasserman is waiting to hear from Roberto di Cosmo, Jesus Barahona and Roberto Galoppini regarding the FOSS repository.

License Committee (Mr. Villa)

Mr. Villa reports:

• To discuss: endorsing Open Data Definition from Open Knowledge
• To discuss: status of CeCILL license V2.1 approval (Patrick Moreau). Key problem: what category to put it in?
• To discuss: process for discussion of revision of license-review process, including formalizing proliferation criteria, updating OSD, and simplification of license categories.
• Discussion with Alex Siegal, a lawyer, about problems in the Frameworx License 1.0.
• Oracle-Google amicus brief

Mr. Villa proposed that OSI endorse the Open Data Definition when Open Knowledge publishes version 1.2. We can also help them publicize it, for example by writing a blog post. Several board members agreed with endorsing the Open Data Definition. Ms. Bryant asked whether endorsing the Open Data Definition would set a precedent and lead to requests for endorsement from other organizations and efforts, such as Open Science and Open Hardware. Mr. Phipps also had some concerns. Since there was not a lot of time to discuss, Mr. Villa proposed to revisit this topic another time.

Mr. Villa proposed to approve the CeCILL but Mr. Michlmayr said that he'd first like to see the publication of a license committee report, as had been done in the past. This would give the community (i.e. license-review) a chance to comment formally before the board makes a vote.

Membership Committee (Mr. Phipps)

Mr. Phipps reports:

• The membership committee met on February 21, 2013.
• A newsletter now being produced for mailing out in the month of March.
• As an outcome of the recent meeting, the committee wishes to propose that the Individual Membership director seat election be pushed out to follow the Affiliates seat election to provide additional time for member discussion and engagement.

Mr. Phipps moved that Board receive the minutes from the membership committee. Mr. Fogel seconded. Motion passed.

Mr. Michlmayr moved to offer a complimentary, lifetime Individual Membership to all past, present and future board members. Mr. Fogel seconded. Motion passed. Mr. Michlmayr will email all past directors asking them to respond if they would like to receive a complimentary Individual Membership. They can still donate to the OSI if they wish.

Mr. Michlmayr asked whether Individual Members who signed up at OSCON had an option to subscribe to the member mailing lists. Mr. Phipps said that they had been notified that they'd receive announcements. Mr. Michlmayr volunteered to ensure in CiviCRM that members who signed up at OSCON receive announcements; he will also email them asking if they'd like to be subscribed to the members discuss list.

Administrative Committees

Communications Committee (Mr. Phipps)

Mr. Phipps represented OSI at FOSDEM in Brussels and WSIS+10 in Paris.

IT Infrastructure Committee (Mr. Fogel)

• Helping people use wiki, setting up license comment sweep page, etc.
• List moderation.
• Redmine restoration begun, through Bruno Souza.
• Huge amounts of activity from Martin Michlmayr, including:
  • Drupal upgrades
  • Working on logo generator with Rafael Reggiani Manzo
  • Getting membership numbers
• Archiving monthly financial report.
• Resized RIMU VPS in preparation for Patrick French helping with VPS move to better server, at RIMU's urging.
• Mr. Fogel would like to stop being Infra chair.

Trademark and Branding Committee (no chair)

• @OpenSourcePlaza on Twitter is using OSI logo
• Contacted http://eos.osbf.eu/software-directory/ about their mis-use of "OSI Certified", got commitment to fix; need to check up on it though.
• OSI logo questions. Mr. Michlmayr has been working with Rafael Reggiani Manzo on updating the logo and has some questions.
  • Review current logo proposal: the board has to review the current proposal before accepting it.
  • Logo usage: several people use the green keyhole with the text "open source" (but without "initiative") to show their support of open source (for example, there's a badge on Wikipedia). Mr. Michlmayr was wondering if this is line with our logo usage guidelines and whether this is something we'd like to promote (Mr. Michlmayr personally thinks it's a good idea)
  • Logo license: we need an explicit license. Mr. Michlmayr would like to propose CC BY-SA.

There was not enough time during the meeting to discuss the logo questions above, so Mr. Michlmayr said he'd send his questions to the board mailing list for discussion.

Working Groups

DC Spring F2F Week (Ms. Bryant)

• The public planning wiki is now up and populated with current information http://wiki.opensource.org/dc_f2f
• Mr. Fogel has confirmed a meeting room for the board meeting at Google HQ.
• Open Source for America is now engaged in the planning process and is looking into protocol to get a room on Capitol Hill to do briefings, perhaps an open brown bag, or invited private briefings.
• The Military Open Source Software Working Group (MIL-OSS) has offered to help host a meetup.
• With the working group now established and operational, board members are invited to join (thus far it is Ms. Bryant and Mr. Phipps — board members should advise Ms. Bryant) and a mailing list established for the work group (which will be retired and archived when the work group sunsets later this year).

Old Business

Review of Action Items

• Ms. Bryant: populate wiki with information about DC meeting. Status: done. See http://wiki.opensource.org/dc_f2f
• Mr. Fogel: reach out to Google regarding venue in DC. Status: done.
• Mr. Michlmayr: update logo on trademark and license pages. Status: in progress; see questions under "Trademark and Branding Committee".
• Mr. Phipps or Ms. Bryant: set up meeting for Membership Committee. Status: done.
• Mr. Phipps: talk to GC regarding making decisions by email.
• Mr. Phipps: send proposed updates to members to board list for review.
• Mr. Radcliffe: create privacy statement for membership program.
• Mr. Villa: provide feedback on privacy statement.
• Mr. Villa: update FAQ to explain the importance of licensing your code correctly.
• Membership Committee: create budget for membership outreach.

New Business

Election

• Membership Committee proposal to push Individual Membership director seat election out to June/July time frame.
• How to handle current board members seeking re-election?
• How many seats are there and how will they be filled (elected by vote, elected by board, etc)

Mr. Michlmayr remarked that if we push out the election of a director we should communicate that their board term will not be for 3 years but that that it will expire on March 31st 2016 — otherwise we end up with board seats expiring at different times.

Mr. Michlmayr summarized the number of seats open for election: 3 directors need to be reconfirmed. Additionally, there are 4 board seats that need to be filled. The board agreed to fill one of them through Individual Members, one through affiliates and two through the board. Individual Members will be able to nominate and elect one seat. Since the infrastructure for this still needs to be put in place, this election will be pushed out to the June/July time frame. The affiliate members will also be able to nominate candidates and this year (unlike last year) they will be able to vote on these candidates. Mr. Phipps will ask the affiliate members to propose candidates for the election. Mr. Fogel promised to investigate voting solutions to conduct the election.

Ms. Bryant discussed the importance of diversity on the board. Mr. Phipps remarked that the board will have little influence in the future as the different members will handle nominations and voting. However, we can issue a statement endorsing a geographically and individually diverse board.

Mr. Phipps also remarked that we should ensure that board members can participate in our monthly phone meetings. While IRC can be used for additional conversations, IRC can not replace the phone meeting.

Action Items

• Mr. Fogel: evaluate voting solutions for board election
• Mr. Fogel: draft job description for future staff member
• Mr. Michlmayr: send logo questions to the board for discussion
• Mr. Michlmayr: invite past board members as Individual Members
• Mr. Michlmayr: ensure IMs who signed up at OSCON are subscribed to announcement list
• Mr. Michlmayr: ask IMs who signed up at OSCON if they want to be on the members discuss list
• Mr. Phipps: ask affiliate members to propose candidates for election

Next Board Meeting

The next OSI BOD meeting is scheduled for Wednesday, April 3, 2013.

Meeting adjourned at 17:58 UTC.