OSI Board Meeting Minutes, Wednesday, August 7, 2013

Quorum

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

Attendees

Board Members

1. Deborah Bryant, Director (until 15:22 UTC)
2. Richard Fontana, Director
3. Jim Jagielski, Director
4. Martin Michlmayr, Secretary
5. Simon Phipps, President
6. Bruno Souza, Director
7. Tony Wasserman, Director
8. Mike Milinkovich, Director, Assistant Treasurer

Guests

None.

Expected, but Not Present

1. Harshad Gune, Director
2. Mark Radcliffe, General Counsel

Sent Regrets

1. Karl Fogel, Treasurer
2. Luis Villa, 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 reviewed the minutes of the July 17 meeting. Bryant moved that the Board approve the minutes. Phipps seconded. Minutes approved by general consent.

Officer Reports

President's Report (Phipps)

Simon Phipps reports:

We're getting there! We once again have a full Board - with a member-selected Director for the first time - GM interviews are in progress and we have new ideas starting to flow as our identity is gradually transformed. I had several membership enquiries from potential Affiliates at OSCON, as well as enquiries from potential Sponsors. I think the ship is turning.

Secretary's Report (Michlmayr)

• The following minutes have to be reviewed by the Board for approval:
  • July 17, 2013
• The following approved minutes have been posted to opensource.org:
  • May 1, 2013
  • May 7, 2013
  • May 8, 2013
  • June 12, 2013

Treasurer's Report (Fogel)

Phipps gave an overview of the financial position of OSI and recent activities.

General Counsel's Report (Radcliffe)

No report submitted.

Committee Reports

(Listed in alphabetical order)

Outreach and Learning (Jagielski)

Jagielski and Wasserman proposed a charter for the Outreach and Learning committee. Phipps proposed some modifications to the proposal.

Phipps moved that we adopt the charter (including his modifications). Milinkovich seconded. Motion passed by general consent.

Charter for Outreach and Learning Committee (Official) The role of the Outreach and Learning Committee is to communicate the ideals, goals and core aspects of Open Source. The audience for this message is very broad and includes such groups as IT professionals, government officials, business decision-makers, journalists, industry analysts, teachers, students, and the general public. Outreach and learning may cover a wide spectrum of topics, such as the definition of open source, how to use open source, how to participate in open source projects, how to incorporate open source methods and software in educational programs, and how to influence the use of open source in preference to proprietary software. The Committee may develop educational materials targeted at different audiences and materials to help OSI supporters advocate for the use of open source. Organization and Membership Requirements The Committee shall be comprised of two or more directors as determined by the Board, and is open to individual members of OSI with an interest in producing and communicating information about open source software. The Committee has Board Authority to add and remove Members of the Committee and elect and change the Chair(s) of the Committee, as long as such changes are noted to the Board in the committee's report to the monthly Board meetings. Delegated authority The Outreach and Learning committee will represent OSI's interest in creating and sourcing materials aimed at educating students, government officials, IT professionals, and the general public about open source software. The committee will be responsible for the content of a section of the OSI's web site containing these materials, including links to material on other sites. The committee will also take the lead in: 1) responding to questions about open source software directed to the OSI; 2) identifying and responding to situations where the OSI can serve an educational and/or corrective role on topics related to open source software, and; 3) performing other related activities as directed by the OSI Board. Sunset The committee will be reviewed and re-chartered annually by the OSI Board.

Licensing (Villa)

No report submitted.

Individual Members (Souza)

Bruno Souza reports:

• Has not written a charter yet as he is waiting on other charters as examples.
• He is happy to have Richard Fontana on the board. The elections went very well. There were no problems whatsoever, and the election had a reasonable turnout.

Phipps noted that renewals for members who signed up at OSCON were not sent out. Michlmayr added that some automatic payments have been suspended and noted that he would follow up with the affected members.

Affiliate Members (Jagielski)

No updates since last meeting.

Corporate Relations (Milinkovich)

Milinkovich gave an overview of his recruitment activities of corporate donors.

Administrative Committees

Communications (Phipps)

Simon Phipps reports:

• The OSI-backed Foundations tutorial at OSCON was packed out (people were turned away) and got a high rating from delegates
• We posted election results from the Individual Member director election
• We posted congratulations to Martin on his Open Source Award

IT Infrastructure Committee (Souza)

Bruno Souza reports:

• Redmine is being used for issues again

Michlmayr added that our Ubuntu VM should be upgraded to the latest LTS release.

Staffing Committee (Bryant)

Deb Bryant gave an update on the hiring process for the General Manager position. The staffing committee performed interviews via video conference with several candidates. They will conduct further interview with shortlisted candidates and intend to propose a final GM candidate to the board in the next board meeting.

Old Business

Review of Action Items

• Fogel: publish financial information from e-postcard (990-N) on web site
• Milinkovich and Karl Fogel: add corporate contacts to CiviCRM.
• Phipps: create table cards for OSCON. Status: done (thanks, Deb!)
• Villa: provide feedback on privacy statement.
• Villa: update FAQ to explain the importance of licensing your code correctly.
• All Committees Chairs: propose charter for board approval.

New Business

• Election of Richard Fontana as Board director in view of results of Individual Members election.
  • Phipps summarized that we ran an election among Individual Members to recommend a director. The election completed and Richard Fontana was selected as the preferred candidate by Individual Members.
  • Phipps therefore proposes that we elect Richard Fontana to the Board for a one year term (the term we agreed for this vacancy at the face-to-face meeting in Washington D.C.). Jagielski seconded. Motion passed by general consent.
• Discuss potential action on FairSearch mischaracterization of open source.
  • The Board agreed that a copy of the actual complaint would have to be obtained before any action could be taken.
  • Once we have studied the actual complaint, Simon Phipps, Mike Milinkovich and Richard Fontana will draft a response and propose it for board approval.
• Approve Working Group to propose potential fiscal sponsorship of OpenHatch project.
  • Phipps proposed that we approve a new Working Group to enact fiscal sponsorship of OpenHatch per Asheesh Laroia's request. The start date will be immediate, and our goal will be to bring the Board a proposal at the October meeting (or at the September meeting if we can manage it) which will enact the fiscal sponsorship. The working group will comprise Phipps, Laroia and whichever Board members wish to collaborate in the matter.
  • Jagielski raised various concerns. One centered around our mission: while education is clearly part of our mission, it's not clear whether providing support for other organizations is part of our mission, even if their mission is in line with our mission. Another concern was around the administrative overheard caused by offering fiscal sponsorship services. Phipps observed that Fogel, OSI's current Treasurer, indicated that overhead would be low and that he was willing to perform the required tasks.
  • Phipps proposed to form a working group in order to create a proposal of fiscal sponsorship of OpenHatch. Fontana seconded. Jagielski abstained. The motion passed by general consent.
  • Wasserman volunteered to join the working group and other board members are welcome to join.

Action Items

• Michlmayr: contact members whose automatic payments have been suspended.
• Phipps: create working group to create proposal of fiscal sponsorship of OpenHatch.
• Souza: send out membership renewal emails.

Next Board Meeting

The next OSI board meeting is scheduled for Wednesday, September 4, 2013.

Meeting adjourned at 16:19 UTC.