January 13th 2016 Board Meeting Minutes

Quorum

Quorum reached and meeting called to order at 11:04 ET / 16:04 UTC.

Attendees

Board Members

• Allison
• Deb
• Patrick
• Mike
• Leslie
• Richard
• Tony
• Zack

Sent Regrets

• Bruno
• Paul
• Simon

Guests

None

Officer Reports

• Motion to approve Dec. 09, 2016 Draft Meeting Minutes (Patrick) , see "Motions" below.
• Treasurer's report (Mike), see Appendix A
  • Mike provided updates on contacts with current corporate sponsors.
  • Mike and Allison provided a review of annual financial status.
    • The board discussed budgeting and planning to ensure stability moving forward.
    • Financial review showed that the OSI did not break even but cut expenses and increased income ~20K difference
      • This is an improvement from last FY, ~$60K
    • The board discussed establishing,
      • threshold for cash on hand,
      • threshold for reserves (would be a new budgetary goal),
      • annual budget with line items.
    • The board discussed developing,
      • a goal of maintaining current expenses (activities),
      • a budget and planning process that includes fund raising goals.
        • This should focus on current activities and how increased funding can extend mission (i.e. in Annual Report).
    • The board discussed how to formalize a review of invoicing for each month.
      • These discussions could happen during the monthly Ex. Committee call
      • Potentially invite the OSI accountant to Ex. Com.

Board Topics

• Annual Board Financial Review
• Annual Organizational Review

Membership Topics

Communications Topics

• Confirm of emeritus /  co-founder status for previous OSI Board Directors.
• We will continue the use of Emeritus but clean up the pages.
• Evaluate request as signatory on Global Crypto Letter (https://securetheinternet.org/)
  • Ensure our activities align with non-profit status.
  • This particular request may be too far outside the rules for a non-profit. The OSI can produce a release drawing attention to this effort.
  • This would allow us to phrase it in line with our own priorities, values, best practices, and mission.
  • Specifically to the Crypto request, there is concern over the tone of the letter.
  • TODO: Leslie to develop a first draft.
• Develop position on Crypto and other policies so that these are readily available when called upon.
  • TODO: Patrick to add developing position statements as an agenda item for the next F2F.
• Work in Progress on blog post to advertise upcoming elections, then work starting on blog posts to encourage membership sign ups
• Leslie working with Shelly Coen, recent 'grad' from Rails Girls SoC, on these blog posts. Shelly wants to volunteer to learn more about technical marketing.
  • Notes from Marketing & Comm team meetings now archived, and made available to the Board.
  • Marketing & Comm team realized we were meeting and getting stuff done but that was not always transparent to the rest of the Board. These working notes should help mitigate that.
• If anyone on the Board is interested in a Marketing & Comm project, they are invited to participate
  • Weekly(ish) on Thursdays at 2 PM Central European Time / 8 AM Eastern.

Legal Topics

• Quebec License Approvals
  • Three licenses submitted by Gov of Quebec.
  • Similar, permissive, weak copyleft, strong copyleft
  • Primary reason for submission was to provide native French language licenses
  • Should include in any communications we should point out that this is an "International" license
  • TODO: Richard to send Patrick license text for posting.

Infrastructure Topics

Incubator/Project Topics

Review of Timeline

• Planning Timeline

Next Board Meeting

The next OSI board meeting is scheduled for February 10, 2016

Meeting adjourned at 12:54 ET / 17:54 UTC.

Motions

Motion (Patrick): Approve and post the meeting minutes of Dec. 9, 2015
Second (Allison).
Discussion: None
Vote: 6 Yes; 0 No; 2 Abstain.

Motion (Richard): Approve the three Quebec Licenses as submitted.
Second (Mike).
Discussion: See above.
Vote: 8 Yes; 0 No; 0 Abstain.

Motion (Deb): Approve Affiliate Membership ISC contingent on the submission of their by-laws
Second (Patrick).
Discussion:Have not yet submitted by-laws but are well established as a non-profit open source community. We have approved a license submitted by the ISC.
Vote: 8 Yes; 0 No; 0 Abstain.

Appendix A - Treasurer's Report

Treasurer's Report For the Month Ending December 31, 2015

Total Assets at Beginning of Period: $41,080.61

Income or Sources of Funds:

• Contributions: $4,379.00
• Memberships: $680.00  (17x $40)
• Open Hatch: Received $254.60 paid $509.00 (October and November paid 12/10/15)
• Snowdrift: $   
• Commissions: $             
• Interest: $ .69
• Total Income or Sources of Funds: $4805.09

Expenses or Uses of Funds for Operations:   

• Payroll: $4485.42  (12/31 payroll not run until January 6. Primepay replaced rep.)
• Professional:  $601.26
• Bank Fees: $159.59
• Software:  $    
• Postage, Shipping: $23.92
• Conferences/Conv: $1834.12
• Working Groups, Project: $     
• Meetings: $606.82
• Website Hosting:  $       
• Paypal $34.61

Total Expenses or Uses of Funds for Operations: $7745.74

Payroll Liabilities: $2713.92

Total Assets at End of Period: $33537.80

Major Contributions 2015:       

• Reoccurring sponsorship: $20000 invoiced 01/11/16 received 

Appendix B - Team Reports

Communications Team

• Notes from Marketing & Comm team meetings now archived, and made available to the Board.

Membership Team

Infrastructure Team

• retrieved old list archives (previously hosted at http://www.crynwr.com/) and integrated them into official mailman archives (see announcement)

Legal Team

Incubator/Projects Team

Appendix C - Review of new Affiliate Members

Internet Systems Corporation

View: Affiliate Agreement & Cover Letter

1. Currently recognized as a (or application submitted for) non-profit / not-for-profit (or equivalent) by the national government were organized.
   ✓ Included in Cover Letter and,
2. "In 2004 ISC changed its name to Internet Systems Consortium, Inc. ISC is a 501(c)(3) public benefit incorporated in the state of Delaware, with employees all around the world; having the legacy of global constituency." - https://www.isc.org/mission/
3. Mission statement describing purpose and goals.
   ✓ "Internet Systems Consortium, Inc. (ISC) is dedicated to developing software and offering services in support of the Internet infrastructure." - https://www.isc.org/mission/
4. Documentation formalizing organization, e.g. by-laws.
   ✓ (Bylaws available here, posted after meeting per Motion to approve)
5. Publicly available release of a product(s) or service(s).
   ✓ Multiple: BIND, ISC DHCP, Kea DHCP and others (https://www.isc.org/downloads/)
6. Use of an OSI approved open source license (software development projects only).
   ✓ Creators of OSI Approved ISC License (http://opensource.org/licenses/ISC), mentioned on website (https://www.isc.org/downloads/software-support-policy/isc-license/) in Cover Letter and, referenced in downloads (https://www.isc.org/downloads/)
7. Documented approach for participation by the public.
   ✓ Bug reporting (https://www.isc.org/community/report-bug/), contributor guide (https://www.isc.org/git/guidelines/)
8. An active community:
   1. Methods for current and interested individuals/organizations to join and participate in your community
      ✓ Multiple channels including, mailing lists, knowledge bases, code repositories, training (https://www.isc.org/community/), and events / conferences (https://www.isc.org/mission/webinars/ / https://www.isc.org/events/categories/conference/).
   2. Active participation from multiple contributors, i.e. individuals and organizations other than founders (contributions may be other than programming/technology)
      ✓ Multiple individual and corporate/community contributors (https://www.isc.org/ & https://www.isc.org/git/).
9. References from other open source projects, ideally a current OSI Affiliate Member.