2018 Fall Face to Face Minutes

Board Members

• Chris
• Carol
• Faidon
• Simon
• Italo
• Patrick
• Molly
• Richard
• Josh

Sent Regrets

• Vicky
• Allison

Officer Reports

Motion (Carol): Approve and post the meeting minutes of September, 2018: https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20180913DraftMinutes

Second ().
Discussion:
Vote: 0 Yes; 0 No; 0 Abstain.

Motion (Carol): Approve and post the meeting minutes of October, 2018: https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20181011DraftMinutes
Second ().
Discussion:
Vote: 0 Yes; 0 No; 0 Abstain.

• Treasurer's report (Josh), see Appendix A

• $25k in checking; $325k in savings

• $127k for ClearlyDefined

• Commissions to Nick have all been paid out

• No outstanding payables or unpaid reimbursements

• Nick has contacted all our current sponsors about renewals

• November start of fundraising membership drive

• Policy items from Phyllis to discuss later

• President's report:

• Simon feels like he hasn't stopped moving for a month and a half

• Events:

• DevRelCon

• Freenode Live

• Mozfest

• A few potential sponsors

• DINAcon

• Speck & Tech

• Mindtrek

• Representation:

• INRIA/UNESCO software as a heritage item

• Expert report and call to action for UNESCO members

• UK government DMCS - software profession

• Practice of software in UK a professionally chartered activity - terrible idea

• Recruitment of sponsors

• Standards activity

• ETSI Membership progression

• Paid first installment of fee entitles us to be on ballot in Dec

• Hopefully approved en masse in Dec

General Manager Report

• OSI staff "To Do" list.

Board Topics

• Action Item Review https://docs.google.com/spreadsheets/d/1YUWUlRqcPGqxRXwAUwpYI8Pmf3SDDlHZZHwsJjPobXA/edit#gid=0

   - https://opensource.stackexchange.com/a/7523 Fairly good summary of the SSPL situation by https://lukasatkinson.de/about/

• Review of 2017 990 tax filings

• Phyllis has not responded on final change - waiting on her

• Should we expect a Schedule J?

• Annual planning process https://wiki.opensource.org/bin/Operations/Annual+Planning+Process/2019+Annual+Plan/

• Introduction & discussions

• Define org goals for 2019 (relevant for planning session)

• Planning session

• Affiliate buy-in

• Expansion of membership

• Affiliate member outreach

• Individual membership opportunity for affiliate members

• Affiliate member meetings

• Hire someone to review CoC?

• Inventory of projects & team assigments

• Policy director position and facilitator for Standards activities to be discussed in hiring

• Board elections

• Clean up / define expectations for new Board members

• Use page for reference for board elections

• Page link - https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Responsibilities+of+the+Board/

• Cleanup of doc - asynchronous

• Announce elections at beginning of year; Elections start Feb 2

• Draft by Dec 6

• Aim to approve at Dec board meeting

• Inventory of projects / team assignments

• Incubator projects all have staff contact

• Conflict of Interest Policy update (https://wiki.opensource.org/bin/Main/OSI+Operations/OSI+Staff/Conflict+of+Interest+Policy/

• Proposal from Phyllis? - do we need to approve?

• Patrick will send proposed text change to Phyllis; if she agrees we need a board vote to approve and if approved will all review and sign

• Will contact Mark for legal advice as well

• Staff(ing) / org dev updates

• Jessica is back - taking up day-to-day activities, Twitter, membership management cards, first blog post

• Phyllis has implemented When I Work for time tracker and payroll management (part of Rippling tool set)

• Nick is awesome and undaunted

• Timelines for lead generation, sponsorships for end of global tour, and for opensource.net advocacy work

• Now that we have Jessica onboard having Patrick spend more time on education advocacy

• Hiring people to work on affiliate relationships/membership engagement/possibly other duties

• Authority of OSI discussion

• license-review and license-discuss currently facing questions about people being about to make their own licenses; question OSI authority

• Areas where we need to act:

• Affiliates

• Review of license review process

• Expansion of memberships

• API copyright (Josh)

• Amicus brief for the Google/Oracle lawsuit in the Supreme Court

• Would OSI be interested in discussing more?

• Board would like to know who would be writing the brief

• Previous brief: https://www.eff.org/document/osi-amicus-support-petition-writ-certiorari

• What we would be asked to assert?

• Given the previous scope of our support we'd be willing to revisit the discussion

• OSI event in Feb ("computer museum") - not discussed

• Portfolios https://wiki.opensource.org/bin/Main/OSI+Operations/

• Adminstration - Simon

• Communications team - Italo

• Fundraising - Molly

• Incubator/working groups - Carol

• Infrastructure - Faidon

• Legal - Richard

• Membership (Individual) - Vicky

• Membership (affiliate) - Italo

Membership Topics

• Affiliates conference call before the end of 2019

• Italo will send out email that's ready after the meeting and will decide a day in December for the call

• Regular quarterly calls during 2019

• Getting more affiliates in Africa and Asia

• Taking a more relaxed stance around who qualifies as an affiliate org (e.g. makerspaces)

• Planning event potentially in Japan and maybe more in Asia

• Maker spaces are welcome as affiliates

• Include this in our annual plan

• Discuss Open Design and OpenLabs applications

• Italo will ask them to formally apply as Affiliates

• Membership drives with affiliates

• Allowing Affiliate members' members join the OSI gratis?

• Drupal, Debian & Python are interested

• Infrastructure: identifying members and normalizing across organizations

• This is included in CiviCRM support proposal

Communications Topics

• Review of OSI CoC

• https://opensource.org/codeofconduct

• https://opensource.org/codeofconduct/licensing (identical to the above, remove?)

• https://wiki.opensource.org/bin/Operations/Infrastructure+Policies/Code+of+Conduct+for+OSI+Wiki/

• Move CoC out of "Beta."

• Has been moved out of beta

• Assign CoC moderators - on annual review planning process

• Review mailing list moderators

• Hire someone to review CoC? - annual planning process

• Signing onto other political actions/statements rubric

Motion (Patrick): Approve language for OSI's rubric for signing onto campaigns.

Second (Simon).

Discussion:

• OSI will sign on to campaigns that directly affect its core mission. Issues that affect:

• Developers's ability to exercise the freedoms given to them under OSI-approved licenses, 

• Open source communities' ability to function freely and issues 

• the freedom of users to obtain and use software under OSI-approved licenses 

• would all qualify.

Vote: 9 Yes; 0 No; 0 Abstain.

Fundraising Topics

• Sponsor tiers and rates (Josh)

• Add more tiers for sponsors with higher revenue OR raise our rates?

• Add additional sponsorship opportunities for specific activity areas e.g. Standards

• Two more tiers (if you pay the suggested amount based on your revenue, no matter your tier, you are a premier sponsor) - 

• >$1 billion in revenue - $50k

• >$10 billion in revenue - $100k

• Fundraising from 501(c)(6) affiliates (Josh)

• Annual Fundraising (Giving Tuesday through Dec. 31, 2018

• FYI

• Retweet and do any promotion you'd like

Legal Topics

• License committee status report posted to license-review http://lists.opensource.org/pipermail/license-review_lists.opensource.org/2018-November/003822.html

• Proposed rejections (do we want to have formal rejections at all):

• Convertible Free Software License, Version 1.1

• Very badly drafted, confusing; gist is that it gives "original authors" privileged relicensing power over contributions

• Decision: "Withhold approval pending redrafting"

• YetiForce Public License 3.0

• Gist: MIT license with requirement to register with YetiForce company

• Decision: "Reject"

• License Zero Reciprocal Public License (latest submitted draft)

• "If you run this software to analyze, modify, or generate

•      software, you must release source code for that software."

• No decision - submitter has withdrawn

Motion (Richard): Enact decisions on licenses as stated above.

Second (Simon).

Discussion:

Vote: 9 Yes; 0 No; 0 Abstain.

• Broader issues - OSD, use of OSD to justify recent license submissions

• OSI's authority around licensing and "open source" - discussed above

• Reviewing license review process - add umbrella statement?

• Policy on naming variants for licenses (0BSD)

• Proposed name change for Free Public License 1.0.0 : "Zero-Clause BSD"

• Explain rationale for the decision and use as precedent, rather than make a formal "policy statement"

Motion (Richard): Approve renaming of Free Public License 1.0.0 to "Zero-Clause BSD".

Second (Patrick).

Discussion:    Posting on opensource.org to include a clarification that this license is not a derivative of BSD, it's a derivative of ISC

Vote: 9 Yes; 0 No; 0 Abstain.

• Review mailing list moderators for license-review and license-discuss

• College of moderators - Vicky, Richard, Simon

• List administrators - Simon

• List moderators - Richard, Vicky, Simon

• License review tools reform  https://wiki.opensource.org/bin/LicenseReviewToolRequirements/

• Review tools as part of hiring of person to manage license report management

• Tool may have social as well as practical consequences

• Tool may be made available for use for public discussion prior at application for approval

• Proposed license review process:

• * Submission on date D according to stated procedure

• * License is ripe on D+60 (or earlier if that's obvious)

• * If discussion of the fit of the license to the OSD has not quiesced, defer for +30

• * Approve if discussion approves and Board believes license guarantees software freedom

• * Reject if Board believes license cannot be remedied to guarantee software freedom and/or discussion rejects license for material reasons and/or the license is technically inadequate (e.g. poorly drafted, duplicative etc) and/or too many revision cycles have been needed

• * Withhold approval if rework is required and submitter appears willing & able to remedy (revised version becomes ripe at D'+30)

Infrastructure Topics

• Who is maintaining https://github.com/OpenSourceOrg/licenses - paultag

• When board has a new license we need to notify him to update; Patrick will update Paul

• Patrick will get Nick to create a system that uses the GitHub data as the canonical origin for the License pages on opensource.org

• CiviCRM 

• quote for creating our membership portal which would allow members to manage their own content including credit card information and provide in some way to add members from other organizations

• membership portal

• Data/contact management

• $3800 for initial implementation and then an additional $3k for more work
• GDPR compliance person/contact?

Motion (Patrick): Approve Patrick to spend up to $15k for CiviCRM and GDPR implementation
Second (Carol).
Discussion:
Vote: 9 Yes; 0 No; 0 Abstain.

• OSI invited to test libreoffice online? - invite from TDF

• TDF offered to provide a Nextcloud + LibreOffice Online instance to OSI at no charge

• Board is pleased to accept the offer

Incubator/Project Topics

• Standards Project status

• Promote https://ec.europa.eu/jrc/en/science-update/consultation-open-source-software-and-standardisation to members & affiliates?

• Likely about to join ETSI but should know one way or the other by end of Dec

• Jan/Feb after word from ETSI on approval/disapproval we should revisit this

• Policy director position and facilitator for Standards activities to be discussed in hiring

• PublicCode status

• Moving PublicCode repository to OSI GitHub

• Had first conference call in September

• Different implementations of standards in different repos and then collapse in github.com/opensourceorg as a neutral repo

• Creating another repo in github; Italo to administer

• 6 months of work around policies and governance and then bulk of work after that

• Italo will continue to circulate minutes and report to board

• ClearlyDefined update

• 9 months into project & all the software needed has now been built

• Now building a curation community

• Next steps will be to get companies to build use of data into their workflow

• As companies come on board they will be asked to contribute to the upkeep of the project at OSI

• Project inventory

• Prepare for FSFE meeting

• Meeting with 6 members of FSFE on Thursday

Review of Timeline

• Revisit annual goals (Josh) EXCERPT FROM EMAIL THREAD. SUBJECT: Top goals for 2018-2019. DATE:  May 5, 2018

• 1. HR structure: Performance reviews, hiring committee, firm plans for hiring for this year

• 2. Membership engagement: open/increase outbound communication, solicit feedback & assistance, foster membership community & communication

• 3. License list pruning

• Planning Timeline

Next Board Meeting

The next OSI board meeting is scheduled for...

Meeting adjourned at...

Motions

Motion (): Approve and post the meeting minutes of __________ .
Second ().
Discussion:
Vote: 0 Yes; 0 No; 0 Abstain.

The next OSI board meeting is scheduled for December 13, 2018

The next in-person board meeting is in New York on May 6-7, 2019

Meeting adjourned on Tuesday Nov 13 at 17:21 UTC

Re-convened November 14 at 9:14 UTC

Meeting formally adjourned on Wed Nov 14 at 14:44 UTC

Appendix A - Treasurer's Report

Treasurer’s Report as of October 31, 2018

Total Assets at Beginning of Period (10/01/18): $430,700

Revenue or Sources of Funds

Contributions: $1,917

• Memberships: $680
• Interest: $10

Total Revenue or Sources of Funds: $2,606

Expenses or Uses of Funds

• Compensation: $10,097
• Legal & Professional Fees: $2,121
• Office Expenses: $118
• Program Service Expense: $20,000
• Promotional Expense: $604
• Travel & Entertainment: $2,575
• Other Expenses: $478

Total Expenses or Uses of Funds: $36,042

Change in Cash

• Change in Accounts Receivable
• Change in Accounts Payable: -$17,149
• Other: $186 ETSI Dues, Employee Advance

Total Assets at Beginning of Period (10/31/18): $380,301

Appendix B - Team Reports

Board Action Items

• Google sheet with current items and status.

Communications Team

Membership Team

Fundraising Team

Infrastructure Team

Legal Team

Incubator/Projects Team