2018 Spring Face to Face Board Meeting Minutes

Quorum reached and meeting called to order at 16:10 UTC.

Attendees

Board Members

1. Simon
2. Allison
3. Faidon
4. Josh
5. Vicky
6. Patrick
7. Chris
8. Molly
9. Richard
10. Italo
11. Carol

Guests

1. Mark Radcliffe, DLA Piper

Officer Reports

• Motion to approve minutes of April 12, 2018 (Patrick): 
• Treasurer's report (Josh), see Appendix A
  • Overall financial health of the organization is improving each year. 
  • With additional revenue coming into the organization, the Board has the opportunity to extend our engagement with and for the open source community, and must ensure any efforts are well aligned with our mission and mandate.
  • Income growth driven by Development Director engagement over anniversary year and by outreach related to open source & standards WG
  • Current risks to revenue include (as in every year) the ongoing contributions of our sponsors. To mitigate these risks, the OSI should work to develop deeper relationships, more frequent contacts, and opportunities to show how the OSI is delivering value on shared interests.
  • The OSI should maintain a reserve of $50,000.

Board Topics

• Consecutive terms for Board President
• Newly elected, serving as Secretary
• Conflict of Interest Policy,
  • Review suggested update as posted on wiki page.
  • Board signatures
• Introduction of "Organizational Development Proposal", and review / development of...
  • Vision
  • Mission
  • Core Values
  • Goals,
  • Strategies,
  • Objectives
  • Action Plans"
• Development of Performance Reviews

Membership Topics

• Establishment of Ambassadors / Local Chapters (Patrick)
• Alignment with Affiliates (SFC, GNOME, etc.)
• Proposed text change: https://docs.google.com/document/d/11afQ5cP3muYoXA59llINcwUViot4eGgWfPHpOLHZaIw/edit
  • Text has been reviewed by board; placement of text on webpage will be reviewed and published by Patrick
  • "Open source is..." statement must appear first on the homepage
• Affiliate Membership for Linux Australia, Inc.
• Affiliate Membership for Open Source Design
• Patrick to follow up with Open Source Design with concerns of Board.
• Affiliate Membership for Open Source Design
• Patrick and Faidon to follow-up with questions
• Marketing for potential affiliates in under represented continents such as Asia, Africa and LATAM

Communications Topics

• Master schedule of events and participation levels (Patrick)
• OSSNA, OW2, others...
• FORTUNE / OSI Partnership (Patrick)
• Meredith's Branded Content team creates about 150 sections a year for TIME, Fortune, or Money. The sections cover all manner of categories from health care and technology to diversity and philanthropy. To help the validity of these sections and to ensure they’re hitting the right buttons, Meredith partners with subject matter experts on the topics they’re covering.
• OSI will be able to guide Meredith on key themes and stories from opinion leaders and other authoritative voices to focus on for the piece, while their custom team of writers, editors and designers will construct the section. OSI will be highlighted as the sole association partner. As such, Meredith will interview an executive of OSI's choice for the section, and will guarantee coverage for OSI in the final story. Meredith will also put the OSI logo on the opening page of the section and publish the section at a minimum of 1 to 1 ad-to-edit ratio, so the more advertising support Meredith receives, the larger the physical section and the bigger the impact for OSI as the featured association.
  • Samples attached: CloudOfThings2.pdf, Wireless 5G.pdf, Fintech 4.17.pdf
• Report of Friday meeting with Ed Schauweker of Avid PR (formerly Agile PR)
• Discussion about topics to be leveraged for PR outreach in 2018 (and possibly beyond)
• SF Elections statement
  • Short summary: OSI can sign on as a "cosponsor" to an important campaign kick-off event the California Clean Money Campaign is organizing in support of open source voting for next Sunday, May 6?
  • Many city and state leaders are already to confirmed to be there and speak in favor, including State Assemblymember David Chiu, State Senator Scott Wiener, Assembly Speaker pro Tem Kevin Mullin, SF Board of Supervisors President London Breed, SF Board of Supervisors Budget Chair Malia Cohen, and former State Senator Mark Leno.
  • There would also be an opportunity for a representative of your organization to speak.
  • Background:
  • The California Clean Money Campaign, which is a statewide group, recently stepped up in a big way to help secure funding for San Francisco's open source voting project, both at the city level and also at the state level, with a possible $8 million in matching funds state budget request they helped kick-start.
  • They've organized a campaign kick-off for next Sunday, May 6 starting at 2pm in San Francisco's Mission District to help build support and continue the momentum. Here is a link to the flier: http://www.yesfairelections.org/content/pdf/events/flyer_opensource_kickoff_sf.pdf
  • They're looking to expand their list of organizational co-sponsors for the event. It doesn't really require much beyond getting permission to list the group's name. Full details on cosponsoring are in the co-sponsorship / endorsement form I've attached.

Fundraising Topics

Legal Topics

• Motion to approve (for Legacy Approval) Unicode Data Files and Software License
•     http://www.unicode.org/copyright.html#LICENSE Submission: http://lists.opensource.org/pipermail/license-review_lists.opensource.org/2017-November/003296.html
• Discussion about OSI GDPR policy
  • DLA Piper will engage and advise post-May 22
• Archived License List

Incubator/Project Topics

• ClearlyDefined update; next 6 months discussion

Next Board Meeting

The next OSI board meeting is scheduled for June 21, 2018 at 18:30 UTC

Meeting adjourned at 4:30pm Pacific

Motions

Motion (Simon): Approve and post the meeting minutes of  https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20180412DraftMinutes.

Second: (Allison).

Discussion: None

Vote: 10 Yes; 0 No; 1 Abstain.

Motion (Carol): To establish a standing committee, formed of the active officers of the corporation, in order to conduct the business of the board between meetings.

Second (Patrick).

Discussion:

Vote: 11 Yes; 0 No; 0 Abstain.

Motion (Josh): To prescribe officer duties in addition to those defined by the Bylaws as follows: CFO to be responsible for financial forecasting and planning, process management, and setting and following a budget; Secretary to be responsible for managing board elections.

Second (Simon).

Discussion:

Vote: 11 Yes; 0 No;  Abstain.

Motion (Molly): In addition to responsibilities defined in the Bylaws, the President may delegate to any Vice President any responsibility currently prescribed to the President.

Second (Patrick).

Discussion:

Vote: 11 Yes; 0 No; 0 Abstain.

Motion (Simon): Elect Josh Simmons as CFOSecond (Vicky).

Discussion:

Vote: 11 Yes; 0 No; 0 Abstain.

Motion (Simon): Elect Carol Smith as Board Secretary

Second (Vicky).

Discussion:

Vote: 11 Yes; 0 No; 0 Abstain.

Motion (Josh): Elect Italo Vignoli as Board Assistant Treasurer

Second (Vicky).

Discussion:

Vote: 10 Yes; 0 No; 1 Abstain.

Motion (Allison): Elect Vicky Brasseur as Vice President

Second (Italo).

Discussion:

Vote: 10 Yes; 0 No; 1 Abstain.

Motion (Josh): Approve Linux Australia, Inc. as a User Group Affiliate

Second (Vicky).

Discussion:

Vote: 11 Yes; 0 No; 0 Abstain.

Motion (Carol): Elect Simon Phipps as President

Second (Vicky).

Discussion: 

• Candidates were afforded 5 minutes to present platform (Candidates were given overnight to prepare platform)

• Secret ballot was administered

• Golf clap was administered

Vote: 11 Yes; 0 No; 0 Abstain

Motion (Richard): To approve (for Legacy Approval) Unicode Data Files and Software License

Second (Simon).

Discussion:

Vote: 11  Yes;  0 No; 0  Abstain.

Motion (Josh): To give Patrick a 12% cost of living increase effective May 1 (not retroactive).

Second (Molly).

Discussion: Amount reflects fact this is the first raise since hiring

Vote: 10 Yes;  No; 1 Abstain.

Motion (Josh): To collapse the terms "Working Groups" and "Incubator Projects" into the term "Project".

Second (Faidon).

Discussion: 

• Need term for the program

• Need a director to provide some oversight of projects on an ongoing basis: Molly (and Molly to follow-up on action items)

• Need a definition of a participant in good standing

Vote: 11 Yes; 0  No; 0 Abstain.

Appendix A - Treasurer's Report As of May 31, 2018

Total Assets at Beginning of Period (05/01/18): 

Revenue or Sources of Funds

• Contributions: $50,768
• Memberships: $600
• Interest: $2
• Commissions: $0

Total Revenue or Sources of Funds: 

Expenses or Uses of Funds

• Compensation: $10,094
• Fundraising Expense: $2,550
• Legal & Professional Fees: $1,369
• Office Expenses: $285
• Program Service Expense: $500
• Promotional Expense: $97
• Travel & Entertainment: $10,002
• Other Expenses: $280

Total Expenses or Uses of Funds: $24,176

• Change in Cash: 
• Change in Accounts Receivable: 
• Change in Accounts Payable: -$5,249
• Other (Reclasses): -$69

Total Assets at Beginning of Period (05/31/18): $184,376

Major Contributions in the last 12 months:

(1) Additional data requested on PO 04/18
(2) Issues with Sponsor's payment process, which is in the process of being corrected
(3) Submitted to Previous Sponsors’s online procurement system 04/12/18

Appendix B - Team Reports

Communications Team

Membership Team

Membership qualifications for Linux Australia, Inc. (Affiliate Agreement & Letter of Introduction + Qualifications)

1. Founding documentation formalizing organization, e.g. by-laws.
   ✅ Linux Australia is incorporated as an Incorporated Association in the state of New South Wales, Australia. Their Australian business number (ABN) is ABN 56987 117 479. A certificate of incorporation can by provided if required, however an easier way to validate this information is via an ABN lookup:
   https://abr.business.gov.au/SearchByAbn.aspx?SearchText=56%20987%20117%20479
   ✅ Linux Australia's Constitution can be found at: https://linux.org.au/constitution
2. Association memberships, partnerships, etc. (if applicable) with international, national, professional and/or affiliated organizations.
   ✅ auDA - the Australian domain name authority - a member in the Demand Class, APNIC - organisational member, WordPress Support PLC - Memorandum of Understanding signed in 2017
   Organisational membership of EFA - Electronic Frontiers Australia - is currently being negotiated (as EFA’s constitution is currently being amended to allow organisational memberships.
3. Mission statement describing purpose and goals.
   ✅ Linux Australia provides a​" Statement of Values​" (https://linux.org.au/values) and "About" section (https://linux.org.au/about) with general information related to purpose.
4. Publicly available release of a product(s) or service(s).
   ✅ Linux Australia minutes, events and activities are publicly released on thier website, ​ https://linux.org.au​ , and are publicly documented in our ​annual report​ .
5. Documented approach for participation by the public.
   ✅ Linux Australia’s key decisions are posted to the mailing list ​ linux-aus​ (http://lists.linux.org.au/mailman/listinfo/linux-aus), which serves as a feedback
   mechanism. Feedback is actively sought by the Linux Australia Council via email to
   [email protected]​, and key documents are also available on ​ Linux Australia’s GitHub​ (https://github.com/linuxaustralia/).
6. An active community:
   1. Methods for current and interested individuals/organizations to join and participate in your community
      ✅ Linux Australia’s membership numbers are fluid, due to the ageing of our membership system, but are somewhere around 3500. Linux.conf.au regularly hosts over 600 delegates, and Pycon AU is around 350 delegate mark. Linux Australia membership is free, and simply requires filling out a form to join.
   2. Active participation from multiple contributors, i.e. individuals and organizations other than founders (contributions may be other than programming/technology)
      ✅ Linux Australia hosts several ​ subcommittees​ (https://linux.org.au/sub-committees), who work towards a specific goal or outcome.
7. References from other open source projects, ideally a current OSI Affiliate Member.
   ✅ Available upon request.

Fundraising Team

Infrastructure Team

Legal Team

Incubator/Projects Team