OSI Board Meeting Minutes, 2019 Spring Face to Face

Minutes of a meeting of the Board of Directors of the Open Source Initiative held in person in New York, NY, USA on May 6-7 2019.

Quorum

Quorum was reached and the meeting called to order May 6, 2019 at 13:45 UTC.

The meeting reconvened on May 7, 2019 13:23 UTC

Attendees

Board Members

• Pam Chestek
• Elana Hashman
• Carol Smith
• Chris Lamb
• Hong Phuc Dang
• Faidon Liambotis
• Patrick Masson
• Simon Phipps
• Molly de Blanc

Regrets

• Christine Hall

Guests

• Mark Radcliffe (May 6th)

Officer Reports

Secretary's Report (Carol)

• Motion (Carol): Approve and post the meeting minutes of April 11, 2019
• Second (Simon).
• Discussion: None
• Vote: 10 Yes; 0 No; 0 Abstain.

President's Report (Simon)

• Simon reported on his meeting with with GitHub.

Treasurer's Report (Josh)

• See Appendix A.
  Don't have April report in yet due to resource conflicts
  [Patrick added the report on Nov. 2, 2019]
• A repository of all monthly financial statements is available
• Introduced current budget that has been reviewed by Josh, Phyllis, and Patrick (Phyllis is really great). Compared to previous 2018 budget.

General Manager Report

• See Appendix B  - Reports, General Manager Report

Patrick to-dos:

• There is interest in creating a set of conference materials for Europe.
  • Extra roll-up poster for Europe, stickers, etc.
  • Patrick should explore the options.
• Review mailing list targeting.
• Shared GDrive folder to hold reusable collateral

Board Topics

• Elect Officers (President, VP, Secretary, CFO, Deputy Treasurer)
  • Nominations for 2019 - 2020 officers:
    • President - Molly, Josh
    • Secretary: Simon 
    • Assistant secretary: (none)
    • CFO: Hong
    • Assistant treasurer: Josh
    • Vice President - Elana, Josh (we will elect only one VP)
  • Motion (Pam): Appoint Molly as President.
    • Second (Josh).
    • Discussion:
    • Vote: 9 Yes; 0 No; 1 Abstain (Molly).
  • Motion (Elana): Appoint Simon as Secretary.
    • Second (Chris).
    • Discussion: Simon generously volunteered. Expectation Simon will not complete year in this role.
    • Vote: 10 Yes; 0 No; 0 Abstain.
  • Motion (Josh): Appoint Hong as CFO
    • Second (Simon).
    • Discussion:
    • Vote: 10 Yes; 0 No; 0 Abstain.
  • Motion (Chris): Appoint Josh as Assistant Treasurer
    • Second (Simon).
    • Discussion: Josh agreed to serve as a mentor to the new CFO.
    • Vote: 10 Yes; 0 No; 0 Abstain.
  • Motion (Elana): Appoint Josh Vice President
    • Second (Carol).
    • Discussion:
    • Vote: 9 Yes; 0 No; 1 Abstain (Josh).

• Overview for new Board Directors on history of OSI governance structure and process.
  • Simon provided a historical retrospective of how OSI governance transitioned from a self-appointed to elected board. Simon also offered some insights on the reationale for the transitions nd some possible issues moving forward. Specific points included:
    • Eric Raymond was co-founder and is currently recognized, like all former board directors, as "Emeritus Members."
  • The board moved from an appointed board to a board composed of directors drawn from ("elected by") affiliates and individuals members.
  • Election process has its particular algorithm for historical reasons
    • Term limits of 2 years for individual directors and 3 years from affiliate directors and 6 years consecutively; 1 year gap before you can run again.
  • Patrick was hired in October 2013 and serves as ex-officio board member.
  • There is a potential for capturing the board, by someone willing to pay (many) for individuals to vote.
    • For example, a company or foundation flooding the individual membership with their employees / members.
  • Considering the electorate may not appreciate the needs (skills, expertise) of the board/OSI, the board may wan tto cionsider changing 1-2 board seats to be appointed rather than elected
    • This would mean holding a number of seats that won't stand for reelection or add two seats to the board?
    • Seats would still be term-limited
  • Some discussion was held among the board directors around deferring such a decision until next election/board meeting.
• A general discussion was held to review the process for Board elections.
  • A possible new approach was discussed: voting algorithm - https://www.debian.org/vote/2019/vote_001
  • The current software used b the OSI (Helios) doesn't support the above example.
  • Patrick voiced concerns about Helios' sustainability--the OSI has no guarantee that the Helios server (remotely manged) will be available for future elections.
  • Other voting processes, and other voting tools require more investigation.
  • Board to identify voting methods we'd like to explore and have Patrick investigate software that supports.
• The Board then moved to discussions around the current elections process.
  • Several issues were raised...
    • Close eligibility for candidacy before nominations open?
    • Eligibility to vote ends before voting starts?
    • Ok to join during the selection period?
    • Not ok to join during during voting period?
    • Close voting rights prior to poll opens?
    • Elect substitutes to serve out terms ended early rather than to new terms?
• The board also discussed ideas to increase voting / participation.
  • Give individual memberships to members of Affiliates?
• Patrick explained that the OSI currently uses the elections to drive membership: the membership drive runs at the same time as the elections process, "join today so you can vote in the elections."

• Simon introduced a proposal on elections, nominations, and voting.:
  • Only individuals and affiliates who are members at the time voting opens may vote.
    (Currently the OSI allows new members who join during the voting period of an election to vote.)
  • Organizations which are approved as Affiliates on January 1 prior to the indicative election may nominate one candidate.
    (Currently an Affiliate member who joins during the nomination process, make nominate a candidate.)
  • Individuals who are members at the time nominations open may be nominated for the Individual Election
  • Vacancies are filled at the next indicative election by electing a person for a full new term, not by serving out the vacant term
  • (topic tabled when OSI General Counsel, Mark Radcliffe, arrived)
  • Motion (Simon): Only individuals and affiliates who are members at the time voting opens may vote.
    • Second (Pam).
    • Discussion: 
    • Vote: 10 Yes; 0 No; 0 Abstain.
  • Motion (Simon): Only organizations that are approved as Affiliates one week prior to nominations opening may make nominations. 
    • Second (Faidon).
    • Discussion:
    • Vote: 10 Yes; 0 No; 0 Abstain.
  • Motion (Simon): Only one nomination per Affiliate will be accepted.
    • Second (Chris).
    • Discussion:
    • Vote: 8 Yes; 1 No; 1 Abstain.
  • Motion (Simon): Only individuals who are members one week prior to nominations opening may be nominated for the Individual Election.
    • Second (Josh).
    • Discussion:
    • Vote: 10 Yes; 0 No; 0 Abstain.
  • Motion (Simon): Vacancies are filled at the next advisory election by electing a person for a new full term, not by serving out the vacant term.
    • Second (Elana).
    • Discussion:
    • Vote: 10 Yes; 0 No; 0 Abstain.
  • Motion (Simon): A person may only be nominated to run for a single seat in any advisory election.
    • Second (Faidon).
    • Discussion:
    • Vote: 10 Yes; 0 No; 0 Abstain.

• Overview of Board operations, committees and structure.
  • The Board reviewed member team assignments (membership, communications, etc) for the current and proposed Board Committees.
  • It was suggested that a Employment/Staffing committee be formed.

• Framework for addressing license and role controversies was discussed.

• Budgeting
  • The 2019 sponsor prospectus was introduced

• Directors & Officers (D&O) liability insurance
  • Patrick will continue to search for options.

• The Conflict of Interest Policy was reviewed for new directors.

• Mission and Goals
  • This 2019 annual plan was introduced and discussed
    • Next year's planning will occur again at the Fall 2019 meeting.
    • Discussions over longer term planning, e.g. five years, was discussed.
  • The OSI's general mission was reviewed, raise awareness of open source and adoption of open source.
  • License review process was discussed. Noted that this is understood by many as the OSI Board's main activity, however the work is actually delegated to the License Review Committee. Is the process understood by those outside the OSI and OSI community?
  • A discussion took place over the language, "software freedom" and "user freedom" and the OSI's use of each.
  • A discussion took place to better articulate the values the  OSI provides to the community (how we become more relevant). Faidon asked what role the OSI should play regarding license enforcement and the use of the "open source" label? 

• General counsel visit.
  • Board entered into executive session.

• Next Face-to-Face Board Meeting
  • Suggestion was made that the Fall Face to Face meeting be held in Europe (Berlin?)
    • Reserve November 4-7 2019
    • A suggestion was made for the meeting to be three days instead of two

Membership Topics

• Overview of membership categories and how we got here by Simon and Patrick.

Communications Topics

• The press list membership was discussed.
• The idea of extending engagement with global events/conferences to influence programs in OSI interests was introduced by Patrick
• Patrick reviewed the OSI mailing lists, membership, and current participation.

Fundraising Topics

• Overview of Sponsorship and how we got here was provided by Simon and Patrick.

Legal Topics

• Overview of License-{discuss, review} process and how we got here was provided by Simon.
• Global legal issues on open source label, and licensing actions, was discussed.
• Proposal to enforce moral rights and market confusion of the "Open Source" label was introduced.
• Motion (Carol): Appoint Pam as License Review Chair
  • Second (Elana).
  • Discussion: With support from a committee Elana, Chris, Simon
  • Vote: 9 Yes; 0 No; 1 Abstain (Pam).
• Motion (Patrick): Appoint Board Licensing Committee
  • Second (Carol).
  • Discussion: Members: Elana, Chris, Simon, chaired by Pam. No delegated Board powers, Committee to prepare recommendations to the Board on license approvals and process
  • Vote: 10 Yes; 0 No; 0 Abstain.

Infrastructure Topics

• Infrastructure Overview was provided by Patrick

Incubator/Project Topics

• Overview of Incubator and how we got here provided by Simon.
  • Working Group graduation process and purpose.
    • Patrick noted there is no fixed time required for graduation in the process.
    • Hong raised concerns that a graduating project may not have a high enough profile in the industry.
  • Simon suggested making working groups a permanent OSI project this year (rather than graduation) - can the project make a proposal?
  • ClearlyDefined overview and status
    • Carol gave an introductory overview of the ClearlyDefined project
  • Standards WG overview and status
    • Simon gave an introduction and overview of the Standards project
  • Motion (Simon): Appoint Board Standards Committee
    • Second (Carol).
    • Discussion: Members will be Simon, Pam, Josh, Delegated Board powers:  Devise and promulgate Board position on topics relating to standards, Chair to be appointed by Committee
    • Vote: Yes: 9, No: 1 (Faidon), Abstain: 0.
  • Motion (Pam): Appoint Membership Board Committee
    • Second (Faidon).
    • Discussion: To cover both Affiliate and Individual members. Responsibility for devising and supervising strategy to increase membership and to deliver value to members. Members: Elana, Hong, Josh. Chair, Elana.
    • Vote: 10 Yes; 0 No; 0 Abstain.
  • Motion (Josh): Appoint Fundraising Board Committee.
    • Second (Hong).
    • Discussion: Responsibility for devising fundraising strategy outside of membership activities. Members: Josh, Molly, Elana, Observer: Nick, Chair to be appointed by Committee
    • Vote: 10 Yes; 0 No; 0 Abstain.
  • Motion (Simon): All Board Committees previously in existence and not noted in the minutes for this meeting are considered dissolved, apart from the Standing Committee.
    • Second (Faidon).
    • Discussion:
    • Vote: 10 Yes; 0 No; 0 Abstain.

Executive Session commenced 16:00 (without Patrick)

Next Board Meeting

• The next OSI board meeting is scheduled for June 14 2019 at 08:00 PDT

---

Appendix A - Treasurer's Report

Treasurer's Report For the Month Ending As of April 30, 2019

Total Assets at Beginning of Period, 04/01/19: $534,644

• Revenue or Sources of Funds
  • Contributions: $2,646
  • Memberships: $720
  • Interest: $10
• Total Revenue or Sources of Funds: $3,387

• Expenses or Uses of Funds
  • Compensation: $10,527
  • Fundraising Expense: $1,500
  • Legal & Professional Fees: $1,645
  • Office Expenses: $3,281
  • Program Service Expense: $20,000
  • Promotional Expense: $387
  • Travel & Entertainment: $3,417
  • Other Expenses: $262
• Total Expenses or Uses of Funds: $41,019

• Change in Accounts Receivable: $1,250 Bruce Perens 02/19 invoice
• Change in Accounts Payable: $227 Adjustments to periods < 04/19
• Other: $0

Total Assets at End of Period, 04/30/19: $498,489

Appendix B - Reports

General Manager's Report

• Operation's Assistant
  • Focusing on social media, blogging, press releases
• Development / Fundraising Director
  • Status of fundraising efforts to date
  • Prepared OSCON contact sheet to generate leads
  • Distributed 2019 prospectus to each lead
  • Distributed 2018 Annual Report to each lead
• Infrastructure
  • Web maintenance
    • Gandi shut down
• Membership
  • 16 new members
    • Focus on new regions (non-US, Europe)
    • Current affiliate memberships are available on the OSI website and wiki
  • 472 total
  • 1180 all time members
  • 8 new affiliates
  • Several prospects
• Education
  • Academic Programs
    • Brandeis, Cornell
    • University of Skövde
    • LPI (Rhyme)
• Board Meeting Planning
  • Sidebar
• Conference planning
  • LFNW
  • Comcast
  • Percona
  • Open Source System
  • Oscon
  • CLS
• Trademarks
  • Certificate of Registration, Benelux Office of Intellectual Property, Nov. 8th, 2012 - 2022
• Communications
  • Social Media: https://analytics.twitter.com/user/OpenSourceOrg/home
  • Lists
  • Wiki gardening
    • Content growing, many pages abandoned (due to new policy/practices), not up to date.
    • Migration and maintenance may be possible through new features / functionality
    • Seeking guidance from XWiki