OSI Board Meeting Minutes, Friday, August 16, 2019

Minutes of a meeting of the Board of Directors of the Open Source Initiative held via Jitsi conferencing on Friday, August 16, 2019.

Quorum

Quorum reached and meeting called to order at 17:10 UTC.

Attendees

Board Members

• Simon Phipps
• Faidon Liambotis
• Elana Hashman
• Pam Chestek
• Josh Simmons
• Molly de Blanc
• Patrick Masson
• Chris Lamb (at 16:30 UTC)

Guests

Expected, but Not Present

• Christine Hall

Sent Regrets

• Hong Phuc Dang

The meeting was called to order at 15:07 UTC

Officer Reports

• Agree to agenda, and Declaration Of Interests (Simon)
  • No declarations

• MOTION (Simon): Approve minutes of OSI Board Meeting June 14 2019
  • Second (Molly).
  • Discussion:
  • Vote:  5 approve  0 oppose  2 abstain
• Minutes of Standing Committee Meeting July 22 2019 were introduced

President's Report

• Linux Foundation (Mike Dolan)
• Discussed OSI using the phrase "Source Available" to describe non-approved licensing

Treasurer's report

see Appendix A

General Manager Report

Patrick provided a report of his and the organization's activities. Details can be reviewed in Appendix C below.

Board Topics

• Staffing Committee report (Josh)
  • Goal: proposal for future org chart for presentation at Berlin F2F, with job descriptions
• Appoint director to fill vacant seat (Patrick)
  • Patrick introduced discussions on filling the vacant board seat until a new director could be elected in the upcoming election. Elana asked if it might be appropriate to also consider a current seat from a non-attending director for appointment? As both seats in question were "Individual Member seats" i.e. directors elected by the OSI Individual Membership, this would leave an unbalanced allocation of Affiliates seats (five) to Individuals seats (three), so it was discussed converting the next vacant Individual seat into Affiliate seat. Simon pointed out that this--appointing members now for the two individual seats, would result in no public election in 2020. Elana suggested reallocating a seat in 2021 election.
  • ACTION: Molly will ask Christine if she is considering standing down given she has missed all meetings since being elected.
  • ACTION: Patrick is tasked by the board to create short list for an appointee based on needed Board skills rather than public recommendation for the remainder of the current vacant term.  (Patrick to create list, Board to propose people to include)
  • Board intends to conduct a search to appoint an individual to the vacant board seat for the remainder of the elected term (until Apr. 2021).

Membership Topics

• Membership Committee report (Elana)
  • June affiliate call update (July 31)
  • Membership communication role description update (to be referred to Staffing Committee)
  • Reference: agendas and minutes for the committee (in wiki)
  • Will bring proposal for restructuring affiliate memberships to Berlin F2F

Communications Topics

• Molly provided an update on interest from an OSI member on the creation of a Public Sector working group.
  • The working group would be US-focussed
  • Concern from several board directors was voiced over resourcing appropriately as public policy work requires expertise outside the staff and the Board
  • Topic tabled.

Fundraising Topics

• Patrick provided the current status of the OSI's sponsorship efforts including a list of current sponsorship leads and those who have committed to date.

Legal Topics

• Status of D&O insurance? (Patrick)
  • Patrick informed the board of his and the Controller's progress. Several candidate insurers know by the Controller were approached but found unsuitable (cost). Still in progress.
  • As of Aug 13, 2019, COntroller reported:
    • Currently in contact in two different nonprofit insurance companies.
    • Have an application from another local to Controller, independent broker to fill out.
    • Patrick put in a request with NY Council of NonProfits
      • Hope to have 3 or 4 numbers to compare.
      • Looking for information about live events over the next year: two of the insurance folks can often bundle coverage for separate events with our general policy.
  • Board requests continued work to secure insurance.
• Licensing Committee update (Pam)
  • Pam advised the board of ongoing moderation issue with the mailing list.
  • Cryptographic Autonomy License Version 1.0 license submitted for approval.
    • Motion (Pam): The Board of the Open Source Initiative withholds its approval of the Cryptographic Autonomy License Version 1.0 as an Open Source Initiative Certified license.
    • Second (Elana).
    • Discussion: None.
    • Vote: 7 Yes; 0 No; 0 Abstain.
  • CAL v2 is in discussion on license-discuss
  • Pam notified the board of discussion in the Committee for revising the mechanism by which the License Discuss and License Review lists operates.

Infrastructure Topics

• None

Incubator/Project Topics

• ClearlyDefined Update
• FLOSS Desktops Update
• Standards WG Update

Meeting adjourned at 19:00

Appendix A - Treasurer's Report

Treasurer’s Report As of July 31, 2019

Total Assets at Beginning of Period, 07/01/19: $433,456

Revenue or Sources of Funds

• Contributions: $3,796
• Memberships: $1,280 
• Interest: $9

Total Revenue or Sources of Funds: $5,085Expenses or Uses of Funds

• Compensation: $10,940
• Fundraising Expense: $0
• Legal & Professional Fees: $1,090
• Office Expenses: $37
• Program Service Expense: $20,000
• Promotional Expense: $124
• Travel & Entertainment: $4,596
• Other Expenses: $345

Total Expenses or Uses of Funds: $37,132Change in Cash

• Change in Accounts Receivable: $50,000 Juniper Networks sponsorship
• Change in Accounts Payable: $1,666
• Other: $343

Total Assets at End of Period, 07/31/19: $453,417Appendix B - Team ReportsBoard Action Items

• Google sheet with current items and status.

Appendix B - Affiliate Member Application

Affiliate Member Application: Network Time Foundation (https://www.nwtime.org/)

1. Signed Affiliate Agreement
   ✓ Letter of Introduction and signed Affiliate Agreement from Network Time Foundation
2. Currently recognized as a (or application submitted for) non-profit / not-for-profit (or equivalent) by the national government were organized.
   ✓ IRS Determination Letter of July 16, 2014 (https://www.nwtime.org/wp-content/uploads/2014/10/501c3-acceptance.pdf).
3. Mission statement describing purpose and goals.
   ✓ Mission: To sustainably cultivate and promote research, educational, and development programs which keep the state of delivered accurate time in step with both the latest advances in technology and the needs of our consumers (https://www.nwtime.org/).
4. Documentation formalizing organization, e.g. by-laws.
   ✓Bylaws of the NETWORK TIME FOUNDATION, INC. (https://www.nwtime.org/wp-content/uploads/2015/03/Bylaws-2012-07-13.pdf)
5. Publicly available release of a product(s) or service(s).
   ✓Multiple projects are available at https://www.nwtime.org/downloads/, and include:
   1. NTP – Network Time Protocol
   2. Ntimed
   3. Linux PTP
6. Use of an OSI approved open source license (software development projects only).
   ✓ NTP License approved by OSI.
   ✓ LinuxPTP uses GPL (approved by OSI).
   ✓ Ntimed license seems to use 2-clause BSD (OSI approved).
7. Documented approach for participation by the public.
   ✓ "Information For New NTP Users" (http://support.ntp.org/bin/view/Main/WebHome#Information_For_New_NTP_Users)✓ "How can I help?" (http://support.ntp.org/bin/view/Main/WebHome#How_can_I_help).
   ✓ Code repository (https://github.com/bsdphk/Ntimed/blob/master/README.rst).
   ✓ How to get involved (http://linuxptp.sourceforge.net/).
8. An active community:
   1. Methods for current and interested individuals/organizations to join and participate in your community
      ✓ NTF, Registration Applications for The Network Time Consortium and Individual Membership Application: https://www.nwtime.org/join✓ NTP wiki: https://support.ntp.org/bin/view/Main/ContactInformation
   2. Active participation from multiple contributors, i.e. individuals and organizations other than founders (contributions may be other than programming/technology)
      ✓ Current members and donors: https://www.nwtime.org/current-members-donors/
      ✓ NTP Contributors: https://support.ntp.org/bin/view/Main/ContributorsList
9. References from other open source projects, ideally a current OSI Affiliate Member.
   ✓ FreeBSD Project and FreeBSD Foundation
   ✓ Perl Project and Perl Foundation
   ✓ Gil Yehuda

Appendix C - General Manager's Report

• OSI staff "To Do" list review. (Patrick)
• Communications
  • OSCON: Foundations breakfast, booth, etc.
  • ATO Planning
  • The New Kind: In-kind donation of marketing and communications services.
  • Ten "blog" posts (4 press releases, 2 Affiliates, 2 policy, 2 working groups)
    • Press releases: PRLog: 127,434 impressions,1236 hits, ~1% click throughs
    • OSI Blog: 16,502 reads
    • Affiliates: 9,332 reads
    • Policy: 5680 reads
    • Working groups: 6897 reads
• Twitter: Tweets earned 1.5M impressions over June & July
  • JUL 2019: Tweets, 208; Impressions, 811K; Profile visits, 5,365; Mentions, 385; New followers, 658
  • JUN 2019: Tweets, 166; Impressions, 696K; Profile visits, 6,713; Mentions, 861; New followers, 480
• Direct mailing
  • Percona Live Europe 2019: Intended Recipients, 2750; Successful Deliveries; 2633 (95.75%), Unique Opens; 472 (17.93%); Total Opens, 772; Click-throughs, 48 (1.82%).
  • Member Benefit: Linux Foundation Conference Discounts: Intended Recipients, 518; Successful Deliveries, 516 (99.61%); Unique Opens, 239 (46.32%); Total Opens, 430; Click-throughs,  61 (11.82%).
  • Brandeis Faculty Recruitment: Intended Recipients, 48; Successful Deliveries, 48 (100.00%); Unique Opens, 30 (62.50%); Total Opens, 85; Click-throughs, 13 (27.08%).
  • OSCON, ClearlyDefined: Intended Recipients, 67; Successful Deliveries, 67 (100.00%); Unique Opens, 32 (47.76%); Total Opens, 274; Click-throughs, 16 (23.88%).
  • Affiliate Membership Conf Call, Reminder: Intended Recipients, 77; Successful Deliveries, 76 (98.70%); Unique Opens, 41 (53.95%); Total Opens, 111; Click-throughs, 10 (13.16%).
  • Affiliate Membership Conf Call: Intended Recipients, 77; Successful Deliveries,  76 (98.70%); Unique Opens, 42 (55.26%); Total Opens, 206 Click-throughs, 0 (0.00%).
  • IETF Job Announcement: Intended Recipients, 1022; Successful Deliveries, 1015 (99.32%); Unique Opens, 547 (53.89%); Total Opens, 955; Click-throughs, 1 (0.10%).
  • OpenExpo 2019 Discount: Intended Recipients, 1015; Successful Deliveries, 1005 (99.01%); Unique Opens, 363 (36.12%); Total Opens. 541, Click-throughs, 65 (6.47%).
• Mailing lists
  • Advocate Circle: 2 (July)
  • Affiliates: 1 (July)
  • Contact: 13 (June), 13 (July)
  • Members: 0
  • Membership: 8 (June); 10 (July)
  • Press: 1 (June); 1 (July)
  • Trademarks: 1 (June); 3 (July)
• Membership
  • Affiliates: 1 new application (NTF), (sourcefabric.org submitted just today), 46 leads (6 in 2019)
• Individuals: 490 current members, 685 previous members, 1090 supporters
• Fundraising
  • Sponsorship status: List of sponsorship leads and their status through 2019.
  • OSCON: 27 leads contacts, 21 meetings scheduled, 15 meetings held.
• Infrastructure
  • XWiki wiki training/development
  • Physical mailbox, Mailman
• Legal
  • Pixsy copyright violation: $375
  • Contracts for WebYourMind
  • Recruitment for L-R, L-D summaries
  • OSI US registration: China approved, US logo with word mark application
• Incubator/Projects
  • Brandeis University: course development, faculty recruitment, marketing/promotion.
• Quarterly update of annual strategic plan.