OSI Board Meeting Minutes, Wednesday, February 9, 2011

Quorum

Quorum reached and meeting called to order at 08:03 am PDT.

Attendees

Board Members

  1. Ms. Danese Cooper, Treasurer
  2. Mr. Harshad Gune, Director
  3. Dr. Martin Michlmayr, Director
  4. Mr. Russell Nelson, Director
  5. Mr. Andrew Oliver, Asst. Treasurer
  6. Mr. Simon Phipps, Director (left at 9:20am)
  7. Ms. Alolita Sharma, Secretary
  8. Dr. Tony Wasserman, Director

Guests and Observers

None.

Expected, but Not Present

  1. Mr. Ken Coar, Board Observer
  2. Ms. Nnenna Nwakanma, Board Observer
  3. Mr. Mark Radcliffe, General Counsel

Sent Regrets

  1. Mr. Michael Tiemann, President
  2. Dr. Fabio Kon, Director

Agenda

  1. Minutes Review and Approval
  2. Officer Reports
  3. Committee Reports
  4. Old Business
  5. New Business
  6. Next Board Meeting

Minutes Review and Approval

None.

Officer Reports

President's Report (Mr. Tiemann)

Late last year the OSI learned through regulatory filings in Germany that a newly formed entity, CPTN Holdings, was planning to carve out and acquire Novell's sizeable patent portfolio. Despite owning more than 800 patents, Novell never once used that patent portfolio to threaten the open source community, and for all we know, that portfolio played a role in protecting the open source community against patent aggression by others. We recognized that a transfer of such magnitude to a holding company control by open source antagonists could be very dangerous for open source, not to mention harmful to competition. As reported in January, we sent our concerns to the competition authorities in Germany just before the deadline. New reports of our filing created more interest in the matter, and the Free Software Foundation decided that they, too, were very concerned about the implications of this transfer vis a vis the free software community. Mr. Simon Phipps worked with Mr. Peter Brown of the FSF to craft a joint statement, which we filed both with the German authorities as well as the US Department of Justice. The latter filing appeared to create some impact, as the US DoJ issued a 2nd request, opening up the transaction to another 30 days of review and investigation. Both the OSI and the FSF commended the US DoJ on taking this important step, and the OSI and the FSF remain ready to provide whatever is necessary to ensure that the US DoJ understands the importance of our joint concerns.

On the administrative front, Mr. Andrew Oliver is also to be commended for his work in recovering and restoring some important web properties of the OSI, as well as improving our ability to independently manage our public-facing infrastructure. The financial, technical, and administrative progress he has made as long been a goal and is now very close to being realized. Thank you!

Secretary's Report (Ms. Sharma)

Ms. Sharma has been working on clearing the backlog of minutes to be posted on opensource.org. She apologizes to the Board for this backlog and expects significant progress on pending meeting minutes so that these can be reviewed by the Board in the next meeting.

Treasurer's Report (Ms. Cooper)

Ms. Cooper provided details on OSI finances which included bank balances, funds inflow, outflow and expected expenses as of end of January 2011.

Ms. Cooper needs the current list of Directors and Officers and addresses for any that have been added since last reporting. The books were closed as of December 31, 2010 and the appropriate tax returns and registrations are due. The accountant is still working on the rebate of taxes issue with the IRS.

Ms. Cooper noted some pending payments (accounting services, Rimu hosting, PO box).

General Counsel's Report (Mr. Radcliffe)

Mr. Radcliffe did not submit a report.

Ms. Cooper reports that she met with our General Counsel at his request. The General Counsel has committed to completing amendment of our by-laws which we need before our face-to-face meeting in March. Discussion on the General Counsel role raised a general concern that we need more support on the legal front for the organization.

Committee Reports

(Listed in alphabetical order)

Education Committee (Ms. Sharma)

Mr. Fabio Kon has re-started work on collection of educational resources for open source to be collated on opensource.org and floss.opensource.org. Dr. Wasserman has been forwarding some links. He suggests that we use some links from fossbazaar.org. Dr. Michlmayr, who maintains fossbazaar.org, would be happy to contribute some of the fossbazaar.org content to opensource.org. Dr. Wasserman also suggested that we ask for volunteers from the Linux Foundation.

License Committee (Mr. Nelson)

Mr. Nelson doesn't have much to report. The licensing lists have been relatively quiet.

Nothing to report.

Membership-Governance Committee (Mr. Phipps)

A slow, initial discussion is in progress on the governance mailing list at present, and it will need encouragement from the Board to progress to drafting. There appear to still be issues with adding new members to the mailing list. As the new bylaws won't be ready for OSI's year-end, the Board will need to consider how to fill the vacancies arising, and it would be appropriate to consider recruiting new board members from the communities who are likely to form the early membership.

Policy and Economic Development Committee (Mr. Tiemann)

Nothing to report.

Administrative Committees

Communications Committee (Mr. Michlmayr)

Mr. Michlmayr reports that we need to post more information on opensource.org.

IT Infrastructure Committee (Ms. Sharma)

Mr. Michlmayr is concerned that Rimu's server is running a very old version of Ubuntu. Mr. Oliver will look into upgrading the Ubuntu version on Rimu. Also, Mr. Oliver reports that the database is out-of-sync and he will work on completing the migration.

New Projects / Outreach Committee (Ms. Sharma)

Nothing to report.

Old Business

Joint statement to US DoJ with FSF

Mr. Phipps reports that the OSI-FSF joint activity has been noticed in the press. Mr. Tiemann and Mr. Phipps have been contacted several times.

New Business

Face to face meeting

Most Board members have voted for the face-to-face meeting dates in the Doodle poll setup by Mr. Phipps. Currently, a majority of Board members can converge in San Francisco on March 12-13, 2011. Ms. Cooper has offered to host the OSI meetings at Wikimedia Foundation offices in San Francisco. The Board needs to finalize these dates so that Board members can work on further logistics (budget, accommodations, travel). Dr. Wasserman will not be able to attend on those dates. Mr. Oliver noted that daylight savings kick in on the 13th in the US. Ms. Sharma will send out a draft agenda and coordinate with WMF on logistics.

Education activity: Developing a FOSS Body of Knowledge (FOSSBOK) (Mr. Wasserman)

Dr. Wasserman started a conversation on developing a FOSS knowledge base that would help attract new people (individuals and businesses) to open source. Modeling the software engineering knowledge base could be considered. Dr. Wasserman takes this item to follow-up.

Possible Conferences for OSI to attend

  • FISL June 29-Jul 2, 2011 Porto Alegre
  • OSCON July 25-29, 2011 Portland

Next Board Meeting

The next OSI BOD meeting is the face-to-face meeting in San Francisco on March 12-13.

Meeting adjourned at 09:20 AM PDT.

To promote and protect open source software and communities...

For over 20 years the Open Source Initiative (OSI) has worked to raise awareness and adoption of open source software, and build bridges between open source communities of practice. As a global non-profit, the OSI champions software freedom in society through education, collaboration, and infrastructure, stewarding the Open Source Definition (OSD), and preventing abuse of the ideals and ethos inherent to the open source movement.

Open source software is made by many people and distributed under an OSD-compliant license which grants all the rights to use, study, change, and share the software in modified and unmodified form. Software freedom is essential to enabling community development of open source software.