OSI Board Meeting Minutes, Wednesday, April 6, 2011

Quorum

Quorum reached and meeting called to order at 08:05 am PDT.

Attendees

Board Members

1. Mr. Michael Tiemann, President
2. Mr. Karl Fogel, Director
3. Mr. Michael Godwin, Director
4. Mr. Harshad Gune, Director
5. Mr. Jim Jagielski, Director
6. Dr. Fabio Kon, Director (via IRC only)
7. Dr. Martin Michlmayr, Director (left at 9:30am)
8. Mr. Simon Phipps, Director
9. Ms. Alolita Sharma, Secretary
10. Dr. Tony Wasserman, Director

Guests and Observers

1. Ms. Danese Cooper, Board Observer
2. Mr. Mark Radcliffe, General Counsel (left at 9:30am)

Expected, but Not Present

1. Mr. Ken Coar, Board Observer
2. Ms. Nnenna Nwakanma, Board Observer
3. Mr. Russell Nelson, Board Observer

Sent Regrets

1. Mr. Andrew Oliver, Asst. Treasurer

Agenda

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

Minutes Review and Approval

Postponed to next month.

Officer Reports

President's Report (Mr. Tiemann)

The OSI successfully completed another year's work and has elected new members to replace two of our longest serving members who were not eligible for re-election due to term limits. We welcome new board members Karl Fogel, Mike Godwin, and Jim Jagielski and thank outgoing board members Danese Cooper and Russ Nelson for their great service to the organization over the years.

Since the last report, the OSI held its semi-annual face-to-face meeting in San Francisco this year, generously hosted by the Wikimedia Foundation. I would like to thank all board members for helping us achieve 100% attendance, as well as their preparation for the meeting and for a lot of administrative and infrastructural work ahead of time, which allowed for productive discussions and debates about many topics strategic to the OSI. Because this is a new term, I believe it is appropriate to give a forward-looking, rather than my more typical retrospective report.

Open source software continues to grow in importance as a competitive technology, as an engine of economic growth, as an essential means to access and share public data and services, and as resource for teaching and education. Such growth has increased the relevance of the OSI as a truly independent body representing the open source community of developers and users, but has also increased the demands on the OSI far beyond what a necessarily finite Board of volunteer directors can offer. The OSI has long recognized this, and has long understood that it needs to evolve the organization to scale up participation and do justice to the many open source initiatives that communities around the world are taking and that communities around the world need. I believe that we now have the necessary framework, consensus, and infrastructure to actually effect this evolution, and that by this time next year, the OSI will have amended its bylaws and adopted a new governance model that will enable the OSI to grow into the organization the world needs us to be. This is truly the opportunity for us to be the change we want to see.

Secretary's Report (Ms. Sharma)

Ms. Sharma reports that the following minutes are pending to be posted or completed for board approval. Ms. Sharma intends to ensure that all pending minutes are completed for approval by next month so that the board can review and approve these for posting on opensource.org.

Minutes being worked on include:

• February 28, 2010 - Face to face meetings, Raleigh, Day 2
• October 2, 2010 - Face to face meeting, Paris, Day 1
• October 3, 2010 - Face to face meeting, Paris, Day 2
• November 3, 2010
• December 1, 2010
• January 5, 2011
• March 12 2011 - Face-to-face meetings, San Francisco, Day 1
• March 13 2011 - Face-to-face meetings, San Francisco, Day 2

Treasurer's Report (Ms. Cooper)

Ms. Cooper will send out a detailed report of financial accounts to the OSI board list.

General Counsel's Report (Mr. Radcliffe)

Mr. Radcliffe sent the updated bylaws. The board will review and comment accordingly.

Mr. Radcliffe notes that we have a lot of important Linux meetings which are covering a bunch of legal issues around open source which may impact the OSI.

Committee Reports

(Listed in alphabetical order)

Education Committee (Ms. Sharma)

Dr. Kon has been leading the effort to catalog active resources for learning open source as part of a FLOSSCC initiative supported by OSI. Some initial material has been collected. Dr. Kon is now looking for some students to develop a small database (maybe based on Drupal only) to enable some queries on this information.

License Committee

No report submitted.

Legal Affairs Committee

Mr. Tiemann explained how the legal affairs committee works. Mr. Godwin also noted that the OSI is now at a point where this committee can contribute enormously.

Membership-Governance Committee (Mr. Phipps)

Mr. Phipps reports: Mike Godwin and I met in San Francisco to discuss what bylaw changes are required to proceed; Mike will be preparing proposals. Awaiting activation of the revised mailing list. I have blogged about the Board's decision surrounding governance and received good reactions. I have also spoken at a conference (GoOpen Oslo) and briefly explained the changes, to good responses.

Mr. Fogel noted that the membership plan was fairly advanced. Dr. Tony Wasserman noted that the board still doesn't have universal agreement especially on individual membership. Mr. Tiemann noted that the SF meeting did have majority consensus on the membership proposal. Ms. Cooper noted that there was general consensus and exceptions were captured in the meeting notes. Mr. Tiemann also commented that a couple of years ago we pushed the detailed discussions to the specific committees so that in depth discussions could be done in the committees.

Policy and Economic Development Committee (Mr. Tiemann)

Mr. Tiemann got an unsolicited request from Carlo Daffara and invited him to join the committee.

Administrative Committees

Communications Committee (Mr. Michlmayr)

Mr. Michlmayr reports that Mr. Oliver and Dr. Wasserman have been responding to various queries. He also thanked Mr. Tiemann for leading the CPTN discussion and follow-up.

IT Infrastructure Committee (Ms. Sharma)

Ms. Sharma reports that Mr. Oliver did a significant amount of migration setup and configuration to prepare to move opensource.org as well as other subdomains and mailing lists.

New Projects / Outreach Committee (Ms. Sharma)

Ms. Sharma reports that she has been actively reaching out to grad students in Bay Area universities to participate in open source development projects via OSI workgroups as well as GSoC.

Old Business

OSI's response for CPTN; Novell patents update

Mr. Tiemann noted that he and Mr. Phipps discussed with Mr. Moglen about OSI responses to CPTN. Mr. Tiemann explained to the board details of the CPTN process (Serpentine draft), peculiarities of the US patent law, and updates on where we stand right now in this patent suit. Mr. Godwin drew attention to the Nortel patents on sale and Google's interest in purchasing these.

New Business

Welcoming new board members

Mr. Tiemann welcomed the new board members again on behalf of the board.

• Annual election of officers for April 1, 2011 - March 31, 2012
  • President: Mr. Michael Tiemann
  • Treasurer: Ms. Alolita Sharma
  • Asst. Treasurer: Mr. Andrew Oliver
  • Secretary: Dr. Martin Michlmayr

Ms. Cooper explained to Mr. Jagielski that term limits mostly influenced change of officerships. Mr. Tiemann moves that the board votes on the slate. Dr. Wasserman seconds the motion. Dr. Kon and Mr. Gune voted on IRC on #osi. The slate passes unanimously.

• Annual nomination of committee chairs for April 1,2011 - March 31, 2012
  • Education Committee: Dr. Fabio Kon
  • License Committee: Mr. Karl Fogel
  • Legal Affairs Committee: Mr. Mike Godwin
  • Membership-Governance Committee: Mr. Simon Phipps
  • Policy and Economic Development Committee: Mr. Michael Tiemann
  • Fundraising Committee: Mr. Michael Tiemann
  • Communications Committee: Mr. Simon Phipps
  • IT Infrastructure Committee: Mr. Andrew Oliver
  • Outreach/New Projects Committee: Ms. Alolita Sharma

Mr. Tiemann moves that the board votes on this slate of committee chairs for the coming year. Dr. Michlmayr seconds. The slate is passes unanimously.

• All exiting board members be required to supply all sensitive passwords, configuration of OSI resources to the President including but not limited to:
  • Paypal account information
  • Socialtext account information
  • Domain Registrar account information
  • any other OSI resources.

Mr. Oliver proposed the motion to ensure smooth transition for OSI's infrastructure assets. Mr. Tiemann suggests a formal policy all organization sensitive information be instituted. Mr. Tiemann notes that all board observers should have access. Ms. Cooper notes that Joi Ito had initially created the Socialtext account and then conferred admin access. Mr. Fogel moves the motion. Mr. Tiemann seconds. The board passes the motion unanimously.

Board Observers

The Board had some discussions about the role of Board Observers in the new governance structure.

Executive Director: desirability, and if so how to get

Mr. Tiemann provided a brief history on the search to ED for OSI. One of the roadblocks was financial compensation. Mr. Fogel raised his concerns about the ongoing membership transition may be smoother if there was an ED. Mr. Jagielski noted that it may be difficult for an ED coming in at this point to not be an distraction in moving to a membership structure.

Deferred to email and next meeting discussion

• Discussion of "Emeritus" designation

• 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 scheduled for Wednesday, May 4, 2011.

Mr. Tiemann moved the meeting be adjourned at 9:52 am PDT. Mr. Fogel seconded. Meeting adjourned at 09:52 AM PDT.