OSI Board Meeting Minutes, Wednesday, May 4, 2011

Quorum

Quorum reached and meeting called to order at 15:03 am UTC.

Attendees

Board Members

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

Guests and Observers

1. Ms. Danese Cooper, Board Observer
2. Mr. Russell Nelson, Board Observer
3. Ms. Nnenna Nwakanma, Board Observer (joined at 16:05)

Expected, but Not Present

1. Mr. Ken Coar, Board Observer
2. Mr. Michael Godwin, Director
3. Mr. Mark Radcliffe, General Counsel

Sent Regrets

None.

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)

Responding to an unprecedented threat against open source software, the OSI and the Free Software Foundation (FSF) worked together in an unprecedented fashion to alert anti-trust authorities on both sides of the Atlantic to dangers of a proposed $442M transaction between Microsoft, Oracle, Apple, and EMC on one side and Novell and Attachmate on the other to create a patent-holding entity known as CPTN. The OSI raised serious concerns that each of the CPTN principles could use patents that Novell had (as a matter of policy) never asserted against open source, thereby strengthening their own market-dominant positions by weakening what has become their only real source of competition: open source and free software. Over a period of months, the OSI and FSF helped both the German and US anti-trust authorities understand the potential harm that this transaction could cause, and in the end they have directed CPTN to change the way they acquire Novell's software patents so that the open source community is protected. As Simon Phipps wrote in his summary of the result "This is landmark news for the software freedom community." Andrew Updegrove told Steven Vaughan-Nichols that "(this) is a rather breath-taking announcement from a number of perspectives. Among others, the granularity of the restrictions imposed demonstrates a level of understanding of open source software in general, and Linux in particular, that has not been demonstrated by regulators in the past. It also demonstrates a very different attitude on the part of both the U.S. and German regulators, on the one hand, and Microsoft, on the other, from what we saw the last time that Microsoft was under the microscope. In the past, Microsoft was more disposed to fight than negotiate, and the U.S. and the European Commission were far apart in their attitudes. This announcement conclusively places open-source software on the U.S. regulatory map."

The OSI should be proud for the way it was able to recognize a threat, respond appropriately, build consensus, and ultimately achieve an outcome that strengthens both the community and the cause. Open source is now better off than it was before, a full-fledged competitive citizen in the eyes of authorities and fully deserving of all the protections afforded by the law.

Secretary's Report (Mr. Michlmayr)

Mr. Michlmayr has taken over secretary duties and has updated the web site to reflect new officers and committee chairs.

There are some outstanding minutes from previous OSI Board meetings that have not yet been brought to the Board for approval. Mr. Michlmayr will contact the previous secretary to find out the status of these minutes. During the meeting, Ms. Sharma and Mr. Michlmayr agreed to work together to finish the outstanding minutes before the next meeting.

Treasurer's Report (Ms. Sharma)

Ms. Sharma reports she met with the OSI accountant in mid April to understand OSI's current bank account setup. Ms. Sharma also visited the Bank of the West branch and got the signature card from bank to be sent to Mr. Oliver in North Carolina. Mr. Oliver confirmed that he received the signature card. He received it right before leaving for a conference but he'll sign and send it back after he returns from this travels. Ms. Sharma noted that she does not have any checks yet and that she will talk to the accountant about this.

Ms. Sharma provided details on OSI finances which included bank balances, funds inflow, outflow and expected expenses as of end of April 2011. Ms. Sharma noted that she did not have access to the PayPal account. She will ask Ms. Cooper and Mr. Nelson for account information.

All tax returns for FY2010 have been filed according to the accountant. Refund of taxes issue with the IRS has not been resolved yet. We are not paying any penalty until definitive word determined.

Ms. Sharma needs to coordinate with Dr. Wasserman to make sure that the OSI post box gets checked regularly. They plan to keep the current post box in San Francisco until its pay period expires later this year. Ms. Sharma also needs to get the post box key from Ms. Cooper.

General Counsel's Report (Mr. Radcliffe)

Mr. Radcliffe did not submit a general counsel's report.

Mr. Radcliffe sent updated by-laws to the mailing list. However, there is some confusion as to what the latest version of the by-laws are. Mr. Jagielski volunteered to work with Mr. Radcliffe to determine what the latest by-laws are.

Mr. Phipps further added that two things need to happen once we have identified what the current by-laws are. First, a tiny change needs to be made in order to add the term limits the board agreed upon. Second, more extensive changes are needed to allow OSI to have members. Mr. Godwin will work on the latter.

Committee Reports

(Listed in alphabetical order)

Education Committee (Dr. Kon)

Not much activity. Continued to collect educational material for building the web portal. Mr. Kon failed to recruit volunteer students to work on building the portal and its database, but will think of other options. Also need to think about which technology to use: would Drupal tags be enough or do we need a real database behind it?

There's some light activity on the [email protected] mailing list. Shall we use this as the official list of the new Education Working Group or we should create a new one?

We also need to decide how to attract people to the working group (probably a blog post) and what activities we'll carry out (maybe the group itself could define that after it's established).

Ms. Sharma noted that Mr. Gune has several students who can help with the portal.

Regarding the mailing list, Mr. Oliver noted that he will migrate the list to the OSI server, but only after migrating other lists.

License Committee (Mr. Fogel)

Mr. Fogel reports on the following items (boldface items below are priorities):

• Usual level of list discussion, answering questions, etc.
• Improved our presentation of AGPL.
• Improved our presentation of BSD 2-Clause license.
• Made concrete plan for SPDX abbreviation cooperation.
• Mr Fogel is getting a handle on pending matters. Our Trac instance appears to be down, so he set up a web page to track what he finds, with the intention of transferring it to a real tracker when we get one. Major pending matters:
  • MPL 2.0 coming soon, though not yet formally proposed.
  • PROPOSED: Python CNRI license, PSF license, and Python (itself) license submitted for approval, though apparently on [email protected] instead of on [email protected]
  • Some licenses can be deprecated now.
  • Do we want to get involved in the Harmony Agreements?

Mr. Fogel thanked Luis Villa for his help.

Mr. Fogel noted that he spent the month getting a handle on things. He asked how the approval process has been handled in the past. Mr. Tiemann explained that we seek input from the community. This includes the license-discuss and license-review lists. Usually, there is enough activity on the mailing lists. If there is not, the submitters of the license should invite more people to comment. We don't push on their behalf since we don't want to support license proliferation and we don't want to add more licenses without a strong community consensus. Mr. Tiemann added that the license committee has been very informally defined as everyone who participates on the mailing lists. However, Mr. Tiemann feels that it would be beneficial to formalize the roles some more, as this would prepare the license committee for becoming a working group in the new governance model.

Mr. Fogel asked whether we want to engage in Project Harmony. Some of us are concerned that Harmony Agreements might further legitimate contributor agreements. According to Mr. Phipps, contributor agreements that make contributors equal are fine, but those that allow a large company to get an exception from the license the project is using is a bad idea.

Mr. Fogel asked whether we agree to work with SPDX on abbreviations and the board agreed.

Legal Affairs Committee (Mr. Godwin)

None.

Membership-Governance Committee (Mr. Phipps)

• A new mailing list has been established and has a strong membership
• The Committee has held an introductory call for members
• Next step is to edit a proposed Affiliate Scheme in an Etherpad once it's set up

There was an initial call last week to talk about the work program. There were about 4-5 people on the call as some couldn't make it. The complete workforce is roughly seven people, with a strong emphasis on European participation. The next step is to take the layered statements written by OSI board (particularly layer 3: affiliate scheme). The plan is to have something for public review during June, and maybe have it ready for launch at OSCON. The focus after the affiliate scheme has been described will be on defining working groups and the personal membership scheme.

Mr. Phipps would like to see an Etherpad instance. Mr. Fogel noted that it's not as easy to install as originally thought, and suggested an Etherpad at etherplans.org or the existing offer of one at Wikimedia as it's very easy to transfer data to another instance later.

Policy and Economic Development Committee (Mr. Tiemann)

Mr. Tiemann has been in contact with Carlo Daffara, who recently volunteered for this committee. Mr. Tiemann would like to formulate this committee as a potential working group.

Administrative Committees

Communications Committee (Mr. Phipps)

• A new mailing list has been established for the Committee which has slim membership
• The CPTN response was considered on the list
• We will need to consider the future role of this Committee as responding to Board traffic seems better handled separately from handling press and web site activity

Mr. Phipps would like to attract more people, ideally outside the OSI Board. OSI Board members should join the list as well. Since the turnaround has to be quick in in order to react to news (12-24 hours turnaround), OSI Board members are advised to subscribe to the list directly as there might not be enough time to ask for board approval separately.

Mr. Phipps noted that part of the Communications Committee seems to be to answer inbound questions. Mr. Phipps personally has no interest in this task and suggested that we could either ask for volunteers or setup a Q&A mailing list. Mr. Wasserman volunteered to answer requests from students. Mr. Michlmayr said that the FAQ on the web site should be improved so we can point people at it. Mr. Wasserman concluded that it's best for now for OSI Board members to answer incoming questions as the number of questions we get is low and asking for volunteers is associated with a certain overhead.

IT Infrastructure Committee (Mr. Oliver)

Status:

• projects.opensource.org is setup and upgraded
• mailman is running
• some lists have been created
• some users have been added

Needs to be done:

• spamassasin should be installed
• other lists imported (users mainly)
• DNS changed

Less important:

• archives imported (meaning we'll do this after the rest is done)

Mr. Nelson copied over aliases but some need to be converted to Postfix.

New Projects / Outreach Committee (Ms. Sharma)

Ms. Sharma is working on an outreach activity plan and plans to submit it for discussion on the board mailing list next month. Mr. Jagielski is interested in helping out with the plan. They intend to submit a draft to the board mailing list and will ask for input from board on areas we'd like to focus on.

Old Business

Discussion of "Emeritus" designation

The board agreed to treat Eric as President Emeritus and to drop all other Emeritus titles.

Possible conferences for OSI to attend

• OSBC: May 16-17, 2011; San Francisco: At least three Board members are planning to attend.
• FISL: June 29-Jul 2, 2011; Porto Alegre: Mr. Wasserman will attend, Mr. Phipps will likely attend, and Mr. Kon is not sure yet. Mr. Kon noted that the Competence Center from Sao Paolo will have a booth at FISL and there's space that OSI could use if we want to, for example to sell t-shirts. Mr. Wasserman thought that it would be expensive to ship t-shirts to Brazil.
• OSCON: July 25-29, 2011; Portland: Mr. Phipps is speaking but his talk about the new OSI got rejected. Mr. Wasserman is not sure yet whether he will attend. Mr. Fogel, Ms. Sharma and Mr. Jagielski intend to attend OSCON.
• Open World Forum (OWF): September 22-24, 2011; Paris: Mr. Kon submitted a program proposal for the 3rd FLOSSCC Summit and included an OSI presentation in it. Mr. Wasserman is planning to attend but needs to leave immediately after OWF. Mr. Michlmayr will attend; Mr. Kon is not sure yet. By OWF, Mr. Phipps hopes to have defined both the personal and the corporate membership scheme. We could do an announcement along with initial advisoral people from corporations.
• OSS'2011 ossconf.org - 7th International Conference on Open Source Systems - Salvador, Brazil. 6-7 October 2011.
• ApacheCon: November 7-11, 2011; Vancouver: Mr. Jagielski will attend.

New Business

Debrief of Novell/CPTN deal

Mr. Tiemann concluded that the outcome is a landmark victory for OSI. There are still some open legal questions but OSI doesn't give legal advice. Some press article have declared the outcome as our victory and we should refer to them.

Mr. Phipps predicted that we would see more attacks on Linux.

Mr. Tiemann asked how we should react if something new happens. The board concluded that the transparent process according to which the CPTN response was drafted on the board mailing list was good and should be followed in the future.

Next face to face meeting

There was some discussion about the pros and cons of co-locating the OSI Board face-to-face meeting with a conference. The conclusion was that OSCON is bad (especially Monday and Tuesday) because OSI board members are involved in other activities and are therefore distracted, but that generally it makes sense because it reduces travel expenses. The key is choosing a day when everyone is available and has no other responsibilities (e.g. after the conference is over).

It seems that only a small number of OSI members will attend Open World Forum (OWF) this year, so it's not clear whether it makes sense to have another board member there (especially now that we added three more board members who are based in the US). Wikimedia Foundation would be happy to host us again in San Francisco.

The board agreed that it's too early to decide now whether there's enough to talk about in September or October. The topic will be revisited in the June or July meeting and then make a go/no-go decision.

Action Items

• Mr. Michlmayr and Ms. Sharma: work on outstanding minutes and get them ready for the next board meeting.
• Mr. Oliver: sign signature card and return it.
• Ms. Sharma: obtain PayPal credentials from Ms. Cooper or Mr. Nelson.
• Ms. Sharma: talk to the accountant to obtain checks.
• Mr. Jagielski: work with Mr. Radcliffe to find out what the current by-laws are.
• Mr. Kon: contact Mr. Gune to see if he has students who can work on the education portal.
• Mr. Oliver or Ms. Sharma: send list of current members of osi-edu-discuss list to Mr. Kon.
• Mr. Fogel: work with SPDX on license name abbreviations.
• Ms. Sharma and Mr. Jagielski: create an outreach plan.
• Everyone who's interested: subscribe to the communications list

Next Board Meeting

The next OSI BOD meeting is scheduled for Wednesday, June 8, 2011.

Meeting adjourned at 16:47 AM UTC.