OSI Board Meeting Minutes, Saturday, November 12, 2011 (Face-to-Face meeting, San Francisco)

Quorum

Quorum reached and meeting called to order at 9:40 PST.

Attendees

Board Members

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

Guests and Observers

1. Mr. Mark Radcliffe, General Counsel (joined at 12:15 PST)

Expected, but Not Present

1. Mr. Michael Godwin, Director

Sent Regrets

1. Mr. Fabio Kon, Director

Agenda

1. OSI Mission and Mission Statement discussion
2. OSI Governance and Membership discussion
3. Update on OSI's Finances
4. Working Groups and the New Governance Structure
5. Governance and Other Organizations
6. Personal Membership Scheme
7. Licensing
8. IT Infrastructure
9. Education

OSI Mission and Mission Statement discussion (9:40 - 10:00)

Mr. Fogel looked at the mission statement and agrees with everything there but wonders whether we should add something about ensuring basic freedoms.

Mr. Tiemann thought the best time to revise the mission statement would be after the new governance structure has been put in place so the new members define the mission and future of the organization.

Mr. Phipps agreed and explained that he didn't want to set too much in stone before bringing in the affiliates. He would like to work on the mission statement with the initial set of 5-10 affiliates and then get it ratified once we have more affiliates.

Mr. Wasserman suggested that we should swap the first two paragraphs of the mission statement on the front page of the OSI and the board agreed and made the change.

There was some discussion about whether we should explicitly mention that OSI promotes successful businesses around open source software. The initial argument was that this differentiates us from other organization promoting FOSS but it was pointed out that this is not correct since the FSF also encourages businesses related to free software.

OSI Governance and Membership discussion (10:00 - 12:00)

Mr. Phipps gave an update on the approximately 15 potential affiliates he approached. Mr. Phipps believes that out of the 15 we'll get around 6-7 acceptances by the end of November. The next step is to make a public statement and work with them on an affiliate agreement. Mr. Jagielski has agreed to lead this process.

Mr. Tiemann proposed to set November 28 as the deadline so organizations have a specific date by which they have to decide. Mr. Phipps would like to sketch out the news release and provisionally make a motion to accept these affiliates.

Mr. Phipps outlined the different stages:

The current focus is on public benefit, non-profit organization. When we announce the initial set of affiliates, we'll openly invite other non-profit organizations (501(c)(3)-style) to join. At this point, we'll also privately invite some trade associations (501(c)(6)-style), such as Eclipse, OW2, Outercurve Foundation and Linux Foundation. At the end of January, there will be another news release announcing affiliates from the public call and announcing initial trade associations.

At this point, we will start working on two new programs: One is the advisory board. This will allow us to obtain funding from corporations without giving them too much control. The other one is the individual associate scheme: this is for private individuals who do not have the time to participate in the OSI by joining working groups. Instead, they can show their support by joining the individual associate scheme through donating to OSI. These two programs will be the main sources of income. Mr. Phipps remarked that we will need an administrator by the end of 2012 to handle the large number of affiliates he expects to have by that time.

There were some discussions about organizations and companies exercising undue influence on the OSI. Mr. Tiemann remarked that we were not looking to get strength by numbers. Instead, we intend to restrict affiliates to like-minded organizations with high integrity. We will also need mechanism to remove affiliates if their stance towards open source changes.

Mr. Phipps made a motion to pre-approve as affiliates the potential organizations from our list if they choose to join. Mr. Fogel seconded. Motion approved by general consent.

Update on OSI's Finances (12:00 - 12:30)

OSI's accountant gave an update on OSI's financial status and tax filings. She remarked that everything is in order.

Mr. Michlmayr raised the point that our bylaws says that we should publish an annual report but we have not done so in the past. There was general agreement that we should publish one. Mr. Tiemann remarked that he sends a detailed report on our activities and how we spend our funds to our sponsors every year, so this information can be used for the annual report. The accountant added that she can supply information on the balance sheet and income for the annual report.

Record keeping and the creation of a digital repository were discussed. OSI's accountant keeps all records. Ms. Sharma noted that she can download bank statements in PDF and CSV formats from the bank. These can be added to a digital repository.

We discussed the current PO Box, which is located in San Francisco. Mr. Phipps suggested that it may be a good idea to use a digital scanning service which would accept our mail, scan it and email it to us. This would be helpful in the future if we have few or no board members in San Francisco.

Working Groups and the New Governance Structure (12:30 - 13:30)

The board discussed the question as to how to bring working groups into the new governance structure.

The question was raised whether we should restrict how many people from one affiliation can be on the board or in working groups.

The license-review list and education committee can be used to test out working groups. The two working groups can independently come up with best practices, for example thresholds of how many people have to be involved in a working group before they can directly participate in the governance of the OSI. Mr. Phipps proposed an administrative working group for governance purposes to represent the working groups that have not reached the treshold (e.g. infrastructure).

Members of the working groups can participate in the governance in two ways: first, they can select someone to join the pool for the director elections. Second, when elections take place in March, they get one vote in the election.

Break (13:30 - 14:00)

The board took a short break.

Governance and Other Organizations (14:00 - 14:30)

Mr. Tiemann asked how we can involve open source conferences in the governance of the OSI, such as FISL. Mr. Phipps suggested that they function as a momentary trade organization.

Mr. Phipps made a motion to approach a selected number of open source trade associations about our affiliate scheme. Mr. Jagielski seconded. Motion approved by general consent.

Mr. Tiemann would like to see a geographical balance. For example, there are a lot of competence centers around the world that could be invited, including the Malaysia Open Source Competence Center, Korea Open Source Competence Center, and Open Source New Zealand. Mr. Tiemann has good contacts in Asia and can make introductions.

Personal Membership Scheme (14:30 - 15:00)

The personal membership scheme is for people who want to donate money to OSI but who don't actively participate in the governance of OSI. The term "member" is very overloaded, so we need another term, possibly "associate". They will get an email alias (@supporter.opensource.org) and a t-shirt. They have to sign a membership statement stating that they support the goals of the OSI.

We should look for a candidate to run the recruitment activities for this personal membership scheme. Mr. Jagielski would be willing to do it. He also agreed to explore options for setting the different membership levels.

There was some discussions about growth and that we may need an Executive Director or other supporting staff eventually to manage the membership scheme.

Licensing (15:00 - 15:15)

Mr. Fogel wonders what to do about approved licenses that are barely open source and that would unlikely be approved today. Specifically, the CPAL-1.0 is problematic because of its attribution clause. It makes it hard to do a fork because you're stuck advertising for the original in a way that is visible to the user and not just in the source code. Mr. Fogel wonders whether we have a mechanism to withdraw a license from our approved license list. Mr. Radcliffe expressed that this is dangerous because OSI's list of approved licenses is often referred to in contracts.

Mr. Fogel suggested that we could at least obsolete or deprecate some licenses. In other words, get them off the main list and make it clearer that they should not be used. We should also recommend that new code should use a license from the current list and make this recommendation clear to people writing contracts, to governments, etc.

IT Infrastructure (15:15 - 15:45)

Mr. Fogel moved to migrate www.opensource.org to our hosted server at Rimu. Mr. Tiemann seconded. Motion approved by general consent. Mr. Michlmayr remarked that we should thank Brian Behlendorf for his service over the years. Mr. Fogel agreed to do that.

Mr. Fogel would like to have a shared secrets mechanism for passwords. The IT Infrastructure will evaluate different options. Mr. Phipps remarked that access to this file should be audited (i.e. keep a record of who accessed which password).

Mr. Michlmayr asked if there are any plans to import the old mailing list archives. Mr. Oliver said that this would be great but that they have so far not found a way to do it. Mr. Fogel offered to take a look at it.

Mr. Oliver remarked that we need to transfer the ownership of the opensource.org domain from Mr. Nelson. Mr. Fogel agreed to do it.

Mr. Michlmayr suggested to add all board members to the osi list since it is moderated now and does not have spam. There was general agreement.

Mr. Michlmayr remarked that Flattr asked us whether we want to put Flattr buttons on our web site. The board agreed to sign up for Flattr and experimentally add it on the donations page. The board can then review our use of Flattr after it has been running for some months.

Mr. Tiemann and Mr. Phipps noted some email delays when posting to the board list. Mr. Oliver promised to look into this issue.

Education (15:45 - 16:15)

Mr. Gune gave an overview of the education portal he and Mr. Kon have been working on.

Mr. Wasserman provided a summary of the FLOSSCC (FLOSS Competence Center) meeting at Open World Forum in Paris.

Action Items

• Mr. Fogel: create candidate elector list for license committee
• Mr. Wasserman: create candidate elector list for education committee
• Mr. Jagielski: work on details for personal membership scheme.
• Mr. Fogel: work on a plan on splitting license list into recommended and other licenses.
• Mr. Fogel: work on a plan to migrate www.opensource.org to our hosted server.
• Mr. Fogel: investigate a shared secrets mechanism for passwords.
• Mr. Fogel: investigate method to import old mailing list archives.
• Mr. Fogel: work with Mr. Nelson to transfer ownership of opensource.org to OSI.
• Mr. Oliver: subscribe all board members to the osi list. DONE.
• Mr. Michlmayr: sign OSI up for Flattr and put a button on the donations page.
• Mr. Oliver: investigate email delay when posting to board list.

Meeting adjourned at 16:20 PST.