OSI Board Meeting Minutes, Wednesday, October 3, 2012

Quorum

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

Attendees

Board Members

1. Ms. Deborah Bryant, Director
2. Mr. Karl Fogel, Director
3. Mr. Jim Jagielski, Director
4. Mr. Fabio Kon, Director
5. Mr. Martin Michlmayr, Secretary
6. Mr. Mike Milinkovich, Director
7. Mr. Simon Phipps, President
8. Mr. Tony Wasserman, Director

Guests

None.

Expected, but Not Present

1. Mr. Harshad Gune, Director
2. Mr. Mark Radcliffe, General Counsel

Sent Regrets

1. Ms. Alolita Sharma, Treasurer
2. Mr. Luis Villa, Director

Agenda

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

Minutes Review and Approval

The Board reviewed the minutes of the September meeting and the May face-to-face meeting. Mr. Fogel moved that the Board approve the minutes. Mr. Jagielski seconded. Minutes approved by general consent.

Officer Reports

President's Report (Mr. Phipps)

My sense is our momentum is stalling and I'd like to discuss this during the meeting.

Secretary's Report (Mr. Michlmayr)

• The following minutes have to be reviewed by the Board for approval:
  • May 19, 2012 (Face-to-Face meeting, Chicago)
  • May 20, 2012 (Face-to-Face meeting, Chicago)
  • September 5, 2012
• The following approved minutes have been posted to opensource.org:
  • August 1, 2012
  • August 10, 2012

Treasurer's Report (Ms. Sharma)

No report submitted.

Mr. Phipps noted that we're still getting new Individual Member signups.

General Counsel's Report (Mr. Radcliffe)

No report submitted.

Committee Reports

(Listed in alphabetical order)

Education Committee (Mr. Wasserman)

Mr. Wasserman will be chairing a FLOSSCC session at Open World Forum in Paris next week.

License Committee (Mr. Villa)

The board discussed the engagement letter with Greenberg Traurig LLP which will allow Mr. Villa to work as the chair of the License Committee. Mr. Bryant moved that the Board approve and sign the letter. Mr. Fogel seconded. The motion passed.

Membership Committee (Mr. Phipps)

Mr. Phipps reports:

• There have been no new Affiliate members added in September.
• The Affiliate Agreement has been discussed by the Affiliate delegates with few comments. Discussion closes Friday 5th October and the Agreement will likely by ready for signing by 12 October subject to a 48 hour approval of the final version by the Board.
• Mr. Milinkovich will discuss the Corporate Members programme.

The next step for the corporate program is to develop an agreement based on the Affiliate Agreement. Furthermore, a list of companies should be created that can be approached.

Ms. Bryant asked what the governance would look like and observed that we haven't engaged Individual Members in the governance yet.

Mr. Michlmayr asked whether we had a clear plan on what to do with the sponsorship money. Mr. Fogel expressed the need for permanent staff and suggested that we develop a high-level plan and rough budget at the upcoming face-to-face meeting. Mr. Milinkovich agreed and said that we would use the funds for more programs around the promotion and education of open source and that we aspire to have a more professionally run organization.

Mr. Phipps moved that the Board request the Membership Committee to make a list of initial candidate companies and develop a draft corporate membership agreement and present those to the Board. Mr. Fogel seconded. Motion passed.

There's no update on Individual Membership. We should do a membership drive over the holidays.

Administrative Committees

Communications Committee (Mr. Phipps)

Mr. Phipps reports:

• News of the August affiliates was posted on September 6.
• News of the OSHWA agreement is expected to be posted on October 4th.
• During September I've promoted OSI in keynotes at OSS2012 in Tunisia, at the OFE Summit in Brussels and at FLOSSUK's AGM in London (at no cost to OSI for these).
• During October I expect to have an opportunity to promote OSI at OWF in Paris, the LibreOffice Conference in Berlin and MYGOSSCon in Malaysia. I expect these events will cover most or all of my travel but request OSI underwriting for any excess expense.

Mr. Fogel made a motion to underwrite Mr. Phipps' travel expenses on behalf of the OSI up to $1000. Ms. Bryant seconded. Motion passed.

IT Infrastructure Committee (Mr. Fogel)

Mr. Fogel reports:

• RIMU hosting account for OSI created; coordinating with Ms. Sharma regarding billing. Then we'll transfer opensource.org virtual server from Mr. Oliver's personal RIMU account to ours.
• Patrick French is no longer doing mailing list moderation for us (at Mr. Oliver's direction). Mr. Fogel and Mr. Michlmayr have been doing it. It is rather time-consuming and we'll want a better long-term solution, but for now we're doing it by hand via the Mailman interface.
• Started collaboration wiki evaluations. Leaning toward DocuWiki; will raise on Infra and with Joe Murray.
• Got Joe Murray tech support retainer sorted out (thanks Ms. Sharma).
• We are accumulating Infrastructure issues. This is intentional; we can't handle them all, but we can at least not lose track of them. They are the right place to start for prioritizing Joe's work and any future staff attention.
  • There are also a number of rather old issues in the ideas.o.o Trac instance. These are mostly obsolete now and are more useful as a historical guide to past OSI concerns than as a database of present issues, but I think we should keep them around for now in anticipation of staff finding them useful for background and as a source of ideas for present concerns.

Mr. Fogel requested access to OSI's credit card as chair of IT so he can handle payments for IT related services. The Board discussed this request and suggested that Mr. Fogel become assistant treasurer. Mr. Phipps made the motion to appoint Mr. Fogel as assistant treasurer for the purposes of enabling the IT infrastructure activities. Mr. Jagielski seconded. Motion passed.

Trademark and Branding Committee (no chair)

• Mr. Phipps made the motion to approve signing of the Co-Existence Agreement with OSHWA. Ms. Bryant seconded. Motion passed.
• There has been no new progress with OSRF; a Board member is sought to progress this matter.

Ms. Bryant made a motion to authorize our council to spend around $1000 on registering a trademark in the Netherlands. Mr. Jagielski seconded. Motion passed.

Old Business

Review of Action Items

• Ms. Bryant: write charter for Trademark and Branding committee. Status: draft complete.
• Ms. Bryant: follow-up with RIOSL regarding OSI joining as a member. Status: complete, notified by email, well-received and socialized by RIOSL.
• Mr. Fogel/Infra: create list for trademark committee.
• Mr. Fogel/Infra: mailing list for collaboration space. Status: we have a membership mailing list already.
• Mr. Fogel/Infra: wiki-like functionality for collaboration space. Status: Mr. Fogel is in the process of evaluating wikis.
• Mr. Fogel: unify contact page. Status: this was completed some time ago.
• Mr. Phipps: write proposal regarding Working Groups/Committees. Status: draft complete.
• Mr. Radcliffe: set up call with non-profit expert. Status: done.
• Mr. Radcliffe: create privacy statement for membership program.
• Mr. Villa: produce Code of Conduct for forums.
• Mr. Wasserman: write proposal regarding central FOSS repository.
• Membership Committee: create budget for membership outreach.
• Unassigned: update OSI logo from TM to (R) Status: Mr. Kon volunteered for this task.
• Unassigned: update other trademark pages and trademark contact pages

New Business

• Messaging and Talking Points: this will be discussed at the upcoming face-to-face meeting.
• Planning for face-to-face meeting: the Board discussed some logistics.
• opensource.net: SPI agreed to transfer ownership of the opensource.org and opensource.net domains to OSI several years ago but opensource.net was never transferred. Having both domains will help in enforcing our brand. Mr. Fogel will work with SPI to transfer ownership to OSI.
• T-Shirt store: Mr. Phipps proposed that Michael Dexter should build an e-commerce site and handle t-shirt sales for us.
• Board vote on RISOL: Ms. Bryant moved that OSI join International Network of Free Software (RIOSL). Mr. Kon seconded. Motion passed.

Action Items

• Mr. Fogel: work with SPI regarding transfer of opensource.net.
• Mr. Phipps: follow-up with Michael Dexter regarding the t-shirt store.
• Mr. Phipps: sign engagement letter with Greenberg Traurig LLP.
• Membership committee: identify potential corporate members.
• Membership committee: write corporate agreement.

Next Board Meeting

The next OSI BOD meeting is scheduled for Saturday, November 10, 2012.

Meeting adjourned at 16:34 UTC.