OSI Board Meeting Minutes, Wednesday, April 3, 2013

Quorum

Quorum reached and meeting called to order at 15:05 UTC.

Attendees

Board Members

1. Ms. Deborah Bryant, Director
2. Mr. Karl Fogel, Director
3. Mr. Fabio Kon, Director
4. Mr. Mike Milinkovich, Director
5. Mr. Tony Wasserman, Director

Expected, but Not Present

1. Mr. Harshad Gune, Director (joined IRC only)
2. Mr. Simon Phipps, President (travel and technical difficulties, joined late on IRC)
3. Mr. Mark Radcliffe, General Counsel
4. Ms. Alolita Sharma, Treasurer (may have assumed her term had expired)

Sent Regrets

1. Mr. Jim Jagielski, Director
2. Mr. Martin Michlmayr, Secretary
3. 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 and approved the minutes of the March meeting.

Officer Reports

President's Report (Mr. Phipps)

Not available for meeting, no report.

Secretary's Report (Mr. Michlmayr)

• The following minutes have to be reviewed by the Board for approval:
  • March 6, 2013
• The following approved minutes have been posted to opensource.org:
  • February 6, 2013

Treasurer's Report (Ms. Sharma)

Mr. Fogel gave an overview of the financial position and said that our bookkeeper would shortly be preparing the 990 Federal Tax Return.

General Counsel's Report (Mr. Radcliffe)

No report submitted.

Committee Reports

Education Committee (Mr. Wasserman)

Mr. Kon was invited, as a representative of academia, to a 2-day seminar on April 10th in the Brazil Ministry of Planning to discuss the Open Source adoption plan by the Brazilian government for the next 2 years. They'll likely include educational aspects in the plan.

License Committee (Mr. Villa)

No report submitted.

Membership Committee (Mr. Phipps)

Mr. Milinkovich gave an update on recruiting Corporate Sponsors.

Administrative Committees

Communications Committee (Mr. Phipps)

The next meeting of the Communications Committee will take place on Tuesday April 9th 2012 at 6:30 p.m. to 6:45 p.m. GMT (11:30am Pacific; 2:30pm Eastern). Agenda and call-in info will be provided in advance of the meeting. The focus of the call will be the DC May 6 sidebar events. Ms. Tara Fusco with OS Integrators will join us to see how she may be able to help us with outreach for these events.

IT Infrastructure Committee (Mr. Fogel)

Mr. Fogel reports:

• Almost ready with Drupal Election module, for Board elections and any other elections we may hold:
  • Had to resurrect dormant (lost) OpenSTV source code.
  • Configuring it now; will mail board-plus and Infra.
• The usual spam moderation tasks.
• Mailing list investigations at Mr. Kon's request (osi-edu-discuss).
• Packaged up our Redmine database and sent it to Bruno Souza for free hosting.
• As always, a huge thank-you to Martin Michlmayr for doing so much infrastructure stuff!

Trademark and Branding Committee (no chair)

No report; see New Business, Trade Mark Issue.

Work Groups

DC f2f week (Ms. Bryant)

Ms. Bryant reports:

Significant progress since our last board meeting; the License Clinic subgroup has an operational mailing list, a draft agenda, and has successfully reserved a room at the U.S. Library of Congress. A community event is coming together with an execution plan and many local supporters and potential sponsors. The latter, consistent with this working groups charter, will be presented to the board for their consent during New Business.

A staff briefing on the Hill was just committed to by Sen. Ron Wyden's office along with several recommendations to make the briefing most effective and well-attended. Forms must be completed asap to secure a briefing room there, but had not been provided by board meeting time.

Google has offered to provide food service during the board meeting, a reduction in cost we had not anticipated.

Old Business

Review of Action Items

• Mr. Fogel: evaluate voting solutions for board election. Status: incomplete but pledged to get something working in the near future.
• Mr. Fogel: draft job description for future staff member. Status: done. Members were encouraged to review the material: http://wiki.opensource.org/staff
• Mr. Michlmayr: update logo on trademark and license pages. Status: in progress, awaiting board discussion.
• Mr. Michlmayr: send logo questions to the board for discussion. Status: done.
• Mr. Michlmayr: invite past board members as Individual Members. Status: done.
• Mr. Michlmayr: ensure IMs who signed up at OSCON are subscribed to announcement list. Status: done.
• Mr. Michlmayr: ask IMs who signed up at OSCON if they want to be on the members discuss list. Status: done.
• Mr. Phipps: talk to GC regarding making decisions by email.
• Mr. Phipps: ask affiliate members to propose candidates for election. Status: done
• Mr. Radcliffe: create privacy statement for membership program.
• Mr. Villa: provide feedback on privacy statement.
• Mr. Villa: update FAQ to explain the importance of licensing your code correctly.
• Membership Committee: create budget for membership outreach. Status: It is Ms. Bryant's recollection that this has been tabled until someone is hired to work with the board to create and implement the plan.

New Business

• OSCON planning
  • Discussed the idea of a membership meeting. Mr. Milinkovich suggested it may be too soon. Mr. Wasserman suggested that if we have one, the board should be there, and that OSI would need to fund his travel in that event; he does not plan to attend this year.
  • Ms. Bryant raised the question of Mr. Phipps's earlier emailed request for travel underwriting to OSCON based on the opportunity to represent OSI as president at the CLS and other meetings, including a tutorial on Foundations. After some discussion, a motion was made and carried to sponsor his travel in the amount not to exceed $3,000.
  • Because Mr. Phipps is on point for OSCON planning this year, further discussion was set aside.
• F2F planning - request for board consent to endorse Community event
  • Ms. Bryant presented the status of the f2f week and discussed the Community Summit. Mr. Fogel asked why we would be doing a community summit, when OSI has (in essence) no reputation for leadership in that area. Ms. Bryant offered three points of rationale:
    • The board had prefered an open public planning process and the idea of the summit was initiated and encouraged by the community in DC.
    • It represents an outstanding opportunity to enlist new memberships in all classes for OSI
    • The board could benefit from a focused discussions in specific areas, including the notional idea that many younger developers are viewing licensing as an unnecessary impediment to code-sharing.
  • Mr. Milinkovich commented that he had the same question/concern as Mr. Fogel, but both felt the summit made sense in that context.
  • A motion was made and passed to accept the Community Summit as an official OSI DC event.
• IRC no option for board meetings unless whole meeting conducted on IRC
  • Previously discussed as desirable, a motion was made and passed: It will be the board's policy that participation in monthly board meetings shall only be considered if the member is present on the phone call, and that IRC is to be considered only to enhance communication, and is not substitute for attendance at the board meeting.
• Board election: re-confirmation of Ms. Bryant, Mr. Milinkovich and Mr. Villa, and election of 2 board seats
  • Some discussion was held regarding the exact status of the current board roster, if Mr. Kon's and Ms. Sharma's terms had expired or had been extended. The general consensus of the group was, without the guidance of the board president, who had expected to join the call but was detained, and the board secretary, that elections would be set aside until the next meeting.
• Trademark Issue: O/S Plaza on Twitter
  • No one has been able to determine how to get a two way communication going with "O/S Plaza" on Twitter, who is using an OSI logo for their icon. Mr. Milinkovich has been given a form by Twitter to file a trademark complaint, and will get it filled out.
• Request for guest at DC meeting
  • Mr. Milinkovich said that Chris Aniszczyk had expressed an interest in running for the individual member Board seat, and had asked if he might be able to sit in on the DC F2F meeting on May 7-8 to better understand the board commitment. Ms. Bryant raised a concern that the individual board seat election and outreach process was still not well defined, but was supportive of having someone outside attend. Board members reached consensus and Mr. Milinkovich will extend an invitation to the DC meeting to Mr. Aniszczyk.

Action Items

• Mr. Michlmayr: update Board Policies to reflect the new IRC policy (or clarification of policy) and send an email to the board list.
• Mr. Michlmayr: determine and educate the board on needed elections before the May 1 meeting.
• Mr. Milinkovich: file form with Twitter for O/S Plaza misuse of OSI brand.
• Mr. Phipps: write up a thank you for service for Ms. Sharma and Mr. Kon.

Next Board Meeting

The next OSI BOD meeting is scheduled for Wednesday, May 1, 2013.

Meeting adjourned at 16:55 UTC.