OSI Board Meeting Minutes, Wednesday, May 1, 2013

Quorum

Quorum reached and meeting called to order at 15:08 UTC.

Attendees

Board Members

1. Deborah Bryant, Director
2. Karl Fogel, Director
3. Jim Jagielski, Director (joined at 16:11 UTC)
4. Martin Michlmayr, Secretary
5. Mike Milinkovich, Director
6. Simon Phipps, President
7. Luis Villa, Director
8. Tony Wasserman, Director

Guests

None.

Expected, but Not Present

1. Harshad Gune, Director (on IRC only)
2. Mark Radcliffe, General Counsel

Sent Regrets

None.

Agenda

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

Board elections

• Re-confirmation of Deb Bryant, Mike Milinkovich and Luis Villa: the board re-confirmed Bryant, Milinkovich and Villa to serve on the OSI board until 2015.
• Re-election of Simon Phipps and Tony Wasserman: the board re-elected Phipps and Wasserman for another three year term.
• Election of Bruno Souza (SouJava) as affiliate nominated candidate: the board elected Bruno Souza to the board.

Minutes Review and Approval

The Board reviewed the minutes of the April meeting. Fogel moved that the Board approve the minutes. Bryant seconded. Minutes approved by general consent.

Officer Reports

President's Report (Phipps)

Phipps reports:

We bid farewell to Fabio Kon and Alolita Sharma, with thanks for all they have contributed to OSI with their service over the years. We are now at a pivot-point in OSI's history, with the opportunity to build a self-sustaining organisation run by and for its members with the support of the board. The decisions we make at the next few meetings will be the essential engineering of the pivot so that OSI turns in the right direction. In particular, we are now funded sufficiently to allow us to secure the staff and outsourced services we need. We're no longer resource-bound; we can accelerate towards the vision we've identified together. We need to ensure everyone is working together to achieve this outcome.

Secretary's Report (Michlmayr)

Michlmayr reports:

• The following minutes have to be reviewed by the Board for approval:
  • April 3, 2013
• The following approved minutes have been posted to opensource.org:
  • March 6, 2013

Treasurer's Report (Fogel)

Fogel gave an overview of the financial position of OSI. Fogel also reported that he had spoken to our bookkeeper about OSI's federal tax return for 2012. We can do the simpler e-postcard (990-N) this year but we also have the option to file a full 990/990-EZ. The advantage of the e-postcard is that it is much simpler (and therefore less expensive) but the advantage of the 990/990-EZ is higher transparency. The board agreed to file an e-postcard this year as we will have to file a 990/990-EZ next year anyway. Fogel was asked to publish the information from the e-postcard on our web site for transparency.

Fogel thanked Alolita Sharma for her work as treasurer and indicated an interest in becoming the new treasurer for OSI.

General Counsel's Report (Radcliffe)

No report submitted.

Phipps had been in contact with our General Counsel and is gathering responses to outstanding questions in preparation for the face-to-face meeting the following week.

Committee Reports

(Listed in alphabetical order)

Education Committee (Wasserman)

Wasserman reports:

Kon updated the education page on OSI's web site. Wasserman intends to extend it in the future with more information.

Wasserman received no responses to his call for volunteers published in the recent OSI newsletter. He suggested that we should be more proactive in recruiting volunteers, for example at OSCON.

License Committee (Villa)

Villa reports that the CeCILL 2.1 license needs to be approved. It has been reviewed and discussed on the license-review mailing list and found to be compliant with the OSD. Villa said that part of the reason CeCILL hasn't been approved in the past is that it feels like a violation of our proliferation report. However, we have no written rules about non-proliferation and it's otherwise a compliant license. Villa would like to take two actions:

1. Approve CeCILL 2.1
2. In the longer term, put in concrete rules regarding proliferation

Phipps expressed his opinion that CeCILL was not duplicative when it was first introduced. It was the only license that was enforceable in French courts. Since then, EUPL has come along but CeCILL was unique and pioneering.

One open question is the category to put the license in. Villa mentions his long-term plan to make the categories obsolete and move to an evidence-based system.

Villa made a motion to approve the CeCILL 2.1 license. Phipps seconded. Motion passed by general consent.

Membership Committee (Phipps)

Phipps reports: The process with Affiliate Agreements is now at the housekeeping stage, with signed agreements returned to Affiliates and requests to stragglers to complete the process in place. At some point we'll need to update the web site to better reflect the status as there are a number of anachronisms. Any Board member can fix issues they see in the meantime.

Milinkovich gave an overview of his efforts to recruit donations from corporations. He said that few companies have expressed interest in signing the corporate membership agreement. He emphasized that it's much easier to ask for a donation as managers with enough budget can often easily make donations to a charity. However, signing an actual agreement would involve a lawyer and make the process much harder. Milinkovich suggested to shelve the idea of corporate members and there seemed to be consensus.

Phipps thanked Bryant for her leadership around the creation of the newsletter which was distributed to OSI Individual Members in April. There was some discussion about recruiting volunteers to help with the next edition of the newsletter.

Bryant asked how the election will work for Individual Members. Phipps stated that we don't have a process and that someone should propose a strawman. Fogel suggested that any member can nominate a member (including themselves) by emailing the membership committee. We then record candidates in a public place and set a certain date for the election. All candidates in by a certain date are on the ballot. There was some discussion about the voting method and the board agreed to use the single transferable vote (STV) system with the Meek's counting method. Jagielski volunteered to create a wiki page summarizing the election process.

Administrative Committees

Communications Committee (Phipps)

Phipps reports:

The web site has been updated several times, notably by Deb Bryant, to reflect arrangements for the DC meetings. Simon Phipps represented OSI at the London Open Source Open Standards 2013 conference, where he also secured promotion of OSI in the promotional materials.

IT Infrastructure Committee (Fogel)

Fogel reports:

• Drupal module upgrades and cleanup by Martin Michlmayr.
• Martin heroically handled a bunch of mail that had been queued up due to a mail system glitch.
• Hiring contractor to set up elections.opensource.org site
• No word back from Bruno Souza about Redmine hosting, which he offered, even though we sent him the database dump a while ago. Karl will ping.
• Request from Simon for some Google Analytics authentication cred updates. Karl doesn't know off the top of his head about access to this, but will take a look.
• Patrick French managing Google Adwords for DC meetup, at Deb Bryant's request.

Trademark and Branding Committee (no chair)

Milinkovich sent an email to Twitter regarding the logo misused by O/S Plaza.

Working Groups

DC Face-to-Face meeting (Bryant)

Bryant reports:

About 50 people have signed up for the License Clinic so far and more registrations are expected to come in.

There are also approximately 50 registrations for the Community Summit but Bryant expects this number to go up as there is still time to register.

What's still undecided is the public meetup on Thursday evening.

Bryant asked if someone could print postcards about the OSI Individual Member program and Wasserman volunteered.

Old Business

Review of Action Items

• Fogel: evaluate voting solutions for board election. Status: done.
• Michlmayr: update Board Policies to reflect the new IRC policy. Status: done.
• Michlmayr: determine and educate the board on needed elections before the May 1 meeting. Status: done.
• Michlmayr: update logo on trademark and license pages. Status: in progress, awaiting board discussion.
• Milinkovich: file form with Twitter for misuse of OSI brand. Status: done.
• Phipps: talk to GC regarding making decisions by email. Status: done.
• Phipps: write up a thank you for service for Alolita Sharma and Fabio Kon. Status: done.
• Radcliffe: create privacy statement for membership program. Status: done.
• Villa: provide feedback on privacy statement.
• Villa: update FAQ to explain the importance of licensing your code correctly.
• Fogel & Phipps: Finalize job description/job requirements for new hire. Status: done.

New Business

• Staff
  • Next step: Hire against job description.
  • OSI could use an outsourced service company for membership management and accounting (and maybe other services). Discussion of this option with a view to securing a quotation in time for the May 8 Board face-to-face.
  • There was some discussion about hiring staff and the question of whether some generic functions could be outsourced. Phipps is evaluating outsourced services for the MariaDB Foundation at the moment and Jagielski indicated that this approach had worked very well for the Outercurve Foundation. Fogel expressed that he would prefer to hire someone first as this person should be involved in the decision making process regarding potential outsourcing of services. Bryant suggested that these questions should be looked at in parallel as the potential of outsourcing certain tasks would influence our hiring and the required skillset of a potential staff member.

Action Items

• Fogel: publish financial information from e-postcard (990-N) on web site
• Jagielski: summarize IM election method on wiki
• Villa: publish CeCILL 2.1 on our web site
• Wasserman: print cards about the IM program

Next Board Meeting

The next OSI board meeting is in-person in Washington DC on May 7-8 2013.

The next OSI board meeting by phone is scheduled for Wednesday, June 5, 2013 (later moved to June 12).

Meeting adjourned at 16:59 UTC.