OSI Board Meeting Minutes, Tuesday, May 7, 2013

Quorum

Quorum reached and meeting called to order at 12:52 EDT

Attendees

Board Members

1. Deborah Bryant, Director
2. Karl Fogel, Director
3. Jim Jagielski, Director
4. Martin Michlmayr, Secretary
5. Simon Phipps, President
6. Bruno Souza, Director
7. Luis Villa, Director
8. Tony Wasserman, Director

Guests

1. Chris Aniszczyk

Expected, but Not Present

1. Harshad Gune, Director

Sent Regrets

1. Mike Milinkovich, Director (representing OSI at a conference this day)

Agenda

• Welcome to new board members
  • The board welcomed Bruno Souza to the board.
  • Bruno is glad to see that OSI has launched the membership program
  • Bruno offered to help with infrastructure work
• Review status of board membership constitution
  • Timeline for board elections -- BYLAWS IMPACT
    • Summer 2013: 1 seat elected by Individual Members
    • March/April 2014: 5 vacancies
      • Karl 3 year term concludes (i)
      • Harshad (term limited after 6 years) (s)
      • Jim 3 year term concludes (a)
      • Martin (term limited after 6 years) (i)
      • Bruno (1 year confirmation)
      • 2 seats filled by Individual Members, 1 by Affiliate Members and 1 for staff (ex officio member)
    • March/April 2015: 3 vacancies
      • Deb (3 year term concludes) (i)
      • Mike (3 year term concludes) (a)
      • Luis (3 year term concludes) (a)
      • 1 seat filled by Individual Members, 2 by Affiliate Members
    • March/April 2016: 2 vacancies
      • Simon (term limited after 6 years) (i)
      • Tony (term limited after 6 years) (a)
      • Bruno (3 year term concludes) (a)
      • 1 seat filled by Individual Members, 2 by Affiliate Members
  • How many seats should be filled by affiliates vs individual members? If there's no corporate membership program, the split should be 50:50.
  • Board diversity: since potential board members will be nominated by affiliates and individual members (rather than recruited by the board), the board will have less influence over board diversity in the future. However, we can promote board diversity by recruiting affiliate and individual members.
  • DECIDED: Stay at 11 members (future Boards can expand if they see a need); all future elections to be done by Individual Members and Affiliates (consensus on 50/50 split, details TBD -- what we want is a regular rhythm, which may mean eventually switching over to 2-year terms or something); Board will have the power to appoint a non-voting Advisory Board as it sees fit -- the idea being these are people who can help the organization, with fundraising etc, but whose affiliation will just be as Advisory Board members. -- BYLAWS IMPACT
  • DECIDED:
    • 3 year terms for Affiliate-elected directors (5 seats on the Board at any time)
    • 1 year terms for IM-elected directors (5 seats on the Board at any time)
    • One board seat is ex officio and appointed by the Board -- that's the staff member now and later the chief of staff (if staff is larger than one person) - 1 year term w/ reappointment.
    • BYLAWS IMPACT
• Officer election
  • President: Simon Phipps
  • Secretary: Martin Michlmayr
  • Treasurer: Karl Fogel
  • Deb Bryant moved to elect the officers as per the slate above. Luis Villa seconded. Motion passed by general consent.
• OSI finances: overview, etc
  • Tasks of the treasurer: -- BYLAWS question: should we refer to this position as CFO? (Article VI, Section 1)
    • Regular reports of the financial status of the organization
    • Raise red flags about usual expenditures or invoices
    • Indicators of concern (e.g. if funds are running low so it's likely we won't be able to cover expenses in the near future)
    • Establish policy on expenses (travel, infrastructure, etc)
    • Ability to respond quickly to requests to spend funds
• Logo
  • Review of logo
  • Usage of green keyhole without the text "Open Source Initiative"
  • Logo license: what license should we choose? One option would be a CC license plus trademark policy, the other option would be a non-free license. Luis Villa and Simon Phipps believe that many people would be confused by the first option as they would assume that the CC license gives them the right to use the trademark.
    • DECISION: We will not apply a CC-BY or CC-BY-SA license to our logo. Instead, we'll put it in the trademark license for the logo, and if Karl gets around to it :-) he'll write up an FAQ entry explaining why we didn't use CC. Basically: "All the rights necessary to use the logo are granted in the trademark license, so if you comply with the terms there, then assume you have the necessary copyright rights for your use as well."
  • Discussion about trademark and trademark enforcement. Staff should handle OSI-related trademark inquiries. There might also be an opportunity to work with Mozilla on wider trademark enforcement for open source projects.
• Board conflict of interest policy
  • Discussion of conflict of interest policies proposed by Mike Milinkovich and Mark Radcliffe. Milinkovich's policy is very short and suited for board members. Radcliffe's policy might be appropriate for future staff.
  • Proposed: adopt Milinkovich's policy today and evaluate Radcliffe's policy in more detail in the future for potential staff
  • Karl Fogel moves that we accept the Conflict of Interest policy proposed by Mike Milinkovich. Simon Phipps seconds. Motion approved by general consent.
• Education Committee Plans
  • Discussion about education committee, specifically whether it should be called "outreach" or something similar as people associate education with K12 and higher. The goal of the education committee is much broader in that it wants to educate developers and others about open source.
  • There are many easy tasks that would have a big impact. For example, there's no simple definition of "open source" on the opensource.org web site. There should be more information about open source on our web site, such as how to get started, how to contribute, etc.
  • Straw def:
    • "Open source software is software that may be modified and redistributed freely by anyone, with no significant restrictions on how the code may be changed, the uses to which it may be put, or the parties with whom it may be shared."
    • ...now, what's the next paragraph they need to see after that? Maybe something about community? Yes, and also something about inter-organizational and inter-developer cooperation -- how Open Source is the framework for that, and here's how to get involved.
  • Discussion that committee needs to set clear goals and targets.

Meeting adjourned at 18:07 EDT