OSI Board Meeting Minutes, Wednesday, May 8, 2013

Quorum

Quorum reached and meeting called to order at 9:26 EDT

Attendees

Board Members

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

Guests

1. Chris Aniszczyk

Expected, but Not Present

1. Harshad Gune, Director

Sent Regrets

None

Agenda

• Membership programs
  • Individual Members
    • Setting targets
      • 2500 members by May 1 2014
      • 1250 from outside North America and EU
    • Outreach/promotion
      • We could add banner on license pages
      • Membership fee: be open to taking purchasing power of different countries into account
    • Member benefits (O'Reilly, HP/Dell, etc)
      • We need to provide member benefits in different geographies
  • Corporate Sponsors
    • Discussion about the corporate membership program. Mike Milinkovich said that the companies he spoke to were not interested in participating in the governance of OSI.
    • Mike Milinkovich made a motion that corporate donors will not be involved in the governance of the OSI. Karl Fogel seconded. Motion passed by general consent.
    • Mike to keep records in CiviCRM of his contacts at sponsoring corporations (Karl will help Mike with CiviCRM navigation as needed). They should at the very least get the newsletter.
    • Discussion about keeping OSI sponsors informed about our activities.
    • We will invite companies that sponsor OSI to recognize their support on our web site.
  • Affiliates
    • Simon has another two who want to join.
    • Simon would like to start reaching out to the Affiliate contacts more personally, to explore the ways they want to engage with the OSI. Most are happy to just be members, but there are one or two who probably want to engage more actively (e.g., Cedric of OW2).
• Next steps in the Working Group concept
• Committees and their Chairs
  • Licensing Director: Luis Villa
  • Infrastructure Committee: Bruno Souza
  • Individual Member Director: Bruno Souza
  • Affiliates Director: Jim Jagielski
  • Corporate Relations Director: Mike Milinkovich
  • Staffing Committee: Deb Bryant
  • Communications: handled by officers
  • Outreach and Learning Director: Jim Jagielski
  • Each of these need a charter
  • Simon Phipps made a motion to create these portfolios and committees and that we request that the directors shall write a charter for approval by the board. Karl Fogel seconded. Motion passed by general consent.
  • Simon Phipps made a motion that Mike Milinkovich serve as Assistant Treasurer. Deb Bryant seconded. Motion passed by general consent.
• OSCON Planning
  • Simon volunteers to make table cards for anyone who is an OSI sponsor (corporate patron) or Affiliate.
  • OSI has a booth.
  • Get t-shirts from Michael Dexter.
  • We have camera-ready artwork for membership sign-up cards.
  • Simon has a Tuesday morning tutorial ("Open Source Foundations 101").
  • Who has Square readers? Simon does...
  • Can we get actual membership cards ready? Perhaps a portable card printer on the spot so people can come to our booth to get their card (and bring a friend!). Simon will look into this.
  • Give out tabletop signs to Affiliates and Corporate Sponsors.
• Hiring plan
  • Title: General Manager
  • That person will not be an officer. That person might be an officer in the future but not now, which means the treasurer needs to sign off on any checks or expenses prepared by that individual.
  • Hire through ADP, Trinet or Virtual Inc to cover employment management responsibilities
  • Initial deliverables
    • 1000 new individual members in the first 6 months
    • Active working group process
    • Regularly publish member newsletter
    • Proposal for revised web site
    • Corporate fundraising: $40k
    • Contact and communicate with each affiliate
    • Create annual budget for board approval
    • Manage contractors
    • Organize Board meetings and generally support the board
  • Responsibilities: (wiki draft: http://wiki.opensource.org/staff )
    • Coordinate public communications
    • Create and manage a communications plan
    • Facilitate community involvement and activity (events, conferences & etc)
    • Manage Working Group process
    • Admin support for Board committees (especial Trademarks)
    • Overall responsibility for:
      • member recruitment
      • fundraising
  • Logistics
    • Benefits package.
    • Gross: $100k, around $60-65k actual salary
    • 40hrs a week job, with flexible hours
    • Appoint recruitment committee:
      • Mike Milinkovich
      • Simon Phipps
      • Deborah Bryant
      • Chris Aniszczyk
• General Counsel items:
  • Change of bylaws: moving to a member organization has a number of drawbacks. Member votes can be advisory, which the Board confirms.
  • If we want to have some directors with 3 year terms and some with 1 year terms, we have to change the bylaws.
  • Should we (re)try to register the mark "OSI-certified" (words alone)?
  • Can we make decisions by e-mail?
  • Would a license chooser be "practice of law"?
• Licensing (and related materials) Roadmap: What do the next 1-2 years look like for licensing-related work? Luis Villa led discussion
  • License chooser
  • Open data
  • Revising Open Source Definition
    • Adding criteria from proliferation report
    • Patent clauses
  • Luis's incredibly vague commitments to move forwarding on incredibly vague things have the general approval of the Board as long as it's all vague in a good vaguey way (e.g., helping open source organizations with IRS applications).

Bylaw modifications

Decisions by e-mail

RESOLVED that any Director may endorse any public position statement or open letter that does not commit OSI to expenditure after discerning in good faith that members of the Board do not oppose such endorsement and validating that belief with two other Directors, having given all Directors equal opportunity to respond and having received no objections.

Karl Fogel made a motion to accept this resolution as stated. Simon Phipps seconded. The resolution passed by general consent

The above resolution was added to the "Responsibilities of the Board."

Single-year terms

RESOLVED that Section V of the bylaws of OSI shall be modified as follows:

Section three shall read:

Section 3. AUTHORIZED NUMBER AND QUALIFICATIONS. The board of directors shall consist of at least 5 but no more than 21 directors until changed by amendment to these bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the board of directors. Any member of the board, except an employee who is serving as a member of the board, who has served six consecutive years on the board will not be eligible for election to the board until one year has passed from the last day of such member’s term.

Section 5(a) shall read:

(a) Commencing with the term starting April 1, 2013, each director shall be designated by a resolution of the board as serving either a three year term or a one year term. Except as provided below, the director shall serve until a successor has been elected by the board of directors. Thereafter, each successor director shall be elected by a majority of the board of directors. Each director, including a director elected or appointed to fill a vacancy, shall hold office until expiration of the term for which elected or appointed, and until a successor has been elected and qualified.

Deb Bryant made a motion to accept this resolution as stated. Jim Jagielski seconded. The resolution passed by general consent.

Karl updated the web site master copy of the bylaws to reflect the above change.

Board Annual Planning Calendar month-by-month (starting in 2013)

Deb Bryant created an initial annual plan but this wasn't discussed by the board due the meeting ending.

• June
  • New hire
  • New Charters for committees and portfolio holders
    • Licensing Director: Luis Villa
    • Infrastructure Committee: Bruno Souza
    • Individual Member Director: Bruno Souza
    • Affiliates Director: Jim Jagielski
    • Corporate Relations Director: Mike Milinkovich
    • Staffing Committee: Deb Bryant
    • Communications: handled by officers
    • Outreach and Learning Director: Jim Jagielski
    • Individual Membership Election
• July
  • OSCON
    • Membership cards distributed
    • New Hire in place
• Aug
  • New Working Group Charters presented at Board Meeting
• Sep
• Oct
  • Working groups first reports including expectations
• Nov
  • Face to Face meeting
  • Plan for LCA
• Dec
  • Planning for FOSDEM
• Jan (2014)
  • LCA
• Feb
  • FOSDEM
• Mar
  • Review status of board
    • one member will term limit out
    • three terms will expire but are eligible for reelection
• Apr
  • new members installed
  • election of officers
• May
  • Face to Face meeting (possible D.C. location)

Meeting adjourned at 18:14 EDT