OSI Board Meeting Minutes, Wednesday, June 12, 2013

Quorum

Quorum reached and meeting called to order at 15:06 UTC.

Attendees

Board Members

1. Deborah Bryant, Director
2. Karl Fogel, Treasurer
3. Jim Jagielski, Director
4. Martin Michlmayr, Secretary
5. Mike Milinkovich, Director
6. Bruno Souza, Director
7. Tony Wasserman, Director

Guests

None.

Expected, but Not Present

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

Sent Regrets

1. Simon Phipps, President
2. 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 minutes of the May 1, May 7 and May 8 meetings need to be reviewed and approved. The board resolved to approve them at the next meeting.

Officer Reports

President's Report (Phipps)

No report submitted.

Secretary's Report (Michlmayr)

• The following minutes have to be reviewed by the Board for approval:
  • May 1, 2013
  • May 7, 2013
  • May 8, 2013
• The following approved minutes have been posted to opensource.org:
  • April 3, 2013

Treasurer's Report (Fogel)

Fogel gave an overview of the financial position of OSI and recent activities.

General Counsel's Report (Radcliffe)

No report submitted.

Committee Reports

(Listed in alphabetical order)

Outreach and Learning (Jagielski)

Jim Jagielski reports:

The proposed resolution and charter for this group needs to be reviewed and approved by the board.

Jagielski's plan is to coordinate with Tony Wasserman and ramp up OSI's involvement with educational entities. Jagielski also had a conversation with former OSI board member Alolita Sharma, who provided various thoughts and ideas on Outreach and Learning.

Licensing (Villa)

Luis Villa reports:

• I have informed CeCILL that they are approved; I'm waiting for them to update their website before updating ours.
• I'd urge the educational folks to be in touch about revising ESR's Licensing HOWTO and other materials.

Mike Milinkovich noted that Eclipse had recently launched a process to get community feedback regarding the Eclipse Public License. This effort may eventually lead to EPL version 2.0.

Individual Members (Souza)

Bruno Souza gave an update on the elections. There is an agreed timeline and the infrastructure is ready. Souza will write a blog post to announce the details. We're slightly behind the timeline but Souza hopes to publish the blog on Monday, which will get us back on track.

Affiliate Members (Jagielski)

Jim Jagielski reports:

The proposed resolution and charter for this group needs to be reviewed and approved by the board. Once approved, Jagielski will send emails to all affiliates informing them of the new structure and engaging them.

There have been 3 submissions for new affiliates: COZCyT Open Source Laboratory of Mexico, Apereo and MariaDB. Until the charter is approved, the board needs to approve these applications; Jagielski proposes that the 3 applicants be approved and welcomed as new affiliate members.

Karl Fogel made a motion to accept the 3 organizations above as OSI affiliates. Jim Jagielski seconded. The motion passed by general consent.

Deb Bryant remarked that OSCON is the next opportunity to do Individual Membership outreach. She suggested to have a membership committee meeting in order to coordinate our OSCON involvement.

Corporate Relations (Milinkovich)

Mike Milinkovich noted that another corporate donor signed up.

The company actually went through their legal review process and were ready to sign the corporate agreement. Milinkovich is not sure at this point whether we should revisit this topic. The company is fine being a donor. We may revisit in the future if other companies express an interest in taking part of OSI's governance.

Administrative Committees

Communications (Phipps)

Simon Phipps reports:

• Phipps delivered a talk about OSI at ORGCon 2013 in London on June 8.
• Phipps posted a report on the Washington Board meeting, http://opensource.org/node/662
• OSI's page on Lanyrd is now activated, http://osi.lanyrd.com/
• June newsletter is underway and should be expedited to support promotion of individual member board seat election:

IT Infrastructure Committee (Souza)

Bruno Souza reports:

Redmine is up and running: https://osi.toolscloud.net/redmine

Souza is still trying to get up to speed with what is needed for the Infrastructure group.

Staffing Committee (Bryant)

Deb Bryant reports:

The timeline has been circulated inside of the committee. There are two critical path items:

• Identify a process to manage incoming applications
• Finalize the position description and job posting

Bryant hopes that we will post the job ad within the next 48 hours. If we receive enough qualified resumes, we should be able to hire someone in time for OSCON.

Old Business

Review of Action Items

• Bryant and recruitment committee: post job ad for general manager. Status: in process
• Fogel: publish financial information from e-postcard (990-N) on web site
• Jagielski: summarize IM election method on wiki. Status: not yet complete
• Michlmayr: update logo on trademark and license pages.
• Michlmayr: update web site to reflect new officers. Status: done.
• Milinkovich and Karl Fogel: add corporate contacts to CiviCRM.
• Phipps: create table cards for OSCON.
• Phipps: evaluate possibility of creating membership cards for OSCON. Status: Does not look easy. Machines are expensive, no power at OSCON. Phipps proposes that we drop the idea.
• Souza: Create schedule for election of Individual Member board seat. Status: done.
• Villa: publish CeCILL 2.1 on our web site. Status: waiting for CeCILL web site to be updated
• Villa: provide feedback on privacy statement.
• Villa: update FAQ to explain the importance of licensing your code correctly.
• Wasserman: print cards about the IM program. Status: done.
• All Committees Chairs: propose charter for board approval.

New Business

Voting to accept Affiliates charter

Jagielski proposed the following charter:

The Affiliates Director is responsible for the communication with, interaction with, and recruitment of Affiliates. The Director will engage the Affiliates in matters pertaining to them them and keep them abreast of the operations and efforts of the OSI, and will interact with the Affiliate liaisons to ensure that their needs and desires are brought to the attention of the OSI board. This director will have the Power Of The Board to approve Affiliates.

Bryant made a motion to accept this charter. Fogel seconded. The motion passed by general consent.

Voting to accept Outreach and Learning charter

The board review the charter proposed by Jagielski. Wasserman had some ideas for significant changes and offered to propose an alternative charter in time for review at the next meeting.

Voting to accept the staffing committee charter

Bryant proposed a charter for the Staffing Committee (see below).

There was some discussion about whether the committee should be a permanant committee as oversight is required. The consensus was that we could make it a permanent later if required.

Fogel made a motion to accept this charter. Wasserman seconded. The motion passed by general consent.

November face-to-face meeting

The board discussed possible dates for the next face-to-face meeting and agreed to hold the meeting on November 12-13 in the SF Bay Area.

Action Items

• Bryant: organize membership committee meeting to plan for OSCON.
• Souza: write blog post about IM election.
• Wasserman: propose charter for Outreach and Learning.

Next Board Meeting

The next OSI board meeting is scheduled for Wednesday, July 3, 2013. (This was later moved to July 17)

Charter for Staffing Committee

Statement of Policy

This Charter specifies the scope of the responsibilities of the Staffing Committee (the “Committee”) of the Board of Directors of the Open Source Initiative (the “Organization”), and how the Committee carries out those responsibilities, including the structure, processes, and membership requirements. The primary function of the Committee is to assist the Board of Directors in the hiring process for the first OSI employee and to recommend needed policies to support the change from an all-volunteer organization to one that employs professional staff to support its mission. The Committee’s primary duties and responsibilities are to:

• Manage the process of hiring and orienting its first employee in 2013.
• Recommend any additional policies which will be needed as a result of this process and hiring.

Organization and Membership Requirements

The Committee shall be comprised of two or more directors as determined by the Board and may at their option include an outside advisor. The members of the Committee shall be appointed by the Board and shall serve until their successors shall be duly elected and qualified. Unless a chairman is elected by the full Board, the members of the Committee may designate a chairman by majority vote of the full Committee membership.

Delegated authority

• The Staffing committee will represent OSI's interest in contacting and collecting proposals for third party (outsourced) staffing resources for contracting payroll and benefit services.
• The staffing committee will review all applications for employment and narrow to a qualified field of candidates for consideration by the board.

To fulfill its responsibilities and duties the Committee shall:

Hiring

1. Publish an announcement for a General Manager.
2. Develop a web form for submission for application.
3. Recommend a contract service for payroll and benefits for board approval.
4. Publish a recommended internal schedule for interviewing and decision-making.
5. Review and narrow a field of qualified candidates for full board consideration.
6. Develop and recommend a set of standard interview questions.
7. Manage the process of scheduling interviews
8. Lead a board discussion (including a special executive session if needed) to identify a final candidate, including finalizing benefits package for job offer.
9. Work with Counsel to approve a job offer letter.
10. Assist in developing a plan to orient the new employee.

Policy

1. Identify a simple set of employee policies or handbook for board consideration and approval.

Communications

1. The committee working with the Organization's infrastructure committee will maintain an internal Staffing Committee email list.
2. The committee will update the board on a regular basis on progress on hiring and related activities.
3. The committee will maintain records of all applications for review at the request of any board member.

Sunset

The committee will sunset once the General Manager is hired and brought on board, and essential personnel polices are in place.

Meeting adjourned at 16:52 UTC.