Quorum

Quorum reached and meeting called to order at 11:08 EST

Attendees

Board Members

1. Deborah Bryant, Director - Present
2. Karl Fogel, Treasurer - Present
3. Richard Fontana, Director - Present
4. Patrick Masson, General Manager, Director and Secretary - Present
5. Martin Michlmayr, Director - Present
6. Simon Phipps, President - Present
7. Tony Wasserman, Director - Present

Guests

1. Mark Radcliffe, General Counsel (not present)

Expected, but Not Present - Sent Regrets

1. Harshad Gune, Director
2. Mike Milinkovich, Director
3. Bruno Souza, Director
4. 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 the minutes of the December 2013 meeting. Simon moved that the Board approve the minutes. Karl seconded. Minutes approved by general consent.

Officer Reports

President's Report (Simon)

TBD.

Secretary's Report (Patrick)

• The following minutes have to be reviewed by the Board for approval:
  • December, 2013 and will be posted to opensource.org
• The following minutes are still outstanding:
  • November 12, 2013 (Face-to-Face meeting, San Francisco)
  • November 13, 2013 (Face-to-Face meeting, San Francisco)

It was suggested that the new Secretary should follow the best practices of existing minutes when creating and posting Board notes as minutes.

Treasurer's Report (Karl)

• The Treasurer reports we are receiving monthly contributions from several members and contributors.
• The largest expense is now payroll due to the hiring of the GM.
  • In addition, there are other new expenses previously not seen in monthly reviews. The Treasurer will confirm with accountant.
• OpenHatch is doing well in their fund-raising efforts w/$9K in contributions to date.
  • The OSI accountant is transferring funds to OpenHatch upon request.
  • The Treasurer will continue to monitor costs associated with managing the OpenHatch funds and fiscal sponsorship.
  • In future report, Income report will break out OSI revenues versus OpenHatch revenues.

December 2013 Financial Report

• Total assets at end of month: $118,900.66
• Income:   Total income: $9,800.06
  • Memberships: $440.00 (11 memberships; not sure renew vs new)
  • Misc OSI Contributions: $179.00 (amounts were: $14, $10, $25, $30, $100)
  • The Treasurer recognized several contributors making a monthly contributions.
• Expenses:   Total expenses: $12,459.92
  • Web site hosting: $229.60
  • Domain name(s): $49.20
  • Payroll: $4574.07
  • Payroll bureaucracy: $2767.24  (mostly in $2747.24 payment; see note below)
  • Bookkeeping services: $960.00
  • Travel reimbursements: $2556.57
• Fiscal sponsorship program
  • OpenHatch income: $9,061.13
  • Disbursement to OpenHatch: $955.60 (of $8,127.27)
    • $8833.99 - $706.72 (our current 8% fee, which may go down soon)

2013 totals

• Contributions:    $71,317.65
• Membership:        $7,148.45
• Payroll:                 $14,619.43
• Profess. fees:     $11,174.25
• Expense reimb:  $21,543.65
• Webhosting           $3,709.63

General Counsel's Report (Mark)

Trademark was setup in Benelux, see: Certificate of Registration, Benelux Office of Intellectual Property

General Manager Report (Patrick)

Operations:

Introductions with all Corporate Sponsors

• With the help of Mike Milinkovich we have confirmed and invoiced:
  • Black Duck
  • HP
  • IBM
  • Twitter
  • Reaching out to other organizations who have contributed in the past as well as new opportunities.

Introduction and request for meetings with Affiliates

• With Affiliate Chair,
  • continued discussions with inBloom to help define financial and legal commitments.
  • responded to inquiry from Costa Rican Open Source Community
• Developed draft for Affiliate contributions based on Corporate Sponsor model from revenues was shared, as well as feedback from Affiliates
  • Fees should not be a barrier to joining.
  • Primary benefit is the Affiliate member, not the money
  • Having a different structure for education (does this warrant a specific committee/list/discussions?)
• With the help of OSI contacts, Richard and Patrick should follow up with Affiliates who expressed a willingness to help when there was an actual need.

Working groups

• The FLOW Survey was completed by Joseph Potvin. He has made his resulting analysis and academic paper available to the OSI.
• New project interests
  • FS-ISAC
  • Machine-readable licenses
  • askosi/stack overflow
• The work with Joseph Potvin's Working Groups has provided more detail to help our decision-making for proposed Working Groups as well as how to manage the groups and archive/promote outputs.

Infrastructure

• CiviCRM
  • Sent out a Happy New Year card to the OSI community
    • Effort was also to test recent changes in CiviCRM
  • Developing Newsletter, i.e. content templates and production schedule
  • Updated CiviCRM data to manage affiliates, corporate partners, service providers, prospects relationships
  • Identified several hundred "Pending" accounts and am working to understand and resolve
• Wiki
  • Working to address issues with annotations, upgrade, security/permissions, redirects, short URLs, email obfuscation, etc.
  • Entered into a support contract (3,000 Euros) with XWiki.com
• Redmine (report on task assignment and workflow)
  • Identified hourly support through existing contractor
  • Will be working to fix email notifications
• Twitter account up and going

Committee Reports

(Listed in alphabetical order)

Affiliate Members (Richard)

• Richard reports there are several Affiliate prospects (as noted above) in the pipeline and recommended the OSI identify international open source groups?

Corporate Relations (Mike)

Absent: No Report

Individual Members (Bruno)

Absent, report via email: Most issues around membership were operational, and are being handled by Patrick in CiviCrm.

Licensing (Luis)

Absent: No Report

Outreach and Learning (Tony)

• Tony is reviewing the two Working Groups chaired by Joseph Potvin.
• Also reported looking for feedback for how O&L committee and others should be working with the Working Groups
• Tony indicated he will pick up FLOSSBOK after holidays.
• There was a question of what things can the OSI and O&L be doing to help others find the OSI (in-bound, rather than out-bound marketing)

Administrative Committees

Communications (Simon)

• Bruno reported the launch of a video campaign late last year to promote the usage of open source tools for development and cloud and reports this has been very successful with many people   following the videos. They are not internationalized. but he reported really enjoying producing them and suggests it may be a good idea for the future for  other open source related content.
• OSI sent a Happy New Year card.

IT Infrastructure Committee (Bruno)

Absent, report via email:

• The new wiki is going well with continued work on clean and compatible urls (in line with previous DokuWiki environment) needed.
• Redmine usage is clearly on the rise.
• Two new issues: a DNS provider and an upgrade of our Ubuntu VM are both recommended
• Drupal was recently updated.

Old Business

Review of Action Items

• GM/Masson: Send action items to board. Completed
• GM/Masson: Send note to review Dec. 4th, 2013 BOD meeting notes and minutes. Completed
• All: Review Nov. BOD notes for comments/questions. Completed
• GM/Masson: Investigate in-bound communications and work-flow solution with a report to be provided at Jan. BOD meeting. Complete
• GM/Masson: Schedule Treasurer report of OpenHatch fiscal sponsorship, both the    initial costs for setting up the accounting/sponsorship and ongoing costs. Completed
• GM/Masson: Set redirects from old wiki (Dokuwiki) to point visitors to the new site. Completed
• All: Per Potvin WG, contacts to be submitted by Directors/Affiliates. Completed
• GM/Masson: Communicate WG contacts to Potvin. Completed
• GM/Masson: Schedule Executive Committee meeting to determine next F2F meeting. Complete
• GM/Masson: Reach out to Mark again for clarification on when By-laws should be updated. Completed
• Staffing Chair/Bryant: Pass outstanding issues to GM.
• Treasurer/Fogel: Add financial report and updates to appropriate wiki page. Complete
• Affiliate Chair/Fontana: Contact and confirm with new Affiliate. Complete

New Business

• The idea of an OSI-hosted DCO (http://elinux.org/Developer_Certificate_Of_Origin) management for open source projects was raised
  • Suggestion that this could this be a WG?
  • Directors sees value in the OSI to help manage developer contributions (record / book-keeping) to projects/software. 
  • Questions were raised related to administration requirements.
  • Aa sponsor for the WG would need to be identified.
• Set Schedule for election
  • It was again affirmed that the OSI Board allows the endorsement of a Board candidate from departing Board Meetings.
• A motion was introduced to hold the F2F Board of Director's meeting in Boston on April 29th & 30th. The motion was seconded by Patrick
  • The motion met with general approval among Board and passed by common consent.
  • Patrick was asked to organize the F2F.
• The next OSI board meeting was scheduled for Wednesday, February 5, 2014 (8:00 PST). Meeting adjourned at 12:43 pm EST.