February 08, 2018 Minutes

Quorum

Quorum reached and meeting called to order at 12:04 EST.

Attendees

Board Members

Simon
Carol
Patrick
Josh
Allison
Molly
Richard

Guests

Expected, but Not Present

Mike
Paul

Sent Regrets

Deb Bryant
Italo Vignoli

Officer Reports

Motion to approve minutes

• Aug. 10, 2017 minutes (Patrick) https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20170810DraftMinutes
• Sep. 14, 2017 minutes (Patrick) https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20170924DraftMinutes
• Fall F2F minutes (Patrick) https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/2017FallF2FDraftMinutes
  Patrick to update by referencing "action items"

Treasurer's report (Josh), in process.

Board Topics

Spring 2018 Face to Face Meeting

When is the spring F2F meeting and where?

• San Francisco, CA
• Microsoft (Carol)
• Google (Josh)
• Mozilla (Simon)
• EFF and San Francisco Tech Center (Molly)

Schedule

• Open: Monday, April 30th, 9:00 a.m.
• End: Tuesday, May 1st, 4:00 p.m.
• Board Dinner, Monday, April 30th TBD
• Event: Tuesday, May 1st, 4:00 p.m. TBD

Membership Topics

• Perl Application
  

Communications Topics

Fundraising Topics

Legal Topics

Retainer letter signed with Dykema Cox Smith. Will seek second opinion from Pam. Considering current discussions in othere areas of current OSI work, this would be a good time to pursue the certification. Simon to follow up with DLAPiper to inform our general counsel of our goals / work.

Infrastructure Topics

Incubator/Project Topics

ClearlyDefined

• February monthly report from ClearlyDefined: https://osi.xwiki.com/bin/Main/Projects/ClearlyDefined+Incubator+Project+Proposal/ClearlyDefined+Monthly+Board+Report%3A+February%2C+2018/
• Press release for ClearlyDefined announcement on Mar. 6 - Carol to provide draft, Simon to provide quote
• Standards report (verbal)
  

Review of Timeline

• Planning Timeline

Next Board Meeting

• The next OSI board meeting is scheduled for March 8th, 2018
  

Meeting adjourned at 12:59 EST

Motions

• Motion (Patrick): Approve and post the meeting minutes of Aug. 10, 2017minutes
  https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20170810DraftMinutes
• Second (Simon).
• Discussion: None
• Vote: 7 Yes; 0 No; 0 Abstain.
  

• Motion (Patrick): Approve and post the meeting minutes of Sep. 14, 2017 minutes
  https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20170924DraftMinutes
• Second (Carol).
• Discussion: None
• Vote: 7 Yes; 0 No; 0 Abstain.
  

• Motion (Patrick): Approve and post the meeting minutes of Fall F2F minutes:
  https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/2017FallF2FDraftMinutes
• Second (Josh).
• Discussion:
• Vote: 7 Yes; 0 No; 0 Abstain.
  

• Motion (Simon): Approve Perl as affiliate member.
• Second (Josh).
• Discussion: Many members of the Board highlighted Perl Foundation's long history as an open source software project and their submission of the Artistic License. Review of the Affiliate Agreement and qualifications raised no issues. The Board was happy to see such a well known and respected foundation join the OSI.
• Vote: 6 Yes; 0 No; 1 Abstain (Allison).
  

• Motion (Simon): Adjourn.
• Second (Josh).
• Discussion: None
• Vote: 7 Yes; 0 No; 0 Abstain.
  

Appendix A - Treasurer's Reports

Treasurer's Report As of January 31, 2018

Total Assets at Beginning of Period (01/01/18): $104,733 (1)

Revenue or Sources of Funds
Contributions: $6,649
Memberships: $560
Interest: $2
Total Revenue or Sources of Funds: $7,211

Expenses or Uses of Funds
Payroll Expenses: $9,056
Legal & Professional Fees: $923
Office Expenses: $236
Travel & Entertainment: $2,858
Other Expenses: $731
Total Expenses or Uses of Funds $13,804

Open Accounts Payable adjustment: $200

Total Assets at End of Period (01/31/18): $98,339

Major Contributions in the last 12 months:

Sponsor Name	Date Invoiced	Dae Paid	Sponsorship Amount	Sponsorship Receivable
Previous Sponsor Previous Sponsor Previous Sponsor New Sponsorship Previous Sponsor New Sponsorship New Sponsorship New Sponsorship New Sponsorship New Sponsorship New Sponsorship New Sponsorship New Sponsorship Previous Sponsor New Sponsorship New Sponsorship Previous Sponsor	03/09/17 04/03/17 04/17/17 06/12/17 06/26/17 06/26/17 07/31/17 07/31/17 08/11/17 08/11/17 09/11/17 09/14/17 09/14/17 10/01/17 10/06/17 12/14/17 01/12/18	03/09/17 04/27/17 06/05/17 07/03/17 06/26/17 07/03/17 09/07/17 09/07/17 09/05/17 11/01/17 10/02/17 09/28/17 10/14/17 11/11/17 10/17/17 01/31/18 - -	$25,000 $20,000 $15,00 $1,000 $20,000 $1,000 $1,000 $1,000 $7,500 $2,500 $15,000 $7,500 $7,500 $20,000 $20,000 $20,000 $6,000	$0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $6,000

(1) Restated from cash to accrual basis; increase is due to including accounts receivable

Appendix B - Team Reports

Communications Team

Membership Team

New Affiliate Application: The Perl Foundation (TPF) (Affiliate Agreement)

Currently recognized as a (or application submitted for) non-profit / not-for-profit (or equivalent) by the national government were organized.
    ✓ 2000 - 2013 Tax Returns (http://donate.perlfoundation.org/irs.html)

Mission statement describing purpose and goals.
    ✓ Mission Statement (top of page)

Documentation formalizing organization, e.g. by-laws.
    ✓ TPF Bylaws

Publicly available release of a product(s) or service(s).
    ✓ Most recent release of Perl
    ✓ Numerous grass-roots Perl-based groups, including: International Yet Another Perl Conferences; Carries the legal responsibility for Perl 5 and Perl 6; perl.org; Perl Mongers; PerlMonks.

Use of an OSI approved open source license (software development projects only).
    ✓ TPF owns ​ Artistic Licence 2.0​, Rakudo Perl 6​ is licensed under Artistic License 2.0.
    ✓ Perl 5 is dual licensed under ​Artistic License 1.0​ and GPL

Documented approach for participation by the public.
    ✓ General guidelines to help Perl development are documented here: Perl Foundation - Want to Help?
    ✓ TPF does not control or govern the Perl development community and TPF helps community as outlined in #3. The Perl development community itself is open for anyone to join and it has active participation. For instance:

• Trending Perl repositories on GitHub today
• What's new on CPAN - October 2017
  

An active community:

• Methods for current and interested individuals/organizations to join and participate in your community
  ✓ TPF itself recruits volunteers on an ad hoc basis as examples below:
  • The Perl Foundation News - Call for Organizers - TPCNA: 2018
  • The Perl Foundation News - Grants Committee needs a new member
• Active participation from multiple contributors, i.e. individuals and organizations other than founders (contributions may be other than programming/technology)
  ✓ The community itself is open as written in #5.
  ✓ Separately, TPF has volunteers and its core volunteers list is at​ TPF Who's Who, None of them is a founder.

References from other open source projects, ideally a current OSI Affiliate Member.

    ✓ Reference: Allison Randal, member of the OSI board and a member of TPF board

Fundraising Team

Infrastructure Team

Legal Team

Incubator/Projects Team