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OSI Board Meeting Minutes, March 7, 2005

Notes: March 7, 2005 OSI Board Meeting Minutes

7:30am-12:30pm Austin, TX

Attendees (reconstructed):

Mr. Michael Tiemann, President and Director
Ms. Danese Cooper, Secretary, Treasurer, and Director
Mr. Russ Nelson, Director
Mr. Ken Coar, Director
Mr. Eric Raymond. Director
Mr. Mark Radcliffe, General Counsel
Ms. Laura Majerus, Legal Affairs

Quorum established at 8:30AM EST (7:30AM CST).

Agenda:

30 minute By-Laws - Board Resolution setting number
60 minute BOD Conversation (1 hour)
30 minute Voice
30 minute OSDL
30 minute OSBC
45 minute PartyLine
15 minute Licensing HowTo
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4 hours

Action Items:

AI - Mr. Radcliffe send approved amended docs to Danese for inclusion in these minutes
AI - Mr. Radcliffe draft "Conflict of Interest" doc for public display on our website

AI - Mr. Nelson to set up new opensource.org alias for PR topic

AI - Mr. Tiemann to discuss transfer of opensource.org from SPI to OSI

Notes:

***By-Laws - Board Resolution setting number***

Mr. Radcliffe will make a redline of the ByLaws and distribute. Bylaws are both technically and substantively in need of changes:
-technical (references to certification, definition of open source)
-substantive (how many board members?, quorum set as majority?)
Mr. Tiemann proposes that we consider published agendas and establishing quorum by issue? Mr. Radcliffe says this may be problematic in California. Mr. Raymond wants a simple majority (5 of 9). Ms. Cooper asks question about how many BOD members are still able to vote? Staggered terms, yearly elections. Agreed that we will establish staggered 1, 2 and 3-year terms and draw lots to determine length of service. Compensation of BOD members (full or part-time employees) set at 49%. Question of Executive Director.

*Mr. Nelson moves that the BOD accept the Amended and Restated Articles of Incorporation (attached), seconded (by Mr. Tiemann) and passed unanimously.

Termination: Voting off the BOD, super majority of serving or authorized (the lower) and 2-phase commit (45 day period with radio silence) followed by a second simple majority vote...For cause (such as breaking law) can be removed by simple majority. Consider having BOD members sign an agreement on installation.

Anniversary: confirmed April 1st

CA law commits standing committees with non-BOD member participation (can non-BOD members chair committees)?

***BOD Conversation***

Discussed various nominations, candidates, and applications to the OSI Board of Directors.

Retiring BOD member: Eric Raymond

Existing BOD members:

2008 Russ Nelson
2008 Ken Coar
2008 Danese Cooper
2006 Michael Tiemann

Expiration dates of New BOD members:

2006 Joi Ito, Bruno Souza
2007 Sanjiva Weewarawana
2007 Rishab Aiyer Ghosh
2007 Chris DiBona

Or, in graphic terms:

2006   Michael Tiemann Joi Ito Bruno Souza  


2007   Sanjeeva Weewarawana Rishab Aiyer Ghosh Chris DiBona  


2008   Russ Nelson Danese Cooper Ken Coar  

Corporate Affiliation and Conflict of Interest question...BOD believes that we serve Open Source first and corporate masters second, also of course there is a need for BOD members to recuse themselves if any issue is a conflict- can it be solved by Fiduciary Duties document to be posted publicly?

*Mr. Nelson moves that BOD accept the slate of new BOD members and attendant expirations of term. Seconded by Mr. Raymond and passed unanimously.

Mr. Tiemann appoints Eric Raymond Board Observer.

***Voice***

Ms. Cooper reported on upcoming Media Training ($500, needs approval as expense).
Discussed pros and cons of working with external PR firm v. handling ourselves.

Discussion to be continued in email (some x@opensource.org address). Mr. Nelson will distribute our aliases.
Discussed question of voice vis a vis ownership of opensource.org domain. Mr. Tiemann will ask SPI again to transfer domain.

***OSDL***

-Ms. Majerus says the Halloween Docs came up recently with them.
-Mr. Raymond says that senior executives in Silicon Valley spoke to him about his "three concerns", wants to make sure OSS is relevant in 10 years.
-License deprecation (problems: hitting corporate licenses hard...Mozilla will be a problem). Artistic License is Mr. Raymond's recommended remedy.
-Offer to work with OSDL on improved "Strong copyleft (GPL)", "Weak copyleft (MPL)" and "Copycenter (BSD)" licenses to be set up as the "Gold Standard". Must be vetted.

***OSBC***

Briefing by Ms. Cooper and Mr. Radcliffe

***Common Agreed Positions***

Discussed possible consensus position so that more OSI board members can respond more consistently to PR inquiries.

***Licensing HowTo***

Mr. Raymond presented his ideas on how to present the topic of licence choice for three communities: users, developers, corporate folks.

Meeting adjorned at 1:30PM EST (12:30PM CST)