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OSI Board Meeting Minutes, July 13, 2005

Wednesday July 13, 2005

Attendees:

Mr. Michael Tiemann, President
Ms. Danese Cooper, Secretary/Treasurer
Mr. Russ Nelson, Director
Mr. Ken Coar, Director
Mr. Sanjiva Weerawarana, Director
Mr. Bruno Souza, Director
Mr. Chris DiBona, Director
Mr. Joi Ito, Director
Mr. Mark Radcliffe, General Counsel
Ms. Laura Majerus, Director of Legal Affairs

Quorum Established at 11:00AM EDT

Agenda:

1) Approval of past minutes.

2) Housekeeping by Ms. Cooper, Secretary/Treasurer

3) Trademark update by Mr. Radcliffe

4) License Proliferation Committee update by Ms. Majerus
a) what's been done
b) what's being blocked
c) what needs doing/help
d) likely prospects for OSCON (best case, worst case)
e) Discussion

5) Membership Committee update by Mr. Coar
a) Discussion of membership committee in OSCON context (could be tabled)

6) OSDL update

7) Budget / Schedules / Participation
a) Discussion

8) OSI Public Positioning
a) Discussion of things we want to remove/replace before OSCON

9) Proposed Resolutions:

The following text was put forward for consideration by the board. No vote was taken.

Resolution R1: Amendment of the Bylaws to provide for Project Management Committees.

WHEREAS, the Board of Directors deems it to be in the best interests of the Corporation and consistent with the Corporation's purpose to expanded the scope of the Corporations's activities beyond the sole issue of licence certification, and

WHEREAS, the Board deems it proper and fitting to establish a framework to identify participants, scopes, and bounds for these activities,

NOW, THEREFORE, BE IT RESOLVED, that the Bylaws of the Corporation be amended as follows, adding the following as Section 15 of Article VI:

Section 15. Project Management Committees. In addition to the officers of the corporation, the Board of Directors may, by resolution, establish one or more Project Management Committees consisting of at least one officer of the corporation, who shall be designated chairman of such committee, and may include one or more other individuals as the Board or the chairman of the committee deems appropriate. Unless elected or appointed as an officer in accordance with Section 6.3 of these Bylaws, a member of a Project Management Committee shall not be deemed an officer of the corporation. All Project Management Committees shall be advisory in nature.

Each Project Management Committee shall be responsible for the active management of one or more projects identified by resolution of the Board of Directors which may include, without limitation, activities furthering the purposes of the Corporation as defined in Section 3.2 of these Bylaws. Subject to the direction of the Board of Directors, the chairman of each Project Management Committee shall be primarily responsible for project(s) managed by such committee, and he or she shall establish rules and procedures for the day to day management of project(s) for which the committee is responsible.

The Board of Directors of the corporation may, by resolution, terminate a Project Management Committee at any time.

Resolution R2: Licence Proliferation Committee.

WHEREAS, the Board of Directors deems it to be in the best interests of the Corporation and consistent with the Corporation's purpose to establish a Project charged with examining the issue of Open Source licence proliferation and providing recommendations to the Board concerning it,

NOW, THEREFORE, BE IT RESOLVED, that a Project, to be known as the "OSI Licence Proliferation Project", and a Project Management Committee (PMC) to govern it, to be known as the "OSI Licence Proliferation PMC", be and hereby are established pursuant to Bylaws of the Corporation; and be it further

RESOLVED, that the OSI Licence Proliferation PMC be and hereby is responsible for considering and discussing the matters of Open Source licence proliferation, its impact on OSI and the industry, and considering means of lessening such impact; and be it further

RESOLVED, that the office of "Vice President, OSI Licence Proliferation" be and hereby is created, the person holding such office to serve at the direction of the Board of Directors as the chair of the OSI Licence Proliferation PMC, and to have primary responsibility for management of the projects within the scope of responsibility of the OSI Licence Proliferation PMC; and be it further

RESOLVED, that the persons listed immediately below be and hereby are appointed to serve as the initial members of the OSI Licence Proliferation PMC:

    • Laura Majerus
    • Russell Nelson
    • Michael Tiemann
    • Danese Cooper
NOW, THEREFORE, BE IT FURTHER RESOLVED, that Laura Majerus be and hereby is appointed to the office of Vice President, OSI Licence Proliferation to serve in accordance with and subject to the direction of the Board of Directors and the Bylaws of the Corporation until death, resignation, retirement, removal or disqualification, or until a successor is appointed.

Resolution R3: Licence Approval Committee.

WHEREAS, the Board of Directors deems it to be in the best interests of the Corporation and consistent with the Corporation's purpose to establish a Project charged with examining licences for compliance with the Open Source Definition (OSD) and providing recommendations to the Board concerning them,

NOW, THEREFORE, BE IT RESOLVED, that a Project, to be known as the "OSI Licence Approval Project", and a Project Management Committee (PMC) to govern it, to be known as the "OSI Licence Approval PMC", be and hereby are established pursuant to Bylaws of the Corporation; and be it further

RESOLVED, that the OSI Licence Approval PMC be and hereby is responsible for considering and discussing the matters of OSD licence compliance, and be it further

RESOLVED, that the office of "Vice President, OSI Licence Approval" be and hereby is created, the person holding such office to serve at the direction of the Board of Directors as the chair of the OSI Licence Approval PMC, and to have primary responsibility for management of the projects within the scope of responsibility of the OSI Licence Approval PMC; and be it further

RESOLVED, that the persons listed immediately below be and hereby are appointed to serve as the initial members of the OSI Licence Approval PMC:

    • Russell Nelson
    • Michael Tiemann
    • Danese Cooper
    • Eric S Raymond
NOW, THEREFORE, BE IT FURTHER RESOLVED, that Russell Nelson be and hereby is appointed to the office of Vice President, OSI Licence Approval to serve in accordance with and subject to the direction of the Board of Directors and the Bylaws of the Corporation until death, resignation, retirement, removal or disqualification, or until a successor is appointed.

Resolution R4: Membership Committee.

WHEREAS, the Board of Directors deems it to be in the best interests of the Corporation and consistent with the Corporation's purpose to establish a Project charged with examining the issue of transforming the Open Source Initiative to a membership-based organisation and providing recommendations to the Board concerning it,

NOW, THEREFORE, BE IT RESOLVED, that a Project, to be known as the "OSI Membership Project", and a Project Management Committee (PMC) to govern it, to be known as the "OSI Membership PMC", be and hereby are established pursuant to Bylaws of the Corporation; and be it further

RESOLVED, that the OSI Membership PMC be and hereby is responsible for considering and discussing the issue of transforming the Open Source Initiative to a membership-based organisation, and be it further

RESOLVED, that the office of "Vice President, OSI Membership" be and hereby is created, the person holding such office to serve at the direction of the Board of Directors as the chair of the OSI Membership PMC, and to have primary responsibility for management of the projects within the scope of responsibility of the OSI Membership PMC; and be it further

RESOLVED, that the persons listed immediately below be and hereby are appointed to serve as the initial members of the OSI Membership PMC:

    • Ken Coar
    • Danese Cooper
    • Sanjiva Weerawarana
    • Michael Tiemann
    • Russell Nelson
    • Andy C Oliver
    • Michael Wechner
    • Sam Ruby
    • Costin Manolache
NOW, THEREFORE, BE IT FURTHER RESOLVED, that Ken Coar be and hereby is appointed to the office of Vice President, OSI Membership to serve in accordance with and subject to the direction of the Board of Directors and the Bylaws of the Corporation until death, resignation, retirement, removal or disqualification, or until a successor is appointed.

Resolution R5: Open Standards Committee.

WHEREAS, the Board of Directors deems it to be in the best interests of the Corporation and consistent with the Corporation's purpose to establish a Project charged with examining the issue of the application of standards to Open Source development efforts, and providing recommendations to the Board concerning it,

NOW, THEREFORE, BE IT RESOLVED, that a Project, to be known as the "OSI Open Standards Project", and a Project Management Committee (PMC) to govern it, to be known as the "OSI Open Standards PMC", be and hereby are established pursuant to Bylaws of the Corporation; and be it further

RESOLVED, that the OSI Open Standards PMC be and hereby is responsible for considering and discussing the matters of standards as used and/or implemented by Open Source projects, intellectual property encumbrances entailed thereby, and the possibility of creating a document defining the criteria for labeling a standard as an 'OSI Open Standard' as a companion to the Open Source Definition; and be it further

RESOLVED, that the office of "Vice President, OSI Open Standards" be and hereby is created, the person holding such office to serve at the direction of the Board of Directors as the chair of the OSI Open Standards PMC, and to have primary responsibility for management of the projects within the scope of responsibility of the OSI Open Standards PMC; and be it further

RESOLVED, that the persons listed immediately below be and hereby are appointed to serve as the initial members of the OSI Open Standards PMC:

    • Michael Tiemann
NOW, THEREFORE, BE IT FURTHER RESOLVED, that Michael Tiemann be and hereby is appointed to the office of Vice President, OSI Open Standards to serve in accordance with and subject to the direction of the Board of Directors and the Bylaws of the Corporation until death, resignation, retirement, removal or disqualification, or until a successor is appointed.

Meeting adjourned at 2:00PM EDT