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OSI Board Meeting Minutes, March 8, 2006

March 8, 2006

Attendees:

Mr. Michael Tiemann, President
Ms. Danese Cooper, Secretary / Treasurer
Mr. Russ Nelson, Director
Mr. Ken Coar, Director
Mr. Sanjiva Weewarawana, Director
Ms. Laura Majerus, Director of Legal Affairs
Mr. Mark Radcliffe, General Counsel

Absent:
Mr. Rishab Aiyer Ghosh, Director
Mr. Joi Ito, Director
Mr. Bruno Souza, Director

Quorum Established at 11:00 am EST/ 08:00 PST (presumed).

Agenda:

1. Amendment to OSI's By-Laws:

Mr. Tiemann moves to amend by-laws of OSI to formally reduce the required number of Board Members for quorum to 4. Mr. Weewarawana seconds. Passed by General Consent.

2.Commitment:

Discussed desired characteristics of new BOD members. Independence is key in new BOD members.

3. BOD New Candidates:

a) Mr. Tiemann moves that the OSI Board empower the President to offer Mr. Matt Asay of Alfresco the BOD seat vacated by Mr. Chris DiBona. Mr. Coar seconds. Passed by General Consent.

b) Mr. Tiemann moves that the OSI Board empower the President to offer Mr. Ernie Prabhakar of Apple a position as Board Observer. Mr. Coar seconds. Passed by General Consent.

c) Mr. Tiemann moves that the OSI Board empower the President to offer Mr. Joris Komen of SchoolNet Namibia a position as Board Observer. Mr. Coar seconds. Passed by General Consent.

d) Mr. Tiemann moves that the OSI Board empower the President to offer Mr. David Axmark of MySQL a position as Board Observer. Ms. Cooper seconds. Passed by General Consent.

4. BOD Reinstatements:

a) Ms. Cooper moves that the OSI Board vote to reinstate Mr. Tiemann as a BOD Member for another term. Mr. Nelson seconds. Passed by General Consent.

b) Mr. Tiemann moves that we re-instate Mr. Bruno Souza as a BOD Member for another term. Mr. Nelson seconds. Passed by General Consent.

5. Definition of "OSI Board Observer" role:

A Board Observer role is:

  • A highly trusted position, not offered for "political reasons".
  • Same as Mr. Eric Raymond's (OSI Founder and President Emeritus) current active state on OSI (doesn't reflect his "emeritus" status).
  • Allows participation on Board mailing list.
  • Voice in BOD discussions, but has no binding vote.

6. Adjournment:

Mr. Tiemann moves that the Board adjourn. Ms. Cooper seconds. Passed by General Consent.

Meeting adjourned at 12:00 EST/ 15:00 PST (presumed).