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OSI Board Meeting Minutes, Wednesday, October 14, 2009

Quorum reached and meeting called to order at 08:03 am PT.

Attendees

Board Members

  1. Mr. Michael Tiemann, President
  2. Mr. Ken Coar, Director
  3. Ms. Danese Cooper, Treasurer
  4. Mr. Martin Michlmayr, Director
  5. Ms. Nnenna Nwakanma, Director (on irc)
  6. Mr. Andrew Oliver, Director (joined at 9:05 am)
  7. Mr. Harshad Gune, Director (joined at 8:35 am)
  8. Mr. Rishab Aiyer Ghosh, Director (joined at 8:55 am)
  9. Ms. Alolita Sharma, Secretary

Guests and Observers

  1. Mr. Bdale Garbee, Board Observer (on irc)
  2. Mr. Simon Phipps, Board Observer
  3. Mr. Zak Greant, Board Observer

Expected, but Not Present

  1. Mr. Mark Radcliffe, General Counsel
  2. Mr. Merrill Freund (Schwartz Communications)

Sent regrets

  1. Mr. Russell Nelson, Director
  2. Mr. Ernest Prabhakar, Board Observer

Agenda

  1. Approval of Minutes
  2. Officer reports
  3. Committee reports
  4. Staff reports
  5. Old business
  6. New business
  7. Motions for consideration by board

Approval of Minutes

Please review the following minutes as edited for public posting.

September 2, 2009 - Monthly board meeting
July 16, 2009 - Face to face meetings, Palo Alto
July 17, 2009 - Face to face meetings, Palo Alto
February 5, 2009 - Face to face meetings, Brussels
February 6, 2009 - Face to face meetings, Brussels

Officer Reports


President's Report:

  • Since the last board meeting I learned that not only was the non-profit tax status of the OSI under review, but that the legal status of the organization itself had been suspended by the office of the Secretary of State of California. I discussed the matter immediately with our general counsel and promptly notified the board. I have nothing further to report on that matter except that this will be a major topic of today's meeting
  • I represented the OSI at meetings in London (large companies developing open source governance strategies), Paris (the Open World Forum), Kyoto (the STS Forum), and Tokyo (at the offices of the Linux Foundation). A major focus of my travels included the continuing development of a manifesto and roadmap for open source competency centers in concert with other efforts that range from Brazil to Finland, France to Japan, South Africa to USA, and India to Ireland.
  • Special thanks to Ms. Sharma for her diligence in completing the editing and reporting of the minutes of our face-to-face meetings in Brussels and Palo Alto. Such attention helps us greatly in terms of being able to demonstrate the OSI's commitment to transparency and good governance.
  • Continued thanks to our IT team, who faithfully install new (and frequent) security updates to Drupal and other parts of our infrastructure.
  • With the new blog postings that Mr. Phipps, Ms. Sharma, Mr. Nelson, Mr. Oliver, and others have been posting we seem to have stabilized our web traffic at around 9,000 hits per day average. This is 10% below last year and 20% below from where we were a few years ago, but it is 10% better than where we were earlier this year when almost nobody was generating new content. The value of opensource.org continues to depend on how we choose to use it.
  • I believe we still lack the evidence we need to demonstrate the required allegations of use of our trademark in the field of education. I hope that we can make progress on that while we address the pressing issue of our legal status.
  • I have secured an agreement in principle to provide dial-in numbers should our current dial-in numbers expire, however the offer does not include connectivity to much of Africa and only a handful of cities in India, so it may be of little use in solving our greatest dial-in challenge.

General Counsel's Report:

  • Status (Mr. Radcliffe) - Not filed.

Secretary's Report:

Ms. Sharma reports -

  • Please review the following board meeting minutes for approval.
    • September 2, 2009 - Monthly board meeting for September 2009
  • All pending minutes have been completed for the 2009 face-to-face meetings in Brussels and Palo Alto. She has referred to personal notes for some of the Brussels meeting details and requests all board members and observers who were in attendance to highlight any details that may be missing.
    • July 16, 2009 - Face to face meetings, Palo Alto
    • July 17, 2009 - Face to face meetings, Palo Alto
    • February 5, 2009 - Face to face meetings, Brussels
    • February 6, 2009 - Face to face meetings, Brussels
  • All approved board minutes have been posted on opensource.org.
    • August 5, 2009 meeting minutes

Treasurer's Report:

Ms. Cooper gave a report on the OSI's banking and financial status and is expecting some donations. Also, she reports that there are no other expense reports pending.

Committee Reports


Licensing Committee

  • License Review status (Mr. Nelson) - No report filed.

Membership Committee

Mr. Oliver reports that the membership committee had one meeting and discussed what they agree on. A follow-up meeting was scheduled but unfortunately fell through due to Mr. Oliver's unforeseen travel delays. The meeting has been rescheduled. The goal is to turn that agreement into a set of explanations to present to the board at the next meeting with an open agenda.

IT Infrastructure Committee

Ms. Sharma reports the following status on behalf of the infrastructure committee.

The infrastructure committee held an IRC meeting on Sept 25. Agenda items discussed included providing active members/participants opensource.org email addresses, infrastructure migration to new server, opensource.org management, opensource.org Drupal module updates - for security, localization, theme etc. and opensource.org server downtime. Mr. Greant reports that he has been setting up a Drupal development environment as well as SVN on the RIMU server. Mr. de Silva reports that he has completed setup of two wikis based on DokuWIKI for the OSI education and membership projects. Mr. de Silva has also setup a common access control between the wikis and a registration approval process to prevent spam bots. However, he is waiting for a wiki requirements / strategy document so that further configuration such as assigning a suitable domain name, themes, backup/failover scheme, admin procedures etc. can be completed.

Action items from meeting include

  • Remind Michael Tiemann for email policies proposal (Alolita Sharma),
  • Get mailman installed on new server (Andy Oliver),
  • Develop mail migration proposal draft (Zak Greant),
  • Review mail migration proposal draft (Alolita Sharma, Chamindra de Silva),
  • DNS migration proposal draft (Zak Greant),
  • Review DNS migration proposal draft (Alolita Sharma, Chamindra de Silva)

The committee anticipates proposals to be presented to the board for review in the November meeting. Mr. Tiemann would like to see the solution address board list access and membership email access separately. The membership committee will look at membership access to opensource.org. Mr. Greant and Ms. Sharma concurred.

Staff Reports


IT Services (Mr. Greant)

  • Merged into IT infrastructure committee status report.

Old Business

  • OSI Legal Status (Mr. Tiemann, Ms. Cooper)

Mr. Tiemann reports that the California Secretary of State has suspended the business license of the OSI, due to our lack of timeliness in filing certain vital documents. Mark Radcliffe and Danese Cooper are presently working with all haste to rectify the situation, but the board should be aware that at the present time we are in a legal limbo.

Ms. Cooper reports that she has been communicating with Mr. Ryan from DLA Piper who has said that all paperwork is in the pipeline to the state of California. He has also spoken with the Secretary of State of California. Mr. Ryan understands the OSI's sense of urgency to get this matter resolved. Ms. Cooper will stay on top of this matter until resolved.

  • Education resources for trademark filing (Ms. Sharma)

The OSI needs to post training material which is OSI related on opensource.org. Specifically, the OSI must show its logo being used in conjunction with specific educational initiatives. If you are running a specific educational initiative (such as teaching open source, consulting, etc.) in a way that represents the OSI, then use the mark, send Ms. Sharma a link to that usage/offering, and we can add that to the evidence needed for a Class 41 filing.

Ms. Sharma has put together a draft of the material on OSI and Open Source Education for posting on opensource.org. She requests board members to add their talks to the partial list she has put together. She also requests that board members and observers review the material and provide comments. The document can be reviewed on the OSI wiki.. Mr. Tiemann will review the material and get back with comments.

  • OSI trademark and logo usage agreement for public use (Mr. Nelson)

In our sprint at OSCON in July, Mr. Nelson had been appointed trademark executor for OSI. It was discussed at that time to provide a PDF version of the OSI trademark and logo usage agreement on the OSI website (opensource.org). Has this document been posted on the website? This topic was deferred since Mr. Nelson was not present.

  • Dial-in numbers for board communications (Mr. Tiemann)

The OSI board may need a new conference call dial-in number. Does anybody have the ability to provide an alternative? Mr. Tiemann reports that he can get alternate support from Red Hat if needed. But the service doesn't support Africa and limited coverage of cities in India. Mr. Phipps will check one of his colleagues if a conferencing facility can be setup for the OSI.

DLA Piper has provided us with a questionnaire to complete for the opensource.org privacy policy. Mr. Greant has taken a preliminary pass at the document and solicited review from the board on August 13. Ms. Nwakanma and Ms. Sharma have submitted comments. Mr. Radcliffe has said he will take a look at the responses. The questionnaire is available on the OSI wiki.

Ms. Sharma suggested that the board review the privacy policy draft sent back from DLA Piper.

  • OSI Online T-Shirt Shop (Mr. Greant)

A general discussion has been ongoing on the board list about technologies, strategies for OSI's online shop. See http://ideas.opensource.org/ticket/103 for more details.

Ms. Cooper reports that we need to able to handle the fulfillment process. Mr. Phipps reports that Mr. Coar cannot support the fulfillment process right now. Mr. Oliver has offered to handle the fulfillment instead. Mr. Phipps would be happy to put a store together. Mr. Rosen still has the OSI's Paypal account pointing to his address. Ms. Cooper suggests we get send a note to Mr. Rosen. Ms. Sharma will draft a note to Mr. Rosen requesting transfer of Paypal account attached with the text of letter to be sent to Paypal. The OSI will reimburse any costs that Mr. Rosen has to issue to Paypal for the change. The OSI may also need to get in touch with him about tax returns filed on behalf of the OSI during his OSI tenure.

  • Provisioning guidelines for @opensource.org email addresses (Mr. Greant)

Merged update into IT infrastructure committee report. See http://ideas.opensource.org/ticket/181 for details.

  • opensource.com and Red Hat follow-up (Mr. Oliver, Ms. Sharma)

A discussion is in order about how the OSI can best work with Red Hat to ensure that the larger open source community is involved in an advisory capacity at opensource.com. Mr. Oliver has offered to work further on putting a strategy paper for further discussion. The discussion is scheduled for later this month and will then be reported to the board.

New Business

  • Conference report from Open Source Forum, Paris (Mr. Tiemann)

See Mr. Tiemann's blog post on opensource.org.

  • Withdraw the "Open Source Company" as an official position of the OSI. (Mr. Nelson, Mr. Oliver)

This topic needs further discussion and is deferred for a future board meeting when both Mr. Nelson and Mr. Oliver are available.

  • Recruiting new committee members (Discussion)

Committees could report on recruitment success. Should the OSI wait for the membership committee to submit a set of principles they can agree on to recruit more people or do this in parallel to the membership effort. Mr. Phipps reports that the membership committee can present the high-level principles of membership possibly by the December meeting. Ms. Cooper suggests a membership proposal by February would coincide well with FOSDEM where such a report could be presented.

  • Venue for next face to face Board meeting (Discussion)

There are two venues to be considered for the next F2F meeting - Brussels (FOSDEM is February 6-7, 2010) and Pune (GNUnify in February 2010).

  • Policy about speaking assignments of board members (discussion)

A policy needs to be drafted about board members declaring their speaking opportunities on behalf of the OSI ahead of time. The text could include: "We resolve that any board member resolving to speak on behalf of the OSI must publish the venue and topic beforehand and provide the OSI adequate notice before the event such that necessary information is approved by the board and would clarify plans for any board member." Ms. Sharma will draft the initial wording and send it out for review to the board.

Motions for consideration by the board

  • Motion to approve minutes for September 2, 2009 - monthly board meeting.
  • Motion to approve minutes for July 16, 2009 - Face to face meetings, Palo Alto
  • Motion to approve minutes for July 17, 2009 - Face to face meetings, Palo Alto
  • Motion to approve minutes for February 5, 2009 - Face to face meetings, Brussels
  • Motion to approve minutes for February 6, 2009 - Face to face meetings, Brussels

Mr. Coar moves to approve the minutes. Ms. Sharma seconds. The minutes are approved by general consent.

The next OSI BOD meeting is scheduled for November 11, 2009. Mr. Tiemann may be late for or miss the November board meeting if his travel plans change.

Ms. Cooper moves to adjourn the meeting. Mr. Coar seconds.

Meeting Adjourned at 10:05 PDT.