OSI Board Meeting Minutes, Saturday, February 27, 2010 (Face-to-Face meeting, Raleigh)

Attendees

Board Members

1. Mr. Michael Tiemann, President
2. Mr. Ken Coar, Director
3. Ms. Danese Cooper, Treasurer
4. Mr. Harshad Gune, Director (joined at 14:30 EST / 11:30 PST)
5. Mr. Martin Michlmayr, Director
6. Mr. Russell Nelson, Director
7. Ms. Nnenna Nwakanma, Director
8. Mr. Andrew Oliver, Director (joined at 10:38 am EST / 7:38 am PST)
9. Ms. Alolita Sharma, Secretary

Guests and Observers

1. Mr. Simon Phipps, Board Observer

Expected, but Not Present

1. Mr. Mark Radcliffe, General Counsel

Sent Regrets

1. Mr. Bdale Garbee, Board Observer
2. Mr. Ernest Prabhakar, Board Observer
3. Mr. Rishab Aiyer Ghosh, Director

Agenda

Saturday (February 27, 2010)

09:00 - 10:30: Templatizing licenses (Mr. Nelson)

10:30 - 11:00: Executive Session on Corporate Entity Forensics - Internal board discussion (Ms. Cooper)

11:00 - 12:00: Call with Luis Villa regarding MPL v2.0

12:00 - 13:30: Lunch

13:30 - 14:30: OSI Financial Status, 2009 Funds and Expenditures, Anticipated 2010 Funds and Expenditures) by the Treasurer - Internal board discussion (Ms. Cooper)

14:30 - 15:00: OSI State-of-the-Union by the President (Mr. Tiemann) (1 hour) (2009 Accomplishments, 2010 Goals, Where we have succeeded and failed)

15:00 - 17:00: Review of OSI committees and projects by committee chairs (Prepared Presentations Preferred; 2010 Goals; Proposals; Accomplishments; Ideas)

• Licensing Review Committee (Mr. Nelson)
• Policy and Economic Development Committee (Mr. Tiemann)
• Education Committee (Ms. Sharma)
• Fundraising Committee (Mr. Tiemann)
• IT Infrastructure Committee (Ms. Sharma / Mr. Michlmayr)
• Governance Committee (Mr. Oliver / Mr. Phipps)
• Communications Committee (Discussion)
• Legal Affairs Committee (Ms. Cooper)
• New Projects Committee (Ms. Sharma)

17:00: Meeting concludes

17:00 - 18:00: Movement Workshop (optional)

19:00 - 22:00: Team Dinner

Details

09:00 - 10:30: Templatizing licenses (Mr. Nelson)

Mr. Nelson started the discussion on templatizing licenses. Templatizing includes using text and language from existing licenses for new licenses. But it may not be simple problem. e.g. Ricoh used the MPL as a template and did a general search and replace on certain words (e.g. software instead of code). Mr. Tiemann mentioned that today OSI doesn't have a perfect system for stewarding licensing. He mentioned that CC has instead taken a strategy of managing the licenses (stewarding the copy of the text for each license) and develop a consistent set a rules to steward the licenses. The OSI could take the approach of becoming a conservancy for these stewarded licenses. This could give the OSI an opportunity to raising funds from various organizations to do the job. e.g. from Mozilla. This role could provide a fundable function for the OSI. Instead of people/organizations trusting the OSI to software licensing on its own, a relationship between the OSI and the organization would develop and it would be more of a partnership.

Ms. Nwakanma talked about having a licensing constituency as well as a licensing committee.

Mr. Nelson mentioned that when a license has no constituency and no one to defend it (the license), it should be deprecated. But Mr. Phipps mentions that's hard to do especially when it cannot be established whether it is being used or not.

Action Item: Interface to OSI website to provide licensing list to other services (such as SourceForge) who access this list of licenses. Mr. Coar volunteers to work on this.

Mr. Phipps mentioned choice of law - that it may not wise to templatize every license e.g Debian. Choice of venue (for legal litigation) for e.g. may not be templatized.

Mr. Tiemann mentioned the 65-35 relationship (65 GPL and rest of the others are 35), types of licenses such as open source licenses, attribution licenses etc. (types of attributes that define each licenses) and CC using those ideas to define types of attributes for each type of license and then change legal terms according to the country of jurisdiction.

Given the increasing interest of governments in using open source licenses, we the OSI should use this opportunity to support such initiatives by taking the role of stewardship. The OSI is not interested in competing or subverting the FSF. It is interested in maintaining the corporate functions e.g. EUPL is in 27 countries.

If we address only 35 percent of the problem, then this templatizing effort may not be worth undertaking.

Ms. Cooper talked about CDDL and her experience in putting together CDDL as well as in its stewardship.

Mr. Tiemann discussed OSI licensing 2.0. Mr. Tiemann reiterated that he continues to believe that there is no organization that can take over the OSI's assets today. The OSI could work in partnership with CC to do this better. The board could also put together a vision to suggest OSI's role as a steward for licenses and to gauge what the community reaction is. It may not be essential to get FSF's permission because the GPL is a special case.

Ms. Nwakanma talked about engagement of the license stewards is the first step to undertaking this task.

Mr. Nelson mentioned tat the board is general agrees that it may be possible to work with CC to select attributes for licenses.

Mr. Tiemann mentioned that the OSI has already defined these attributes so it may not be needed e.g. in CPAL. The OSI has a community accepted OSI approved definition of attribution today. So we (the OSI) should use this for software specific licensing. Our current efforts towards approval of licensing is not very strategic today. Historically, ESR had opposed a complete re-evaluation of all licenses because you cannot destroy all the community equity that the OSI has gained over time. We could try this again but would it work. It may be a better idea to work with other organizations such as Mozilla (e.g. state of California). Defining licenses now done more in terms of patterns instead of names is more modern way of doing licenses.

Action item: Is to define a vision and approach the stewards with this idea. e.g. the PostGresSQL got the code from Berkeley under specific licensing terms and then came to us for approval of their own code based on this base. Copyright assignment is an issue/ relicensing of code is an issue.

Mr. Nelson - IBM Public License - today would not have been approved by the OSI today. The two license threads from the Eclipse Public license and IBM Public License have merged today. This could be cited in the discussion with the license stewards. Similar example would be SUN Public License being superseded by CDDL also (Mr. Phipps).

Mr. Nelson asks if anyone on the board has any objections to raise them now before further digging deeper into templatization.

• Action Item: The OSI / Mr. Nelson will connect with Mozilla and get Mr. Villa's opinion.
• Action Item: The OSI / Mr. Nelson will connect with CC (Joi Ito) to get their opinion.
• Action Item: Mr. Nelson will work on contact the stewards as needed.

10:30 - 11:00: Executive Session on Corporate Entity Forensics - Internal board discussion (Ms. Cooper)

Ms. Cooper provided the Board a detailed report on OSI corporate status.

11:00 - 12:00: Call with Luis Villa regarding MPL v2.0

Mr. Villa provided the OSI board an update on the progress on Mozilla's effort to re-do MPL to update it to MPL v2.0.

Afternoon Sessions

13:30 - 14:30: OSI Financial Status, 2009 Funds and Expenditures, Anticipated 2010 Funds and Expenditures) by the Treasurer - Internal board discussion (Ms. Cooper)

The board discussed fundraising status, travel budgets for this year's planned face-to-face meetings and other planned spending on specific OSI activities.

Best practices in other open source organizations were discussed.

Questions raised included:

• Is it worth the expenditure for the OSI to go to open source conferences such as OSCON, OWF and FISL?
• Is it better to have multiple (more than one) face-to-face meetings? Are these meetings valuable?

Meetings should be held and budgeted for when meeting once a year for administration. The rest of the productive approved meetings are to be based on proposals on what is being presented and by which board member available locally.

Mr. Phipps pointed out that we may need multiple meetings due to the distributed nature of the organization.

Consensus was reached on:

• Having an agenda driven travel schedule
• Prior planning timing - 3 months notice
• Having at least one face to face meeting every year and at most two meetings (if funds permit)
• If any of the board members has a particular agenda to present, they can compete for funding by submitting proposals and justification for how the funded activity will benefit the OSI's objectives.

Mr. Michlmayr had specific requests to the Treasurer regarding current funds available, receipt tracking, Network For Good status, Pay Pal account status.

14:30 - 15:00: OSI State-of-the-Union by the President (Mr. Tiemann) (1 hour) (2009 Accomplishments, 2010 Goals, Where we have succeeded and failed)

Mr. Tiemann assessed that in 2009, the OSI board:

1. Spent a lot of cycles on re-instating corporate status.
2. As projects, Education and FlossCC are the two areas the organization has made new progress on.
3. Licensing is holding steady.
4. IT infrastructure: Infrastructure issues are not solved yet and are still in progress.

The OSI's goals for 2010:

1. The opportunity is ripe for doing more work with FLOSSCC especially in Japan. Mr. Tiemann will also be working on the organizing committee for Open World Forum.
2. On the education front - there is a great opportunity to build a strong community.
3. The five administrative committees we have today are in sync with what OSI's goals are.
4. Fundraising - if we are able to make some progress in some of our program areas, raising funds becomes easier.
5. Managing OSI's assets: The OSI trademark was successfully registered and accomplished as a goal. Restoration of our corporate status was also successful.

We as an organization should measure our success on the basis of our work in OSI's committees.

15:00 - 17:00: Review of OSI committees and projects by committee chairs (Prepared Presentations Preferred; 2010 Goals; Proposals; Accomplishments; Ideas)

Licensing Review Committee (Mr. Nelson)

Mr. Nelson reported that the committee is looking at talking to the licensing stewards; asking them that where we can merge their licenses into one of the major license types (GPL, MPL). 6-7 licenses which are really close to the MPL could be easy use cases.

Policy and Economic Development Committee (Mr. Tiemann)

Mr. Tiemann reported that the committee has not met after being established. Mr. Tiemann has been working directly with the folks involved in various economic development projects. The State of California and DOD open source policy statements, 301 situation and Indonesian memo can be used as discussion starters. Policy as well as economic development discussions can be led from there. A registry of interested active parties could be coined so that the community can be more active.

Ms. Nwakanma reported that FOSSFA / IDLELO will be conducting a series of sessions (in a track) educating governments/officials via a e-gov channel. A couple of participants from India and South Africa will be participating. Nico Elema will be putting up all government policies for Africa on their website. Ms. Nwakanma asked whether the OSI can leverage FlossCC studies and materials. For. e.g , open source policy could be divided into administration, telecommunications, interoperability, e-gov, and infrastructure.

Education Committee (Ms. Sharma)

Mr. Gune reported on open source in education activities that he has been leading in India and results from focused programs.

Fundraising Committee (Mr. Tiemann)

Covered in President's report in earlier session.

IT Infrastructure Committee (Ms. Sharma / Mr. Michlmayr)

Will be covered in tomorrow's discussion.

Governance Committee (Mr. Oliver / Mr. Phipps)

Ms. Cooper reported that various drafts are in progress for membership models. Mr. Oliver mentioned that the committee largely agrees with a subset of the original proposals. Mr. Nelson said the licensing committee operates today in a way similar to what the governance committee may be proposing. Mr. Phipps made a counterpoint that the licensing committee is primarily a US focused committee today. EUPL may be a larger committee model to look at as a reference.

Communications Committee (Discussion)

Mr. Michlmayr has agreed to lead the committee and Mr. Phipps would focus on OSI policy.

Legal Affairs Committee (Ms. Cooper)

Ms. Cooper reported that it is very tough to get pro-bono lawyers even for the OSI. A legal advisory board may not work for the OSI since legal advice can be given only by one lawyer at a time. Everyday legal follow-up belongs to the general counsel. As far as the current OSI legal advisory board, they don't respond to any requests from the board today.

Ms. Cooper suggested that we dissolve the legal affairs committee.

Action items are:

• Having a license committee of lawyers if needed
• Engaging a business counsel for OSI's business
• Separating OSI business from licensing legal experts
• License-discuss is a way to engage
• The OSI probably could find a lawyer to manage OSI's business affairs
• The OSI needs to list an agent - for legal purposes and state laws.
• Timeline to develop a list of candidates: April 1, 2010. Mr. Oliver - will take the lead on developing this list of candidates.

New Projects Committee (Ms. Sharma)

Nothing major to report.

17:00: Meeting adjourned for the day.