OSI Board Meeting Minutes, Wednesday, April 21, 2010

Quorum reached and meeting called to order at 9:03 am PT.

Attendees

Board Members

1. Mr. Michael Tiemann, President
2. Ms. Danese Cooper, Treasurer
3. Mr. Harshad Gune, Director (on irc)
4. Dr. Fabio Kon, Director
5. Mr. Russell Nelson, Director (joined at 9:12 am)
6. Mr. Andrew Oliver, Director
7. Mr. Simon Phipps, Director (joined at 9:07 am)
8. Ms. Alolita Sharma, Secretary
9. Dr. Tony Wasserman, Director

Guests and Observers

1. Mr. Ken Coar, Board Observer
2. Ms. Nnenna Nwakanma, Board Observer (joined at 9:40 am)
3. Mr. Mark Radcliffe, General Counsel (host for conference call)
4. Mr. Rishab Aiyer Ghosh, Emeritus Board Member (joined at 9:15 am)

Expected, but Not Present

None.

Sent Regrets

1. Dr. Martin Michlmayr, Director

Agenda

1. Minutes Review and Approval
2. Officer Reports
3. Committee Reports
4. Old Business
5. New Business
6. Motions for Consideration by Board
7. Next Board Meeting

Minutes Review and Approval

Please review the following minutes as edited for public posting.

March 7, 2010 - Monthly board meeting minutes

Mr. Tiemann moved that the board approve the minutes. Ms. Cooper seconded. Minutes approved unanimously.

Officer Reports

President's Report:

The election of officers took place on March 7th 2010, and the OSI welcomed 3 new board members (in alphabetical order Fabio Kon, Simon Phipps, Tony Wasserman) as well as promoting two emeritus board members to observer status (Ken Coar and Nnenna Nwakanma). Congratulations to all!

Several OSI board members (including myself) are members of the program committee of the Open World Forum. This, combined with the overlap of activities in open source education, open source competency, and other topics has given many members of the board many more opportunities to work together in circumstances other than OSI board meetings. It will be interesting to see whether this helps strengthen our resolve to take further steps to open the membership and governance of the OSI by the time of next year's board meeting.

I welcomed Ms. Sharma's attempt to further increase the effectiveness and efficiency of the board when she suggested we read the standards that the GNOME Foundation sets for its members: http://live.gnome.org/FoundationBoard/BoardMemberDuties

General Counsel's Report:

Mr. Radcliffe reports about several legal initiatives around open source:

• Contributor agreement by Canonical's Amanda Brock has been roundly criticized by many in the community. Misunderstandings around this agreement are in the process of being resolved.
• Motorola has a supply-chain compliance licensing requirement. The company is attempting to make this consistent and Mr. Radcliffe is involved in this process. Software tools are also being used to detect GPL tool violations. Motorola is working with the Linux Foundation to resolve some of the issues such as software with hidden material defects.
• American Law Institute has proposed changes in the law for software contracts which are not compliant with best practices in industry. These changes should not be adopted by states.
• Usage of AGPL is increasing
• MNA and open source licenses
• Watch continues on IBM vs. Turbo Hercules issue

Mr. Tiemann would like to see how the OSI can get more engaged in legal initiatives where it can contribute effectively. Mr. Radcliffe suggested that the OSI consider looking at the contributor agreement issue.

Secretary's Report:

Ms. Sharma reports:

• The following board meeting minutes have to be reviewed by the Board for approval.
  * March 7, 2010 - Meeting minutes for special OSI Annual Elections
• The following approved board minutes have been posted on opensource.org.
  * February 10, 2010 - Monthly board meeting minutes for February 2010

Treasurer's Report:

Ms. Cooper reports -

a. Taxes and Corporate Status:

• 2009 taxes and charitable entity paperwork have been filed before April 15th this year.
• OSI's paperwork is all in good standing.
• OSI has filed requests for reimbursements from the IRS, the California State Franchise Tax Board and our former accountants.

b. Current funds balance

c. Expected Expenditures:

• Some reimbursement requests for the face-to-face meeting in Raleigh have been processed. Some other reimbursements are due.
• Inquired about SSL Certificate renewal
• Anticipated costs for Mr. Nelson' travel to OSCON
• Anticipated costs for Open World Forum

d. Mail received:

• Last month (up to 6th April) we only received 4 pieces of mail including:
• 1 donation check
• Notice from DLA Piper

-Two pieces of junk mail

Mr. Tiemann has suggested a time limit of 90 days for any reimbursements. There will be no reimbursements beyond a year since the books are closed.

Committee Reports

License Committee (Mr. Nelson)

No report submitted.

Membership-Governance Committee (Mr. Oliver)

Mr. Oliver reports -

Mr. Phipps is due to draft an initial charter based on our presentation at the last face to face board meeting and along the lines outlined in the draft document. Once the draft is completed the membership committee will make suggested edits and work on the implementation plan.

Education Committee (Ms. Sharma)

Ms. Sharma reports -

Ms. Sharma has been meeting with various faculty members in the Bay Area universities to get their ideas as well as participation in a workshop on collaborative tools and technologies (POSSE). She has also been working with Dr. Tony Wasserman of CMU on organizing activities around open source in education. Based on feedback from various faculty members, she has proposed to the POSSE folks to co-locate such a workshop with major open source conferences such as OSCON to maximize results.

IT Infrastructure Committee (Ms. Sharma)

Ms. Sharma reports -

Opensource.org was moved from old hardware to new hardware at Hyperreal. OSI's web team was not notified of this upgrade until completed. Due to system environment changes, incompatibilities of our Drupal version with installed PHP version caused parts of the website to be un-editable as well as functionality to be missing. Ms. Sharma debugged the editing problem and fixed it.

Ms. Sharma and Mr. Michlmayr also met in San Francisco on April 16th for a half day design sprint on opensource.org. The sprint included walking through current content on opensource.org and identifying unused or obsolete parts. Ms. Sharma worked on content gardening and removed some outdated content and links.

Communications Committee (Dr. Michlmayr)

Dr. Michlmayr reports -

The OSI Board responded to all enquiries and questions addressed to it since the last Board meeting. The news section on opensource.org was continuously populated with fresh news, in particular by Dr. Michlmayr, with the exception of the week after Easter. Mr. Phipps worked on a blog posting expressing our opposition to the BBC's plans to add digital restriction measures to digital broadcasts in the United Kingdom. Finally, Ms. Sharma reviewed the content on opensource.org and removed some outdated pages (see the IT Infrastructure Committee report).

Old Business

• Membership Proposal Status (Mr. Oliver, Mr. Phipps)

See above.

New Business

Election of Officers for Next Year (April 1, 2010 - March 31, 2011):

Please refer to related documents on OSI's wiki for details.

After detailed discussions by all members of the board, Mr. Tiemann proposed the board vote on the following slate of officers.

President: Mr. Michael Tiemann
Treasurer: Ms. Danese Cooper
Assistant Treasurer: Mr. Andrew Oliver
Secretary: Ms. Alolita Sharma

The Officers slate is set to start retroactively as of April 1, 2010 to March 31, 2011.

Mr. Tiemann moved that the board vote on the proposed slate of officers. Mr. Nelson seconded the motion. The board approved the slate with a majority vote.

Election of Committee Chairs for Next Year (April 1, 2010 - March 31, 2011):

Postponed to next meeting.

Retirement of Obsolete Roles:

Postponed to next meeting.

OSI at OWF (Discussion)

Postponed to next meeting.

OSI response to patent assertions against open source (Discussion)

Postponed to next meeting.

Report from FSFE Legal Workshop (Mr Phipps)

Postponed to next meeting.

Motions for consideration by the board

Postponed to next meeting.

Next Board Meeting

The next OSI BOD meeting is scheduled for Wednesday, May 5, 2010 at 8AM PDT / 11AM EDT.

Meeting Adjourned at 10:08 AM PDT.