OSI Board Meeting Minutes, Wednesday, August 11, 2010

Quorum

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

Attendees

Board Members

1. Mr. Michael Tiemann, President
2. Mr. Harshad Gune, Director (joined late at 8:41 am only via IRC)
3. Dr. Fabio Kon, Director (joined late at 8:12 am)
4. Dr. Martin Michlmayr, Director
5. Mr. Russell Nelson, Director
6. Mr. Andrew Oliver, Asst. Treasurer
7. Mr. Simon Phipps, Director
8. Ms. Alolita Sharma, Secretary
9. Dr. Tony Wasserman, Director (left at 8:22 am)

Guests and Observers

1. Mr. Ken Coar, Board Observer
2. Ms. Nnenna Nwakanma, Board Observer

Expected, but Not Present

1. Mr. Mark Radcliffe, General Counsel

Sent Regrets

1. Ms. Danese Cooper, Treasurer

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

The following minutes were reviewed for public posting.

July 7, 2010 - Monthly board meeting minutes

Mr. Tiemann moved that the minutes be approved after review by the board. Dr. Michlmayr seconded the motion. Mr. Oliver abstained. Minutes approved by general consent.

Officer Reports

President's Report:

No report by the President this month.

Secretary's Report:

Ms. Sharma reported:

• The following minutes have to be reviewed by the Board for approval:
  • July 7, 2010 - Meeting minutes for July 2010 board meeting.
• The following approved minutes have been posted on opensource.org:
  • June 2, 2010 - Meeting minutes for June 2, 2010 board meeting.
• OSI Change of Address update from Guidestar: Ms. Sharma has initiated inquiry into OSI address update on Guidestar. Ms. Sharma will report back to the board when update is completed.
• Update personal info for new Board Members on OSI wiki: Completed by Ms. Sharma

Treasurer's Report:

Ms. Cooper reported:

Tax Matters: Have not yet resolved the rebate of taxes issue with the IRS. Accountant still researching. Still not paying any penalty until definitive word determined.

Banking Details: Ms. Cooper provided details on OSI finances which included bank balances, funds inflow, outflow and expected expenses as of end of July 2010. Ms. Cooper also stated that a signature card has been mailed to add Mr. Oliver as a signer on the current OSI bank accounts. Reimbursements for Raleigh face-to-face meeting have been processed.

Postal Mail: As of August 10, 2010, bank statements and some junk mail was received.

Open Issues:
a) Network for Good account information update as per Martin's request - follow-up in progress
b) PayPal account reinstatement - follow-up in progress
Mr. Nelson discussed the current situation with OSI's PayPal account. He will follow-up with PayPal and try to get this resolved.

General Counsel's Report:

None.

Committee Reports

(Listed in alphabetical order)

Education Committee (Ms. Sharma)

The education committee postponed its monthly meeting due to OSCON. The next meeting is scheduled for the 4th Friday of August (August 27th).

License Committee (Mr. Nelson)

No report submitted.

Legal Affairs Committee (Ms. Cooper)

No report submitted.

Membership-Governance Committee (Mr. Phipps)

Mr. Phipps reported activity highlights for the membership-governance committee for the month of July:

• Further volunteers emerged, including several with valuable connections to other potential stakeholder communities.
• Confirmation e-mail sent to volunteers, advising them that further information would be forthcoming.
• Mr Phipps led a discussion on the revision of the governance during the Foundations meeting (co-located with OSCON) with support from Ms. Cooper. From this it was clear that a revision of OSI's governance to stakeholder membership would be both welcomed and supported by the communities represented at the meeting, but their leaders were skeptical that it could actually be achieved.
• Mr Phipps made a diagram representing the proposed revisions available to the attendees of the Foundations meeting and proposes to send this to the volunteers during August as part of a call to participation in drafting governance and identifying charter stakeholders.

Mr. Phipps talked about the feedback from the OSCON foundations meeting. Some of the interested foundations included ASF, Mozilla, Eclipse and several other smaller non-profits. These organizations would like to affiliate with the OSI and lend their support.

Mr. Phipps would like to call a committee meeting to lead the charge to build an affiliate program, a general membership program, corporate membership, and membership for other organizations like the FLOSS competency centers which are quasi-government organizations. Mr. Kon mentioned that the FLOSS competency centers are mostly public-private partnerships and there is no specific percentage for participation from various organizations in these competency centers. Mr. Oliver thinks the structure proposed by Mr. Phipps is too hierarchical. Ms. Sharma wondered if Mr. Phipps would publish a timeline for deliverables for the work expected from committee projects that are to be kicked off in the near future. Mr. Tiemann mentioned that we (all board members) could contribute actively to these projects.

Next steps include constituting a membership committee with invitations to other interested foundations. Building an Affiliate program would be a board activity initially.

Mr. Phipps moved that the board approve that the membership governance committee shall be composed of individuals who accept to participate. These members will be drawn from existing board members and other volunteers. Ms. Sharma seconded. The motion was approved by general consent.

Questions raised by various board members:

1. Is the affiliate program an extension to the OSI membership structure proposed by Mr. Phipps?
2. Is the structure too complex? (esp. for administrative functions)
3. Will this work for the OSI?

Policy and Economic Development Committee (Mr. Tiemann)

None.

Administrative Committees

Communications Committee (Mr. Michlmayr)

Dr. Michlmayr reports -

The OSI Board responded to the majority of inquiries and questions addressed to it since the last Board meeting. The news section on opensource.org was continuously populated with fresh news.

IT Infrastructure Committee (Ms. Sharma)

Nothing major to report. Mr. Nelson reiterated his interest in continuing to support the OSI as hostmaster as long as is necessary.

New Projects / Outreach Committee (Ms. Sharma)

Ms. Sharma reports that OSI board members participating at OSCON met with various open source community members and discussed membership as well as other OSI initiatives such as education and policy matters. Mr. Nelson's BOF on Open Data drew an interested group of people who worked on an initial draft of an Open Data Definition. See Mr. Nelson's report on the OSI wiki for more details.

Old Business

Logistics for OSI face-to-face meeting at OWF (Ms. Sharma, Mr. Michlmayr)

Details about the logistics can be found on the OSI wiki.

Agenda for OSI face-to-face meeting at OWF (Ms. Sharma)

Ms. Sharma has set up a document on the OSI wiki for adding agenda items for discussion at our face-to-face meeting. Board members are requested to add any topics for discussion to this document.

New Business

Discussion deferred till next meeting.

Should the OSI develop a consensus on Open Core, or leave it to individual board members to blog their differing opinions?

Position statement drafted by Mr. Phipps and reviewed by several OSI board members needs to be voted on and published.

Motions for consideration by the board

Approval of Minutes

Mr. Tiemann moved that the July 7 meeting minutes be approved after review by the board. Dr. Michlmayr seconded the motion. Mr. Oliver abstains. Minutes approved by general consent.

Next Board Meeting

The next OSI BOD meeting is scheduled for Wednesday, September 1, 2010 at 8:00 AM PDT.

Ms. Sharma moved that we adjourn the meeting. Mr. Tiemann seconds. Meeting adjourned at 08:57 am.