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OSI Board Meeting Minutes, Sunday, November 13, 2011 (Face-to-Face meeting, San Francisco)

Quorum

Quorum reached and meeting called to order at 9:15 PST.

Attendees

Board Members

  1. Mr. Michael Tiemann, President
  2. Mr. Karl Fogel, Director
  3. Mr. Harshad Gune, Director
  4. Mr. Jim Jagielski, Director
  5. Mr. Martin Michlmayr, Secretary
  6. Mr. Andrew Oliver, Asst. Treasurer
  7. Mr. Simon Phipps, Director
  8. Mr. Tony Wasserman, Director

Guests and Observers

None.

Expected, but Not Present

  1. Mr. Michael Godwin, Director

Sent Regrets

  1. Mr. Fabio Kon, Director
  2. Mr. Mark Radcliffe, General Counsel
  3. Ms. Alolita Sharma, Treasurer

Agenda

  1. Staffing
  2. Advisory Board
  3. Assistant Treasurer
  4. Discussion about New Governance and Board Elections
  5. Various topics

Staffing (9:15 - 11:00)

Mr. Tiemann suggested talking about a staffing plan and asked Mr. Phipps to lay out his thoughts. Mr. Phipps said that a revitalized OSI would need facilitators who can devote real time and attention, especially working groups, especially around education and public policy. So a working group facilitator would be his first priority next year. Secondly, someone is needed to coordinate affiliates, advisory board, working groups, individual associates. One person would be good to coordinate and expand these.

Mr. Tiemann examined EFF for comparison: they set agenda according to staff, and when an issue comes up they try to add staff in that area.

Discussion of other organizations: EFF, GNOME, FSF, Apache, churches. Mr. Fogel raised question of a full-time executive director usually being present to coordinate staff, and asked whether the OSI board can function as an ED. Mr. Jagielski and Mr. Phipps discussed how Apache works without an ED but with some paid staff.

Mr. Wasserman suggested an ED as a first step, with fundraising responsibility to get help. Mr. Jagielski responded that the first thing an ED says is "I need help" and concentrates on getting more resources.

General discussion: are we ready to have a person who becomes the public face of the OSI?

Mr. Oliver suggested going with what we're already doing that's successful, which is the policy work.

Mr. Phipps explained how the Outercurve Foundation handles their staff. A similar arrangement could be made to handle project management and membership management for OSI.

After discussion, the board agreed on the following statement:

Part of bootstrapping the new OSI will be recruiting diverse categories of members who will provide both the democratic heft and the programmatic lift to advance the public policy positions of the OSI. The membership bootstrap will be self-funding and organic, using third-party resources until such time as in-house staff can deliver greater value for money. The public policy bootstrap will rely on solely on member participation until such time that members vote with their wallets to hire professional resources to increase capacity, effectiveness, etc.

For 2012 we are aiming to have capacity to run active working groups including associates and affiliates with no full-time staff and enough funding to buy outsourced structure to handle administrative aspects and increased activity capacity. This is on the order of up to $100K-$150K now; this may increase. We will learn what the OSI needs through organic growth from the working groups, not top-down directions from the board.

Advisory Board (11:00 - 11:45)

We discussed the advisory board. Companies on the advisory board can occasionally interact with the board. However, in order to participate in the governance of the OSI, they have to get involved in the working groups.

We intend to start recruiting for the advisory board around the time of the next election. We should have the affiliate scheme well established before we do, and we should have enough funding from affiliates to start with virtual management. Affiliates need to be aware that we're planning to have an advisory board.

Assistant Treasurer (11:45 - 11:50)

Mr. Oliver would like to step down as assistant treasurer and made a motion for Mr. Michlmayr to become the new assistant treasurer. Mr. Fogel seconded. Motion approved by general consent.

Lunch (11:50 - 12:20)

The board took a break for lunch.

Discussion about New Governance and Board Elections (12:20 - 14:00)

Mr. Fogel asked whether someone nominated by a working group would have to be from that working group or whether a working group can nominate anyone. Mr. Phipps confirmed that they had to be from the working group.

Mr. Fogel would like to see both vacancies in the next election be filled from working groups. He wonders whether we will we have enough people participating in working groups to have enough candidates by early next year.

Mr. Fogel made the following proposal: Any qualified candidate can self-nominate, whether from affiliate groups or working groups. Then each elector fills out as many STV rows as they wish. Selectricity does the rest, filling out whatever number of vacancies are available.

A question that was discussed whether the number of board members working for the same company should be restricted. General consent was that restricting to one board member from the same company seems too restrictive but that no more than 1/3 of the board draw a paycheck from the same company.

There was a lot of discussion about this topic, with a wide range of opinions. Mr. Wasserman proposed a code of ethics. Furthermore, Mr. Tiemann said that all board members should write a declaration of interest and keep it up to date. If a material conflict arises (i.e. if two parties are now sharing the same interest), the changing party must give notice to the board. The board can reconfirm them if 75% of the remaining, unconflicted group agree.

Various topics (14:00 - 14:40)

SOPA and other acts that could have an impact on open source were discussed.

Mr. Michlmayr asked about the board's preference for the meeting time for future board phone calls. The board agreed to hold meetings at 8 am Pacific Time, but express the time in UTC (i.e. 15:00 or 16:00 UTC, depending on the season).

Meeting adjourned at 14:40 PST.