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OSI Board Meeting Minutes, Saturday, November 9, 2012

Quorum

Quorum reached and meeting called to order at 9:18.

Attendees

Board Members

  1. Ms. Deborah Bryant, Director
  2. Mr. Karl Fogel, Director
  3. Mr. Fabio Kon, Director
  4. Mr. Martin Michlmayr, Secretary
  5. Mr. Mike Milinkovich, Director
  6. Mr. Simon Phipps, President
  7. Mr. Luis Villa, Director
  8. Mr. Tony Wasserman, Director (until 12:30)

Guests

  1. Mr. Mark Radcliffe, General Counsel (joined at 17:25)

Expected, but Not Present

None.

Sent Regrets

  1. Mr. Harshad Gune, Director
  2. Mr. Jim Jagielski, Director
  3. Ms. Alolita Sharma, Treasurer

Board member good standing

  • Considered policy on good standing and Board participation by Board members; decided to enforce that policy for the March 2013 elections.

Budget, travel plan/policy

  • Decided to continue with case-by-case consideration. If request volume increases, then we can create a policy.

Creation of annual report

  • Planning an annual report for next year.
  • Planning a "Report for the Year" blog post or member email for 2012.
  • Financial transparency is important. We could present basic financial information ("income from donations", "income from sales", etc) in a President's Report or in a "Yearly Report" post.

Review and update annual work plan

  • Event presence -- plan/prioritize
  • Create a global aggregated open source event calendar or find who's already doing this? Should it be / can it be crowdsourced? See if Lanyard has an API?
  • Bylaws redraft deferred into 2013. This is connected to how we run board elections in February/March 2013.

Bookkeeper's Report (Jane Peterman)

  • Ms. Peterman gave an overview of income and expenses.
  • Discussed cost of producing monthly reports
  • Discussion around filing of 990s

Working groups strawman

  • Discussion of Mr. Phipps' proposal. The proposal was accepted.
  • We will use this method for specific Board tasks in the near future. The Washington, DC face-to-face is going to be a test case for the WG method.

Revisit OSD and license review process

  • Non-proliferation as an explicit criterion
  • Discussed patent language and policy
  • Decided to use a data-centered approach; guided decision tree.

GitHub

  • Discussed the problem of unlicensed code on GitHub.

Corporate membership

  • Discussed initial companies to approach
  • Discussed corporate membership agreement
  • Discussed launch
  • One of Mr. Kon's student has updated the OSI logo. Discussion about updating the web page.

Web site redesign and refresh

  • Discussed new landing page for licenses
  • Discussed redesign and refresh

ITU concern letter

  • We're going to pass on this one.

Default license for OSI non-code publications

  • E.g., CC-BY, CC-BY-SA?

Board governance (Mark Radcliffe)

  • Mr. Radcliffe discussed past experience of member organizations having trouble getting enough members for quorum, for decisions requiring member voting.
  • Electronic voting by members is a possibility (Delaware allows it), but needs to be thought through and described carefully. CA non-profit code may allow electronic voting -- again, just need to make sure that how we do it is okay with the law.
  • D&O insurance: not needed now but something to look at once we start planning for employees

Meeting adjourned: 18:05