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OSI Board Meeting Minutes, Wednesday, September 4, 2013

Quorum

Quorum reached and meeting called to order at 15:05 UTC.

Attendees

Board Members

  1. Karl Fogel, Treasurer
  2. Richard Fontana, Director
  3. Jim Jagielski, Director
  4. Martin Michlmayr, Secretary
  5. Mike Milinkovich, Director
  6. Simon Phipps, President
  7. Bruno Souza, Director
  8. Luis Villa, Director
  9. Tony Wasserman, Director

Guests

None.

Expected, but Not Present

  1. Harshad Gune, Director
  2. Mark Radcliffe, General Counsel

Sent Regrets

  1. Deborah Bryant, Director

Agenda

  1. Minutes Review and Approval
  2. Officer Reports
  3. Committee Reports
  4. Old Business
  5. New Business
  6. Action items
  7. Next Board Meeting

Minutes Review and Approval

The Board reviewed the minutes of the August 7 meeting. Wasserman moved that the Board approve the minutes. Phipps seconded. Minutes approved by general consent.

Officer Reports

President's Report (Phipps)

The Staffing Committee has made good progress — many thanks to Deb Bryant for keeping up the pressure to see this through. I hope we will soon see OSI making a job offer to its first full time employee. We have received notice of resignation from a director, Jim Jagielski. We'll be sad to lose Jim's input to our processes.

Secretary's Report (Michlmayr)

  • The following minutes have to be reviewed by the Board for approval:
    • August 7, 2013
  • The following approved minutes have been posted to opensource.org:
    • July 17, 2013

Treasurer's Report (Fogel)

Fogel gave an overview of the financial position of OSI and recent activities.

General Counsel's Report (Radcliffe)

Phipps said that Mark Radcliffe is working on trademark filings in the Netherlands.

Committee Reports

(Listed in no known order)

Outreach and Learning (Jagielski)

Given Jagielski's resignation from the board, we need a new chair. Wasserman is interested in chairing. Phipps moved to appoint Wasserman as chair of Outreach and Learning. Fogel seconded. The motion passed by general consent.

Licensing (Villa)

Luis Villa said that there's not much to report. He will send an update on the NASA license soon.

Individual Members (Souza)

Membership renewal reminders need to be sent out. This is an infrastructure question as CiviCRM needs to be upgraded.

Phipps observed that we should work on a new edition of the membership newsletter and asked Souza to lead the coordination.

Affiliate Members (Jagielski)

Phipps proposed to appoint Richard Fontana as the new chair. Fogel seconded. The motion passed by general consent.

Corporate Relations (Milinkovich)

Milinkovich gave an update on his corporate recruitment activities.

Administrative Committees

Communications (Phipps)

  • Phipps attended DebConf in Switzerland
  • Souza spoke at two events in Brazil
  • Wasserman spoke at an event in Moscow

IT Infrastructure Committee (Souza)

Souza will set up a new Google Analytics account.

Patrick French upgraded the VM.

Staffing Committee (Bryant)

Phipps gave an overview of the status and next steps of hiring a General Manager.

Old Business

Review of Action Items

  • Fogel: publish financial information from e-postcard (990-N) on web site. Status: done (as much as can be done so far)
  • Milinkovich and Karl Fogel: add corporate contacts to CiviCRM.
  • Michlmayr: contact members whose automatic payments have been suspended. Status: done
  • Phipps: create working group to create proposal of fiscal sponsorship of OpenHatch Status: in progress
  • Souza: send out membership renewal emails.
  • Villa: provide feedback on privacy statement.
  • Villa: update FAQ to explain the importance of licensing your code correctly.
  • All Committees Chairs: propose charter for board approval.

New Business

Jagielski has submitted his resignation from the Board.

Phipps moves that we accept Jagielski's resignation. Fogel seconds. Fontana abstains. The motion passed by general consent. Jagielski is planning to stay involved as an individual member.

The board discussed what to do with Jagielski's board seat. Jagielski's term was originally going to end on March 31, 2014 and would have been filled from the affiliates.

Phipps proposed to leave the seat vacant until April. Wasserman observed that the board is under represented in some parts of the world and by the female gender. Milinkovich is supportive of recruiting a director but does not think it makes sense to hold an election.

Phipps summarized the various options:

  1. Invite the 2nd ranked person from the recent individual member election
  2. Hold an election
  3. Keep the seat vacant
  4. Have the board recruit someone

Phipps proposed to invite the 2nd ranked person from the individual member election to serve on the board for six months. Souza seconded. Their were four votes in favor and four votes opposed, so Phipps made a casting vote against the motion.

Plans for November 12-13 in-person Board meeting

The board discussed possible venues for the face-to-face meeting.

Action Items

  • Michlmayr: update the Board of Directors page.
  • Phipps and Milinkovich: check availability of venue in SF.
  • Souza: set up a new Google Analytics account.
  • Souza: coordinate next membership newsletter.
  • Souza: work with infrastructure to upgrade CiviCRM (needed to send membership renewals).

Next Board Meeting

The next OSI board meeting is scheduled for Wednesday, October 2, 2013.

Meeting adjourned at 16:23 UTC.