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OSI Board Meeting Minutes, Wednesday, October 9, 2013

Quorum

Quorum reached and meeting called to order at 15:04 UTC.

Attendees

Board Members

  1. Deborah Bryant, Director
  2. Karl Fogel, Treasurer
  3. Richard Fontana, Director
  4. Martin Michlmayr, Secretary
  5. Mike Milinkovich, Director (until 15:30 UTC)
  6. Simon Phipps, President
  7. Bruno Souza, Director
  8. Luis Villa, Director
  9. Tony Wasserman, Director

Guests

  1. Patrick Masson, General Manager (effective November 8)

Expected, but Not Present

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

Sent Regrets

None.

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 September 4 meeting. Fogel moved that the Board approve the minutes. Phipps seconded. Minutes approved by general consent.

Officer Reports

President's Report (Phipps)

We have appointed a General Manager! This is a landmark for OSI — many thanks to everyone who has made this happen.

Secretary's Report (Michlmayr)

  • The following minutes have to be reviewed by the Board for approval:
  • The following approved minutes have been posted to opensource.org:
    • August 7, 2013
  • The following minutes need to be completed:
    • October 2, 2013

Treasurer's Report (Fogel)

Fogel reports:

  • Total assets: $125,347.62
  • Income (September): $20,564.85
  • Expenses (September): $4763.81
  • OpenHatch request for fiscal sponsorship for the Open Source Comes to Campus program.
    • Fogel explained how fiscal sponsorship works: donors make donations to us, but indicate that the donations are for OpenHatch. We collect the money. When OpenHatch needs money, we can pay bills for them or send them a check.
    • Michlmayr expressed concerns about the lack of a formal proposal, as was agreed by the board two months ago; he generally believes it's a good idea, though.
    • Various other concerns were raised by Bryant and other board members. There are two risk factors: does it fit into our mission? Do we have the resources to handle the overhead? OpenHatch's focus on open source education fits our mission well. Fogel agreed to handle the overhead of fiscal sponsorship.
    • Phipps moves that the board authorizes the treasurer to initiate a fiscal sponsorship relationship with OpenHatch, to document the commitment he's making on our behalf and bring them back to our November meeting. Fogel seconded. The motion passed by general consent.

General Counsel's Report (Radcliffe)

No report submitted.

Committee Reports

(Listed in alphabetical order)

Outreach and Learning (Wasserman)

Wasserman spoke about the FLOSS Body of Knowledge at the recent Mozilla Summit in Brussels. There was a lot of interest, so Wasserman will try to engage with them.

Bryant spoke at a conference in North Carolina about open source for military folks. Many attendees were not aware of the OSI, so there's a lot of work.

Licensing (Villa)

Villa sent a licensing report earlier today. The update of the NASA should be approved. The Tidepool license has generated a lot of discussion and there's no clear consensus yet.

Individual Members (Souza)

Membership: we need to send membership reminder emails. Our contractor has been working on the upgrade of CiviCRM. During this process, he ran a cron-job that sent a one-line, cryptic email to an unknown number of members, creating some confusion.

Newsletter: we are late with the newsletter, and I'll start a discussion about the contents of it today.

Affiliate Members (Fontana)

Fontana has had some conversations with Seneca College and believes they would make a good academic affiliate.

Corporate Relations (Milinkovich)

No report submitted.

Administrative Committees

Communications (Phipps)

There have been no web site messages this month.

OSI was represented at several events:

  • Phipps spoke on OSI's behalf at Open World Forum in Paris, both in a plenary session and in a video interview.
  • Souza spoke about Open Source Cloud initiatives at JavaOne (US) and CloudConf (Brazil) events.
  • Wasserman spoke at OWF and Mozilla Summit.

Phipps is working on a statement about OSI hiring a General Manager. He'd also like to publish a statement on OpenHatch fiscal sponsorship once the details have been worked out.

IT Infrastructure Committee (Souza)

  • Issue with sending emails to renewals is being worked on.
  • Mailing list for speaker requests has been created, and Josh Berkus will take care of it.

Staffing Committee (Bryant)

Staffing committee is pleased to report that Patrick Masson has accepted our board-approved job offer for the position of General Manager and will start November 8th.

Essential Employee Related Policy work within the committee charter remaining (short list):

  • Basic employee policies governing Paid Time Off (i.e. procedure for advising of time off; does it accumulate year to year and so forth)
  • Holiday policies (which will be OSI’s official employee holidays)
  • Policies and procedures for Travel and Expense Reimbursements

The staffing committee will continue to work with the new general manager and between now and the next board meeting (face-to-face in San Francisco) will accomplish the following:

  • Complete the GM hiring process (requisite forms for IRS and New York State)
  • Announce the new hire to the extended board and the public
  • Identify and put payroll process in place (most likely through our accountant)
  • Work with new GM on orientation
  • Hand off the work of drafting employee policy for Board consideration to the GM
  • Recommend Committee Sunset for approval at November board meeting.

Old Business

Review of Action Items

  • Michlmayr: update the Board of Directors page. Status: done.
  • Milinkovich and Karl Fogel: add corporate contacts to CiviCRM.
  • Phipps and Milinkovich: check availability of venue in SF. Status: done. DLA Piper offered a venue.
  • Phipps: create working group to create proposal of fiscal sponsorship of OpenHatch. Status: obsolete. Fogel will work on details.
  • 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).
  • 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

  • Face-to-face meeting in San Francisco in November
    • Venue secured thanks to DLA Piper
    • Flights and hotels
    • Pre-meeting with new General Manager
  • Trademark question from David Russell: Fogel will follow-up.

Action Items

  • Fogel: work on fiscal sponsorship agreement with OpenHatch.

Next Board Meeting

The next OSI board meeting is scheduled for Wednesday, November 6, 2013.

Meeting adjourned at 16:35 UTC.