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Tuesday, November 12th, 2013 (Face-to-Face meeting, San Francisco, CA)

Quorum

Quorum reached and meeting called to order at 09:00 PST

Attendees

Board Directors

  • Karl Fogel, Treasurer
  • Richard Fontana, Director
  • Martin Michlmayr, Secretary
  • Mike Milinkovich, Director (joined at 09:28 PST)
  • Simon Phipps, President
  • Bruno Souza, Director (joined at 09:38 PST)
  • Luis Villa, Director
  • Tony Wasserman, Director

Staff/Guests

  • Patrick Masson, General Manager
  • Jane Peterman (guest at 14:00 PST for report)
  • Mark Radcliffe, General Counsel (left at 15:00 PST)

Expected, but Not Present

Regrets

  • Deborah Bryant, Director - Present
  • Harshad Gune, Director

Tuesday AM Agenda

Board Elections: Member Terms, Candidate Recruitment, Election Conduct

The Board expressed happiness with past slate of candidates and would like to replicate the election process to ensure the same level of participation and quality of candidates?

Planning to promote nominations…

  • The Board re-affirmed that candidates for Affiliate Board seats need not be a member of the OSI nor the affiliate community. Nominations for Affiliate Board seats may...
    • Patrick & Richard where tasked to contact affiliates to raise awareness of upcoming elections
    • The OSI seeks nominations that represent the diversity of the open source community.
      • professional diversity (not only current professional role, but interest in/appreciation for various roles within an organization)
      • geographic diversity
      • cultural/ethnic diversity
  • The Board re-affirmed that candidates for Individual Member Board seats must be current members of the OSI.
    • After discussion, the Board agreed, there is no issue with current or previous Board Directors endorsing candidates.
    • A discussion was held on the term length for the first member-elected Director. Currently Richard Fontana's term is in effect through one year, based on his election date (http://opensource.org/minutes20130807) which would alter the normal election cycle occurring in March/April.
      • MOTION, Karl: Richard Fontana's term as Director expires at the end of March, 2014
      • SECOND, S. Phipps
      • DISCUSSION, None
      • VOTE: Pass by common consent (Richard abstains)
  • With the hiring of a new General Manager, his presence in the meeting and triggered by the above vote in the meeting, a discussion (point of order) was undertaken about adding the GM to the Board.
    • MOTION: K. Fogel Propose appointment of Patrick Masson as ex offico member on Board of Directors
    • SECOND: S. Phipps
    • DISCUSSION: None
    • VOTE: Pass by common consent
  • Election lead time:
    • MOTION: P. Masson: Board elections are completed by the end of the Monday preceding the scheduled Board meeting in March.
    • SECOND: K. Fogel
    • DISCUSSION: None
    • VOTE: Pass by common consent
    • Announcement of OSI BoD election and call for nominations to be done on Jan. 6, 2014.
    • Date? Candidates finalized: two weeks before election
  • Open seats: 3 seats filled by Individual Members, 1 by Affiliate Members and 1 for staff (ex officio member)
    • Karl 3 year term concludes (individual): seat will become open if Karl chooses not to seek reappointment,
      Karl eligible for re-election
    • Jim (appointed staff): seat already open, seat held for ex-officio appointment by Board to be renewed annually
    • Martin (individual): seat will become open (Martin term limited after 6 years)
    • Harshad (term limited after 6 years) (affiliate): seat will become open
    • Richard (individual): seat is 1 year term and will open, Richard eligible for re-election

OpenHatch

OpenHatch asked if the OSI was interested in full stewardship (i.e., them becoming a program of the OSI, bureaucratic stewardship, but they continue to use their own name in their activities). A discussion took place related to the pros and cons of such an arrangement.

OpenHatch provides an opportunity for the OSI to extend it's mission, how should / should we partner (incorporation, incubation, support?)?

  • E.g. “OpenHatch, as an OSI Project.”
  • How does OpenHatch serve as a reference model in working with other organizations?
  • Can we develop (w/M. Radcliff) agreement parameters for future sponsorships.
  • Ensure identy is maintained/promted

However, no consensus was reached and it was decided to continue on with the relationship as already defined.

  • Keep current status as “fiscal sponsorship” per current agreement/proposal:
    • Mark has confirmed requirements for fiscal sponsorship and sent to K. Fogel
    • Karl will contact OpenHatch to let them know OSI has agreed to the agreement (minor revisions withstanding).
    • Karl to undertake operational activities to enact/operationalize/create and integrate with OSI accounting/banking.

Corporate Patrons

A description of the OSI's current status with Corporate Sponsors was reviewed. A corporate sponsors' page including companies supporting the OSI was created and posted to the OSI web site. The OSI has reached out to current sponsors to continue their support, and identified new potential sponsors to approach. A proposal for corporate sponsorship was developed outlining the OSI's goals, use of funding and sponsorship benefits. The proposal also includes recommendations for contribution amounts based on revenue and number of employees.

It was determined that educational and government organizations would be eligible for Affiliate Membership, although a unique identifier might be warranted.

Budget, and GM spending authorizations

The process for identifying/reviewing costs, allocating/approving funds and reporting expenses was discussed. It was recommended that we use the Eclipse Foundation as a model where an annual budget would be developed reflecting ongoing and expected one time costs and submitted to the board by the GM and Treasurer. The budget should identify/approve various projects/working groups, define pool of funding for those projects, then apply that budget to those projects. Spending authorization for the GM Treasurer is $20K within the scope of budgeted/planned activities. New, un-budgeted items, any expenses over $20K or expenses over budget, require Board approval. Any purchase over $1,500 should be per-authorized via treasurer@opensource.org the with a response of at least one +1 and zero -1.

IT Infrastructure

The current Infrastructure process for managing our systems and services was discussed. Historically the infrastructure was managed Internally by OSI Directors/volunteers. With our growth, it does not seem that the current approach to managing systems internally is working because of resources available. It was determined the Infrastructure Committee should contract for support as a lack of support/availability increases risk, not only of service but also our ability to serve our community as well as the OSI's reputation.

As an example of the OSI's limited internal capacity, some of our systems are not being updated.

Another example is the migration from SocialText:

  • There are today 904 pages on Social Text, going back to 2005
  • All new content creation relevant to documentation in a wiki will be posted in DucuWiki (wiki.opensource.org).
  • Patrick will develop a plan for the transition from Socialtext to DucuWiki (wiki.opensource.org) as well as migration and archiving.

There was a discussion on other means to increase support capacity, including increasing volunteers; looking for more responsiveness, and commitment from service providers, dedicated (project based) volunteers, e.g. website translation; using both, i.e. volunteers to compliment paid (contracted) services; leverage affiliates/patrons to provide professional services.

  • Karl and Bruno will introduce Patrick Masson to Patrick French and Andrew Oliver regarding infrastructure support.

A discussion related to capacity and the wiki/website led to a discussion regarding the current secretary position and updating various resources.

  • MOTION, Karl: Move that Patrick Masson hold the office of Secretary
  • SECOND, Mike:
  • DISCUSSION: None 
  • VOTE: Pass by common consent
  • MOTION, Mike: Recognize the contributions of Martin Michlmayr to the OSI
  • SECOND: Many 
  • DISCUSSION: Many on the Board expressed thanks and praise for Martins contributions and work over the years.
  • VOTE: Pass by common consent

Lunch Intermission

Tuesday AM Agenda

Quorum

Quorum reached and meeting reconvened at 13:00 PST (Luis away early PM, Tony away 1pm-2pm, Mark leaves 3pm)

Intake Process for New Board Directors

The board recognized that the process to help incoming Board Directors has been informal and ad hoc. This is probably due to the fact that most of those coming on to the Board have had experience/understanding of the OSI and open source. However as the OSI community grows and with new memberships extending the candidate pool a more formal/consistent approach may be needed. Several suggestions were offered:

  • Create packet of materials, including:
    • By-laws
    • Memo of fiduciary duties
    • Conflict policy
    • Access to resources (wiki, email, etc.)
    • Indemnity for board members
      • Two options: individual agreements/contracts, D&O insurance
  • Current resource: https://www.socialtext.net/osi-board/new_member_overview

Considering the process for on-boarding new Directors, it was suggested the OSI may need a process for “off-boarding" as well.

Trademarks and Licensing

It was discussed by the Board that there should be broader protection for the OSI logo and the term, “open source initiative.” The reasons/benefits are less about enforcement than protection of the OSI and our mission. It was noted that increasing our trademarks and enforcement would result in costs beyond the OSI's current counsel services which are provided pro bono.

The OSI Board considered where the organization might be vulnerable for infringement e.g. Brazil, China, India, Russia, and recommend a set of actions for legal services to instigate and cost.

Accounting (Jane)

The OSI Accountant, Jane Peterson provided a report related to our current financial activities and accounting practices. The newest activity has been around setting up payroll for the new General Manager. Open issues include: worker's compensation, updating PayPal accounts to include OpenHatch and remove legacy access. Patrick Masson was added to the treasurer's email list.

FLOSSBOK Discussion

The Board had a discussion about whether our not the OSI should engage with the FLOSSBOK proposal, and if so, how?

Another, similar proposal for a Working Group, was submitted to the OSI, see: http://projectmanagementhotel.com/projects/course-free-libre-open/wiki. An assessment was made related to alignment of the proposed Working Group with both the OSI and FLOSSBOK. While the new proposal is narrower in scope than the vision of FLOSSBOK, it does extend the OSI's capacity through existing efforts. It was determined that the OSI would inform the Working Group's sponsor, Joseph Potvin and Ericsson that they should create a working group charter/statement of work to present to the OSI Board.

It was also determined that the FLOSSBOK proposal should also be submitted in line with the Working Group process? Tony will develop a proposal for Working Group on the development of the FLOSSBOK (Patrick offered to help).

The working group process can be found here: https://docs.google.com/presentation/d/1JuoYpREvTIPdwdi6rAMXe2ntXOyb-goH8BmdVpcFdpQ/edit?usp=sharing

Individual members

The Board discussed how to increase member engagement and how to create deliver member benefits. While things appear to be stalled, it is hoped the new GM can undertake this effort, developing a package of benefits for individual members. The Board requested Patrick send a note to the current membership to better understand member interests, offer a 6 month extension (is this possible/practical?) and provide an organizational update.

The Board would like to start back up the OSI Newsletter as well as other communications (emails, blog posts, tweet, etc.). The goal for the Newsletter should be a semi-monthly publication with content derived from affiliates, OSI activity, board member updates, etc.

Communications with OSI Members is dependent on updating and ensuring accuracy with CiviCRM. It was suggested that Patrick identify a new CiviCRM contractor to ensure current data is valid, features/functionality, etc. exists to update/fix in order to communicate and engage with membership.

The Board discussed modifying the current memberships (policy), specifically around the membership fee, however no specific ammount/policy was determined and the Board asked the GM to investigate options and impact.

  • Update the individual membership fee to default to $40 and offer alternate approach for defining fee (e.g. cost of 10 Big Macs or something).
  • Min. amount to be $5.
  • FSFE sign-up page: https://fsfe.org/fellowship/ams/join.php

Create Glossary-style Definition of "Open Source" for Front Page and/or OSD Page

An ad hoc working group was organized during the meeting to draft a definition of open source, the OSI and OSI memberships.

  • Drafts was created:
    • OPEN SOURCE: Open source software is software that can be freely used, changed, and shared (in modified or unmodified form) by anyone. Open source software is made by many people, and distributed under <link>licenses</link> that comply with the <link>Open Source Definition</link>. See <link>“What is Open Source software?”</link> for more.
    • OPEN SOURCE INITIATIVE: The Open Source Initiative (OSI) is a global non-profit that supports and promotes the open source movement. Among other things, we maintain the Open Source Definition, and a list of licenses that comply with that definition. See our about and history pages for more.
    • OSI MEMBERSHIP: OSI is a member-based organization - join and support us! [LINK]

Meeting adjourned for the day (17:30)