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OSI Board Meeting Minutes, Wednesday, December 4th, 2013

Quorum

Quorum reached and meeting called to order at 16:03 UTC.

Attendees

Board Members

  1. Deborah Bryant, Director - Present
  2. Karl Fogel, Treasurer - Present
  3. Richard Fontana, Director - Present
  4. Harshad Gune, Director -Present
  5. Patrick Masson, General Manager, Director and Secretary - Present
  6. Martin Michlmayr, Director - Present
  7. Simon Phipps, President - Present
  8. Tony Wasserman, Director - Present

Guests

  1. Mark Radcliffe, General Counsel (not present)

Expected, but Not Present - Sent Regrets

  1. Mike Milinkovich, Director
  2. Bruno Souza, Director
  3. Luis Villa, Director - Luis

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 review, comment and amendments to the Nov. 12th & 13th minutes were tabled to give the Board a chance to review. As one of the Board Members was not present at the face to face meeting, there were several questions and clarifications (added in line to the minute notes) that necessitated review and response by the Board Members who did attend the Nov. face to face meeting.

Officer Reports


President's Report (Phipps)

The President reported he has not been particularly active this month in Board business as he has been working with the new GM to transition him on board. As the GM comes up to speed he expects to resume his previous level of activity specific to Board business.

Secretary's Report (Masson)

Minutes review and approval: Per above, review and approval of the minutes was tabled.

Point of order: The Board determined that the Secretary's report would remain distinct from the GM report in order to keep the integrity and structure of the executive member reports (officers: President, Secretary, Treasurer), then move on to operations, including the GM report.

Treasurer's Report (Fogel)

Income: No corporate donations or significant monetary donations

Payroll: Payroll has been set up for the new GM position.

Total assets at end of month: $119,733.69

Income
  • Memberships: $600.00 (15 memberships; not sure renewals vs new)
  • Misc OSI contributions: ~$40 (appx; does not include membership renewals)
Expenses
  • Web site hosting: $229.60
  • Payroll: $7173.12
  • Payroll bureaucracy: ~$315.00
  • Bookkeeping: $1233.00 (about half will be covered by OpenHatch)
  • Travel reimbursements: $1704.62
Fiscal sponsorship program
  • OpenHatch income: $1065.13 (10 contributions)
  • Total administrative costs currently not known, but estimate at low hundreds (Accountant's time for setup)

OpenHatch overhead will not exceed 10% for sponsorship, however start up costs are expected to exceed 10%. The OSI charge 8% and then "lend" the remainder until they raise enough to pay off the "loan, then reduce the percentage back to "appropriate levels" (5%) when OSI costs (Accountant's time and start-up costs) are paid off. The OSI does not know at this point when costs will be covered or what our recurring support costs are.

In five months (May, 2014) the Secretary will remind the Treasurer to undertake a cost analysis of the OpenHatch fiscal sponsorship, both the initial costs for setting up the accounting/sponsorship and ongoing costs.

GM Report (Masson)

Operations: Infrastructure

New Wiki: A new wiki, XWiki, was identified to replace Dokuwiki and migrate SocialText to. XWiki has many features in line with the Boards goal of creating a social and collaboration platform to build and cultivate community participation. XWiki is both an open source project (xwiki.org) supported by a commercial service provider (hosting, dedicated support, custom development), xwiki.com. Hosting and support services were donated for a enterprise-level instance, a $5,000 annual value.

All content has been migrated over from Dokuwiki, however it was suggested that Board Members review the content to ensure the migration was complete.

Users and user permissions need more work as it was unclear which users on the previous wiki's need to be / should be migrated. Currently self-registration is enabled however due diligence should be undertaken to ensure spoof accounts and spam is not created.

Board Members identified several pages that were "in progress" requested that page redirects be added to point visitors to the new site.

CiviCRM: The GM reached out to identify contractors to help configure / repair the CiviCRM environment. ADG, was approached and an initial meeting was held to discuss the OSI's needs. A scope of work was developed and provided to ADG for evaluation (estimate costs, timelines, abilities). The proposal consisted of use cases describing currently articulated needs of the Board and OSI. This approach will allow the OSI to focus on real needs. A request was also made of ADG for "just-in-time" training as development/administration was undertaken to help OSI staff understand and use the CiviCRM system.

Backlog (task management): It was recommended that Redmine be used for managing day to day tasks / issues / requests between Board Members and the OSI staff. In such a model, the OSI web site provides the open source community and others interested in the OSI organization with current policies and practices (organization and operations) related to OSI business and our mission.The wiki would serve as a place for discussions about such policies and practices (i.e. the rationale resulting in how organization is structures, the activities we are involved in and our operational approach). The wiki also serves as a knowledge base for artifacts used in the discovery and design of OSI activities, policies and operations. Any tasks or requests requiring specific action by any member of the OSI community will be directed through Redmine.

Working Group Process: Using the previously described Working Group process, a framework was developed to manage the WG proposal by Joseph Potvin. In addition, further resources for evaluation and voting were developed using the wiki. It is hoped that the current Potvin proposal can be used as a referencemodel for further advancement of the proposal process, proposal review and voting, as well as management of approved working groups.

Location for 2014 Face to Face: Initial cost estimates provided to the Board for review.
The board requested that the issue of location be tabled and addressed in an Executive Committee meeting.

By-law modifications: By-law modifications from previous meetings (http://opensource.org/minutes20130508)

"Director may endorse any public position statement"

"I certify that I am the duly elected and acting Secretary of Open Source Initiative...that the above bylaws...are the bylaws of this corporation as adopted by the board of directors on March 12, 2011, and that they have not been amended or modified since that date. Executed on March 12, 2011 at Redwood City, California."

Corporate Sponsor meetings: The GM is setting up meetings with the Corporate Sponsorship Chair with Black Duck Software, HP, IBM, Twitter.

General Counsel's Report (Radcliffe)

No report: Outstanding issues only related to above By-laws as reported by GM

Committee Reports (Listed in alphabetical order)

Board recommends the investigation of a solution with a report to be provided in Jan. by the GM.

Outreach and Learning (Wasserman)

None

Licensing (Villa)

Updated regarding NASA. Committee is receiving several requests from one particular person, however the value/appropriateness of these are questionable. Committee is looking forward to developing a more public forum for license submission and review.

Individual Members (Souza)

None

Affiliate Members (Fontana)

Contacted- Chris Tyler to follow up on Seneca College

Mexican-based organization (Name)- OSADL: expressed concern that they may not be eligible per current definition of "OIS Affiliate"It looks a bit like a US 501-C6, or professional / standards organization like the Linux Foundation. Does this different status require any change in OSI policy. As long as this is not a for profit organization, they should qualify as an affiliate. The Committee will contact the organization and let them know they quilify an ask them if they would like to join.

Committee has list of others are well.

Corporate Relations (Milinkovich)

None

Administrative Committees


Communications (Phipps)

Announcement of GM Hire: The only communications to the community was the announcement of the GM hire. The GM sent the note out via the OSI email lists as well posting on the OSI blog. One of the Board Members involved with infrastructure also aggregated a mail list from CiviCRM to forward the GM hire announcement.

How to handle inbound communications: A question was asked if we could create a workflow to manage the various messages that come into the contact the OSI webpage (i.e. for example, they generate a ticket). Ideally, we want to avoid issues where multiple responses are made (with perhaps various contradicting/confusing messages) or none is offered at all. It appears easy ones get multiple replies and hard questions do not get any. It was suggested to explore the use of Redmine (ticket tracking) to manage this through the native work-flow options. One option was to create a working group around this.

IT Infrastructure Committee (Souza)

Drupal updated

CiviCRM updated

New Wiki (URL moved to point to new wiki)

As the infrastructure committee moves from a hands on group who volunteers to support services, to one that helps the GM manage contractors, the GM will introduce contractors to infrastructure list to gain access, understand issues related to their projects, etc.

Staffing Committee (Bryant)

Committee is now "sunset-ed" and should be removed from agenda going forward.

A short list remains that includes items originally identified as part of the committee work. These issues will be passed to the GM to be addressed. The staffing committee will not be included in further meetings.

Old Business

Review of Action Items

New Business

New Committee

A point was offered that there is a need to "re-brand" and extend marketing effort for OSI and that this might constitute the creation of a new committee. Directer Bryant proposed to lead a revitalization of the OSI Brand: messaging, marketing, etc. to re-establish reputation toward driving greater participation (membership, affiliates), Directer Bryant will provide a proposal outlining goals, and need for volunteers. Several Directors expressed enthusiasm over such an effort.

New Working Group

Potvin WG for Survey/Interviewing OSS adopters/managers was approved by general consent.

  • The OSI must standardize communications and best practice process for WG's proposals and practice in the future, but this WG is a reference model for future development.
  • The GM will communicate with board, affiliates and other contacts to solicit contacts for the WG survey.

Meeting Adjourned 12:56 p.m. EST, Dec. 4th 2013