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OSI Board Meeting Minutes, Wednesday April 2nd, 2014

Quorum

Quorum reached and meeting called to order at 16:08 UTC.

Attendees

Board Members

Deb Bryant
Richard Fontana
Patrick Masson
Mike Milinkovich
Simon Phipps
Bruno Souza
Luis Villa
Tony Wasserman

Guests

Expected, but Not Present

Sent Regrets

Minutes Review and Approval

A motion to adopt the minutes of March 5th was approved.

Officer Reports

President's Report (Simon)

No report

Secretary's Report (Patrick)

Board Appointments

Patrick reported the outcome of the elections, identifing the winners for...

  • Individual Membership, as:
    • Richard Fontana;
    • Leslie Hawthorn;
    • Allison Randal;
  • and the Affiliate Membership as:
    • Stefano Zacchiroli.

As these elections are advisory the Board will need to adopt the results formally.

Motion: (Patrick) Those named above should be
Second: (Deb)
Discussion: The GM expressed concern over the level of participation in the election process, and hope that this is not an indication of future participation. However it does not raise to the level of challenging the vote. Many on the board were very happy with the outcomes and feel that our new Directors will be able to commit to the organization and meet the expectations in participation.
Vote: Passed unanimously

Patrick / Simon coordinate the on-boarding of the new Directors. A set of activities is in development to both capture the Director on-boarding process for future elections.

In order to provide the exiting Directors an opportunity to transfer current activities, communicate the final status of any activities underway, etc., the Board  like to invite both Karl Fogel and Martin Michlmayr to the Boston April 2014 face to face Board Meeting.

Treasurer's Report (Mike)

Mike was happy to report that the OSI's contributions were growing and proved to be diverse in both corporate and individual memberships.

The OSI's 990's have been prepared by the OSI accountant and were reviewed by the Board.

Motion: (Mike) to approve the 990's as submitted by the OSI accountant and updated after Board review, and file with IRS
Second: (Simon)
Discussion: None
Vote: Passed unanimously

A question was raised by the Treasurer if the OSI's 990's should be made available on the web site?

Motion: (Simon) Publish 2013 990's and all subsequent 990's on the OSI website.
Second: (Patrick)
Discussion: The assumption is that the OSI has made our 990's public in the past, however Simon does not recall if that these were posted or made available upon request. Mike will investigate, but believes other peer organizations post theirs on their sites (see, e.g., http://www.guidestar.org/organizations/91-2037395/open-source-initiative.aspx).
Vote: Passed unanimously

March 2014 Financial Report

  1. YTD financials as at March 31, 2014
    1. Cash balance is $156,314.99
    2. We have one outstanding invoice for $25K. More details on that below.
    3. A $25K donation was deposited on 3/12.

Other topics:

  1. Jane Peterman has requested permission to use the management title of "Comptroller". Jane's explanation with an example is included below.

    Jane Peterman: "It would help me in some cases to have an official OSI title for dealing with banks and government agencies on OSI's behalf.  I was initially rejected by Social Security to electronically file the W-3 when I called myself 'Accountant' but was accepted when I called myself 'Comptroller.'  According to Wikipedia, a comptroller is a management level position responsible for supervising the quality of accounting and financial reporting of an organization, which pretty much sums up my role."

    • The Treasurer recommended that the board approve this request.
      • Motion (Mike): Appoint Jane as "Comptroller" which shall be a management title reporting to the Treasurer
      • Second (Simon): Discussion: see above/below
      • Discussion: One Director suggested we could appoint the accountant as Asst. Treasurer. Mike would like to leave that role for the "Treasurer-elect" as it helps acclimate the in-coming treasurer to the job.
      • Vote: Passed unanimously
  2. There was some sort of process breakdown between the OSI and one of our Corporate Sponsors around a $25K contribution. That seems to have been resolved this week, and we are now expecting the payment shortly.
  3. Timing of Board meetings:
    • There is a Board meeting currently scheduled for July 1st, which pretty much makes it impossible to have any financial information. It is also a holiday in Canada and the week of July 4th in the USA. Mike suggested moving it by one week.
    • Also the October meeting will have the same problem as it will be on October 1st (i.e. having the financials)
    • Mike suggested we meet in the Bay area for our November face-to-face. Jane would be able to attend and report directly to the Board.
    • These discussions were postponed until the face to face meeting.

OpenHatch:

  • To date we have collected $11,355.19 on behalf of OpenHatch and distributed $10,880.65, 
  • Mike offered he needed to figure out if the difference is our management fees or simply timing and will consult with Karl Fogel on this topic.
  • These discussions were postponed until the face to face meeting.

General Counsel's Report (Mark)

No report

General Manager Report (Patrick)

Operations Updates

Patrick introduced that he is keeping a log of his work activities which can be viewed and commented on: http://wiki.opensource.org/bin/XWiki/Masson_work

Patrick will put together a personal assessment for his six-month review. This should provide a review of his and the organization's successes and challenges for presentation to, and discussion with, the Executive Committee. The Executive Committee with then discuss at the Face to Face meeting. Patrick and the Executive Committee will then review with entire Board. Patrick will set up the Executive Committee meeting via phone the week before the Face to face.

Communications (These discussions were postponed until the face to face meeting)

  • Big Blue Button
  • FSF
  • OSF
  • PR/Marketing volunteer, "AgilePR"

Trademarks licensing: contacts and policy (These discussions were postponed until the face to face meeting)

  • Cafe Press

Merchandise / Storefront (These discussions were postponed until the face to face meeting)

Elections (These discussions were postponed until the face to face meeting)

Infrastructure (These discussions were postponed until the face to face meeting)

  • Civi db management
  • Civi account management
  • Website, content management
  • Wiki - wiki gardening / admin

Operations Center (These discussions were postponed until the face to face meeting)

OSI Chapters (These discussions were postponed until the face to face meeting)

F2F Meeting

  • Agenda - Patrick asked for the Board to please review and comment on the current meeting agenda posted on the wiki and add any issues of interest.
  • Presentations - Patrick asked the Board to review and confirm their participation in the community events occurring during the Face to Face.
  • Who is on for what days? - Patrick asked the Board to review the entire schedule (meetings, dinners, etc) to confirm their participation.

Committee Reports

Affiliate Members (Richard)

New Affiliates (These discussions were postponed until the face to face meeting)

  • TYPO3
  • OSF
  • Liberty Tech
  • OpenHatch
  • Mis Tribus?

Educational Affiliates (These discussions were postponed until the face to face meeting)

  • SUNY
  • UMass
  • Colgate

Sustaining Affiliates (These discussions were postponed until the face to face meeting)

Corporate Relations (Mike)

Nothing to report at this time. Currently our corporate sponsors include:

  • Adobe (have they committed)
  • Black Duck
  • Google (almost!)
  • HP
  • IBM
  • Twitter (have they committed)
  • Xwiki

Discussions are still underway but Red Hat may not be ready at this time. We should discuss a short list of four or five new companies that Patrick and I can approach over the next month or two. (These discussions were postponed until the face to face meeting)

  • Kitware
  • Patrick also has prepared a list of potential Corporate Sponsors within educational technology. Patrick would like to propose Mike and he attend Educause to meet with potential sponsors.

Individual Members (Bruno)

No report

Licensing (Luis)

No report

Outreach and Learning (Tony & Deb)

Outreach (These discussions were postponed until the face to face meeting)

  • The OSI will be featured on the LinuxFest Northwest Program later this month. The OSI will also be represented at LinuxFest NW conference with a table by Deb and board-member-elect Allison Randal as well as an Individual Member, Ben Reser. Deb was also invited to submit a session for the OSI.

Report for the Awareness Working Group (These discussions were postponed until the face to face meeting)

  • Home page for project is now up at http://wiki.opensource.org/bin/edit/Projects/awareness_home.
  • Met with potential PR volunteer Ed Schuaweker (Agile PR in DC area) and GM Masson to discuss his interest in donating time to help with our marketing efforts.  Ed's clients have included the Open Innovation Network and other OSS related concerns.  Immediate plan is to include him in the Awareness Working Group.
  • Recommend moving project out a month (to June board meeting), slower start than expected plus will allow for optional participation from new board members.

Administrative Committees

Communications (Simon)

Bruno will present an talk about using open source tools for Continuous Deployment next week on QCon Sao Paulo

IT Infrastructure Committee (Bruno)

Report:

  • Infrastructure screwed up on Elections, our deep apologies for that. Karl and Massimo tried to figure things out, but the problems showed up not on tests, but during the process itself, and there was really no time available to fix them. We need to look into this prior to the next elections. (These discussions were postponed until the face to face meeting)
  • Mike Milinkovich would like to discuss Martin's suggestion on email that  we more regularly start to use our opensource.org email aliases when doing OSI activities. I for one am definitely interested in doing so. (These discussions were postponed until the face to face meeting)

Old Business

Review of Action Items

Please review the current list of open issues, tasks, requests on Redmine.

New Business

  • Operational Office
    Much of the time currently required by the GM to undertake operational matters may be better spent on strategic initiatives. While it was important for the GM to be initially involved in the development of key business fuunctions (indeed the implementation of many of these efforts were strategic), as much of this is now operational they would be better handled by additional staffing. The GM would like to introduce discussions on the development of (non-paid) intern and volunteer staffing to take on day-to-day and routine operations.
  • TLDRLegal
  • Educational Affiliates
  • Pro Bono Marketing
  • Introduction to Working Group Process
    Based on the experiences of our first working group the following process was defined to help create, promote and support OSI Working Groups: http://osi.xwiki.com/bin/Projects/Characteristics+of+OSI+Working+Groups This model will be introduced with an expectation that the board can review, comment, refine for approval at the March BoD meeting. As we do not currently provide any information related to OSI Working Groups on the OSI website, it is hoped that this page can be used to develop our practices to post publicly.
  • Review of Free/Libre/Open Works (FLOW) Management Education Working Group
    Would like the Board to review the proposal for vote.
  • Business continuity through elections
    Many of those serving as Directors have tremendous institutional knowledge and memories, how can the OSI ensure continued access to this information?

Action Items

Next Board Meeting

The next OSI board meeting is scheduled for April 29th & 30th, 2014.

Meeting adjourned at 16:43 UTC