2026-01-16 Board Meeting

Draft minutes

Board members: Anne-Marie Scott, Chris Aniszczyk, Catharina Maracke, Thierry Carrez, Gael Blondelle, Tracy Hinds, McCoy Smith, Ruth Suehle, Carlo Piana, Sayeed Choudhury, Josh Berkus

Guests: Deb Bryant, Simon Phipps, Katie Steen-James, Jordan Maris

Regrets: none

Quorum:

Quorum reached at 8:04 a.m. Pacific Time US

Agenda and Notes:

Motion: McCoy moves to approve the minutes of previous board meeting

Second: Ruth seconds

Chris abstains All others approve

Discussion about the upcoming elections and more general governance topics.

Simon joins the meeting at 08:11 under invitation of Deb Bryant and Tracy Hinds.

Anne-Marie joins the meeting at 08:12

Deb Bryant presents a proposal to the board to consider suspending the spring 2025 elections, reasons three-fold

• OSI elections were co-managed previously by three staff, only one of which is currently on staff presently. This increases the operational risk introducing errors in the process.
• Hiring a permanent ED is on the near horizon. Onboarding a new ED at the same time as a significant change on the board will be challenging.
• Deb’s personal experience includes having joined the board in 2012 as elections were started and shared her observation that public elections have not achieved their original intent and that, listening carefully to recent public concern, now may be a good time to revisit using elections as a means to insure greater representation of the open source ecosystem .

Simon also refreshes our memories with the history of how OSI started to run elections. At the time, it did not seem reasonable to have only a small number of individuals choose who is on the board and it was not the goal. The goal was to have a large number of members participating in the elections to demonstrate the OSI was representative of the different constituents of the open source ecosystem.

The board discusses the need to set aside the elections this spring while pursuing an alternative strategy to take in recommendations for new board members who might bring experience, skills, and domain knowledge relevant to the organization’s needs.

Motion: Tracy moves that the Board resolves not to hold elections in Spring 2026 and revisit OSI’s governance model.

Second: Catharina seconds

Josh opposes

All other approve

Motion: Tracy moves that the Board resolves to create a board governance working group to revisit OSI’s governance model and return with recommendations by September 2026, with a request to return to the board with a Charter for discussion and approval at its February 2026 meeting.

Second: Catharina seconds

All other approves

Simon leaves the meeting at 08:57

Tracy presents the FInancial report.

Our runway is short as we are late on securing a next grant from Sloan. Fundraising is the greatest focus for Deb.

McCoy suggests compiling a doc with all our contractual commitments that can be reviewed by the board on a monthly or quarterly manner.

McCoy and Deb will communicate an interim budget to the board by email.

Josh presents the License Committee report.

NIST Software License and ModelGo Licenses (OSAID) are still in discussions. QmDeve License and CinqXaero Open Source License are likely to be withdrawn because of the lack of communication with their submitters. BarrerSoftware License will be withdrawn as it is a non-commercial license. We have to update the list of common problems with licenses to make it clear that non-commercial licenses will be withdrawn.

Gaël presents Clearly Defined Proposal Motion:

Gaël moves that the Board endorses the new approach to OSI stewardship of the Clearly Defined project and collaboration with AboutCode and further approves entering into the MoU presented today for signature by the interim ED.

Second: Chris seconds

All others approve

Ruth gives an update about the ED search committee.

We have two more candidates to interview. Interviews will be scheduled in the coming days as we need to finalized the process soon.

Katie and Jordan join the meeting at 9:30 to present the status and next steps for the OSAID

Chris leaves the meeting at 09:35

Sayeed gives an update about the latest exchanges with Sloan Foundation. Catharina notes that the impact of the OSAID is that thanks to the OSI, the conversation about open source AI happens.

Katie and Jordan present to the board an update about policy initiatives about OSAI in the US and EC.

Tracy adjourns the meeting at 10:01 a.m. Pacific Time US