OSI Board Meeting Minutes, May 13th & 14th, 2015 (Face-to-Face meeting, Paris France)

Attendees

Board Members

  • Allison
  • Deb (May 13, 8:13 a.m.)
  • Leslie (May 13, 8:21 a.m.)
  • Mike
  • Paul
  • Patrick
  • Richard
  • Simon
  • Tony
  • Zack

Sent Regrets

  • Bruno

Agenda

Previous Minutes

  • Previous meeting minutes approved during meeting affirming board elections on March 18th.

Officer Elections

  • President:
    Motion (Simon): Nomination of Allison Randal as President of the OSI
    Second (Tony).
    Discussion: Several members of the board expressed gratitude for Simon’s leadership throughout the transformation of the OSI to the organization it is today.
    Vote: Yes, 10; No, 0; Abstain; 0
  • Treasurer:
    Motion (Simon): Nomination of Mike Milinkovich as Treasurer of the OSI
    Second (Paul).
    Discussion: Several members of the board expressed continued support for Mike due to his commitment to the office and ongoing efforts in corporate sponsorship.
    Vote: Yes, 10; No, 0; Abstain; 0
  • Asst. Treasurer:
    Motion (Simon): Nomination of Mike Milinkovich as Treasurer of the OSI
    Second (Mike).
    Discussion: Zack’s efforts and support was recognized by several members of the board.
    Vote: Yes, 9; No, 0; Abstain; 1 (Zack)
  • Secretary: Motion, nomination, Sec, Zack Vote 10-0
    Motion (Simon): Nomination of Patrick Masson as Secretary of the OSI
    Second (Zack).
    Discussion: None (Per previous OSI policy, the GM serves as the secretary to the board was affirmed with this vote).
    Vote: Yes, 10; No, 0; Abstain; 0

Officer Reports

  • Treasurer’s report (Mike), see Appendix A
    • Payroll documentation was late to IRS
    • May be subject to a fine
      • Discussion:
        • Issues related to ongoing accounting services
        • Investigate options for payroll services
        • Investigate alternatives
  • Motion (Simon): approve Treasurer’s report.
    Second (Patrick).
    Discussion: None
    Vote: Yes, 10; No, 0; Abstain; 0

Board Topics

  • board@ mailing list membership update [Richard]
    • Reduce Board mailing list to only elected Board Directors.
    • Discussed continued direction of member-driven Board
    • Discussion of outstanding OSI bill from DLAPiper
  • Review of previous meetings’ notes. Where are we succeeding, where can we improve, what should we drop? [Allison]
    • Conditions for scheduling board meetings.
      • Condition is some action for the agenda: Discussion or Motions, and at least once a quarter.
      • Standard time is second Wednesday the month. 8am Pacific, regardless of UTC.
      • Discussion on review of Treasurer’s report
        • All reports should be summarized to reflect previous month(s) highlights
    • Communication in lieu of board meetings. (Treasurer’s report, new corporate sponsors, potential affiliates, approval of minutes)
      • Post to board list when initiating with potential corporate sponsor, and when near completion.
      • Update website, remove Adobe. Tier sponsors who are Premium at top of page, with links.
      • Post a brief note to mailing list before reaching out to potential Affiliate.
  • Reviewing the portfolios/working model we put together last year for improvements in the next year
    • Motion to move to Team working model.
      Motion (Deb):  Adopt a working model centred on Teams for Communication, Projects,  Legal, and Infrastructure, replacing Portfolio working model of 2014-15.
      Second (Simon).
      Discussion:        The Portfolio working model adopted last year discourages collaboration  and makes it difficult for external volunteers/interns to participate  in our work. It also leaves us with bus factor of 1 on all critical  areas. Teams are more open, more flexible, and more resilient.
      • Communications (marketing, branding, communications), infra, license (licensing, trademarks, legal review), 
      • Board working calender, what we want to achieve month-to-month. Long-range planning.
      • Monthly report wiki page, add to it as things happen. Reminder to add to it a week for it. Patrick email notification at board meeting time.n
      • Fill roles, for either Portfolio or Team working model. See Appendix B.
        Vote: 10 Yes; 0 No; 0 Abstain.
    • BoF at OSCON for incubator: vision, direction, ideas.
    • Newsletter profile summary of all working groups.
    • Recruit Apache Software Foundation.
  • Approving a budget for the next year [Allison]
  • DLAPiper invoice and payment plan. [Mike]
  • Message from Karl, support for no encryption back-doors (deadline close of business Thursday)
    Motion (Deb): Sign the letter of support
    Second (Simon).
    Discussion:  Would create impossible to overcome barriers for open source in the U.S.
    Vote    : 10 Yes; 0 No; 0 Abstain.
    • Patrick to respond that we support

Membership Topics

  • Clarification  of Affiliate membership eligibility related to organizational standing  (i.e. non-profits associated with companies). [Richard]
    • Purpose of the Affiliate membership: original intent was to get support of most important stakeholders in transition to membership-based organization. Potential in the future for collaboration and donation, arrange common events, share resources, incubator projects..
    • Added user groups, educational institutions, centers of competency. Existing affiliate category of open source non-profit foundations.
    • Added value though elections of Board Directors by Affiliates to protect against manipulation / undue influence through block voting.
    • Provides validity and authority across community / sector.
    • Need affiliate membership criteria for centers of competency.
    • Actively recruit independent non-profit foundations.
    • Clarify language of “non-profit” to include public benefit corporation, community interest company (CIC), other global e.g. Fiscaal Fondswervende Instelling (NL – https://radicallyopensecurity.com/business-model.htm)
    • Consider adding provisional status for very new foundations.
    • Consider adding qualification of active demonstration of community in governance. Self-certification.
  • Motions to approve new affiliates: LibreItalia, NXT Foundation, Mautic (update) [Patrick]
    • LibreItalia
      Motion (Simon): Approve LibreItalia as an User Group Affiliate Member. See Affiliate Agreement and Cover Letter.
      Second (Paul).
      Discussion:       Review and discussion of application and organization.
      Vote:       9 Yes; 0 No; 1 Abstain (Zack).
    • NXT Foundation (tabled without bias)
      Motion (): Approve NXT Foundation as an Affiliate Member.
      Second ().
      Discussion:
      Vote:       0 Yes; 0 No; 0 Abstain.
    • Mautic Association
      Motion (Simon): Approve Mautic Association as an Affiliate Member. See Affiliate Agreement.
      Second (Leslie).
      Discussion:       Prior discussions from Board meeting notes, here.  Since this discussion, Mautic has matured to meet our qualifications  (see below), however they do require a cover letter explaining their  interest in membership.
      • Currently recognized as a (or  application submitted for) non-profit / not-for-profit (or equivalent)  by the national government were organized: YES
      • Mission statement describing purpose and goals: YES
      • Documentation formalizing organization, e.g. by-laws: YES
      • Publicly available release of a product(s) or service(s): YES
      • Use of an OSI approved open source license (software development projects only): YES
      • Documented approach for participation by the public: YES
      • An active community:
      • Methods for current and interested individuals/organizations to join and participate in your community: YES
      • Active  participation from multiple contributors, i.e. individuals and  organizations other than founders (contributions may be other than  programming/technology): YES or NO?
      • References from other open source projects, ideally a current OSI Affiliate Member: none
    • Vote: 8 Yes; 1 No (Richard); 1 Abstain (Tony).
  • Fundraising [Allison]
    • Long-term goal of second FTE, what would be the condition for making that possible. Outline the role and explicitly fundraise for it, tangible outcome. e.g. membership officer, local events involving affiliates, incubator recruiting, facilitating members to deliver on the mission
    • Budget to show where where spending money.
    • Freeing up Patrick’s time
    • Possibility for hiring fundraising (low hourly rate + percentage?)
  • Individual membership benefits from Gandi

Communications Topics

  • Summer interns [Patrick]
    • Identify job assignments / projects
    • Long term options (paid vs. academic)
  • Roll out plan for results of branding exercise we did last year [Allison]
    • Incorporated into press release templates
    • Interns to do page updates for content
    • Regular meetup to review progress on website update
    • Leslie, Deb, Patrick coordinate in next regular meeting, put together product requirements document, define scope, then schedule
    • Redmine project for coordination
  • Improving our informal OSS micro-definition (1st para of the website)  [Zack]
    • Zack will draft an update to the text and circulate to the board
  • How to reach out to open source newbies who don’t understand yet (GitHub, Reddit, Stack Exchange, etc)
  • Panel for OSCON
    • who will be there: Deb, Richard, Simon, Mike, Allison, Tony (maybe), Patrick, Leslie
    • Currently “OSI State of the Union”, need a more specific title and description
    • Title: How to Make Your Brilliant (non-code) Idea to Fix Open Source Happen (Using OSI’s Resources)
    • Topics:
      • Incubator (how you can spend OSI’s money to make open source better)
      • Motivate attendees to become advocates 
      • How to take advantage of the victories we’ve made (take advantage of open source)
      • Join as an individual member
      • Get your employer to sponsor
      • Join as a project affiliate
      • Submit a project idea

Legal Topics

  • Quebec licenses [Mike]
    • We need certified English language translations of the license in order to start the license review process. Richard Fontana has the action to draft a sentence that describes the nature of the translation that we want.
    • We will likely need to create a new category of “local” licenses.
    • Their next step is to proceed to license-review.
  • Legal services [Richard]
  • List of example open source policies [Paul]
    • Request from people in a position to establish open source policy
    • List existing open source policies (wiki page where companies post their own, no judgement call)
    • Example open source policy
    • Best practices, talking points a developer can bring to their management
    • Value on permission-free environment, where permission is given to you in advance
  • License Review
    • NASA open source license
    • WTFPL license
    • CC0
    • Regular (monthly/quarterly) listing of licenses in review process, summary of discussion and next steps
      • in the status update wiki page
      • in the board minutes
      • sent to the license-review list

Infrastructure Topics

  • Growing a sysadm volunteer team for infrastructure maintenance [Zack]
    • potential for involving affiliates with infrastructure groups
  • Website update, plan for completion
    • ADG budgeting [Allison/Patrick]
    • status of the gandi migration & go/no-go decision [Zack]
      • Migrate to Gandi, just straight with current content
      • Give them credit on the website
    • contractor for the VM migration [Zack]
      • 2010 Ubuntu no longer has security updates
      • Migrate all the services
      • Mailman, postfix
    • Design refresh
      • Drupal community design refresh (Acquia and Angie, Leslie to followup)
      • Website hackfest at OSCON
      • Civi integration (FSF collaborative maintenance)
      • Allow membership to login to update their information
      • Eclipse responsive theme as base?
      • Responsive/mobile website
    • flosscc.org – Contact Fabio, migrate affiliates, close down site. Tony to contact. Shutting down in 6 weeks unless someone agrees to maintain.
    • API to license text (GitHub)

Incubator/Project Topics

  • Review entities working group [Allison] / FLOSS Entities & Mozilla grant of $7k [Patrick]
  • TLDRlegal, concrete proposal pending, define deliverable, plan for sustaining
  • New working groups:
    • Public sector [Deb]
      • Inventory published public policy around open source
      • Highlight gaps
      • Probably start in June
    • Education [Tony]
    • Potential working group for improving license review process [Allison]
    • Open source policy review and best pratices [Leslie]
      • Wiki page for existing policies
      • Carve out for open source practices in your employment agreement idea from bkuhn 
      • Request at OSCON, send us open sourcepolicies, or let us know what you need in support of making them
    • Briefing points for enterprise executives [Mike]

Further Topics

  • Faciliting members, what areas to target, what resources do we have available?
  • Major milestones for the year:
    • Relaunch the website with refreshed content
    • Two new projects in the incubator
    • Some Affiliates becoming sponsors
    • Improving the license-review process
  • When and where is our next face-to-face
    • Week of Nov 16 (18-19th) in San Francisco/Bay Area, review for conflicts, opportunities for local events, hosting options

Review of Current Action Items

Next Board Meeting

The next OSI board meeting is scheduled for June 10, 2015 

Meeting adjourned at 12:57pm UTC

Appendix A – Treasurer’s Report

Treasurer’s Report For the Month Ending April 30, 2015

  • Total Assets at Beginning of Period: $74996.85
    • Income or Sources of Funds:
    • Contributions: $21130.00 (IBM Deciso)
    • Memberships: $640 (16 x $40)
    • Open Hatch: Received $278.45 Paid $307.09
    • Interest: $1.64
  • Total Income or Sources of Funds: $21776.15
  • Expenses or Uses of Funds for Operations:
    • Payroll $ 9035.92
    • Professional $ 1695.44
    • Bank Fees $ 80.18
    • Postage, Shipping $ 24.10
    • Supplies $ 46.75
    • Conferences/Conv $ 181.72
    • Working Groups, Project 673.44 Tot Ekland paid to $6000
    • Meetings $ 84.00
    • Website Hosting $ 3613.90 Includes XWiki
    • Paypal $ 23.40
  • Total Expenses or Uses of Funds for Operations: $15458.85
  • Payroll Liabilities decrease ie cash out 6878.06-108.64 $ 6769.42
  • Total Assets at End of Period $74844.73
  • Major Contributions 2015:
    • Sponsor donation: $2,500 invoiced 1/29/15 received 3/3/15
    • Sponsor donation: $25,000 received 3/6/15 unsolicited
    • Sponsor donation: $20,000 10/29/14 (perhaps should be included in 2014)
    • Sponsor donation: $20,000 1/20/15 paid 4/6/15
    • Sponsor donation: $5,000 Received in November 2014 deposited 2/2015
    • Sponsor donation: $20,000 invoiced 1/26/15 Outstanding, invoice resent w/ PO number
    • Sponsor donation: $1,000

Appendix B – Working Model Alternatives

Portfolio working model:

  • Incubator Portfolio (was Simon)
  • Election Portfolio: (was Simon)
  • Infrastructure Portfolio (was Bruno)
  • Education and Training Portfolio (was Tony)
  • Membership Committee (was Allison)
    • Affiliate Membership Portfolio (was Richard)
    • Individual Membership Portfolio (was Allison)
    • Corporate Sponsorship Portfolio (was Mike)
  • Advocacy Committee (was Deb)
    • Brand Identity (was Deb)
    • License Approval (was Luis)
    • Marketing (was Leslie)
    • Trademark Stewardship (was Zack)

Team working model:

  • Communications Team
    • Team lead: Patrick
    • Members: Bruno, Deb, Leslie, Simon, interns
    • Responsible for: branding, marketing (Leslie), newsletters, annual reports, Twitter, membership drives, work with PR Firm, press releases
  • Membership Team
    • Team lead: Patrick
    • Team Members: Mike, Leslie, Simon
    • Responsible for:  individual (Tony), affiliate (Simon), corporate (Mike), election communication and drive
  • Infrastructure Team
    • Team lead: Zack
    • Members: Bruno, Zack, Paul, Allison, volunteers
    • Responsible for: websites, wiki, mailing lists, election voting system
  • Legal Team
    • Team lead: Richard
    • Members: Paul, Zack, Allison, Patrick, Simon
    • Responsible for: license review (Richard, Paul, Allison) , trademark stewardship (Zack, Patrick)
  • Incubator/Projects Team
    • Team lead: Leslie
    • Members: Simon, Deb, Tony, all board sponsors for working groups
    • Responsible for: incubated projects/working groups, promoting working groups to membership, OpenHatch (Paul), public sector (Deb, Paul), educating industrials (Mile), education-related working groups (Tony), TLDR::legal (Simon), entities WG (Allison)