Fall 2015 Face to Face Board Meeting Minutes

Quorum

Quorum reached and meeting called to order at 9:16am Pacific Time / 17:21 UTC.

Attendees

Board Members

  • Deb Bryant (via telephone on Wednesday)
  • Richard Fontana
  • Leslie Hawthorn (via telephone on Wednesday)
  • Patrick Masson
  • Mike Milinkovich
  • Simon Phipps
  • Allison Randal
  • Paul Tagliamonte
  • Tony Wasserman (until 10:30am Tuesday, all day Wednesday)
  • Stefano Zacchiroli

Guests

  • Jane Peterman (Tuesday, Nov 10, 2015)
  • Roberto Di Cosmo (Tuesday, Nov 10, 2015)

Expected, but Not Present

  • None

Sent Regrets

  • Deb Bryant
  • Leslie Hawthorn
  • Bruno Souza

Officer Reports

  • Treasurer’s report (Mike), see Appendix A
  • Meeting Minutes

Board Topics

  • Jane Peterman, the OSI Accountant, will visit with the Board at 11:30am on Tuesday
  • Roberto Di Cosmo from IRILL will visit for lunch and present to the Board at 1:00 on Tuesday
  • Formation of Elections Committee for 2016 Board Elections
    • Determine how many seats are opening up?
      • Open Affiliate seats in 2016: 2 (Bruno & Simon)
      • Open Individual seats in 2016: 1 (Tony) Deb is eligible to extend her appointment per prior Board practice.
    • ACTION: review whether to draft policy on headcount for corporate representation
      • Simon suggests a rule only at election time, if company seats greater than 2, election results automatically rolls over to the next ranked candidate.
      • Simon suggests: no change to board as a result of job change, simply continue through end of term.
    • ACTION: website update of OSI advisors
    • Election timeline:
      • April 1st, 2016 take seat (schedule Board meeting to ratify elctions, and appoint directors).
      • Voting closes, Friday, March 18th at midnight California time (based on legal address)
      • Voting opens, Monday, March 1st, 2016
      • Nominations close Feb 16th, 2016
      • Nominations open Feb 1st, 2016
        • Platforms required upon (self) nomination
        • Platforms required upon (Affiliate) nominations
      • Elections announcements, Jan. 1, 2016
    • Using Helios again, possibly self-hosted (send out a call for help on hosting, as a recruiting tool, otherwise use hosted version)
    • ACTION: Patrick to followup with Helios hosting to verify willing to support for next election cycle
    • Board recruiting
    • Tie Individual Membership drive to elections shcedule
      • Increase participation from affiliate voters
    • Elections committee: Patrick, Allison, Paul
  • Activities to raise OSI profile
    • Webinars
    • cross-posts
    • What is our message? How do we get it out there more effectively?
    • Open Source 101
    • Collaboration with distribution points for using OSI certification logo (GitHub, crowd funding sites), make OSI visible where open source is visible
    • Crowdfunding Working Group working to offer logo if link to license on OSI and source code on GitHub
    • GitHub running code scanning to verify declared license
      • potential collaboration points with GitHub, that we want to further discuss with them
        • have an “OSI approved license” badge well visible on the page of projects released under a suitable license
        • changes to their Terms of Service (ToS) that might be useful to FOSS
        • ensure that, by default, accepted contributions (= pull requests?) are under the same license of the repository (inbound=outbound)
        • ensure that, when a license is not chosen for a repository, the code is considered FOSS
        • passing on to OSI the choosealicense.com website
        • joint Google Summer of Code (GSoC) internship on software projects of common interest, with GitHub doing the mentoring
    • Developer time as sponsorship
    • Using volunteer resources effectively and in a coordinated way.
    • In-kind participation
      • IEEE
    • What is the value of using our name and reputation?
      • Being recognized as “open source” is a benefit to companies
      • Feel good “organic”, positive customer vibe, increases sales
      • Using an OSI license means the license has been validated to conform to the OSD
      • Being associated with [an open source foundation] validates that the open source activity is genuine, really a good thing
      • There is value in being associated with OSI’s logo
      • What is the value of being associated with OSI as an organization? What should it be?
      • Validating licenses, and objective definition, a source of authenticity
      • Use or value open source, want to contribute
    • ACTION: give Paul a dump of member feedback to extract patterns
    • Audience a) people who are involved in open source already, b) general awareness of “open source”, but not deeply involved with specific projects
    • Second category is an opportunity, often hasn’t heard of OSI (looping back to github/crowdfunding visibility). What are the other channels? Where are the people who care about open source and don’t know about OSI? The power of passive visibility.
    • ACTION: Latest news located somewhere on the front page
    • Looks like a re-review of the messaging platform discussed at OSCON 2014 would be useful here since it covers many of the points listed above: http://wiki.opensource.org/bin/Projects/awareness_home#HMessagingIndex-InitialDraft
    • Software Heritage
    • Connections to people who have benefited from software, contributing to the archival
    • technical, organizational, networking, fundraising
    • OSI explicitly supporting the project (quote of support, mention OSI’s participation to members and sponsors when they’re ready)
    • Become OSI Affiliate (when they become a non-profit, or if we consider them to qualify now)
    • Connection to Long Now Foundation
    • AirBus, long term survival of software, preserving buildability
    • Publishing old software archives, not previously open source (e.g. VMS VAX), ideally but not necessarily open source
    • Escrow for the expiration of copyright, where rights aren’t clear enough to make publicly available, may be able to add an academic research license
    • Initial partners: $100k/year for 5 year commitment
    • Tim O’Reilly, Paul Allen (EMP Museum example), Computer History Museum, Steve Wozniak, MIT Media Lab, Internet Archive
    • ACTION: Allison to provide quote of support from OSI
  • ACTION: Set up mail forwarding to Jane from UPS mailbox
  • Strategic review exercise (first thing Wednesday morning)
  • ACTION: discuss on list: Collaboration styles with other foundations (Affiliates and otherwise)
  • Position on TPP, FCC Wifi, etc, how to manage workflow, draft our own language (consider asking DLA Piper)
    • Should we form and publish an OSI position on the TPP?
    • Should be restricted to copyright/source code provisions
    • Skip extension of copyright provisions
    • Look at provisions on software patents
    • Probably skip DRM provisions
    • What does the provision on source code actually mean?
    • Raise the level of public awareness and discussion. Send more red flags and flares into the air. Unintended consequences of the policy.
    • Keep OSI relevant in conversation, demonstrate we care about these things.
    • One unintended consequence might be companies hiding behind this provision (e.g. Volkswagon)
    • Heavy hammer, denying all ability to demand source code on trade, but can’t predict all circumstances where source code will be needed
    • Does it hurt or hinder open source
    • The right to request or demand access to source code is a fundamental benefit to society, as software becomes more important in all aspects of human life, this provision
    • would deny that right
  • Budgeting
    • ACTION: ask Jane to give us a first draft budget, based on historical financials
    • Patrick has an earlier draft she put together

Membership Topics

  • Resolve individual membership payment bug
    • ACTION: Patrick to follow up with Albany contact for CiviCRM dev
    • ACTION: Patrick potential to attend CiviCRM Meetup in Boston
  • Conservancy feedback on our messaging
    • some statement “open source which some people call free software”
    • probably needs a qualifier (“as defined by the OSD”)
    • at least some mention of free software, “is open source free software?”
      • ACTION: review the text of the FAQ
      • ACTION: review history text
  • OSI Fellows nominated and voted by Individuals and Members
    • Find our target audience, and promote the idea of membership
    • Free memberships to people who are members of our Affiliates (however that Affiliate defines membership)
    • Free trial memberships
    • Join button on the top of the main page
      • ACTION: Look into MailChimp CiviCRM integration
    • Interface for Members to manage their account, CiviCRM to Drupal integration is blocking
    • Note for Patrick: we all agree we’re going to spend some money on fixing the Drupal/CiviCRM bug

Communications Topics

Legal Topics

  • License review process
  • Still interested in a license review tool, GitHub has offered, require to be open source
    • ACTION: followup with GitHub on license review tool
  • OSET Foundation Public License
  • Quebec licenses
    • ACTION: Add a section on International license, normally duplicative but in language and law of specific country, explicit

Infrastructure Topics

  • How to host the license API
    • Can Drupal pull from license API, rather than use static text
  • Infra team basically doesn’t exist at this point
    • Think about how to grow the Infrastructure team
    • In kind developer time for specific targeted projects.
    • Generalists to watch and respond to monitoring
  • Election software as a small project to star
  • Puppet expertise to make changes
    • Contractor who originally set up our puppet infrastructure
    • Need a working vagrant file
  • What pieces of infrastructure would we like to improve?
    • Very minimal, all on one VM
    • Add monitoring
    • Data cleanup in CiviCRM, garbage records, ID linkage
    • Paul to write up sys admin JD to share with Debian and WMF
    • ACTION: Host a mirror of first 10 years of license-review mailing list

Incubator/Project Topics

TPP material https://www.fsf.org/blogs/licensing/time-to-act-on-tpp-is-now-rallies-against-tpp-in-washington-d-c-november-14-18https://www.eff.org/deeplinks/2015/11/release-full-tpp-text-after-five-years-secrecy-confirms-threats-users-rights
Issue summary:

  1. Allison: “the right to demand access to source code is important to society as a whole” and, BTW, merely having the source code is not enough (from OSI perspective), we want the source code to be:
    1. released under an OSI approved license, and to be made available to those who use the software
    2. “While some may assert that open source is not applicable in every circumstance,  the right to demand access to source code in situations where it is appropriate is important to society as a whole. Just as VW was able to hide its evasion of emissions regulations behind proprietary code (which the DMCA even made it illegal to reverse engineer for scrutiny), so TPP enshrines the ability to hide behind proprietary code and prohibits governments from its disclosure. In the future, regulations will increasingly require open source for code critical to regulatory matters, and this clause prohibits it. Shutting this avenue for society’s good seems premature and regressive. Were regulations requiring disclosure of source code introduced, OSI’s perspective is that simply having source made available for viewing is not sufficient. Source code related to public regulatory matters should be released under an OSI approved license and thus made available to those who use the software. Doing so allows them to study, improve and share the software. Ideally, all software written using public funds should also be made available as open source.”
      ^ “Were regulations requiring…” is either unclear or a non-sequitur.

Review of Timeline

Next Board Meeting

  • Location and dates of the next F2F meeting.
    • Boston
    • FSF location one possibility
    • Boku web consulting
    • April 18-May 1st good for Zack
    • Proposing April 18-19th, check with Deb and Leslie, check with FSF to see if space available
    • Deb and Leslie have confirmed can attend

The next OSI board meeting is scheduled for…

December 9th, 2015

Meeting adjourned at 19:41 UTC (Wednesday Nov. 11, 2015)

Motions

Motion (Simon): Motion to allocate vacated seats filled under old rules, 1 to Individual and 1 to Affiliate.
Second (zack).
Discussion:
Vote: 7 Yes; 0 No; 0 Abstain.

Motion (Ricahrd): Approve the OSET license based on the most recent changes to the text by Heather Meeker (Link: https://lists.opensource.org/pipermail/license-review/2015-November/001271.html pdf attachment)
Second (Paul).
Discussion: Many, see list
Vote: 8 Yes; 0 No; 0 Abstain.

Appendix A – Treasurer’s Report

Treasurer’s Report For the Month Ending October 31, 2015

Total Assets at Beginning of Period: $55801.38

Income or Sources of Funds:

  • Contributions: $5298.60
  • Memberships: $720.00 (18 x $40)
  • Open Hatch: Received $254.60 paid $273.86
  • Snowdrift: $7200.00
  • Commissions: $104.49
  • Interest: $1.14

Total Income or Sources of Funds: $13304.97

Expenses or Uses of Funds for Operations:

  • Payroll: $13581.26 (three payrolls this month)
  • Professional: $638.09
  • Bank Fees: $72.57
  • Software: $
  • Postage, Shipping: $1.59
  • Conferences/Conv: $170.63
  • Working Groups, Project
  • Meetings: $392.00
  • Website Hosting: $
  • Paypal: $29.53

Total Expenses or Uses of Funds for Operations: $14885.67

Payroll Liabilities $2629.62-2631.92 $-2.30

Total Assets at End of Period $54218.38

Major Contributions 2015:

  • Current Sponsor: $2500 invoiced 1/29/15 received 3/3/15
  • Current Sponsor: $25000 unsolicited  received 3/6/15
  • Current Sponsor: $20000 invoiced10/29/14 received 1/20/15
  • Current Sponsor: $20000 invoiced1/20/15  received 4/6/15
  • Current Sponsor: $25000 invoiced 6/16/15 received 7/24/15 
  • Current Sponsor: $5000  Invoiced 6/3/15 Received in 8/28/15
  • Previous Sponsor: last invoiced 6/6/2014 received 7/1/14
  • Current Sponsor: $4000 Invoiced 9/7/15
  • Current Sponsor: $20000  invoiced 1/26/15  paid 5/15/15
  • Current Sponsor: $1000  invoiced 4/10/15  paid 4/10/15
  • Current Sponsor: $5000 Invoiced 9/28/15 paid 10/4/15

Appendix B – Team Reports

Communications Team

Membership Team

Infrastructure Team

Legal Team

Incubator/Projects Team

Appendix C – Strategic Review Questions

Sources of Motivation:

  1. Beneficiary: Who are our intended beneficiaries?
    • Our members, affiliates, sponsors
    • Developers and users of software
    • Policy makers
    • NPO/NGO employees (I see academic adminstrators/employees in this group to a great extent.)
    • Educators (potentially want this as part of their curriculum)
    • Defined by our Articles: http://opensource.org/articles-of-incorporation
    • Where we would like to be: larger community, people that deal with computational devices (e.g.devices) in one way or another (the way humanity is going, most people are affected by technology/software directly or indirecly)
    • Companies who have or are defining business models around open source
    • Computer-related activists / hackers
  2. Purpose: What is our purpose? What are we trying to achieve?
    • Allowing people to take control of their life
    • Create a more level playing field for everyone through transparency and technology empowerment
    • Enabling people to take advantage of access
    • Helping increasing the pace of innovation, help improve the science of computing
    • Allows access, and mashing together
    • Maximize the amount of open source that exists in the world
    • A more educated public, who understand: what is open source, why does it matter, how does it impact you?
    • For people who know what open source is, doing it right, licensing best practices, community best practices
    • Avoiding open washing
    • Offering the expertise to people to do open source well (properly and authentically)
    • Advocating for participation
    • Advocating for release of software under OSI approved license
    • Advocacy requires visibility, globally
    • Affiliates and members, connections around the world
    • Ability to influence an area that impacts all our lives
    • Benefits to developers
    • Repository of best practices, social and cultural norms, licensing norms
    • Defining what is open development
    • Steward the list of OSI approved licenses
      Dropping in our actual articles of incorporation purpose for reference.
      The specific purposes of the corporation are to (1) educate the public about the advantages of open source software [software that users are free to modify and redistribute]; (2) encourage the software community to participate in open source software development; (3) identify how software users’ objectives are best served through open source software; (4) persuade organizations and software authors to distribute source software freely they otherwise would not distribute; (5) provide resources for sharing information about open source software and licenses; (6) assist attorneys to craft open source licenses; (7) manage a certification program to allow use of one or more certification marks in association with open source software; and (8) advocate for open source principles.
  3. Measure of improvement: How do we measure our success?
    • More members, affiliates and donors
    • Donor dollars invested in our organization (hate to be mercenary but it’s a real metric)
    • Effective use of those dollars to drive our mission (❦ 🙂
    • The usual analytics tools for who views our content – measures reach of our message
    • Amount of traffic our website sees
    • More members of the public, government and press seeking the OSI’s comment/guidance on matters of public policy
    • More references to the OSI and open source (independant of direct interaction/communication with OSI)
    • Reference in procurement policies
    • Companies seeking advice (e.g. GitHub)
    • Companies adopting OSI ‘blessed’ best practices for open source development (would need to draft these first)
    • Timelyness of approval/rejection of license
    • Measuring activity in our community
    • Activity on our lists
    • Number/breadth of intiatives supported/sponsored
    • Number of working groups in different phases (starting, mid-process, near completion)
    • Posts on our website talking about what we do
    • Number of volunteer contributors, interns, Infra, etc
    • Number, diversity, and quality of self-nominations for board membership

Sources of Control:

  1. Decision maker)Who are the decision makers?
    • Affiliates and Individual Members
    • Board of Directors
    • Chairs and Members of working groups
    • Legal counsel to influence
    • Volunteers (e.g., content and Infra)
  2. Resources: What factors of success do we control?
    • We control the allocation and development of resources (content, working groups, initiatives)
    • We control our response to current events, e.g. amicus curiae, joint letters to influence public policy
    • We control our stance on public policy
    • We can control our brand, public identity, and messaging
    • We control how often we do membership drives / member recruitment
    • We can actively seek passive references to increase visibility
    • We control the tools we use to accomplish our mission (e.g. FOSS only/first)
    • We control who we choose to engage/work with (or not)
    • We control whether a license gets approved as OSD conformant
  3. Decision environment: What factors of success are outside our control?
    • We can’t control the availabiltiy of our board members or volunteers
    • We can’t control adoption or recognition
    • We can’t control level of funding
    • We can’t control how people use the expression “open source”
    • We can’t control the supply of member-driven initiatives
    • We can’t control public perception
    • We can’t control regulations, policy, and legal system
    • We can’t control the creation of new licenses, primarily reactive
    • We don’t control software producers, individuals or companies, or their choice of licenses or policies
    • We don’t control what our allies/related organizations do
    • We don’t control compliance with open source licenses or policies

Sources of Knowledge:

  1. Experts: Who provides relevant knowledge and skills for us to succeed?
    • Legal experts, both lawyers and laypersons
    • Historical reference to institutional memory
    • Day to day operational expertise
    • Pat + Interns
    • FLOSS Foundations Mailing list members (and the institutional knowledge in those list archives)
    • External communication expertise, marketing, social media, public presentation, etc
    • Financial expertise, organizational accounting, and fundraising
    • Secondary network of influencers (perhaps phrase as Friends of the OSI who act as connectors?), including developers who release software under an open source license
  2. Expertise: What knowledge and skills do they provide?
  3. Guarantor: What are the reasons we’re likely succeed? “We are likely to succeed because…”
    • Open source in general:
      • Open source is winning, we’re along for the ride (but we do have a paddle in the water)
      • Public mistrust of corporate power has motivated people to take issues of open source software and dev/user freedom much more seriously, even amongst non-technologists (Snowden to Volkswagen)
      • Pause for thought around economic benefits, both in US as part of the software economy and also in developed and developing countries as ecoomic development initiatives
      • Death of the business model of licensing software by the server
      • (Hugely negative IMO but an influencer towards success of open source) start ups see open source as a cost-free way to bootstrap their enterprises and VCs see open source as a gateway drug to proprietary products
      • Collaborative nature of our work, benefit of many minds
      • Open source ad a development model
    • OSI specifically:
      • We are the successors of the founders of the open source movement
      • Excellent brand cache amongst much of the developer world
      • Pragmatism, willingness to have a conversation about moving people toward an ideal situation, even though they aren’t there yet, pull people into the best practices of the community
      • Network and access to big companies in IT, to influence, to draw funding to free software in general
      • Governance, member and affiliate driven elections
      • ACTION: explore classes of perpetual membership

Sources of Legitimacy:

  1. Witness: Who might be negatively affected by the strategy, or might critique or oppose the strategy?
    • Drawing oxygen out of the room. There was a period in which it was a hostile fork.
    • Companies that fear loss of software licensing will reduce their profits. This perception has reduced over time, as they’ve found their way to other business models. 
  2. Emancipation: What are the opportunities for the interests of those negatively affected to have expression and freedom from the world view of the system?
  3. Worldview: Where is the neutral ground for reconciling differing world views regarding the system among those involved and affected?
    Likely now much less useful notes from LH:
    From LH: Looks like I may be absent for the first part of the strategic review exercise, so a few notes here for consideration:
    • Considering that several of our funders contribute to us and Free Software organization or only to the OSI, it appears they value our positions as champions of open source vs. free software.
    • This should not stop our support of the value of user freedom / developer freedom / software freedom.
    • How we present that message needs to be nuanced and using a phased approach.
    • I’ve been in enough back room meetings where the FSF/SFC/(SFLC?) were disparaged to know that an abrupt about face for the OSI to more firmly align with these orgs and their goals would not be well received.
    • There’s a certain amount of cynicism present around creating these coalitions. To paraphrase a notable free software advocate “Every time the OSI struggles for relevance they attempt to bridge the gap between open source and free software. This latest round with GPL enforcement is the 3rd or 4th time I’ve seen this.” What are we going to do to make sure these overtures are not yet another no op?
    • How do we understand our mandate from our members, affiliates and donors vis a vis coalition building with other organizations in the free software space? 
    • I’m very conscious of not letting my personal views (as a long time FSF member and, AIUI, the largest individual donor to Conservancy last year) influence my work with the OSI. I’d like to know if my caution is unwarranted because our members, affiliates and donors would like to see us work more closely with FSF/SFC and champion the cause of software freedom.
    • Is it enough that we mutually support each others efforts as we have been with amicus curiae, joint letters, etc.? 
    • What goals are we trying to achieve as an organization that are not supported by collaborating on the above ventures and leaving it at that? Seems to me that this is sufficient.
    • Meta-Comment: Some activities around coalition building and strategic outreach are brought to the board for approval with no context provided and with a tight turn around for approval and sign on. Can we make it a goal to provide more context up front and more lead time to discuss? In the case of the GPL enforcement guidelines, I understand that the final text was awaiting blessing from RMS to release, but the effort to draft these guidelines was ongoing for several months and discussing that it was in progress, at least amongst the OSI BOD, was not considered sensitive. (Or at least such is my understanding after discussing with Bradley.) Think we could have had a better resolution to that discussion if the idea had been raised earlier rather than when approval for the OSI’s sign on was needed immediately. [ANR Note: I did ask for permission to share with the OSI board earlier, and was told to wait.] [That is super weird. Good to get your perspective.]
    • Many thanks to Fontana for providing context in two different threads on this topic – always helps me know I am making the best possible decision in my capacity serving the OSI.