OSI Board Meeting Minutes, Wednesday, March 5th, 2014

Quorum

Quorum reached and meeting called to order at 16:07 UTC

Attendees

Board Members

  • Deb Bryant
  • Richard Fontana
  • Karl Fogel (left at 17:00 UTC)
  • Patrick Masson
  • Martin Michlmayr
  • Mike Milinkovich (left at 17:44:30)
  • Simon Phipps
  • Bruno Souza (on at 16:30 UTC)
  • Luis Villa
  • Tony Wasserman

Guests

None

Expected, but Not Present

  • Harshad Gune

Sent Regrets

None

Meeting Called to Order at 16:07 UTC

Minutes Review and Approval

The following minutes were reviewed and approved:

Officer Reports

President's Report (Simon)

Simon expressed his enthusiasm, "a fine thing," that the OSI teamed up with FSF on the Supreme Court Case, Alice vs. CLS Bank amicus brief. He stated he felt the effort represented the OSI membership and board well. Simon recalled the last time the OSI worked with the FSF on a position statement was he believed in 2003( ? ) and hoped this current collaboration would lead to increased activities between the two groups as it strengthens community building and reinforces the ties between free and open source software, projects, advocacy and adoption. Simon thanked Luis for work in explaining the legal frameworks/arguments and representing both sides of the issue. The entire Board joined Simon in his thanks to Luis. Luis seconds the joint work done and hopes for more opportunities. Tony also added he was happy to see the related press and also highlighted our collaboration (FSF and OSI).

Secretary's Report (Patrick)

Patrick reported the investigation of alternatives to the current conference calling available to the Board. While the OSI is extremely grateful to The Eclipse Foundation for providing access to their phone bridge, the service does not provide the level of access (country codes) needed by the OSI. After some investigation, BigBlueButton was identified as an option for hosting web-based conference calls/meetings. BigBlueButton has offered to host and support the OSI at no cost and has made four rooms available for our use. Patrick will work with various Board Directors to test and assess the system.

Treasurer's Report (Karl)

February 2014 Financial Report:

  • Total assets at end of February 2014: $164,523.78  (+10.1% growth from $149,460.46 in January; January growth was 25.7% over December)
  • Income:   Total OSI income: $20624.00
    • Memberships: $600.00 (15 memberships; not sure of renewals vs new though)
    • Misc contributions: $24.00 (Antona Software $14.00, Lina Andriani $10.00)
    • Interest: $4.50
    • Flattr: (unknown; we need to get Jane working with Flattr)
    • Corporate sponsorship: $20,000.00  (Hewlett Packard)
  • Income receivable: $50,000.00  (Google and IBM, $25k each, both invoiced)
  • Expenses:   Total expenses: $11665.65
    • Web site hosting: $229.60
    • Payroll: $9017.37  (includes all taxes, insurance)
    • Payroll services (Intuit): $2.16
    • Bookkeeping services: $2400.00  (high because tax season)
    • Bank fees: $16.50
    • Reconciliation: $0.02 (yes, Jane seriously found a 2 cent discrepancy)
  • Fiscal sponsorship program
    • OpenHatch income: $445.13  (20 contributors)  (almost exactly the same as last month; most of these are recurring contributors) (minus PayPal fees of $16.19)
    • Jane resolved the discrepancy from last month.
    • Disbursement to OpenHatch: $579.02  (Jane has changed how she records the 8% overhead; didn't understand, will need to get that straightened out)

Other news:

Social Security has received our W-3 report, e-filed.  Payroll liability payments are up to date.  Upcoming are Form 990 to report income and expense and the Annual Registration due May 15.  Next Payroll reporting Form 940 is after the end of the quarter due April 28.

Jane has gotten Network for Good access working again.

Transition of Assistant Treasurer to Treasurer

Karl's term expires at the end of March, 2014.

Motion (Simon) Mike should move to the Treasurer's role with Karl moving to Asst.Treasurer.
Second (Deb)
Discussion This will allow Mike to acclimate to the role and responsibilities with Karl still available to help.
Vote passed, unanimous consent

Mike and Karl to work out transition of Assistant Treasurer to Treasurer.

General Counsel's Report (Mark)

No report

Open question related to email votes (Deb), need clarity on the issues which can/cannot be voted on via email

General Manager Report (Patrick)

Operations

Trademarks & Logos:

  • Have created a list to catalog misuse.
  • Developing criteria to determine misuse.
  • Developing protocol to address misuse (from "friendly to forceful").
  • Working with DLAPiper to expand trademark registration.

Individuals:

  • The idea of, and a discussion around, providing EMail accounts and other benefits was raised. The administrative costs seemed to be the greatest barrier. Patrick reached out to some of the OSI affiliates who offer such services and the level of service and support varied. Should the OSI choose to offer email, we would need to be very clear on our level of support as to not set expectations too high among the membership.
  • New OSI logos for members were developed in order to provide both Individual and Affiliate members a way to express their participation and support.

Affiliates:

  • Have created a list to manage current and potential Affiliates. This list is provided to help the community understand Affiliate status as well as suggest other organizations that might be interested.
  • The Board was asked to add any prospects they though might be interested. The details of each Affiliate has been built out in CiviCRM.
  • Patrick met with Outercurve E.D. Erynn Peterson
    • Also attending Open Source Festival 2014 in Albany
  • Two OSI Individual Members will attend Linuxfest NW on our behalf, along with Deb.
    • Patrick and Deb will develop promotional materials for the event.

Sponsors:

  • Patrick was assigned to contact Craigslist and thank them for their contribution.
  • Members of the Board were asked to reach out to their OSCON (O'Reilly) contacts to identify who Mike and Patrick could contact regarding a Corporate Sponsorship.

Working Groups

  • OSI-EDU-WG: added new participants from OER, Higher Ed, OS legal community. Developing broader announcement/awareness campaign.
  • A space was set up for a potentially new Working Group dedicated to developing and sharing case studies on the use and support of open source.

Infrastructure

  • Patrick with help of the Infrastructure group is looking for synchronous collaboration platform: Apache Open Meeting,  Big Blue Button, TogetherJS.
  • Continuing on with CiviCRM (multi payments, access accounts, auto-note, see Redmine)
  • Elections: Created Elections page on web site: http://opensource.org/elections

Newsletter in "production" again, March 31st.

  • 1600+ recipients / 250 opens / 100 click-throughs / 45 to affiliates or sponsors.
  • Please submit any reports/news (amicus brief?)

Face to Face

  • Need to know if any one can attend pre and/or post meeting events (Mon, April 28th w/NERCOMP and/or Thur. May 1 w/PM Connect)

Administrative

  • Engagement letter from DLAPiper
  • How are our taxes handled?
  • Payroll issues (my fault)
  • Advert ever run?
  • Document storage (hard and soft)

Committee Reports

Affiliate Members (Richard)

OpenHatch has expressed interest and indicated they have completed the application

Three new Affiliate Membership applications were received. The Board undertook a vote on each application:

  • inBloom (application)
  • Mis Tribus (application)
  • Northwest Linuxfest (application)

Motion (Richard) Recommend the OSI Board approve the inBloom application and they be accepted as an OSI Affiliate Member
Second (Deb)
Discussion Richard briefly described to organization, confirmed their qualifications and good work in the open source community.
Vote Passed with general consent

Motion (Richard) Recommend the OSI Board approve the LinuxFest Northwest application and they be accepted as an OSI Affiliate Member.
Second (Deb)
Discussion Many on the Board expressed familiarity of LinuxFest Northwest and their membership and activities.
Vote Passed with general consent

A vote was not help for Mis Tribus, as further details are needed: non-profit status (gov recognized), affiliations/organizational structure with python user group.

Patrick was asked to remind board for contacts of those Affiliate members who may be ready to contribute

Patrick was asked to develop a contribution scale (also recognizing some may not be allowed).

Deb suggested that the OSI might want to set up a specific catagory for those Affiliates who contribute, e.g. "Sustaining Affiliate Members." These Affiliates may appreciate the recognition for their contribution.

Corporate Relations (Mike)

No report.

Individual Members (Bruno)

Bruno, recognizing that elections are coming up, expected to see some excellent candidates for the Individual Members seats. With the OSI's recent activities it seems like a good moment to reach out to members. Looks like Patrick has all the member issues worked out or under control. Next steps: we need to start finding ways to recruit new members. Bruno suggestion that we spend some time on the F2F discussing activities and objectives for increasing membership.

Licensing (Luis)

We received the submission of a new license to review/consider. It looked like it might be close the the existing MIT license.

Outreach and Learning (Tony)

Administrative Committees

Communications (Simon)

New posting on website re: amicus brief, newsletter for March 31.

Question from Bruno: Are we doing anything for FISL?

  • May 7-10, 2014
  • Organizers are asking if we need space for talks
  • Organizers would like to invite Eric Raymond: anyone can/want to help?

Patrick will support  Bruno as needed.

IT Infrastructure Committee (Bruno)

As was already mentioned, Karl has been working on the Elections infrastructure

Redmine is currently being used to manage both tasks and issues.Bruno asked if everyone is comfortable with Redmine and if we need to do anything to get anyone set up? Everyone with an account can now send email to tracker@opensource.org to file or comment on an issue (need to use the email you're registered with). Most projects on Redmine are publicly visible and Bruno asked if does had any problems with that?

Regarding BigBlueButton for Meetings, Bruno asked, do we really need that, instead of relying on Eclipse?

Old Business

Review of Action Items

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

New Business

Agenda Items introduced but not covered and postponed to the next meeting.

  • Postponed: 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://http://wiki.opensource.org/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.
  • Postponed: 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?
  • Introduction of Marketing Working Group and call for approval of
  • Trademarks and Logos: We have identified several examples of the OSI logo being used without permission. There are several options: a friendly note to address issues (if there are any); ask to have logo removed (and more formal C & D letters); provide a consent agreement to allow use. Rather than have the board review each example, it would be preferable to create policy for managing each when they are discovered. Current information can be found here on the Trademarks page as well as the current consent agreement template.

Action Items

See Redmine.

Next Board Meeting

The next OSI board meeting is scheduled for April 2nd.

Meeting adjourned at 18:01 UTC