OSI Board Meeting Minutes, Wednesday, August 6th, 2014

Quorum

Quorum reached and meeting called to order at 16:06 UTC.

Attendees

Board Members

  • Patrick Masson
  • Deb Bryant
  • Mike Milinkovich
  • Simon Phipps
  • Allison Randal
  • Tony Wasserman (16:23UTC / 17:10UTC)

Guests

  • None

Expected, but Not Present

  • Leslie Hawthorn
  • Luis Villa

Sent Regrets:

  • Richard Fontana
  • Stefano Zacchiroli
  • Bruno Souza

Officer Reports

President's Report (Simon)

  • Simon expressed thanks to everyone who contributed to OSI's presence at OSCON, where the OSI secured some significant leads for new Affiliates and Sponsors.
  • Simon pointed to the needs associated with the next stage of the OSI's evolution involving cross-linking needs and resources between the organizations various constituents to build bridges of progress. Simon asked the Board Directors to watch for opportunities to extend our reach into and among the Affiliates and other professional organizations.
  • Simon requested that after the summer (or sooner!), that portfolio managers take the time to gather a group of interested parties related to your work and goals of the portfolio to help develop and drive operational and organizational effectiveness. Simon emphasized that no individual Board Director has the time to deliver all the results OSI needs alone; we can only succeed in groups.
  • For  more effective use of time, Simon suggested the Board structure future meetings around the Standing Committees (into which every Portfolio should report), and that the Board treat any report delivered without a request for Board review as read (possibly with a motion to confirm receipt of the report).

Secretary's Report (Patrick)

  • Motion (Patrick): Approve Draft Minutes for Wednesday, July 9th, 2014
    • Second: Simon
    • Discussion: None
    • Vote: Yes, 5 , No, 0 Abstain, 0
    • Passed
  • Added 990's to minuted page: http://opensource.org/minutes

Treasurer's Report (Mike)

  • A discussion was held regarding developing a budget for "FLOSS Entities" Working Group (WG)
  • Allison reported that the WG requested $36K to fund legal costs, paying for Aaron Williamson's time (legal expert in this field).
    • Estimate 10 hours/month: 2 hours for a monthly conference call with the  group, plus prep time and mailing list discussion at $300/hour.
  • The sponsorship target is $50k for 12 months, which should cover the regular monthly estimate, plus any extra time if we decide to take more overt actions like publishing legal whitepapers (on why open source software is a "public good" or other similar topics).
  • Proposal to the Board is that the OSI commits to an initial two months of funding ($6K) while the working group seeks sponsors.
    • Motion (Simon): Provide funding at 6K for the FLOSS Entities Working Group legal fees to be paid if additional fundraising from other allows sponsors is committed. (This motion is contingent on approval of the FLOSS Enteties WG by the board)
    • Second (Patrick).
    • Discussion: The goal is to provide seed monies for this to begin with the OSI being reimbursed should more sponsors come on.
    • Vote: Yes, 5 ; No, 0; Abstain, 0
    • Passed
  • Total  Assets: $116,043.33 compared to $130,029.52 a decrease of $13,986.19 which can be explained by the combination of $3633.88 less $13699.82 less $3920.25 (see below) Income or Sources of Funds:
    • Contributions: $2500 from Corporate Sponsor
    • Individual Memberships: $1560 (39)
    • Open Hatch: Received 481.93, paid $1690.36 for a net cash outflow of $1,208.43
    • Interest:  $4.98
    • Total Income or Sources of Funds: $3,633.88
  • Grants  Receivable:
    • $5000.00 from Corporate Sponsor
    • $4000.00 from Corporate Sponsor (not yet invoiced)
  • Major Contributions this year:
    • Corporate Sponsor: $2500
    • Corporate Sponsor: $5000
    • Corporate Sponsor: $25000
    • Corporate Sponsor: $20000
    • Corporate Sponsor: $25000
    • Corporate Sponsor: $25000 in May 2014
    • Corporate Sponsor: $5000 invoiced May and outstanding
  • Expenses or Uses of Funds for Operations:   13,699.82
    • Payroll: $9045.38
    • Professional: $1447.77
    • Supplies,Postage: $177.16
    • Bank Fees: $27.18
    • Meetings: $2596.75
    • Website Hosting: $229.60
    • Paypal: $52.89
    • Change in Liabilities (Payroll deposits made): $3920.25    
    • Total Uses of Funds: $17620.07

Mike raised a question for the accountant to confirm the corporate headquarters for Corporate Sponsors who may be located outside the U.S.

General Counsel's Report (Mark)

no report

General Manager Report (Patrick)

Patrick provided a summary of OSI sponsored activities the Community Leadership Summit and OSCON:

  • The following promotional materials were used.
    • Reusable promotional materials, with depreciating costs:
      • 3 6'x2' banners: $465.70
      • 3 table cloths with logo: $51.81 + $113.40 = $165.21
      • Subtotal = $210.30 (three uses)
    • General purpose marketing collateral:
      • 1000 brochures: $325.92
      • 500 "Call to Action" cards: $0.00
      • 500 Business cards (Masson): $24.00
      • 600 OSI stickers: $69.66
      • 250 pins/buttons and three t-shirts ($142.60)
      • Subtotal = $266.71
    • One time event costs:
      • OSI Travel Pillow a& printing: $21.58 + $34.56 = $56.14
      • Masson hotel: $854.96
      • Masson ground travel: $40.00
      • Masson airfare: $713.00
      • AgilePR $ 1,260.73
      • Subtotal = $2,924.83
    • Total = $3,401.84
    • Mike suggested the Board Directors formalize their booth activity and dedicate more time to participating in OSI specific activities.
  • Patrick introduced if the OSI should recognize our pro bono contributors, Agile PR and DLA Piper? General consensus was to reach out to both and ask if they would be interested.
  • Patrick provided an update, time line  and costs related to the planning of the Open Reception at Educause in September/October of 2014.
    • Patrick suggested the OSI should invite Affiliate Members who may be interested in the higher education sector, as a benefit of membership.
      • Motion (Simon): Provide $3,000 to sponsor the Educaseu Open Reception event ($3K amount to include GM expenses as well)
      • Second (Mike).
      • Discussion: While this may be the first time the OSI has sponsored an event, considering our expanding Affiliate Membership into higher education, Patrick's history with the conference and possible leads, it was determined this would be a wise investment. In addition, OSI will provide funding now in order to book the event with the OSI being reimbursed should more sponsors come on.
      • Vote: Yes, 5 ; No, 0; Abstain, 0
      • Passed
    • Patrick reported that Leslie and he have identified a new Intern working to help with our social media activity related to the Marketing and Communications portfolio.
    • Patrick reported that a volunteer has stepped forward from Kitware interested in helping with our meeting/event planning.

Portfolio Reports

Affiliate Membership (Richard)

  • Updated Affiliate Agreement for review. -  Richard will be requested to circulate with proposed changes by email for board approval
  • New Affiliate leads via OSCON
    • Benetech
    • ChickTech
    • FLOSSmole / FLOSShub (special case: not educational or non-profit).
    • FOSSETCON
    • Grassroots.org
    • Open Source Lab
    • OpenStack
    • RIT Center for Media, Animation Gaming, Interaction and Creativity (MAGIC) -- Education
    • The Open Source Way
    • Fiscal Sponsorship for PRPIG: Incubator proposal (Karl)
  • Introduction and review of WordPress Foundation Affiliate Agreement
    • Motion (Deb): Accept the Wordpress Affiliate Agreement
    • Second (Patrick)
    • Discussion: Everyone expressed their excitement to welcome Wordpress as an Affiliate Member.
    • Vote: Yes, 6 ; No, 0; Abstain, 0
    • Passed

Brand Identity (Deb)

  • Review / Discussion regarding Agile PR session
  • Agile PR to provide written recommendations for the board to review together in August - Deb will circulate by email prior to September
  • Brand Working Group will resume activities with blessed messaging in hand
  • Deb  Request certificate of appreciation for Mozilla Portland office for  hosting the workshop + the FOSS Entities Working Group  meeting (Pat will help) Simon records his gratitude

Corporate Sponsorship (Mike)

  • Mike provided an update of the new sponsorship leads from OSCON.
  • Mike updated the Board on several new sponsorship commitments.

Education and Training (Tony)

  • no report

Incubator (Simon)

  • Simon provided an update on his meeting with TLDRLegal prior to OSCON.
  • Allison introduced the "FLOSS Entities Working Group" which was the result of meetings held at OSCON.
  • Patrick introduced a request by Joseph Potvin regarding OSI participating in the W3C's Global Digital Payment Systems.
  • A note was made related to the OSI developing resources for guidance/encouragement on healthy open source project management.

Individual Membership (Allison)

  • Allison provided her OSCON Digest.
    • 8 new members (one returned) signed up during OSCON.
    • Looking at this year's event, Allison offered some ideas of what would we do differently?
      • Get members to define program.
      • Get on keynote agenda to promote membership.
      • Focus on social awareness and activities.
    • Deb suggested that we should consider printing membership cards for those OSI members who attend the conference.
  • Allison reported she is interested in offering OSI membership  as a conference benefit for those attending other organization's conferences.

Infrastructure (Bruno)

  • Confirmed hosting availability with Bluehost.
  • Promised to investigate Civi hosting support
  • Still open option with InMotion

License Approval (Luis)

  • Sourceforge's create project work-flow does not include a licensing component. Is this something we should also address like with GitHub.
  • Qabel responded to our letter regarding the use of the Open Source label and the Qabel Public License.
  • Simon raised a question regarding the status of the NASA license.

Marketing (Leslie)

No report

Trademark Stewardship (Zack)

  • Sourceforge uses the old logo on the site: https://sourceforge.net/create/
  • An update was provided regarding DLA Piper recommendations for registration of the OSI logo and "OPEN SOURCE INITIATIVE" trademark internationally.

Standing Committees

Budget (Mike)

No report

Membership (Allison)

No report

Advocacy Committee (Deb)

No Report

Election Committee: (Simon)

Old Busines

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

New Business

  • Simon introduced the idea of a new Director role for "Liaisons" portfolio.
    • The position would evaluate potential relationships, either spontaneously or on request from a Member; (for entities which would not otherwise be a member, but have a potential strategic relation);
    • Scope out their impact on OSI, including costs and other resources;
    • Make a recommendation to the Board;
    • Act on the Board's behalf signing documents and spending on fees, and;
    • This  director would also be the formal point-of-contact with all external  non-Affiliate organisations, but would have the ability to select  another person -- hopefully a Member, but not necessarily another  Director -- to act as the person engaging with the other organisation. 
  • Patrick introduced a request from an Affiliate Member regarding an OSI "certification" of organizations, specifically Affiliates.
    • The Affiliate is working with a University related to an existing open source project.
    • The current CLA used by the Affiliate allows the Affiliate to engage in commercial (for-fee) outbound licensing.
    • However, the Affiliate would like to affirm their sponsored projects' outbound licensing will all always be under an OSI Approved License, despite the boilerplate of the CLA.
    • The Affiliate was asking if the OSI might develop some kind of "pledge" or something the organization could sign?
      • A question was raised if the OSI might modify the Affiliate Agreement.
      • A question was raised how the OSI would audit of the organization? How to appropriately screen the organizations?
      • The idea of emulating the CE mark in EU: create trademark to be used in self-certification.
      • The idea to look at "open by rule" as starting point.

Next Board Meeting

The next OSI board meeting is scheduled for September 3rd, 2014.

Adjournment

  • Motion (Mike): Accept the Wordpress Affiliate Agreement
  • Second (Allison)
  • Discussion: None.
  • Vote: Yes, 6 ; No, 0; Abstain, 0
  • Passed

Meeting adjourned at... 17:30 UTC