OSI Board Meeting Minutes, November 11th & 12th, 2014 Minutes (Face-to-Face meeting, San Francisco, CA)

Quorum

Quorum reached and meeting called to order at 17:20 UTC.

Attendees

Board Members

  • Deb Bryant
  • Richard Fontana
  • Leslie Hawthorn
  • Patrick Masson
  • Mike Milinkovich
  • Simon Phipps
  • Allison Randal
  • Bruno Souza
  • Tony Wasserman (arrived 22:15 UTC on Nov. 11th)
  • Stefano Zacchiroli

Guests

  • Jane Peterman (Wednesday, 17:20 - 18:00 UTC)
  • Asheesh Laroia (Wednesday, 21:15 - 22:00 UTC)

Sent Regrets

  • Luis Villa

Officer Reports

President's Report (Simon)

None

Secretary's Report (Patrick)

Minutes Review and Approval

Set date for next Face to Face Meeting

  • Thursday May 14th & Friday May 15th, Paris, France.
  • Zack will provide the details for a location
  • Patrick will work with Zack on communication, logistics, etc.

Define Calendar and Process for 2015 Elections

Treasurer's Report (Mike)

Total Assets: $75796.15 compared to $95417.58 a decrease of $ 19621.43 which can be explained by the combination of $349.13 less $13999.16 plus $5971.40 (see below) We transferred $1,359.61 in USD from Paypal in October.

Income or Sources of Funds:

Contributions: $ 14.00
Memberships: $680 (17 x $40)
Open Hatch: Received $316.57 paid $ 663.46 for a net cash outflow of $346.89
Interest: $2.02

Total Income or Sources of Funds: $ 349.13

Grants Receivable
$5000.00
$4000.00

Expenses or Uses of Funds for Operations: $13999.16

Payroll $ 9038.02
Professional $ 2279.25 (as of 11/05/14:Tor Ekland to date $2335.82 of $6000)
Bank Fees $ 12.18
Conferences/Conv $ 1324.29
Meetings $ 1093.35
Website Hosting $ 229.60
Paypal $ 25.47
Change in Liabilities (Payroll liabilities increase) $5971.40

Total Uses of Funds $ 8,469.13

Filed quarterly reports, Federal and state, made quarterly deposit; Irs letter re

Note: Accrued payroll taxes are due to be paid in October, about $9K

Accounts reconciled: Wells Fargo Savings and Checking, September 2014; Paypal through September 2013

General Counsel's Report (Mark)

None

General Manager Report (Patrick)

None

Portfolio Reports

Affiliate Membership (Richard)

  1. Affiliate eligibility to be determined by sector specific qualifications and criteria: see: http://opensource.org/AffiliateRequirements.
    1. Each  interested party will submit a cover letter with their application that  provides their qualifications based on they type of organization they are, rather than different agreements: non-profit, educational and user communities.
  2. Current Applicants under review/up for vote:
    1. Moodle
      1. An Affiliate Agreement was submitted by Moodle Pty Ltd.
        • MOTION (Richard): Approve Affiliate Membership for Moodle Pty Ltd.
        • Second (Patrick).
        • Discussion: It was noted that the Moodle open source project is backed by a for-profiit company. As a for profit Moodle Pty Ltd. is ineligible for Affiliate Membership. However there do appear to be other Moodle related organizations, Moodle Foundation and the Moodle Trust. If their non-profit status is confirmed, maybe one could be the affiliate? They would need to submit an application under that organization's name.
        • Vote: 0 Yes; 9 No; 0 Abstain.
          Result: The Board should respond to Moodle for clarification about the structure and relationships between Moodle.org, Moodle Foundation, Moodle Trust and Moodle Pty. Ltd.The Board should highlight the requirement to be a not-for profit. In addition there may be interest by Moodle Pty Ltd. in sponsorship.
    2. TYPO3
      1. An Affiliate Agreement was submitted by TYPO3.
        • MOTION (Richard): Approve Affiliate Membership for TYPO3.
        • Second (Allison).
        • Discussion: Swiss-based trade association, most user base is in Europe. Products to publish static and dinamic info. No sponsoring or dominating coorporation. Member elected board, small staff, have budget. [RF] they are overly enthusiast about the OSI. Need to define what affiliates should do or how they get involved with OSI. Open source CMS.
        • Vote: Yes, 8; No, 0 ; Abstain 1 (Simon)
        • Result: Motion approved and the Secretary and the Chair of the Affiliate Member Portfolio will contact TYPO3 and begin the on-boarding process.
    3. OSEHRA
      1. An Affiliate Agreement was submitted by Open Source Electronic Health Record Alliance
        • MOTION (Deb): Approve Affiliate Membership for Open Source Electronic Health Record Association.
        • Second (Richard):
        • Discussion: Trade Association, single source of funding, goal is to take VISTA and make it open source under apache license. Trade association that is doing open source. They are in a standard non-profit status (C-6).
        • Vote: Yes, 8; No, 0 ; Abstain 1; (Mike)
        • Result: Motion approved and the Secretary and the Chair of the Affiliate Member Portfolio will contact TYPO3 and begin the on-boarding process.
    4. ADMB
      1. An Affiliate Agreement was submitted by ADMB Foundation
        1. MOTION (Deb): Approve Affiliate Membership for ADMB Foundation. See Application
        2. Second (Simon):
        3. Discussion: BSD-licensed open source project, run by a non-profit organization (C-3). Basically funded by a charity fund.
        4. Vote: Yes, 9; No, 0 ; Abstain 0;
        5. Result:
    5. Mautic
      1. An Affiliate Agreement was submitted by Mautic
        • MOTION (Patrick): Approve Affiliate Membership for Mautic. See Application
        • Second (Richard):
        • Discussion: The Board discussed Mautic's application at the September meeting, which at the time seemed to just be a project on github. Since then, Mautic has received their non-profit status; created a new project website and released it's first version. There current status may be more in line with the OSI Affiliate Membership requirements, thus bringing the discussion back.
          The GM reached out to Mautic to discuss their status and Mautic reps agreed that the OSI's Affiliate Member approval process should be selective--especially in confirming eligibility. Some issues still exist: The project appears to be backed by a company (looks like a consulting company, and seems to be the employer of the person that works on the code). The site is copyrighted to "Mautic Inc". Press pack still lists for-profit corporation. Governance: not possible to see into organization. Minimal source code on website, is development in the open? Trademark ownership.
        • Vote: Yes, 0; No, 9, Abstain 0.
        • Result: Maybe this as a mentorship opportunity. Is one of the roles that the OSI should play is in helping new projects mature. If a healthy, mature open source software project meets the eligibility requirements of Affiliate Membership, then perhaps this can be a goal for new projects which actually helps them grow? Speak with Mautic about guidelines for healthy open source projects, and see if they are heading in that direction. Potentially vote  again at the next meeting. 
  3. Legal Reference Resource
    • Develop  a set of "OSI recommended" questions that those looking for legal advice can ask potential attorneys to assess their experience with open  source licensing and related legal issues.
  4. Current leads:
    • AMBD
    • Benetech
    • ChickTech
    • FLOSSmole / FLOSShub (special case: not educational or non-profit).
    • Request from FLOSShub/FLOSSmole/SRDA for an update.
    • FOSSETCON
    • Grassroots.org
    • Open Source Lab
    • OpenStack
    • RIT Center for Media, Animation Gaming, Interaction and Creativity (MAGIC) -- Education
    • The Open Source Way

Brand Identity (Deb)

None

Corporate Sponsorship (Mike)

None

Education and Training (Tony)

None

Incubator (Simon)

None

Individual Membership (Allison)

None

Infrastructure (Bruno)

None

License Approval (Luis)

None

Marketing (Leslie)

None

Trademark Stewardship (Zack)

None

Standing Committees

Budget (Mike)

Discussions

  • Increasing FTE
    • Identify areas where additional dedicated support would yield the greatest return for the organization's most active areas of development.
    • While it was agreed that additional support for the GM (particularly around business operations) would be helpful, the organization does not have the financial resources available to hire additional staff. It was recommended that the organization look at consulting services or dedicated volunteers. In addition, in-kind sponsorships that provide dedicated staff time to the OSI by employees of corporate sponsors might also prove beneficial.
  • OpenHatch Fiscal Sponsorship
    • The board reviewed OpenHatch's Annual Report and operational costs/fees and agreed to renew our fiscal sponsorship with OpenHatch as is currently implemented, if they would like.
  • New Corporate Sponsorships
    • Board will provide Patrick with leads at various prospective sponsors and affiliates
    • Patrick will add the contacts to Civi and follow up with Mike on introductions from the Board.
    • Patrick and Mike will focus on fund raising to take advantage of 2015 budgeting time lines.
  • Working Groups
    • FLOSS Entities was cerated to help open source communities understand and apply for non-profit status through the Internal Revenue Service.
      • Looking for sponsorships
      • Patrick to contact entiesWG members for sponsorships
    • Partnering with FSF on Mozilla's terms related to trademarks.
      • FSF approached an OSI Board Director.
      • Look at OSD in light of trademark.
      • We would like to participate in working group in defining trademark use and invite Mozilla and FSF (and others) 
      • Richard should respond with, interest and appreciation, but would like to work with Mozilla to develop.
      • Bootstrap this outside the working group.
      • Simon has offered to contact Mozilla reps on the effort's behalf.

Membership (Allison)

Discussions

  • Individual Membership discounts
    • Proposed discounts on Individual Memberships for students, OSI volunteers, members of Affiliate organizations (this would be a nice benefit for our Affiliates.), and members of FSF.
    • 90% discount for members of Affiliate organizations and students (current $4.00): we will need to give coupon each time for renewal.
    • Need to communicate better the value of membership
      • MOTION (Simon): Membership Committee Chair has discretion to determine membership fees
      • Second (Patrick).
      • Discussion: As above
      • Vote: Yes, 10; No, 0 ; Abstain 0
      • Result: Approved: Report back 3 months after launch of program, and quarterly afterwards on uptake of discounts.
    • Affiliate Engagement
      • Taking next step in Affiliate program and develop value for participation.
      • Start with an initial phone contact each Affiliate Member rep to understand interests and OSI relationship.
      • Patrick was contacted by a volunteer to help with this effort.
  • How to manage Affiliates that may no longer be in line with the OSI Affiliate Program
    • What are the triggers for review?
      • "When the board becomes aware of, through public channels..."
      • If an Affiliate "closes"
      • Review organization again against our criteria

Advocacy Committee (Deb)

Discussion

  • Board Member Cross-Promotion
    • The OSI has now attending four open source / technology conferences, and we should take advantage of the many events our Board Directors are invited to and participates in. How can we do this? Can we establish some sort of practice for Directors to include OSI awareness when they participate in relevant  events?
    • The Board agreed this is a good idea and asked Patrick to develop an "OSI pack" for speakers with resources for directors.
  • Open Source Development "Best" Practices
    • OSI Sponsored project on good practices in open source development methods.
    • Several OSI Affiliates and other groups have approched the OSI for support in creating and fostering open source communities of practice: GE Global Research, The White House Policy, Aperero, "GitHubgeneration" article, FLOW Syllabus, etc.
    • The  OSI has thus far only "told" FOSS people which license they "should" use. As the article observes, there is much more to be "open source"  than merely the license. There is also meritocracy, distributed  copyright, license in=license out, etc. It is time for OSI to embrace  those recommendations, pretty much as it embraced licensing (to fight  license proliferation) many years ago. A review of the board@ list,  suggests rough consensus within the Board that OSI should work on this.  What we lack is a plan about what to do concretely (e.g., a  white paper by the board? a working group with others? if so, whom?)  and a list of next actions (e.g., board member $foo is going to propose a  first draft, based on the various inquiries/inputs, by $date).
    • Can the OSI commit to one Board initiative per F2F, year, etc.?
    • Result: Zack to take initiative—with Richard, Simon, and Mike, to revamp seminal articles by Simon on "open development". Once a first draft is ready, it will be circulated to the board for review and, eventually, published by OSI as a whitepaper/blog post. References:
  • U.S. Government to develop policy on open source.
  • Develop a Speakers Bureau
    • In response to several inquiries for conference speakers, educational presentations, consultations, etc. on open source should we create a resource for external groups to contact OSI Board Directors and other affiliated experts?
    • Provide this as a service to external groups in line with our mission, as well as a benefit for our members (as listed on the service).
    • Fees should be included to compensate for travel, expenses and OSI administration.
    • Bios of speakers to include areas of expertise and previous experience.
    • Dedicated to OSI Directors and contributors.
  • Time line for new website
    • Migrating current site to a development environment to begin work.
    • Development will focus on making membership portal functional for individual members, e.g. access accounts, update information, confirm dues.
  •  IEC position on open source implementations
    • The IEC is the international standards body for electrotechnical specifications. An OSI Affiliate recently asked them to clarify their position on open source implementations of their specifications. The response by the IEC is of concern to both the Affiliate and to the OSI.
    • As far as can be determined, there is very limited information on the IEC website which explains their policy as described to the Affiliate and shared with the OSI.
    • It appears, based on preliminary investigation, that the IEC may be developing policy as they discover issues and that support from the OSI would be warranted.
    • Result: Mike was asked reach out to IEC for justification of their position.

Election Committee: (Simon)

Discussions

  • Determine which Board seats are open.
    • Individuals: 3
    • Affiliates: 2
  • Finalize dates for candidates to announce, vote opens/closes, announcements, etc.
    • April 1st, take seat (schedule Board meeting to ratify elctions, and appoint directors).
    • Voting closes, March 16th at midnight California time (based on legal address)
    • Voting opens, Monday, March 2nd
    • Nominations close Feb 16th
    • Nominations open Feb 2nd
  • Platforms required upon (self) nomination
  • Platforms required upon (Affiliate) nominations
    • Elections announcements, Jan. 1 for individuals, ASAP for affiliates
  • Review elections software (Helios), vote.python.org
  • Elections committee (Patrick, Simon, Allison, Zack)
  • Review software
  • Coordinate with marketing
  • Drive membership for elections
  • Directors' terms
    • MOTION (Simon):  Subject to review by General Counsel, the bylaws shall be changed to read: "Section 5 (a) Commencing with the term starting April 1, 2015, each director shall be designated by a resolution of the board as serving either a three year term or a two year term." http://opensource.org/bylaws
    • Seconded (Zack).   
    • Discussion:  One-year terms were agreed as too short for any director to become effective. The board discussed the option of also retaining a one year term but opted to have only a three year term (for Affiliate directors) or two year term (for Individual-elected directors). The board aims to ensure that the elections for its members are staggered, but recognizes that cannot be guaranteed.
    • Vote: Yes, 9; No, 0; Abstain, 0
    • Motion (Simon):  Directors elected in 2015 and at subsequent elections shall be given a three year term if they are elected by Affiliates and a two year term if they are elected by Individual members.
    • Seconded (Deb).
    • Discussion: As above   
    • Vote: Yes, 9; No, 0; Abstain, 0

Meeting In Recess

Tuesday, Nov. 11, 24:00 UTC - Wednesday Nov. 12th, 17:20 UTC.

Meeting

Wednesday, Nov. 12th, 23:00 UTC.