OSI Board Meeting Minutes, Thursday, July 16th, 2018



Quorum reached and meeting called to order at 20:09 UTC.


Board Members

  • Simon
  • Josh
  • Chris
  • Molly
  • Patrick
  • Carol
  • Vicky


Nick Vidal

Expected, but Not Present

  • Italo

Sent Regrets

  • Richard Fontana
  • Faidon Liambotis

Guest, Nick Vidal

  • Updates on Anniversary events, and future efforts
  • Have room and passes for OSS Europe + NA
  • Videos with board members: 5 questions and providing oral history of FOSS
  • Computer History Museum: closing on dates (Feb 9?)
  • Ending anniversary tour at LCA 2019?
  • Project the sponsor timelines at the event

Officer Reports

  • Motion to approve minutes (Patrick)
  • Treasurer's report (Josh), see Appendix A

Board Topics

  • Recommendation from Operations Assistant Search Committee to approve new hire: Jessica Spiak
  • Motion: To hire Jessia Spiak as Operations Assistant Search Committee (Josh)
  • Yays: 5 Nays: 0 Abstentions: 0
  • Golf clap administered
  • Has been sent an offer letter
  • Can approve when we have more word from her
  • Directors & Officers Policy? (Patrick to provide details from Phyllis)
  • D&O insurance is generally a good thing to have for non-profits; it provides protection for Officers and other Board members against lawsuits that could be brought against members acting on OSI's behalf.  This coverage doesn't protect against fraudulent or illegal activities by Board members, however.  In addtion, D&O policies typically carry an EPLI (Employee Practices Liability Insurance) rider that also provide coverage if employees of OSI are sued for wrongful termination, discrimination, sexual harassment, etc.  Without doing an application to get a quote, it is likely that $1M of coverage with a $5,000 deductible would cost less than $1,500 per year for OSI.  $1M is probably a good coverage level for OSI (when I was at Shimer, which was about $2M in revenue and had active students, we carried $2M).  Lastly, if OSI wants to carry auto coverage for employees and board members who are on OSI business, I'm guessing that would cost $300-400 per year.  Whether or not to carry auto coverage is all over the place at other non-profits I've worked for; the affordable housing place, for example, carried auto insurance because 2 staff members were always going to properties.
  • We'd like to proceed and have Phyllis investigate further and make a recommendation and we DO want the auto coverage

Membership Topics

Communications Topics

Fundraising Topics

  • Use of Funds from Handshake (Patrick to provide details from Phyllis):
    • Regarding investments, I suggest first setting up an investment committee/policy (or task the Finance Committee with managing investments).  Next, the investment committee should set a target investment mix that includes cash, stock, and bonds.  A nice starting mix would be 5-10% cash (very conservative with very low returns and may include US Treasury bills, but basically guaranteed), 50-65% stock (highest return of the three, but the most risky), 30-40% bonds (lower returns than stock, but perform well when the stock market is down and vice versa).  However, the risk tolerance on this investment would depend on the Board's risk tolerance.  All investment funds carry fees, but they are usually 1-3% and well below the earnings rate.   Then, the committee can take a portion of the $90K ($100K net of commission) and put it into the investment and save the rest for initiatives.  Maybe OSI can take a portion of this one-time donation and consider a few grantees?  Is this the information you were looking for?
  • Host a meeting in Boston/San Francisco, get folks into the room to make recommendations
  • FSF and others
  • Other things to consider with a windfall of money
  • Donations or grants
  • Sustainability of money and program would be difficult
  • Need person managing the program
  • Projects for OSI's development
  • Joint membership or donation drives
  • Staffing plan for next positions
  • Conference attendance fund for projects
  • Infrastructure
  • License review
  • Josh recommendation on financial advisor to meet pro bono?
  • Identify current activities that have gaps in infrastrcuture or staffing that already align with our mission
  • Identify solutions
  • Patrick to develop roadmap for infra and staffing.

Legal Topics

  • Review and finalize contracting policies and practices.
  • Finalize & document this process
  • Get/confirm a standard contract
  • Review procurement policy

Infrastructure Topics

Incubator/Project Topics

Review of Timeline

Next Board Meeting

The next OSI board meeting is scheduled for August 9, 2018 at 9:30am Pacific.

Meeting adjourned at 22:33 UTC


Motion (): Approve and post the meeting minutes of __________ .
Second ().
Vote: 0 Yes; 0 No; 0 Abstain.

Appendix A - Treasurer's Report

Treasurer’s Report, June 30, 2018

Total Assets at Beginning of Period, 06/01/18: $184,376

Revenue or Sources of Funds

  • Contributions: $100,990
  • Commissions: $10,000 (For internal reporting purposes only)
  • Memberships: $640
  • Interest: $4
  • Commissions

Total Revenue or Sources of Funds, $111,635

Expenses or Uses of Funds

  • Compensation, $10,297
  • Fundraising Expense, $1,500
  • Legal & Professional Fees, $2,056
  • Office Expenses,  $45
  • Program Service Expense,  $10,000 (For internal reporting purposes only)
  • Promotional Expense, $43
  • Travel & Entertainment, $4,501
  • Other Expenses, $656        

Total Expenses or Uses of Funds: $29,098                               

  • Change in Accounts Payable, $1,334        

Other (rounding)                -$1

Total Assets at Beginning of Period, 06/30/18: $268,246

Old Sponsor 04/03/17 04/27/17 $20,000 $0
Old Sponsor 04/17/17 06/05/17 $15,000 $0
Old Sponsor 06/12/17 07/03/17 $1,000 $0
Old Sponsor 06/26/17 06/26/17 $20,000 $0
Old Sponsor 06/26/17 07/03/17 $1,000 $0
Old Sponsor 07/31/17 09/07/17 $1,000 $0
Old Sponsor 07/31/17 09/07/17 $1,000 $0
Old Sponsor 08/11/17 09/05/17 $7,500 $0
Old Sponsor 08/11/17 11/01/17 $2,500 $0
Old Sponsor 09/11/17 10/02/17 $15,000 $0
Old Sponsor 09/14/17 09/28/17 $7,500 $0
Old Sponsor 09/14/17 10/14/17 $7,500 $0
Old Sponsor 10/01/17 11/11/17 $20,000 $0
Old Sponsor 10/06/17 10/17/17 $20,000 $0
Old Sponsor 12/14/17 01/31/18 $20,000 $0
Old Sponsor   01/12/18 $25,000 $0
Old Sponsor 01/12/18 05/09/18 $6,000 $0
Old Sponsor 02/01/18 06/12/18 $20,000 $0
Old Sponsor 02/01/18 02/06/18 $1,000 $0
Old Sponsor 02/12/18 03/08/18 $20,000 $0
Old Sponsor 03/29/18 05/18/18 $20,000 $0
Old Sponsor 04/19/18 05/21/18 $20,000 $0
New Sponsor 05/30/18   $540 $540

Major Contributions in the last 12 months:



Old Sponsor 05/09/18 05/30/18 $50,000 $0
New Sponsor 06/26/18 06/29/18 $100,000 $0

Net Income Check Figure,  $82,536        
Variance, $0.00        

Appendix B - Team Reports

Communications Team

Membership Team

Fundraising Team

Infrastructure Team

Legal Team

Incubator/Projects Team

To promote and protect open source software and communities...

For over 20 years the Open Source Initiative (OSI) has worked to raise awareness and adoption of open source software, and build bridges between open source communities of practice. As a global non-profit, the OSI champions software freedom in society through education, collaboration, and infrastructure, stewarding the Open Source Definition (OSD), and preventing abuse of the ideals and ethos inherent to the open source movement.

Open source software is made by many people and distributed under an OSD-compliant license which grants all the rights to use, study, change, and share the software in modified and unmodified form. Software freedom is essential to enabling community development of open source software.