OSI Board Meeting Minutes, Thursday, September 13th, 2018

Quorum

Quorum reached and meeting called to order at 16:35 UTC.

Attendees

Board Members

  • Carol
  • Italo
  • Simon
  • Patrick
  • Josh
  • Faidon
  • Chris
  • Vicky
  • Molly
  • Allison (arrived at 16:40 UTC)

Guests

Expected, but Not Present

Sent Regrets

  • Richard

Officer Reports

Motion (Carol): Approve and post the meeting minutes of June, 2018.
Second (Patrick).
Discussion:
Vote: 8 Yes; 0 No; 0 Abstain.

Motion (Carol): Approve and post the meeting minutes of July, 2018.
Second (Chris).
Discussion:
Vote: 7 Yes; 0 No; 1 Abstain.

  • President's report - summary of official business (Simon, Vicky)
  • At stage of joining ETSI where we are "applicants"
  • Christine Peterson was presented framed screenshot of first OSI webpage - officially recognized at Linux Foundation
  • Standards group is carrying on in Europe
  • Treasurer's report (Josh), see Appendix A
  • ~$400,000k in bank; ~$127,000k for ClearlyDefined

Board Topics

  • Update on new employee (Patrick)
  • First month has been sporadic 
  • Due back Monday
  • Done onboarding (now have onboarding process for staff that Phyllis and Patrick put together)
  • Begun operational things around Twitter, list management, wiki gardening, etc
  • Holding regular office hours with Patrick at local cowork space
  • Also helping with event planning for CHM event on Feb 9
  • Update on Fall F2F meeting (Italo & Simon)
  • https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/F2F18F2FPlanning
  • Set afternoon meeting on Monday afternoon with university in Milan (local LUG university students co-organizing)
  • Italo is arranging food and drinks
  • Tuesday & Wednesday meeting
  • Tuesday evening is board dinner
  • Wednesday evening is dinner at Italo's house
  • Thursday leaving for Bolzano
  • Thursday meeting in Bolzano with FSFE
  • Friday events at SFScon
  • Weekend is up to you, Italo leaves Saturday
  • Would like a speaker from OSI for opening plenary at SFScon
  • Need everyone to fill out planning page on when you're arriving and leaving
  • Recommendation to stay in old town; Italo and Simon will add hotel recommendations to wiki
  • Discuss Handshake grant use ideas and acknowledgment (Vicky)
  • https://wiki.opensource.org/bin/Main/OSI+Operations/funding/Handshake+Grant+Brainstorming/
  • Standard "Thank you" and acknowledgment (for tax purposes): 
  • https://wiki.opensource.org/bin/Main/Communities/Corporate+Sponsors+%26+Support+Program/CorporateSponsorshipAcknowledgmentLetterPatrick will write up blog post and Vicky and Simon will review and jointly sign
  • Want short list of what to do with money by F2F
  • Per diem policy (Josh): Text of policy at, 

Motion (Josh): Approving the per diem policy.
Second (Simon).
Discussion:

  • Developed by Phyllis to include US and non-US. 
  • "Pre-approval" of expenses?
  • Rates are from US state department for travel outside US and GSA for inside US and there's a discrepancy
  • Travel & hotels are not included in per diem - food, local travel (including taxi) and living costs are all included
  • Policy is a choice: you can submit all receipts and reclaim actuals or simply claim per diem without receipts and give a donation if the per diem ends up being more than you spent
  • Looking at getting procurement cards for travel

Vote: 9 Yes; 0 No; 0 Abstain.

Membership Topics

  • Status of each membership category (Patrick)
    • Quarterly data from Civi (chart below) shows memberships year over year.
    • Memberships are identified through contributions as complimentary, student and board/alumni memberships do not include payments.
      • We also get quite a few membership applications that get stuck at "pending" and "in-progress" when the person fails to complete the PayPal transaction or their credit card does not process--these too have been removed from the data.
    • The graph does not represent cumulative memberships over the six years, but rather the rolling memberships (renewing and new) that occur annually. Each year members must renew, so the 2018 numbers include renewing members, minus those who did not renew, plus new members.
    • We currently have 343 active members.
    • Our total membership (anyone who joined at least for one year) over the six years is 979.
    • In the six years of the program, we have raised $39,180.00 in membership dues.

Memberships.png

  • Membership categories staying the same
  • Haven't had affiliate members join in a while (~6 months)
  • Patrick can get data for notes
  • Would like report for the meetings in the future

Communications Topics


    • OSI Board Director to serve as a CONSUL Foundation Full Trustee (Vicky)
  • Vicky sent info in email
  • Join as full and founding trustee member
  • Simon would be the trustee

Motion (Vicky): Join CONSUL Foundation as full trustee and founding member
Second: (Simon)
Discussion:
Yeas: 9   Nays: 0  Abstain: 0

  • Scope of support for non-OSI, non-Affiliate, non-open source initiatives (Patrick)
  • DRM event & others request our participation
  • Do we need a framework/policy to evaluate if we engage and how we do so if we do?
  • Support activities that directly affect our mission
  • OSI Education Webpage (Italo) postpone to F2F meeting as I have not been able to work on it apart from collecting materials
  • Making a statement RE Commons Clause, Lerna, No Harm, etc (Josh)
  • Write an article that "although OSI was not formed to talk about ethical foundations of software, nonetheless people do open source for benefits"
  • Simon will write article - "systemic goals of open source, in business benefit and moral/ethical goals, are not served by ignoring the systemic effects"
  • Like to have foundational document that serves as reference point we can refer to when these sorts of things come up

Fundraising Topics

  • CHM End Of Anniversary Gala (Patrick)
  • February 9
  • Coordinating with event planner for event
  • All board will be invited and encouraged to attend
  • Offering travel/stipend for alumni to attend we hope
  • Seeking sponsors to mitigate costs

Legal Topics

  • License-Review status report
  • Don't have a status report
  • Employee to start making report
  • Simon will be going out looking for someone to do the work
  • Simon and Italo have contacts who may be able to take care of this for us
  • Simon will bring a proposal to next board meeting
  • Proposal to retain a license forum administrator

Infrastructure Topics

Incubator/Project Topics

  • Standards work update (Simon)
  • OSI has applied to join ETSI
  • Bruce & Simon will be attending September meetings in Europe
  • PublicCode as Incubated Project (Italo)
  • Don't have enough "culture of FOSS"
  • Italian government digital team is creating standards-based file (YAML?) that is kept in software repos from OSI
  • Provide working group with Italian and French governments + FSFE
  • Come with definition that meets needs of governments
  • License compatibility information 

Motionemoticon_unhappyItalo) Approve PublicCode as an incubated project
Second: Allison
Discussion:
Need to review everything before we advise it as final
Yeas: 8    Nays: 0   Abstain: 0

  • ClearlyDefined monthly board report: September, 2018

Review of Timeline

Next Board Meeting

The next OSI board meeting is scheduled for October 11, 2018

Meeting adjourned at 18:00 UTC

Appendix A - Treasurer's Report(s)

Treasurer's Report For the Month Ending July 31, 2018

  • Total Assets at Beginning of Period (07/01/18): $268,246
    • Revenue or Sources of Funds
    • Contributions: $1,216
    • Commissions: $0 For internal reporting purposes only
    • Memberships: $1,200
    • Interest: $6
      • Total Revenue or Sources of Funds: $2,422
  • Expenses or Uses of Funds
    • Compensation: $10,097
    • Legal & Professional Fees: $1,721
    • Office Expenses: $864
    • Program Service Expense: $X,XXX For internal reporting purposes only
    • Promotional Expense: $959
    • Travel & Entertainment: $6,334
    • Other Expenses: $128
      • Total Expenses or Uses of Fund: $25,864

Change in Cash

  • Change in Accounts Receivable: $25,000 ClearlyDefined-Old Sponsor
  • Change in Accounts Payable: $3,837
  • Other (rounding) $1

Total Assets at Beginning of Period (07/31/18): $273,642

Treasurer's Report For the Month Ending August 31, 2018

Total Assets at Beginning of Period (08/01/18): $273,642

  • Revenue or Sources of Funds
    • Contributions: $220,214
    • Memberships: $544
    • Interest: $9
      • Total Revenue or Sources of Funds: $220,768
  • Expenses or Uses of Funds
    • Compensation: $10,097
    • Legal & Professional Fees: $1,896
    • Office Expenses: $628
    • Promotional Expense: $432
    • Travel & Entertainment: $4,377
    • Other Expenses: $283
      • Total Expenses or Uses of Funds: $63,337

Change in Accounts Payable: $40,735

Total Assets at Beginning of Period (08/31/18): $471,807

Major Contributions in the last 12 months:

Sponsor NameDate InvoicedDate PaidSponsorship AmountSponsorship Receivable
Old Sponsor04/03/1704/27/17$20,000$0
Old Sponsor04/17/1706/05/17$15,000$0
Old Sponsor06/12/1707/03/17$1,000$0
Old Sponsor06/26/1706/26/17$20,000$0
Old Sponsor06/26/1707/03/17$1,000$0
Old Sponsor07/31/1709/07/17$1,000$0
Old Sponsor07/31/1709/07/17$1,000$0
Old Sponsor08/11/1709/05/17$7,500$0
Old Sponsor08/11/1711/01/17$2,500$0
Old Sponsor09/11/1710/02/17$15,000$0
Old Sponsor09/14/1709/28/17$7,500$0
Old Sponsor09/14/1710/14/17$7,500$0
Old Sponsor10/01/1711/11/17$20,000$0
Old Sponsor10/06/1710/17/17$20,000$0
Old Sponsor12/14/1701/31/18$20,000$0
Old Sponsor01/12/1801/12/18$25,000$0
Old Sponsor01/12/1805/09/18$6,000$0
Old Sponsor02/01/1806/12/18$20,000$0
Old Sponsor02/01/1802/06/18$1,000$0
Old Sponsor02/12/1803/08/18$20,000$0
Old Sponsor03/29/1805/18/18$20,000$0
Old Sponsor04/19/1805/21/18$20,000$0
New Sponsor05/30/18$540$540
New Sponsor07/28/18$1,000$1,000

Appendix B - Team Reports

Communications Team

Membership Team

Fundraising Team

Infrastructure Team

Legal Team

Incubator/Projects Team