2018 Fall Face to Face Minutes

Attendees

Board Members

  • Chris
  • Carol
  • Faidon
  • Simon
  • Italo
  • Patrick
  • Molly
  • Richard
  • Josh

Sent Regrets

  • Vicky
  • Allison

Officer Reports

Motion (Carol): Approve and post the meeting minutes of September, 2018: https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20180913DraftMinutes

Second ().
Discussion:
Vote: 0 Yes; 0 No; 0 Abstain.

Motion (Carol): Approve and post the meeting minutes of October, 2018: https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20181011DraftMinutes
Second ().
Discussion:
Vote: 0 Yes; 0 No; 0 Abstain.

  • Treasurer's report (Josh), see Appendix A
  • $25k in checking; $325k in savings
  • $127k for ClearlyDefined
  • Commissions to Nick have all been paid out
  • No outstanding payables or unpaid reimbursements
  • Nick has contacted all our current sponsors about renewals
  • November start of fundraising membership drive
  • Policy items from Phyllis to discuss later
  • President's report:
  • Simon feels like he hasn't stopped moving for a month and a half
  • Events:
  • DevRelCon
  • Freenode Live
  • Mozfest
  • A few potential sponsors
  • DINAcon
  • Speck & Tech
  • Mindtrek
  • Representation:
  • INRIA/UNESCO software as a heritage item
  • Expert report and call to action for UNESCO members
  • UK government DMCS - software profession
  • Practice of software in UK a professionally chartered activity - terrible idea
  • Recruitment of sponsors
  • Standards activity
  • ETSI Membership progression
  • Paid first installment of fee entitles us to be on ballot in Dec
  • Hopefully approved en masse in Dec

General Manager Report

Board Topics

   - https://opensource.stackexchange.com/a/7523 Fairly good summary of the SSPL situation by https://lukasatkinson.de/about/

  • Review of 2017 990 tax filings
  • Phyllis has not responded on final change - waiting on her
  • Should we expect a Schedule J?
  • Introduction & discussions
  • Define org goals for 2019 (relevant for planning session)
  • Planning session
  • Affiliate buy-in
  • Expansion of membership
  • Affiliate member outreach
  • Individual membership opportunity for affiliate members
  • Affiliate member meetings
  • Hire someone to review CoC?
  • Inventory of projects & team assigments
  • Policy director position and facilitator for Standards activities to be discussed in hiring
  • Board elections
  • Clean up / define expectations for new Board members
  • Use page for reference for board elections
  • Cleanup of doc - asynchronous
  • Announce elections at beginning of year; Elections start Feb 2
  • Draft by Dec 6
  • Aim to approve at Dec board meeting
  • Inventory of projects / team assignments
  • Incubator projects all have staff contact
  • Proposal from Phyllis? - do we need to approve?
  • Patrick will send proposed text change to Phyllis; if she agrees we need a board vote to approve and if approved will all review and sign
  • Will contact Mark for legal advice as well
  • Staff(ing) / org dev updates
  • Jessica is back - taking up day-to-day activities, Twitter, membership management cards, first blog post
  • Phyllis has implemented When I Work for time tracker and payroll management (part of Rippling tool set)
  • Nick is awesome and undaunted
  • Timelines for lead generation, sponsorships for end of global tour, and for opensource.net advocacy work
  • Now that we have Jessica onboard having Patrick spend more time on education advocacy
  • Hiring people to work on affiliate relationships/membership engagement/possibly other duties
  • Authority of OSI discussion
  • license-review and license-discuss currently facing questions about people being about to make their own licenses; question OSI authority
  • Areas where we need to act:
  • Affiliates
  • Review of license review process
  • Expansion of memberships
  • API copyright (Josh)
  • Amicus brief for the Google/Oracle lawsuit in the Supreme Court
  • Would OSI be interested in discussing more?
  • Board would like to know who would be writing the brief
  • What we would be asked to assert?
  • Given the previous scope of our support we'd be willing to revisit the discussion
  • OSI event in Feb ("computer museum") - not discussed
  • Adminstration - Simon
  • Communications team - Italo
  • Fundraising - Molly
  • Incubator/working groups - Carol
  • Infrastructure - Faidon
  • Legal - Richard
  • Membership (Individual) - Vicky
  • Membership (affiliate) - Italo

Motion (Josh): Create an investment committee which is a subset of volunteers from the board.Second (Simon).

Discussion:    

-Josh    

-Simon    

-Faidon    

Chartered to make a recommendation to the board on a specific way to implement Phyllis' recommendations for investments.

Vote: 9 Yes; 0 No; 0 Abstain.

Membership Topics

  • Affiliates conference call before the end of 2019
  • Italo will send out email that's ready after the meeting and will decide a day in December for the call
  • Regular quarterly calls during 2019
  • Getting more affiliates in Africa and Asia
  • Taking a more relaxed stance around who qualifies as an affiliate org (e.g. makerspaces)
  • Planning event potentially in Japan and maybe more in Asia
  • Maker spaces are welcome as affiliates
  • Include this in our annual plan
  • Discuss Open Design and OpenLabs applications
  • Italo will ask them to formally apply as Affiliates
  • Membership drives with affiliates
  • Allowing Affiliate members' members join the OSI gratis?
  • Drupal, Debian & Python are interested
  • Infrastructure: identifying members and normalizing across organizations
  • This is included in CiviCRM support proposal

Communications Topics

  • Review of OSI CoC
  • Move CoC out of "Beta."
  • Has been moved out of beta
  • Assign CoC moderators - on annual review planning process
  • Review mailing list moderators
  • Hire someone to review CoC? - annual planning process
  • Signing onto other political actions/statements rubric

Motion (Patrick): Approve language for OSI's rubric for signing onto campaigns.

Second (Simon).

Discussion:

  • OSI will sign on to campaigns that directly affect its core mission. Issues that affect:
  • Developers's ability to exercise the freedoms given to them under OSI-approved licenses, 
  • Open source communities' ability to function freely and issues 
  • the freedom of users to obtain and use software under OSI-approved licenses 
  • would all qualify.

Vote: 9 Yes; 0 No; 0 Abstain.

Fundraising Topics

  • Sponsor tiers and rates (Josh)
  • Add more tiers for sponsors with higher revenue OR raise our rates?
  • Add additional sponsorship opportunities for specific activity areas e.g. Standards
  • Two more tiers (if you pay the suggested amount based on your revenue, no matter your tier, you are a premier sponsor) - 
  • >$1 billion in revenue - $50k
  • >$10 billion in revenue - $100k
  • Fundraising from 501(c)(6) affiliates (Josh)
  • Annual Fundraising (Giving Tuesday through Dec. 31, 2018
  • FYI
  • Retweet and do any promotion you'd like

Legal Topics

  • Proposed rejections (do we want to have formal rejections at all):
  • Convertible Free Software License, Version 1.1
  • Very badly drafted, confusing; gist is that it gives "original authors" privileged relicensing power over contributions
  • Decision: "Withhold approval pending redrafting"
  • YetiForce Public License 3.0
  • Gist: MIT license with requirement to register with YetiForce company
  • Decision: "Reject"
  • License Zero Reciprocal Public License (latest submitted draft)
  • "If you run this software to analyze, modify, or generate
  •      software, you must release source code for that software."
  • No decision - submitter has withdrawn

Motion (Richard): Enact decisions on licenses as stated above.

Second (Simon).

Discussion:

Vote: 9 Yes; 0 No; 0 Abstain.

  • Broader issues - OSD, use of OSD to justify recent license submissions
  • OSI's authority around licensing and "open source" - discussed above
  • Reviewing license review process - add umbrella statement?
  • Policy on naming variants for licenses (0BSD)
  • Proposed name change for Free Public License 1.0.0 : "Zero-Clause BSD"
  • Explain rationale for the decision and use as precedent, rather than make a formal "policy statement"

Motion (Richard): Approve renaming of Free Public License 1.0.0 to "Zero-Clause BSD".

Second (Patrick).

Discussion:    Posting on opensource.org to include a clarification that this license is not a derivative of BSD, it's a derivative of ISC

Vote: 9 Yes; 0 No; 0 Abstain.

  • Review mailing list moderators for license-review and license-discuss
  • College of moderators - Vicky, Richard, Simon
  • List administrators - Simon
  • List moderators - Richard, Vicky, Simon
  • Review tools as part of hiring of person to manage license report management
  • Tool may have social as well as practical consequences
  • Tool may be made available for use for public discussion prior at application for approval
  • Proposed license review process:
  • * Submission on date D according to stated procedure
  • * License is ripe on D+60 (or earlier if that's obvious)
  • * If discussion of the fit of the license to the OSD has not quiesced, defer for +30
  • * Approve if discussion approves and Board believes license guarantees software freedom
  • * Reject if Board believes license cannot be remedied to guarantee software freedom and/or discussion rejects license for material reasons and/or the license is technically inadequate (e.g. poorly drafted, duplicative etc) and/or too many revision cycles have been needed
  • * Withhold approval if rework is required and submitter appears willing & able to remedy (revised version becomes ripe at D'+30)

Infrastructure Topics

  • When board has a new license we need to notify him to update; Patrick will update Paul
  • Patrick will get Nick to create a system that uses the GitHub data as the canonical origin for the License pages on opensource.org
  • CiviCRM 
  • quote for creating our membership portal which would allow members to manage their own content including credit card information and provide in some way to add members from other organizations
  • membership portal
  • Data/contact management
  • $3800 for initial implementation and then an additional $3k for more work
  • GDPR compliance person/contact?

Motion (Patrick): Approve Patrick to spend up to $15k for CiviCRM and GDPR implementation
Second (Carol).
Discussion:
Vote: 9 Yes; 0 No; 0 Abstain.

  • OSI invited to test libreoffice online? - invite from TDF
  • TDF offered to provide a Nextcloud + LibreOffice Online instance to OSI at no charge
  • Board is pleased to accept the offer

Incubator/Project Topics

  • Standards Project status
  • Likely about to join ETSI but should know one way or the other by end of Dec
  • Jan/Feb after word from ETSI on approval/disapproval we should revisit this
  • Policy director position and facilitator for Standards activities to be discussed in hiring
  • PublicCode status
  • Moving PublicCode repository to OSI GitHub
  • Had first conference call in September
  • Different implementations of standards in different repos and then collapse in github.com/opensourceorg as a neutral repo
  • Creating another repo in github; Italo to administer
  • 6 months of work around policies and governance and then bulk of work after that
  • Italo will continue to circulate minutes and report to board
  • ClearlyDefined update
  • 9 months into project & all the software needed has now been built
  • Now building a curation community
  • Next steps will be to get companies to build use of data into their workflow
  • As companies come on board they will be asked to contribute to the upkeep of the project at OSI
  • Project inventory
  • Prepare for FSFE meeting
  • Meeting with 6 members of FSFE on Thursday

Review of Timeline

  • Revisit annual goals (Josh) EXCERPT FROM EMAIL THREAD. SUBJECT: Top goals for 2018-2019. DATE:  May 5, 2018
  • 1. HR structure: Performance reviews, hiring committee, firm plans for hiring for this year
  • 2. Membership engagement: open/increase outbound communication, solicit feedback & assistance, foster membership community & communication
  • 3. License list pruning
  • Planning Timeline

Next Board Meeting

The next OSI board meeting is scheduled for...

Meeting adjourned at...

Motions

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

The next OSI board meeting is scheduled for December 13, 2018

The next in-person board meeting is in New York on May 6-7, 2019

Meeting adjourned on Tuesday Nov 13 at 17:21 UTC

Re-convened November 14 at 9:14 UTC

Meeting formally adjourned on Wed Nov 14 at 14:44 UTC

Appendix A - Treasurer's Report

Treasurer’s Report as of October 31, 2018

Total Assets at Beginning of Period (10/01/18): $430,700

Revenue or Sources of Funds

Contributions: $1,917

  • Memberships: $680
  • Interest: $10

Total Revenue or Sources of Funds: $2,606

Expenses or Uses of Funds

  • Compensation: $10,097
  • Legal & Professional Fees: $2,121
  • Office Expenses: $118
  • Program Service Expense: $20,000
  • Promotional Expense: $604
  • Travel & Entertainment: $2,575
  • Other Expenses: $478

Total Expenses or Uses of Funds: $36,042

Change in Cash

  • Change in Accounts Receivable
  • Change in Accounts Payable: -$17,149
  • Other: $186 ETSI Dues, Employee Advance

Total Assets at Beginning of Period (10/31/18): $380,301

Appendix B - Team Reports

Board Action Items

Communications Team

Membership Team

Fundraising Team

Infrastructure Team

Legal Team

Incubator/Projects Team