OSI Board Meeting Minutes, Thursday, January 10, 2019 Minutes

Quorum

Quorum reached and meeting called to order at 17:32 UTC.

Attendees

• Carol

• Simon

• Italo

• Vicky

• Allison

• Josh

• Molly

• Richard

• Chris

Board Members

Guests

Expected, but Not Present

Sent Regrets

• Patrick
• Faidon

Officer Reports

Motion (Carol): Approve and post the meeting minutes of November Face to Face (Nov 13 and 14, 2018).

https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/2018fallf2fdraftminutes

Second ().

Discussion:

Vote: 7 Yes; 0 No; 2 Abstain.
Motion (Carol): Approve and post the meeting minutes of December 13, 2018.

https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20181213draftminutes

Second (Vicky).

Discussion:

Vote: 6 Yes; 0 No; 2 Abstain.

• Treasurer’s report (Josh), see Appendix A

• $330k in assets at end of 2018

• Some outstanding liabilities

• $66k of assets for ClearlyDefined

• Two sponsorships due 

• All paid up otherwise for 2018 sponsorships

• Standards activity: 

• have a list of 6 companies we expect to chip in; 

• 3 are already baseline sponsors

• 3 we hope to sponsor but haven’t yet

• Have $60k in annual revenue from companies with a vested interest in standards

• No line item donations for standards; not expected for the next quarter or two

• Should spend conservatively until we see companies make their commitments specifically for that activity

• President’s report (Simon)

• Attended CONSULCon, followed up with call. CONSUL plans to incorporate in The Netherlands as a Stichting and would like to know if OSI would be a founding trustee. OSI would share fiduciary responsibility and appoint a Trustee in perpetuity.

• Need to appoint someone to be a trustee and that person would participate in board meetings (“similar or less than being a board director for OSI”)

• Minimal commitment

• Staff is fully funded

• Simon has already attended all their meetings & is willing to continue to represent OSI

General Manager Report

• OSI staff “To Do” list.

• https://docs.google.com/spreadsheets/d/1YUWUlRqcPGqxRXwAUwpYI8Pmf3SDDlHZZHwsJjPobXA/edit?usp=drive_web&ouid=105715344437115512556

• Please review the DRAFT Conflict of Interest policy. Patrick would like to have it finalized by the opening of nominations for the 2019 board elections. DEADLINE: Jan. 31, 2019. https://wiki.opensource.org/bin/Main/OSI+Operations/OSI+Staff/Conflict+of+Interest+Policy/Conflict+of+Interest+Policy%2C+2018+Update

• Simon made some comments and proposed changes – words as they stand are still too vague

• Two places to reduce scope on what would potentialy be a conflict of interest to instead relate to current/actual conflicts

• Now waiting on Patrick and Mark for next steps

Board Topics

• Election cycle is starting – nominations open on Feb 1  – need email or blog post to announce 

• Status of the OSD affirmation statement progress (Vicky)

• Next step is with Patrick to get petition module for CiviCRM 

• Molly drafting email

• Coordinate statement with elections and other activities going on

• Get statement out and make it clear we’d like feedback? – likely not, might end up not having the intended effect

• Vicky will ping Patrick re: CiviCRM contact

• Consider putting a person on contract for CiviCRM for future issues

• CopyLeft Conf sponsorship status (Molly)

• Molly will draft email and cc board saying we won’t be sponsoring

• Italo and Chris will be speaking at Copyleft Conf

• FOSDEM plans (Italo)

• Have a booth and need to decide who’s staffing it

• The booth is in the same hall as last year (Building K) but we’ll need someone else staffing it other than Italo this year

• TDF folks might be willing to help out?

• Italo will put together a spreadsheet of timing for booth and others will need to fill in for shifts

• Agree on channel for talking to each other – Signal or IRC?

• CHM event plans & progress

• Haven’t heard back from Nick

Membership Topics

• Status of AspirationTech’s membership? (via Chris)

• What is the current status – need to ping Patrick

• Affiliates call progress & plan (Italo)

• 18 folks who will be attending

• Patrick will send a reminder email for folks who haven’t filled in the doodle

• Main call on Friday evening CET

• There will be another on Thursday in later evening CET for Africa etc

• Italo will share via email the timings for calls and slides for the topics

Communications Topics

Fundraising Topics

• Update on November/December fundraising 

• Two sponsorships closing

• Very interesting to see how fundraising goes in the next few months for sponsors to resign

Legal Topics

• “[License-review] 2018 December Summary”

• License Committee Report http://lists.opensource.org/pipermail/license-review_lists.opensource.org/2019-January/003904.html

• We like it!

• Need to break it up to make it a little more readable and a little less dry

• Needs an overview as well to get recommendations 

• Vicky in conversation with opensource.com for republishing this for their site

• Syndication of this would be good

• Server Side Public License v2

• If proposed license review process were already in place, a decision was due on 2018-12-21. Recommendation is to defer for another 30-day discussion cycle since discussion remains active.  

• Apply newly adopted process to this license review

• Consider voting on this at the next board meeting

• Approve proposed license review process? (Submitted for discussion on license review 2018-12-07)

• http://lists.opensource.org/pipermail/license-discuss_lists.opensource.org/2018-December/020157.html

• Should communicate we’re happy to take improvements and suggestions

• Add review of the license review process at each face to face board meeting

Motion (Richard): Approve license review process as formally adopted policy and published document.

Second (Simon).

Discussion: Make sure we communicate we’re happy to take improvements and suggestions to the process, potentially with a timescale if there’s a reasonable expectation of following it.

Vote: 9 Yes; 0 No; 0 Abstain.

Infrastructure Topics

Incubator/Project Topics

• ClearlyDefined update

• OSI Fiscal Sponsorship Annual Report for ClearlyDefined: https://docs.google.com/document/d/1mIhzPcb3bKXVbZTp1mmTbbhyR4fzvJJnqXTDBIdBa8s/edit#

• Reminder all monthly board reports for ClearlyDefined can be found here: https://wiki.opensource.org/bin/Working+Groups+%26+Incubator+Projects/ClearlyDefined+Incubator+Project+Proposal/?viewer=children

• Standards

• OSI is now a member of ETSI

Next Board Meeting

The next OSI board meeting is scheduled for February 14, 2019.

Meeting adjourned at…

Appendix A – Treasurer’s Report

Appendix A – Treasurer’s ReportTreasurer’s Report For the Month Ending December 31, 2018Total Assets at Beginning of Period (12/01/18) $331,557Revenue or Sources of Funds

• Contributions: $22,164

• Memberships: $840

• Interest: $7

Total Revenue or Sources of Funds: 

$23,011Expenses or Uses of Funds

• Compensation: $10,286

• Legal & Professional Fees: $2,961

• Office Expenses: $147

• Program Service Expense: $20,000

• Promotional Expense: $0

• Travel & Entertainment: $703

• Other Expenses: $452

Total Expenses or Uses of Funds: 

$34,849

Change in Accounts Payable: 

-$20,476

Total Assets at Beginning of Period (11/30/18): $303,621
Appendix A.1 – Treasurer’s Report

Open Source Initiative:

ClearlyDefined

Balance Sheet as of December 31, 2018ASSETS | 12/31/18 (Actual) | 02/28/18 (Projected) (1) |

• Banking

• Cash-Clearly Defined | $66,587 | $6,130 |

• Total Banking | $66,587 | $6,130 |

Total Assets | $66,587 | $6,130 |LIABILITIES AND EQUITY

• Liabilities

• Accounts Payable | $20,152 | $0 See AP Aging |

• Total Equity | $20,152 | $0 |

• Equity

• Temporarily Restricted Net Assets-Clearly Defined | $46,435 | $6,130 |

• Total Equity | $46,435 | $6,130 |

Total Liabilities and Equity | $46,435 | $6,130 |(1) Based on projected contract payments and wire transfer fees for January-February 2019