OSI Board Meeting Minutes, Friday, Janurary 10, 2020

Quorum

Quorum reached and meeting called to order at 1608 UTC.

Attendees

  • Board Members
    • Tracy Hinds
    • Chris Lamb
    • Pam Chestek
    • Molly de Blanc
    • Josh Simmons
    • Faidon Liambotis
    • Deb Bryant
    • Simon Phipps
    • Hong Dang Phuc (arrived 1645 UTC)
  • Sent Regrets
    • Elana

Officer Reports

Secretary’s Report (Patrick)

  • Motion: Approve  October 11, 2020, draft board meeting minutes and post to the web (Patrick): https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20191111DraftMinutes
  • Second (Josh)
  • Discussion: None
  • Vote: 5 Yes, 0 No, 3 Abstain

President’s report (Molly)

  • Appeared on Libre Lounge <https://librelounge.org/> podcast. Included a discussion of ethical licenses.
  • Making arrangements to speak at Open Source Community Africa’s Festival, will share budget estimate for OSI-sponsored travel.

Treasurer’s report (Hong Phuc), see Appendix A

General Manager Report

Board Topics

  • Update the “Board Responsibilities” (blogging/speaking, attending an event with the budget) for incoming Board Directors (Patrick).
    • The goal is to provide more transparency around travel expectations to new incoming Directors.
    • There was a suggestion to investigate and adopt a travel policy.
      • Participants who receive travel support should provide the Board with a summary or “trip report” of the activities and outcomes of the event.
      • May not need to be public, but could be.
      • Would apply to incoming members with an invitation encouraging participation.
    • Motion: (Patrick) to create $11,000 annual budget to fund Board participation in events
      Second: Deb.
      Discussion: (see above)
      Vote: 0 No, 0 Abstain, 8 Yes
  • Conflict of interest (Pam)
    • Software Conservancy is a current client of Pam’s
    • Pam has introduced the issue with Conservancy and made a recommendation.
      • Conservancy will not discuss topics with  Pam regarding OSI business whatsoever.
      • OSI Board Directors should not convey to Pam any discussions with Conservancy. There should be a firewall between Pam and Conservancy.
    • Suggestion to hold off on decisions until the Board can meet to discuss in detail (Deb to schedule a meeting without Pam).
  • Board capture (Josh)
    • Suggestion to adopt a policy to mitigate board capture (i.e. members who may all work at the same company, or work in the same project, etc.–undue influence from a single organization/group.
      • An example of possible capture is previous interest in running dual memberships with OSI affiliates. If the affiliate membership representation grew their members could influence elections results, and Board membership.
      • Previous OSI Boards have included Directors from the same organization (employed, members), e.g. Debian, Red Hat. There weren’t any issues raised previously by the public, OSI members, or Board Directors, so there isn’t a current concern being raised, but many on the Board see the policy as a best practice.
      • It was noted that this topic was discussed at Fall F2F: raised issues around employment and affiliation.
        • The discussions d result in,
          • changing the Board election rules to limit nominations from Affiliate Members to one per organization,
          • those running for an individual member seat on the board must have joined the OSI at least one week prior to nominations opening,
          • only individuals who are members before the opening of the election may vote.
    • Patrick to present possible policies to reference in OSI decision making.
  • Staffing committee report (Josh)
    • The committee continues to look at the role and need for an Executive Director, Education Director, [one other, see report] positions.
    • The committee met to prioritize hiring and contracting with new staff.
      • Standards Policy Analyst: Current contractor only available through March. Looking for a scope of work document to define needs and as an artifact for future assessment
        • The Standards Policy Analyst is paid for through sponsorship.
      • License review process consultant: one-time expenditure focused on infrastructure and tools for conducting License Review Process.
      • HR consultant: identify and develop policies and resources to support staff (on-board/off-board).
      • Membership communications officer: help with membership communications to build membership and engagement.
        • This was perceived to be appropriate for Jessica with adding budget for more hours 
      • Other roles (Can these be pro bono or better to hire dedicated support):
        • Communications
        • Marketing and promotions
        • Public relations (Will The New Kind fill this role? What is the status of The New Kind sponsorship?)
        • License Review/Discuss support (Defer to License Committee on need and role/responsibilities).
        • Community Management
        • Event planning, member mangagement, etc.
        • Executive Director
          • The committee would like to discuss the need for this role more.
          • There was agreement that this role should eventually be hired, but when?
      • There was a discussion around if an Executive Director was hired, would the above four positions still be needed/hired?
        • Do we have the funding for an Executive Director and other roles?
          • Would it be financially possible to hire ED and above four?
        • What duties would the Executive Director be expected to carry out?
        • What staff would an Executive Director expect to be in place?
        • The committee will look at ED job descriptions.
    • Considerations and discussions on funding for positions included,
      • The Standards Policy Analyst is paid for through sponsorship.
      • License Review Process consultant could be funded from “Handshake funding,” as those funds are allocated for one-time costs.
    • The committee did recognize these roles are needed now, vs. longer-term roles that require strategic, staffing, budgeting considerations.
    • Larger issues/concerns are around organizational structure and institutional knowledge.
      • The committee feels it is important to capture and document the rationale for decisions and current practices so that they are understood by, and can inform, future decision-making.
    • Committee will look at budget considerations

Membership Topics

  • GNOME as submitted an application for Affiliate Membership.
  • Motion: Approve GNOME (Patrick)
    Second (Simon):
    Discussion: See qualifications and application materials below.
    Vote: 8 Yes, 0 No, 1 Abstain (Molly)

Legal Topics

  • The Vaccine License
    • Motion (Pam): The Board of the Open Source Initiative withholds approval of the Vaccine License as an Open Source Initiative Approved Open Source license.
      Second (Deb):
      Discussion: Review of the License Review committee’s decision making and decision.
      Vote: 9 Yes, 0 No, 0 Abstain
  • Mozilla amicus brief (Pam)
    • Discussion with Mozilla to sign on to amicus brief in Google v Oracle case. Once brief is public, the OSI should promote our standing. Pam will discuss promotional communications with signatories and report options back to board. 
  • L-R moderation (Pam)
    • Discussion on process for reviewing participation and submissions on the license lists. Be sure the OSI Code of Conduct and other standards are communicated and met.

Incubator/Project Topics

  • Standards Update (Simon)
  • FLOSS Desktops.

Next Board Meeting

  • The next OSI board meeting is scheduled for Feb. 14.

Meeting adjourned at 12 after

Appendicies

Appendix A – Treasurer’s Report, As of December 31, 2019
All OSI Treasurer’s Reports and related financial documents/reports are available on the OSI Wiki, Financial Statements at, https://wiki.opensource.org/bin/Operations/Financial+Statements

  • Total Assets at Beginning of Period, 12/01/19: $382,428
    • Revenue or Sources of Funds
      • Contributions, $28,205
      • Memberships, $3,480
      • Total Revenue or Sources of Funds, $31,693
    • Expenses or Uses of Funds
      • Compensation, $11,334
      • Internet Expenses, $51
      • Legal & Professional Fees, $2,003
      • Office Expenses, $2,216
      • Program Service Expense, $12,500
      • Promotional Expense, $132
      • Travel & Entertainment, $1,109
      • Other Expenses, $203
      • Total Expenses or Uses of Funds, $29,548
    • Change in Accounts Payable: -$34,119
      • Other, $108
  • Total Assets at End of Period, 12/31/19: $350,561

Appendix B – Team Reports

  • General Manager Report
    • Communications
      • Direct mailings (10)
        • OASIS Job Announcement: Successful Deliveries, 2526 (98.44%); Unique Opens, 765 (30.29%); Total Opens, 1417; Click-throughs, 153 (6.06%).
        • OSI Affiliate Call – Wed. Dec. 4: Successful Deliveries, 83 (100.00%); Unique Opens, 38 (45.78%); Total Opens, 114; Click-throughs; 26 (31.33%).
        • REMINDER: OSI Affiliate Call – Wed. Dec. 4: Successful Deliveries, 83 (100.00%); Unique Opens, 42 (50.60%); Total Opens, 71; Click-throughs, 0 (0.00%).
        • Affiliate Media Request: Successful Deliveries, 74 (100.00%); Unique Opens, 47 (63.51%); Total Opens, 413; Click-throughs, 10 (13.51%).
        • 2019 expired membership renewal request: Successful Deliveries, 568 (99.13%); Unique Opens, 233 (41.02%); Total Opens, 597; Click-throughs, 127 (22.36%).
        • 2019 Pres. Membership Renewal Appeal: Successful Deliveries, 505 (99.21%); Unique Opens, 170 (33.66%); Total Opens, 369; Click-throughs, 23 (4.55%).
        • OSTM Registration Now Open: Successful Deliveries, 3974 (97.64%); Unique Opens, 1121 (28.21%); Total Opens, 2444; Click-throughs, 402 (10.12%).
      • Blog posts
        • An Appeal From The OSI President, 3113 reads
        • Luis Antonio Galindo Castro is an OSI Member and you should be too!, 3883 reads
        • November 2019 License-Discuss & License-Review Summaries, 2905 reads
        • October 2019 License-Review Summary, 4178 reads
        • October 2019 License-Discuss Summary, 3858 reads
      • Twitter:
        • 279 Tweets earned 913.6K impressions through December
          • Engagement rate, 0.5%; Link clicks, 1400; Retweets, 600; Likes, 1300; Replies, 28
          • 183 Tweets earned 715.5K impressions through November
          • Engagement rate, 0.6%; Link clicks, 503; Retweets, 382; Likes, 1100; Replies, 28
      • Mailing lists Nov. / Dec.
        • Advocate Circle: 0 / 0
        • Affiliates: 0 / 0
        • Contact: 20 / 15
        • Members: 0 / 0
        • Membership: 9 / 8
        • Press: 4 / 2
        • Trademarks: 12 / 0
        • Fundraising
      • Membership:
        • 563 current members
      • Masson Activities
        • Online list of operational activities and progress on annual initiatives.
  • Board Action Items
  • Membership: Affiliate Member Application: GNOME
    1. Signed Affiliate Agreement
      ✓ Affiliate Agreement
      ✓ Letter of Introduction
    2. Currently recognized as a (or application submitted for) non-profit/not-for-profit (or equivalent) by the national government were organized.
      ✓ GNOME is a Californian (US) based 501(c)(3) public benefit charity (IRS EIN: 04-3572618)
    3. Mission statement describing purpose and goals.
      ✓ The GNOME Foundation provides charitable community benefit by broadening access to technology through the development and distribution of a usable free computer desktop software to people in countries around the world for whom operable computers would otherwise have been unavailable or prohibitively expensive (https://wiki.gnome.org/FoundationBoard/Resources/Charter).
    4. Documentation formalizing organization, e.g. by-laws.
      ✓Bylaws of GNOME Foundation as of August 24, 2019 (https://www.gnome.org/wp-content/uploads/2019/09/bylaws.pdf)
    5. Publicly available release of a product(s) or service(s).
      ✓The majority of GNOME’s technologies originated in and are actively developed by GNOME. Others are hosted elsewhere, with GNOME community members being active contributors (https://www.gnome.org/technologies/).
    6. Use of an OSI approved open source license (software development projects only).
      ✓ A mixture, primarily GPL and LGPL, no proprietary licenses.
    7. Documented approach for participation by the public.✓ The GNOME Foundation’s “Newcomers Guide” is for developers who want to participate in coding GNOME’s apps. Contributing to GNOME is a four-step process:
      (https://wiki.gnome.org/Newcomers/)
    8. An active community:
      ✓ International user groups: https://wiki.gnome.org/UserGroups
      ✓ Conferences and events: https://www.gnome.org/category/events/
      ✓ GitLab: https://gitlab.gnome.org/explore
      ✓ IRC, mailing lists and wiki:       https://wiki.gnome.org/Engagement/GettingInvolved
    9. Methods for current and interested individuals/organizations to join and participate in your community
      ✓ As above (https://wiki.gnome.org/Newcomers/).
    10. Active participation from multiple contributors, i.e. individuals and organizations other than founders (contributions may be other than programming/technology)
      ✓ GNOME’s GitLab projects (https://gitlab.gnome.org/) shows hundreds of people who contribute to GNOME projects.
    11. References from other open source projects, ideally a current OSI Affiliate Member.
      ✓  Debian, LibreOffice, KDE e.V, Mozilla and Software Freedom Conservancy should all be able to vouch for GNOME