OSI Board Meeting Minutes, Friday, March 13, 2020

Meeting called to order (quorum):

  • March 13, 2020, 15:12 UTC.
    via Jitsi conference

Attendees

  • Board Members
    • Deb Bryant
    • Pam Chestek (Arrived 15:31 GMT)
    • Molly de Blanc
    • Elana Hashman
    • Tracy Hinds
    • Chris Lamb ( Arrived 15:39: notes discrepancy in board calendar and meeting agenda)
    • Faidon Liambotis
    • Patrick Masson
    • Simon Phipps
    • Josh Simmons
  • Sent Regrets
    • Hong Phuc Dang

Officer Reports

General Manager Report (Patrick, Appendix B)

  • Day to day, annual, and special projects are included on Patrick's work log, available at, https://wiki.opensource.org/bin/XWiki/Masson_work
    • OSI Elections
      • After completing the 2020 elections, the Board expressed interest in reviewing the voting algorithm.
      • Due to an email issue, and the lack of support available with Helios, the board expressed concerns about the ongoing use of our current elections system.
      • TODO: Patrick will research alternatives in online, hosted, open source, elections systems.
    • Consulting negotiations for review/development of an OSI Code of Conduct (CoC) and enforcement training have reached likely final form, so a board vote will be needed to proceed at next meeting.
    • D&O insurance search continues as selected provider turns out not to be affordable.
      • RESOLVED: With few options, the OSI should contract with the second cheapest provider (in order to secure coverage), and continue searching for alternative providers.
      • TODO: Patrick finalize D&O
    • HR Services
      • Although initially was originally understood as providing a only technology platform for payroll services, Zenefits also provides HR services (including policy development/administration).
      • Phyllis has recomended our transistion to Zenefits
      • TODO: Patrick to move forward with Zenefits demo and learn more about the HR services, and make a final recomendation to the boad.

Board Topics

  • Board Action Items (Appendix C)
  • Annual Initiatives (Patrick)
    • An introduction of the OSI's annual initiatives, based on the Fall Face to Face meetings annual and strategic planning discussions.
    • The goals and initiatives include:
      • Goal 1. Extend the operational capacity of the Open Source Initiative through community support.
        • Initiative: Engage Board Alumni so that the OSI can extend our organizational capacity.
        • Initiative: Engage Advocacy Circle so we can extend our organizational capacity
      • Goal 2. Advance the Open Source Initiative’s reputation as an authority in open source software and communities.
        • Initiative: Develop and deliver, “The State of The Source” so stakeholders feel engaged in OSI licensing processes and policies.
        • Initiative: Provide timely responses to community inputs and developments so that the public is aware of OSI positions and activities.
        • Initiative: Increase Individual Membership so that OSI membership is more representative of the broader open source community.
        • Initiative: Engage Affiliate Members so that the OSI’s role as a nexus of trust within the global open source community is broadly recognized.
      • Goal 3. Improve internal operations and staffing of the Open Source Initiative to ensure long-term viability and organizational sustainability.
        • Initiative: Implement an investment strategy to accrue additional revenue from surplus funds
        • Initiative: Implement human resource policies and practices so that the organization meets industry standards.
        • Initiative: Hire appropriate operational support staff/consultants to support OSI programs (business units).
    • RESOLVED: The board has agreed to and adopted the goals as identified in the document. Prioritization will be done by the board once new board members are seated.
  • Staffing Committee Report (Josh)
    • Patrick and Molly have implemented annual performance planning process with Jessica. Implementing for Patrick to come next now that Annual Initiatives have been adopted.
    • Phyllis to bring Zenefits demo to committee, includes payroll and HR policies
    • Patrick researching for Community Manager and Communications Manager roles
    • TODO: Patrick to reach out to suggested organizations for examples of job descriptions.
    • TODO: Patrick to provide samples of prior OSI work in order to scope the job description.
    • Executive Director role research to continue once Annual Initiatives ratified
    • Working to add staffing goals (+ resource requirements) to prospectus
    • Looking at costs related to roles (salaries) and establishing comfort-level on when to hire based on annual revenue.
    • TODO: Josh to lead the creation and chartering of a Finance Committee.

Membership Topics

  • Report from Membership Committee (Elana)
    • Have not met since last board meeting.
    • Discussed how to increase diversity in elections based on member comments.
    • To be scheduled before end of month: 2020Q1 Affiliates Call.
  • New affiliate membership:
    • OpenJS (See application below, Appendix D)
      • Motion (Elana): Move to approve OpenJS
        Second (Tracy)
        Discussion: See application.
        Vote: Yes, 10; No, 0; Abstain, 0.
    • TODO: Patrick to send welcome message and onboard OpenJS as new Affiliate Member.

Communications Topics

  • Communications Plan, next steps (Josh)
    • A communications plan outlineing specific topics and dates for realease was introduced.
    • Critical conversations post is out (https://opensource.org/node/1043).
      • 5065 reads
    • Upcoming activity
      • Evolution of the LRP
        • TODO: Pam to draft, end of March
      • Root of the Open Source Definition post
        • TODO: Elana to draft, end of April
  • Alternative platforms to replace/extend Mailman (Elana)
    • Platform could support discussion beyond current lists, e.g. amending the OSD.
    • Would like to provide a platform (forums, discussions, awareness) for the community: what tools do we need to do this work.
    • LD was created from LR to address lack of focus.
    • Current members (170) have indicated they are interested in dicsussions (through membership app, "Members" list). We could use these members as a sample/test/introductory group.
    • TODO: Elana invite all of the board to join. (DONE)

Legal Topics

  • Motion (Pam): BSD-1-Clause: Resolved that it is the opinion of the OSI that the BSD 1 Clause License be approved as an Open Source Initiative Approved license in the “Other/Miscellaneous” category of licenses.
    Second (Chris).     
    Discussion: Review of License Review discussions and recommendation from the License Committee.
    Vote: Yes, 10; No, 0; Abstain, 0.

Incubator/Project Topics

  • Standards update (Simon)
    • Engagement at ISO on AG 3
    • Ongoing engagement at ETSI
    • Some contact with ITU
    • Will need to formalize continued support from Simon after he leaves the board..
    • Pam is interested as working as the Board's rep.
  • Snowdrift.coop board report. (Elana)
    • Received 2019 annual report.
    • Currently working to finalize graduation criteria.
    • Currently working to develop 2020 plans with concrete roadmap.
    • Will update OSI wiki page.

Adjourn

  • Motion (Josh): Adjourn the meeting.
    Second (Patrick)
    Discussion:
    Board thanks and recognizes the support, contributions, and commitment of Molly and Simon as board directors and board preisdents.
    The Board needs to meet before March 31 to confirm the election resultsThe next OSI board meeting is scheduled for...
    Vote: Yes 10, No 0, Abstain 0
    • Meeting adjourned at: 16:04PM UTC

Next Board Meeting

  • April 10, 2020

Appendix A - Treasurer's Report As of February 29, 2020
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, 02/01/20: $333,507
    • Revenue or Sources of Funds
      • Contributions: $1,033
      • Memberships: $6,720
      • Interest: $7
      • Total Revenue or Sources of Funds: $7,760
    • Expenses or Uses of Funds
      • Compensation: $10,810
      • Internet Expenses: $206
      • Legal & Professional Fees: $1,899
      • Office Expenses: $224
      • Promotional Expense: $60
      • Other Expenses: $894
      • Total Expenses or Uses of Funds: $14,093
    • Change in Accounts Payable: $523
    • Other: $489 (A/P submitted after financials prepared)
  • Total Assets at End of Period, 02/29/20: $328,187

Appendix B - General Manager Report

Appendix C - Team Reports

Appendix D - Affiliate Applications

  • Affiliate Member Application: OpenJS Foundation (https://openjsf.org/)       
  • Signed Affiliate Agreement
    ✓ See attached (OpenJS_Foundation_affiliate_membership_application_-_2020-02-27.pdf)
  •  Currently, recognized as a (or application submitted for) non-profit / not-for-profit (or equivalent) by the national government were organized.
    ✓ The OpenJS Foundation is a 501(c)6 organization. W9 provided.       
  • Mission statement describing purpose and goals.
    ✓ Details are provided on the "About" page of the OpenJS Foundation's website: https://openjsf.org/about/
  • Documentation formalizing organization, e.g. by-laws.
    ✓ The OpenJS Foundation's bylaws may be found at ​ https://bylaws.openjsf.org
  • Publicly available release of a product(s) or service(s).
    ✓ The OpenJS Foundation's development happens in the open in a variety of GitHub organizations:
  • Use of an OSI approved open source license (software development projects only).
    ✓ Per OpenJS Foundation's IP policy, available at https://ip-policy.openjsf.org​, the pre-approved licenses for OpenJS projects are MIT, Apache2, or variants of BSD.
  • Documented approach for participation by the public.
    ✓ All OpenJS projects use open source development methodologies. Policies and procedures are documented within each project. In addition, OpenJS Foundation's highest level governing body is the Cross-Project Council (CPC). The CPC operates openly and transparently, and their procedures are documented at https://github.com/openjs-foundation/cross-project-council
  • An active community:
    • Methods for current and interested individuals/organizations to join and participate in your community?
      ✓ OpenJS Foundation welcomes all manner of contributions, including source code, documentation, community governance, and technical infrastructure. Each project maintains their own documentation. Furthermore, some projects have their own mentorship programs.
    • Active participation from multiple contributors, i.e. individuals and organizations other than founders (contributions may be other than programming/technology)
      ✓ The CPC is constructed of representatives from our various project communities. During 2019, Node.js (originally developed at Joyant) accepted code contributions from ​481 individuals representing over 20 organizations​ . During the same time, Electron (originally developed at GitHub) accepted code contributions from 160 individuals representing at least 7 organizations​.
  • References from other open source projects, ideally a current OSI Affiliate Member.
    ✓ The OpenJS Foundation is closely affiliated with and managed by The Linux Foundation, and will gladly provide a positive reference upon request.