OSI Board Meeting Minutes, July 12, 2005

Tuesday, July 12, 2005

Attendees:

Mr. Michael Tiemann, President
Ms. Danese Cooper, Secretary/Treasurer
Mr. Russ Nelson, Director
Mr. Ken Coar, Director
Mr. Sanjiva Weerawarana, Director
Mr. Bruno Souza, Director
Mr. Chris DiBona, Director
Mr. Joi Ito, Director
Mr. Mark Radcliffe, General Counsel
Ms. Laura Majerus, Director of Legal Affairs

Absent: Mr. Rishab Aiyer Ghosh, Director

Quorum Established at 11:00am EDT/ 8:00am PDT

Agenda:

1) Acceptance of Previous Minutes
a) accepted pending one change.
b) Action Items:
Ms. Cooper will revise minutes to reflect the fact that we acted on License upon discussion on its entirety and approved by General Consent.

2) Secretary / Treasurer (Ms. Cooper) presented:
a) financials

  • Secretary/Treasurer (Ms. Cooper) presented report on available cash resources.
  • Mr. Larry Rosen: $1,000 (retained by Mr. Rosen to pay back taxes). Mr. Rosen was formerly General Counsel and Secretary of the OSI.

b) Paperwork

  • D&O Insurance progress – submitting applications this week
  • Tax Returns – submitted all papers to accountant, will cost $1,000 at most.
  • All BOD members should send anticipated OSCON Expenses by email to Ms. Cooper.

3) Trademark License status presented by Mark Radcliffe

a) Draft trademark license and proposed new logo sent last week by Mr. Radcliffe. He feels we need to redesign logo to move from "certification" to "approval", includes the organization’s name which provides some measure of protection against unwanted copying and has a copyrightable element which may be important for international enforcement in future.

b) Discussion of proposed Trademark License:
Much discussion of how to modify proposed logo to satisfy needs to provide banners, loyalty logos etc.

Mr. Raymond proposed these use cases:

  • Banner – Use broken circle (satisfies Slashdot, etc.)
  • OSI Logo: Separate from product logo
  • Product Logo

Mr. Radcliffe says we don’t need to create a separate registered corporate logo at the moment. Mr. Weerawarana makes the point that we might want a reference to the word "approved" or "license" (looking ahead). Mr. Ito offers the work done so far by Creative Commons on trademark.

Bio-Break, regroup at 12:35PM EDT
Mr. DiBona leaves call at 12:45PM EDT

c) Action Items:

  • Mr. Radcliffe will edit and re-distribute proposed logo as described by Mr. Tiemann to remove the words around the circle, raise the S of "Source" into the keyhole and beneath the words "Open Source" add the word "Initiative" justified to the "O" of Open and the "e" of Source and "Approved" below Initiative.
  • Mr. Ito will send Mr. Radcliffe the current work from Creative Commons on trademark ASAP.
  • Mr. Radcliffe will explicitly mention that all other uses will require a separate license, and to contact OSI for it. Edit 6.1 to soften "US-Centric" nature of venue. Mr. Radcliffe will change for California Law and International Arbitration.
  • Mr. Ito will send him information about arbitration he’s encountered before for Internet arbitration during iCal.

4) OSCON

  • OSDL Dinner on the 2nd
  • OSI Dinner on the 3rd
  • OSI BOF date not yet determined by OSCON, we’d prefer to use 4th evening
  • Lunch times also possible for more work sessions

5) LinuxWorld SF

a) Who is attending?

  • yes: Mr. Radcliffe, Ms. Cooper
  • maybe: Mr. Souza, Mr. Ito
  • not: Mr. Tiemann, Mr. Raymond, Mr. Weerawarana

6) Media Training
a) Ms. Cooper will discuss Media Training options at OSCON @ 7/15 call

7) Items moved to agenda for July 15, 2005

  • License Proliferation by Ms. Majerus
  • Budget
  • Common Agreed Positions

Committee Reports:

1) Membership Committee report presented by Mr. Coar
a) Mailing lists set up
b) Mr. Coar has recruited the following members

  • Ms. Cooper
  • Mr. Andy Oliver from Apache/JBoss
  • Mr. Costin Manolache from Apache
  • Mr. Sam Ruby from Apache

c) Action Items:
Ms. Cooper will invite the following members

  • Mr. Benjamin "Mako" Hill from Debian
  • Mr. Luis Villa from GNOME
  • Mr. Mike Shaver from Mozilla

d) Discussion:
Mr. Tiemann raises the question of approving certain board positions prior to membership discussions. At ASF, such positions would be discussed by the BOD, potentially adopted and put up for ratification by membership. Published OSI opinions should be approved by at least the current BOD prior to publishing. On adoption of opinions of previous board, new board should only refer to old decisions if they want to change them (so as to not revisit old business un-necessarily).

Mr. Tiemann’s idea of why we need membership includes –
1. People power behind specific initiatives (publishing whitepapers, responding to newbies, proposing documents we approve, etc.)
2. Moral support (constituency level report)
3. Funding (whether through dues or through other fundraising activities of membership)

Mr. Souza notes that he feels constituency is more important.

Mr. Coar notes that this type of discussion is meant for the membership committee to pursue and make recommendations, not at BOD meetings. Mr. Coar has proposed a resolution to by-laws to support development of membership.

Mr. Radcliffe mentions that legal authority of BOD can’t be delegated to committee, so committee recommendations need to be made as advisory to the BOD.

Mr. Coar moves to call a vote for amendment to by-laws. Mr. Tiemann seconds. Passed by General Consent.

e) Action Items:
Mr. Coar will make edits to by-laws text (on wiki and in document form) and ask Steve Mallett to repost on public website.

Meeting adjourned at 02:00 pm EDT