OSI Board Meeting Minutes, Thursday, July 16th, 2018
Quorum
Quorum reached and meeting called to order at 20:09 UTC.
Attendees
Board Members
- Simon
- Josh
- Chris
- Molly
- Patrick
- Carol
- Vicky
Guests
Nick Vidal
Expected, but Not Present
- Italo
Sent Regrets
- Richard Fontana
- Faidon Liambotis
Guest, Nick Vidal
- Updates on Anniversary events, and future efforts
- Have room and passes for OSS Europe + NA
- Videos with board members: 5 questions and providing oral history of FOSS
- Computer History Museum: closing on dates (Feb 9?)
- Ending anniversary tour at LCA 2019?
- Project the sponsor timelines at the event
Officer Reports
- Motion to approve minutes (Patrick)
- Treasurer’s report (Josh), see Appendix A
Board Topics
- Recommendation from Operations Assistant Search Committee to approve new hire: Jessica Spiak
- Motion: To hire Jessia Spiak as Operations Assistant Search Committee (Josh)
- Yays: 5 Nays: 0 Abstentions: 0
- Golf clap administered
- Has been sent an offer letter
- Can approve when we have more word from her
- Directors & Officers Policy? (Patrick to provide details from Phyllis)
- D&O insurance is generally a good thing to have for non-profits; it provides protection for Officers and other Board members against lawsuits that could be brought against members acting on OSI’s behalf. This coverage doesn’t protect against fraudulent or illegal activities by Board members, however. In addtion, D&O policies typically carry an EPLI (Employee Practices Liability Insurance) rider that also provide coverage if employees of OSI are sued for wrongful termination, discrimination, sexual harassment, etc. Without doing an application to get a quote, it is likely that $1M of coverage with a $5,000 deductible would cost less than $1,500 per year for OSI. $1M is probably a good coverage level for OSI (when I was at Shimer, which was about $2M in revenue and had active students, we carried $2M). Lastly, if OSI wants to carry auto coverage for employees and board members who are on OSI business, I’m guessing that would cost $300-400 per year. Whether or not to carry auto coverage is all over the place at other non-profits I’ve worked for; the affordable housing place, for example, carried auto insurance because 2 staff members were always going to properties.
- We’d like to proceed and have Phyllis investigate further and make a recommendation and we DO want the auto coverage
- Staff Onboarding
- Review and identify content for development. https://wiki.opensource.org/bin/Main/OSI+Operations/OSI+Staff/StaffOnBoarding
- We will review in our own time
- Social media policies
- Hand off procedures
- Typical activities and procedures
- Code of conduct information
- https://wiki.opensource.org/bin/Main/OSI+Operations/#HSpendingandContracting
Membership Topics
- OSI Chapters (details)
- https://wiki.opensource.org/bin/Main/Communities/local_chapters/
- Agreed we want to cultivate another channel of community and we can’t handle the staffing for formal local chapters, so we can do more informal meetups and small informal funding with associated membership drive activities
Communications Topics
Fundraising Topics
- Use of Funds from Handshake (Patrick to provide details from Phyllis):
- Regarding investments, I suggest first setting up an investment committee/policy (or task the Finance Committee with managing investments). Next, the investment committee should set a target investment mix that includes cash, stock, and bonds. A nice starting mix would be 5-10% cash (very conservative with very low returns and may include US Treasury bills, but basically guaranteed), 50-65% stock (highest return of the three, but the most risky), 30-40% bonds (lower returns than stock, but perform well when the stock market is down and vice versa). However, the risk tolerance on this investment would depend on the Board’s risk tolerance. All investment funds carry fees, but they are usually 1-3% and well below the earnings rate. Then, the committee can take a portion of the $90K ($100K net of commission) and put it into the investment and save the rest for initiatives. Maybe OSI can take a portion of this one-time donation and consider a few grantees? Is this the information you were looking for?
- Host a meeting in Boston/San Francisco, get folks into the room to make recommendations
- FSF and others
- Other things to consider with a windfall of money
- Donations or grants
- Sustainability of money and program would be difficult
- Need person managing the program
- Projects for OSI’s development
- Joint membership or donation drives
- Staffing plan for next positions
- Conference attendance fund for projects
- Infrastructure
- License review
- Josh recommendation on financial advisor to meet pro bono?
- Identify current activities that have gaps in infrastrcuture or staffing that already align with our mission
- Identify solutions
- Patrick to develop roadmap for infra and staffing.
Legal Topics
- Review and finalize contracting policies and practices.
- Finalize & document this process
- Get/confirm a standard contract
- Review procurement policy
Infrastructure Topics
Incubator/Project Topics
Review of Timeline
Next Board Meeting
The next OSI board meeting is scheduled for August 9, 2018 at 9:30am Pacific.
Meeting adjourned at 22:33 UTC
Motions
Motion (): Approve and post the meeting minutes of __________ .
Second ().
Discussion:
Vote: 0 Yes; 0 No; 0 Abstain.
Appendix A – Treasurer’s Report
Treasurer’s Report, June 30, 2018
Total Assets at Beginning of Period, 06/01/18: $184,376
Revenue or Sources of Funds
- Contributions: $100,990
- Commissions: $10,000 (For internal reporting purposes only)
- Memberships: $640
- Interest: $4
- Commissions
Total Revenue or Sources of Funds, $111,635
Expenses or Uses of Funds
- Compensation, $10,297
- Fundraising Expense, $1,500
- Legal & Professional Fees, $2,056
- Office Expenses, $45
- Program Service Expense, $10,000 (For internal reporting purposes only)
- Promotional Expense, $43
- Travel & Entertainment, $4,501
- Other Expenses, $656
Total Expenses or Uses of Funds: $29,098
- Change in Accounts Payable, $1,334
Other (rounding) -$1
Total Assets at Beginning of Period, 06/30/18: $268,246
| Old Sponsor | 04/03/17 | 04/27/17 | $20,000 | $0 |
| Old Sponsor | 04/17/17 | 06/05/17 | $15,000 | $0 |
| Old Sponsor | 06/12/17 | 07/03/17 | $1,000 | $0 |
| Old Sponsor | 06/26/17 | 06/26/17 | $20,000 | $0 |
| Old Sponsor | 06/26/17 | 07/03/17 | $1,000 | $0 |
| Old Sponsor | 07/31/17 | 09/07/17 | $1,000 | $0 |
| Old Sponsor | 07/31/17 | 09/07/17 | $1,000 | $0 |
| Old Sponsor | 08/11/17 | 09/05/17 | $7,500 | $0 |
| Old Sponsor | 08/11/17 | 11/01/17 | $2,500 | $0 |
| Old Sponsor | 09/11/17 | 10/02/17 | $15,000 | $0 |
| Old Sponsor | 09/14/17 | 09/28/17 | $7,500 | $0 |
| Old Sponsor | 09/14/17 | 10/14/17 | $7,500 | $0 |
| Old Sponsor | 10/01/17 | 11/11/17 | $20,000 | $0 |
| Old Sponsor | 10/06/17 | 10/17/17 | $20,000 | $0 |
| Old Sponsor | 12/14/17 | 01/31/18 | $20,000 | $0 |
| Old Sponsor | 01/12/18 | $25,000 | $0 | |
| Old Sponsor | 01/12/18 | 05/09/18 | $6,000 | $0 |
| Old Sponsor | 02/01/18 | 06/12/18 | $20,000 | $0 |
| Old Sponsor | 02/01/18 | 02/06/18 | $1,000 | $0 |
| Old Sponsor | 02/12/18 | 03/08/18 | $20,000 | $0 |
| Old Sponsor | 03/29/18 | 05/18/18 | $20,000 | $0 |
| Old Sponsor | 04/19/18 | 05/21/18 | $20,000 | $0 |
| New Sponsor | 05/30/18 | $540 | $540 |
Major Contributions in the last 12 months:
OSI SPONSORS
CLEARLY DEFINED SPONSORS
| Old Sponsor | 05/09/18 | 05/30/18 | $50,000 | $0 |
| New Sponsor | 06/26/18 | 06/29/18 | $100,000 | $0 |
Net Income Check Figure, $82,536
Variance, $0.00
Appendix B – Team Reports
Communications Team
Membership Team
Fundraising Team
Infrastructure Team
Legal Team
Incubator/Projects Team