OSI Board Meeting Minutes, Thursday, February 14, 2019 Minutes

Quorum

Quorum reached and meeting called to order at 17:34 UTC

Attendees

Board Members

  • Carol
  • Simon
  • Patrick
  • Chris
  • Faidon
  • Richard
  • Josh
  • Molly – 17:39
  • Italo – 17:39 (left at 18:48)

Guests
Expected, but Not Present
Sent Regrets

  • Allison

Officer Reports

  • Motion (Carol): Approve and post the meeting minutes of 10 January, 2019.
  • Second (Chris).
  • Discussion:
    Vote: 7 Yes; 0 No; 2 Abstain.
  • Treasurer’s report (Josh), see Appendix A
    • Josh has begun working on putting together a 2018 cash flow report; updated version of projections. 
    • Also putting projections together for 2019
    • Roughly $300k in bank and $61k for ClearlyDefined
    • Phyllis would like a review of financial committee doc she shared. (Subject: “Re: [Board] Two things…”)
  • Treasurer’s report (Josh), see Appendix A
  • President’s report (Simon)
    • Representation:
    • FSFE Pre-FOSDEM Meeting
      • Outlined EU-relevant activities
    • EU JRT Open Source & FRAND Study
      • Interim project meeting in Brussels
    • IP Conference, Brussels
      • Panel on Open Source & FRAND
    • CONSUL Foundation
      • Planning incorporation in The Netherlands
      • Supplied OSI details

General Manager Report

Board Topics

  • Conflict of Interest Policy (Motion to approve, see below).

Motion (Patrick): Motion to approve Conflict of Interest Policy.

Second (Josh).

Discussion:    

Vote: 9 Yes; 0 No; 0 Abstain.

  • Potential engagement with Madrid City Council (Simon)
  • Want city council on a path to use free software for its infrastructure
  • Have outline proposal from Simon in email for the board’s consideration
  • We’d potentially need to engage a contractor(s) for the advisory role with the city council and we’d supervise the contractor
  • We would welcome Madrid City Council migrating to open source and OSI won’t be supervising or facilitating
  • Policy Director candidate outreach (Simon)
  • Policy Director as a consequence of our Standards work
  • Agreed we’d hire someone to fundraise money, construct position papers, generally be available in a senior role
  • Have a potential candidate(s) available
  • We’d outline deliverables for the year and then contract for those deliverables
  • Board is fine with identifying candidates and then delineating their deliverables from there; we’d like some CVs to review and discuss
  • Have some initial funding to address the Standards work 
  • Board election — targeted recruitment, clarifying expectations (Josh)
  • Targeted recruitment: individuals or certain skills sets for us to recruit
  • Clarifying expectations: raising the expectations of the board? Already have expectations but maybe we could bring them more visiblity?
  • Patrick will add a specific note to the comms for candidates a pointer to the expectations and the conflict of interest policy
  • License Category maintenance (EUPL) (Patrick)
  • Come up a couple times – Twitter stream about it, it was referenced at FOSDEM
  • Categorizing on license page – popular, speciality, uncategorized
  • Direct request to have EUPL moved to another category – international licenses
  • Move EUPL? Protocol?
  • Richard and Patrick will draft communication re: EUPL
  • Add note to webpage that it’s a historical artifact and give context on that
  • Ubuntu Font License: discussion and follow-up communications (Patrick)
  • Patrick will work offline on it

Membership Topics

Motion (Patrick): Approve Affiliate Application for Software Freedom Conservancy

Second (Simon).

Discussion:

Vote: 9 Yes; 0 No; 0 Abstain.

 

Motion (Patrick): Approve Affiliate Application for Software Liberty Association Taiwan

Second (Simon).

Discussion:

Vote: 9 Yes; 0 No; 0 Abstain.

 

Motion (Patrick): Approve Affiliate Application for Open Source Design

Second (Italo).

Discussion:    Will have someone in charge who will consistently be the point of contact for their affiliate membership

Vote: 9 Yes; 0 No; 0 Abstain.

 

Motion (Patrick): Approve Affiliate Application for Open Source Hong Kong

Second (Josh).

Discussion:

Vote: 9 Yes; 0 No; 0 Abstain.

Motion (Patrick): Approve Affiliate Application for Open Research Institute

Second (Chris).

Discussion:

Vote: 9 Yes; 0 No; 0 Abstain.

-We have outstanding potential affiliates and lots of interest

  • Membership Portal (Patrick)

-All current members have access to edit their membership and billing information-New members will automatically be added-Going to use this as a wey to increase channels with them

Communications Topics

  • Recent “reaffirm OSD” announcement/press

    -Went out, we got some press. We should do more of this.

Fundraising Topics

  • Status update (Patrick)
  • Schedule activities
  • Member benefits
  • Total 2018, donations and memberships: $17,208 (largest to day)
  • Updating our 2019 prospectus
  • “What’s in it for me?” answers for sponsorship
  • Nick and Patrick cleaning up CiviCRM sponsor data
  • Have 4 times/year dedicated updates for sponsors
  • Want more continuity across years
  • Made our most ever from individual donors

Legal Topics

  • Registration of “Open Source” trademark
  • Vineyard has registered  open source as a trademark

Infrastructure Topics

  • LibreOffice Online progress (Simon)
  • Just about ready to go test it and secure VM from a sponsor and get an instance deployed to. Ready for New York meeting

Incubator/Project Topics

Next Board Meeting

The next OSI board meeting is scheduled for March 14, 2019

Meeting adjourned at 10:57AM Pacific time.

Motions

Motion (): Approve and post the meeting minutes of __________ .
Second ().
Discussion:
Vote: 0 Yes; 0 No; 0 Abstain.

Motion (Patrick): Approve and adopt the Conflict of Interest Policy as drafted at: https://wiki.opensource.org/bin/Main/OSI+Operations/OSI+Staff/Conflict+of+Interest+Policy/Conflict+of+Interest+Policy%2C+2018+Update
Second ().
Discussion:
Vote: 0 Yes; 0 No; 0 Abstain.

Appendix A – Treasurer’s Report

 

Treasurer’s Report For the Month Ending January 31, 2019Total Assets at Beginning of Period (01/01/19) $303,621Revenue or Sources of Funds

  • Contributions: $27,026
  • Memberships: $960
  • Interest: $6

Total Revenue or Sources of Funds: 

$27,992Expenses or Uses of Funds

  • Compensation: $10,406
  • Legal & Professional Fees: $2,621
  • Office Expenses: $141
  • Program Service Expense: $15,000
  • Promotional Expense: $258
  • Travel & Entertainment: $0
  • Other Expenses: $283

Total Expenses or Uses of Funds: 

$28,709Change in Accounts Payable: 

-$8,259Total Assets at End of Period (01/31/19): $295,770
Appendix A.1 – Treasurer’s ReportOpen Source Initiative: ClearlyDefined Balance Sheet as of January 31, 2019ASSETS | 01/31/19 (Actual) | 02/28/18 (Projected) (1) |

  • Banking
  • Cash-Clearly Defined | $61,565 | $6,175 |
  • Total Banking | $61,565 | $6,175 |

Total Assets | $61,565 | $6,175 |LIABILITIES AND EQUITY

  • Liabilities
  • Accounts Payable | $15,130 | $0 See AP Aging |
  • Total Equity | $15,130 | $0 |
  • Equity
  • Temporarily Restricted Net Assets-Clearly Defined | $46,435 | $6,175 |
  • Total Equity | $46,435 | $6,175 |

Total Liabilities and Equity | $46,435 | $6,175 |(1) Based on projected contract payments and wire transfer fees for January-February 2019

 

Appendix B – Team Reports

Board Action Items

Communications Team

Membership Team

  • Affiliate Member Application (Non-Profit): Software Freedom Conservancy
    1. Signed Affiliate Agreement
    2. Currently recognized as a (or application submitted for) non-profit / not-for-profit (or equivalent) by the national government were organized.
      ✓ Per Conservancy’s website, “Software Freedom Conservancy, Inc. is a 501(c)(3) not-for-profit organization incorporated in New York” (https://sfconservancy.org/about/).
      ✓ Software Freedom Conservancy inc. (EIN: 41-2203632), is registered with the IRS (see attached, “SFC-status.pdf”)
    3. Mission statement describing purpose and goals.
      ✓ “…to promote, advance, and defend software freedom.” (https://sfconservancy.org/about/)
    4. Documentation formalizing organization, e.g. by-laws.
      ✓ Conservancy’s By-Laws, as filed with the incorporation documents, and as approved by New York on 7 April 2006 (https://sfconservancy.org/docs/conservancy_by-laws.pdf).
      ✓ Responded “Yes”, to “Have you adopted bylaws? If ‘Yes,’ attach a current copy showing date of adoption,” in IRS Form 1023, “Application for Recognition of Exemption Under Section 501{c)(3) of the Internal Revenue Code (https://sfconservancy.org/docs/conservancy_Form-1023.pdf).
      ✓ Bylaws are attached to IRS Form 1023, “Application for Recognition of Exemption Under Section 501{c)(3) of the Internal Revenue Code (https://sfconservancy.org/docs/conservancy_Form-1023.pdf).
    5. Publicly available release of a product(s) or service(s). ✓ Conservancy lists multiple projects they support at, “Conservancy’s Projects” (https://sfconservancy.org/projects/).
      ✓ Conservancy lists services and options available to FLOSS projects that have joined Conservancy as a member project at, “Member Project Services” (https://sfconservancy.org/projects/services/)
    6. Use of an OSI approved open source license (software development projects only).
      ✓ All Conservancy projects, “must be licensed in a way fitting with software freedom principles. Specifically, all software of the project should be licensed under a license that is listed both as a Free Software license by the Free Software Foundation and as an Open Source license by the Open Source Initiative” (https://sfconservancy.org/projects/apply/).
      ✓ The Conservancy website is licensed under an OSI Approved Open Source License (https://k.sfconservancy.org/website).
    7. Documented approach for participation by the public.
      ✓ See, “Applying to Join Conservancy as a Member Projects” (https://sfconservancy.org/projects/apply/).
      ✓ Conservancy has multiple channels to engage with the public and their community, via Mastodon, Twitter, pump.io, Google+, Facebook, and YouTube.
    8. An active community:
      Conservancy engages thousands of volunteers via their projects, which each have their own communication channels, and with Conservancy’s general activities. Conservancy maintains an active IRC channel on freenode at #conservancy, as well as engages in conversations on twitter and in the fediverse. Conservancy also has an active community of Supporters who are donors, and constitutes most of their fundraising and marketing efforts.

      1. Methods for current and interested individuals/organizations to join and participate in your community
        ✓ See, “Current Projects” (https://sfconservancy.org/projects/current/)
      2. Active participation from multiple contributors, i.e. individuals and organizations other than founders (contributions may be other than programming/technology)
        ✓ See, “Current Projects” (https://sfconservancy.org/projects/current/)✓ See, “Sponsors” (https://sfconservancy.org/sponsors/)
        ✓ See, communications via Mastodon, Twitter, pump.io, Google+, Facebook, and YouTube.
      3. References from other open source projects, ideally a current OSI Affiliate Member.
        ✓ The entire 2018 OSI Board
  • Affiliate Member Application (User Community): Software Liberty Association Taiwan (SLAT)
    1. Required documentation.
      ✓ Letter of Introduction (https://wiki.opensource.org/bin/download/Main/Communities/Affiliates/Affiliate_Status/WebHome/SLAT_Introduction.odt)
      ✓ Signed Affiliate Agreement (https://wiki.opensource.org/bin/download/Main/Communities/Affiliates/Affiliate_Status/WebHome/AffiliateAgreement_slat_SIGNED.odt)
    2. Founding documentation formalizing organization, e.g. by-laws.
      ✓ https://nextcloud.slat.org/index.php/s/saxZgTWLzZ6SA6x (in Chinese)
      ✓ Constitution of the Republic of China Software Freedom Association: https://nextcloud.slat.org/index.php/s/YfaYoZcB3WjwFoj (in Chinese)
    3. Association memberships, partnerships, etc. (if applicable) with international, national, professional and/or affiliated organizations.
      ✓ ezgo (https://ezgo.westart.tw) is a customized Linux distribution (based on Kubuntu/Lubuntu/Debian) for traditional Chinese users. ezgo is mainly supported by members in SLAT but is not governed by SLAT.
    4. Mission statement describing purpose and goals.
      ✓ Statue of SLAT: https://nextcloud.slat.org/index.php/s/YfaYoZcB3WjwFoj
      Statue I.2: 本會為依法設立、非以營利為目的之社會團體，宗旨如下： 為基於軟體自由及開放精神，推動相關軟體及其源碼於各方面之應用，並落實資訊分享之理念﹔藉由教育推廣與國際交流等活動，以促進軟體自由社群之發展，進而提昇軟體品質與技術水準，促成軟體發展的健全環境。
      (SLAT translation of Statute I.2): “This association is founded by law as a non-profit social association.  The goals are as follows:  Based on the spirit of software liberation and open share, the association should promote FOSS and its applications in all fields, and to facilitate the development of free software communities and raise the healthy ecosystem of software development.”
      (Google Translate): “This is a legally established, non-profit-making social group with the following objectives: To promote the application of relevant software and its source code in various aspects based on the spirit of software freedom and openness, and to implement the concept of information sharing; International exchanges and other activities to promote the development of software-free communities, thereby improving the quality and technical standards of software, and promoting a sound environment for software development.”
    5. Publicly available release of events/activities, e.g. meetings, conferences, etc.
      ✓ SLAT co-hosts and supports open source community events, and provides training courses on FOSS.

      1. ODF/LibreOffice promotion/adoption/training.  Have one seat in the BoD of The Document Foundation (representative: Franklin Weng): https://www.documentfoundation.org/governance/board/ 
      2. ezgo (https://ezgo.westart.tw) is a customized Linux distribution (based on Kubuntu/Lubuntu/Debian) for traditional Chinese users.  ezgo is mainly supported by members in SLAT but is not governed by SLAT.
    6. Documented approach for participation by the public.
      ✓ Join us page and form: https://slat.org/join_us  
      ✓ Work and Results: https://slat.org/our-works
      People do not need to join SLAT to attend / help activities of SLAT, even the General Assembly.  However only members of SLAT can vote in the General Assembly..
    7. An active community:
      1. Methods for current and interested individuals/organizations to join and participate in your community
        ✓ As described in question 2. and 5.
      2. Active participation from multiple contributors, i.e. individuals and organizations other than founders (contributions may be other than programming/technology)
        ✓ Members of SLAT include contributors of (not limit to)

        • DRBL (Steven Shiaw)
        • KDE (Franklin Weng/ Jeff Huang)
        • Gnome (Cheng-Chia Tseng)
        • LibreOffice (Cheng-Chia Tseng/Franklin Weng/Jeff Huang/Eric Sun/Kevin Lin)
        • Proxmox Virtual Environment (Jason Cheng / Kevin Lin / …)
        • Knoppix / CLE (Chinese Linux Extension)  (Chao-Kuei Hung)
        • Open Culture Foundation (Pofeng Lee)
    8. References from other open source projects, ideally a current OSI Affiliate Member.
      ✓ Italo Vignoli, OSI Director
  • Affiliate Member Application (User Community): Open Source Hong Kong (OSHK)
    1. Required documentation.
      ✓ Letter of Introduction (https://wiki.opensource.org/bin/download/Main/Communities/Affiliates/Affiliate_Status/WebHome/To__OSI_-_Letter_of_OSHK_Introduction_.pdf)
      ✓ Signed Affiliate Agreement (https://wiki.opensource.org/bin/download/Main/Communities/Affiliates/Affiliate_Status/WebHome/OSI-AffiliateAgreement_OSHK.pdf)
    2. Founding documentation formalizing organization, e.g. by-laws.
      ✓ Certificate of registered society under Society Ordinance in Hong Kong (https://wiki.opensource.org/bin/download/Main/Communities/Affiliates/Affiliate_Status/WebHome/OSHK_Society_Certificate.JPG)
      ✓ Open Source Hong Kong (OSHK) Constitution (https://wiki.opensource.org/bin/download/Main/Communities/Affiliates/Affiliate_Status/WebHome/Open_Source_Hong_Kong__OSHK__Constitution.pdf)
    3. Association memberships, partnerships, etc. (if applicable) with international, national, professional and/or affiliated organizations.
      ✓ Hong Kong Creative Open Technology Association Limited (https://cota.hk/executive-committee/) is our current event partner to organise some of community events, eg. Hong Kong Open Source Conference, PyCon Hong Kong.
      ✓ OSHK is also in charge of Hong Kong Python User Group and PyCon Hong Kong as caretaker.
    4. Mission statement describing purpose and goals.
      ✓ From point 1 to 5 of OSHK Constitution
      Open Source Hong Kong (開源香港) (in short form: OSHK) is a organisation which is aimed to connect and promote global open source technology.
      “Open Source” is the term originated in computer software development, which means the source code of computer programs are released to the public in a open license.
      Open Source Hong Kong is also aimed to promote development of open technology and digital creative culture, for examples (but not limited to), open data, open hardware, creative commons.
      To achieve aims listed in this constitution, Open Source Hong Kong organise  meetings, seminars, conferences, online discussions and others activities.
      OSHK Members acknowledges and agrees the philosophy and concept of open source software development.
    5. Publicly available release of events/activities, e.g. meetings, conferences, etc.
      ✓ Hong Kong Open Source Conference since 2013
      ✓ PyCon Hong Kong since 2015
      ✓ Open Data Day Hackathons in Hong Kong since 2014
      ✓ GNOME Asia Summit 2012
      ✓ And more Talks, Workshops, Meetups, Hackathons in HK & Asia listed on https://opensource.hk/events/
    6. Documented approach for participation by the public.
      ✓ Voting and Regular membership is available (https://opensource.hk/membership/)
      ✓ Many OSHK events are open for public to attend.
    7. An active community:
      • Methods for current and interested individuals/organizations to join and participate in your community
        ✓ Mentioned in Question 2,5,6 for individuals/organisations to join participate in our community (event & membership).
        ✓ Active participation from multiple contributors, i.e. individuals and organizations other than founders (contributions may be other than programming/technology)
        ✓ Members of OSHK include contributors of (not limit to):

        • Free Hong Kong Fonts (Kingman Leung)
        • GNOME Foundation (Sammy Fung)
        • Hong Kong WordPress User Group (Nicholas Yau)
        • LibreOffice (Kingman Leung)
        • Mozilla Foundation (Sammy Fung)
        • Python Software Foundation (Sammy Fung)
        • Stroke 5 Chinese Input Method (Kingman Leung)
    8. References from other open source projects, ideally a current OSI Affiliate Member.
      ✓ Emily Chen / Richard Lin, Kaiyuanshe