2020-04-10 - XWiki

* **Motion (Patrick)**: Approve Board meeting minutes of the Fall 2019 Face to Face Meeting ([[https:~~/~~/wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/Fall2019F2FDraftMinutes>>url:https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/Fall2019F2FDraftMinutes]]

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**Second (Josh)**.

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**Discussion**:

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**Vote**: Yes 7, No, Abstain, 2 (Italo, Megan).

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* **Motion (Patrick)**: Approve Board meeting minutes of March 20, 2020 ([[https:~~/~~/wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20200320_Board_Minutes>>url:https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20200320_Board_Minutes]] )

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**Second (Chris)**.

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**Discussion**: Remove extra text from minutes.

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**Vote**: Yes 7, No 0, Abstain, 2 (Italo, Megan).

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* **Motion (Patrick)**: Approve Board meeting minutes of March 13, 2020 ([[https:~~/~~/wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20200313_Draft_Minutes>>url:https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20200313_Draft_Minutes]] )

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**Second (Pam)**.

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**Discussion**:Remove extra bullet points.

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**Vote**: Yes 5, No 0, Abstain, 4 (Chris, Hong, Italo, Megan).

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* Board Text: build on NYC shared text?

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** **TODO**: Patrick to set up new all-board list (Added to [[OSI Board Actions>>url:https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/BoD_Meeting_Agenda_Template/]])

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* OSI Board actions: [[https:~~/~~/docs.google.com/spreadsheets/d/1YUWUlRqcPGqxRXwAUwpYI8Pmf3SDDlHZZHwsJjPobXA/edit#gid=0>>url:https://docs.google.com/spreadsheets/d/1YUWUlRqcPGqxRXwAUwpYI8Pmf3SDDlHZZHwsJjPobXA/edit#gid=0]]

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* New minutes format: [[https:~~/~~/wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/BoD_Meeting_Agenda_Template/>>url:https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/BoD_Meeting_Agenda_Template/]]

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* **//GOAL//**: provide "Board Packet" on Monday prior to meeting.

**Treasurer Report**

* Treasurer's report (Hong), Appendix A

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(See, OSI Financial Statements' wiki page: [[https:~~/~~/wiki.opensource.org/bin/Operations/Financial+Statements>>url:https://wiki.opensource.org/bin/Operations/Financial+Statements]]

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** Discussions on expectations and communications with current accountant.

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* Federal CARES Paycheck Protection Program (PPP)

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** Wells Fargo still doesn't have their PPP application up.

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** Bank of America received $2.2B in small business applications via their portal.

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** SBA EIDL grant of $10,000 this morning.

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*** If PPP granted later, the amount OSI receives in SBA EIDL will be subtracted

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*** If PPP funds are exhausted by Bank of America being ready before all other banks, OSI may only get the smaller grant.

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** Use of funds?

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*** Offset current payroll?

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*** Extend staffing?

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**** Believe there is a focus on current, but should review regulations.

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*** Should the OSI apply? What if we are not impacted? Can we use the funds for other purposes if we don't need it.

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**President's* Report**

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* Gratitude

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** Thanks to the board for their work as OSI activities and demands for attention have increased: e.g. list moderation, external communications, OSI elections (candidate management, moderation).

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** Gratifed with the progression of infrastructure and recognize the expanding scope of activities is challenging current practices and workloads.

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** Pam noted for her work in addressing historical issues with list particiption and moderation and creating an environment inline with the expectations of the Board.

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* Broad Impact of COVID-19 on OSI

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** Already detemined OSI will not hold May F2F ("in-person") meeting.

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*** Continued planning needs to occur.

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*** Other impacts:

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**** As the F2F meetings provide an oppotunity for building/maintaining personal relationships, the Directors may need to go the extra mile to be charitable and build rapport with one another. We should encourage everyone to meet with one another beyond OSI activities and usual meetings, especially among those who may not know one another.

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**** Directors are encourage to show greater charity/consideration among board directors when discussing tough issues~-~-assume good intentions.

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**** OSI should see a reduction in travel expenses, but possibly also a reduction in sponsorship (worrying given the desire to hire more).

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**** Funds available from reduced travel expenses should not be considered "found money" and recomend a conservative approach regarding budgeting/spending.

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** Spotlight isn't on OSI in the same way that it was prior to COVID outbreak and the cycle of needing to constantly react is broken, which, having used that to take a breather, now feels like an opportunity to do what's necessary to be proactive and lead the conversation rather than get caught on our back foot again.

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*** Could provide an opportunity to "catch up" even "get ahead" on issues and conversations that were so dominating our time previously.

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** Suggested undertaking "Worst case scenario" planning around drop in sponosrhip?

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*** Q: How are we assessing current revenue streams?

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**** A: OSI Maintains sponsorship list and status report and annual projections (both need 2020 updates)

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***** Multi-year financial overview: [[https:~~/~~/docs.google.com/spreadsheets/d/1zKl6zidTnfXjSEd8jN97X6bdaTN57llWAXMzJgaI0RA/edit>>url:https://docs.google.com/spreadsheets/d/1zKl6zidTnfXjSEd8jN97X6bdaTN57llWAXMzJgaI0RA/edit]]

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***** Sponsorship status report: [[https:~~/~~/docs.google.com/spreadsheets/d/1nF6T3MRxrmbvElgb0yWxc1U1nQsDY_u9Q67FqnFjark/edit#gid=0>>url:https://docs.google.com/spreadsheets/d/1nF6T3MRxrmbvElgb0yWxc1U1nQsDY_u9Q67FqnFjark/edit#gid=0]]

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**** **TODO (UNASSIGNED): **Look for alternate funding and grants? (Added to [[OSI Board Actions>>url:https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/BoD_Meeting_Agenda_Template/]])

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**** **TODO: Staffing committee **to look at impact to staffing plans. (Added to [[OSI Board Actions>>url:https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/BoD_Meeting_Agenda_Template/]])

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**** **TODO: Patrick** update annual sponsorship report: [[https:~~/~~/docs.google.com/spreadsheets/d/1nF6T3MRxrmbvElgb0yWxc1U1nQsDY_u9Q67FqnFjark/edit#gid=0>>url:https://docs.google.com/spreadsheets/d/1nF6T3MRxrmbvElgb0yWxc1U1nQsDY_u9Q67FqnFjark/edit#gid=0]] (Added to [[OSI Board Actions>>url:https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/BoD_Meeting_Agenda_Template/]])

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**** **TODO: Patrick** update annual financial forcast: [[https:~~/~~/docs.google.com/spreadsheets/d/1zKl6zidTnfXjSEd8jN97X6bdaTN57llWAXMzJgaI0RA/edit >>url:https://docs.google.com/spreadsheets/d/1zKl6zidTnfXjSEd8jN97X6bdaTN57llWAXMzJgaI0RA/edit]](Added to [[OSI Board Actions>>url:https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/BoD_Meeting_Agenda_Template/]])

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**** **TODO: Patrick** develop annual financial planning docs (Added to [[OSI Board Actions>>url:https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/BoD_Meeting_Agenda_Template/]])

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* Activities

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** Josh has participated with Molly on weekly General Manager meetings, working closely with Patrick on several activities, so Josh is expecting a fairly seamless transition in terms of operations for new president, other officers, and the organization in general.

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** There was no "official" transition plan or planning process, so we may discover hiccups.

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** Q: Is this "seamless transistion" due to extrordany work by the VP, or is there shared knowledge/practices that do not require it?

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*** A: Feel a transistion plan is needed and we should not rely on the engagement (or not) of future VP's.

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**** **TODO (UNASSIGNED)**: Develop transition process for officer roles, e.g. President, Treasurer, GM? (Added to [[OSI Board Actions>>url:https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/BoD_Meeting_Agenda_Template/]])

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*** Hope to delegate workload in recognition during transition.

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** Josh is participating in weekly FOSS Responders calls as OSI Rep which Megan is co-leading with Duane O’Brien.

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*** FOSS Responders is an ad-hoc group meeting to share resources to help those impacted by COVID19 crisis.

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*** OSI may be asked to extend out to OSI Affiliate Members.

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** Josh continues to monitor ethical source community/discussions

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*** No major news to report

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*** No current OSI press. Interview request from "Before Times". Josh provided OSI comments for Business Insider ([[https:~~/~~/www.businessinsider.com/open-source-activism-ice-protests-open-source-initiative-2019-11>>url:https://www.businessinsider.com/open-source-activism-ice-protests-open-source-initiative-2019-11]]) The Atlantic ([[https:~~/~~/www.theatlantic.com/technology/archive/2020/01/ice-contract-github-sparks-developer-protests/604339/>>url:https://www.theatlantic.com/technology/archive/2020/01/ice-contract-github-sparks-developer-protests/604339/]])

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*** OSI should continue to monitor and engage.

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*** Have a "release" of the license

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*** They are setting up an organization.

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* Developing “Foundations of Open Source” material, will be keynoting EclipseCon, asked to keynote All Things Open, and will also ask to keynote FOSDEM and/or LCA. Will be a guest on 2-3 podcasts with this material as well.

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** Hope to use opportunity to increase awareness of OSI and OSI issues.

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** Will be there wearing many hats.

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** Noted that there are dollars available in the OSI Budget to cover costs associated with conference attendance by OSI Directors.

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* Invitation for Feedback

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** After several years on the board would appreciate thoughts on OSI issues, approach to engaging community, board activities, etc. please feel free to share feedback.

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* Officer Elections

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** Intent to run for President in May, and probably again in 2021, but hopefully then as a Chairperson rather than President.

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** Regardless of whether I’m elected, I think we’ve seen how important having a VP can be and suggest VP be included on president@ alias and have a regular report at our board meetings.

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*** VP roles could serve as an opportunity to prepare the President role.

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*** Still defining the VP role.

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*** Could sharing the Pres. alias with the VP expose confidential discussions.

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*** This should be included in our Code of Conduct development.

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** Want every officer role filled, and with a different person (no doubling up). Ideally, everyone on the board is able to run a committee or serve in an officer role.

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** Please consider running for President, VP, CFO, Assistant Treasurer, and Assistant Secretary. Ask questions!

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** Serving as an officer and/or committee chair is a great way to increase your own knowledge of the org. and help provide continuity through transitions.

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** Most of the work required by officers' is oversight, not actual operations or tasks.

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**General Manager Report**

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* GM report (monthly activities) [[https:~~/~~/wiki.opensource.org/bin/XWiki/Masson_work>>url:https://wiki.opensource.org/bin/XWiki/Masson_work]]

* Communications

* State of the Source

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** Confirmation of Program Committee

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** Confirmed: Vicky Brassuer, Pam Chestek, Patrick Masson, Stefano Zacchiroli

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** invited: Chris Aniszczyk, Luis Villa

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** September 10th

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** A global 24hr event, following the sun, with Affiliates and Sponsors hosting the global sessions, local watch-parties, and local sessions.

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* **Motion** to approve conference organizer contract, CONCENTRA-CMS, $6,800 (see attached).

* Newsletter

** Recipients: 2950

** Deliveries 2901 (98.34%)

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** Unique Opens 324 (11.17%)

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** Total Opens 503

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** Click-throughs 149

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* Operations Assistant

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** Currently not using all hours budgeted.

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** Hire second person to take up unused budget.

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* New Kind: "Market Position Strategy"

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** In-kind sponsorship for branding and marketing

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** Full brand diagnostic service ("a practical, manageable place to start")

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** Look at multiple dimensions of OSI branding, messaging, market

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** Package recommendations on where to go next.

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** Focus on a digital workshop to bring team together.

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** The diagnostic service is ~_~_~_~_~_~_~_~_~_~_~_~_~_~__. It's based on a $25k investment.

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** Process would last 30-60 days.

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* LibrePlanet, "The Four Free-ums?" [[https:~~/~~/libreplanet.org/2020/speakers/#3272>>url:https://libreplanet.org/2020/speakers/#3272]]

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* ITU Artificial Intelligence/Machine Learning (AI/ML) in 5G Challenge

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* OpenUK OSI presentation to "Future Leaders," Friday April 17th

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* Sustain Podcast, April 24th

* Administration

** 2020 Budget

*** Proposal to follow.

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*** Vote at May meeting.

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* Prospectus in development (draft attached)

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** Draft developed with input from current, previous, and potential sponsors

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** Reflects issues raised at FOSDEM

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** Aligns with programs-based budgeting.

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** Include the "status"~-~-not just descriptions~-~-of our programs/initiatives.

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** Develop KPI's to show what success looks like and when a program/initiative (i.e. the OSI) has achieved it.

* Zenefits demo

* Payroll

* HR (employee handbook)

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* Options to extend Phyllis' roll to HR functions.

* Operations

** Elections

*** Voting

*** 43 of 78 Affilaite Members cast votes

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*** 338 of 695 cast votes

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** Administration

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*** Helios issues and migration

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** License Review/Discuss

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*** Travin Keith: Providing License Discuss and License Review summary reports. (LinkedIn profile).

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** Discussing partnership with JOLTS

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* Open Source Technology Management

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** New "micro-courses"

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** Eight courses, three topics.

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** Marketing efforts

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** Conference sessions ATO, Educause, with Advisory Board.

** Invoicing

* Memberships

** GNOME and OpenJS onboarding

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* Advocate Circle, "OSIdeas"

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** Online meet-ups with Advocate Circle members presenting

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** Open to all

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* CiviCRM custom reporting

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** Recent memberships

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** Auto-creation and mailing of membership cards

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* Staffing

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** Jessica's performance plan

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** Contracting for Nick, Phyllis, Travin, Simon

**Board Topics**

* Board Action Items (Patrick)

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** A list of open issues assigned to the board and/or board directors with current items and status:

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*** [[https:~~/~~/docs.google.com/spreadsheets/d/1YUWUlRqcPGqxRXwAUwpYI8Pmf3SDDlHZZHwsJjPobXA/edit#gid=0>>url:https://docs.google.com/spreadsheets/d/1YUWUlRqcPGqxRXwAUwpYI8Pmf3SDDlHZZHwsJjPobXA/edit#gid=0||style="background-color: rgb(255, 255, 255);"]]

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* Code of Conduct (Patrick)

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* Otter Technology, Code of Conduct review/development, $9,000 (attached) and training workshop, $4,500 (attached).

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** [[https:~~/~~/wiki.opensource.org/bin/download/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20200410Agenda/osi-coc-and-procedures-review-quote.pdf>>url:https://wiki.opensource.org/bin/download/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20200410Agenda/osi-coc-and-procedures-review-quote.pdf]]

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** [[https:~~/~~/wiki.opensource.org/bin/download/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20200410Agenda/osi-coc-workshop-quote.pdf>>url:https://wiki.opensource.org/bin/download/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20200410Agenda/osi-coc-workshop-quote.pdf||style="background-color: rgb(255, 255, 255);"]]

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** **TODO: Send board@ a request to review and approve (+1's), contract, and prior discussions.**

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** Table:

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*** Open issues: allow all board to participate, cost for services, participation of bard and enforcement committee, other providers (get quotes).

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** **TODO**: Josh will send options for providers to Patrick

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* Board Orientation and Leadership (Patrick)

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** Adam Goodman, Board orientation and leadership, $10,000 (attached) [[https:~~/~~/wiki.opensource.org/bin/download/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20200410Agenda/GoodmanConsultingProposal.pdf>>url:https://wiki.opensource.org/bin/download/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20200410Agenda/GoodmanConsultingProposal.pdf]]

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** Policy Director (Patrick)

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** Simon Phipps taking on Standards work from Mirko/Bruce.

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*** Fixed rate contract (attached) [[https:~~/~~/wiki.opensource.org/bin/download/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20200410Agenda/PhippsContractFinal_FixedFee_.pdf>>url:https://wiki.opensource.org/bin/download/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20200410Agenda/PhippsContractFinal_FixedFee_.pdf||style="background-color: rgb(255, 255, 255);"]]

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*** MOTION (Patrick): Approve contract with Meshed Insights for standards work.

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*** Second (Pam):

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*** Discussion: Review of contract. Would appreciate more time to review.

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*** Motion Tabled.

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*** **TODO: Patrick send out contract to board list.**

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* Spring Face to Face (Patrick)

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** May Meeting

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** Hold three, 2-hour sessions, May 11, 12, & 13 (time(s)?

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** All topics to be submitted by specific date (to help determine the number of days needed)

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** Agenda topics finalized at standing May 5th

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** Intent to run statements submitted by May 5th

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** **TODO: Patrick create working doc for submitting agenda topics.**

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** Elections: Directors submit notice of intent to run submitted by specific date? (may avoid having to set up elections/Helios)

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** Offer to use Red Hat's conferencing system

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** Timezones: 8am -

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** **TODO Patrick poll on times.**

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** 2020 Board Elections (Patrick)

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** Board Officer elections, intent to run

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* Affiliations (Josh)

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** Linux Foundation Affiliate Agreement

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**Committee Reports**

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* Financial Committee (Josh, Tracy)

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* Draft charter: [[https:~~/~~/docs.google.com/document/d/1PgSz4RBXF5lueDBKMqXTgDZAsJJ-J6ESR4M6kLv8bRQ/edit>>url:https://docs.google.com/document/d/1PgSz4RBXF5lueDBKMqXTgDZAsJJ-J6ESR4M6kLv8bRQ/edit]]

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* License Review Committee

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* Membership Committee

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* Staffing Committee

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** Attempted to meet, but March was a write-off ~-~- understandably. Will pick up again ahead of May

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** Estimated salary for Communications Manager and Community Manager received from Tracy

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** Patrick to work with Phyllis and a consulting community manager to help draft a scope of work for Community Manager for board to approve

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** Patrick to incorporate desired roles into sponsorship prospectus

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** Next steps on Communications Manager and Executive Director TBD

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** Josh to work with Patrick on continuing to develop the Organizational Development Plan

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* Standards Committee

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** **Motion (Patrick): **Appoint Pamela Chestek as Chair of the Standards Committee

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** **Second (Josh).**

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** **Discussion:** Standards Committee: Delegated Board powers to devise and promulgate Board position on topics relating to standards. Aligns with Pam's current professional activities so she is a SME.

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** **Vote:** Yes 9, ; No 0, ; Abstain, 1 (Pam).

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* Standing Committee

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** We'll be keeping all of these meetings going forward, as they were being cancelled occasionally

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** Aim to get an agenda and "board packet" to the board at least several days ahead of our board meetings

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** Establishing standard infra for committees (mailing list, shared drive, etc), inc for Standing Committee

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**Next Board Meeting. **The next OSI board meeting is scheduled for ...

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**Meeting Adjourned**

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* **Motion (Patrick):**

* **Second (Josh).**

* **Discussion:**

* **Vote:** Yes 10, No, 0, Abstain, 0.

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* Meeting adjourned at...

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**Appendix A - Treasurer's Report

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**//All monthly reports are available on the OSI Financial Statements' wiki page at, //[[//https:~~/~~/wiki.opensource.org/bin/Operations/Financial+Statements//>>url:https://wiki.opensource.org/bin/Operations/Financial+Statements]]

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Treasurer's Report For the Month Ending As of March 31, 2020

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* Total Assets at Beginning of Period, 03/01/20: **$328,187**

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** Revenue or Sources of Funds

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*** Contributions: $826

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