2020-05-11 - XWiki

**[[https:~~/~~/wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20200410_Board_Minutes>>url:https://wiki.opensource.org/bin/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20200410_Board_Minutes]]**

33

Second (Chris).

34

Discussion:** Formatting was lost when transcribed to xwiki. Pam modified.

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**Vote: Yes 7, ; No, 0; Abstain, 1.**

36

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**Treasurer's Report (Hong)**

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* Monthly Financial Report, see Appendix A

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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]]

41

* 2020 Budget: [[https:~~/~~/docs.google.com/spreadsheets/d/1a9GyqThpH1ebXM01qEvUdipL0tvWtsFeyq3E7-Q2jOE/>>url:https://docs.google.com/spreadsheets/d/1a9GyqThpH1ebXM01qEvUdipL0tvWtsFeyq3E7-Q2jOE/]]

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* Renewing, Engineering ($6,000); New, Bloomberg ($25,000 to ClearlyDefined, minus $2,500 administrative fee to OSI); new lead SAP ($30,000 x3)

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* Open Source Technology Management. Winter Semester ($1,131.20)

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* Zenefits, reduced cost $360, added HR support/services.

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**President's Report (Josh)**

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* [[https:~~/~~/bit.ly/2znxNOU>>url:https://bit.ly/2znxNOU]]

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**General Manager Report**

See Apendix B below.

Monthly Report

* Full report, see Appendix B, [[https:~~/~~/bit.ly/2WEfWLF>>url:https://bit.ly/2WEfWLF]]

57

* European Commission, “What is Open Source”

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* L-R and L-D Technical Writer contracted and reports published.

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* Conflict of Interest declarations.

60

* D&O insurance: application to CIMA (same provided as PSF) submitted.

61

* 22K from PPP, necessitates return of 2K from SBA

62

* Capacity and resources now affecting communications, fundraising, community.

63

* Open Development Director position

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* Operations Assistant

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* Controller, weekly meetings.

66

* New Kind Branding and Marketing In-Kind Sponsorship

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* [[https:~~/~~/wiki.opensource.org/bin/download/Main/OSI+Board+of+Directors/Board+Meeting+Notes/2020SF2FAgenda/NewKindProposal.pdf>>url:https://wiki.opensource.org/bin/download/Main/OSI+Board+of+Directors/Board+Meeting+Notes/2020SF2FAgenda/NewKindProposal.pdf]]

68

* New OSI Prospectus completed

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* [[https:~~/~~/wiki.opensource.org/bin/download/Main/OSI+Board+of+Directors/Board+Meeting+Notes/2020SF2FAgenda/2020PerspectusTemplate.pdf>>url:https://wiki.opensource.org/bin/download/Main/OSI+Board+of+Directors/Board+Meeting+Notes/2020SF2FAgenda/2020PerspectusTemplate.pdf]]

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* OSIdeas

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* [[https:~~/~~/docs.google.com/document/d/1j-9xrJOQ415Nw6_4EuV_dAzRmj8gwtRXaJ2XiIJ_VsE/edit>>url:https://docs.google.com/document/d/1j-9xrJOQ415Nw6_4EuV_dAzRmj8gwtRXaJ2XiIJ_VsE/edit]]

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* State of The Source

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* [[https:~~/~~/docs.google.com/document/d/1cgR3ggwuPbfD8jAmG5Kc3xBwIRMDdsnY_UHjCDrHtHU/edit#heading=h.t4yx77rbbs5v>>url:https://docs.google.com/document/d/1cgR3ggwuPbfD8jAmG5Kc3xBwIRMDdsnY_UHjCDrHtHU/edit#heading=h.t4yx77rbbs5v]]

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* Sustain, and FLOSS for Science Podcasts

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* Certification marks: Use of OSI Approved Open Source License for Github README files.

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* Comunications

77

** 5 blog posts (18,012 reads)

78

** 11 CiviCRM Mailings (5892 total opens, 962 click-through: 16.3%)

79

** 8 Mailman posts, 39 inqueries

80

** LinkedIn (Italo)

81

** 340 Tweets, 1.3M impressions (43K/day), 0.6 Engagement, 1.8K (59/day) Link Clicks, 720 Retreats

82

** Conferences

83

*** All Things Open: OSTM course

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*** Educause conference: OSTM course, OSPO in EDU

85

*** OSCON, Impact XM

86

* Memberships

87

** April new, 13; renew, 31; YTD new, 201; renew, 152; total 353; Current 649

Operations

* GM (Masson) Activity Log: [[https:~~/~~/wiki.opensource.org/bin/XWiki/Masson_work>>url:https://wiki.opensource.org/bin/XWiki/Masson_work]]

**Board Topics**

Board Action Items

* 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]]

Open Agenda Review

Officer Elections - Patrick

* Nominations:

** President: Josh

** Vice President: Hong

107

** CFO: Tracy

108

** Asst. Treasurer: Megan

109

** Secretary: Patrick

110

** Asst. Secretary: Chris

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*** **MOTION (Patrick):** Accept the slate of condidates as offered.

112

**Second (Deb)

113

Discussion: **Thank you to all for your comitment and leadership

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

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Organizational Development Report and Review - Josh, Patrick, and Tracy

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[[https:~~/~~/docs.google.com/presentation/d/1ipOooUdfRucELTvOYDA-HanaPGN4PAGKJgrrs9_UDlM/>>url:https://docs.google.com/presentation/d/1ipOooUdfRucELTvOYDA-HanaPGN4PAGKJgrrs9_UDlM/]]

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* First half of presentation outlines the current state of the OSI.

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** Maturity initiatives describe things completed and things in flight that need continuned attention.

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** Operational capacity: understand the OSI need to continue the operational pah (policies, practices) and capacity (bandwidth to achieve goals and run org.)

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** Better leverage volunteers.

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** Advisory boards

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** Improve processes

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** Representation initiatives should be a top level prioity.

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** New Initiatives

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*** Sensitive to limits in operational capacity, however these are initaitives are focused on board/committee work.

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*** **Question**: What are we letting goof to free space for new initiatives?

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**** A broader discussion is needed to communicate the workload and an honest assesement on priorities. OSI has been over-subscribed and also limited in resources.

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*** **Comment**: Suggestion to review new initiatives so that a full assessment can be done of all, and GM can be directed in priorities.

131

* Refining the way we work (see slide 25)

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** Embrace committees, who should focus on, develop, and deliver policy for boad approval. Reduce the level of all-board business required of the board and directors.

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** Developing and communicating institutional knowledge; trust issues across board and with staff. Committee meetings and committee chair regular meetings, regular chair and gm meetings, regular (monthly) reports to board via board meeting.

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** Use OSI mailing lists for commnications: transparency, archive, continuity.

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** Committees should include charters, agenda and reposity of artifacts so they are discoverable and of reference for future committees/board.

136

** Spend time to establish expecations/roles for officer, committees, etc. helps ensure continuity acoss committees/boards.

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* Vision (see slide 26)

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** Clear on mission, murky on "vision."

139

** Scope of OSI? License review only, more...?

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** Delivering on vision? Can we be more effective?

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** Best positions to evaluate our programs and activities if we understand our vision (mission).

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** Proposal to charge committees for defining vision for their remit, collect and review, use as a benchmark to develop shared vision that can then be used to align committee visions and OSI operations.

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* Stakeholders (See slide 27)

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** Do we understand what our stakeholder need/want/value from OSI.

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** Review will help us align our work with community.

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** Role of advisory boards? Are advisory boards a way to better engage our constiuents?

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** These would be "advisory" for collecting and understanding community issues interests

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** Working groups generate an output.

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** How should the OSI enage? Surveys? Interviews?

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* Program evaluation (see slide 28)

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** Oversubscribed in our programs and operations

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** Committees should review current programs and commitments (operations), provide a benchmark (level of maturity) using CMM.

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** Once committees have submitted assessments, board will review and define changes/capacity/onging efforts in line with capacity.

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* Longterm planning (Slide 28)

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** Multi-year strategy developed through 1/2 day session: follow-up with dedicated time for planning.

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** Should help with fundraising, mission, advocacy.

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* Review of timeline for undertaking proposed approach (slide 30).

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* **Question**: Should we engage with a facilitator to help direct this work (organizational and board development).

159

* **Question**: Status of facilitator (similar to Drupal's approach).

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** Current approach was to present facilitator proposal to Standing, staffing, and financial.

161

** There may not be board-wide awareness of current plan or board vision (i.e. faciliating the above)

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** **Comment**: The transition of the board has swung from a fully working baord to governing, so a scope of work for this engagement is critical to level set both the baord and the work.

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* **Question**: Reviewing new initiatives... what is our focus? What actions from the board are needed? What boad comments/outputs are expected from the board.

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** This is an attempt to frame and the direction moving forward and the work for a possible facilitator.

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** **Comment**: we should include the resource allocations associated with programs to understand actual committment.

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** **Comment**: Develop a methodology for assessing ourselves, and prioritize. Thinks proposed is a disciplined approach. Looking forwad to next steps.

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* **TODO Standing Committee**: Meet to define next steps on "vision" (2020 and Beyond) work and present to board.

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* **QUESTION**: Is there time for board review?

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** Each committee will be tasked to review each program and submit results to full board.

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** Process will be presented to committees on process.

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* **QUESTION**: Do we need an educational committee?

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** Agree this is not currently defined. Should be clear on committee's scope of "review."

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* **QUESTION**: We need to understand role of committee, "oversight"? "review"? "policy"?

174

** We need to define the scope of authority of the committees and the roles of (board/committee) members.

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* **TO DO**: Send out an email to committees on next steps on program evaluation

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Additional discussions by Patrick (unplanned agenda items)

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* Program-based Budget

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** Clarifies the resources we have available for program areas, helps us understand when an initiative is in scope

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* Procurement policy: [[https:~~/~~/wiki.opensource.org/bin/Operations/RequestForProposals>>url:https://wiki.opensource.org/bin/Operations/RequestForProposals]]

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* Performance review

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** Based on SUNY's practices (model)

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** Evaluate performance against annual plan

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** [[https:~~/~~/docs.google.com/document/d/1cxFMEPFUwgaFnK-a7IHQS2dbYN8bITmDPVFo0tEPEIc/edit>>url:https://docs.google.com/document/d/1cxFMEPFUwgaFnK-a7IHQS2dbYN8bITmDPVFo0tEPEIc/edit]]

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** **Questions**: What is the process, what is the timeline, who is involved?

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*** Thanks chris!

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*** **Comment**: Suggestion for board to review proposed Perf. review. But ex. session for review may not be best use of time now.\\

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Committee Chartering, Review, and Assignments ([[https:~~/~~/opensource.org/organization)>>url:https://opensource.org/organization)]] - Patrick & Josh[[

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https:~~/~~/docs.google.com/document/d/1ibdiZzxUXTYH_b-O7eNPUKDgr5PwRPHjxIVyGM8GamY/>>url:https://docs.google.com/document/d/1ibdiZzxUXTYH_b-O7eNPUKDgr5PwRPHjxIVyGM8GamY/]]

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* Charter Fin. and Comms committee.

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* **QUESTION**: Should we first define the "scope of authority" for each committee?

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** **COMMENT**: Define scope of authority for each committee, then charter committees. (Tabled to Wednesday).

Executive Session

* GM Performance Review

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* [[https:~~/~~/docs.google.com/document/d/1cxFMEPFUwgaFnK-a7IHQS2dbYN8bITmDPVFo0tEPEIc/edit>>url:https://docs.google.com/document/d/1cxFMEPFUwgaFnK-a7IHQS2dbYN8bITmDPVFo0tEPEIc/edit]]

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**Motion (Patrick): **recess meeting until Tuesday, May 12, 2020, 15:00 GMT

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**Second (Italo).**

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**Discussion: **None

205

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

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**Meeting in recess, Monday, May 11, 2020, 17:10 GMT**

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**Meeting reconvened, Tuesday, May 12, 2020, 15:00 GMT**

**Attendees**

* Patrick Masson

* Elana Hashman

* Josh Simmons

* Chris Lamb

* Hong Phuc Dang

* Italo Vignoli

* Megan Byrd-Sanicki

* Tracy Hinds

* Deb Bryant (arrive 15:15)

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* Pam Chestek (arrived 15:20)

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* Faidon Liambotis (arrived 16:05 UTC, left 17:08)

**Tuesday**

"Introducing" a Crisis Management Strategy and Manual - Italo

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* Background: Prior issues with License-Review membership management were unclear with the general public. It is difficult to find official communications on topics from the OSI, while other comments/opinons are common. This is not to criticize the OSI or its abilities around "crisis management." However we should understand that the critical messages will always be present, and the speculation will grow as any messages are created and read.

230

* Understand the need for a more comprehensive code of conduct (CoC).

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* Suggest developing standard responses to common criticims of open source software in general and the OSI operations, decisions.

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* Use existing models and experience as references. For example point to successful businesses that have used OSI Approved Open Souce Licenses to counter critisims of OSI, OSD, OSI License Review, etc.

233

* Need to be prepared for negative comments.

234

* Can use prior issues as a model for developing messaging.

235

* Should be proactive in our messaging when anticipating conflict with OSI positions, activities, etc.

236

* **QUESTION**: Should Italo begin the process for developing a communications plan / crisis management policy(?), practices (?), process(?).

237

* **TODO**: Patrick to send Italo links to mailing lists around prior issues.

238

* Typically a communications manual is developed to define policy(?), practices (?), process(?).

239

* **TODO**: Italo to share general resources with Board to help explain scope, approach, practices, etc.

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* **COMMENT**: OSI should identify areas that need specific help / additional resources to address public perceptions.

241

* The communications job description and scope of work have been reviewed and a consultant (agency) is prefered.

242

* Agency has broader resources (language)

243

* An agency can also monitor current themes, converstations, opinons, emerging issues, topics, etc.

244

* A technical and strategic writer is also something the OSI should consider.

245

* Some examples of public perception has been collected on the OSI LinkedIn page.

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Changes to Open Source License Approval Categories - Pam

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* **Motion (Pam): **Enter Executive Session (15:32 GMT.)

250

**Second (Patrick) **

251

**Discussion:** None

252

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

253

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* **Motion (Pam): **Exit Executive Session (15:59 GMT.)

255

**Second (Patrick) **

256

**Discussion: **None

257

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

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* **Montion (Pam): **Authorize Pam to move forward with a proposal for a working group to review of the License Review Process.

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**Second (Patrick) **

261

**Discussion: **None

262

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

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Open RFPs, and Positions - Patrick

265

266

* Positions to backfill Nick:

267

** Background: Nick stepping down for Director of Development

268

** Patrick sent out job role / scope of work

269

** Compensation for Nick previously based on commission (5% for renewals / 10% for new contacts)

270

** Noted that there was more effort involved regarding business development to further the mission of the organization generally (eg. conference attendance)

271

*** "Either/or" contracted or via payroll, due to difference audiences for the roles

272

*** Potential issues with hiring contractor in California (Phyllis)

273

*** Funding has been modelled for worst-case and others in the prospect of reduced budget.

274

*** Some potential concern with optics of using commission model.

275

** Option #1: Fundraising Consultant

276

*** [[https:~~/~~/wiki.opensource.org/bin/Main/OSI+Operations/OSI+Staff/FundraisingConsultantRFP>>url:https://wiki.opensource.org/bin/Main/OSI+Operations/OSI+Staff/FundraisingConsultantRFP]]

277

** Option #2: Director of Sustainability

278

*** [[https:~~/~~/wiki.opensource.org/bin/Main/OSI+Operations/OSI+Staff/DirectorSustainability>>url:https://wiki.opensource.org/bin/Main/OSI+Operations/OSI+Staff/DirectorSustainability]]

279

** L-R Management Tools (

280

** [[https:~~/~~/wiki.opensource.org/bin/LicenseReviewToolRequirements/>>url:https://wiki.opensource.org/bin/LicenseReviewToolRequirements/]]

281

*** **Motion (Pam):** to move forward with advertising for the above-listed roles.

282

**Seconded (Elana)**

283

**Discussion: **Per the procurement process, the next step is to "Collect recommendations for qualified candidates (consultants, service-providers, vendors, etc.)"

284

**Vote: Yes 11, No 0, Abstain 0.**

285

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ClearlyDefined (Carol)

287

288

* Carol joined X+1:32

289

* Introduction to ClearlyDefined <[[https:~~/~~/clearlydefined.io/>>url:https://clearlydefined.io/]]>

290

* Neutral tool to collate data on licensing from open source projects re. compliance

291

* OSI houses money for the project to pay contractors due to disconnect between vision and engineering resources

292

* Call for Directors to publicize the project if possible

293

* Question re. graduation fron incubator status; project is relatively mature. No objection from ClearlyDefined on change of status, but also happy with status quo with the retention of the fiscal assistance.

294

* Seving as fiscal agent is importat

295

* Contracting work etc.

296

* Question: Is the fiscal rate approriate.

297

* Carol, agreed the rate is on par with other fiscal sponsorship programs.

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Snowdrift Report (Elana)

300

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* https:~/~/drive.google.com/file/d/1fMD3Oh8zDmF_oH13suJvW9Ov1dF9aDTA/view?usp=sharing

302

* Joined in 2015, Allison Randal was board sponsor initially

303

* When Allison left they lost sponsor

304

* Beginning in Dec. 2019 Elana took over.

305

* After loss of funding, progress has been inconsistent.

306

* Have focused on launching project with a goal to become an independent non-profit.

307

* Primary work has been to define "graduation" criteria, or assess if continued work is possible.

308

* Elana has requested the creation of bylaws (currently have guiding principles), 2020 plans/goals (board formation, advisory boards, etc.), and shared specific requests of OSI (lawyer to help draft bylaws, non-profit incorporation~-~-ideally a co-op. Grant writing, sponsorship leads.)

309

* Elana gave Snowdrift a one year deadline/timeline to resolve open issues, with mid-year check-in.

310

* **QUESTIONS**:

311

** Is this approach appropriate?

312

** What resources can we provide?

313

** What is the goal of the incubator projects?

314

** There are background documents on history of incubator projects: https:~/~/wiki.opensource.org/bin/Main/Open+Source+Initiative+Working+Groups/Characteristics+of+OSI+Working+Groups/

315

** **QUESTION**: Does this project have a future with the OSI?

316

** Do we have the guidelines and criteria in place to make these decisions, and how we can help.

317

* **TODO**: Patrick to follow up with DLA Piper around scope of services we can provide.

318

* **TODO:** Elana to share [[incubator project criteria>>doc:Main.Open Source Initiative Working Groups.Characteristics of OSI Working Groups.WebHome]] and set expectations around the resources OSI can provide.

319

* **TODO:** Elana to set deadline for revisiting incubation in 6 months (September 2020) rather than 12 (March 2021).

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Incubator Program Discussion - Tracy

322

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* [[https:~~/~~/wiki.opensource.org/bin/Main/Open+Source+Initiative+Working+Groups/>>url:https://wiki.opensource.org/bin/Main/Open+Source+Initiative+Working+Groups/]]

324

* **QUESTION**: Apply discovery around snowdrift to inform future Incubator efforts/program as well as Snowdrift.

325

* **TODO**: Elana to develop assessment of of incubator project program.

326

* Link provided to historical documentation to help understand current status. [[https:~~/~~/wiki.opensource.org/bin/Main/Open+Source+Initiative+Working+Groups/>>url:https://wiki.opensource.org/bin/Main/Open+Source+Initiative+Working+Groups/]]

327

* Need to identify the current "owner" of the incubator program.

328

* Agree there should be a resolution

329

* **RESOLVED**: The board would like a six month timeline for graduation and to share a list of operational resources.

330

* **Motion (Josh): **Recess until to Weds. May 13 2020 15:00 GMT** **

331

**Second (Patrick)**

332

**Discussion: **Per the procurement process, the next step is to "Collect recommendations for qualified candidates (consultants, service-providers, vendors, etc.)"

333

**Vote: Yes 11, No 0, Abstain 0.**

334

335

(((

336

**Motion (Patrick): **recess meeting until Wednesday, May 13, 2020, 15:00 GMT

337

**Second (Italo).**

338

**Discussion: **None

339

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

340

)))

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**Meeting in recess, Tuesday, May 12, 2020, 17:25 GMT**

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**Meeting reconvened, Wednesday, May 13, 2020, 15:00 GMT**

**Attendees**

* Patrick Masson

* Elana Hashman

* Josh Simmons

* Chris Lamb

* Hong Phuc Dang

* Italo Vignoli

* Megan Byrd-Sanicki

* Tracy Hinds

* Deb Bryant

* Pam Chestek

* Faidon Liambotis

* Phyliss Dobbs (guest, 0.1-0.5)

360

* Simon Phipps (guest, 0.5 -> )

361

362

Controller's Report (Phyllis Dobbs, OSI Controller)

363

364

* [Phyllis leading via screen sharing, also shared via Google Doc "OSI Budget_2020"]

365

* P&L Detail tab

366

* Top-line revenue can be misleading, as some funds are running through our balance sheet but are not "ours".

367

* Budget decrease ($250 decline) due to ClearlyDefined funding.

368

* Using a conservative approach for both individual and corporate sponsorship to pandemic: projecting 163K

369

* $30,000 of 2019 revenue based on admin fees for fiscal sponsorship

370

* $2K increase in [?]

371

* Discussion re. comparison of a .25 FTE staff re. renumeration based on commission

372

* Revenue via ClearlyDefined commission may approximate previous year(s); Bloomberg money received, but others possible

373

* Travel & entertainment reduced this year (eg. this meeting not happening in person)

374

* Negative net income appears high, but like top-line revenue can be misleading due to balances that are "not ours" fluctuating (esp. ClearlyDefined)

375

* Programme areas tabs (eg. Advocacy & Awareness, Education, etc)

376

* Some missing values and, for example, "State of the Source" does not have any directed giving (see wider discussion re. directed giving) so will appear as having zero income.

377

* Assuming "a little travel later in the year" but conference budget lowered.

378

* **Question** re. zero revenue associated of State of the Source conference given that they will very likely have sponsors. This is being handled in the general "Fundraising". Related question re whether we are or will seek said sponsorhips; yes.

379

* Overview given of "Licensing and Policy" re. revenue and costs. Has been adjusted post-Covid travel situation.

380

* **Question** re. potential revenue from Standards work; sponsors not being targeted in a dedicated sense and/or invoices pending, but may result in revenue.

381

* **Question** re. directed giving; prefer to reach out to sponsors and address many areas of OSI's activities to avoid this. Targetted giving is problematic as funds do not have freedom in light of OSI's changing priorities, but this may not be ideal from sponsors' points of view.

382

* Discussion re. healthy cash reserves - budget documents five months of runway [possibly to be re-raised in next section]

383

384

Standards and CONSUL (Simon Phipps)

385

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* Simon joined ~~0.5, sharing presentation slides "Advocating For Open Source In The Standards World":

387

* Standards report: [[https:~~/~~/docs.google.com/presentation/d/1iQlZXyTyz-5r1pxEBCMIZ7XFumzftjOV_88YjLRb0yo/edit#slide=id.g777e97eaac_0_11>>url:https://docs.google.com/presentation/d/1iQlZXyTyz-5r1pxEBCMIZ7XFumzftjOV_88YjLRb0yo/edit#slide=id.g777e97eaac_0_11]]

388

* Context: Framework is to bridge a gap between the 'standards' world and the rest of the Open Source community given that OSD/OSI did not restrict patents, thus making it essentially not possible to freely implement some obstensibly 'open' technologies.

389

* Some sponsors (Cisco, Juniper) joined on the basis that we would work on standards, but not as directed funds. OSI "should not be lobbying", but potential sponsors approached on the basis that OSI would be doing such work.

390

* Discussion on standards bodies. ETSI engagement due combination of trouble and ETSI's influence on EU policy. ISO engagement due to telecom industry players attempting to create a "negative perspective of open source".

391

* Discussion on other open standards co=operation with other organisations (IEEE, OASIS, FSFE, Open Forum Europe)

392

* OSI's Standards Working Group overview. Distinct from OSI's Standards Committee. Intended for mechanism for affiliates to engage. Dicussion re problematic external organisations sponsoring to bolster their image.

393

* Question re. involvement with ECMA. Some capacity to engage given running down of ETSI, no specific problem areas mentioned.

394

* Many other standards groups are engaged with an eye on OSI's interests via our affiliates and member projects (IEEE)

395

* **CONSUL**: [[https:~~/~~/wiki.opensource.org/bin/download/Main/OSI+Board+of+Directors/Board+Meeting+Notes/2020SF2FAgenda/CONSUL.txt>>url:https://wiki.opensource.org/bin/download/Main/OSI+Board+of+Directors/Board+Meeting+Notes/2020SF2FAgenda/CONSUL.txt]]

396

** Three options: withdraw, serve on advisory board, or serve as a director on the CONSUL board.

397

* **TODO (Board):** CONSUL status and representantion to be determined through Board list discussion.

* BIO BREAK

Roles (Josh)[[

https:~~/~~/docs.google.com/presentation/d/1ipOooUdfRucELTvOYDA-HanaPGN4PAGKJgrrs9_UDlM/edit#slide=id.g851c5786c7_3_16>>url:https://docs.google.com/presentation/d/1ipOooUdfRucELTvOYDA-HanaPGN4PAGKJgrrs9_UDlM/edit#slide=id.g851c5786c7_3_16]]

402

403

* Draft of roles presented to board for consideration and agreement.

404

* Board wears various hats (roles) based on work undertaken, from director to volunteer.

405

* Board directors serve in governance and policy setting organization.

406

* Recognizing we are in a transition period from "working" to "governance" board.

407

* Distinction between governance role as board member and volunteet working on a project or for a program.

408

* Also consider vehicles we have to achieve goals, undertake activities: committees, working groups, advisory boards.

409

* Contined work is expected to refine and confirm these roles and expectations.

Committee Discussion

* Committee Chartering, Review, and Assignments [[https:~~/~~/opensource.org/organization>>url:https://opensource.org/organization]] - Patrick & Josh

414

[[https:~~/~~/docs.google.com/document/d/1ibdiZzxUXTYH_b-O7eNPUKDgr5PwRPHjxIVyGM8GamY/>>url:https://docs.google.com/document/d/1ibdiZzxUXTYH_b-O7eNPUKDgr5PwRPHjxIVyGM8GamY/]]

415

416

* Chartering Finance Committee

417

** **Motion (Josh)**: Charter the Finance Committee per the charter drafted with the following members, Tracy (Chair, CFO/Treasurer), Megan (Asst. Treasurer), Deb, Josh, Patrick (GM), Phyllis (Controller)

418

**Second (Faidon)**.

419

**Discussion**: Per bylaws Phyllis may be a voting member.

420

**Vote**: Yes, 11; No, 0; Abstain, 0.

421

422

* Chartering Communications Committee

423

** **Motion (Josh)**: Charter the Communications Committee per the charter drafted with the following members, Italo (Chair), Hong Phuc, Josh, Patrick (GM)

424

**Second (Tracy)**.

425

**Discussion**: Review of charter and participation.

426

**Vote**: Yes, 11; No, 0; Abstain, 0.

427

428

* Committee membership and assignments

429

** Standards Committee

430

**Motion (Josh):** Continue the Standards committee with Pam (Chair), Josh, Deb, Italo, Patrick as members and delegated board powers: to devise and promulgate Board position on topics relating to standards.

431

**Second (Elana).Discussion:

432

Vote:** Yes, 11; No, 0; Abstain, 0.

433

434

* License Committee

435

** **Motion (Josh):** Continue the License committee with Pam (Chair), Elana, Chris, Hong Phuc, Patrick as members and no delegated board powers.

436

** **Second (Deb).

437

Discussion: **Committee to prepare recommendations to the Board on license approvals and process.

438

**Vote:** Yes, 11; No, 0; Abstain, 0.

439

440

* Staffing Committee

441

** **Motion (Josh):** Continue the Staffing committee with Megan (Chair), Josh, Deb, Tracy, Faidon, Hong Phuc, Patrick as members and no delegated board powers.

442

** **Second (Chris).

443

Discussion: **Committee tasked with determining staffing needs, standardizing hiring processes, ensuring OSI has all requisite policies and resources in place to support Staff, and, when necessary, coordinate the process of hiring a Head of Staff.

444

**Vote:** Yes, 11; No, 0; Abstain, 0.

445

446

* Membership Committee

447

** **Motion (Josh):** Continue the Membership committee with Elana (Chair), Hong Phuc, Italo, Patrick as members and no delegated board powers.

448

** **Second (Elana).

449

Discussion: **To cover both Affiliate and Individual members. Responsibility for devising and supervising strategy to increase membership and to deliver value to members.

450

**COMMENT** is there work for the membership commitee? Most work is volunteer realted to taks, verus policy.

451

**Vote:** Yes, 11; No, 0; Abstain, 0.

452

453

**Committee Reports**

Financial Committee

* None provided

License Review Committee

460

461

* **Motion** (Pam): That the The PHP License, version 3.01 be approved as an Open Source Initiative Approved License in the Non-Reusable Licenses category of licenses. The OSI-Approved PHP License version 3.00 shall be moved to the “superseded” category of licenses.

462

**Second** (Chris).

463

**Discussion: **

464

**Vote: **Yes, 11; No, 0; Abstain, 0.

Membership Committee

* Summary report from 2019 to be presented by Chair (Elana)

469

** **COMMENT**: Interested in working with all affiliates to adopt open source software in their operations.

470

471

Affiliate Membership Applications

472

473

* See Appendix D - Affiliate Member Applications and Review

474

** **Motion (Patrick)**: Approve Affiliate Membership of OASIS

475

**Second (Italo).

476

Discussion:** Patrick has reviewed the supporting documenation and confirm they meet our requirements.

477

**Vote:** Yes, 11; No, 0; Abstain, 0.

Staffing Committee

* Reaching us

** Email us anytime at staffing@lists.opensource.org

483

** Shared Google Drive at [[https:~~/~~/drive.google.com/drive/folders/0APRJ853X2X_TUk9PVA>>url:https://drive.google.com/drive/folders/0APRJ853X2X_TUk9PVA]]

484

** Rolling agenda and minutes doc at [[https:~~/~~/docs.google.com/document/d/1E-xM4OQiaAqu3GLxxPCddbcjTwUgnamzxVcYiAVLsdE/edit#>>url:https://docs.google.com/document/d/1E-xM4OQiaAqu3GLxxPCddbcjTwUgnamzxVcYiAVLsdE/edit#]]

485

* Since Fall 2019 F2F, we have:

486

** Aligned on the roles we need to hire for.

487

** Prioritized those roles.

488

** Made progress on HR policies and other supporting concerns.

489

** Implemented performance reviews for staff reporting to Patrick.

490

** Begun developing performance review process for Patrick.

491

** Realigned our approach to hiring with the new procurement process.

492

** Established job descriptions and salary requirements for the next roles that need to be filled.

493

* Current Status

494

** Communications and Community Manager job descriptions are done, salary requirements estimated, now finishing Scope of Work docs and will send to board for review and approval at June meeting.

495

** Performance review process in development for Patrick, committee will take board feedback during May meeting and present a full proposal for approval in June.

496

*** Once performance review process is underway for Patrick, will develop process for evaluating contractors and the board as well.

497

** Starting a dialog about prioritization, communication, and setting expectations, deliverable is unclear but will no doubt come to full board for consideration at some point.

Standards Committee

* [[https:~~/~~/docs.google.com/presentation/d/1iQlZXyTyz-5r1pxEBCMIZ7XFumzftjOV_88YjLRb0yo/edit?usp=drivesdk>>url:https://docs.google.com/presentation/d/1iQlZXyTyz-5r1pxEBCMIZ7XFumzftjOV_88YjLRb0yo/edit?usp=drivesdk]]

Standing Committee

* None provided

**Incubator Reports**

Snowdrift

* Presented by Elana

* See Appendix C

**Next Board Meeting**

515

516

The next OSI board meeting is scheduled for. June 12, 2020

517

518

**Motion (Patrick): **Adjourn meeting

519

**Second (Italo).**

520

**Discussion: **None

521

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

522

523

**Meeting Adjourned**

----

**Appendix A - Treasurer's Report**

529

530

Treasurer's Report For the Month Ending: April 30, 2020

531

532

* 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]]

533

534

Total Assets at Beginning of Period 04/01/20: **$321,747**

535

536

* Revenue or Sources of Funds

* Contributions $344

* Commissions $0

* Memberships $1,000

* Interest $2

* Commissions $0

* Total Revenue or Sources of Funds $1,346

543

544

Expenses or Uses of Funds

545

546

* Compensation $11,174

547

* Insurance Expense $51

548

* Internet Expenses $3,183

549

* Legal & Professional Fees $6,907

550

* Office Expenses $39

551

* Travel & Entertainment $65

552

* Other Expenses -$518

553

* Total Expenses or Uses of Funds $20,900

554

555

Change in Accounts Receivable $26,131

556

557

Change in Accounts Payable -$1,895

558

559

Other $2,215 Prior period expenses rec'd in April 2020

560

561

**Total Assets at End of Period 04/30/20: $328,644**

----

**Appendix B - General Manager's Report**

567

568

* [[https:~~/~~/bit.ly/2WEfWLF>>url:https://bit.ly/2WEfWLF]]

(((

----

**Appendix C- Working Group and Incubator Reports**

ClearlyDefined

* See above.

FLOSS Desktops

* None provided.

Open Source and Standards

* See above.

Open Source Technology Management

* None Provided

Snowdrift

* See above.

----

**Appendix D - Affiliate Member Applications and Review**

)))

**Affiliate Member Application **(Non-Profit or User Community?): **Codeuino** ([[http:~~/~~/codeuino.org>>url:http://codeuino.org/]])

602

603

* Signed Affiliate Agreement: [[https:~~/~~/wiki.opensource.org/bin/download/Main/OSI+Board+of+Directors/Board+Meeting+Notes/2020SF2FAgenda/Codeuino%E2%80%8B_AffiliateAgreement2020.pdf>>url:https://wiki.opensource.org/bin/download/Main/OSI+Board+of+Directors/Board+Meeting+Notes/2020SF2FAgenda/Codeuino%E2%80%8B_AffiliateAgreement2020.pdf]]

604

605

**Qualifications:** [[https:~~/~~/wiki.opensource.org/bin/download/Main/OSI+Board+of+Directors/Board+Meeting+Notes/2020SF2FAgenda/Codeuino%E2%80%8B_Affiliate_Cover_Letter.pdf>>url:https://wiki.opensource.org/bin/download/Main/OSI+Board+of+Directors/Board+Meeting+Notes/2020SF2FAgenda/Codeuino%E2%80%8B_Affiliate_Cover_Letter.pdf]]

606

607

1. Founding documentation formalizing organization, e.g. by-laws

608

X None provided. Codeuino stated, "We don’t have our Governance setup yet. Only submitted references to Code of Conduct ([[http:~~/~~/codeuino.org/codeofconduct>>url:http://codeuino.org/codeofconduct]]) and "Join us" ([[http:~~/~~/codeuino.org/joinus>>url:http://codeuino.org/joinus]]).

609

X In addition, Codeuino refers to itself as a non-profit:

610

11. "Codeuino is a volunteer-driven non-profit, open-source, social networking organization" (Codeuino Affiliate Cover Letter)

611

11. "Codeuino is a Non-Profit Open Source Social Networking organisation" ([[http:~~/~~/codeuino.org/about)The>>url:http://codeuino.org/about)The]] OSI has not been provided an evidence that Codeuino is a non-profit. While non-profit status is not required for affiliate membership, e.g. "User Communities." the use of the term is could be misleading to visitors and contributors. Codeuino also has Open Collective account where they describe themselves as, "a volunteer-driven non-profit open source Social networking organisation."

612

1. Association memberships, partnerships, etc. (if applicable) with international, national, professional and/or affiliated organizations.

613

X Codeuino includes Women Who Code Delhi as a partner ([[https:~~/~~/drive.google.com/file/d/1QRMEQBGWqdxTlGEXlsvdSwePdts7Qyf8/view>>url:https://drive.google.com/file/d/1QRMEQBGWqdxTlGEXlsvdSwePdts7Qyf8/view]]), but only provide a solicitation from Women Who Code Delhi for support as evidence.

614

X Codeuino includes a partnership reference to JetBrains ([[https:~~/~~/drive.google.com/file/d/1ZdKYqitBkJgAc4xyqtT8yCRcgTM1Xr58/view>>url:https://drive.google.com/file/d/1ZdKYqitBkJgAc4xyqtT8yCRcgTM1Xr58/view]]), however the reference document is actually a license to use JetBrains (ironically JetBrains' use of the label "Open Source" does not align with the OSI's as it does not allow commercial use.).

615

X Codeuino includes a reference to DigitalOcean as a partnership ([[https:~~/~~/drive.google.com/file/d/1yux33PpTB4NYcTFinWxItHd2jAujaMCt/view>>url:https://drive.google.com/file/d/1yux33PpTB4NYcTFinWxItHd2jAujaMCt/view]]), which provides a one-year hosting contribution.

616

✓ Codeuino provided mentorship to students as part of Terasology's Google Summer of Code and Google Code-in ([[https:~~/~~/drive.google.com/file/d/1FvN08Pz-jPthFk_22irfW4SnQZUBoQM_/view>>url:https://drive.google.com/file/d/1FvN08Pz-jPthFk_22irfW4SnQZUBoQM_/view]]).

617

? Codeuino includes Open Collective as a partner ([[https:~~/~~/opencollective.com/donut>>url:https://opencollective.com/donut]]), however is identified on the Open Collective site as a non-profit.

618

1. Mission statement describing purpose and goals.

619

X The mission statement provided appears to be written specifically for the application and there is no evidence that the same mission statement is available publically on the Codeuino website or documentation.

620

1. Publically available release of events/activities, e.g. meetings, conferences, etc.

621

X Rather than providing evidence for events and activities, Codeuino has provided information related to "products or services" which is a requirement for non-profit organizations ([[https:~~/~~/opensource.org/AffiliateRequirements#npo>>url:https://opensource.org/AffiliateRequirements#npo]]), not user communities.

622

1. Documented approach for participation by the public.

623

X Codeuino identifies itself as a non-profit, "Codeuino is a non-profit organization" potentially misleading those who visit the site to join.

624

X The Join Us page ([[http:~~/~~/codeuino.org/joinus>>url:http://codeuino.org/joinus]]) includes, "to create, develop, design and make things" and references "projects," for example, "what software is officially part of the project, and acts as an official face of the Codeuino Project." This is more in line with the affiliate requirements of a non-profit, not a user community.

625

X Codeuino refers to itself as "a foundation" ([[http:~~/~~/codeuino.org/joinus>>url:http://codeuino.org/joinus]]). As previously noted, Codeuino does not have any of the required documentation to support that statement.

626

An active community:

627

11. Methods for current and interested individuals/organizations to join and participate in your community.

628

✓ Codeuino provides multiple channels to communicate and contribute.

629

11. Active participation from multiple contributors, i.e. individuals and organizations other than founders (contributions may be other than programming/technology)

630

? Codeuino has over 700 members on Slack, 45+ GitHub committers, and multiple Open Collective contributions. These all seem to be associated with the development of Donut, a software application, not user community activities (again highlighting that Codeuino may not be qualified for either affiliate type membership.

631

1. References from other open source projects, ideally a current OSI Affiliate Member.

632

633

**Affiliate Member Application** (Non-Profit):**OASIS** ([[https:~~/~~/www.oasis-open.org)>>url:https://www.oasis-open.org)]]

634

635

* Signed Affiliate Agreement ([[https:~~/~~/wiki.opensource.org/bin/download/Main/OSI+Board+of+Directors/Board+Meeting+Notes/2020SF2FAgenda/OASIS_AffiliateAgreement2019.pdf>>url:https://wiki.opensource.org/bin/download/Main/OSI+Board+of+Directors/Board+Meeting+Notes/2020SF2FAgenda/OASIS_AffiliateAgreement2019.pdf]] )

Qualifications

1. Currently recognized as a (or application submitted for) non-profit / not-for-profit (or equivalent) by the national government were organized.

640

✓ Currently a non-profit (EIN)

641

1. Mission statement describing purpose and goals.

642

✓The purpose of the organization is included in the bylaws: [[https:~~/~~/www.oasis-open.org/policies-guidelines/bylaws>>url:https://www.oasis-open.org/policies-guidelines/bylaws]]

643

1. Documentation formalizing organization, e.g. by-laws.

644

✓ OASIS Bylaws of 13 September 2010, available at, [[https:~~/~~/www.oasis-open.org/policies-guidelines/bylaws>>url:https://www.oasis-open.org/policies-guidelines/bylaws]]

645

1. Publicly available release of a product(s) or service(s).

646

✓ OASIS standards and specifications available at, [[https:~~/~~/www.oasis-open.org/standards>>url:https://www.oasis-open.org/standards]]

647

1. Use of an OSI approved open source license (software development projects only).

648

✓ Several projects include requirements for the use of OSI Approved Open Source Licenses:

649

Policies exist for "contributions to each TC OASIS Open Repository are subject to a declared "Applicable License," selected from the list of licenses identified below." which includes BSD-3-Clause License, MIT License, Apache License v 2.0, Eclipse Public License v 1.0 [[https:~~/~~/www.oasis-open.org/resources/open-repositories/licenses>>url:https://www.oasis-open.org/resources/open-repositories/licenses]].

650

Licenses examined on the OASIS GitHub site all included OSI Approved Open Source Licenses [[https:~~/~~/github.com/oasis-open>>url:https://github.com/oasis-open]]

651

1. Documented approach for participation by the public.

652

✓ Membership infomration: [[https:~~/~~/www.oasis-open.org/join>>url:https://www.oasis-open.org/join]]

653

1. An active community:

654

11. Methods for current and interested individuals/organizations to join and participate in your community

655

✓ How to join a technical committee: [[https:~~/~~/www.oasis-open.org/committees/join>>url:https://www.oasis-open.org/committees/join]]✓ Open projects: [[https:~~/~~/oasis-open-projects.org/projects/>>url:https://oasis-open-projects.org/projects/]]✓ Technical Advisory Groups to ISO: [[https:~~/~~/www.oasis-open.org/tags>>url:https://www.oasis-open.org/tags]]✓ Mailing lists: [[https:~~/~~/lists.oasis-open.org/archives/>>url:https://lists.oasis-open.org/archives/]]

656

11. Active participation from multiple contributors, i.e. individuals and organizations other than founders (contributions may be other than programming/technology)

657

✓ Members: [[https:~~/~~/www.oasis-open.org/member-roster>>url:https://www.oasis-open.org/member-roster]]✓ Multiple participants in working groups, technical committes, mailing lists, software development projects, etc.

658

1. References from other open source projects, ideally a current OSI Affiliate Member.

659

✓ Patrick Masson, Simon Phipps, Josh Simmons,

660

661

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