2020-07-10

Last modified by Thierry Carrez on 2021/10/28 16:33

July 10, 2020

Meeting called to order (quorum):

  • July 10 2020, 15:04 UTC
  • Paused at 16:00 UTC, resumed at 16:06 UTC
  • Paused at 17:06 UTC, resumed at 17:11 UTC
  • Adjourned at 17:59 UTC.

Attendees

Board Members (10)

  • Josh
  • Chris
  • Deb
  • Italo
  • Pam
  • Hong
  • Elana
  • Tracy
  • Faidon
  • Megan

Guests

  • None

Expected, but Not Present

  • None

Sent Regrets

  • None

Officer Reports

Secretary's Report (Chris Lamb)

  • Second (Tracy).
  • Discussion: none
  • Vote: Yes, 10; No, 0; Abstain, 0.
  • Resolution: Passed

Treasurer's Report (Tracy Hinds)

  • Monthly Financial Report, see Appendix A
  • No discussion / questions.

President's Report (Josh Simmons)

  • Highlights of current situation and challenges
  • Temporary situation re. missing full-time GM
  • Proposal for interim GM, needing vision work for migrating away from full-time GM
  • Personal reflections and thanks

General Manager Report

N/A

Board Topics

  • Pre-motion discussion: Multiple candidates
  • Vote taken on Doodle, candidates being Deb Bryant and Elana Hashman
  • Motion (Chris): Appoint Deb Bryant as Secretary.
  • Second (Elana).
  • Discussion: -
  • Vote: Yes (9) ; No (0) ; Abstain (1):  .
  • Resolution (Motion passes):
  • Motion (Josh): Appoint Hong Phuc Dang as Chair of State of the Source Summit.
  • Second (Italo).
  • Discussion:
  • Vote: Yes (9) ; No (0) ; Abstain (1).
  • Resolution (Motion passes):

Board Action Items

  • A list of open issues assigned to the board and/or board directors with current items and status:
  • Action items not up-to-date so not discussed.

Committee Reports

* General thanks to all commitees from President

License Committee

  • * No licenses submitted and limited discussion on-list
  •  

Standards Committee

  • Question re. updates call mentioned in Newsletter (from Simon to stakeholders, scheduling tbd)
  • Question and discussion on expansion beyond activities in the European Union. Request for improved communication regarding the leverage from EU/EC-centric work.

Communications Committee

  • No meetings yet.
  • Document shared with Board re. monitoring of media. Encloses plan to provide weekly summary of relevant topics to avoid OSI always being responsive to news, rather than proactive.
  • Overview of Communications DIrector proposal.
  • Request to see Charter of Communications Committee

Membership Committee

  • Update on Membership Survey: 55 responses received (6% response rate individual, 10% organisation). Full report pending approx next week (13 July) with pull quotes, summaries, etc. to provide input to upcoming vision work.
  • Suggestion to re-use identical surveys in future for comparison; all documentation has been archived for this.

 * OpenUK as affiliate:

  • * Preliminary notes regarding previous attempt at vote re. OpenUK membership's system and timing of the vote itself (between board meetings).
  • Motion (Elana): Approve OpenUK as an OSI Affiliate Member (see Appendix D)
  • Second (Italo).
  • Discussion: 
  • Vote: Yes (9) ; No (0) ; Abstain (1, Chris).
  • Resolution: (Passes)

Finance Committee

  • Update regarding the timing of future budgets
  • Motion (Tracy): Accept Directors and Officers (D&O) and Liability Insurance offers as submitted in Board packet for July 2020 Board meeting.
  • Second (Elana).
  • Discussion: Annual premium D&O $3,126. More details in email from Phyllis (June 18). Need to update location for home of GM.
  • Vote: Yes (10) ; No (0) ; Abstain (0) .
  • Resolution: Passes
  • Budget
  • Future iterations of budget likely to feature presentations
  • Motion (Deb): Approve 2020 budget as submitted in Board packet for July 2020 Board meeting.
  • Second (Megan).
  • Discussions:
  • comparison to potential scenarios.
  • Implications of budget on reserves ("4 months")
  • Confidence and therefore timeline of filling our open positions (Interim General Manager & Community/Communications Manager)
  • Vote: Yes (10) ; No (0) ; Abstain (0)
  • Resolution: Passes.

Staffing Committee

  • Clarification on our confidence on filling the position
  • Question if candidate can only commit to the role for (eg.) 6 months and its impact on our longer-term hiring plans. Answer: Highly dependant on the candidate.  Not ideal, unless they can truly hit the ground running then a maybe.
  • Timeline highlighted. Question to transition GM team on their limitations and how long they can maintain the temporary, emergency situation.
  • Question raised regarding the process leading to our timeline, weighing speed against a measured approach.
  • Suggested date for offer letter sent to prefered candidate 31st July, working backwards from that.
  • Josh to prompt for responses:
  • By EOD today (2020-07-10): re. serving on panels (eg. with managerial hiring skills)
  • Recommendations and questions for candidates.
  • Discussion on the OSI's potential response to candidates asking about the history/availability of the GM role.
  •  
  • Motion (Josh): Approve the Staffing Committee to start the hiring process in accordance with the Interim GM proposal.
  • Second (Hong).
  • Discussion: Motion includes the date(s) in proposal document
  • Vote: Yes (10) ; No (0) ; Abstain (0)
  • Resolution: passes
  • Original motivation was to include GM on Board communications.
  • Motion (Josh): Clarify that Interim General Manager will not fill an ex officio seat on the Board of Directors unless an explicit vote is held to seat them as such.
  • Second (Faidon)
  • Discussion: None
  • Vote: Yes (10) ; No (0) ; Abstain (0)
  • Resolution: Passes
  • Noted 2 phases in hourly commitment from LocusPlexus to reflect OSI's change of expectations over time (page 9)
  • Rate 100 USD / hour (same as Phyllis)
  • Clarification made on invoicing approval process.
  • Contract provided by DLA Piper; differences highlighted in document.
  • Board members wishing to engage Patrick should write to Patrick and copy President andVice President(s).
  • Motion (Deb): Approve the 1 year consulting contract with LocusPlexus (Patrick Masson).
  • Second (Megan).
  • Discussion: None
  • Vote: Yes (10) ; No (0) ; Abstain (0)
  • Resolution: Passes

Standing Committee

  • Background laid out on the procedure regarding interaction between Standing Committee and Staffing Committee regarding proposals for Interim GM. Various tradeoffs discussed, especially to avoid voting approval by email.
  • Motion (Pam): Approve the Standing Committee to act on the Staffing Committee's Interim GM recommendations in accordance with the Interim GM Hiring Decision Proposal.
  • Second (Tracy)
  • Discussion: Josh commits to providing additional clarity to process post-vote, without changing meaning
  • Vote: Yes (10); No (0); Abstain (0).
  • Motion: Passes
  • On the robust recommendation of the Standards Committee
  • Renewal of previous 3 month contract. Adds a termination clause to allow both parties to walk away on short notice.
  • Motion (Pam): Approve the 6 month contract with Meshed Insights (Simon Phipps).
  • Second (Deb).
  • Discussion: None
  • Vote: Yes (10); No (0); Abstain (0).
  • Motion: Passes
  •  
  •  
  • Return to discussion on anticipated questions re. IGM (Deb)
  • Deb previously volunteered to sketch responses to anticipated questions from Interim General Manager candidates.

Next Board Meeting

The next OSI board meeting is scheduled for 14th August 2020

  • Items for board packet should be submitted by ____

Meeting Adjourned

  • Motion (Josh): Adjurn board meeting of 2020-07-10.
  • Second (Megan).
  • Discussion: 
  • Vote: Yes (10) ; No (0) ; Abstain (0)
  • Meeting adjourned at 17:59 UTC

Appendix A - Treasurer's Report

Treasurer's Report For the Month Ending June 30, 2020

  • Total Assets at Beginning of Period, 06/01/20: $328,481
  • Revenue or Sources of Funds
  • Contributions: $170,269
  • Commissions: $15,000
  • Memberships: $720
  • Interest: $3
  • Total Revenue or Sources of Funds: $185,991
  • Expenses or Uses of Funds
  • Compensation: $10,987
  • Insurance Expense: $248
  • Internet Expenses, $1
  • Legal & Professional Fees: $7,355
  • Office Expenses: $227
  • Program Service Expense: $15,000
  • Promotional Expense: $99
  • Other Expenses: $143
  • Total Expenses or Uses of Funds: $34,059
  • Change in Accounts Payable: -$1,066
  • SBA EID Loan: $150,000
  • Other: $4
  • Total Assets at End of Period, 06/30/20: $629,351

Appendix B - General Manager's Report

  • Board Alumni
  • Advocacy Circle
  • State of The Source
  • Communications
  • Memberships
  • Community
  • Investment
  • HR Development
  • Staff and Staffing

Appendix C- Working Group and Incubator Reports

ClearlyDefined

  • Report for July:

FLOSS Desktops

Open Source and Standards

Open Source Technology Management

Snowdrift:https://wiki.opensource.org/bin/download/Main/OSI+Board+of+Directors/Board+Meeting+Notes/20200710Agenda/Snowdrift%20Report.pdf

Appendix D - Affiliate Member Applications and Review

Affiliate Member Application (Non-Profit): OpenUK (https://openuk.uk/)

  1. Signed Affiliate Agreement
  1. ✓ Signed Affiliate Agreement:https://wiki.opensource.org/bin/download/Main/Communities/Affiliates/Affiliate_Status/WebHome/OpenUK_OSI_affiliate_signature.jpeg
  1. Currently recognized as a (or application submitted for) non-profit / not-for-profit (or equivalent) by the national government were organized.
  1. ✓ OpenUK is a not for profit, UK company limited by guarantee.https://beta.companieshouse.gov.uk/company/11209475
  1. Mission statement describing purpose and goals.
  1. ✓ "Our vision is to develop and sustain UK leadership in open technology. We do this through building a strong community across open in the UK and ensuring that is visible, ensuring through our legal and policy work that the UK is a great place to do open and thirdly, on education."
  1. See Articles of Assoication, page 3, "STATEMENT OF OBJECTIVES," https://openuk.uk/wp-content/uploads/2020/01/Incorporation-documents.pdf
  1. Documentation formalizing organization, e.g. by-laws.
  1. ✓ Documents of Incorporation https://openuk.uk/wp-content/uploads/2020/01/Incorporation-documents.pdf
  1. Publicly available release of a product(s) or service(s).
  1. ✓ Events: https://openuk.uk/events/
  1. ✓ Activities: https://openuk.uk/committees/ 
  1. Use of an OSI approved open source license (software development projects only).
  1. Not applicable
  1. Documented approach for participation by the public.
  1. ✓ OpenUK does not currently have a membership structure. However, OpenUK will launch a new paid supporter structure later this year. For now and going forward anyone interested in joining the OpenUK may do so by joining the appropriate mailing list.https://openuk.uk/committees/
  1. An active community:
  1. Methods for current and interested individuals/organizations to join and participate in your community
  1. ✓ Newsletters for each committee: https://openuk.uk/committees/
  1. ✓ Public may join as a Member, a Sponsor, a Friend or participate in a Committee:https://openuk.uk/participants/
  1. Active participation from multiple contributors, i.e. individuals and organizations other than founders (contributions may be other than programming/technology)
  1. ✓ Twelve board members: https://openuk.uk/about-us/openuk-board/
  1. ✓ Twenty-five committee participants: https://openuk.uk/committees/
  1. ✓ Eight "friends" (corporate and non-profits) who support the OpenUK and its mission: https://openuk.uk/participants/friends/
  1. ✓ Twelve "Partners" (sponsors), https://openuk.uk/participants/sponsors/
  1. ✓ Multiple speakers and presenters, https://openuk.uk/events-calendar/list/?eventDisplay=past
  1. References from other open source projects, ideally a current OSI Affiliate Member.
  1. ✓ Deb Bryant, Pamela Chestek, Chris Lamb, Patrick Masson, Simon Phipps,

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