By Luca Marzo on 2019-08-16 06:54 in Board of Directors

Open Source Matters, Inc.
Full Board of Directors and Officers Meeting

Date: August 08, 2019
Time: 17:00 UTC
Total time of meeting: 45 minutes

Attendees:

Rowan Hoskyns Abrahall (President), Luca Marzo (Secretary), Jason E Rosenbaum (Treasurer), Djamel Kherbi (Director), Jason Nickerson (Director), Hugh Douglas-Smith (Director), Jaz Parkyn (Director).

Apologies:

Alexander Metzler (Vice President), Harald Leithner (Director)

Proxies:

Luca Marzo served as proxy for Harald Leithner.

Discussion outline

President

  • Books are all done for accountant to do year end. Items paid after year end but submitted before year end have been listed as liabilities at year end so that they come from last year’s budget.

  • Rowan will continue to do books until we have someone else in place.

  • Due to JWC cancellation there is a need to adjust the budget to reflect the changes and new allocations.

Treasurer

  • Let the CPA (Danielle) know we’re done with the books reconciliation (first pass) for FY 18/19. CPA to confirm our reconciliation and then review any necessary discrepancies. Once that is done, forms 1120 and 990 can filed, respectively, before the 9/15 filing deadline.

  • Chinese trademark renewal completed.

  • $9650 deposited out of EarthClass mail for BSA

  • Jason is looking for a replacement for his role.

  • Jason signed the initial meeting minutes for the Joomla Foundation.

  • Jason shared the outstanding sponsorship payments.

  • Jason shared the current bank balances.

Production Department

  • Robert Deutz has been elected Team Leader of the CMS Maintenance Team.

  • Mike Brandner has been elected Team Leader of the Documentation Team.

  • Discussed steps to prevent critical bugs in releases. We will update the test mark template on Jissues to get more information per test.

  • We are in the progress finding a Release Lead for J 4.1

  • Joomla! 3.9.11 Release Candidate created today

  • Joomla backend template still not merged.

Legal & Finance Department

  • Jason is looking for a replacement for the capital team lead.

  • Researching project management tool.

  • Jason shared updates about the Hosting Directory status.

Events Department

Operations Department

  • JED4 Sprint took place last weekend and was attended by Hugh Douglas-Smith, Jaz Parkyn, Sander Potjer, Roland Dalmulder, Robin Poort and Matias Aguirre. A huge thank you to all who attended and gave up their time to really make significant progress. Achievements from the weekend include:

    • Clean J4 compatible codebase sitting on github

    • Refined database structure

    • Great front end layout and styling

    • 100 commits across 12 pull requests

  • Going forward the JED4 development now has a very strong foundation on which to continue, it is important not to lose the momentum we gained, having a physical meeting where items could be discussed and debated was incredibly valuable. Now there are a set of tasks on github with can be worked on to continue the development.

  • Sincere thanks to everyone involved, but especially to Jaz for specs and arrangements and to Sander for organising the Dutch contingent.

Programs Department

  • Latest department meeting minutes available on the Volunteer Portal https://volunteers.joomla.org/departments/programs/reports/1077-programs-department-meeting-6th-august-2019 

  • Certification Team - development on the new exam platform is going well overall; a number of bugs have recently been discovered, but the team hopes to have these resolved shortly. Work is continuing on optimising and simplifying the Certification website.

  • Volunteer Engagement - Vikas will continue to work on defining the 3Rs (Recognition, Retention, Recruitment), team strategy, volunteer portal reports / profile and FAQ.

Secretary

  • Created the website for the Joomla Foundation at foundation.joomla.org with all the Public Records and Incorporation Documents that should be published.

  • OSM website is up to date with meeting minutes, bylaws and all the needed documents.

  • Semi-Annual Meeting. In this period we should arrange the Semi-Annual Meeting and this would be the one in which the President and Treasurer should publish the Annual Report.

  • Budget Blog Post. Many teams are asking for their budget allowance and people are questioning why the blog post about the Budget has not been published yet. 

  • I’ve been admitted to the GitHub Sponsored Teams Advisory Panel to represent Joomla and will collaborate with other projects in order to improve the methods to receive funds through GitHub.

  • Happy birthday Joomla! Joomla is turning 14 years old on August 17, 2019. A limited edition of products has been created on our Joomla Shop and will be available until the end of the month: https://community.joomla.org/the-joomla-shop.html
    Additionally a video has been created to celebrate Joomla’s birthday: https://www.youtube.com/watch?v=4NUto4IajMw
    The Board would like to thank all the people who spent time preparing for the celebration.

  • Given that the work on the incorporation of the 501(c)(3) has been completed directly by the Board, the “Incorporation Working Group” has nothing to accomplish and can be closed. 

  • Given the low number of submissions received and the lack of nominations for the Treasurer role, the deadline of the Call for Nominations for Group 1 Directors and Officers has been extended to August 10, 2019.

  • The Board discussed the recent blog post about toxicity: https://community.joomla.org/blogs/community/joomla-we-have-a-problem.html 

Other business

  • The board discussed a recent Code of Conduct report which was the first to be taken through all of the steps of the new process including a review by the Ombudsman. During this discussion and the subsequent vote, Djamel recused himself and left the meeting as he had been the initiator of the CoC and was therefore not included in its discussion.

  • Luca shared the report of the Ombudsman related to a Code of Conduct breach incident.

  • The report has been closed successfully and both parties have been notified of the results. This is the first time the board has worked through the policy and consulted the Ombudsman, setting the precedent for future cases.

Motions taken during this meeting

#2019/073 - Grant to the Joomla Foundation, Inc. a limited, non-exclusive and royalty-free license to use the Joomla trade name and/or trademarks or logo(s) in advertising and marketing materials, whether in printed or electronic form.
Proposed by Luca Marzo, seconded by Djamel Kherbi
The motion passed with unanimous consent.

#2019/074 - Close and archive the Incorporation Working Group as its mission has been completed and the new 501(c)(3) entity has been formed.
Proposed by Luca Marzo, seconded by Rowan Hoskyns Abrahall
The motion passed with unanimous consent.

#2019/075 - Accept the recommendations of the report from the Ombudsman regarding a Code of Conduct Breach Report.
Proposed by Rowan Hoskyns Abrahall, seconded by Hugh Douglas-Smith
The motion passed with unanimous consent. Djamel Kherbi did not participate in this vote to prevent any possible conflict of interest. 

#2019/076 - The Secretary proposes to adjourn the meeting.
Proposed by Luca Marzo, seconded by Hugh Douglas-Smith.
The motion passed with unanimous consent.

Motions taken offline before this meeting

#2019/072  - Approve and publish the Board Meeting Minutes.
Proposed by Luca Marzo, seconded by Jaz Parkyn.
The motion passed with unanimous consent.