Annual General Meetings/14-2

DRAFT

The 2014 special General Meeting of the OpenStreetMap Foundation was held on IRC with a physical location of 132 Maney Hill Road, Sutton Coldfield, B72 1JU, United Kingdom at 11:00 UTC on Sunday, 07 December 2014.

Present

IRC names are noted for those signed in. Not everyone present elected to sign in.

Andy Robinson was the only person to attend at the physical location.

Board Members

  • Kate Chapman (chair) (wonderchook)
  • Paul Norman (minutes) (pnorman)
  • Dermot McNally (fake_mackerski)
  • Frederik Ramm (woodpeck)

Regular Members

  • Ilya Zverev (Zverik)
  • Tom Hughes (TomH)
  • Andy Robinson (Physically present) (blackadder_SuttonColdfield_)
  • Manfred Stock (mstock)
  • Lukas Toggenburger (skorbut)
  • Sarah Hoffmann (lonvia)
  • Simon Poole (simonpoole)
  • Alan McConchie (?)
  • Meg Langley Grainger (Meggo)
  • boris mogwitz (boris_m)
  • Hiroshi Miura (miurahr)
  • Richard Weait (rweait)
  • Gregory Marler (Gregory)

Meeting Start

The meeting commenses at 11:05 UTC

Kate hands off to Paul Norman for logistics

Items being voted on

There are three items being voted on

Special Resolution 1 - Term limit (SR1)

That the articles of association of the Company shall be modified by adding to article 79 the text: “has not reached their term limit as director as set by article 80,” after “who is willing to act as a director, ” and inserting a new article 80, changing the numbering of the following articles, with the text “80. Directors are subject to a term limit of a maximum of 4 years (48 months). Should the limit be reached within 6 or less months after a scheduled election the director is required to stand down effective the

date of the election and is not eligible for re-election. If the term limit is reached during a directors term the director will stand down effective the date of the next election. Any time served as a director, including such prior to the introduction of this article will be counted towards the limit.”

Special Resolution 2 - Term limit Reset (SR2)

That if special resolution 1 is accepted the following text be added to the new article 80 “The accumulated time served against the limit can be set to zero by not serving for at least the same amount of time in one continuous block.”

Ordinary Resolution - General Meeting with Elections (OR)

The board is required to carry out a general meeting with elections within 90 days after the acceptance of this resolution. At least 45 days notice will be given of the meeting. The number of seats available will be calculated to result in 7 directors serving on the board of the Foundation after the election.

Voting

Voting was done over IRC for one person who desired to vote at the meeting instead of via proxy in advance. This took until 3:30 AM UTC to match with the published schedule.

Results

SR1 SR2 OR
Yes 60 78 42
No 48 31 60
Abstain 2 1 8
Number of votes 108 109 102
Percentage 55.6% 71.6% 41.1%

SR1 fails to reach the 75% threshold and does not pass.
SR2 is rendered moot but fails to reach the 75% threshold
OR fails to reach the 50% threshold.

Vote breakdown

Y for Yes, N for No, A for Abstain
SR1 SR2 OR Votes
A Y N 1
A Y Y 1
N N A 1
N N N 22
N Y A 1
N Y N 21
N Y Y 3
Y A Y 1
Y N A 1
Y N N 3
Y N Y 4
Y Y A 5
Y Y N 13
Y Y Y 33
Total 110

Verification

Agreement from both scrutineers.

Information from Paul: For verification proxy forms were checked against the members register supplied by the membership secretary. Emails were sent in reply to proxy forms to the email address on the register. It was not possible to check the addresses of the members as these were not supplied when requested from the membership secretary.

Paul Norman passes the floor back to Kate Chapman.

Membership addresses

Question from the floor on what reason the membership secretary gave for not giving the addresses? (Multiple people)

Kate: I'm unsure if the membership secretary is in the meeting, he has not signed in

Decision to move the question to the board meeting and minute it there

Paul: I did not receive a reason on either of my requests which were specific requests for a version with addresses why I did not get one.

Any other business

Question from the floor (Ilya): What is the process for adding items to the Board's meetings and is the board required to answer emails sent to it? (in relation to an email of 2014-03-12)

Kate says that a response will be sent to the email.

Question from the floor (Ilya): Can the Board add term limits to the agenda, even if not for the upcoming meeting? Paul: We have planning arising out of the special GM as an agenda item

End

Thanks given to Paul for organizing the vote, Andy R for hosting the physical portion, and Kate and for Paul for attending at an odd location and hours



Log

All times in PDT.

03:05 <@wonderchook> Hi Everyone, I'm opening this Special General Meeting. For those that aren't familiar I'm Kate Chapman - Current Chairperson of the OSMF
03:06 <@wonderchook> I'm going to be handing the floor directly over to pnorman as our secretary for the logistics of the meeting
03:06 -!- mode/#osmf-gm [+v boris_m] by pnorman
03:06 <@pnorman> We have three items to vote on, which will all be voted on at the same time. These are Special Resolution 1 - Term limit (SR1), Special Resolution 2 - Term limit Reset (SR2), and Ordinary Resolution - General Meeting with Elections (OR).
03:06 <@pnorman> The full text of the resolutions is available at https://lists.openstreetmap.org/pipermail/osmf-announce/attachments/20141122/c920b601/attachment-0001.pdf and will be included in the minutes.
03:06 <@pnorman> If anyone desires to vote now, please say so in IRC. You do not need to do this if you have filled in a proxy form and have not changed your mind.
03:08 -!- shaunmcdonald [~shaunmcdo@5751aa44.skybroadband.com] has joined #osmf-gm
03:08 <@pnorman> Taking the silence as a no
03:08 <@pnorman> With no new in-meeting votes we just have the directions to the chair to vote their proxy. Copying and pasting this will take a second.
03:09 <+Zverik> pnorman: I think you should remind this in half an hour, when late attendees log in
03:09 < Gregory> From the wiki "Sunday 07 December 2014 1130 UTC - in person / IRC voting closes"
03:10 <+Zverik> yes, so in 11:25 UTC
03:10 -!- peda__ [~peda@2a01:198:2eb:0:d5f2:57bf:e808:a4e] has joined #osmf-gm
03:10 <+miurahr> Could you tell me how to vote? just post here?
03:10 <@wonderchook> miurahr: if you haven't voted by proxy then pnorman will post the instructions
03:12 <+miurahr> Thanks.
03:12 -!- don-vip [~don-vip@AToulouse-652-1-276-82.w109-220.abo.wanadoo.fr] has quit [Ping timeout: 480 seconds]
03:13 <@pnorman> miurahr: did you vote by proxy?
03:13 -!- don-vip [~don-vip@AToulouse-652-1-111-32.w90-55.abo.wanadoo.fr] has joined #osmf-gm
03:13 <+miurahr> Sorry no, not voted by proxy.
03:14 -!- Tordanik [~tordanik@p4FED9F49.dip0.t-ipconnect.de] has joined #osmf-gm
03:15 <+Zverik> do we have any other items on the agenda, besides voting?
03:15 <@pnorman> No
03:16 < Gregory> Apart from the standard Any Other Business, but great if we just close the meeting and get back to lengthy e-mail threads
03:16 -!- satoshi [~nyampire@p1115-ipbf1704hodogaya.kanagawa.ocn.ne.jp] has joined #osmf-gm
03:18 <@wonderchook> has anyone else not voted by proxy and would like to vote in the meeting?
03:18 -!- Dymo12 [~Dymo12@118.69.34.206] has joined #osmf-gm
03:18 < twain47> yes
03:19 <@pnorman> If you need to vote now, please send myself, rweait and Zverik your votes as well as confirming your nick by sending it in an email to the three addresses that were used for scruitneers
03:20 <@wonderchook> vote2014@osmfoundation.org, sgm2014@weait.com, egm2014@osmz.ru are the addresses to email to confirm your nick
03:23 <+Zverik> and the voting closes in 8 minutes, so hurry
03:23 <+rweait> Would chair like CGI304 to /nick for the guest list?
03:24 -!- chair [~95feda93@shenron.openstreetmap.org] has joined #osmf-gm
03:25 -!- chair [~95feda93@shenron.openstreetmap.org] has quit []
03:25 <@wonderchook> CGI304 please if you could pick a nick that would be great and message pnroman to sign in
03:25 <@wonderchook> anyone else that hasn't registered yet, just a friendly reminder for attendance to do the same
03:25 <@woodpeck> for the avoidance of doubt, "picking a nick" means to write "/nick " followed by a self-selected nickname.
03:26 <@woodpeck> which will then change your irc name from "CGI304" to whatever you choose.
03:26 <@wonderchook> sorry, thanks woodpeck, I was drawing a blank on escape characters for the "/"
03:27 <@pnorman> For those who have just joined, we're waiting for any in person/IRC votes to arrive, and will be for 3 minutes.
03:28 < Gregory> pnorman, have you received any in-person/IRC votes yet?
03:28 <@pnorman> one
03:29 < Gregory> miurahr and twain47 both indicated a desire to vote here - If you have not done that then please say if you need help
03:30 <@fake_mackerski> According to my clock, polling should now be closed
03:31 -!- Zverik_h [~zverik@178.70.55.186] has joined #osmf-gm
03:31 < twain47> I apparently forgot to switch from associate to regular and am not eligable :(
03:31 < twain47> so, one is the limit
03:31 <@pnorman> Yes - polling is closed, we're just counting
03:31 <@woodpeck> twain47, switch now for better luck next time ;)
03:32 -!- Zverik is now known as Guest806
03:32 -!- Zverik_h is now known as Zverik
03:32 < twain47> woodpeck: ineed
03:33 -!- CGI290 [~57b3ace2@shenron.openstreetmap.org] has joined #osmf-gm
03:33 < twain47> indeed (even)
03:33 < Gregory> CGI290, it may be helpful if you write "/nick " followed by a self-selected nickname.
03:34 -!- CGI290 [~57b3ace2@shenron.openstreetmap.org] has quit [Remote host closed the connection]
03:35 <@pnorman> we have numbers that agree
03:36 < Gregory> pnorman, that's always an achievement - well done :)
03:37 <@pnorman> We have 110 votes total. For SR1 it is 60-48-2, which is a 56% majority which fails to reach the 75% threshold and does not pass.
03:37 -!- Guest806 [~zverik@178.70.60.37] has quit [Ping timeout: 480 seconds]
03:38 <@pnorman> SR2 is rendered moot but has a vote of 78-31-1 and would not have passed with 72%
03:38 <@pnorman> OR2 has a vote of 42-60-8 for 41% and does not pass the 50% threshold.
03:38 <@pnorman> For verification proxy forms were checked against the members register supplied by the membership secretary. Emails were sent in reply to proxy forms to the email address on the register. It was not possible to check the addresses of the member as these were not supplied when requested from the membership secretary.
03:38 <@pnorman> Scruitneers, does this match with what you have?
03:39 <+rweait> This matches my experience of the proxy process.
03:39 < Zverik> so basically nothing has changed, except it's established that the majority of osmf members wishes for term limits, but of a different kind
03:39 < Zverik> pnorman: yes, I've got the same
03:39 <@pnorman> Kate, back to you
03:39 < twain47> Is the vote even valid without a register of addresses to check them against?
03:39 <+blackadder_SuttonColdfield_> Can it be minuted what reason the membership secretary gave for not giving the addresses?
03:40 <+simonpoole> Zverik don't think it is fair to extend the analysis so far, a majority want term limits, but not enough to actually change the AoAs
03:40 <+rweait> Is the membership secretary in attendance?
03:40 <+almccon> Zverik, yes what simonpoole said. A majority wanted those term limits, but a supermajority did not
03:41 <@wonderchook> hi all, let's hold on a minute. (IRC makes this a bit awkward)
03:41 -!- aude_ [~filbertkm@li137-250.members.linode.com] has joined #osmf-gm
03:41 <@wonderchook> blackadder: you mean minuted in this meeting?
03:42 <@wonderchook> (just meaning it wasn't brought up here was it?)
03:42 -!- Komzzzpa [~kom@mm-71-245-57-86.leased.line.mgts.by] has joined #osmf-gm
03:42 <@wonderchook> blackadder_SuttonColdfield_ ^^^^^
03:42 < Gregory> wonderchook, I believe blackadder_SuttonColdfield_ is requesting the reason to be told here thus it will be minuted
03:43 <+blackadder_SuttonColdfield_> wonderchook: yes
03:43 -!- Irssi: #osmf-gm: Total of 34 nicks [4 ops, 0 halfops, 12 voices, 18 normal]
03:44 <@wonderchook> I'm unsure if the membership secretary is in the meeting, he has not signed in
03:44 <@wonderchook> I was unaware addresses were supposed to be/weren't released
03:45 <@wonderchook> I would suggest that be moved to the board meeting and minuted there
03:45 <@wonderchook> would that be acceptable blackadder_SuttonColdfield_?
03:45 < Gregory> can pnorman provide the reason he was given by the membership secretary or if no reason was sought
03:45 <@pnorman> I would not be releasing addresses, but they are part of the register by law.
03:46 <@pnorman> I did not recieve a reason on either of my requests specifically for a version with addresses why I did not get one.
03:46 <+blackadder_SuttonColdfield_> wonderchook: If pnorman's respones above is minuted thats fine
03:47 <@wonderchook> okay great, pnorman: you'll include that in the minutes?
03:47 <@pnorman> yes
03:47 <@wonderchook> Okay, we are done with our agenda for the this meeting. Is there any other business to be raised?
03:48 < Zverik> what is the process for adding items to Board's meetings?
03:48 <@wonderchook> I would suggest emailing the board
03:48 < Zverik> is the Board required to answer all emails sent to it?
03:48 < Gregory> twain47, asked: Is the vote even valid without a register of addresses to check them against?
03:49 <@wonderchook> technically no Zverik, but I'm not entirely sure they are required to add things to the agenda the members ask
03:49 < Zverik> (because I haven't got an answer to my 3.12 email)
03:49 <@wonderchook> it is more a part of good governance
03:50 < Zverik> okay, understood, thanks.
03:50 <@wonderchook> Zverik: yes I'm sorry I will send you a non-response to that email. (Just meaning it needs broader discussion)
03:50 <+Meggo> Given the potential import of this vote I am frankly surprised that all Board members are not present
03:50 <@wonderchook> it is the middle of the night for some board members
03:50 <@wonderchook> we are a global community
03:50 <+Meggo> Not all of them...
03:51 < Zverik> could the Board add term limits on their agenda, even if not for the upcoming meeting? I don't see any here http://wiki.osmfoundation.org/wiki/Board/Minutes/2014-12-08
03:51 <@woodpeck> well thank you pnorman for handling the vote even though it is in the middle of the night for you ;)
03:51 <@pnorman> Zverik: we have planning arising out of the special GM as an agenda item
03:52 < Zverik> pnorman: good, thanks
03:52  * blackadder_SuttonColdfield_ seconds woodpeck
03:52  * simonpoole 2nds woodpeck
03:52 < Zverik> thanks again, pnorman and wonderchook, for handling this special meeting
03:52 <@woodpeck> and for wonderchook, i don't know what your current time zone is but thank you nonetheless ;)
03:53 <@wonderchook> I'm on an airplane over the indian ocean, so I don't know either ;)
03:53 <@woodpeck> heh
03:53 <+blackadder_SuttonColdfield_> wonderchook: that would have for an interesting proof of address ;-)
03:53 <@wonderchook> I'd like to move to adjourn any other concerns please email board@osmfoundation.org
03:53 <@pnorman> seconded
03:53 <+almccon> Impressive coordination all around, then. Thanks everyone!
03:54 <@wonderchook> thank everyone, running out of laptop battery now :)
03:54 <@fake_mackerski> Have a good day, everybody!
03:54 -!- wonderchook [~wondercho@pax.operations.onair.aero] has quit [Quit: wonderchook]
03:54 -!- simonpoole [~simonpool@adsl-75-186-fixip.datacomm.ch] has left #osmf-gm []
03:55 -!- Meggo [~415e3319@shenron.openstreetmap.org] has left #osmf-gm []
03:56 -!- boris_m [~boris@fb08-lorentz.phys.chemie.uni-giessen.de] has quit [Quit: Leaving]
03:56 -!- rweait [~rweait@65.94.51.25] has left #osmf-gm []
03:56 -!- boris_m [~boris@fb08-lorentz.phys.chemie.uni-giessen.de] has joined #osmf-gm
03:56 -!- Gregory [~gregory@genld-218-147.t-mobile.co.uk] has quit [Quit: Leaving]
03:56  * blackadder_SuttonColdfield_ goes to eat the buffet he laid on ;-)
03:57 -!- boris_m [~boris@fb08-lorentz.phys.chemie.uni-giessen.de] has quit [Read error: Connection reset by peer]
03:57 <@woodpeck> oh, thank you for hosting the physical part of the meeting, blackadder_SuttonColdfield_
03:57 <@woodpeck> i almost forgot ;)