Licensing Working Group/Minutes/2021-01-14

OpenStreetMap Foundation, Licensing Working Group - Agenda & Minutes
January 14th 2021, at 20:00 UTC

Participants

• Kathleen Lu (chairing)
• Dermot McNally
• Michael Cheng
• Rory McCann (OSMF board)

Apologies

• Jim Vidano
• Guillaume Rischard (OSMF board)

Minutes by Dorothea Kazazi

Administrative

Adoption of past Minutes

• 2020-11-12 Accepted.
• 2020-12-10 Accepted.

Previous Action Items

• 2017-03-02 Simon to determine existing obligations towards sources listed on the copyright page.
• 2017-05-04 All/Simon to review import guidelines with regards to licence “approval”.
• 2018-03-08 All to look at the Working Groups collecting personal information.
• 2018-04-12 LWG to follow-up on the iD editor, as the number of changesets is now included on the changeset comments thread.
• 2019-01-10 Simon to draft text to developers of apps related to geo/mapping, having OSM in their names or using variations of our logo.
• 2019-02-14 Simon to summarise the advice regarding information requests from law enforcement and send it around.
• 2019-12-12 Simon to discuss trademark registration strategy (more countries, additional classes, etc) with lawdit
• 2020-01-09 Simon to include text about downstream produced works to the FAQ.
• 2020-03-12 Simon to send to Mateusz the link with the research by Kathleen on attribution on various apps.
• 2020-09-10 Simon to set-up call with Kathleen and our UK lawyer about trademarks.
• 2020-10-08 Jim to work on updating the privacy policy in relation to OSMF's use of a commercial CDN, and Kathleen will have a look at it.
• 2020-10-08 Simon and Guillaume to look at the translation issue of the copyright policy page.
• 2020-10-08 Simon to send his Moovit contact to Guillaume.
• 2020-10-08 Simon to send a summary of which action items need to be done.
• 2020-12-10 Guillaume to send November minutes to Dorothea.
• 2020-12-10 Guillaume to update wiki with BBB link
• 2020-12-10 Guillaume to send the action items from the board to the LWG mailing list.
• 2020-12-10 Dermot to share with the rest of the LWG a document with points from the comments on the current draft.
• 2020-12-10 Guillaume to provide board's answer on next steps for draft attribution guidelines and information on timing.
• 2020-12-10 Kathleen to email Willy Franck about GeOSM.
• 2020-12-10 LWG members to send nominations about the Software Dispute Resolution panel to the internal LWG mailing list by end of next week, with a couple of sentences on the reasons for each nomination.

Reportage

Kathleen - OpenBusinessMap update

Matter completed.

Kathleen - Japan Trademark transfer

All paperwork is ready and waiting for the rest of the Board process to complete.

Kathleen - OpenHistoricalMap status

Waiting on draft of proposed agreement.

Kathleen - GeoOSM status

Will set-up meeting.

Jim - Privacy policy update status

No update.

Formalize membership requirements

• Sign non-disclosure agreement.
• Submit short statement of interest - who you are, why you want to join, what you can help with, and any relevant experience or expertise.
• Current members vote on acceptance.

Other points mentioned

LWG size not a problem like now. Might be in the future.

Vote to formalise: Unanimous (Kathleen, Michael, Dermot)

Conflict of interest (CoI) policy

• Attorneys have specific ethical obligations regarding conflicts specified by their bar associations.
• Board members have duties under UK law.

Past CoI: Jim with OpenStretCam and trademark.

Other points mentioned

• Each jurisdiction has their own rules. Difficult to describe the whole scope. Reaffirm to adhere to CoI rules bound.
• Everyone has CoI rules.
• Employers - Code of Conduct issue.
• Some CoI policies automatically disqualify people from discussions. We shouldn't be so prescriptive.
• Attorneys have specific ethical obligations regarding conflicts specified by their bar associations
• Board members have duties under UK law
• Non-lawyers on LWG to be bound by default CoI for WGs.

Response from Australia (forwarded from Simon)

Has communication received from Australia been sent to Microsoft?

Action item: Kathleen to forward communication to Microsoft.

Attribution Guidelines

• The board hasn't identified an attorney yet.
• No time to consolidate question but a competent attorney should be able to take a list of questions coming from different people and produce a comprehensive memo.
• Level of urgency suggested in previous meeting does not matches tone of email to LWG.

On lack of communication from the board

• Not enough communication from the board on timeline and details.
• The tone of the last email from the board suggested that the board was prepared to send a list of questions to the attorney at the next board meeting, but no outside counsel has been selected, so the level of urgency on the email does not match the speed that the board is moving.
  • Board decision in December to start talking to lawyer in January.
• The follow-up to the pro-bono lawyer's answer was not provided to the LWG.

Apology on the reduced communication from the board's side.

Suggestion
Increased communication by the board to avoid perception that the LWG is losing its remit, which is shared by Michael and Simon.

On the feedback of the pro-bono lawyer

Impression of some LWG members that:

• pro-bono lawyer answered the board's questions, not going into a lot of detail.
• the board did not like the answers.

On lack of trust

• There seems to be a lack of trust between the board and the LWG.
• The board asked a lawyer and didn't like his answer and it feels like the board is shopping around.
  • His answer was confusing and he's currently sick.
  • It doesn't seem that you have checked if he's better or offered to pay him or communicated all of these to LWG.

Suggestion: Board communication to be more transparent and honest.

Other points mentioned

• That the board believes that Simon's draft, commented by Kathleen and Michael, won't be accepted by the community.
• Aren't instructions by the board to LWG to find a lawyer that will support what the board believes are the wishes of the community?

On asking new outside counsel

• Seeking new counsel without explanation gives the perception that the board seeks a different answer, because they didn't like the answer of the pro-bono lawyer.
  • Comment that the plan to seek new counsel was because the pro-bono lawyer was ill in ~ November and the board did not think he answered the questions. The board still doesn't know if he has gotten better. Agreement that the board could have emailed the lawyer and enquired about his health during the past months.
• It is not unusual for a client to shop around for the answer they want/defensible answer.
• Lack of detail that the LWG has received on the process of seeking outside counsel.
• Nothing wrong with asking the opinion of two counsels at the same time, see where they agree, and differences.

Other points mentioned

• The board hasn't communicated to LWG about its wish to ask more questions to pro-bono counsel. The LWG could have suggested framing so that the request is not overly burdensome (e.g. by pairing it with an offer to pay).
• There didn't seem to be a connection between the fact that the pro-bono lawyer was sick (which was a couple of months ago), and finding new counsel.

Suggestions

• The board to provide more detail and to communicate regularly with the LWG about this process.
• Pay Francis (OSMF pro-bono lawyer).

Regarding pro-bono lawyer's health

• In October the pro-bono lawyer's boss said he was sick and he'll probably be better in a few weeks. He emailed the board a few weeks later regarding a different issue, but said he was still ill.
  • Comment that it would be good if the board had asked to be contacted when he's well again.

On seeking objective truth

• A lot of debates and discussions based on objective truth. If the board just seeks the arguments that will support the answer it wants, we will move faster.
• It is ok to seek the one aligned with the opinion you want.
• Seeking objective truth will get qualified answers.

Asking the question in objective way will not get the answer.
Clear expectations articulated on last LWG-board meeting.

Suggestion
Inform the outside counsel which position the board wishes to support and ask what arguments can be used and what are the counter arguments.

Other point mentioned
Perception that the LWG is losing its remit.

Request by LWG to the board, to be informed

• after the 15 January board mid-month meeting about what was discussed and any plans or decision made.
• about the follow-up questions that have been sent to Francis.
• the questions that the board will ask the outside counsel.
• about the board's decision on whether it will continue with Francis or hire outside counsel.
• anticipated timeline for selection of outside counsel.
  • if the board is going to decide/vote on the selection of the outside counsel at a particular meeting, make that known.
• the name and email address of the selected counsel, after signing the engament letter.
• General: any future request to LWG to be accompanied by a deadline and an explanation for the deadline.

Action items

• Guillaume to report on Board status re identification of outside counsel
• Dermot to share with the rest of the LWG a document with points from the comments on the current draft.
• Kathleen to share questions to outside counsel
• Other members to share their questions with outside counsel

Next Meeting

11 February 2021 20:00 UTC on BigBlueButton