Difference between revisions of "Board/Minutes/2015-06-15"

From OpenStreetMap Foundation
< Board‎ | Minutes
 
(16 intermediate revisions by 2 users not shown)
Line 1: Line 1:
<font color="red">DRAFT AGENDA</font> for the
+
<font color="red">MINUTES</font> for the
 
=OSMF Board Meeting=
 
=OSMF Board Meeting=
 
Location: Mumble, Monday 15 June 2015, 7:00 PM UTC
 
Location: Mumble, Monday 15 June 2015, 7:00 PM UTC
Line 42: Line 42:
 
===CiviCRM for Membership===
 
===CiviCRM for Membership===
 
Dave Corley has left the membership WG, formerly chair
 
Dave Corley has left the membership WG, formerly chair
Henk spoke to Jonathan Harley at sotm-us, he was going to resume work
+
Henk spoke to Jonathan Harley at sotm-us, he was going to resume work<br>
 
Dave updated planning spreadsheet (link?)
 
Dave updated planning spreadsheet (link?)
   
====SOTM US signups===
+
==SOTM US signups==
  +
  +
Estimated 50 people indicated an interest in becoming OSMF and OSM US members at SOTM US and gave their contact information.
   
Estimated 50 signups
 
 
Henk to talk to Martijn about coordinating and drafting a joint email.
 
Henk to talk to Martijn about coordinating and drafting a joint email.
   
Line 55: Line 56:
 
<blockquote>Board rules of order require that gifts or reimbursement of expenses by third parties appear in the minutes and are listed in quarterly financials.</blockquote>
 
<blockquote>Board rules of order require that gifts or reimbursement of expenses by third parties appear in the minutes and are listed in quarterly financials.</blockquote>
   
OSMF Board members attended a private event at State of the Map US with US conference sponsors, and some of the US board and HOT board. This was probably under the policy limit, but is disclosed in the interests of transparency
+
OSMF Board members attended a private event at State of the Map US with US conference sponsors, and some of the US board and HOT board. This was probably under the policy limit, but is disclosed in the interests of transparency. No precise value for the event is known.
  +
  +
Kate Chapman and Henk Hoff traveled at Apple's expense to meet them.
  +
  +
===Discussion===
  +
Need to make sure third parties offering gifts or reimbursement of expenses are aware that it will be disclosed.
  +
  +
Is there a way to keep disclosure vague, e.g. say a public company?
  +
  +
No, [[Board_Rules_of_Order#8._Gifts_and_Reimbursements|rules]] are clear.
   
 
==Publicly recording board member votes==
 
==Publicly recording board member votes==
Line 70: Line 80:
   
 
Proposed change: Change "If votes are taken, the minutes will contain a tally of votes." to "If votes are taken, the minutes will contain the board member votes."</blockquote>
 
Proposed change: Change "If votes are taken, the minutes will contain a tally of votes." to "If votes are taken, the minutes will contain the board member votes."</blockquote>
  +
  +
===Discussion===
  +
  +
Not a good idea based on how community latches on to things and board's history of fighting.
  +
  +
People attack individual board members on the mailing list and we haven't always been cohesive.
  +
  +
Making the vote total provides a lot of clarity on how the discussion went and making clear who voted what doesn't help unity.
  +
  +
Defer for 6 months?
  +
  +
Makes the board like a parliament, but it isn't one. Transparency of how decisions are made, not the result is more important.
  +
  +
Not happy with the idea of putting names and numbers to each vote. Recent history has shown this will turn out in not very pleasant outcomes.
  +
  +
===Vote===
  +
2 for, 4 against, no abstains. Paul on record as supporting.
   
 
==Board observers==
 
==Board observers==
This item is deferred from previous meetings, and requested by members.
+
<blockquote>This item is deferred from previous meetings, and requested by members.
   
 
People would like to either observe public portions of our meetings or listen later.
 
People would like to either observe public portions of our meetings or listen later.
Line 78: Line 105:
 
There are no technical barriers to either option.
 
There are no technical barriers to either option.
   
This would not be expected to increase secretary workload.
+
This would not be expected to increase secretary workload.</blockquote>
   
  +
Some boards have completely public meetings and some completely closed, and some in-between.
==Hiring paid admin help==
 
   
  +
Look for a couple of items in the next weeks that can be done in a public meeting.
What are the next steps? F2F consensus was to start small, look for someone working between 8 and 16 hours a week from home, taking on small tasks at first. Gunner had recommended strong involvement of osmf-talk.
 
   
  +
Intend to make a meeting in the near future public, Paul to coordinate with HOT as we’re using their mumble and they have experience.
Suggestion from Frederik:
 
   
  +
==State of the Map working group==
<blockquote>
 
  +
Proposal received from SOTM WG member to disband SOTM WG and restart it, retaining Rob as chair.
Set a job description and remuneration now and declare the whole thing a "6 month pilot scheme" after which we'll review whether it has helped or not. The temporary nature will help to defuse criticism. Then agree (within board) on the process we will use to select a candidate and whom they will be reporting to. Then start spreading the offer in OSM and look for a suitable person.
 
</blockquote>
 
   
  +
Other SOTM WG members disagreed with proposal.
==AGM 2015==
 
   
  +
Kate spoke to Rob (SOTM WG chair). He disagrees that the WG should be disbanded.
We need to decide when and how to hold our next AGM.
 
   
  +
Concern raised about how to get more people involved with fundraising experience.
At the next election there shall be at least two retirees, one of whom is Henk and the other is one of Oliver, Dermot, or Kate. (AoA 33-34). Absent one of these three deciding to retire, it shall be randomly selected.
 
   
  +
Conversation took place Monday at Samsung/Mapzen event with Kate, Kathleen, Randy, Alyssa.
Additional board members may decide to retire.
 
   
  +
Discussion on if full-time help (secondment or directly paid) is necessary.
Suggestion of an online-based AGM in Autumn.
 
   
  +
Osgeo conference is looking at needing paid staff after their portland conference and the work required.
===Corporate membership fee changes===
 
s24 of the AoAs requires that any membership fee changes be approved by a general meeting.
 
   
  +
Concern from some about disbanding WG over objections of current and future chair.
===Term limit for board members===
 
   
  +
Concern about disbanding WG based on allegations which aren't being shared with the board.
===Questions for Francis===
 
If we have no further comments, we could send these questions as-is.
 
   
  +
Proposal: The board supports Rob as chair of the SotM WG which includes enforcing the code of conduct and adding, removing and recruiting members to help make State of the Map a success.
====Easier ways for voting in advance without physically meeting====
 
<blockquote>What is the easiest and most convenient way for us to have our members pass a resolution, taking into account that we may not be able to physically meet and want to enable as many people as possible to participate. What AoA changes could make such resolutions easier? Same for board elections.
 
   
  +
Proposal accepted
Does 322A of Companies Act offer easier options?
 
</blockquote>
 
   
  +
Kate to liaise with Rob from the board side.
====Proxy vote information====
 
<blockquote>
 
<blockquote>
 
My understanding is the only way we can let someone cast their vote in advance is proxy voting. What are the requirements for allowing people to change their proxy, register a proxy but vote at the meeting, and anything else not generally met by typical online voting systems?
 
   
  +
==AGM 2015==
What are standard pieces of information collected to authenticate members when registering a proxy? What about associate members, which are a creation of the AoA, not the act.
 
</blockquote>
 
   
  +
<blockquote>We need to decide when and how to hold our next AGM.
We've already ruled out the "written resolutions" (Companies Act 2006
 
section 288ff) because they require a majority of *egligible* members
 
(not a majority of *participating* members like resolutions done at a
 
meeting) and are therefore too difficult to get through.
 
</blockquote>
 
   
  +
At the next election there shall be at least two retirees, one of whom is Henk and the other is one of Oliver, Dermot, or Kate. (AoA 33-34). Absent one of these three deciding to retire, it shall be randomly selected.
====Different systems for staggered board terms====
 
   
  +
Additional board members may decide to retire.
<blockquote>
 
  +
Our current system is unpredictable in that when you vote someone in,
 
  +
Suggestion of an online-based AGM in Autumn.
their term on the board is not fixed - could be 2 or 3 years, or the
 
  +
system could even be gamed to have even shorter terms. Can we find a way
 
  +
===Corporate membership fee changes===
where at the time of the election it is already clear how long the
 
  +
s24 of the AoAs requires that any membership fee changes be approved by a general meeting.
person is elected for, independent of other factors?
 
  +
  +
===Term limit for board members===
 
</blockquote>
 
</blockquote>
   
  +
Deferred, but need to start planning soon.
Is there a standard way this is handled in other organizations?
 
  +
  +
==Hiring paid admin help==
  +
Deferred.
   
 
==AOB==
 
==AOB==
  +
SOTM WG was AOB.
   
 
==Next meeting==
 
==Next meeting==
  +
Private meeting in ~3 weeks, public in ~5.
   
 
==Meeting End==
 
==Meeting End==
  +
1:44 PDT, 1h44m

Latest revision as of 06:13, 19 August 2015

MINUTES for the

OSMF Board Meeting

Location: Mumble, Monday 15 June 2015, 7:00 PM UTC

Participants

Board members

  • Kate Chapman (chair)
  • Paul Norman (minutes)
  • Frederik Ramm
  • Henk Hoff
  • Kathleen Danielson
  • Dermot McNally

Guests

Not Present

  • Oliver Kühn

Administrative

Previous minutes

http://wiki.osmfoundation.org/wiki/Board/Minutes/2015-05-09

Approved

Circular Resolutions

None passed since last meeting.

Previous action items

2015-02-16: Kathleen to let the SOTM-WG know we're defining the vision of SOTM for the OSMF (Done)
2015-02-16: Kathleen to report back our SOTM discussion in a way that captures the nuance of what was covered and allows for continued conversation (Done)
2015-02-16: Henk to find board members to peruse each 2015 goal
2015-04-03: Kate to follow up on non-public matter. (Done)
2015-04-03: Kathleen to draft advisory board proposal
2015-05-09: Henk to have plan by next meeting for moving forwards and any costs for customizing CiviCRM
2015-05-09: Kate to set up Loomio (Done)

Advisory board

Kathleen to work with Kate to have something for next meeting

CiviCRM for Membership

Dave Corley has left the membership WG, formerly chair Henk spoke to Jonathan Harley at sotm-us, he was going to resume work
Dave updated planning spreadsheet (link?)

SOTM US signups

Estimated 50 people indicated an interest in becoming OSMF and OSM US members at SOTM US and gave their contact information.

Henk to talk to Martijn about coordinating and drafting a joint email.

See if SOTM US organizers are sending a follow-up email and if we could have something in that about joining OSMF. Probably open to it. Henk to coordinate.

Gifts

Board rules of order require that gifts or reimbursement of expenses by third parties appear in the minutes and are listed in quarterly financials.

OSMF Board members attended a private event at State of the Map US with US conference sponsors, and some of the US board and HOT board. This was probably under the policy limit, but is disclosed in the interests of transparency. No precise value for the event is known.

Kate Chapman and Henk Hoff traveled at Apple's expense to meet them.

Discussion

Need to make sure third parties offering gifts or reimbursement of expenses are aware that it will be disclosed.

Is there a way to keep disclosure vague, e.g. say a public company?

No, rules are clear.

Publicly recording board member votes

Many members are requesting that board votes have how members voted recorded for publicly minuted items.

Survey of other open data/geospatial organization practices

Changing this would mean changing the rules of order.

Proposed change: Change "If votes are taken, the minutes will contain a tally of votes." to "If votes are taken, the minutes will contain the board member votes."

Discussion

Not a good idea based on how community latches on to things and board's history of fighting.

People attack individual board members on the mailing list and we haven't always been cohesive.

Making the vote total provides a lot of clarity on how the discussion went and making clear who voted what doesn't help unity.

Defer for 6 months?

Makes the board like a parliament, but it isn't one. Transparency of how decisions are made, not the result is more important.

Not happy with the idea of putting names and numbers to each vote. Recent history has shown this will turn out in not very pleasant outcomes.

Vote

2 for, 4 against, no abstains. Paul on record as supporting.

Board observers

This item is deferred from previous meetings, and requested by members.

People would like to either observe public portions of our meetings or listen later.

There are no technical barriers to either option.

This would not be expected to increase secretary workload.

Some boards have completely public meetings and some completely closed, and some in-between.

Look for a couple of items in the next weeks that can be done in a public meeting.

Intend to make a meeting in the near future public, Paul to coordinate with HOT as we’re using their mumble and they have experience.

State of the Map working group

Proposal received from SOTM WG member to disband SOTM WG and restart it, retaining Rob as chair.

Other SOTM WG members disagreed with proposal.

Kate spoke to Rob (SOTM WG chair). He disagrees that the WG should be disbanded.

Concern raised about how to get more people involved with fundraising experience.

Conversation took place Monday at Samsung/Mapzen event with Kate, Kathleen, Randy, Alyssa.

Discussion on if full-time help (secondment or directly paid) is necessary.

Osgeo conference is looking at needing paid staff after their portland conference and the work required.

Concern from some about disbanding WG over objections of current and future chair.

Concern about disbanding WG based on allegations which aren't being shared with the board.

Proposal: The board supports Rob as chair of the SotM WG which includes enforcing the code of conduct and adding, removing and recruiting members to help make State of the Map a success.

Proposal accepted

Kate to liaise with Rob from the board side.

AGM 2015

We need to decide when and how to hold our next AGM.

At the next election there shall be at least two retirees, one of whom is Henk and the other is one of Oliver, Dermot, or Kate. (AoA 33-34). Absent one of these three deciding to retire, it shall be randomly selected.

Additional board members may decide to retire.

Suggestion of an online-based AGM in Autumn.

Corporate membership fee changes

s24 of the AoAs requires that any membership fee changes be approved by a general meeting.

Term limit for board members

Deferred, but need to start planning soon.

Hiring paid admin help

Deferred.

AOB

SOTM WG was AOB.

Next meeting

Private meeting in ~3 weeks, public in ~5.

Meeting End

1:44 PDT, 1h44m