Board/Minutes/2015-06-15

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DRAFT AGENDA for the

OSMF Board Meeting

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

Participants

Board members

Guests

Not Present

Administrative

Previous minutes

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

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
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
2015-02-16: Henk to find board members to peruse each 2015 goal
2015-04-03: Kate to follow up on non-public matter.
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)

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.

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."

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.

Hiring paid admin help

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.

Suggestion from Frederik:

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.

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 fee schedule changes

Term limit for board members

Questions for Francis

If we have no further comments, we could send these questions as-is.

Easier ways for voting in advance without physically meeting

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.

Does 322A of Companies Act offer easier options?

Proxy vote information

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?

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.

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.

Different systems for staggered board terms

Our current system is unpredictable in that when you vote someone in, 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 where at the time of the election it is already clear how long the person is elected for, independent of other factors?

Is there a standard way this is handled in other organizations?

AOB

Next meeting

Meeting End