Board/Minutes/2018-06-21

From OpenStreetMap Foundation
Revision as of 22:18, 28 June 2018 by Dorothea (talk | contribs) (+ Reasoning for vote at Circular Resolution)

Draft Minutes
Location: Mumble, Thursday 21st of June, at 21:00 London time

Participants

Board members

  • Peter Barth
  • Martijn van Exel
  • Mikel Maron
  • Paul Norman
  • Heather Leson
  • Frederik Ramm

Guests

  • 9 guests

Open to all OSMF members.

Guests are welcome to speak at the end of the meeting on the topics that have been discussed. Please note that text messages sent on Mumble chat may not be seen by people who join using mobile apps.

Not Present

  • Kate Chapman (Apologies)

Administrative

Previous minutes

Circular Resolutions

2018/Res8 Authorize LWG to publish privacy statement

2018/Res8 Authorize LWG to publish privacy statement
The GDPR requires that we explain to users how, and on what legal grounds, we process their data. This means we’ll have to have a “privacy statement” on our public-facing pages. The Licensing Working Group has prepared a preliminary version which is still missing some concrete details about log file retention but is good to publish. Suggestion to authorize LWG to publish this version, and also future updates unless they make significant changes in which case they would be expected to show them to us first.
Unanimously accepted 2018-06-10

2018/Res9 Fund Dorothea's travel to SotM

2018/Res9 Fund Dorothea's travel to SotM
Proposal to fund Dorothea's travel to State of the Map 2018.
Accepted 2018-06-16 with ultimately 5 votes in favour: Frederik Ramm, Heather Leson, Kate Chapman, Martijn van Exel, Mikel Maron

Disagreed 2: Peter Barth (rejected due to formal reasons: the resolution is missing a rationale for the payment), Paul Norman

Previous action items

The list is sortable and collapsible. Updates are in blue.

Name Date Action item and status
All 2018-05-24 to create a circular to vote on the stripped down version of the Privacy Policy
# Done
All 2018-05-24 to provide feedback on the draft with the modifications to the Board rules of Order, ideally before the 7th of June
# Done
All 2018-03-15 to send a reminder about etiquette guidelines on osmf-talk, talk & facebook page
All 2018-02-15 to clean-up the SotM draft policy document
All 2017-11-16 to send an email to members, months in advance of the 2018 Annual General Meeting, encouraging them to discuss and perhaps propose their own resolutions
Frederik 2018-04-19 to do a short writeup regarding the recent CiviCRM issues, which will be sent to experts who might be able to help
Frederik/Mikel 2018-03-15 to look at providing CiviCRM discount codes for State of the Map 2018. Will also look at how many people have already signed up and offer partial refund or suggest donation.
# 2018-04-20 Update: CiviDiscount has been fixed by Tom.
Frederik/Paul 2016-05-28 to prepare transparency document from transparency session
Kate 2018-02-15 to follow up with Grant about the technical workaround of having conference announcement banners on osm.org linked to landing pages on the website
Kate 2018-01-18 to initiate discussion about 2018 priorities over email
Kate 2018-01-18 to update the etiquette and add a reporting plan
Kate 2017-08-24 to write to the Advisory Board list about microgrants
Kate/Martijn 2016-05-28 to draft diversity policy
# No progress to report. Low priority.
Martijn 2017-11-16 to create the draft of the microgrants policy, separating it from the attempted combined draft with the updated travel policy
Martijn 2017-10-26 to raise the question to the Advisory Board about whether they would like to have an archive of the AB mailing list
# Martijn will prepare a brief orientation document for the AB and will ask then.
Martijn 2017-07-18 to look at the process of regular reporting by the Local Chapters to the board and vice versa
Mikel 2018-04-19 to handle emailing and getting quotes from CiviCRM experts, in relation to our recent CiviCRM issues
Mikel/Paul 2018-03-15 to look at the ten most active mailing lists and see if people listed as admins are active in the moderator role, what is in place, and how they manage the lists.
# 2018-05-24 Mikel drafted email and both agreed on some modifications
Mikel 2018-01-25 to work on potential updates on the circulars' procedure to vote on
# This is now linked to the 2018-05-24 Action Item about modifications to the Board Rules of Order

# Done
Mikel 2017-08-24 to send email on the list to find businesses that would like to offer input on the Welcome Mat
Mikel 2016-08-19 to send round bullet points on diversity policy proposal
Paul 2018-04-19 to document the evaluation process of software and services used by the OSMF. Related to our FOSS policy
Paul 2017-02-21 to separate the State of the Map (SotM) net profit discussion items and start the follow-up discussions
Paul 2016-10-28 to create a page on the wiki, listing software products which are used by OSMF and are closed-source and/or are externally hosted
# Was Peter's
Peter 2017-04-18 to make a list of requirements for email self-hosting and discuss them with the Operations Working Group
Topics: Rules of Order | FOSS policy | Unrecorded SotM talks | OpenRailwayMap | Microgrants | GDPR upd.ate | LC criteria | AB update | AOB: Board gifts | Vote reasoning | Guests: Sports data model | Proposals' suggestion | Closed: Hosting

Vote on changes to Board's Rules of Order

The board will vote on an update to the Board's Rules of Order. Major points of change:
  • Add rule about chairing working groups
  • Make clear who can observe and process around closed sessions
  • Clarify how we record votes
  • Adjust some process around circulars


Related discussion: Jul 2017

Lead: Mikel

Result

Suggested updates to the Board Rules of Order accepted (updated rules). Voting was done in two parts.

Diff

Differences between the old and the new versions of the rules are visible here. Additionally, the new/updated rules appear below in blue.

Voting on sections 2 and 6 of the proposed document (Board duties and Board minutes)

Voting on sections 2 and 6 of the new document (Board duties and Board minutes)
Additions/modifications are in blue

Section: 2. Board Duties

  1. The board collectively decides on guidelines that govern their work. Board members will respect these guidelines when executing their offices or other board duties. When in doubt, a board decision is called for.
  2. Board members are expected to:
    1. actively support and further the interests of the OSMF
    2. participate in board meetings and decisions
    3. perform any duties conferred to them by the Articles of Association or the General Assembly
    4. give account of their work to the General Assembly and the members of the Association.
  3. Board members may be asked to convey board decisions to third parties. In doing so, they have a duty to represent the board's decisions factually.
  4. Board members may serve in OSMF working groups, but should refrain from chairing them

Section: 6. Board Meetings

  1. Board meetings can take place in the form of personal meetings or by voice communication.
  2. Board meeting participation is restricted to board members, but guests can be invited by a board decision. Board meetings are open to silent observation by OSMF members in good standing.
  3. Agenda items can be placed in a closed session, prior to the meeting by any Board member. Closed session is not open to observation. A short statement about which and why agenda items are in closed session should be minuted. If there is any objection to placing a meeting in closed session, a vote can be called during that meeting to decide.
  4. Board meetings are chaired by the chairperson of the board. During discussions of any items in which the chairperson is involved, the task of chairing that section of the meeting will be delegated by the chairperson to another board member.
  5. The quorum is met if at least 50% of board members are present. Board resolutions are carried by a simple majority of the board members present.
  6. All board decisions taken in a board meeting must be minuted. If votes are taken, the minutes will list the position taken by each board member. In addition, it is desirable to also minute the most important points of the discussion preceding a decision.
  7. When a board member would be influenced by a conflict of interest with respect to a decision, they will recuse themselves from voting.
Accepted with ultimately 6 votes in favour: Peter Barth, Martijn van Exel, Heather Leson, Mikel Maron, Paul Norman, Frederik Ramm

Not voted 1: Kate Chapman (not present)

Voting on section 7 of the proposed document (Circular Resolutions)

Voting on section 7 of the new document (Circular Resolutions)
Additions/modifications are in blue

Section: 7. Circular Resolutions

  1. Circular resolutions are board resolutions on time-sensitive issues agreed prior to a board meeting.
  2. Any board member has the right to request a circular resolution at any time, by the means which electronic circulars are implemented (currently Loomio) together with a reasoning to the board mailing list. The reasoning should describe why the proposed resolution is in the best interests of OSMF.
  3. Circulars in general are open for one week, or can be extended to two weeks by request of any board member. Votes are tallied until the conclusion of the circular.
  4. The proposed resolution concludes under either of these conditions
    1. Passes as soon as an absolute majority of board members approve
    2. Passes if at the end of the circular period, an absolute majority of board members participate, and a majority of those approve
    3. Fails as soon as an absolute majority of board members disapprove
  5. Any circular not passing may be raised as an agenda item at a board meeting for discussion and vote.
  6. Circular resolutions will be duly minuted in the minutes of the next board meeting.
Accepted with ultimately 5 votes in favour: Peter Barth, Martijn van Exel, Heather Leson, Mikel Maron, Frederik Ramm

Disagreed 1: Paul Norman
Not voted 1: Kate Chapman (not present)

Codification of rule regarding Circular Resolutions during holidays

The discussion was prior to the voting.

  • There is a suggested new rule where, if there is not enough participation (e.g. during holidays), the circular resolution wouldn't pass
  • Allow duration up to two weeks
  • It is a matter of respect, better to avoid codification
Topics: Rules of Order | FOSS policy | Unrecorded SotM talks | OpenRailwayMap | Microgrants | GDPR upd.ate | LC criteria | AB update | AOB: Board gifts | Vote reasoning | Guests: Sports data model | Proposals' suggestion | Closed: Hosting

FOSS policy compliance

The OSMF Free and Open Source Software Policy requires us to re-evaluate the use of hosted or closed-source software every two years with a view to changing to a FOSS solution if practical. The policy was devised to guide, but not mandate, software choices for work within the OpenStreetMap Foundation Board, Working Groups, and other OSMF bodies. Here are some examples of software choices made by the Board:
  • Mumble is a FOSS voice conversation tool. We use a server hosted by the Humanitarian OpenStreetMap Team.
  • Loomio is a FOSS for making decisions. We use the service hosted by Loomio themselves.
  • Github is both hosted and closed, so we could improve partway by moving to hosted and open. Github poses particular problems in that there is no easy way to export the functionality we're using, nor are we making backups of it, and the records have long-term value.
  • Google Apps is a proprietary hosted service, which we use mainly for email.

Related discussions: 2017 Apr (Email hosting), Sep

Lead: Paul

The Board has asked the Working Groups (WGs) what software/services they use.

Action items

  • Paul to send the limesurvey evaluation he did to the board
  • Paul/Heather to check evaluation templates of other organisations

On evaluation

  • List closed/hosted apps and services that are being used and explain why open alternatives are not used

Suggestions

  • Documentation of what the WGs use and of evaluation
  • Compile list of alternatives and ask the WGs to consider switching

Unrecorded State of the Map sessions

Discussion about State of the Map 2018 (SotM) sessions where the speaker requested not to be recorded.
Lead: Paul

There will be a SotM 2018 session from Apple which will be unrecorded and which was accepted by the SotM WG, as otherwise it wouldn't happen.

Points mentioned during discussion:

  • During the voting period of SotM talks the community was unaware that the talk would be unrecorded
  • The reason for the talk not being recorded is not related to security
  • It's within the WG's remit to make such a decision
  • There will be community discussions about the issue

Decision

The Board will not intervene.

Topics: Rules of Order | FOSS policy | Unrecorded SotM talks | OpenRailwayMap | Microgrants | GDPR upd.ate | LC criteria | AB update | AOB: Board gifts | Vote reasoning | Guests: Sports data model | Proposals' suggestion | Closed: Hosting

OpenRailwayMap licence application

Alexander Matheisen (OpenRailwayMap) has applied for a licence under our domain grandfathering scheme.

You can read more about why one needs to licence the OSMF marks here and read the FAQs for more information. The template application is here.

Voting

Accept the OpenRailwayMap licence application
Accepted with ultimately 5 votes in favour: Peter Barth, Frederik Ramm, Heather Leson, Kate Chapman, Martijn van Exel, Mikel Maron

Abstained 1: Paul Norman
Not voted 1: Kate Chapman (not present)

Action item: Martijn to sign the licence.

Topics: Rules of Order | FOSS policy | Unrecorded SotM talks | OpenRailwayMap | Microgrants | GDPR upd.ate | LC criteria | AB update | AOB: Board gifts | Vote reasoning | Guests: Sports data model | Proposals' suggestion | Closed: Hosting

Microgrants update

Providing microgrants was a topic discussed extensively during the Face-to-Face board meeting in April, where a plan was developed. You might know similar programs from e.g. OSM-US, HOT or FOSSGIS. As a start and as a first trial we want to make a time-bound program where you can apply for microgrants until a specific date. Discussed were many of the details like the budget, a rough timeline and the need for a committee to help on with the selection and to provide some kind of “supervision”. The program is scheduled to start at this year’s State of the Map.

Related discussions: 2017 Aug, Jul, May.

Next steps:

  • Finalise eligibility criteria
  • Clean draft document
  • Round of consultation with the membership and Advisory Board members

Pending issues:

  • Timeline
  • Who will assess the applications

Action Item: Martijn to arrange a board working session.

Topics: Rules of Order | FOSS policy | Unrecorded SotM talks | OpenRailwayMap | Microgrants | GDPR upd.ate | LC criteria | AB update | AOB: Board gifts | Vote reasoning | Guests: Sports data model | Proposals' suggestion | Closed: Hosting

GDPR preparation update

The General Data Protection Regulation came into effect May 25, 2018. The necessary steps for GDPR preparation have been discussed during the recent Face-to-Face board meeting (28-29 April). The board has authorised the Licensing Working Group to publish the current version of the privacy statement.

Related LWG discussions: 2018 Apr, Mar, Feb, 2017 Nov, Sep, Jul
Related Board discussions: 2018 May, Apr, Mar, Feb

  • Frederik sent email to dev mailing list about what needs to be done with the planet downloads
  • Frederik outlined on wikipage what needs technically to be done to the API
  • Simon has been helping in clearing misconceptions
  • Draft Terms of Use will be published soon by the Licensing Working Group (LWG)
    • The LWG has included points that they didn't want to, because it's the law

LWG update

Next steps:

Time estimate: One month for finalisation

Topics: Rules of Order | FOSS policy | Unrecorded SotM talks | OpenRailwayMap | Microgrants | GDPR upd.ate | LC criteria | AB update | AOB: Board gifts | Vote reasoning | Guests: Sports data model | Proposals' suggestion | Closed: Hosting

Criteria for becoming a Local Chapter

The current minimum criteria for becoming a Local Chapter are outlined here.

Suggested points of discussion:

  • how established must a local organization be to be eligible to become a Local Chapter
  • how can we measure this as objectively as possible, and
  • how to handle applications from organizations that have a broader scope than just OSM.

This topic will most likely be discussed during the July meeting, as well.

Lead: Martijn

Action Item: Martijn to initiate discussion on the osmf-talk mailing list about refining the criteria. Suggested period for discussion: two weeks.

Suggestion: Continue the discussion during a Local Chapter gathering at SotM 2018.

Topics: Rules of Order | FOSS policy | Unrecorded SotM talks | OpenRailwayMap | Microgrants | GDPR upd.ate | LC criteria | AB update | AOB: Board gifts | Vote reasoning | Guests: Sports data model | Proposals' suggestion | Closed: Hosting

Advisory Board - monthly update

The Advisory Board members are separate from the OSMF board of directors - individuals are either nominated by corporate members of the OSMF or invited directly by the OSMF board of directors. The OSMF Board of Directors will publicly minute, in the board meeting minutes, any communication sent to, or received from, the AB members. This monthly section is reserved for this purpose.

AB related Board discussions:
2018 May, Apr, Mar, Feb, Jan
2017 Oct, May (F2F), Apr, Mar, Feb, Jan

Lead: Martijn
Topics: Rules of Order | FOSS policy | Unrecorded SotM talks | OpenRailwayMap | Microgrants | GDPR upd.ate | LC criteria | AB update | AOB: Board gifts | Vote reasoning | Guests: Sports data model | Proposals' suggestion | Closed: Hosting

Any other business

Board gifts and Reimbursements

Mentioned at the beginning of the meeting, prior to the discussion of the agenda items and topic might be added to the agenda of the next meeting.

Reminder by Paul that according to our Board Rules of Order "Board members will inform the board of any occasion where they receive a personal gift, or reimbursement of expenses, from another individual or organisation, unless the occasion is wholly unrelated to OSMF business or the value of the gift or reimbursement is less than £50." This also applies to expenses related to the international State of the Map conference and face to face board meetings. The rest of the Board Rules of Order regarding gifts and re-imbursements are here:

Recording vote reasoning on Circular Resolutions

Mentioned at the beginning of the meeting, prior to the discussion of the agenda items, after a question by Peda.

If any Board member would like to add a very brief (once sentence) explanation for their vote at Circular Resolutions, they can send it to Dorothea to add it to the minutes.

Guest comments or questions

Guests are welcome to speak at the end of the meeting on the topics that have been discussed. Please note that text messages sent on Mumble chat may not be seen by people who join using mobile apps.

Question about who can provide a data model for sports

Question by Douglo

> Suggestion to send message to talk mailing list. You can also reach Douglo at erunayo@gmail.com (email provided with permission)

Suggestion to publish important proposals prior to voting

Suggestion by Nakaner

Topics: Rules of Order | FOSS policy | Unrecorded SotM talks | OpenRailwayMap | Microgrants | GDPR upd.ate | LC criteria | AB update | AOB: Board gifts | Vote reasoning | Guests: Sports data model | Proposals' suggestion | Closed: Hosting

Closed portion of meeting

Discussion of hosting and GDPR technical preparation

The OSMF board had a closed session portion of the meeting about hosting and GDPR technical preparation.

Topics: Rules of Order | FOSS policy | Unrecorded SotM talks | OpenRailwayMap | Microgrants | GDPR upd.ate | LC criteria | AB update | AOB: Board gifts | Vote reasoning | Guests: Sports data model | Proposals' suggestion | Closed: Hosting

Next meeting

Meetings take place on the 3rd Thursday of the month, at 21:00 London time, unless rescheduled.

The next monthly board meeting will be on the 19th of July, at 21:00 London time, unless rescheduled.

Meeting end