Board/Minutes/2018-11-15

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Revision as of 15:12, 7 December 2018 by Dorothea (talk | contribs) (→‎2018/Res11 Approve the organised editing guidelines: Changed "did not pass" to "did not reach quorum" and closing date)

Draft minutes
Location: Channel "OSMF Board of Directors (Public)" on Mumble - 15th of November, at 21:00 London time

Participants

Board members

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

Biographies

Guests

  • 24 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

Administrative

Previous minutes

Circular Resolutions

2018/Res11 Approve the organised editing guidelines

2018/Res11 Approve the organised editing guidelines
This is a vote to approve the organised editing guidelines as sent by the DWG on September, 8th, 2018.
Did not reach quorum on 2018-11-06 with 4 not voted: Heather Leson, Kate Chapman, Martijn van Exel, Mikel Maron

3 votes in favour: Paul Norman, Peter Barth, Frederik Ramm

Peter created the circular on Loomio (which is used for voting on the circulars), and sent an email about its creation. However, three of the board members did not receive a notification from the Loomio platform. There was discussion during the closed part of the meeting about whether the result of the circular would count, as the current board rules of order require a vote at the next meeting, if there is a circular that did not pass. Since there was a vote on the OEG during the public part of this meeting anyway, the circular has been added to these minutes to reflect what has happened.

Please note that the organised editing guidelines were accepted by a vote during the meeting. See voting.

Previous action items

The list is sortable and collapsible. New items or updates are in blue.

Name Date Action item and status
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 2018-09-20 to update Roland Olbricht, maintainer of the Overpass API (downstream data controller).
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 update the etiquette and add a reporting plan.
Martijn 2018-06-21 to initiate discussion on the osmf-talk mailing list about refining the Local Chapter criteria.
# Suggested period for discussion: two weeks.
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 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 2018-09-20 to draft email to start off discussion on the osmf-talk mailing list about developing guidance for our involvement in politics/activism.
Peter 2017-04-18 to make a list of requirements for email self-hosting and discuss them with the Operations Working Group.
Topics: Closed portion | Organised editing guidelines | Membership fee waiver | Guests: OEG voting | OEG 2nd draft | Thanks to Martijn & Peter | Copyright page and IGN

Closed portion of meeting

The OSMF board had a closed session portion of the meeting, in order to decide who can vote on the organised editing guidelines' document (which is a new version of the former draft Directed Editing policy). Initially, Heather and Frederik will be briefly "interviewed", to see if they also have a conflict of interest (COI). Then, those board members without a COI will discuss and vote on the other board members' (with a COI) ability to vote. If someone chooses to recuse themselves, then there will be no need to vote on them. Please note that if it is decided that it is necessary to continue to discuss the policy, then there will be also a vote to authorize the board members with a COI to continue to discuss. The outcome will be minuted.
  • Martijn and Mikel recused themselves from voting on the organised editing guidelines' (OEG) document.
  • Mikel asked the board to authorise him to participate in the discussion. No need for authorisation, because he's allowed to participate under the UK Companies Act and we don't have any rules that say otherwise.
  • Discussion about whether there is need to have a vote about the OEG at this day's meeting.

Interviews
In the absence of a Conflict of Interest Policy, it was decided that Kate, Peter and Paul will interview Heather and Frederik and see whether they can participate in the voting of the OEG.

  • Heather gave an overview of her work in relation to OSM. Questions by Peter (Paul was covered by Peter's questions).
  • Frederik gave an overview of his work in relation to OSM.
  • Questions by Heather to Peter, Paul and Frederik.
  • Paul offered and gave an overview of his work in relation to OSM.

Decisions

  • Kate, Peter and Paul discussed and authorised Heather and Frederik to vote on the OEG. Therefore: Kate, Peter, Paul, Heather and Frederik will vote on the OEG.
  • All board members can participate in the OEG discussion.

Related board member comments: here.

Topics: Closed portion | Organised editing guidelines | Membership fee waiver | Guests: OEG voting | OEG 2nd draft | Thanks to Martijn & Peter | Copyright page and IGN

Organised editing guidelines

Transparency: 3 members of the board (Frederik, Paul and Peter) are also volunteering on the DWG.

Points mentioned during discussion by various members (order might slightly differ).

Concerns expressed regarding DWG restrictive membership and transparency

  • Has pretty strict guidelines which is restrictive for other people to join (requirement to able to do some of the subtasks in terms of reviewing each edit rather than having an understanding of some other components around governance).
  • Ambiguity and lack of clarity of the DWG inner workings is a recipe for problematic situations.

Concerns expressed regarding the potential to abuse the OEG

  • Opportunity for community to utilise the prescriptive statements in the guidelines to make issues where there may not be a substantial issue.

Suggestions about the DWG

  • Have a subcommittee that involves people that won't have to go through the process of joining the DWG.
  • Open up more.
  • Increase level of reporting (better during time of Management Team), but without being too burdersome.

Suggestion about the OEG : The document should be called a policy.

Regarding enforceability by the DWG

  • Most things that get enforced are those that go against long standing community consensus.
  • Looking historically at things that gets enforced, generally there's a complete failure to communicate in any way.

Related to blocking

  • Not following the exact forms in the guidelines would not generally result in sudden blocking - is not an offence per se, but only if it causes problems in the community.
  • If someone consistently refuses to do anything, ultimately all the DWG can do is block.

DWG and community requests

  • People contacting the DWG usually request stricter actions, than what the DWG necessarily considers appropriate.
  • Many times the DWG responds that the issue is something they should not get involved with.
  • Questions asked upon receipt of a request: is the concern valid / what is a reasonable course of action.

Other points

  • There is an appeal process for all Working Groups: going to the board.
  • Doubts about the performance of the DWG should be discussed separately from the OEG.

Question: If a company does not have a wikipage but uses github to announce their activities, is this something the DWG is going to force companies to do?
Probable response:

  • Ask the company to get the information into the OSM wiki, so that is archived, searchable and easily accessible in the future.
  • The company might be initially asked to pause the edits, but won't be suddenly blocked.
  • The DWG could offer some help.

Companies investing many person-hours editing the map are expected to have some time to create the wiki page with the documentation.

Voting

Approve the proposed organised editing guidelines
The DWG has developed a set of organised editing guidelines (which is a new version of the former draft Directed Editing policy), after integrating a lot of feedback from the advisory board members, the humanitarian mapping initiatives and the mapping community.
Accepted with 4 votes in favour: Kate Chapman, Peter Barth, Paul Norman, Frederik Ramm.

1 Disagreed: Heather Leson
2 Recused from voting: Martijn van Exel, Mikel Maron

Statements accompanying votes:

  • Peter would have liked to have clearer and obvious rules but respects the work of DWG and Guillaume Rischard (DWG) for being so patient and doing this hard work to find this compromise and he was really happy that the board is voting today. It got quite much delayed and the board even got asked to vote on a totally different draft that came from a mapping company.
  • Paul echoed Peters thanks and feelings about it being a compromise.

Membership fee waiver program

The Membership Working Group (MWG) is working on the implementation of a membership fee waiver program. It is based on the board resolution and the subsequent vote at the 2014 Annual General Meeting. People will be able to apply through the fee waiver program for an associate membership, if paying the fee would constitute an unreasonable burden to the member because of lack of a suitable money transfer facility. The MWG is working on finalising and publishing the procedure.
  • Current version.
  • The program has been accepted by the Board (2018 Jan), provided that the text modifications are minor.
  • The Fee Waiver Program will be for "an active contributor" (as defined here): "a natural person (whether using a single or multiple accounts) who has edited the Project in any three calendar months from the last 12 months (i.e. there is a demonstrated interest over time)".

Related membership discussions: 2018 Nov, 2017 Sep

Lead: Paul
  • Transparency: 2 members of the board (Paul and Heather) are also volunteering on the MWG.
  • Steve Friedl and Joost Schouppe (both from the MWG) were also present at the meeting and answered questions from the board.

The 2014 resolution gave the board authority to set up the fee-waiver policy.
The MWG specifically intended to do this in phases:

  • 1st phase: Policy for fee waiver for reasons of inability to transfer money. Chosen as first because it is strictly objective and allows ironing out the administrative side.
  • 2nd phase: Policy for fee waiver for those who are unable to pay because of financial need.

Update:

  • Policy for fee waiver for reasons of inability to transfer money has been approved. Form is now live.
  • MWG will need information and feedback from people in countries where it is technically possible to pay the membership fee but prohibitively expensive, because there is no easy list of all of those countries.
  • MWG needs volunteers to help to create a policy for financial hardship.

Suggestion: The board be responsible for determining financial hardship situations.

Discussion on recent fee waiver requests

Background: The membership fee waiver program has not been implemented yet. However, today (2018-11-15) there was a flurry of emails sent to the board and the Membership Working Group from people asking to join the Foundation and the fee to be waived.

Suggestion: The board to handle those requests and that their membership would be current as the day of email submission.

On processing these requests

  • Our official policy at the time of their email requests was that the program isn't working yet.
  • Unfair to people who were patiently waiting and did not try their luck (this was stated by board members and MWG members).
  • These 20 people made an effort and we should try and make our best effort, given the hard circumstances that are underneath.

On dating the memberships with the day of email submission

  • Probably cannot be done due to our Articles of Association. Membership starts when payment is cleared.
  • Many emails requesting the fee to be waived provided incomplete information, so additional time is needed to process them.
  • It is unfair to people who have to wait till their payment is cleared.

On the non-eligibility of these new potential members to vote at the next election

  • Any person who joins the Foundation on or after the 15th of November (through the normal procedure or through the fee waiver program) won't be eligible to vote at the upcoming 2018 board elections, as they have to be members for the whole duration of the 30 days prior to the date of the Annual General Meeting (December 15th, 2018).
  • Therefore, the members being discussed are not eligible to vote this year, as they did not meet the deadline.

Other points during discussion

  • The 2014 resolution does not require the board to deal with requests on an ad-hoc basis.
  • Reduced fees are not possible, due to our AoA.

On the 2014 AGM resolution regarding the fee waiver

  • At the 2014 AGM a few AoA changes were decided. At the same time there was a normal resolution (not special, because it did not change the AoAs) that authorised the board to waive the membership fee. As it was not an AoA change, it never made it to the website.

Voting on reviewing recent fee waiver requests

The board to review the recent fee waiver requests
The membership fee waiver program has not been implemented yet. However, today (2018-11-15) there was a flurry of emails sent to the board and the Membership Working Group from people asking to join the Foundation and the fee to be waived. The board will review the requests and individually decide on the waiver. If approved, the membership join date will be the date of the approval.
Unanimously accepted with ultimately 7 votes in favour.

Post-meeting addition: Related follow-up circular resolution 2018/Res13 Have the MWG pre-process financial need applicants.

Topics: Closed portion | Organised editing guidelines | Membership fee waiver | Guests: OEG voting | OEG 2nd draft | Thanks to Martijn & Peter | Copyright page and IGN

Meeting officially closed

Meeting officially closed as it lasted for more than 90 minutes. All board members stayed.

Any other business

None.

Topics: Closed portion | Organised editing guidelines | Membership fee waiver | Guests: OEG voting | OEG 2nd draft | Thanks to Martijn & Peter | Copyright page and IGN

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.

On OEG voting

Imagico asked whether it was Mikel and Martijn's own decision to not participate in the vote about the Organised Editing Guidelines or whether it was a collective decision of the board.

> Both answered that they recused themselves.

On OEG second draft

Imagico asked the board whether the different draft about OEG mentioned by Peter -or any other draft that was circulated and discussed by the board- could be made available to the members.

> Comment that this decision will be left to the person who wrote it, because there is no agreement to make board conversations public and don't know if anyone on the board considered it.

Thanks to Martijn and Peter

This was the last board meeting of Martijn van Exel and Peter Barth, as both will step down from the board. Thanks for their service and contributions to OSM and the Foundation!

On the copyright page and the national mapping agency of Spain

SantiagoCrespo asked whether the board could vote on the IGN issue.

Background: Enquiry by the OSM Spaniard community related to a request from the national mapping agency of Spain (Instituto Geográfico Nacional -IGN-) as they want to appear on the openstreetmap.org/copyright page. IGN already appears on the contributors wiki page.

> The board will discuss this offline and will decide via a circular resolution, as this meeting has officially closed.
> The issue was taken up by Paul, as he was in the LWG.
Santiago mentioned that there will be a meeting with the IGN before the end of the month.

Topics: Closed portion | Organised editing guidelines | Membership fee waiver | Guests: OEG voting | OEG 2nd draft | Thanks to Martijn & Peter | Copyright page and IGN

Not discussed due to time constraints

Becoming an Open Source Initiative affiliate

Suggestion that we become an affiliate of the Open Source Initiative - affiliation is free. This would give the OSM some added visibility in open source communities. Affiliates include Creative Commons, LibreItalia and the Wikimedia Foundation.

Not discussed due to time constraints.

Aiding sponsorship of regional SotMs

Enquiry by some Advisory Board members about whether OSMF could help Corporate Members that want to sponsor regional SotMs by receiving funds on behalf of the regional SotMs and transferring en masse. This would make sponsorship a whole lot easier, as it is currently difficult is getting funds to regional SotMs, because of procurement system requirements. A handling fee for the administrative overhead could be added.
Lead: Mikel

Not discussed due to time constraints.

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 Licensing Working Group published a set of recommendations, the privacy statement and the Terms of Use.

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

Not discussed due to time constraints.

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. Overview.

AB related updates and board discussions:
2018 Oct, Sep, Aug, Jul, Jun, May, Apr, Mar, Feb, Jan
2017 Oct, May (F2F), Apr, Mar, Feb, Jan

Lead: Martijn

Not discussed due to time constraints.

Topics: Closed portion | Organised editing guidelines | Membership fee waiver | Guests: OEG voting | OEG 2nd draft | Thanks to Martijn & Peter | Copyright page and IGN

Next meetings

Annual General Meeting

The 12th Annual General Meeting of the OpenStreetMap Foundation will be held online in the IRC chat room #osmf-gm on the IRC network irc.oftc.net, at 16:00 UTC on Saturday, 15 December 2018.

Monthly recurring board meeting

Meetings take place on the 3rd Thursday of the month, at 21:00 London time, unless rescheduled.
The next monthly board meeting would normally be on the 20th of December, at 21:00 London time, but it might get rescheduled.