Board/Minutes/2019-12

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Location: Channel "OSMF Board of Directors (Public)" on Mumble.
Date and time: Monday 23 December 2019, 18:00 London time
Countdown

Acronyms

Participants

Board members

  • Tobias Knerr
  • Mikel Maron
  • Rory McCann
  • Allan Mustard
  • Paul Norman
  • Guillaume Rischard
  • Joost Schouppe

Biographies.

Guests

  • 7 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

Board_Rules_of_Order#7._Circular_Resolutions

2019/Res30 Approve financial hardship fee waiver 2019111410000015

The Board currently decides on membership applications for a fee waiver due to financial need on a case-by-case basis.

Accepted 2019-11-21 with 5 votes in favour: Mikel Maron, Tobias Knerr, Paul Norman, Kate Chapman, Heather Leson.
1 not voted: Joost Schouppe
1 abstained: Frederik Ramm (Abstain because of doubts about the quality of map contributions)

2019/Res31 Approve relaunch of LCWG as LCCWG with new mission statement

Full text received from proposed Working Group:

The OpenStreetMap Foundation is an international non-profit organisation supporting but not controlling the OpenStreetMap project. It is dedicated to encouraging the growth, development and distribution of free geospatial data and to providing geospatial data for anybody to use and share.

Whilst the Foundation has a global mission it recognises that it may not always be best placed to reach everybody, especially people speaking languages other than English. As such the Foundation has established a Local Chapters affiliation scheme.

OpenStreetMap Foundation Local Chapters are non-profit organisations which operate in a specific geographical region or represent a specific topic. They support the aims of the OpenStreetMap Foundation.

The Local Chapters Working Group was initially created to set up the affiliation scheme. Now that the first several Local Chapters are up and running, some interested OSMF members have reconvened the working group and updated its mission as set out below.

Purpose

The purpose of the Local Chapters (and Communities) Working Group (LCCWG) is to:

  • encourage the growth of local communities
  • help set local communities on a path to becoming a Local Chapter

Term

This Terms of Reference is effective from October 2019. Given the wide extent of our purpose, we will agree and update the scope annually (in line with OSMF’s annual budget development). This is to provide clarity on the areas in which we intend to focus.

Scope: 2019

The focus for 2019 is three-fold:

1. Building local community cohesion
We will explore and develop ideas for the Foundation support the growth of Local Chapters and local communities, including helping mappers communicate or meet up with other local mappers, and working to reduce the challenges created by the fragmented nature of OSM.

2. Facilitating a global exchange of ideas
We will aim to provide Local Chapters and local communities with venues and communication channels to exchange ideas and share best practices in growing their communities. This may include reviving/managing the local-chapters mailing list and organizing sessions like the Local Chapters Congress during State of the Map or other events.

3. Improving the Local Chapters affiliation scheme
We will review the role of Local Chapters within the Foundation and the interactions between them. Based on our findings we will make recommendations to the Board as to how the affiliation scheme can be improved to provide a stronger case for local communities to eventually become Local Chapters, or possibly suggest creating new affiliation models such as less-formal user groups.

Membership of the LCWG

There is currently no limit to the number of members or the length of a member’s term. To avoid over dominance by any particular group, existing local communities are advised to coordinate their participation. Our suggestion is that these groups nominate up to two representatives.

The membership list of this working group will be publicly available and will include the members’ name and the name(s) of the community that they represent.

Election of new members: To be confirmed. It is not necessary to represent a current official Local Chapter to become a member.

Logistics

The tools that the working group will use in order to conduct its business will be provided by the Foundation.

Meetings will be held and chaired by a member of the working group (as agreed by the members). Meetings will be held remotely via Mumble unless otherwise specified within the meeting announcement.

Members shall be notified about meetings at least 5 days in advance of each meeting. It is recommended that the announcement include an agenda. This will provide time for members to gather input from their local communities.

The working group is responsible for reporting its activities to the OpenStreetMap Foundation Board of Directors. The simplest way to do this is to keep meeting minutes in a location that is accessible to the Board.

Accepted 2019-12-01 with 4 votes in favour: Mikel Maron, Heather Leson, Kate Chapman, Joost Schouppe.
1 not voted: Frederik Ramm.
2 abstained: Paul Norman, Tobias Knerr.

2019/Res32 Approve financial hardship fee waiver 2019112410000032

The Board currently decides on membership applications for a fee waiver due to financial need on a case-by-case basis.

Accepted 2019-12-03 with 5 votes in favour: Mikel Maron, Tobias Knerr, Heather Leson, Paul Norman, Joost Schouppe.
2 not voted: Kate Chapman, Frederik Ramm.

2019/Res33 Grant Barclays Simple Servicing Authority to Michelle Heydon

The board grants Michelle Heydon* a "Simple Servicing Authority" to discuss financial matters regarding to our Barclays Bank accounts with the bank. The form has been emailed to board members by Frederik**. It does not allow Michelle to access or transfer funds.

Unanimously accepted 2019-12-03 with 7 votes in favour: Frederik Ramm, Tobias Knerr, Heather Leson, Mikel Maron, Joost Schouppe, Kate Chapman, Paul Norman.

* Michelle Heydon is an accountant and one of the two external consultants that OpenStreetMap Foundation has (the other one being the administrative assistant).
* Frederik Ramm (current OSMF Treasurer)

2019/Res34 Also send an unofficial announcement to the announce mailing list

In the current election cycle communications, this is the chronology:

Unofficial announcement of date and other information on the membership mailing list (OSMF-talk), with links to the OSM wiki and the OSMF website.

  • Emails to members whose memberships have ended less than one year before the AGM or will end before the AGM.
  • Official notice sent to member email addresses, around one month prior to the AGM.
  • Emails to members who are not eligible to vote (when voting starts).

Not all our members are part of OSMF-talk. Some members might treat it with lower priority, because it can be high volume at times. These people might hear the details of the election only when the official notice has been sent out. However, by that time they might have missed some chances to participate in the election cycle (like teh Candidates questions or being a candidate).

We created the Announce mailing list to communicate important stuff more visibly to our membership. Since AGM/elections are important, I propose to also send the unofficial announcement to the announce list.

Accepted 2019-12-09 with 6 votes in favour: Joost Schouppe, Frederik Ramm, Tobias Knerr, Kate Chapman, Mikel Maron, Heather Leson.
1 not voted: Paul Norman.

2019/Res35 Approve financial hardship fee waiver 2019120310000043

The Board currently decides on membership applications for a fee waiver due to financial need on a case-by-case basis.

Accepted 2019-12-11 with 5 votes in favour: Mikel Maron, Frederik Ramm, Tobias Knerr, Joost Schouppe, Heather Leson.
2 not voted: Paul Norman, Kate Chapman.

2019/Res36 Approve financial hardship fee waiver 2019120310000212

The Board currently decides on membership applications for a fee waiver due to financial need on a case-by-case basis.

Accepted 2019-12-11 with 3 votes in favour: Tobias Knerr, Joost Schouppe, Heather Leson.
3 not voted: Kate Chapman, Frederik Ramm, Mikel Maron.
1 abstained: Paul Norman.

Previous action items

The list is sortable and collapsible and contains items that did not arise from board meetings. Incomplete.

Name Date Action item and status Source Related to
Board 2019-09 to decide about registration at the Benevity Causes Portal email Donation
Taken up by Frederik 2019-11 2019-07-17 to contact Telenav about transfer of openstreetcam domain.
# Potentially also contact other parties, depending on the feedback from the LWG.

# Done. Frederik's email sent by Joost.
meeting LWG
Board 2019-07 to decide on next steps regarding an email service for OSMF. email FOSS policy
Board 2019-07 to decide on whether the team that plans a SotM in Africa can get the sponsorship amount from Facebook through OSMF. Unknown amount and whether this will be needed for more sponsors.
# Pre-requisites: Sign the SotM quick licence agreement and agree to provide invoices to OSMF prior to the money transfers.
email Regional SotMs
Board 2019-06 to decide on next steps regarding the request from a contributor to notify Facebook and remove their rights under ODbL if the violation is not fixed after 30 days of notice, as written on ODbL.
# Related talk@ discussion

The decision seems to be (2019-10) to work on a running document (questions/opportunities/decisions to be made) and contact Facebook afterwards with a list of questions.
email LWG
Frederik/Heather 2019-05-18 to complete and share job description for someone to prepare a pull request for acceptance against the current “openstreetmap-website” code that will implement these changes (related blogpost).
# Possibly completed.
F2F 2019 GDPR
Joost 2019-11-20 to create a circular resolution for communicating the Annual General Meeting / election cycle in advance using the "announce" e-mail list.
# Done.
Meeting Local Chapters
Joost 2019-11-20 to create a circular resolution for the approval of the Local Chapters and Communities Working Group.
# Done.
Meeting Local Chapters
Joost/Heather 2019-10-16 to work on a running document regarding Facebook attribution. Meeting Facebook
Joost/Heather 2019-10-16 to work on a blogpost regarding Microgrants. Meeting Microgrants
Secretary Heather 2019-08-23 to process the OSGeo Oceania Local Chapter application and review the satisfaction of the minimum LC requirements. email Local Chapters
Secretary Heather 2019-07-23 to process the FreeMap Slovakia Local Chapter applicationand review the satisfaction of the minimum LC requirements. email Local Chapters
Secretary Heather 2019-06-27 to process the OpenStreetMap Česká Local Chapter application and review the satisfaction of the minimum LC requirements. email Local Chapters
Heather 2018-12-20 to draft email to start off discussion on the osmf-talk mailing list about developing guidance for our involvement in politics/activism.
# Was Peter's. Assigned to Heather on 2018-12-20.
meeting Activism
Heather 2019-11-20 to reply to OSM US.
# Done.
email Local Chapters
Heather 2018-09 to draft post on OSM validation practices. email Vandalism
Kate 2019-05-18 to write Administrative Assistant's job description.
# Possibly completed.
F2F 2019 Admin. Assistant
Kate 2018-12-20 to write to the Data Working Group to see if there's anything further the board can do to support them. meeting DWG
Kate 2018-09 to draft rapid response plan for when bad things happen. email Vandalism
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. meeting OWG
Kate 2018-01-18 to update the etiquette and add a reporting plan. meeting Communication
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.
meeting Communication
Mikel/Joost 2019-05-18 to document working group practices, draft WG “rules of order". F2F 2019 WGs
Paul 2019-06-19 to switch limesurvey plan to annual & expert, transfer (limesurvey) ownership to OWG, billing to OSMF and give access to Mikel, Joost and Dorothea.
# The plan won't be changed for the time being.
meeting Surveys
Paul 2018-05 to take feedback from the pre-F2F 2019 survey to developers that is about software.
# Might have been completed.
F2F 2019 Survey
Paul 2018-04-19 to document the evaluation process of software and services used by the OSMF. meeting FOSS policy
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
meeting FOSS policy

Paul chaired the meeting till the selection of the new Chairperson.

Selection of officers

  • Treasurer: Guillaume Rischard
  • Chairperson: Allan Mustard
  • Secretary: Joost Schouppe

Voting for Treasurer

Candidate: Guillaume Rischard.
Voted by all.

Voting for Chairperson

Candidate: Allan Mustard
Voted by all.

Voting for Secretary

Candidates: Mikel Maron, Joost Schouppe.
Joost Schouppe was voted by all.

The meeting followed Robert's Rules of Order afterwards. (1, 2 - links provided by Allan)

Holiday blackout for circulars

Circulars usually follow a board discussion by mail (except the circulars on fee waiver application due to financial hardship), and are basically a show of hands. The duration of the voting is usually set to seven days.

Board members who might be away during the holidays will not have the chance to ask others to give an issue another thought before voting, or provide their point of view during the internal discussion. Therefore, it has been suggested to have a black-out period for non-urgent circulars during the holidays.

Related board discussion: 2018-12

Points mentioned during discussion

  • Circulars can still be created for urgent issues.
  • Suggestion to exchange of phone numbers in private.

Voting

Motion to hold a holiday blackout period for circulars from the end of this meeting till the 7th of January, 2020. Proposed by Allan. Seconded by Paul.
Unanimously accepted.

Face-to-Face meeting planning

Voting on whether to have a F2F meeting

Motion to hold a face-to-face meeting of the board. Proposed by Guillaume. Seconded by Rory.
Unanimously accepted.

Voting on F2F location to be London

Motion to have the face-to-face meeting in London. Proposed by Guillaume. Seconded by Rory.
Unanimously accepted.

Points mentioned during discussion

  • Operations and relation with the Operations Working Group (OWG) have been identified as important issues in the survey prior to the F2F 2019 board meeting.
  • Suggestion to have the meeting in London and discuss with OWG members.

On having a facilitator during the F2F meeting

  • Some of the past F2F meetings have been facilitated.
  • Joost has discussed with past facilitator (Allen Gunn/Aspiration Tech), who has provided dates that would be easier.

Voting on how to select F2F dates

Motion to appoint Joost and Guillaume to propose dates for the F2F meeting. Proposed by Rory. Seconded by Mikel.
Unanimously accepted.

Preparing January meeting

Agenda:
  • Quick run-through of ongoing issues, e.g. microgrants.
  • Loomio (see below).

Re-evaluate use of hosted Loomio

Loomio is a hosted and FOSS platform used for voting on circular resolutions.
The OSMF FOSS 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. Because circulars are officially documented in minutes and we only use it for voting, there is no data locked in to their service.

As of 2019-12-11, Loomio is urging us to upgrade to a paid subscription plan within 48 days. If we want to continue using it, it looks like we'll have to pay for it going forward.

  • 1st item skipped.

Points mentioned during discussion

  • Loomio was introduced as board members were not keeping track of circulars and voting yes/no clearly.
  • Pricing: USD 120 / year.
  • Conforms to current open-source policy.

Feedback from past board members

  • Works.
  • Reminders useful.
  • Could be replaced.

Voting on use of Loomio

Motion to continue using Loomio and re-evaluate if we continue to use it at a later date. Proposed by Mikel. Seconded by Joost.
Unanimously accepted.

Action Item: The Treasurer is directed to pay Loomio when our free period runs out.

Priorities from Board Members

Everyone can mention their one top priority for the next year.

  • Paul Norman: Working Group relations.
  • Rory McCann: Recruiting mappers and people to the Foundation.
  • Guillaume Rischard: Looking at what membership means.
  • Joost Schouppe: Relationship with Working Groups.
  • Tobias Knerr: Software and making API faster.
  • Mikel Maron: Addressing gender and geographic diversity.
  • Allan Mustard: Dealing with the lack of diversity in the membership and on the board and the need to go out and recruit more diverse mapping community.

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:
2019 Jan, Mar, Jun, Jul, Aug, Oct

2018 Jan, Feb, Mar, Apr, May, Jun, Jul, Aug, Sep, Oct, Dec
2017 Jan, Feb, Mar, Apr, May (F2F), Oct

None.

Any other business

Dorothea's hours for SotM-WG

Points mentioned during discussion

  • The State of the Map Working Group (SotM WG) is looking at ways to distribute tasks that in previous years took a lot of Dorothea's time, like coordination with sponsors.
  • Time spent on SotM tasks is tracked.

Voting

Motion to approve 200 hours of Dorothea's time for State of the Map support. Proposed by Joost. Seconded by Guillaume.

Unanimously accepted.

Setting a time for recurring board meetings

Points mentioned during discussion

  • Suggestion to increase the frequency to twice a month.
  • Increasingly hard for some board members to take time off work for midday/midweek meetings.

Voting

Motion for the Secretary to circulate a Doodle proposing dates for the recurring board meeting.
Unanimously accepted.

Formation of a Diversity Working Group

Motion by Guillaume to create a Diversity Working Group (WG)

Current policy for WG formation

  • People come forward to the board with a scope for the proposed Working Group and the board votes on its approval.
  • This policy was enacted by the Management Team (no longer existing).

Other points mentioned during discussion

  • The board does not usually start a WG but approves the formation and initiatives started by the community - not top down formation.
  • A diversity WG will only attract people who already believe that far reaching steps are necessary to diversity the community - selection bias for the kind of people who volunteer to be part of that group.
  • Board Rules of Order forbid board members from chairing a WG.

Frederik and Heather were asked if there is anything in the Articles of Association (AoA) that prohibits the board from forming a WG.
> The WGs are not mentioned in the AoA.

Voting

Amended motion: The board will charge Mikel with drafting a scope of work for a Diversity Working Group which he will propose to the board in line with Management Team policy.
Approved with 6 votes in favour: Paul Norman, Rory McCann, Guillaume Rischard, Joost Schouppe, Mikel Maron, Allan Mustard.

1 abstained: Tobias Knerr

Restricting new memberships to people with significant investment to OSM

Motion to instruct MWG to automatically accept all memberships from members who have more than 15 days of mapping within the last year and submit all others to board for consideration.
Proposed by Guillaume (member of the Membership Working Group) (MWG). Retracted by Guillaume after comment by Rory that the MWG can message the board anyway, even if this motion was rejected.
Motion for the topic to be taken up at the next board meeting. The Secretary will place this on the agenda. Proposed by Mikel. Seconded by Guillaume.
Unanimously accepted.

Guest comments or questions

Updating board member biographies

Reminder by Imagico to board members to update their biographies.

Next meeting

Pending. Please see Preparing January meeting.

Meeting adjourned at 19:12 UTC.

Acronyms