Board/Minutes/2020-12-18

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Participants

Board members

  • Allan Mustard
  • Eugene Alvin Villar
  • Guillaume Rischard
  • Jean-Marc Liotier
  • Mikel Maron
  • Tobias Knerr
  • Rory McCann

Biographies

Guests

  • 11 guests

Open to all OSMF members.

Guests are welcome to speak at the end of the meeting on the topics that have been discussed.

Not Present

Administrative

Previous minutes

Circular Resolutions

Board_Rules_of_Order#7._Circular_Resolutions

2020/Res68 Approve active contributor membership application 2020120310000157

The Board currently decides on active contributor membership applications based on non-mapping contributions on a case-by-case basis.

Unanimously accepted on 2020-12-12 with 7 votes in favour: Guillaume Rischard (2020 activity: 24 mapping days + HOT + youth mappers.), Mikel Maron, Rory McCann (It's rare that I recognise the name when I see an Active Contributor vote, but I did for this. So clearly someone making an impact), Allan Mustard ( Yes, all of the above), Paul Norman, Tobias Knerr, Joost Schouppe.

Previous action items

See Board/Action_Items.

Reportage

  • Accountant (contracted): increase of hourly rate from 30 to 40 GBP/hr.
  • Auditors: 2 community members volunteered (membership start dates: 2018 and 2020-Oct).

Elect officers

Discussion on board committee chairpersons

Suggestions:

  • Budget committee: Treasurer
  • Fundraising committee: Mikel
  • Personnel committee:
    • Jean-Marc has some experience.
    • Appoint two board members (for continuity reasons) as individual points of contact for contracted/hired people (administrative assistant, iD developer, senior site reliability engineer - accountant is also contracted). The chairperson of the personnel committee will be the organiser for the points of contact.

Voting for Treasurer

Nominee for Treasurer: Guillaume Rischard.

Guillaume Rischard was unanimously re-elected as the Treasurer.

Voting for Chairperson

Nominee for Chairperson: Allan Mustard.

Allan Mustard was unanimously re-elected as the Chairperson.

Voting for Secretary

The bulk of the Secretary's work is running the Local Chapter applications.

Points mentioned in support of self-nominations
By Mikel:
* Ideas on how the Secretary work can become more efficient and less dependent on the Secretary's time. Perhaps work with the Local Chapters and Communities Working Group (LCCWG).
* Need to bring structure in how the board operates.
* Increase use of Gitlab/ email templates.
* Organised and did a lot of communications.
By Rory:
* Writes a lot.
* Structure might fit them better.
* Helped the previous Secretary with Local Chapter applications.

Suggestion: Have a "twin" for the Secretary.

Nominees for Secretary: Mikel Maron and Rory McCann.
Only one voting choice possible.

Rory McCann is elected as the new Secretary.
4 in Rory's favour: Eugene, Tobias, Rory, Jean-Marc (prefer to save Mikel for the fundraising committee, excellent in that role).
2 in Mikel's favour: Guillaume, Mikel.
1 abstained: Allan.

Creation of three board committees

Decision to create 3 board committees: budget, fundraising and personnel, with the following individuals as chairs:

  • Budget committee: Guillaume Rischard is the chairperson.
  • Fundraising committee: Mikel Maron is the chairperson.
  • Personnel committee: Jean-Marc Liotier is the chairperson.

Accepted. No objections.

On staffing the committees

  • The committee chairpersons can staff the committees, so no approval from the board is needed.
  • The board can pre-empt the addition of particular members to the committee, if it sees fit.

On Personnel committee

Set dates for January monthly board meeting and mid-month chat

  • Mid-month board chat: 15th of January, 14:00 UTC
  • Open board meeting: 29th of January, 14:00 UTC

Action item: Secretary to send formal email to board members.

Set a date for "screen-to-screen" meeting in lieu of "face-to-face" meeting due to COVID-19

Usually on a weekend.

Action item: Secretary to check availability of board members and Gunner (facilitator of previous face-to-face board meetings) for the second half of February.

Vote on the traditional circular blackout for the holidays

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, 2019-12

The board can conduct business between formal meetings. Circulars are official votes.

On the initial decision to have the circular blackout period

  • A few years back there was a board business that happened during the holiday break and not all board members could pay attention to it.
  • A decision was taken to avoid official business and issuing of circulars, unless an emergency. Views:
    • Initial blackout period was coming from a period of distrust between board members and the worry that some people might rush something during the holidays, while others did not pay attention. The last board is better at working together.
    • The blackout period was created so that people could be completely disconnected during that time.

Email/chat during black-out period is possible. Members can still work on tasks.

Suggestions

  • Not have a full blackout.
  • Set the deadline of any circulars on the 10th of January, unless it is something urgent.
    • Circular can pass with at least 4 votes, so this will result in things get done [despite other members not being aware].
    • The board has the unfortunate tendency to do informal decision-making on the chat where, if you are not online at the time, you end up with the decision already being made. Comments:
      • The board has voted with a single voice in the last year. There was about only one voting where the result was not unanimous (excluding recusals due to conflict of interest and approval of active contributor memberships).
      • No recollection of decisions being made on the board chat ~ more exchange of ideas and consensus finding.
      • There is a formal rule that board decisions can only be taken during the formal board meetings open to the public and via circular resolutions.

Other comments

  • As a new board member, this blackout period is frustrating [as you join the board and then can't take decisions for two weeks].
  • Multiple board members have commented on pour work-life balance during the last year and being on-call all the time, so a mechanism is needed to give board members a mental health time.

Initial proposal was to end the period on the January 4th, but extended, as January 6th is a traditional holiday in many parts of Europe.

Decision to impose a blackout period on voting on circular resolutions from December 20th to January 10th.
4 board members in favour, no objections.

Any other business

Delegate to Open Source Initiative

OSMF is an affiliate member of the Open Source Initiative (OSI).

  • Tobias is the OSMF delegate, attending their meetings. Happy to hand it over, otherwise he will continue.
  • There were no other volunteers to take this on.

Decision to re-appoint Tobias as the OSMF delegate to the Open Source Initiative.

Set up of accounts for new board members

  • New board members received a primer document by Dorothea.
  • Wish to join the board matrix room.

Guest comments or questions

Coordination with HOT

Comment by Miriam Gonzalez (guest).

> HOT has recently emailed the OSMF board regarding coordination between OSMF and HOT in order to improve OSM as a global project.

> Suggestion for a meeting of the two boards in February or March.

Action item: Secretary to fix a meeting date with the HOT board.

On recent call to action

Comment by Nicolas (guest) - not verbatim.

> On the board and autonomy of OSMF, in light of the last elections and mobilisation in the call to action.

> There's need to do things around diversity ~ we've got different ways of doing that. If we look at the chronology of how things developed, there is something novel. First time that,

  • during the voting period there was a board decision to take an action, due to statement supported by some the OSM(F) members. By taking the decision to act during election, it looks like the autonomy of the newly elected board to look at the matter and to act was disregarded.
  • OSM and non-OSM organisations in internal debate. The call to take action was co-produced initially by Geochicas and the communication working group of OSM US Inc. Would an OSM group like to see the OSMF board and OSMF communication working group co-producing a text/statement for that organisation to take action during the course of a debate?

> During the 14th Annual General Meeting it was mentioned that there are things planned by the persons who initiated the call. Suggestion that the board shares openly the next steps as soon as possible for transparency reasons and for community thought and discussion.

Comments by board members

The board

  • is empowered to make decisions till the end of its mandate.
  • asked LCCWG to work with other parts of the community and come back in January with a suggested course of action
  • if it is asked to be responsive to the community, it should take into account community concerns.

Precedents of board decisions during voting:

Other points mentioned

  • No board can bind new boards. The new board can decide to undo every decision of the last board if they disagree.
  • Friendly organisations coming to the board with ideas is something that happens all the time (e.g. via the Advisory Board or other channels).
  • The call to action is not a part of the OSM as an institution. Perhaps the Diversity and Inclusion Special Committee (DISCo) can become active.
  • No decision has been made yet. We'll wait for the LCCWG recommendation in January.

Do board rules of order apply to committees?

Questions by Imagico (guest) in the chat.

Comments by board members

  • The board committees are under the Articles of Association and the board rules of order, as they are part of the board.
  • If community volunteers want to step in and take over some of this work, probably no board members would object.
  • Help in fundraising and other tasks is welcome.
  • The default Conflict of Interest policy applies also to committees.
  • Initiation of a Working Group needs a board decision.

On recent call to action (2)

Comment by Pierre Béland (guest) in the chat.

> I am quite embarrassed to see the many major actors at HOT (Board or employees) while rude attacks against volunteers plus using the Code of conduct to intimidate, harass and exclude, have signed the petition. I question what are the objectives of these HOT actors to have a OSM COC. Problems related to gender and diversity or other ? I think also that it is important ot have cooperative and respectful atmosphere.

The comment was read by the board and it was mentioned that it does not contain a question.

Is Gunner the only option to facilitate OSMF board meetings?

Question by SeverinGeo (guest) in the chat:

> Is Gunner (Allen Gunn) the only option to coordinate OSMF board meetings? In terms of diversity, proposing other styles of coordination may be beneficial? It seems the only person to be used in that purpose on the OSM sphere. I experienced a HOT board meeting with him in 2014.

Comments by board members

  • Gunner does not co-ordinate board meetings, he's the facilitator of recent face-to-face meetings.
  • He's been extraordinarily successful in helping the board to work collaboratively. He also understands OSM.
  • Face-to-face meetings without a facilitator are really hard.
  • Money well spent.
  • If people have other suggestions, feel free to send them to the board.

Can we get an update on the status of the Strategic Plan?

Question by Marc Prioleau (guest) in the chat.

> Can we get an update on the status of the Strategic Plan?

Allan asked the board members to look at the draft Strategic Plan during the circular blackout, if they have time.

Action item: The Secretary to send related links to new board members. The links are also available on the board wiki.

Next meeting

Open board meetings take place online once a month.
Next open board meeting on the 29th of January, at 14:00 UTC.

See the Monthly Board meetings page to find out where board meetings are announced and for a subscription link to have future board meetings automatically added to your calendar.

Acronyms