Board/Minutes/2022-02-S2S/Conflicts of Interest

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Notes by participants. Might be enriched.

This session took place in parallel with "Parallel session: Fundraising". A summary was provided to the other group.

Attendees

  • Amanda McCann
  • Jean-Marc Liotier (facilitating session)

Not Present

  • Mikel Maron

Officers and board
Biographies

Post-meeting addition of links and formatting by Dorothea Kazazi.

Collaborative notes

A: Current Conflict of Interest (CoI) Policy: https://wiki.osmfoundation.org/wiki/Conflict_of_Interest_Policy

A: Working Groups (WGs) /etc can decide their own CoI policy, and if they don't tell the board what it is, then the board CoI policy applies to that working group

JM: Asked about our current CoI

OSMF's current CoI policy prevents decisions by members with CoI. One possible further restriction is preventing participation in debates affected by CoI.

A: UK company law doesn't allow a director to do actions which they have a CoI on (i.e. there's a UK legal concept of CoI)

A: A member with CoI is currently allowed to start a circular resolution (CR) (maybe)

A: Amanda has started circular resolutions despite having a CoI on the topic

A: possible next step is for board to change board rules of order to not allow member with CoI to start a circular resolution

JM: Who decides on whether there's a CoI ?

A: CoI policy (& UK law) defines CoI. a board member may request a vote on whether another member as a CoI, but that can be seen as rude.

A: mod subctte didn't think our CoI policy was good enough for the moderation team choice

A: suggestion: update CoI policy to disallow coi'ed members from talking

JM: Asked about CoI on Working Groups

A: board CoI (policy) applies to all Working Groups (unless they say otherwise). explains some history of CoI in Communication Working Group (CWG) (which wasn't much)

Action items

  • Amanda to start the process for a circular resolution to change the Board conflict of interest policy to disallow board members with conflicts of interest from participating in discussion
  • Amanda to start the process on a circular resolution to disallow board members with conflicts of interest from starting a circular resolution vote/motion on a topic