Board/Minutes/2022-05-12

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Draft minutes.

Please note that mid-month board chats are not open to observers and that these minutes do not go through a formal approval process.

Location: Video room at https://osmvideo.cloud68.co
using BigBlueButton.

Date and time: Thursday, 12 May 2022 at 13:00 UTC - Countdown
Acronyms

Some discussion points (not topics) have been omitted.

Participants

Board members

["talk" time*] Name (role, notes)

  • [20'] Guillaume Rischard (chairing, for part of the meeting mainly wrote on the chat)
  • [25'] Amanda McCann
  • [05'] Eugene Alvin Villa
  • [09'] Jean-Marc Liotier
  • [03'] Roland Olbricht
  • [06'] Tobias Knerr

*Includes time when the microphone was activated due to noise.

Officers and board
Biographies

Minutes by Dorothea Kazazi.

Not Present

  • Mikel Maron (Apologies)

Guests

Not open to observers.

Personnel Committee status update

"The personnel committee provides human resources (HR) and organisational support for people doing work for the Foundation for most of their time over the year (long term contractors and employees)"".

Previous board discussion

Suggested by Amanda McCann.

The board has received an email by a community member regarding development of the iD editor and replied that development will resume soon.

- What is expected by the personnel committee? Reports?

  • No meetings of personnel committee members or reports yet.
  • Monthly check-ins with some long-term contractors (e.g. Mikel with Dorothea - Jean-Marc also joined sometimes).

Suggestion: OSMF board to ask Mikel in the board chatroom, if he has time to talk with one of the contractors. If he doesn't have, Guillaume could call them.

Banking

Amanda offered to help.

  • Roland Olbricht (Treasurer) has to install the Bank of Ireland smartphone key-code application and set-up 2-factor authentication.
  • Guillaume Rischard (previous Treasurer) and Michelle Heydon (Accountant) can do payments.

Moderation team candidates

Next steps not defined.

  • Guillaume Rischard didn't have time to chat with Allan Mustard (past board chairperson and suggested moderator) yet.
  • A board member has received emails prompting the board to do something.

On candidates for team to moderate talk@ and osmf-talk@ mailing lists

  • Some moderator candidates for talk1 and osmf-talk2 mailing lists didn't really reply to the board's questions, for example where do they work.
  • One of the proposed moderators has withdrawn.
  • One of the proposed moderators has violated the etiquette guidelines.
  • Proposed moderators are too secretive and have many conflicts of interest.
  • There were probably no exceptional moderation team candidates who were not selected.

1 talk is the mailing list for all OpenStreetMap community members. All past messages are available here.
2 osmf-talk is the mailing list for OpenStreetMap Foundation members (Become a member of the OSM Foundation). All past messages are available here.

On etiquette guidelines

  • Etiquette guidelines were approved in December 2021 - pending approval of moderators - as a sign of good faith towards the moderation subcommittee.
  • The etiquette guidelines are too vague.
  • There is a decision on the etiquette guidelines and there is no problem as such.
  • No point in reopening the etiquette guidelines' discussion.

On moderation subcommittee

  • If there are any concerns expressed for the LCCWG moderation subcommittee, the issue is not whether the members of the subcommittee are nice people or not.
  • Has not responded to the board's question about where the proposed moderators work.
  • They have no governance rules, don't publish minutes, and include people with corporate interests.
  • The board doesn't know how they chose the suggested moderators.

On suggestion to adopt a more straight-forward code of conduct

Risks:

  • Code of conduct being too vague ("be excellent to each other") - which is not helpful.
  • Code of conduct being very specific, it turns controversial fast and the board risks micromanaging the moderation process.
  • Extended time of community discussion.
    • Comment: No point to rehash the community conversation.

Suggestions on voting

  • Approve the remaining suggested moderators and adopt more straight-forward code of conduct, such as the geek-feminism code of conduct for the talk and osmf-talk mailing lists.
  • Approve the remaining suggested moderators with Allan Mustard as the lead moderator. The board will still have oversight over their actions and approve the roster of the moderation team. Comments:
  • Approve the remaining moderators who have answered the board's emails and evaluate after 8 months if the group and/or guidelines need adjustment.
  • Decline the proposed team and ask the moderation subcommittee who else applied.
  • Decline the proposed team and ask the mailing list about who else has applied and if they are still interested to be part of the team. Comments:
    • Sounds reasonable.
    • Doing that makes us look divided, which undermines whoever we appoint as moderators.

On suggested evaluation after X months

Possibilities:

  • Evaluation after X months to see if the moderation team or the Etiquette guidelines need adjustments.
  • Evaluation by the members and associate members, instead of board vote, during the Annual General Meeting (AGM). Comments:
    • Concern if the evaluation date is after the Annual General Meeting, with new board members.
    • We didn't have this type of vote on something that is not an Articles of Association (AoA) change.
    • Will be impossible to change a team appointed by the OSMF members.
    • Removes oversight by the board.
  • Evaluation via a survey.

On oversight of the moderation team

Issue: are we are resilient to when a bad person joins the moderators team?

  • People can appeal to the board about moderation team decisions. This is already mentioned in the suggested process for moderation, created by the moderation subcommittee.
  • Community oversight is important.

On future circular resolution on the issue

  • Should be clear that the moderation team is not a working group.
  • Clarify how new moderator team members can be added.
  • Be explicit what board approval means.
  • Mention that there will be a board circular vote in X months.

Other points mentioned

  • In this age you don't write your own GPL licence or code of conduct.
  • Amanda had applied to be on the moderation team, as a sense of duty to step up, but did not expect to be selected (this was before the moderation subcommittee announced the “no board members” rule)
  • If it turns out that someone exceptional had applied and were not selected by the subcommittee, they could be added by the board at a later point.
  • Ideally have a process which does not depend on whether a moderation subcommittee person is nice or not.
  • The issue might resolve by the mailing list being phased-out at some point.

Consensus seemed to be

At the next board meeting appoint the suggested moderators who are still interested, plus Allan Mustard. Evaluation after a fixed number of months (suggestion: 1 year), either by the board or the OSMF membership.

Requested limitations

  • Temporary team.
  • Scope to be kept as small as possible: for the two mailing lists and not for all the Foundation or channels.

Suggestions

  • Talk with Allan Mustard.
  • Prepare a motion and add topic to next board meeting agenda.

Action items

  • Amanda to create an online document with a suggested motion.
  • Dorothea to add the topic "Approval of the moderators for the talk and osmf-talk mailing lists" to the next board meeting agenda.

Proposal for a new section in the OSMF Local Chapters Agreement

Jean-Marc Liotier shared with the board a link to a draft new local chapter agreement (current agreement here), which contains an additional section about commercial activities of local chapters.

Points mentioned during discussion

  • When accepted, this will become the third active version of OSMF local chapter agreement - there are currently two versions signed by various local chapters.
  • We cannot change the existing signed local chapter agreements - old local chapters have to be offered the new agreement and may accept or decline.

On offering the new agreement also to existing local chapters

Suggestions:

  • Offer the new agreement only to new local chapters.
    • The friction on changing the agreement terms with existing chapters is not worth it.
    • Existing Local Chapter (LC) were founded by people in the spirit of OSMF, while some people of future local chapters might want to capitalise on momentum for reasons different from what OSMF has in mind.
  • Inform existing chapters about the new paragraph regarding commercial activities.

OSMF relocation/subsidiary

Guillaume recently helped register a non-profit in Luxembourg and found out that there is a lot of documentation in English.

Suggestion for relocation/subsidiary in Luxembourg

On arguments which can be presented to the membership

  • Ticks the boxes that the board decided.
  • Other countries do not offer more advantages.
  • Environment in Luxembourg is favourable to international companies, even culturally.
  • Easy access to lawyer there.
  • There is a current board member with experience there.

Other point mentioned

  • It would be convenient (tax-wise) to have OSMF in Europe before State of the Map 2022 (19-21 August 2022).

Action item: Guillaume to schedule a call with Jean-Marc and the lawyer in Luxembourg.


Chat ended 72' after start.

Next meeting

Public meeting on Monday 23 May 2022, 13:00 UTC - Countdown.

Acronyms