Difference between revisions of "Working Group Minutes/SWG 2011-05-2"

From OpenStreetMap Foundation
Line 35: Line 35:
Next Week:
Next Week:
* Next meeting: 17:00 UTC Monday 2nd May 2010
* Next meeting: 17:00 UTC Monday 9th May 2011
* Start working through proposed changes.
* Start working through proposed changes.

Revision as of 18:35, 2 May 2011


IRC Name Present Apologies
_chrisfl Chris Fleming y
Eugene Eugene Usvitsky y
toffehoff Henk Hoff y

Also observing Ian Dees (iandees) and Richard Fairhurst (RichardF)

Minutes (Draft)

From previous meeting:

  • Reviewed mail for communication tom osmf-talk mailing list. Chris will get this out Monday evening. *Done.*
  • Chris will e-mail osm-talk. *Still to do.*
  • Henk will e-mail legal-talk for a laywer. *Response from Francis Davy, in progress*
  • Discussion on trying to find a lawyer and some of the practicalities on getting advice.
  • Henk will talk to board about budget for legal assistance.
  • Need to put a timetable together for changes. Currently aiming for AGM at SotM. We need to work back from here. Discuss with Strategic on Friday. *Strategic and Board are happy with this*
  • Need to add text explaining what AoA is for to to wiki page. Henk, will draft this. *Still to do*

This week:

  • We agreed that we're not making any specific provisions for Local Chapters in the articles, subject to feedback from localchapters group.
  • Discussed adding text along the lines for proposal of Resolutions by members that they require "support of x percentage of the members submitted y days before the meeting." where x=20% and y=1 month.


  • Henk to arrange a meeting with Francis.
  • Chris to Add Special Resolutions into proposal on wiki page.
  • Make sure that all topics for discussion are listed on wiki page.
  • Need to add text explaining what AoA is for to to wiki page. Henk, will draft this.

Next Week:

  • Next meeting: 17:00 UTC Monday 9th May 2011
  • Start working through proposed changes.


toffehoff 18:02:07
Hi Ian, great to have you here!±
So, this is todays group of people? 18:02:56
Eugene, chrisfl_ and iandees? 18:03:10
iandees 18:03:23
are you guys actually having a meeting? i was just trolling but i'll be happy to stay and listen    

Eugene 18:03:30
It seems so.    

chrisfl_ 18:03:39

toffehoff 18:04:01
A meeting of the AoA subcommittee ...    

Eugene 18:04:22
iandees: We always welcome everyone to join us. You know, AoA are so interesting!     

iandees 18:04:31
what's AoA?    

toffehoff 18:04:45
Articles of Association    

iandees 18:04:52
oh fun     

toffehoff 18:05:02
Way much more interesting than logo's     

Eugene 18:05:11

toffehoff 18:05:33
Last week: http://www.osmfoundation.org/wiki/Working_Group_Minutes/SWG_2011-04-25
iandees: are you staying on? You're welcome .... 18:05:56
iandees 18:06:31
sure, i'll stick around and probably be quiet.    

toffehoff 18:06:47
Let's start with some updates of what has been done last week.... 18:07:28
Chrisfl_, you've mailed on osmf-talk.... 18:08:00
chrisfl_ 18:08:11
Yes, I got a reply
from Andrew Turvey. 18:08:23
But I've not had time to get back to him 18:08:35
toffehoff 18:08:44
Not by any change Turner? 18:08:57
chrisfl_ 18:09:08
Yes, He was involved in the Wikimedia UK setup so has some experience in this area.
Definitly Turvey 18:09:19
toffehoff 18:09:43
Oh, UK, that guy Turner lives in US.    

chrisfl_ 18:09:51

toffehoff 18:09:57
You'll contact him this week?    

chrisfl_ 18:10:39
Yes, I'll get back to him and let him know that he's welcome to attend and also ask some questions    

toffehoff 18:10:53
I've send a mail to legal-talk. 18:11:03
chrisfl_ 18:11:05
such as does he have any experiece with lawyers
any response? 18:11:10
toffehoff 18:11:15
Also got a response.    

chrisfl_ 18:11:24

toffehoff 18:11:26
From Francis Davy
He is a barister and willing to help us out. 18:12:15
chrisfl_ 18:12:37

toffehoff 18:12:52
He currently is involved with One Click Orgs project to set up a set of articles.
I've responded to him today 18:13:19
chrisfl_ 18:13:23

Eugene 18:13:46
Great news!    

toffehoff 18:14:13
asked him how we could best start off (face-to-face, phone, IRC).
.... amongst others ..... 18:14:19
Francis was on my list, but (unknown to English law), I thought this was not in the area of expertise of barristers .... 18:15:07
Did some reading on what barristers are (in the mean time).... 18:15:38
Absolutely great having him within OSM. 18:16:14
Talked with board about timeline... 18:16:48
chrisfl_ 18:16:49

toffehoff 18:17:41
They have no problem with getting a first draft ready for discussion in Vienna and have a final version ready for AGM in Denver.    

chrisfl_ 18:18:28
cool, my only concern is making sure the AGM has enough time in Denver, in case anyone wants to discuss changes.    

toffehoff 18:18:28
Getting a first draft ready for Vienna is going to be challenging     

chrisfl_ 18:18:51

Eugene 18:18:51
We have almost 2 months.    

toffehoff 18:19:01
Let's see how much discussion we'll have in Vienna....    

chrisfl_ 18:19:04
only 8 meetings... (or possibly less)    

toffehoff 18:19:51
Still have to work on an explanatory text on AoA.....
Anything else to mention? 18:20:46
chrisfl_ 18:20:57
I didn't mail talk.    

Eugene 18:21:18
I didn't get any responses so nothing from my side...    

chrisfl_ 18:22:00
I saw that there is a working group for chapters. Any feedback yet on how we are going to structure them?    

toffehoff 18:22:16
Ah, yes.
Chapters are going to be independent from the Foundation. 18:22:42
Eugene 18:23:10
At least for now.    

toffehoff 18:23:58
However, voting rights is not clear (chapters having voting rights within Foundation).
But also for the Chapters, we may have the same timeline (discussion in Vienna, decision in Denver). 18:24:55
chrisfl_ 18:25:00
good question, if chapters were to have voting rights (ie be members) how would that work for votes.
ie. 1 vote or block votes 18:25:26
toffehoff 18:26:01
There should be a distinction between individual members and the chapters.    

chrisfl_ 18:26:09

Eugene 18:26:13

toffehoff 18:26:52
However, I can see an outcome that says that chapters do not have voting rights within the Foundaiton....    

chrisfl_ 18:27:03
So what we currently have on the wiki page: http://wiki.openstreetmap.org/wiki/Strategic_working_group/Articles_of_Association_Review#Position_of_Local_Chapters_vs_Members    

toffehoff 18:27:37
Right, that is still the question.    

Eugene 18:28:06
Sorry for asking but is there a clear legal definition of what chapter is? And will it differ somehow from some other company/organization?    

chrisfl_ 18:28:08
is what we have said, for now should we say that we don't need to worry about voting rights or Local Chapters as members of any kind?    

toffehoff 18:29:49
I would not focus the discussion on that right now.    

Eugene 18:29:50
I mean they are not registered in UK and thus not a subject of UK law. Perhaps, this question is already answered by someone like Wikimedia Foundation...    

chrisfl_ 18:30:27
I think that each one needs to do whatever is required in there country.    

toffehoff 18:30:53
Local Chapters will be local organisations governed by local laws.
They will have an agreement with the Foundation on how they work together. 18:31:11
chrisfl_ 18:31:30
yes, the only question will be if they include a clause "associating" themselves with the foundation.    

toffehoff 18:31:46
Draft agreement: http://wiki.openstreetmap.org/wiki/Foundation/Local_Chapters/Agreement    

Eugene 18:31:50
I know but in UK's OSMF they will have some right to, say, vote.    

chrisfl_ 18:32:16
at the moment I think we're saying that they won't??    

Eugene 18:32:39
Ok, forget about it. When they'll have a right to vote than we'll raise it again. 18:33:12
toffehoff 18:33:17
But let's not have the local chapters discussion here ....
Eugene: yes. 18:33:41
Eugene 18:33:42
Yup. Sorry again.    

chrisfl_ 18:33:47
cool -so for now we agree that we're not making any specific provisions for Local Chapters in the articles, subject to feedback from localchapters group.    

toffehoff 18:33:56

Eugene 18:34:34

chrisfl_ 18:35:12
cool. What do we want to discuss next?    

toffehoff 18:35:19
sorry guys, but the coffee is making me feel like going to a certain place .....    

chrisfl_ 18:35:39
we can hold for a moment.    

RichardF 18:35:56
I hope that's being minuted    

iandees 18:36:17
i didn't see a motion    

toffehoff 18:36:35
back ....    

RichardF 18:36:37
indeed - thank goodness this isn't videoconferencing    

Eugene 18:36:43

toffehoff 18:36:48
Oh, so that does wake up the rest ...
.... I mean the coffee machine .... 18:37:31
Anyways, what to discuss next. 18:37:49
chrisfl_ 18:38:42
Pick something from the wiki page.    
toffehoff trying to find the wiki page in this forest of open windows.... 18:39    

chrisfl_ 18:40:24

toffehoff 18:40:38
got it, thanks.
Do we miss anything that is not mentioned on the wiki page? 18:42:00
chrisfl_ 18:42:17
Good start.
I think I've given everything a heading. 18:42:29
but we may well find new stuff to think about. 18:42:48
toffehoff 18:43:28
What about proposals....
or how are they called .... 18:43:37
chrisfl_ 18:44:51
do you have an example?    
toffehoff scratching behind my ear 18:45    

toffehoff 18:46:25
.... if the members want something changed on a subject that is not on the agenda of the AGM    

chrisfl_ 18:46:52
So member proposals during a meeting.    

toffehoff 18:47:20
or before in order to get something on the agenda.
ah..... the word is resolution.... 18:47:28
chrisfl_ 18:47:45
members resolutions?
cool. 18:47:51
Cool we do want to make sure this can happen. 18:48:32
toffehoff 18:48:51
Something like, that it needs to have the support of x percentage of the members and needs to be submitted x days before the meeting.    

Eugene 18:49:23
That would be useful.    

toffehoff 18:49:36
There must be some boilerplate text somewhere that can be used....    

chrisfl_ 18:49:53
I'm just looking at what is in Companies Act
So how many members to propose a resolution and how much notice do we think is required? 18:51:50
toffehoff 18:52:57
Would we like to have a number of members, or a percentage of members?    

Eugene 18:53:25
Percentage is better.    

toffehoff 18:54:23
Just throwing out a number: how does 10% sound?    

chrisfl_ 18:54:45
10% is possibly quite high?    

Eugene 18:54:45
I thought of the same number     

chrisfl_ 18:55:05
just to get something on the Agenda.    

toffehoff 18:55:13
This should be members that would like to have the resolution discussed.
They do not need to agree with the resolution. 18:55:23
chrisfl_ 18:56:16
true - at the moment how many people would that be?    

toffehoff 18:56:53
Euh ... about 20 ....    

chrisfl_ 18:57:27
okay - 10% sounds reasonable. I was thinking 10- 20 people.    

toffehoff 18:57:47
Let's also have the number open for discussion.    

chrisfl_ 18:58:19

toffehoff 18:58:34
The main objective is not to have things on the agenda the rest of the meeting does not find interesting enough to talk about.
Days of notice .... 3 weeks? 18:59:03
.... again just throwing out a number .... 18:59:23
Eugene 18:59:36
1 month?    

chrisfl_ 18:59:43
This is the companies act bit:
http://www.legislation.gov.uk/ukpga/2006/46/part/13/chapter/2/crossheading/circulation-of-written-resolutions 18:59:45
I think 1 month is good 19:00:26
toffehoff 19:01:23
ok ....
chrisfl_ can you also link those Company Act texts in the wiki-page? 19:01:51
chrisfl_ 19:02:21
Will do - I have a link to the main act but can put in more specific links.    

toffehoff 19:02:37
It's just passed the hour .... 19:02:45
Eugene 19:03:59
Indeed... I haven't noticed     

toffehoff 19:04:27
Time is going fast when you're having fun 
Let me try and arrange a meeting with Francis. 19:04:59
chrisfl_ 19:05:02
I've tried to keep up with minutes are we've been talking: http://www.osmfoundation.org/wiki/Working_Group_Minutes/SWG_2011-05-2
cool 19:05:13
Eugene 19:05:18

toffehoff 19:05:51
chrisfl_: looks good!
Will you paste in the irc-log? 19:06:13
Or shall I? 19:06:18
chrisfl_ 19:06:19
will do    

toffehoff 19:06:23
I think we've touched every subject of the AoA the past weeks..... 19:07:20
chrisfl_ 19:07:26
Cool - can we try and make sure that eveything we want to cover is listed on the wiki page then we can work down the page as an Agenda?    

toffehoff 19:08:17
OK, If we all think of something we've missed, add it to the wiki page this week.    

Eugene 19:08:35

chrisfl_ 19:08:59
great all. Also I presume we're all happy with last weeks minutes?
Next meeting same time next week? 19:09:10
Eugene 19:09:16

toffehoff 19:09:18
... on both questions.... 19:09:26
Talk to you later then... 19:10:02
chrisfl_ 19:10:07
Cool I grab the log up to here then.