Working Group Minutes/SWG 2011-05-2
Also observing Ian Dees (iandees) and Richard Fairhurst (RichardF)
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*
- 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 meeting: 17:00 UTC Monday 2nd May 2010
- 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 Sure! 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 ok 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 Turvey? 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 Great. 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 cool toffehoff 18:11:26 From Francis Davy He is a barister and willing to help us out. 18:12:15 chrisfl_ 18:12:37 excellent 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 perfect 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 yes 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 yup. 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 yes Eugene 18:26:13 +1 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 Yes 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 yes Eugene 18:34:34 yes 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 http://wiki.openstreetmap.org/wiki/Strategic_working_group/Articles_of_Association_Review 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 cool 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 Thanks. 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 Great! 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 Awesome. 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 OK 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 Yes. toffehoff 19:09:18 yes ... 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.