Annual General Meetings/14/Minutes

DRAFT and work in progress

Minutes of the 2014 Annual General Meeting of the OpenStreetMap Foundation

Present

Board Members

  • Henk Hoff
  • Dermot McNally
  • Frederik Ramm (chairing & minutes)

(3 board members)

Other Foundation Members

(This list includes both regular and associate members and still needs to be compared against the official records.)

Bob Barr, Alex Barth, Knut Arne Bjørndal, Brett Camper, Rafael Avila Coya, Mike Cunningham, Sergio Ernal (?), Martijn van Exel, Taichi Furuhashi, Daniel Gast, Sarah Hoffmann, Beata Jancso, Marek Kleciak, Floris Looijesteijn, Randy Meech, Severin Menard, Hiroshi Miura, Gaël Musquet, Simon Poole, Christian Quest, Derick Rethans, Michael Spreng, Harry Wood

(23 non-board foundation members - for a total of 26 attendees who are members)

Guests

Matias Barone, Raphael DasGupta, Federico Gasior, Sebastian Mattheis, Juan Nastri, Pabla Ravaschino, Bruno Salerno

Meeting start

The meeting commences at 13:50 ART.

1. Apologies for Absence

Board members Matt Amos, Kate Chapman, and Oliver Kühn are not present.

2. Minutes of the last Meeting

Show of hands, counted by Frederik: 15 in favour, no "no" votes. The minutes of last meeting are therefore accepted.

3. Chairman's Report

Due to the recent resignation of former chairman Simon Poole, Frederik delivers the following report in his place:

The past board period was a bit longer than usual due to this AGM being almost 14 months after the previous one.

Commencing work after the Birmingham AGM, board did a little housekeeping to ensure the smooth introduction of the new "associate membership" brought in through the changes to the Articles of Association.

Board also kickstarted corporate membership with the aim of attracting 20 to 30 members, even though that goal has not been reached yet. Interested members are encouraged to join the Communications Working Group and participate in that effort.

The board is occasionally contacted in matters of attribution and usually refers these cases to the License Working Group, and has explicitly stated in a board decision that it believes attribution to be non-negotiable.

The board was on several occasions involved in Local Chapter discussions. The bulk of the work was done in the Local Chapter Working group, and a number of local chapters have indicated that they're willing to sign the agreement.

The License Working Group has worked out a couple of "community guidelines" that serve to clarify questions arising from the use of our data in practice, and they were endorsed by the board. This is an ongoing process in which further guidelines will be created and similarly endorsed, or existing ones adapted. Interested members are encouraged to join the License Working Group to help.

The Operations working group have done their usual work of keeping the servers running, which involves many a night and weekend shift. They've set up new tile caches around the world, and new servers in London for things like taginfo, GPX rendering, or a second Nominatim server, and performed maintenance and hardware upgrades on existing machines. Some of the servers had to be moved to a different building at UCL for building repairs.

Lastly, the board was concerned with issues of diversity and growing the membership base, resulting in the proposed change in membership fee rules. As for other matters regarding diversity in OSM, the board agrees that this is a worthwhile goal and we'll certainly consider supporting or endorsing guidelines and other measures suggested by the community.

The board wishes to thank all working groups for their contributions to project not just Operations, Communications, Local Chapters, and License who have already been mentioned, but also the Engineering WG, Data WG, and the SOTM organising committee. Help is welcome by any of them.

4. Treasurer's Report

Dermot McNally presents slides in lieu of our treasurer, Oliver Kühn.

TODO: Add some details from Slides.

A full finacial report is available on the OSM Foundation web site.

5. Changes to the Articles of Association

Frederik quickly discusses the proposed resolutions and the rationale behind them. The members vote by electronic ballot. The results are not available until the meeting reconvenes later, but are given at this point in the minutes for convenience.


Special Resolution #1
That the articles of association of the Company shall be modified by deleting from article 85 the sentence “The provisions of sections 283 and 284 of the Act shall apply and be observed.”
accepted with 100 in favour, 5 against, one nil vote.
Special Resolution #2
That the articles of association of the Company shall be modified by replacing the phrase “is no less than 2 and no more than 8” in article 35 by the phrase “falls between the limits set by article 78 at the time of the election”.
accepted with 101 in favour, 4 against, one nil vote.
Special Resolution #3
That the articles of association of the Company shall be modified by inserting the sentence “A general meeting must be held within 18 months of the preceding general meeting.” in, and before the existing text of, article 31.
accepted with 103 in favour, 3 against<br

6. Change to Membership Fees

The members vote by electronic ballot. The results are not available until the meeting reconvenes later, but are given at this point in the minutes for convenience.


The board of the the OpenStreetMap Foundation propose that with respect to section 24 of the Articles of Association, the AGM agree to the following change of the membership fee structure:
1. The membership fee and conditions for regular and corporate membership remain unchanged.
2. The membership fee for associate membership, which normally is tied to the regular membership fee, may be waived if paying the fee would constitute an unreasonable burden to the member, either because of financial hardship or because of the lack of a suitable money transfer facility.
3. In order to be eligible for the membership fee waiver, the applicant may be required to contribute something else of value (e.g: time, …) to the Foundation, for example write a paragraph on mapping in their region.
4. Just like paid membership, membership under the membership fee waiver programme must be renewed annually.
5. Associate members who have joined under the membership fee waiver programme have the same rights as any associate member and the fact that they have joined under the membership fee waiver programme will not be public.
accepted with 190 in favour, 18 against.

7. Election to Board

Dermot explains the new STV voting scheme. The members vote by electronic ballot. The results are not available until the meeting reconvenes later, but are given at this point in the minutes for convenience.

Elected (in the order of STV round in which elected):

  • Frederik Ramm
  • Kathleen Danielson
  • Paul Norman

Not elected (in alphabetical order):

  • Peter Barth
  • Steve Coast
  • Marek Kleciak
  • Randy Meech
  • Ethan Nelson

8. Any other business

TODO: check with video recording.

Severin Menard criticises lack of clarity and short notice regarding the proposed resolutions.

Christian Quest expresses unhappiness about brevity of financial report and information released by board in general.

Marek Kleciak stresses the importance of local chapters and would like to see local chapters have some weight in OSMF work.

Meeting Adjourned

14:25 ART - The meeting is adjourned. Voters have until 15:25 ART to vote.

Meeting Reconvened

17:25 ART - The meeting is reconvened and the results of the voting are announced as given in the above text.

Meeting End

The meeting closes at 17:30 ART.