Annual General Meetings/2019/Minutes

From OpenStreetMap Foundation

13th Annual General Meeting of the OpenStreetMap Foundation

Draft minutes

Date: 14 December 2019
Place: IRC chat room #osmf-gm on the IRC network irc.oftc.net.

Board Members

  • Kate Chapman (wonderchook) [Chairperson]
  • Frederik Ramm (woodpeck) [Treasurer]
  • Joost Schouppe (joost_schouppe)
  • Mikel Maron (mkl)
  • Paul Norman (pnorman)
  • Tobias Knerr (Tordanik)

Apologies

  • Heather Leson

Other Foundation Members

This list includes both normal and associate members:

Anne Dostert, Chris Foote, Christine Karch, Clifford Snow, Derick Rethans, Dietmar Seifert, Dorothea Kazazi, Gregory Marler, Guillaume Rischard, Harry Wood, Holger Schöner, Ilya Zverev, Jeremy Clough, Jinal Foflia, Joern Heissler Wulf, Klaus-Peter Herrmann, Martijn van Exel, Manfred Stock, Michael Reichert, Michael Spreng, Michal Migurski, Norbert Renner, Nuno Caldeira, Patrik Eschle, Peter Barth, Randy Meech, Richard Fairhurst, Rory McCann, Simon Poole, Steve Friedl, Thibault Molleman, Timofey Subbotin, Tom Hughes.

(33 non-board foundation members - for a total of 39 attendees who are members)

Guests

Gast14, Grant Slater, MatrixTravelerbot[m], midgard, Sanjorgepinho, Seth Arnold, test55.

Meeting Start

The meeting commences at 16:00 UTC and voting closes.

Agenda

Kate links the agenda.

Minutes of the last Meeting

Last year's minutes were accepted.

Chairperson's report

The Chairperson's report and some organisational reports are linked.

Treasurer's report

The Treasurer's report is linked.
OK financially:

  • Membership and donation income pays for everything we need.
  • SotM 2019 was much bigger than 2018 but has brought about the same surplus (£25k) as Heidelberg is more expensive than Milan.
  • With the exception of the huge 2018 Pineapple Fund donation, the years 2018 and 2019 were comparable.

Frederik asks if there were any questions, and says that questions can also be asked later on osmf-talk.

  • The bitcoin income was not accounted for the wrong year, just under the wrong headline - the Pineapple donation was £170k.
  • On donations:
    • in 2018 we got £23k non-bitcoin non-pineapple donations, and £17k bitcoin non-pineapple donations.
    • in 2019 we have received one big bitcoin donation of 0.5 BTC (approx. £2k) and ~ 16k in non-bitcoin donations (through Paypal) up to September.

Frederik is thanked for his work and the clarity of the financial reports.

Election to the Board

There are 12 candidates competing for 4 seats.
562 ballots were cast and 539 were non-empty.

Counting votes using Scottish STV.

Results confirmation
The results from the OpaVote platform were double checked by Michael Spreng (Membership Working Group) and Ilya Zverev (Communication Working Group) using OpenSTV.

Candidates Guillaume Rischard, Allan Mustard, Mikel Maron and Rory McCann are elected.

Changes to the Articles of Association and the Membership Fee Waiver program

Detailed results for proposed AoA and fee waiver changes.

  • Increase “rejection time frame” — passed with 93%
  • Increase vote eligibility lead time — passed with 83%
  • Introduce board eligibility lead time — passed with 90%
  • Board term length and term limits, part 1 of 3 — passed with 87%
  • Board term length and term limits, part 2 of 3 — passed with 83%
  • Board term length and term limits, part 3 of 3 — REJECTED with 67% in favour
  • Cosmetic change to §81 — passed with 97%
  • Fee waiver for mappers/contributors — passed with 91%

All items needed at least 75% to pass, fee waiver needed at least 50% to pass.

Any other business

None.

Thanks to

Kate Chapman and Frederik Ramm, whose terms on the Board ended, as well as Heather Leson, who decided to step down.
Steve Coast, Eugene Alvin Villar, Clifford Snow, Jinal Foflia, Nuno Caldeira, Gregory Marler, Michal Migurski and Dietmar Seifert for being nominees.
Mike Collinson for facilitating the question and answering process.
Michael Spreng, who had access to the Opavote platform and confirmed that the voting was anonymous.
Ilya Zverev and Michael Spreng, who confirmed the Opavote results.
Members of the Foundation, for attending.

Meeting End

The meeting closes at 16:53 UTC

IRC Log

The meeting was conducted over IRC.
IP addresses have been obfuscated.

16:00 @wonderchook: Hi everyone, it is time to open the 2019 General Meeting of the OpenStreetMap Foundation
16:01 grischard[m]: Hello everyone again.
16:01 wonderchook: as stated before if you have not already please message your name to dorothea
16:01 @wonderchook: so your attendance can be noted
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16:01 @wonderchook: we are about to close the voting as well, so if you have had issues voting please speak up now
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16:02:* sanjorgepinho (~94451498@***.***.***.***) joined
16:03 @wonderchook: okay and the polls are closed.
16:03 @wonderchook: while the election is being certified we will go through the rest of the agenda
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16:04 @wonderchook: the agenda is posted at the bottom of this page btw: https://wiki.osmfoundation.org/wiki/Annual_General_Meetings/2019
16:04 @wonderchook: so first up is approving the minutes of the previous meeting
16:04 @wonderchook: you may see the draft minutes here: https://wiki.osmfoundation.org/wiki/Annual_General_Meetings/2018/Minutes
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16:05 @wonderchook: to approve the minutes I need a motion and a second
16:05 grischard[m]: Motion to accept
16:05 woodpeck: seconded
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16:06 @wonderchook: the minutes of the 2018 AGM of the OSM Foundation are accepted
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16:06 @wonderchook: up next is the Chairperson report which you can read here: https://www.openstreetmap.org/user/wonderchook/diary/391577
16:07 @wonderchook: there are also more detailed organizational reports available
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16:07 @wonderchook: here: https://wiki.osmfoundation.org/wiki/OSMF_updates
16:08 @wonderchook: in summary, my report is to thank you all. :)
16:09 @wonderchook: woodpeck are you ready with the treasurer's report?
16:09 woodpeck: yes
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16:09 woodpeck: so i've posted that ahead too, here:
16:09 woodpeck: https://wiki.osmfoundation.org/wiki/Finances/Treasurer%27s_Report_for_the_December_2019_AGM
16:09 woodpeck: the short story is, much like last year,
16:09 woodpeck: we're financially ok, our membership and donation income pays for everything we need
16:10 woodpeck: sotm in 2019 was much bigger than 2018 but has brought about the same surplus (£25k) - that's because Heidelberg is more expensive than Milan
16:10 woodpeck: other than that, and with the exception of the huge Pineapple Fund donation that we got in 2018, the years 2018 and 2019 were comparable
16:11 woodpeck: as you know we've not been doing funding drives in the past couple years
16:11 woodpeck: should we, at some point, want to invest a LOT of money in hardware, we might have to do that again, but as things are we're comfortable enough.
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16:11 woodpeck: i'm happy to answer questions now, or at a later time on the mailing list.
16:11 SK53: I'm not clear about the issue of some bitcoin donations apparently being accounted in the wrong financial year. Could this be clarified. Also were any appropriate adjustments made.
16:12 Derick: Would it make sense to do a funding drive at a set time throughout the year regardless? We don't often get pineapple fund donations?
16:12 woodpeck: sk53, the bitcoin income was not accounted for the wrong year, just under the wrong headline -
16:12 SK53: woodpeck: ah, that's the clarification needed
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16:13 woodpeck: accidentally £186k were reported to be "pineapple donations" when in truth it was only £170k.
16:13 woodpeck: this is only relevant for the future where we have earmarked the pineapple money to be spent on microgrants and other out-of-the-ordinary things.
16:13 @wonderchook: Derick: I think the main thing with a fundraiser is it takes some people to volunteer to run it
16:13 simonpoole: Is my impression correct that essentially all donations given recently have been in bitcoin?
16:14 woodpeck: derick, this, and it is much easier to raise funds for a concrete issue ("let's buy this fat server") than for general donations. but yes, before we introduced the current corporate membership programme,
16:15 woodpeck: it was actually the plan to run a funding drive every year. we just stopped doing it because we didn't want to seem greedy. if the organisation commits to things that cost more money then we will need that again.
16:15 Derick: fair enough
16:15 woodpeck: simonpoole, in 2018 we got £23k non-bitcoin non-pineapple donations, and
16:15 woodpeck: £17k bitcoin non-pineapple donations.
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16:16 woodpeck: in 2019 we have received one big bitcoin donation of 0.5 BTC (approx. £2k I think)
16:16 woodpeck: and ~ 16k in non-bitcoin donations.
16:16 woodpeck: this is only up to september.
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16:17 woodpeck: so we receive much more donations through paypal/bank than bitcoin.
16:17 woodpeck: further questions?
16:18 woodpeck: thank you.
16:18 woodpeck: i'm done ;)
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16:18 Stereo: How much of our income comes from 'regular' members?
16:19 Stereo: As in, natural persons, not corporate memberships
16:19 Stereo: (roughly)
16:19 woodpeck: about £7k per year
16:19 woodpeck: oops sorry
16:19 woodpeck: that was wrong
16:20 woodpeck: it was £19k in 2018 and £7k in 2019 up to september
16:20 woodpeck: expected to rise to about £20k again
16:20 woodpeck: this is because many people sign up/renew in november. who knows why ;)
16:20 Stereo: Ah it says in your report actually, sorry. "We received £19,000 from individual and £69,000 from corporate memberships.
16:21 Stereo: "
16:22 SK53: I'd like to thank woodpeck for his work as Treasurer over the past 5 years, but in patricular for clearly knowing the details of the accounts. I feel that the accounts are much easier to read & understand now. Can I move that we accept these accounts?
16:22 Stereo: Seconded. And thank you very much woodpeck.
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16:22 SpikeUK: Thank you woodpeck!
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16:22 @wonderchook: I don't think we needed to accept them, but thank you :)
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16:23 @wonderchook: next up are the election results, I'm going to announce them in place for our secretary
16:23 @wonderchook: (just checking to see if they are ready)
16:24 woodpeck: that's the thing with STV it takes ages to count!
16:25 joost_schouppe[m]: how do you do an IRC drumroll?
16:25 rorym: 🥁
16:27 Stereo: While they're crunching numbers, I'd like to thank everyone who's worked to make the election possible
16:28 LivingWithDragons: I would like to thank those that are retiring, they've been fantastic for the project & also great to know on a personal/individual level.
16:29 Stereo: That's Michael Collinson and Dorothea Kazazi, and Michael Spreng who's probably fighting opavote right now :)
16:29 rorym: Yes, thanks to the outgoing board members, and to those who helped run the election. And to my fellow candidates, twas a good election.
16:29 dorothea: Ilya Zverev is confirming results, too :)
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16:30 Stereo: Thank you Zverik too!
16:30 Zverik: :)
16:30 Stereo: Should we map a bit while we wait?
16:30 joost_schouppe[m]: what else are yall doing?
16:31 rorym: Quick an import or revert while everyone's distracted
16:31 NunoCaldeira: watching Marítimo at the stadium :)
16:31 migurski: watching one of the cats snooze on the couch
16:31 LivingWithDragons: Too dark to map whatevers outside the train window.
16:31 Glassman: Watching a family of deer walk through are yard.
16:31 jinalfoflia: Waiting to board a plane :)
16:32 SpikeUK: Watching a laptop update Windows 10
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16:32 mvexel: using RapID chirstmas edition to map a bunch of houses
16:32:* SpikeUK I lose I think
16:33 Stereo: Having tea at Luxembourg train station's new restaurant, which I'm mapping at the same time
16:34 pnorman: Having breakfast, since it's 8:30 AM here.
16:34 randyme: Going to the beach with the dogs (in the cold)
16:34 christine-sotm: organizing sotm 2021
16:35 Zverik: christine-sotm: you sure it's not 2020? :)
16:35 Stereo: randyme: isn't it freezing there in December?
16:35 woodpeck: we should do this more often
16:36 rorym: There's an Irish tradition to swim in the sea on Christmas Day.
16:36 randyme: Yes but the dogs still run into the water.
16:36 rorym: It's best to find a pier you can jump off, then quickly get out. Then the food tastes so good
16:36 Stereo: Next agm on the beach, and whoever gets elected has to run into the water?
16:36 Zverik: whoever doesn't, has to stay there
16:36 rorym: OSM Thunderdome
16:37 @wonderchook: well, depends on the hemisphere of the beach I suppose if that is a reward or punishment
16:37 @wonderchook: though actually the beaches where I live are never particularly nice
16:38 pnorman: The beaches here are nice. The water, not so much.
16:38 @wonderchook: yeah, it was more the sticking your foot in the water
16:39 migurski: that’s still technically a swim
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16:39 Derick: coldest dip i've ever had was off the coast of Værøy
16:40 Derick: https://www.openstreetmap.org/relation/5597066
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16:40 LivingWithDragons: I'm with friends that were talking about me not being there(at the AGM). I am very much here.
16:40 woodpeck: if this goes on any longer i will start posting to osmf-talk
16:41 wonderchook: and the newly elected board members are....
16:41 rorym: But aren't we all chill right now?
16:41 Stereo: Ok, I've uploaded my changeset, we can accounce
16:41 midgard: woodpeck: you should have said that sooner :p
16:41 Stereo: announce, even
16:41 @wonderchook: Guillaume Rischard
16:41 @wonderchook: Allan Mustard
16:41 @wonderchook: Mikel Maron
16:41 @wonderchook: Rory McCann
16:42 RichardF: congratulations!
16:42 migurski: congratulations folks!
16:42 seav: Congratulations!
16:42 Tordanik: Congratulations!
16:42 LivingWithDragons: Well done, a good set of 4
16:42 Glassman: congratulations all
16:42 @wonderchook: 562 ballots were cast and 539 were non-empty
16:42 jinalfoflia: Congratulations everyone!!
16:42 SpikeUK: Congratulations to those elected
16:42 okilimu: Congratulations to you Guillaume, Allan, Mikel and Rory
16:42 peda_: congratulations!!
16:42 christine-sotm: congratulations!
16:42 mkl: thanks and congrats Guillaume, Allan and Rory
16:42 rorym: Thanks all! I look forward to working with my fellow board members
16:42 midgard: congratulations
16:43 peda_: wonderchook, special thanks for your services. It was a pleasure to see you in action for the last years
16:43 Sadless74: Congratulations to all new board members!
16:43 rorym: The transfers will be fun to analyze! How many counts! The pol nerd in me wants to analyze
16:43 NunoCaldeira: congrats
16:43 RichardF: are we buying wonderchook a commemorative golden chicken for her service? we should
16:43 Stereo: Thank you very much everyone. Thank you for your trust. We have a lot ahead of us.
16:43 mkl: And thank you to all the candidates and members who participated. This election went very smooth
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16:44 Glassman: RichardF that should be a golden goat
16:44 SpikeUK: ... thanks to all that stood
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16:45 numenor: Congratulations, and have a good start into the new job!
16:45 @wonderchook: and the resolutions:
16:45 @wonderchook: Increase “rejection time frame” — passed with 93%
16:45 @wonderchook: Increase vote eligibility lead time — passed with 83%
16:45 wonderchook: Introduce board eligibility lead time — passed with 90%
16:45 wonderchook: Board term length and term limits, part 1 of 3 — passed with 87%
16:45 wonderchook: Board term length and term limits, part 2 of 3 — passed with 83%
16:45 wonderchook: Board term length and term limits, part 3 of 3 — REJECTED with 67%
16:45 @wonderchook: Cosmetic change to §81 — passed with 97%
16:45 @wonderchook: Fee waiver for mappers/contributors — passed with 91%
16:45 @wonderchook: (all items needed 75%, fee waiver needed 50%)
16:46 Stereo: Is that rejected with 67% in favour or against?
16:46 Zverik: rorym: transfers were indeed spectacular, I believe we'll have the ballots published, or at least I guess me or Michael can send these to you
16:46 Zverik: Stereo: 67% in favour, needed 75%
16:46 Derick: how many votes cast?
16:46 @wonderchook: ballots sent:
16:46 @wonderchook: 707 for aoa
16:46 @wonderchook: 953 for the election
16:46 woodpeck: (17:42:23) wonderchook: 562 ballots were cast and 539 were non-empty
16:46 Zverik: Derick: roughly 260-380 for each of these
16:46 woodpeck: ah sry
16:46 @wonderchook: Stereo: in favor needed 75% to pass
16:47 Stereo: Thank you Zverik and wonderchook
16:47 seav: I wonder why anybody would vote against the cosmetic change.
16:47 RichardF: we fear change
16:48 Zverik: 707 ballots were sent for AoA and 953 ballots for the election
16:48 Zverik: I believe somebody will produce a post with nice charts for this election, it was actually quite exciting :)
16:48 Stereo: It'll be interesting to look at the ballots indeed.
16:49 Zverik: Okay, thank you everyone, and congratulations to the new members of the Board!
16:49 @wonderchook: okay, next up Another Other Business
16:49 rorym: The Irish system is the same, and it takes _days_ to count it all. It's like a game of cricket.
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16:52 @wonderchook: okay, so can I get a motion and second to close the meeting
16:52 @wonderchook: ?
16:52 @wonderchook: assuming the pause means no AOB?
16:52 Stereo: Seconded
16:52 @wonderchook: need a first please
16:53 mvexel: motion to close meeting
16:53 Stereo: Seconded
16:53 Stereo: There :)
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16:54 woodpeck: heather says: Thanks to the current board, all the candidates, winnders and most of all all the members and wider community
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16:54 NunoCaldeira: have a good weekend
16:55 @wonderchook: okay the 2019 AGM is closed
16:55 SpikeUK: Please thank Heather
16:55 @wonderchook: thank you all
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16:55 Stereo: I'd like to thank all the retiring board members, and all the candidates.
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16:55 rorym: Yes, thanks all. It's great to have people wanting to stand. It shows a healthy organisation.
16:55 SpikeUK: Thank you all for running an effective and inclusive AGM
16:55 RichardF: +100
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16:57 Stereo: RichardF: members?
16:57 joost_schouppe[m]: oh you
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16:59 RichardF: Stereo: hey, I joined!
17:00 kph: hey, i am kphklaus.
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17:01 woodpeck: cheers everyone... se you again here or there.
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17:03 Stereo: See you all here next year :)