Annual General Meetings/2020/Suggested resolutions

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This page includes the wikified content of the suggested resolutions and notes. After the 2020 Annual General Meeting it will also contain the results of the votings.

  • Articles of Association (AoA) change (special resolution): At least 75% needed to pass and only normal (regular) members can vote.
  • Other resolutions: At least 50% needed for each to pass, as they are not AoA changes and both (regular/normal) members and associate members can vote.

Voting results and anonymised ballots

Vote 1: At least 75% needed to pass, as it is an Articles of Association (AoA) change.
Vote 2-4: At least 50% needed, as they are not AoA changes.

Vote Result Anonymised ballots (.ods)
1: Allow non-board members to sit on OSMF Committees (special resolution) Passed with 82%

Total: 407. Accept: 334. Reject: 70. Empty: 3.

Vote 1 ballots
2: Amend OSMF Fee Schedule to allow Active Contributor Awardees to receive (regular) OSMF membership, rather than just associate membership Passed with 92.2%

Total: 765. Accept: 705. Reject: 42. Empty: 18.

Vote 2 ballots
3: Work on membership prerequisite Passed with 79%

Total: 765. Accept: 604. Reject: 128. Empty: 33.

Vote 3 ballots
4: Instruct the Board to investigate paid votes Passed with 78.6%

Total: 765. Accept: 601. Reject: 127. Empty: 37.

Vote 4 ballots

Suggested change to the Articles of Association and other resolutions

The following resolutions, proposing

  1. a change to the OpenStreetMap Foundation (OSMF) Articles of Association to allow non-board members to sit on OSMF Committees (special resolution)
  2. a change to the active contributor programme to allow Active Contributor Awardees to receive (regular) OSMF membership, rather than just associate membership,
  3. an instruction to the board to work on membership prerequisites, and
  4. an instruction to the board to investigate paid votes,

are suggested by the OSMF Board of Directors for the 14h Annual General Meeting of the OpenStreetMap Foundation. The Board recommends that the members vote yes to all the resolutions. They will be presented as individual votes on the ballots.

Vote 1: Allow non-board members to sit on OSMF Committees (special resolution)

The amendment is to change the current §91 of the Articles of Association:

Old:

91. The Board may delegate any of their powers to committees consisting of such member or members of the Board as they think fit, and any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Board. The meetings and proceedings of any such committee shall be governed by the provisions of the Articles for regulating the meetings and proceedings of the Board so far as applicable and so far as the same shall not be superseded by any regulations made by the Board.

New:

91. The Board may delegate any of its powers to committees consisting of at least one member of the Board and such other members, or associate members, of the Foundation as the Board may think fit, and any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Board. The chairperson of such a committee shall be a member of the Board. The meetings and proceedings of any such committee shall be governed by the provisions of the Articles for regulating the meetings and proceedings of the Board so far as applicable and so far as the same shall not be superseded by any regulations made by the Board.

Diff format (deleted text added text). Changes are highlighted in bold.

91. The Board may delegate any of their its powers to committees consisting of such at least one member or members of the Board and such other members, or associate members, of the Foundation as they the Board may think fit, and any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Board. The chairperson of such a committee shall be a member of the Board. The meetings and proceedings of any such committee shall be governed by the provisions of the Articles for regulating the meetings and proceedings of the Board so far as applicable and so far as the same shall not be superseded by any regulations made by the Board.

Rationale

The OSMF's Articles of Association allow the Board to create “committees” to do things, but they can only have board members on them. This will not change the fact that most OSM (& OSMF) work happens in our excellent Working Groups. The Board doesn't want that to change. But there is probably some Foundation (or Board) work that could be done by committees.

So we'd like to change it so that the Board can create committees which can have OSMF (regular) members & associate members on it. In order to move cautiously, we will still insist on at least one Board member on each committee, and require that the powerful position of “chair” be held by a Board member. The Board will still have to create these committees and decide what, if any, powers and duties they would have.

The OSMF has not used committees before, but we on the Board think it could be a useful tool for the future, so the Board recommends that the members vote yes to approve this change.

This will be a yes/no vote on accepting this AoA change.

This will be accepted if more than 75% vote yes, and only (regular) members can vote. Associate members cannot vote.


Related discussions:


Vote 2: Amend OSMF Fee Schedule to allow Active Contributor Awardees to receive (regular) OSMF membership, rather than just associate membership

(This is not a change of the OSMF Articles of Association)

The amendment is to change the active contributor membership programme.

Old:

The membership fee for associate membership, which normally is tied to the regular membership fee, may be waived if the person applying for membership can demonstrate that they have consistently made sizeable contributions to OpenStreetMap, for example by mapping.

The OSMF Membership Working Group will, together with the Board of Directors, define what counts as “sizeable contributions”.

Just like paid membership, membership under the membership fee waiver programme must be renewed annually.

New:

The membership fee for regular or associate membership may be waived if the person applying for membership can demonstrate that they have consistently made sizeable contributions to OpenStreetMap, for example by mapping. The OSMF Membership Working Group will, together with the Board of Directors, define what counts as “sizeable contributions”.

The applicant chooses between regular membership or associate membership when applying.

Membership under the membership fee waiver programme must be renewed annually.

Diff format (deleted text added text). Changes are highlighted in bold.

The membership fee for regular or associate membership , which normally is tied to the regular membership fee, may be waived if the person applying for membership can demonstrate that they have consistently made sizeable contributions to OpenStreetMap, for example by mapping.

The OSMF Membership Working Group will, together with the Board of Directors, define what counts as “sizeable contributions”.

The applicant chooses between regular membership or associate membership when applying.

Just like paid membership, mMembership under the membership fee waiver programme must be renewed annually.

Rationale

The OSMF's Active Contributor Programme started last year, and it grants free OSMF associate membership to people who “can demonstrate that they have consistently made sizeable contributions to OpenStreetMap”. By default, if you have made a map edit to OSM on at least 42 days in the last year, you get in. Otherwise the Board looks at your contributions and decides on a case by case basis. It has been very successful, with several hundred people receiving it.

Initially this programme only granted people associate membership of the Foundation, rather than (regular) membership. Associate membership is nearly identical, but there are some little legal differences, like a requirement to give the Foundation your address. Importantly, associate members are not legally members of the Foundation, and cannot be elected to the Board, nor vote on changes to the Foundation's Articles of Association.

We would like to change that, and to allow people to choose between (regular) membership and associate membership. This also opens up (full regular) membership to people who cannot afford the (current) £15, or cannot transfer the money. The fee to a member of the Foundation is covered by §§22→25 of the Articles of Association. §23 says “The board may set fees which vary (including in the manner of their computation) depending on circumstances…”, but (as per §24), “any change to the scale of fees shall not take effect until it is approved by a General Meeting”. So we need all of you to vote on this proposal.

The Board recommends that the members vote yes to approve this change. This will be accepted if more than 50% vote yes, and (regular) membership and associate members can vote. If you approve this change, this will not change the existing method of becoming a (regular) member: Anyone will still be able to join just by paying £15, regardless of how much mapping or contributing they do (or don't do).

This will be a yes/no vote on accepting this non-AoA change.

Both (regular) members and associate members can vote.This will be accepted if more than 50% vote yes.

Vote 3: Work on membership prerequisites

Proposal:

The board of directors shall, together with the OSMF Membership Working Group, work on a set of proposals to ensure that all successful applicants for membership or associate membership in the OpenStreetMap Foundation have made a reasonable amount of contributions to OpenStreetMap. The specific form of the contributions (e.g. mapping vs. non-mapping) does not make a difference for the fulfillment of these prerequisites. The board shall submit these proposals as possible resolutions at a general meeting in 2021.

Rationale

This change would more firmly establish the OSMF as an entity serving the people and communities who create OpenStreetMap. By ensuring that votes in Foundation elections and resolutions are cast by OpenStreetMap contributors, it becomes more likely that the Foundation will continue to support the project well.

The criteria are meant to be similar in spirit, although not necessarily in scale, to the fee waiver criteria (known as active contributor membership). In particular, they are meant to allow for non-mapping contributions.

Until the next general meeting, the board and MWG would have time to perform a more thorough legal and community review. The membership would then be presented with a set of fully-fleshed out proposals to adopt or reject.

A possible implementation could be based on powers under §15 of the Articles of Association. Unlike the fee waiver, eligibility would then be evaluated as a one-time step during application for membership, rather than annually. As such, members do not have to fear losing their membership if their activity fluctuates or declines. Other implementations, e.g. based on a change to the Articles of Association, would be feasible as well.

This will be a yes/no vote on accepting this non-AoA change.

Both (regular) members and associate members can vote.This will be accepted if more than 50% vote yes.

Vote 4: Instruct the Board to investigate paid votes

Proposal:

Instruct the board to investigate how susceptible OSMF members are to being forced, or coerced, to voting a certain way, and investigate how easy it is to purchase votes in the OSMF. Since the Board agrees that the OSMF should be a democratic society, controlled by its members voting in free and fair votes, the board shall investigate if a change should be made to the Articles of Association (AoA) to safeguard and protect that goal, and consider whether an AoA amendment should be proposed to the OSMF members within the next 12 months.

Rationale

This resolution commits the board to investigate the issue of requiring voters to be "free to vote", and to consider if there should be an AoA change. Voting Yes on this doesn't mean that you think paid votes are a problem, it doesn't mean the Articles of Association will be changed, just that you think that the board should investigate the issue. Initially the text was suggesting an AoA change, which was later replaced by the text above in order to provide sufficient time for discussions.

This will be a yes/no vote on accepting this non-AoA change.

Both (regular) members and associate members can vote. This will be accepted if more than 50% vote yes.