Board/Minutes/2015-05-09

From OpenStreetMap Foundation

OSMF Board Meeting

Location: Mumble, Saturday 09 May 2015, 8:00 PM UTC

Participants

Board members

  • Kate Chapman (chair)
  • Paul Norman (minutes)
  • Frederik Ramm
  • Henk Hoff

Guests

Not Present

  • Oliver Kühn
  • Kathleen Danielson
  • Dermot McNally

Administrative

Previous minutes

http://wiki.osmfoundation.org/wiki/Board/Minutes/2015-04-03

Circular Resolutions

None passed since last meeting.

Previous action items

2014-11-20: Henk to draw up timeframe for devolving membership management to a working group (Done 2015-05-09)
2015-02-16: Kate to draft modified corporate membership program (Done 2015-05-05)
2015-02-16: Kathleen to let the SOTM-WG know we're defining the vision of SOTM for the OSMF
2015-02-16: Kathleen to report back our SOTM discussion in a way that captures the nuance of what was covered and allows for continued conversation
2015-02-16: Henk to document the 2015 goals
2015-02-16: Henk to find board members to peruse each 2015 goal
2015-02-16: Dermot to get board feedback on the provisional board manual
2015-02-16: Dermot to introduce our draft core values to the community in a way appropriate for comment and sharing
2015-02-16: Paul to draft new corp. membership list display (rendered moot)
2015-04-03: Kate to follow up on non-public matter.
2015-04-03: Kathleen to draft advisory board proposal

Membership WG

Henk to have plan by next meeting for moving forwards and any costs for customizing CiviCRM

Corporate membership list display

Possibly superseded by Kate's work on the modified membership program

Non-public matter

Kate to talk to other party involved on Monday.

Non-attendance at meetings

It is becoming difficult to schedule meetings. Some board members do not respond to the doodle after repeated requests and efforts by the secretary to contact them are not working as well as not being an effective use of time.

Duties of board members we agreed on at F2F include attending meetings.

Wikimedia Foundation Board has expectation of participating in at least two-thirds of online meetings in any year.

Counting doodle for upcoming meeting, 3/7 board members are at or below that attendance point.

Reflective of larger problem with disengaged board members.

Not a problem of time zones - only one case of a scheduling conflict

Discussion on ways to motivate board members.

Coworking can help motivate people.

Make it so that people can step down without losing face if they find board duties are not for them.

Circulars

Circular rules state

The proposed resolution is accepted as soon as at least 50% of board members have agreed by making a clear statement to that effect on the board mailing list.

We are unable to get sufficient votes to accept or reject a circular in a timely manner and those not voting are not raising any questions or commenting on the circulars. One of the board duties agreed on is responding to circulars.

Proposed is

1. Minuting who did not respond in the next meeting's minutes.

This is a form of "automatic feedback" of the type encouraged by Gunner. It would allow members to see if board members are regularly failing in their duty to vote yes/no/abstain.

2. Ending voting after one week, or after two weeks if a board member requests an extension

WMF board has a one-week voting period, extended one week if needed.

This would prevent circulars from being blocked when board members do not respond to emails

Brief discussion on #1. Reporting which board members failed to respond might cause them to be criticized by OSMF members and cause board members to disconnect further.

Discussion on Loomio as a technical solution. Not all certain that the problem is a technical one Loomio would solve. Automatically closing circular votes after a time requires change to Board Rules of Order.

Discussion on clarity of #2. Decided to change wording

After one week, or two weeks with the request of any board member, any non-votes are counted as an abstain.

Vote

Vote on amending rules of order with revised wording passed 3-1.


Decided to try out Loomio

Management Team

Not clear if we had decided to officially disband the MT or not.

Officially disband the MT, Kate to send out message thanking everyone for their service.

Close of 2014 business year, budget

Report on 2014 business year and open issues.

Decision requested on cutting off 2014 expense reimbursements on May 31, 2015.

With the change to the financial year, there was a four month period between the old schedule and the new schedule. There are two pressing issues for the accountant

  • Closing the 4 month period and getting in the last expense reports
  • A disputed invoice
    • Henk to send info to the accountant on the invoice if it can't be resolved soon.

There are overdue payments from some companies. Henk and Frederik to sort out who owes what.

Expenses for last year are to be in by May 31, or if someone is unable, they need to notify the treasurer by May 31 that there will be a late invoice.

Budget

Review and discussion of 2015 budget (See email dated April 3rd)

Non-public matter

Details separately minuted as it involves a publicly traded company and potential donations.

AOB

Henk to send timeline from WG.

Ulf Möller award

The Ulf Möller award has been created but never awarded and there are no criteria for awarding it. No money is dedicated to it. No one likes abandoning the award, but might be least bad option.

Discuss further options of honoring Ulf Möller

Next meeting

Some board members will be travelling back from US conference in a month, so schedule for June 10th onwards.

Meeting End

21:27 UTC (1h27m)