Board/Minutes/2020-02

From OpenStreetMap Foundation

Location: Channel "OSMF Board of Directors (Public)" on Mumble.
Date and time: Thursday, 27th of February 2020 at 17:00 UTC - Countdown

Acronyms

Contents

Participants

Board members

  • Allan Mustard (chairing)
  • Paul Norman (joined approximately 4' after start)
  • Rory McCann
  • Guillaume Rischard
  • Joost Schouppe
  • Tobias Knerr
  • Mikel Maron

Biographies.

Guests

  • 6 guests

Open to all OSMF members.

Guests are welcome to speak at the end of the meeting on the topics that have been discussed. Please note that text messages sent on Mumble chat may not be seen by people who join using mobile apps.

Not Present

Administrative

Previous minutes

Circular Resolutions

Board_Rules_of_Order#7._Circular_Resolutions

2020/Res07 Approve financial hardship fee waiver 2019121810000079

The Board currently decides on membership applications for a fee waiver due to financial need on a case-by-case basis.

Accepted 2020-01-31 with 4 votes in favour: Joost Schouppe, Rory McCann, Tobias Knerr, Mikel Maron.
3 not voted: Allan Mustard, Guillaume Rischard, Paul Norman.

2020/Res08 Approve financial hardship fee waiver 2019123010000108

The Board currently decides on membership applications for a fee waiver due to financial need on a case-by-case basis.

Accepted 2020-01-31 with 5 votes in favour: Joost Schouppe, Paul Norman, Rory McCann, Tobias Knerr, Mikel Maron.
2 not voted: Allan Mustard, Guillaume Rischard.

2020/Res09 Approve financial hardship fee waiver 2020012310000078

The Board currently decides on membership applications for a fee waiver due to financial need on a case-by-case basis.

Not accepted on 2020-01-31 with 6 votes against: Joost Schouppe (they do not talk about their own financial situation), Paul Norman, Rory McCann, Tobias Knerr, Mikel Maron, Allan Mustard (He says nothing about his own personal financial situation).
1 not voted: Guillaume Rischard.

2020/Res10 Approve financial hardship fee waiver 2020012710000089

The Board currently decides on membership applications for a fee waiver due to financial need on a case-by-case basis.

Not accepted on 2020-02-03 with 3 votes against: Paul Norman, Rory McCann (Not enough information on financial hardship), Tobias Knerr (Not enough information on financial hardship).
3 votes in favour: Mikel Maron, Guillaume Rischard (Substantial contribution), Joost Schouppe (15 euros is in fact a huge amount for most people in that country)
1 not voted: Allan Mustard.

2020/Res11 Approve financial hardship fee waiver 2019103110000057

The Board currently decides on membership applications for a fee waiver due to financial need on a case-by-case basis.

Not accepted on 2020-02-02 with 2 votes against: Paul Norman, Tobias Knerr (Not enough information on financial hardship, should be encouraged to reapply with more information).
2 abstained: Mikel Maron (I think it’s sufficient info, but will go with consensus to ask for more info), Guillaume Rischard (Same as Allan).
3 not voted: Allan Mustard (Perhaps we can ask him for more details on his financial hardship and to resubmit with that information), Rory McCann, Joost Schouppe.

2020/Res12 Reaffirm support for existing value statements

The OSMF board reaffirms our support for the community's core values described at https://wiki.osm.org/Foundation/Core_Values. In addition, we view https://wiki.osm.org/How_We_Map as a good summary of how the OSM community works. We do not intend the Foundation's recently adopted Diversity Statement to be at odds with either of these older documents.

Accepted 2020-02-20 with 6 votes in favour: Tobias Knerr, Joost Schouppe, Allan Mustard (There is sufficient confusion in the OSM community that I view this statement as necessary), Paul Norman, Rory McCann (It's good to be 100% clear), Guillaume Rischard (In my view, all of these are on the same level in the hierarchy of norms).
1 abstained: Mikel Maron (There’s nothing I disagree with in the statement. But I don’t think it’s necessary for OSMF to officially reaffirm anything here).

2020/Res13 Approve the OWG budget at the high option

The Operations Working Group has proposed a budget with low/medium/high options costing £58k/£93k/£110k.

Accepted 2020-02-23 with 7 votes in favour: Joost Schouppe, Paul Norman, Mikel Maron, Allan Mustard, Tobias Knerr, Guillaume Rischard, Rory McCann.

Previous action items

The list is sortable, collapsible and contains items that did not arise from board meetings. Incomplete.
Items in blue are either new or have updates.

Name Date Action item and status Source Related to
Board 2019-06 to decide on next steps regarding the request from a contributor to notify Facebook and remove their rights under ODbL if the violation is not fixed after 30 days of notice, as written on ODbL.
# Related talk@ discussion

The decision seems to be (2019-10) to work on a running document (questions/opportunities/decisions to be made) and contact Facebook afterwards with a list of questions.
email LWG
Allan 2020-01-30 to recirculate to the board the document with the previous action items and to appoint the board volunteers to committees. meeting Action items
Guillaume 2020-01-30 to ask the MWG to not forward to the board any membership fee waiver applications that just provide a few words about financial hardship.
# Done.
Meeting Fee waivers
Guillaume 2019-12-23 to pay Loomio when our free period runs out. Meeting MWG
Guillaume (Taken up 2020-02. Previously: Board) 2019-07 to decide on next steps regarding an email service for OSMF.
# Guillaume is looking into it (2020-02). An added difficulty is the documents hosted by Working Groups on Google drive.
email FOSS policy
Joost/Heather 2019-10-16 to work on a running document regarding Facebook attribution. Meeting Facebook
Joost/Heather 2019-10-16 to work on a blogpost regarding Microgrants.
# Call for microgrants committee published.
Meeting Microgrants
Joost Heather 2018-12-28 to process the OpenStreetMap Uganda Local Chapter application.
# In progress.
email Local Chapters
Joost Heather 2019-06-27 to process the OpenStreetMap Česká Local Chapter application.
# Accepted.
email Local Chapters
Joost Heather 2019-07-23 to process the FreeMap Slovakia Local Chapter application.
# In progress.
email Local Chapters
Joost Heather 2019-08-23 to process the OSGeo Oceania Local Chapter application.
# In progress.
email Local Chapters
Joost Heather 2019-09-19 to process the OpenStreetMap RDC Local Chapter application.
# In progress.
email Local Chapters
Joost 2020-01-20 to process the Free Libre Open Source Software Kosova Local Chapter application.
# In progress.
email Local Chapters
Heather 2018-12-20 to draft email to start off discussion on the osmf-talk mailing list about developing guidance for our involvement in politics/activism.
# Was Peter's. Assigned to Heather on 2018-12-20.
meeting Activism
Heather 2018-09 to draft post on OSM validation practices. email Vandalism
Kate 2019-05-18 to write Administrative Assistant's job description.
# Possibly completed.
F2F 2019 Admin. Assistant
Kate 2018-12-20 to write to the Data Working Group to see if there's anything further the board can do to support them. meeting DWG
Kate 2018-09 to draft rapid response plan for when bad things happen. email Vandalism
Kate 2018-02-15 to follow up with Grant about the technical workaround of having conference announcement banners on osm.org linked to landing pages on the website. meeting OWG
Kate 2018-01-18 to update the etiquette and add a reporting plan. meeting Communication
Mikel 2020-01-30 to draft proposed changes to board rules of order and go back to the board. meeting Rules of order
Mikel (taken up 2020-02) (was: Frederik/Heather) 2019-05-18 to complete and share job description for someone to prepare a pull request for acceptance against the current “openstreetmap-website” code that will implement these changes (related blogpost). F2F 2019 GDPR
Mikel/Paul 2018-03-15 to look at the ten most active mailing lists and see if people listed as admins are active in the moderator role, what is in place, and how they manage the lists.
# 2018-05-24 Mikel drafted email and both agreed on some modifications.
meeting Communication
Mikel/Joost 2019-05-18 to document working group practices, draft WG “rules of order". F2F 2019 WGs
Mikel (previously: board) 2019-09 to decide about registration at the Benevity Causes Portal
# Email sent to Benevity (2020-02-26) by Mikel. No reply and issue was closed.
email Donation
Paul 2019-06-19 to switch limesurvey plan to annual & expert, transfer (limesurvey) ownership to OWG, billing to OSMF and give access to Mikel, Joost and Dorothea.
# The plan won't be changed for the time being.
meeting Surveys
Paul 2018-05 to take feedback from the pre-F2F 2019 survey to developers that is about software.
# Might have been completed.
F2F 2019 Survey
Paul 2018-04-19 to document the evaluation process of software and services used by the OSMF. meeting FOSS policy
Paul 2016-10-28 to create a page on the wiki, listing software products which are used by OSMF and are closed-source and/or are externally hosted.
# Was Peter's
meeting FOSS policy
Topics: Treasurer's report. | Czechia LC application | New fee waiver scheme | Active contributor membership | WG survey | Microgrants | F2F planning | OSMUS LC expressed interest | AB update | Guests: 18K GBP in OWG budget

Paul joined approximately 4' after start.

Treasurer's report

Foundation in extremely good financial health:

  • 613,265.47 EUR / 673,478.94 USD

Trips

  • Cambridge, UK - met Michelle Heydon (accountant) and one of her friends (Edina) who works at Barclays.
  • Karlsruhe, Germany - met Frederik Ramm (previous OSMF Treasurer). Got bank log-in token and SIM card of UK mobile phone.

Barclays

OSMF has two UK bank accounts (Barclays), one in EUR and one in GBP.

Barclays website: Got access - Complex token system.

Director UK residency
As there are no directors who are resident in the UK, we would not be able to open a new account if wanted to today. Although it does not stop us banking with Barclays now, it is something to bear in mind as banking restrictions and money laundering legislation becomes more onerous.

Barclays asking for more information for contact update. Due diligence review. They want a list of normal members.

Xero

  • Expense reimbursement.
  • State of the Map invoices: Xero access given to Christine Karch (SotM Working Group chair).

PayPal

Used (up to now) to receive State of the Map ticket payments and donations.

  • Account still in name of Oliver Kuhn, past Treasurer.
  • Guillaume sent document again - Paypal don't provide information about what was wrong with previous documents.

Transfer of money from Paypal to Barclays:

  • Expensive - we pay for currency conversion twice.
  • Frederik transferred most of the Paypal amount himself (post meeting addition: with agreement of the board) - saved us 6,000 GBP in past years.

New payment provider: Mollie

Background:

Netherlands-based payment provider Mollie seems to have lower processing fees (e.g. sub 2% for a EU credit card transactions) compared to Paypal (~4.4%) or Stripe (4%ish). Mollie also seems to support managing SEPA bank transfers, which would eliminate most of the admin work for SotM working group.

We signed up with Mollie in October 2019 on request from the Membership Working Group (MWG). It is integrated with our membership platform, CiviCRM, and allows people to pay their fees using bank transfers that are automatically recorded (as opposed to MWG operatives having to manually mark a membership as paid after they see money coming in through the bank).

  • Paypal complicated to get EUR out.
  • Barclays transfers sometimes provide no or insufficient information to determine source of payment.

Moving donations and transfers to Mollie

  • Mollie integrates with our accounting platform, Xero, and CiviCRM.
  • See the list of donors.
  • Send receipts and thank you notes.

Transferwise for transfers

  • Successful transfer to Canada, cheaper than transferring from Barclays.
  • Might be useful for State of the Map 2020.
  • Might be useful for donations from US companies.
  • Transferwise asking for more information for contact updates.

Budget

Provided by:

  • OWG (GBP 110,938.43)
  • LWG (GBP 16,700)
  • MWG just got quote.
  • Suggestion to continue with rest Working Groups as previously.

Volunteer auditor

Contacted - haven't heard from him.

Giving money-transfer privileges and locking some funds as bonds

Treasurer's suggestions:

  • OSMF give Michelle and Guillaume money-transfer privileges. Accounts insurance policy up to 250,000 GBP.
  • Leave <£250k on Barclays account to cover budget, park some funds in staggered bonds (put in for fixed amount of time and cannot be taken out (suggestion by Barclay's banker).

Points mentioned during discussion

  • Moving money out of current account seems sensible.
  • Need to ensure liquidity, to cover emergency expenses.
  • Addition of monetary limits - instruct bank to put limit on money transfers and set up notifications.
    • Comment that it is not a fail safe, as can be changed by people with account access and that mandate does not have option to have limit on transfers (may be added manually).
  • Uncomfortable to give money transfer privileges for entire amount in bank.
  • To first decide on the bonds and then give money transfer privileges.

On amount of money needed on hand and bonds

  • Usual good practice to have 1 year of expenses extra as liquidity.
  • Suggestion to leave less that 250,000 GBP (covered by insurance) in the account and have the surplus in bonds. Our annual budget is about 150K GBP, so that would leave ~ 100K GBP for emergency expenses plus income.

On bonds

  • Typically issued by governments and corporations trying to expand. Good growth over time but money tied up for the duration. Guaranteed return, even if a bank goes bankrupt.
  • Barclays interest: ~ 1%.
  • Option already explored by Guillaume.

Suggestions

  • Have short-term bonds (3-6 months).
  • Start with 3-month bonds and then look at longer term.
  • Have more details and specific numbers before deciding.

Action item: Guillaume to prepare a circular on the bonds suggestion.

Voting to give Guillaume (Treasurer) money-transfer privileges

Motion to give Guillaume money-transfer privileges.

Accepted with 7 votes in favour: Tobias Knerr, Guillaume Rischard, Rory McCann, Paul Norman, Mikel Maron, Allan Mustard, Joost Schouppe.

Voting to give Michelle (accountant) money-transfer privileges

Motion to give Michelle Heydon (accountant) money-transfer privileges.

Accepted with 5 votes in favour: Guillaume Rischard, Rory McCann, Paul Norman, Allan Mustard, Joost Schouppe. 2 disagreed: Tobias Knerr, Mikel Maron.

New bitcoin donation

Background:

OSMF accepts Bitcoin donations too. Our bitcoin address is: 1J3pt9koWJZTo2jarg98RL89iJqff9KobpBitcoin. The transaction history is a matter of public record, and can be viewed e.g. at https://blockchain.info/address/1J3pt9koWJZTo2jarg98RL89iJqff9Kobp.

  • On 2020-02-13 12:28 we got a new big donation (thanks!). (post meeting addition: The donation will be converted to EUR.)

Topics: Treasurer's report. | Czechia LC application | New fee waiver scheme | Active contributor membership | WG survey | Microgrants | F2F planning | OSMUS LC expressed interest | AB update | Guests: 18K GBP in OWG budget

Czechia Local Chapter application

OpenStreetMap Česká republika has applied to become the OSMF Local Chapter for Czechia. All necessary documents and translations have been received. The local and membership consultation period has ended.
Joost
  • Quiet community consultation 6 people commented in favour.
  • No objections.

Voting

Accept the OpenStreetMap Česká republika Local Chapter application.

Unanimously accepted with 7 votes in favour.

Topics: Treasurer's report. | Czechia LC application | New fee waiver scheme | Active contributor membership | WG survey | Microgrants | F2F planning | OSMUS LC expressed interest | AB update | Guests: 18K GBP in OWG budget

MWG proposal for the new fee waiver scheme

Joining the OpenStreetMap Foundation used to always require a membership fee (£15 per year). This fee can be waived.'

Current fee waiver program
The Membership fee waiver program is based on the board resolution and the subsequent vote at the 2014 Annual General Meeting. The plan was for people to be able to apply through the fee waiver program for an associate membership, if paying the fee constitutes an unreasonable burden to the member because of 1) lack of a suitable money transfer facility or 2) due to financial hardship.

New fee waiver program
At the 13th Annual General Meeting of the OSM Foundation the membership approved the proposal of opening up this fee waiver to anyone making substantial contributions to OSM as a mapper or in other ways. The new scheme is being developed by volunteers of the Membership Working Group.

Related board discussions:

  • 2019: Aug (Articles of Association changes for the 2019 Annual General Meeting).

Related osmf-talk discussions:

  • Renamed to "active contributor program".

New program

  • People who made a non-mapping significant contribution can write about what they are doing and the board will decide on case by case basis.
  • Mappers: auto accepted if mapping in significant (to be defined) amount.
    • Measure will be number of mapping days, because any other measure is complicated.
    • If the number of mapping days in the previous year is below the threshold, then membership can still be granted, it will just not be automatically granted.

On granted membership

  • The new program grants associate membership. Associate members can vote for board members but cannot be board candidates and cannot vote for Articles of Association (AoA) modifications (they can vote for non-AoA changes).

Concerns

  • Some members of Asian communities feel excluded, as they would not be able serve on the board, unless they pay the fee for normal membership, which could be a large portion of their monthly income.
    • Reduction of membership fees would need an AoA change (voted by membership).
  • Maybe median value will not be the best threshold.
    • That's why MWG will consult the community.

Research by Guillaume and Paul on mapping by current OSMF members

  • See graph below.
  • A lot of members: do not map/we don't know their OSM usernames/have multiple accounts or have supplied invalid OSM usernames (supplying OSM username was not compulsory).
Mapping* days of OSMF members with known OSM usernames in previous year. Analysis by MWG. Data 2020-04

* mapping as in having a changeset uploaded to osm.org.

Suggestions

  • Provide data/histogram to the community with accompanying explanation.
  • Get community feedback on the threshold of mapping days in the previous year that will automatically grant membership.
  • Extension of active contributor program to grant normal membership. This would require a special or general resolution (voted by membership).
    • Was discussed by MWG.
    • Associate members are creation of AoA (while regular member - of Companies Act), therefore we have more freedom on what to do with associate members.

Guillaume to send spreadsheet with data to Allan.

Motion to accept recommendations of MWG

  • the community will be consulted to help define the number of mapping days.
  • the name of the project will change to active contribution instead of fee waiver.
  • people can apply based on other contributions than mapping which they can explain to the board.

Motion withdrawn as it doesn't need a board vote. MWG can proceed and the board vote will be on the final proposal when the number of mapping days has been defined, after the community consultation.

Topics: Treasurer's report. | Czechia LC application | New fee waiver scheme | Active contributor membership | WG survey | Microgrants | F2F planning | OSMUS LC expressed interest | AB update | Guests: 18K GBP in OWG budget

Restricting new memberships to people with significant investment to OSM

The board has instructed the Membership Working Group (MWG) to forward to the board anyone who (applies for OSMF membership and) doesn't have 30 mapping days in the last year.

Related board discussions:

Guillaume

Needs community discussion.

Concern

  • That the two community discussions (together with the proposed active contributor program), will get mixed up.

Suggestion

  • Do the proposed active contributor program community discussion first, as the membership has already decided on that issue at the 13th Annual General Meeting.

Topics: Treasurer's report. | Czechia LC application | New fee waiver scheme | Active contributor membership | WG survey | Microgrants | F2F planning | OSMUS LC expressed interest | AB update | Guests: 18K GBP in OWG budget

Working Groups Survey & "rules of order": next steps?

The relation of the Working Groups and the board has been a subject of discussion during the 2019 board face-to-face meeting, which prompted a survey to be sent to the Working Groups. Feedback was received from representatives of the Data, Membership and the State of the Map Working Groups.

Related board discussions:

Joost

Suggestions

  • Discussion during the F2F meeting.
  • Give indication to Working Groups what to expect from us regarding timeliness of response etc.

Mikel has some suggestions for draft board Rules of Order changes that he will circulate when ready.

Topics: Treasurer's report. | Czechia LC application | New fee waiver scheme | Active contributor membership | WG survey | Microgrants | F2F planning | OSMUS LC expressed interest | AB update | Guests: 18K GBP in OWG budget

Microgrants call for members & next steps

The call for the Microgrants committee is open until the 8th of March 2020.
Joost

Suggestion

  • Board members to nudge people to apply.
  • Several people were hesitant to apply for the microgrants committee, as they want to apply or are close to people that will apply for microgrants.
    • Joost shared his ideas of managing Conflict of Interest similar to what is done on the board.

Selection of microgrants committee members

Options:

  • Vote by each board member and select top five.
  • Consensus model.

Decision

  • Joost will decide the method for selecting the committee members.

Topics: Treasurer's report. | Czechia LC application | New fee waiver scheme | Active contributor membership | WG survey | Microgrants | F2F planning | OSMUS LC expressed interest | AB update | Guests: 18K GBP in OWG budget

Face-to-face board meeting planning

The board will have a face-to-face meeting in London, UK on 21st & 22nd of March, 2020. The meeting will be facilitated by Allen Gunn and the board will also meet members of the Operations Working Group.

Related board discussion:

Joost

Agenda

  • Will be available last minute due to Gunners time constraints, as most people he's working with are changing their schedules due to Covid-19.
  • We might be missing things from people who don't usually participate (as revealed with the previous survey).

Suggestion

Decision

  • There won't be a new survey as the board already has a lot of community feedback: F2F 2019 survey, Allan's initiated SWOT analysis (background) and his 32 calls so far with community members.

On sysadmin participation

  • Grant and Tom have their weekend locked for us.

Topics: Treasurer's report. | Czechia LC application | New fee waiver scheme | Active contributor membership | WG survey | Microgrants | F2F planning | OSMUS LC expressed interest | AB update | Guests: 18K GBP in OWG budget

OSMUS local chapter application status, addendum, SotM US Quick Licence

Initial interest has been expressed before 2017 in a Local Chapter application from the US, as OpenStreetMap US has been operating for nearly 10 years and would like to see the organisation become an official Local Chapter. Communications restarted after the new OSM US was elected in 2019. The OSMF board discussed during the 2019 F2F meeting the questions received and there were in-person meetings of members of both boards during the State of the Map 2019 conference (Sep).

One of the ways forward that was suggested during SotM was to have the LC agreement and an addendum drafted by OSM US. The received proposed draft addendum is here.

Joost
  • Guillaume has been talking with OSM US and Allan had a call with Maggie Cawley.
  • Good contact with their board. They are still being busy as a new board to be able to have a conversation about things.
  • Guillaume and Joost will follow up.
  • Will make this happen, takes effort and time.
  • Hope that we will have a signing LC ceremony in Cape Town (SotM 2020).

Topics: Treasurer's report. | Czechia LC application | New fee waiver scheme | Active contributor membership | WG survey | Microgrants | F2F planning | OSMUS LC expressed interest | AB update | Guests: 18K GBP in OWG budget

Advisory Board - monthly update

The Advisory Board members are separate from the OSMF board of directors - individuals are either nominated by Corporate Members of the OSMF or invited directly by the OSMF board of directors. The OSMF Board of Directors will publicly minute, in the board meeting minutes, any communication sent to, or received from, the AB members. This monthly section is reserved for this purpose. Overview.

AB related updates and board discussions:
2020 Jan
2019 Jan, Mar, Jun, Jul, Aug, Oct

2018 Jan, Feb, Mar, Apr, May, Jun, Jul, Aug, Sep, Oct, Dec
2017 Jan, Feb, Mar, Apr, May (F2F), Oct

Joost
  • Introductory email by Tom Lee, new Mapbox representative.
  • Chairperson reached out to AB members, who were surprised. The board has to maintain lines of communication open with them, WGs and other members of the community.

Topics: Treasurer's report. | Czechia LC application | New fee waiver scheme | Active contributor membership | WG survey | Microgrants | F2F planning | OSMUS LC expressed interest | AB update | Guests: 18K GBP in OWG budget

Any other business

None.

Topics: Treasurer's report. | Czechia LC application | New fee waiver scheme | Active contributor membership | WG survey | Microgrants | F2F planning | OSMUS LC expressed interest | AB update | Guests: 18K GBP in OWG budget

Guest comments or questions

Sparse explanation about the 18K GBP in the recent OWG budget

Comment by Christoph Hormann (Imagico) that the recentcircular on OWG budget had sparse explanation about the 18K GBP (Testable Chef cookbooks).

OWG presented 3 budget options, some done in previous years. No overall budget for this year yet.

  • OWG has asked money for improving testing of our set-up scripts for Chef (carryover from previous budget that did not get spent in previous year).
    • No idea yet who will do that work. Not top priority in budget for getting done this quarter of year.
    • Good work done on improving test automation, without directing any money at it yet.

Topics: Treasurer's report. | Czechia LC application | New fee waiver scheme | Active contributor membership | WG survey | Microgrants | F2F planning | OSMUS LC expressed interest | AB update | Guests: 18K GBP in OWG budget

Next meeting

Board meetings take place online once a month.
New recurring date and time: On the 3rd or 4th Thursday of the month, at 17:00 UTC.

Meeting adjourned: 18:36 UTC

Acronyms