Board/Minutes/2020-08

From OpenStreetMap Foundation

Participants

Board members

  • Allan Mustard
  • Paul Norman
  • Rory McCann
  • Guillaume Rischard
  • Joost Schouppe
  • Tobias Knerr
  • Mikel Maron (joined 7' after start)

Biographies.

Guests

Open to all OSMF members.

  • 13 guests, including Hanna Krüger (FOSSGIS board member, gave presentation) and Quincy Morgan (iD developer, answered board questions).

Guests are welcome to speak at the end of the meeting on the topics that have been discussed.

Not Present

Administrative

Previous minutes

Circular Resolutions

Board_Rules_of_Order#7._Circular_Resolutions

2020/Res38 Funding of projects used in core infrastructure (Nominatim, osm2pgsql, Potlatch)

After community consultation, approve the three projects as discussed on 2020-07-30.

Discussion at https://lists.openstreetmap.org/pipermail/osmf-talk/2020-August/thread.html was mostly about the Flash technology.

Accepted on 2020-08-17 with 6 votes in favour: Mikel Maron, Allan Mustard, Tobias Knerr, Rory McCann, Joost Schouppe, Guillaume Rischard.
1 did not vote: Paul Norman

Previous action items

See Board/Action_Items.

Action items updates

New action item: Secretary to communicate result of infrastructure circular.

Treasurer's report

Phone call of Treasurer with accountant:

  • Microgrant payments can go ahead. The PayPal amount will be used as much as possible.
  • Budget is in progress and draft will be ready soon (probably tomorrow).
  • LWG and OWG have provided estimates for this year.

Suggestion: reach to Working Groups (WGs) before the budget is drafted.

Plan

  • Assume same default amount for the rest of the WGs.
  • Do 2020 budget first and continue with 2021, adjusting as necessary.
  • Budget not to be the first step for the new Treasurer.

On timing

  • We used to do the budget at a different time of the year and we moved to calendar year, as it was confusing.
  • When the switch happened, we did partial budget for one year.

Comment that we have operated without a formal budget for the first half of 2020.

Funding of projects used in core infrastructure: iD

The board has reached out to existing Corporate Members and other organisations for financial support towards the Site Reliability Engineer and iD developer positions.

Topic carried over from July meeting.

Board discussions about funding of projects used in core infrastructure:
2020 July 16 (Nominatim, osm2pgsql, Potlatch), July 30 (Nominatim, osm2pgsql, Potlatch), August (Resolution 38).

  • Community consultation in beginning of August (thread).
  • Community feedback summarised by Mikel and sent to osmf-talk (membership mailing list - you need to be an OSMF member to register).:
    • Some messages of support.
    • Good questions.
    • No upright objections.
    • Suggested considerations: long-term budget planning, risk assessment and structures that will be put in place.

Budget work is proceeding. Mention of the EWG as a potential oversight body.

Considerations

  • If we delay to take decision, we risk to lose Quincy Morgan (iD developer).
  • Financial capability to go ahead and figure funding as we go along.
    • Solid commitments for Site Reliability Engineer and iD: 60-70K USD for both roles (HOT, OSM US and Mapbox ~ 35K committed on email for iD)
    • Some positive indications from other companies as well.
    • 1 Corporate Member (Geofabrik) will upgrade their membership.

Cost

  • 66 EUR/hour (on contract basis).
  • 1 year ~ 130K.

On OSMF commitment

  • OSMF committed 10-20K USD from existing funds.

Suggestion: amendment to motion so that 20K is the hard limit of OSMF commitment (withdrawn after the comments below).
Comments by Treasurer:
* We can afford it.
* We need to guarantee funding for Quincy before he joins.
* Limits us in negotiations with possible donors. Commitment to donors.
* Suggestion to take the risk and have as maximum the full value of the contract (130K USD/year).

Motion to amend initial motion and set sum of 130,000 USD as the budget for iD development.
Voting: Unanimously accepted.

Fund iD

  • Quincy Morgan (iD developer) would undertake consultations, set priorities and write a plan for next 6-12 months and vision going forward.

On whether there will be consultation of the board once the plan has been written

  • Suggestion that it's the decision of the developer and the board can raise issues.

Other points mentioned during discussion

  • Mention of hiring committee for tracking work, evaluating and prividing feedback.
  • Microplan is good for community feedback.

Quincy Morgan (iD developer and present at the meeting) was invited to provide feedback.

  • Sounds good.
  • Will ask for more community feedback on the iD plan to reduce controversy.
  • Quarterly planning meetings, planning public meetings and roadmap.

Quincy was asked if he's aware of the recently adopted hiring framework and if he has any issues. He will look at it.

Motion to hire an ID maintainer with an estimated cost of 130,000 USD.
Accepted. No objections.

Funding and hiring for Site Reliability Engineering position

This is the first position based on the recently adopted Hiring framework. The membership was consulted in July.

Suggested by Guillaume.
  • The board has someone in mind.
  • Details will be made public at a later point.

Points mentioned during discussion:

  • Employment, not a contract.
  • Additional funds for benefits? - No, all included.
  • 35K USD (26,5K GBP) committed by companies so far.
  • 130K GBP is a budget and not how much we'll spend (maximum).
  • JOSM users interested in funding this position.
  • Administrative side is something that our accountant can take-on. We are in touch with HR consultant for contract.
  • We could run like this for a couple of years.

On fundraising

  • Fundraising drive for individual donors possible.
  • Benefits:
    • ownership in the project.
    • variety of income sources.
    • outreach helps with fundraising from larger sources.
  • Previous fundraisers were mostly for servers than services.

Motion to approve a budget of 130K GBP for all expenses linked to Site Reliability Engineer position.
Motion accepted. No objections.

Commitment to open communication channels

The OSMF board would like to make an explicit commitment on behalf of the Foundation: Essential communications will always be accessible through an open, preferably self-hosted platform. They may be published on proprietary channels as well, but only in addition to an open channel.

For the purpose of this commitment, essential communications include:

  • Publications or consultations by the board, WGs, committees or other Foundation bodies.
  • Communications mandated by OSMF policies/guidelines/frameworks and similar documents.
  • Anything related to how the OSMF is governed, such as AGMs and elections.

By open platforms, we mean those that are accessible through open-source software and open protocols, and do not require an account at a third-party service to access. (Read-only public access is sufficient for one-way publications, but not two-way communications.)

We have already consulted the Foundation's working groups to make sure this does not get in the way of their work.

Members discussion on osmf-talk (if you are an OSMF member register here. Archive accessible to all here).

Suggested by Tobias.
  • Community consultation was controversial: not on wording but because it touched on the topic of the "trust and safety" discussion.
  • Suggestion to avoid publishing content exclusively on non-open channels did not face opposition.

Motion to formally adopt the commitment to open communications as outlined in agenda. Tobias will publish it to the OSMF website afterwards. Accepted. No objections.

Mentioned during discussion: working on "Trust and safety" issues.

Dispute resolution panel proposal

Board's proposal for a software dispute resolution panel.

Suggested by Allan Mustard.
  • Community feedback received.
  • Digest created by Allan and circulated to the board. Proposal modified / light changes.
  • Left open:
    • Offer first to working Groups (WGs) to be the panel:. If none accepts we call for nominations to constitute such a panel.
    • Assessment after one year, on whether the panel is functioning properly/needs to continue or change.

Discussion on the possibility of a WG becoming the panel.

  • Suggestion came after consultation with the community and written in the proposal: "Before installing the Panel, and as part of the evaluation at the one-year mark, the OSMF board will verify that existing working groups are not interested in adding this responsibility to their group’s scope."
  • The WG would be the panel.
  • Ancillary duty to WG's remit.
  • Suggestion that if a WG decides to accept, the board to evaluate the offer and decide whether to go ahead with the offer or constitute the panel.
  • Suggestion that if a WG decides to accept and the board approves, the board does not select members of the WG to constitute the panel and the WG works independently.

Amendment to motion proposed and accepted: "If a WG shows interest, we will look at the situation again and decide the next step." Voting on motion approved.

Promotion of the Active Contributor Membership and further reform of the membership

The Membership Working Group (MWG) recently launched the Active Contributor Membership programme. People who contribute significantly to the OpenStreetMap project can now easily become members of the OSM Foundation without needing to pay the membership fee.

"Skin in the game" for all membership applications
General idea: for increased resiliancy, we want to grow the membership with people with "skin in the game". With the "active contributor membership" we actively encourage more of this kind of person to join. We could also "enforce" skin in the game for "regular" members as well.

"Full membership" for "active contributor members"
Active contributor members are associate members. They currently have no right to run for Board and no right to vote on certain types of proposals. According to our legal council, this is fixable in more than one way.

Suggested by Joost.
  • More than 200 new members with the active contributor membership program by the MWG,
  • CWG working on translations (Portuguese and Russian coming up).
  • 8000 people could apply.

Suggestions

  • Contact top contributors per country for under-represented countries.
  • Grant full membership. Consultation with our pro-bono lawyer suggested that
    • it could be possible. So, either abolish Associate Membership or grant additional rights to Associate members.
    • there is nothing in UK law preventing us from granting full membership with 0 fees.
  • Reducing the number of mandatory fields would lower the burden of joining.

On privacy

  • Associate membership is considered as a more private membership, as the residential address is not requested, just the country of residence.
    • Requesting the name ensures we don't have double memberships.
  • Any OSMF member can ask for the membership lists, which has to be provided according to UK law, under certain conditions. The list includes: Full name, residential address (or country) and email address. It does not contain OSM usernames.

Action item: Joost to draft a proposal regarding further reform of the membership.

Other points mentioned during discussion:

  • Skin in the game: We need technical infrastructure first.
  • This would be an Articles of Association (AoA) change. If we want a change this year, the proposal has to be sent to the membership first for feedback and we don't have much time, due to the Annual General Meeting (AGM).

Mikel had to leave ~ 93' after start.

Brexit planning and action

Background by Simon Poole (LWG chair):

As a friendly reminder, the Brexit transition period will end at the end of this year and as you may remember, the question of maintaining sui generis database rights in our data is still open.

It is clear, see https://www.gov.uk/guidance/sui-generis-database-rights-after-the-transition-period, that any newly created databases post 31st December will no longer be afforded sui generis DB rights in the EU. It would seem that the only way around this is to either move the OSMF completely to the EU or create an EU-based subsidiary that will publish in the EU (this potentially creates issues with the contributor terms, but I don't see them ruling such a solution out).

The above is based on the assumption that we are (fsvo) continuously creating new databases that restart the 15 year protection period (if that is not the case then the problem will not be fixable in any case). How often that is the case (as in we have modified the database so substantially that it is considered new) is I suspect a matter of debate, but it is very unlikely to be at the minutely diff level, so we probably have some leeway wrt the December 31st deadline.

Suggested by Guillaume.

Options

  • Move to EU.
  • Have subsidiary in the EU to publish database.

Additional benefits

  • Financial: these options also help with banking, PayPal and we might be able to get tax-free status.
  • Membership: might make rules easier

Other points

  • We also need a representative in the EU for GDPR purposes.
  • Guillaume plans to have meeting with EU lawyer.
  • We're not unique in this situation.
  • We have servers in Netherlands, serving the database.

Link shared: https://www.gov.uk/guidance/sui-generis-database-rights-after-the-transition-period

Question to ask: what's the minimum we need to do, in order to mitigate risk before the deadline.

Action items

  • Guillaume to have a call with a relocation lawyer and come back to the board with a proposal / circular resolution.
  • Guillaume to check on what a move to the EU would mean for contributor terms.

Local Chapter applications: Geolibres and OSGEO Oceania

--

Suggestions for OSGEO Oceania:

  • Sign a memorandum of Understanding about the commitment to help grow potential Local Chapters within the region, or
  • OSGEO Oceania sets up a page about their Local Chapter status, including a note about how they welcome the formation of more Local Chapters within Oceania; combined with an "official" e-mail to the OSMF board that they will keep that note online.
Suggested by Joost.

Oceania

  • Community discussion about OSMF supranational chapters which would represent several countries, several of which might want to become a Local Chapter (LC) in the future.
  • OSGEO Oceania already works with groups representing people from smaller areas.
  • If one of the island nations wants to form an OSMF local chapter, approval is handled by OSMF.

Suggestions:

  • OSGEO Oceania to make a firm commitment (permanent section on their wiki) about welcoming local chapters to have their own determination within Oceania.
  • OSMF to also support sub-national/sub-regional chapters.

Voting for OSGEO Oceania: Accepted. No objections.

Argentina

Main issue: by-laws could be abused to not allow any new members.

Suggestion: addition to section 9 of the LCA, requiring that the LC annual report to list any unsuccessful membership applications with the reason why they were not approved.
* We should ask this of all LCs, as they have measures for entry of new members.
* Geolibres were happy with the solution.
* It's a good idea of having a safeguard in the by-laws allowing to not accept a member.

Voting for Geolibres: Accepted. No objections.

--
The new Local Chapters are the first outside of Europe.

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 of board communications with representatives on the Advisory Board.
(single page displaying all the monthly updates that are linked below)
2020 Jan, Feb, May, Jun
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

Consultation on splitting the Advisory Board

  • Feedback from community, OSM UK LC representative, Facebook.

What is the problem you are trying to solve..?
A split Advisory Board (AB) might be a safe space to speak freely among equals, with possibly similar interests. However: * Small companies might not be comfortable with big companies. * Some LCs might not be comfortable with particular other LCs.

Any other business

Dates and deadlines for the 14th Annual General Meeting to be published.

Guillaume and Joost can do that.

Monthly Local Chapter presentation - FOSSGIS

Presentation by FOSSGIS, the Local Chapter in Germany.

About this section: New idea: Invite a LC to speak at each OSMF Board meeting.

Arranged by Rory

Guest comments or questions

Thanks to Hanna

Maggie Cawley (guest) thanked Hanna.

Question about how will the SRE position get filled out

Question by Eugene Alvin Villar (guest).

  • Not filled yet, we just passed the budget.
  • The board has someone in mind.
  • Details about the selection will be disclosed later.

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.

See the Monthly Board meetings page to find out where board meetings are announced and for a subscription link to have future board meetings automatically added to your calendar.

Acronyms