Board/Minutes/2020-09

From OpenStreetMap Foundation

Contents

Participants

Board members

  • Allan Mustard (chairing)
  • Paul Norman
  • Rory McCann
  • Guillaume Rischard
  • Joost Schouppe
  • Tobias Knerr
  • Mikel Maron

Biographies.

Guests

Open to all OSMF members.

  • 19 guests, including members of FLOSSK (Kosovo) and OSM US.

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/Res39 Approve the creation of the FOSS Policy Committee

The FOSS Policy Committee predates the 2020-07 Board Rules of Order update and was not yet formally approved by the board. Going forward, it should be treated as a Special Committee under the Board Rules of Order.

The committee is tasked with implementing the Foundation's FOSS Policy, specifically:

  • Conduct an inventory of free and non-free tools.
  • Propose concrete alternative solutions for non-free software.
  • Raise awareness around the topic of Software Freedom and Open Culture.

It will report back to the Board of Directors after the completion of the inventory, and will additionally produce a final report after concluding its tasks.

Unanimously approved on 2020-09-04 with 7 votes in favour: Guillaume Rischard, Allan Mustard, Joost Schouppe, Rory McCann, Mikel Maron, Paul Norman, Tobias Knerr.

2020/Res40 Approve active contributor membership application 2020082110000523

The Board currently decides on active contributor membership applications based on non-mapping contributions on a case-by-case basis.

Approved on 2020-09-04 with 6 votes in favour: Guillaume Rischard, Joost Schouppe, Rory McCann, Tobias Knerr, Allan Mustard, Mikel Maron.
1 not voted: Paul Norman.

2020/Res41 Approve active contributor membership application 2020082110000185

The Board currently decides on active contributor membership applications based on non-mapping contributions on a case-by-case basis.

Not approved on 2020-09-04 with 4 votes in against: Paul Norman, Allan Mustard (Mapping days: 36 (20%)), Guillaume Rischard (I agree with both Rory and Joost, and wish they'd just mapped for one more week. They are also working with CartONG as part of a voluntary civil service in France, for which they get paid a small fee of 600-700€/month.), Rory McCann (they have not “demonstrate[d] that they have consistently made sizeable [sic] contributions to OpenStreetMap”. Mapper for 5 months. Not consistent, not sizable. Evidence of other activity not provided).
2 votes in favour: Mikel Maron, Joost Schouppe (They are bound to meet the mapping treshold soon enough, and are already going beyond just mapping - combined I think they are invested enough. Saying "no" now would be quite disappointing to them and risk turning them off).
1 not voted: Tobias Knerr.

2020/Res42 Accept contract with Quincy Morgan

Attached* is a contract for Quincy's work on iD for OSMF.

Unanimously accepted on 2020-09-08 with 7 in favour: Joost Schouppe, Guillaume Rischard, Rory McCann, Paul Norman, Allan Mustard, Mikel Maron, Tobias Knerr.

* Street name and number of Quincy's company address removed, file size: 27 KB.

2020/Res43 Hold a Board Screen to Screen meeting in early October

Many things have moved, and worth time digging into bigger topics. If approved, we'll work on exact dates, topics, length, and possible facilitation.

Approved on 2020-09-17 with 5 votes in favour: Paul Norman, Mikel Maron, Allan Mustard, Rory McCann, Tobias Knerr.
2 not voted: Guillaume Rischard, Joost Schouppe.

2020/Res44 General Meeting with board election on 2020-12-12 16:00

Resolve to announce the holding of a general meeting on 2020-12-12 16:00 with a board election.

An announcement on the process for running for board will be forthcoming. We are considering if there should be any special or general resolutions.

Approved on 2020-09-17 with 5 votes in favour: Paul Norman, Mikel Maron, Rory McCann, Allan Mustard, Tobias Knerr.
2 not voted: Guillaume Rischard, Joost Schouppe.

2020/Res45 Approve active contributor membership application 2020083010000113

The Board currently decides on active contributor membership applications based on non-mapping contributions on a case-by-case basis.

Approved on 2020-09-20 with 5 votes in favour: Tobias Knerr, Allan Mustard, Paul Norman, Mikel Maron, Rory McCann (Several years regular OSM editing, and it's interesting to see them help grow the academic aspect of OSM.)
2 not voted: Joost Schouppe, Guillaume Rischard.

2020/Res46 Approve active contributor membership application 2020091110000308

The Board currently decides on active contributor membership applications based on non-mapping contributions on a case-by-case basis.

Approved on 2020-09-22 with 4 votes in favour: Guillaume Rischard, Allan Mustard, Mikel Maron, Rory McCann (Organising events, and consistent (though low) level of mapping. Looks good.).
3 not voted: Paul Norman, Tobias Knerr, Joost Schouppe.

Previous action items

See Board/Action_Items.

Action items updates

Treasurer's report

  • Microgrants: almost all have been paid out.
  • 2021 budget proposal ongoing.
  • Uganda: Difficult to transfer money.

Coherent non-disclosure agreement policy

  • Signing a non-disclosure agreement (NDA) before joining a Working Group (WG) is currently mandatory for the Licensing and the Membership working groups.
  • NDAs have been signed in the past by members of other WGs, if the WG decided so.
  • OSMF currently has 2 NDA templates available:

Related board discussion: Sep mid-month chat

Suggested by Allan.

Priority: LWG and MWG as part of the procedure to join and also mentioned on the OSMF website.

Action item: Allan to email the rest of the Working Groups.

Conflicts of Interest disclosure

Disclosure of past Conflicts of Interest (CoI). Related to the Sep mid-month chat.

CoI related:
As a UK registered limited company, the OpenStreetMap Foundation must manage Conflict of Interest as covered in Section 175 of the Companies Act 2006. A Conflict of Interest is a set of circumstances that creates a risk that an individual’s ability to apply judgement or act in one role is, or could be, impaired or influenced by a secondary interest.

This Conflict of Interest policy was adopted by the board on 2020-05-08. At the moment, this only applies to the board.

CoI related board discussions:

Suggested by Mikel.

Disclosures regarding 2020 Microgrant applications.

Disclosure by Mikel: Oversight for board-approved Microgrant to Map Kibera.

  • Ideally, during voting on applications selected by Microgrants committee, the ones where board members had a conflict of interest (CoI) should have been split from the rest and voted separately.
  • The result would not have changed.

Disclosure by Joost:

  • Aware about own CoI with board-approved Microgrant application, took measures while interacting with Microgrants committee, but voting on the applications should have been separate.
  • The Microgrants Committee has a ticket for potential improvements of the general procedure and the issue was noted.

On ensuring this does not happen again
Suggestion to ask Microgrant applicants to disclose any relationships with board members on the applications. Feedback collected by Microgrants Committee.

Other points mentioned during discussion

  • The board has a legal duty to raise these issues.

Motion that the board issues a formal apology to membership, Microgrant grantees and the community about the oversight.
Accepted. No objection.

Action item: Joost and Mikel to draft and communicate apology to membership, Microgrant grantees and the community about the conflict of interest oversight during the voting for the acceptance of the 2020 Microgrant project applications.

Personnel committee

This is related to a discussion during the March 2020 board screen-to-screen meeting, where it was suggested to create a personnel committee. The resulting action item was to "Scope out boundaries on committee, safety measures, how to mitigate effects on volunteers, e.g. de-motivation".
Suggested by Mikel.

Discussion draft at Personnel_Committee/Charter.

Current status:

  • 2 persons currently working almost full time (administrative assistant [external consultant] and iD developer) and third to be hired soon (Site Relibility Engineer).
  • The board wants to make sure that people who fill these roles are looked after.
  • Mikel and Tobias have been tasked with this issue.

The document has been passed to Quincy Morgan (iD developer) and the future SRE employee.
Dorothea was asked for feedback.

Next step: The board to discuss draft over next few weeks and ask for feedback from membership, Local Chapter (LCs) with staff and OSM members who run companies.

Board screen-to-screen planning

The Board recently decided on having a screen-to-screen meeting in early October. The previous one was in March.

Related board discussion: Sep mid-month chat

Suggested by Mikel.

Meeting next week.

Takeover protections

This is related to a discussion during the March 2020 board screen-to-screen meeting. The resulting action item was to "keep the "takeover / Articles of Association change" topic moving.

Related board discussions:

Suggested by Tobias.

Received suggestion to become a Community Interest Company (CIC) , like OSM UK.

  • Current situation by design.
  • Might be worth pursuing.
  • Similar options available in other EU member states.

Ideas:

  • Make expectations to members explicit, to clearly vote without being instructed by employer.
  • Formalise requirement that an OSMF member cannot be instructed to vote.
    • Consider UK law (if they exceed a certain level, they will have to be under the PSC (Person of Significant Control) register) - but they can just not declare it.

Other points mentioned during discussion

  • If a company's employees vote for one or more employees of the same company to become members of the board, we can prove that it was a highly improbable event.
    • Our standard of proof is not that of the criminal justice system.
  • Employers might not be requiring but suggesting or encouraging suggestion of candidates.

Suggested measures

  • Skin in the game: Implementation of similar requirement to active contributor membership, where one has to map for 42 days in the past year or have other contributions to have their membership fee waived.
    • It might add administrative burden and activity could be faked.
    • Might send the wrong signal.
  • Make obligatory the submission of the OSM username and monitor new memberships for those who don't fill OSM username/don't map/fake usernames.
  • Document existing ability of membership to submit their own resolution at AGM.

Next step: The board to continue discussion on IRC.

Action items:

  • Board members to ask community for ideas.
  • Tobias to consult with Rob Nickerson (OSM UK representative) and Simon Poole (LWG chairperson) and see for viable options.

Local Chapter applications: Kosovo and US

--

Suggested by Joost.

Members of Kosovo and OSM US were present at the meeting.

Voting for Free Libre Open Source Software Kosova

Consultation

  • Some positive voices.
  • Note about considering language oriented group which might include neighbouring countries.

Points mentioned during discussion

  • Fantastic, friendly community.
  • SotM South East Europe (SEE) 2019 organised by FLOSSK was a great conference.
  • Doing work for years.

Application unanimously accepted.

Voting for OpenStreetMap United States Inc.

Consultation

  • Was relatively quiet.
  • Concern as it's a big country - OSMF will support local groups if need arises.

Other points mentioned during discussion

  • The discussion with OSM US led to the update of the OSMF LC agreement.
  • Will likely lead the way for other Local Chapters, like Japan.
  • Mikel, Allan, Rory and possibly Paul are OSM US members.
    • Being a member does not impose any duties.

Application unanimously accepted.

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, Jul, Aug
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

Action item: Allan to ask the AB Corporate Member representatives and Local Chapter (LC) representatives to have chats separately.

Local Chapter congress coming up in November 21st.

Any other business

Software dispute resolution panel

Board's proposal for a software dispute resolution panel.

The board had reached to Working Groups (WGs), whether they are interested to take this up. Only a negative response from the Membership Working Group (MWG).

LC presentation

  • To be on the agenda next month.

Guest comments or questions

Thanks

Dani Waltersdorfer (OSM US, guest)
Hope that we can all celebrate, in person, when a vaccine is available!

FLOSSK members (guests)
Thanks for the trust and looking forward to work together.

Maggie Cawley (OSM US, guest)
Thanks to Guillaume, Rory and Joost for helping to make this a reality.

How have all the new active contributors affected the takeover risk/approach?

Question by Ferdi (guest)

  • ~201 new active contributor memberships in August (~500 total memberships)
  • ~172 new active contributor memberships in September.
  • Most active contributor members are mapping a lot.
  • Will help with takeover protections as it increases the number of voters.
  • Suggestion for statistics.

Does the creation of a US chapter prevent the future creation of chapters within the US?

Perhaps someday there might be an OSM Texas or OSM New England, etc...
Question by Willem Lee-Stockton (guest).

> No.

  • You might want to coordinate with OSM US.
  • We already have Local Chapters (LC) with overlapping jurisdictions (OSM Ireland and OSM UK, overlapping Northern Ireland).
  • OSMF has to notify OSM US if there is a LC application in the region.

Is it possible to get a recording of this meeting?

Question by Felix D. (guest)

> No.

  • Minutes will be published.
  • Feel free to reach out if there is a question or you want minutes to reflect something.

Next meeting

22nd of October, at 17:00 UTC

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

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