Board/Minutes/2020-11

From OpenStreetMap Foundation

Contents

Participants

Board members

Biographies.

Guests

Open to all OSMF members.

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/Res54 Allow members to vote to amend the Articles of Association to allow non-board members to sit on OSMF Committees

This circular resolution is for the Board to formally propose the following amendment to the OSMF's Articles of Association (AoA), to be voted on by the OSMF members at the Annual General Meeting in December 2020. Legally only regular memberscan vote, not associate members. The AoA is amended if 75%+ of the votes are in favour.

NB: This not a vote on whether the Board recommends that the members accept it (or not), nor a vote on whether the Board endorses it (or not). (I will make CRs* for that later if relevant). This is merely a vote to allow the members to vote on it.

The amendment is to change the current §91 :

>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for regulating the meetings and proceedings of the Board so far as applicable and so far as the same shall not be superseded by any regulations made by the Board.

and replace it with the following text:

>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for regulating the meetings and proceedings of the Board so far as applicable and so far as the same shall not be superseded by any regulations made by the Board.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):

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.

Unanimously approved on 2020-11-02 with 7 votes in favour: Allan Mustard, Guillaume Rischard, Paul Norman, Joost Schouppe, Tobias Knerr, Mikel Maron, Rory McCann.

* CR = Circular Resolution

2020/Res55 Amend OSMF Fee Schedule to allow Active Contributor Awardees to receive (regular) OSMF membership, rather than just associate membership

This circular resolution is for the Board to formally propose the following amendment to the OSMF's Fee Schedule, to be voted on at the Annual General Meeting in December 2020. This change allows people who receive free OSMF membership to have the option of (regular) membership, not just associate membership. (Regular) members, and associate members can vote, and it passes if more than 50% of the votes are in favour.

NB: This not a vote on whether the Board recommends that the members accept it (or not), nor a vote on whether the Board endorses it (or not). (I will make CRs* for that later if relevant). This is merely a vote to allow the members to vote on it.

The current section reads:

> 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.

The proposed new text reads:

> 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):

> 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.

Unanimously approved on 2020-11-02 with 7 votes in favour: Allan Mustard, Guillaume Rischard, Paul Norman, Joost Schouppe, Tobias Knerr, Mikel Maron, Rory McCann.

* CR = Circular Resolution

2020/Res56 Ask all new chapters to supply info on unsuccessful chapter applications

We have introduced "The report will also list any unsuccessful membership applications with the reason why they were not approved." to Article 9.1 of the Local Chapter Agreement (LCA) for Geolibres*. While it was always the intention to add this to the default LCA we didn't explicitly decide on that during any meeting. This vote is to correct that and add the sentence to the template.

Passed on 2020-11-04 with 5 votes in favour: Joost Schouppe, Rory McCann, Allan Mustard, Guillaume Rischard, Paul Norman.
1 against: Tobias Knerr (This creates extra reporting bureaucracy for local chapters with membership prerequisites similar to the ones we're considering for OSMF. There's no need to mandate reporting for applications rejected due to clearly documented requirements. As a general strategy, we could encourage rejected applicants to alert the foundation if they feel a local chapter unfairly excludes them).
1 not voted: Mikel Maron.

* Asociación Civil Geolibres, recently approved as a Local Chapter for Argentina.

2020/Res57 Approve active contributor membership application 2020103010000181

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

Passed on 2020-11-07 with 6 votes in favour: Mikel Maron, Joost Schouppe, Guillaume Rischard, Rory McCann, Allan Mustard, Paul Norman.
1 abstained: Tobias Knerr (Not enough information for me to decide).

2020/Res58 AGM: Work on membership prerequisites

The board formally proposes that members and associate members vote on the following text at the Annual General Meeting in December 2020:

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 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.

Passed on 2020-11-07 with 3 votes in favour: Paul Norman, Tobias Knerr, Rory McCann (While I am undecided on what type of “membership requirement” there should be (if any!), this CR is a vote on whether to allow the OSMF members to vote on this proposal, to let them have a say. Important issues like this should be decided by the OSMF members, so I vote to let them have their say).
1 against: Joost Schouppe (I fail to see a way to implement this in a way that serves the purpose of significantly lessening take-over concerns, without at the same time making OSMF seem like a closed club that values some types of contributions over other types of contributions. I think the Board should commit to work on lessening take-over concerns, but I do not want to bind the future Board on this particular way of dealing with that).
3 not voted: Mikel Maron, Allan Mustard, Guillaume Rischard.

2020/Res59 Allow members to vote on an Ordinary Resolution to tell the Board to investigating paid votes

I* had previously suggested an AoA change to require that voters be "free to vote". However, in order to give it sufficient time to discuss, I suggest that we not do that this AGM. I propose, instead, that the board submit the following ordinary resolution to be voted on. Legally, and technically, this merely commits the board to “investigate” the issue, and to “consider” if there should be an AoA change. It passes if 50% vote yes.

It allows us to see what the member feel, and allows the members to believe that we're taking it seriously. NB: Voting Yes on this doesn't mean you think paid votes is a problem, it doesn't mean the AoA will be changed, it doesn't mean the Board endorses anything, this is merely a vote to allow the OSMF members (regular & associate) to vote on this.

Text of Ordinary Resolution for the members to vote on:

> That the board will 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 it's members voting in free and fair votes, the board shall investigate if a change should be made to the 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.

Passed on 2020-11-08 with 5 votes in favour: Allan Mustard (Need minor grammar cleanup -- "its" rather than "it's". "It's" means "it is". "Its" is the possessive adjective), Paul Norman, Joost Schouppe, Tobias Knerr, Rory McCann.
2 not voted: Mikel Maron, Guillaume Rischard.

* Rory McCann

2020/Res60 That the Board recommends the members vote Yes to grant (regular) membership to Active Contribution recipients

This is a vote for the OSMF Board recommends the members vote Yes to grant (regular) membership to Active Contribution recipients. The text of the change is on the poll.

This is also a vote for the Board to send the following message to members (regular & associate) endorsing it. (The text is on this hackmd).


OSMF Board recommends the members vote to give full membership to Active Contributor recipients.

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).

Passed on 2020-11-12 with 6 votes in favour: Allan Mustard, Joost Schouppe, Paul Norman, Tobias Knerr, Mikel Maron, Rory McCann.
1 not voted: Guillaume Rischard.

2020/Res61 That the Board recommends the members vote Yes to change the AoA to allow non-board members on committees

This is a vote for the OSMF Board recommends the members vote Yes to allow non-board members on committees. The text of the change is on the poll.

This is also a vote for the Board to send the following message to voters endorsing it. (The text is also on this hackmd).


OSMF Board recommends the members vote Yes to change the AoA to allow non-board members on committees.

The OSMF's Articles of Association allows 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 accepted if more than 75% vote yes, and only (regular) members can vote. Associate members cannot vote.

Passed on 2020-11-12 with 6 votes in favour: Allan Mustard, Joost Schouppe, Paul Norman, Tobias Knerr, Mikel Maron, Rory McCann.
1 not voted: Guillaume Rischard.

2020/Res62 Approve active contributor membership application 2020110310000104

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

Passed on 2020-11-18 with 6 votes in favour: Guillaume Rischard, Paul Norman, Allan Mustard, Joost Schouppe, Rory McCann, Mikel Maron.
1 not voted: Tobias Knerr.

2020/Res63 Approve active contributor membership application 2020110310000355

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

Unanimously accepted on 2020-11-18 with 7 votes in favour: Tobias Knerr, Paul Norman, Guillaume Rischard, Joost Schouppe, Mikel Maron, Allan Mustard, Rory McCann.

2020/Res64 Approve active contributor membership application 2020110810000186

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

Unanimously accepted on 2020-11-18 with 7 votes in favour: Tobias Knerr, Guillaume Rischard, Paul Norman, Allan Mustard, Mikel Maron, Rory McCann, Joost Schouppe.

Previous action items

See Board/Action_Items.

Action items updates

Treasurer's report

Conflict of Interest policy for Working Groups

Related to takeover protections.

The board on 2020-05 adopted the following Conflict of Interest Policy and decided to consult the Working Groups (WGs) if there should be a Conflict of Interest policy for WGs and committees and what changes have to be made to the board CoI policy to make it applicable to these groups.

Past board discussions related to CoI:

Suggested by Tobias.

Changes to membership signup form

Related to takeover protections.
  • Mandatory username field.
  • Optional consent for publication as part of pseudonymous membership lists.
Suggested by Tobias.

DRC Local Chapter application

OpenStreetMap RDC has applied to be the Local Chapter for the Democratic Republic of the Congo.

Local and membership consultations.

Suggested by Joost.

Voting

Uganda Local Chapter application: status report

OpenStreetMap Uganda has applied to be the Local Chapter for Uganda.

Suggested by Joost.

Local Chapters Survey

The Local Chapters and Communities Working Group (LCCWG) sent a survey to Local Chapters and community groups to get their views on why they applied/will apply to become a Local Chapter. One response was requested from each Local Chapter or group. Duration: 2020-03-05 to 2020-04-11. Language: EN.

Joost to summarise the report.

LCCWG related minutes: 2020 Jan, Mar, Apr, May, Jun, Jul, Sep.

Board related discussion: Nov (mid-month).

List of OSMF surveys.

Suggested by Joost.

Attribution Guidelines update

The Licensing Working Group had created a draft attribution guideline , which was subsequently modified by the board. After meetings of the board with Corporate Member representatives on attribution (Jun and Oct 2020) and with LWG members (Oct 2020), the board version was modified.

Attribution related meetings, excluding recurring board and LWG meetings

Attribution related board minutes:

Attribution guidance related LWG minutes:

OSMF members related discussions:

  • Attribution guideline status update: 2019 Aug, Sep, Oct, Nov, Dec
  • Attribution: board letter to Facebook: 2019 Oct, Nov
Requested by Rory.

FOSS policy committee presentation

The FOSS Policy Committee was approved on 2020-09-04 as a a Special Committee under the Board Rules of Order and tasked with implementing the FOSS Policy. Specifically, to:

  • 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.

Suggested by Tobias.

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, Sep, Oct
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

Monthly Local Chapter presentation - OSM Ireland

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

Arranged by Rory.

Presentation by OSM Ireland.

Any other business

Guest comments or questions

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