Board/Minutes/2021-05

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Draft minutes.

Date and time: Friday, 28 May 2021 14:00 UTC - Countdown

Location: Video room https://osmvideo.cloud68.co/user/ror-nt7-6tu
using BigBlueButton.

Acronyms

Participants

Board members

  • Allan Mustard (Chairing)
  • Eugene Alvin Villar
  • Guillaume Rischard (joined 4' after start)
  • Mikel Maron
  • Rory McCann
  • Tobias Knerr

Officers and board
Biographies

Not Present

  • Jean-Marc Liotier

Guests

  • 11 guests, including Jochen Topf (presenting) and Michal Migurski (presenting).

Open to all OSMF members.

You are welcome to ask questions or to comment (via voice or on the chat) at the end of the meeting.

  • Please mute your microphone when you join, and to preserve bandwidth, refrain from turning on your webcam.
  • If you are in a low-bandwidth environment, you may benefit from using BigBlueButton's low-bandwidth settings.

Administrative

Previous minutes

Circular Resolutions

2021/Res18 Grant Licensing Working Group signing authority for academic use requests

The Licensing Working Group (LWG) receives frequent requests from academics to use OSM derived figures in academic papers. The requests are not going beyond what is already granted through the license, but publishers, such as PLOS, frequently require explicit approval. This is pretty standard, and in line with our mission of use of open data.

Currently only Board members can sign this documents. This circular would grant members of the LWG signing authority on these requests.

Additionally, Dorothea is able to sign documents with permission of Board Members. This circular would grant Dorothea the ability to execute with the Secretary's signature on the form.

Attached is an example permission form from PLOS.

Accepted on 2021-05-14 with 6 votes in favour: Jean-Marc Liotier, Eugene Alvin Villar, Allan Mustard, Rory McCann, Tobias Knerr, Mikel Maron.
1 not voted: Guillaume Rischard.

Circular by Mikel Maron.

2021/Res19 To authorize payment of 100 Euros per hour to the Treasurer

To authorize payment of 100 Euros per hour to the Treasurer, to resolve the current blockage of PayPal and TransferWise accounts, to be charged after the first four hours of work, which will be gratis. The Treasurer shall keep documentation on steps taken and report daily to the Board on progress made.

Accepted on 2021-05-17 with 6 votes in favour: Eugene Alvin Villar, Jean-Marc Liotier (We will get flak over this. I approve because of urgency and only within the perimeter of resolving the current blockage. In other circumstances, even if the Treasurer is most qualified, even if hiring him is most expedient and even if his rates are modest compared to outside help, I would lean towards enforcing the principle of no self-serving), Tobias Knerr, Mikel Maron, Allan Mustard, Rory McCann (The OSMF needs functioning banking services, so this matter is urgent, and I don't believe we have much other options. Extraordinary times call for extraordinary actions).
Abstained (and not invited to vote): Guillaume Rischard (self-declared conflict of interest)

Circular by Allan Mustard.

2021/Res20 Approve active contributor membership application 2021050810000052

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

Accepted on 2021-05-17 with 3 votes in favour: Allan Mustard, Mikel Maron, Eugene Alvin Villar.
1 disagreed: Rory McCann (Hardly any mapping activity in the last 2 years. Not enough evidence & details on non-mapping activity. it's a “not now” from me.)
1 abstained: Tobias Knerr (The applicant appears to qualify for active contributor membership, but it would be preferable if applications included links or other resources to make it easy to verify non-mapping contributions.)
2 not voted: Jean-Marc Liotier, Guillaume Rischard.

Application initially processed by the Membership Working Group.

2021/Res21 Bank of Ireland board resolution

This is the boilerplate board resolution that Bank of Ireland is asking the board to pass, in order to open a bank account for the Foundation.

At a meeting of the Board of Directors* of the Company it was resolved as follows and/or that The Governor and Company of the Bank of Ireland (the “Bank”) be requested and authorised as follows:

1. To open and/or continue one or more accounts in the name of the Company.
2. To enter into those Transactions with the Company as have been specified in the Account Mandate and in accordance with the Treasury Terms and Conditions and/or the Treasury Terms of Business as appropriate, which have been provided to the Company. 3. To act on the Instructions from the Authorised Individuals/Signatories as set out in the Account Mandate.
4. If the Company is using DocuSign or other electronic means to receive and sign the Account Mandate, the Company agrees that it will sign the Account Mandate using an e-signature electronic form.
5. In respect of any information and/or copy documents supplied to the Bank, to disclose to, transfer to, or send copies to any branch, division or other member of the Bank or the Group, any regulatory authority or any other designated body to enable the Bank to comply with its obligations to establish identity of the Company in accordance with applicable anti-money laundering legislation (as may be amended or varied from time to time).
6. To make all and any enquiries which the Bank considers appropriate or to disclose any information provided to the Bank to any third party providing a credit reference or anti-fraud service.
7. The Bank will be supplied with such documentation as required by the Account Mandate, EMIR Reporting Service Special Terms and Conditions, the Treasury Terms and Conditions, the Treasury Terms of Business and the FXPay Special Terms and Conditions, as applicable.
8. To report an eligible OTC derivative trade to a trade repository on behalf of the Company, if so elected, in accordance with the EMIR Reporting Service Special Terms and Conditions (“Special T&C’s”) and on receipt of a completed Section 6 and LEI.

The Company hereby approves the Special T&C’s, in particular the covenants and provisions imposing liabilities on the Company.
9. This resolution will be communicated to the Bank and will in conjunction with the Account Mandate, EMIR Reporting Service Special Terms and Conditions, if applicable, and the Treasury Terms and Conditions and/or the Treasury Terms of Business as appropriate and the FXPay Special Terms and Conditions, if applicable, provide the authority to the Bank to act on behalf of the Company.
10. The Company will notify the Bank in writing, signed by the company secretary or a Director* and one Authorised Individual/Signatory, of any changes to the list of Authorised Individuals/Signatories.
11. The Company agrees to inform the Bank if the Company becomes aware of any changes that may affect the evaluation of the Mandated Transactions as set out in Section 7.
12. The Company chooses to receive the KID for each over-the-counter derivative transaction by means of a website and confirms that the Company has regular access to the internet.
13. The Account Mandate will remain in force until an amending resolution is passed by the Company and a copy of such resolution, properly certified, is communicated to the Bank.

* Or equivalent duly authorised officer (including, in relation to a company incorporated under Irish law, a ‘registered person’ registered with the Companies Registration Office in accordance with Irish company law).

Unanimously accepted on 2021-05-20 with 7 votes in favour: Eugene Alvin Villar, Allan Mustard, Jean-Marc Liotier, Tobias Knerr, Mikel Maron, Rory McCann, Guillaume Rischard.

Circular by Guillaume Rischard.

2021/Res22 Second board resolution to open Bank of Ireland bank account

Opening the BoI account requires two board resolutions. This is the one for the main bank account.

Company account opening application*.

Unanimously accepted on 2021-05-20 with 7 votes in favour: Eugene Alvin Villar, Allan Mustard, Jean-Marc Liotier, Tobias Knerr, Mikel Maron, Rory McCann, Guillaume Rischard.

Circular by Guillaume Rischard.

*.pdf, 2 pages, 41 KB

Previous action items

See Board/Action_Items.

Treasurer's report

  • Fire.com: Sent application to them for 4th time.
  • Bank of Ireland: Application form signed, will be posted to Rory.
  • Wise (formerly TransferWise):
    • Haven't heard from them on the appeal for closing our account.
    • The person Gunner knew has left Wise - he knows someone else on another department.
  • PayPal: unblocked and used together with the new Paypal card (in GBP).

> Have all outstanding payments been paid?

Unsure - nothing urgent. Board members can check outstanding invoices in Xero (accounting service that OSMF uses).

Where we are with hiring a Senior Site Reliability Engineer

  • Guillaume spoke with the person who will be hired.
  • Guillaume and Mikel worked on year plan and on description of the position.
  • The description has been sent to the person who will be hired.

Suggestion: Work on the document over a call.

Articles of Association: Count time as associate member for board candidacy requirements

Vote

Motion to put the suggested change below of the Foundation’s Articles of Association to be voted by the OSMF members at the next General Meeting.

Points mentioned during discussion:

  • If the change will be voted at the next General Meeting, it won't be applicable to candidates for that election.
  • It is a lot of work to organise a General Meeting before the one that will take place in December.

Accepted with 5 votes in favour: Allan Mustard, Eugene Alvin Villar, Mikel Maron, Rory McCann, Tobias Knerr.
1 abstained: Guillaume Rischard (not convinced it is necessary, uses board bandwidth and General Meeting bandwidth).
1 not voted: Jean-Marc Liotier (not present).

Old:

Any person who has been a member of the Foundation during the full 180 days prior to their appointment, and who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director-

(1) by election at a general meeting; or
(2) by a decision of the directors.

New:

Any person may be appointed as a director who is

(1) eligible to be appointed under these articles
(2) willing to act as a director, and
(3) permitted by law to do so.

A person is eligible to be appointed as a director if they have been a member of the Foundation during the full 28 days immediately prior to their appointment, and have been a member or associate member of the Foundation during the full 180 days immediately prior to their appointment.

Directors may be appointed

(1) by election at a general meeting; or
(2) by a decision of the directors.

Rationale

The OSMF board discovered an oversight in the Articles of Association (AoA) during the preparations for last year’s elections: People who have been part of the OSMF for a long time, but spent much of that time as associate members, may be prevented from running for the board because they do not formally meet the requirement of having been a member for 180 days. This is because “associate members” are not a subset of “members” under the AoA.

We hope that this is a straightforward correction. Directors still need to be regular members, but under the new eligible criteria, they would have time to change their membership status after deciding to stand for election.

Draft attribution guidelines

Advisory Board - monthly update

Meeting of the board with Advisory Board representatives last Tuesday.
Participants and observers mostly from Local Chapters.

Agenda was:

  • State of the Map Program Committee: How is the program committee determined? Ensure OSGeo Oceania is more active for future State of the Map conferences. (suggested by OSGeo Oceania - Local Chapter)
  • OSM Special Interest Group: How OSGeo Oceania is supporting OSM. (suggested by OSGeo Oceania - Local Chapter)
  • Update on hiring of Senior Site Reliability Engineer. (board)
  • iD maintenance plan post Quincy* leaving. (board)
  • “Takeover Protection” threat models. (suggested by Mapbox representative - Gold Corporate Member)

* Quincy Morgan: iD developer

Next Advisory Board meeting in 3 months.

Suggestion by Allan:
Put together a group that will look at take-over protection, including people with expertise external to the board.

Board members were asked about objections on having Allan to start polling the membership to see if there are people with expertise that can form a group/committee to examine the issue. No objections.

Action items

  • Allan to make a call for volunteers to form a special committee.
  • Guillaume to ask pro-bono lawyer for recommendations of people specialising in mergers and acquisitions.

Local Chapters and Communities Working Group Moderation Subcommittee - status update

Presentation by Michal Migurski (Local Chapters and Communities Working Group (LCCWG) moderation subcommittee).

  • Meetings every 2 weeks for the past 6 months.
  • 28 participants, of which 20 were repeat participants.

Progress:

80 people expressed interested after the initial call. All were asked to indicate the way they wanted to be involved in the process.
- 24 asked for invitations to the meetings.
- 14 asked to be included in draft reviews.
- 16 volunteered to be researched for interviews.
- 14 volunteered to be considered as moderators.

Current status

  • Defining moderation process.
    • Investigated policies and practices of other organisations in non-profit and mapping ecosystem (Mozilla, code and humanitarian organisations).
  • In-person interviews by Michal, Simone and Hanna.
  • Starting process of moderators recruitment.

Next step (delayed by 3 weeks)

  • Draft proposal and seek feedback.

Draft to be completed by June board meeting.
To bridge the delay, meetings will now take place every week, instead of every 2 weeks.

Questions by Guillaume Rischard (board)

- The lists are up-to-date.
- A lot of people are familiar names. The subcommittee was seeded by members of the LCCWG and expanded via the call of participation, which went through OSM channels.
- Participation in a group like that is considered de facto as a signe of being part of the community.

Comments by board members

  • At least one person who doesn't map.
  • Being a member of the OSM community is not defined by whether someone maps.
  • Comment by Rory McCann (board) that they are not a member of the moderation subcommittee, though they are listed on the subcommittee page.
  • Thanks expressed to the subcommittee.

On the call for moderation recruitment

  • Call on blog.openstreetmap.org, echoed on Twitter account. Expressions of interest on the google form had referrers from the blog, Telegram unofficial), Facebook, OSM forum, OSM wiki and Gmail (probably from talk mailing list).
  • The call for participation included fields that requested responders to express interest in different aspects (reviewing, moderation, interviews etc).

Monthly presentation - Jochen Topf

Jochen's report to the OSMF board about his activities in OSM developer/core work. Links for software/services below were supplied by Jochen.

Software developed or maintaining

Services running

Funding related

On funding by OSMF in 2020 for work on osm2pgsql (see the "background" above for additional links)

On coastline work

  • Happy to keep working on the software but not to decide on the tagging.
  • Currently the Data Working Group (DWG) is aware of the problem with the coastline and works on some related cases.
  • There could be technical improvements but is a bigger project.

Suggestions

Action item: Rory to copy Jochen's report from his blogpost to the OSMF website.


Mikel on monthly presentations during board meetings

  • Monthly presentations by Local Chapters are now expanded to projects, local organisations/communities and people.
  • If you think there are other people or groups who should present, please message the board at board@osmfoundation.org.

Next two planned presentations

  • June: OSM Philippines (arranged by Eugene Alvin Villar - Board)
  • July: Sarah Hoffmann (nominatim - one of the other 2 projects, besides osm2pgsql, that got funded by the board in 2020).

Any other business

None.

Guest comments or questions

None.

Open to all OSMF members (join the OpenStreetMap Foundation).

You are welcome to ask questions or to comment (via voice or on the chat) at the end of the meeting.

  • Please mute your microphone when you join, and to preserve bandwidth, refrain from turning on your webcam.
  • If you are in a low-bandwidth environment, you may benefit from using BigBlueButton's low-bandwidth settings.

Next meetings

Open board meetings take place online once a month on the last Friday of the month at 14:00 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