Board/Minutes/2021-11-12

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Draft minutes.
Please note that these minutes are not formally accepted and that this video chat is not open to observers.

Location: Video room https://osmvideo.cloud68.co/user/ror-nt7-6tu
using BigBlueButton.
Date and time: Friday 12 November 2021, 14:00 UTC - Countdown
Acronyms

Participants

Board members

  • Allan Mustard (Chairing)
  • Jean-Marc Liotier
  • Amanda McCann
  • Tobias Knerr
  • Mikel Maron (disconnected ~ 55' after start)
  • Guillaume Rischard
  • Eugene Alvin Villar

Officers and board and their biographies

Minutes by Dorothea Kazazi

Not Present

Guests

Not open to observers.

Board handover

Suggestion: Gitlab issue tracker cleanup.

Decision: The Secretary, if reelected, will schedule a board meeting in December. Otherwise Dorothea will do it.

Hiring status update

Guillaume and Mikel will have a meeting with TimelessTime on Monday (2021-11-15) about the Senior Site Reliability Engineer's (SSRE's) contract.

Plan: Finish this before the election.

MapUganda local chapter application / commercial activities in local chapters

<placeholder for enrichment>

Action item: Jean-Marc with Mikel to draft a short reply to MapUganda.

Structure recognising professionals active in OSM

French people professionally active in OSM approached the board:

  • Would like a structure with some kind of recognition and if someone needs work in OSM they can ask that structure.
  • Asked about trademark. Guillaume told them about cases such as HOT and MapUganda.
  • Many of them are members of OSM France.

On OSMF hosting such a structure

  • Problematic as would be lending trademark to somebody over whom we have no control.
  • Need to protect the trademark and OSMF's reputation.

On trademark

  • Descriptive use is allowed, but they are not interested in using trademark without our permission.
  • We granted to GeOSM a trademark licence with conditions attached.

Suggestions

  • They form a professional association and become Corporate Members.
  • Setting up an association and the association becoming a Corporate Members.
  • OSMF setting up a professional association.

Other points mentioned

  • List of providers of commercial activities like the list on switch2osm.org and pages on OSM wiki are clearly marked as not associated with the Foundation.
  • Not a priority for the board to set-up such a structure. We have other things to set-up and organise.
  • They might expect some standards from people who sign-up to be part of their association. You might also have to pay or be approved to become a member.
  • Organisations like OSGEO play that role.

Options for OSMF relocation / subsidiary

Eliminated countries

  • Requiring for directors' residency.
  • Without limited liability, which protects directors.
  • Placing firm restrictions for donations.

Main choice

  • Do we want to fully move or a hybrid scenario. Moving everything - a lot of things will be disrupted, e.g. bankings/suppliers.

On transfer of assets

  • Foremost goal: licensing under EU law.
  • Transfer of financial assets as needed.
  • Progressive transfer of contracts.

Scenario favoured by Jean-Marc: hybrid.

France

  • Dissolution requires a high level of approval.

Netherlands

  • Organisation quicker to set-up and might be more practical.
  • Advantage: English language and governance.
  • We have some assets there (servers).
  • The people who contacted us might be able to provide legal and other help, free of charge.

On subsidiary option

Regarding finances

Revenue generated by subsidiary: Are there tax implications for OSMF in UK or are the financials separate? (Mikel Maron)

  • For a while you would have to balance which organisation gets the contracts and which the donations.
  • Separate financials for tax burdens.
  • Any money transferred from EU to UK to pay bills, might be taxable income.
    • If EU company is a member of the UK company and makes a donation to UK company, it might be tax free.

Concerns

  • Hybrid scenario makes it harder to explain to community members. Might look less trustworthy.
    • Single nexus is easier, but moving everything and shutting off OSMF means setting up new Articles of Association (AoA) in a new juridiction. Keeping the UK entity, then governance process remains the same and will remove opportunity for inflammatory rewriting of AoAs.
    • The subsidiary could have new AoAs as close as possible to old ones.
  • The power of Directors is broad. Don't want evil Directors to tell subsidiary to do something objectionable.

Action items

No decision taken regarding whether there will be a move or to which country.

Past (2021-08-27, screen-to-screen board meeting) action item updated: Guillaume and Jean Marc to have a call with relocation lawyer. Will also ask if it is possible to transfer the Contributor terms.

Microgrants

For the new board which will be formed after the December board election.

Engineering Working Group budget and administrative assistance

Guillaume Rischard (Treasurer) wanted to ask questions to the Engineering Working Group (EWG).

Action items

  • Guillaume to sketch a bare-bones budget for 2022 before the November public meeting.
  • Guillaume to give full treasurer's report in November public meeting: money and projection for 2022.

Mikel had to disconnect ~ 55' after start.

Editing without an OSM account

The board currently doesn't have an official position.

Current situation

  • We don't have anonymous OSM accounts any more.
  • We currently tolerate the situation with Wheelmap, where there is a collective account.
  • Microsoft is aware that letting their users submit OSM edits via a single proxy account (new tool MapBuilder) is problematic. They also don't want their single account to be blocked.
  • Related document: Organised Editing Guidelines.

Precedent

  • Maps.me.

Other points mentioned

  • It's important for contributors to agree with the Contributor terms and to be able to contact them individually.
  • The Data Working Group (DWG) needs to be able to trace bad mapping or vandalism.
  • The problem will likely increase.

Suggestion: Ask the Data Working Group (DWG) what policy would they recommend.

Action item: Tobias to email DWG and get their opinion on what policy they would recommend.

Any other business - Thoughts by Allan Mustard

This is the last board chat for Allan. Some points have been reordered.

  • The last two years were very fulfilling.
  • The board has done some hard and necessary work to assure the future of the project.
  • Taken aback by how little communication there is with the community. People focused on two mailings lists (talk*, osmf-talk**) and on the blogs.
  • The project and the board are now heading to a good direction.

** talk is a general mailing list for OpenStreetMap. All past messages are available here.
** osmf-talk is the mailing list for OpenStreetMap Foundation members (Join the Foundation). All past messages are available here.

Suggestions

  • Keep parliamentary rules to run board meetings. Robert's rules of order allowed us to run the meeting in a structured way, leading to decisions when we were ready and postponing taking decisions when it was appropriate.
  • Keep communication with and listen to community with calls to members, local communities and via tools like surveys.

On SWOT analysis

Please see the SWOT page on the OSM wiki, where input was asked from the community by the board to identify OSM's strengths, weaknesses, opportunities, and threats (SWOT).

  • Was criticised.
  • Gave us a lot of good ideas.
  • It doesn't tell you what they are the priorities, just people's opinions.
  • Parsed its result by a combination of outreach and the structured survey.

On 2021-01 community survey by the board

Please see the surveys page on the OSM wiki for links to the 2021-01 community survey questions, responses and follow-up analyses.

  • Astounded by how well it went: we got double the number of responses needed to have a statistical significant response rate.
  • Gave us a sense of what we need to do regarding proposing resolutions for the next Annual General Meeting (AGM).
  • A lot of the criticism for the board went quiet after the results of the survey came out.

On strategic plan outline and other points

The project was drifting two years ago and people were not sure if it was going to survive in the next 5 years because there was no guidance and the board was paralysed.

  • We now have the Strategic Plan Outline.
  • Its' most important part is the preamble, which was written by all board members: no unlimited growth - we need to accommodate growth to keep it true to its origin as a volunteer-driven project.
  • There were two comments (positive) on the strategic plan outline.
  • We have fair guidance from the community in what strategies we should pursue.
  • We put some institutional structures in place, the board committees (budget, fundraising, personnel) - with agreement by the community - that will share the board's workload.
  • We resuscitated the Engineering Working Group (EWG).

2022 priority

OSMF relocation (background and more information here) or hybrid model in EU with non-profit status.

Future after the board

Allan will volunteer to help on the budget and fundraising committees.

Thanks

Thanks expressed to/from the board and Dorothea.


Board chat ended 1 hour and 20 minutes after start.


Acronyms