Notes by participants. Might be enriched.
This session took place in parallel with "Parallel session: Budget". A summary was provided to the other group.
- Amanda McCann (facilitating session)
- Guillaume Rischard
- Jean-Marc Liotier
- Mikel Maron
Post-meeting addition of background, links and formatting by Dorothea Kazazi.
|The board on 2021-07-28 formed a Special Committee on Takeover Protection and appointed Andy Allan and Michael Collinson to said special committee with a remit of recruiting additional members and investigating, then recommending to the Board, possible remedies to any potential threat of a hostile takeover of the OpenStreetMap Foundation. The remit included but was not limited to specific attention to paid voting as mandated by the Foundation membership at the 2020 annual general meeting.
The Special Committee on Takeover Protection has sent a report to one of the board members.
Related board discussions:
As a method of takeover protection, the OSMF membership has also instructed the board to 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. You can find recent board discussions about membership prerequisites linked from this background section.
Goals for this session:
- Brainstorm over take over protection, try to write down the threats of take over protection, and possible mitations the board can take
G.R: danger of “movie scenario thinking” (a la Bruce Schneier)
JM.L: doesn't think a radical, bad faith, take over is likely, but a subtle take over gradual take over.
G.R: Good approach is diverse source of funding
A.M: Several different companies giving money isn't always diverse if they all think the same on some topic
G.R: What could an evil board do?
JM.L/G.R: Companies would welcome dual licensing. De facto, we already slide in that direction: we are lenient towards companies who give the OSMF large sums of money. That is the very definition of corruption.
G.R: Fruits hanging off the OSMF tree: cash, licensing, IP
A.M: We have a Takeover Protection Special Committee, who have written a preliminary report with some recommendations but Amanda found out here that it was only sent to her.
G.R: Takeover protection will never be "done". It has to be a process, continuously repeated, to evaluate if we're doing the right things and doing the things right.
A.M: Suggest board contact Takeover Protection Special Committee to ask for status update & if there is anything they could publish.
A.M: UK Company law allow special/written resolutions which is a form of take over protection
JM.L: Board expansion would prevent takeover by Board members of bad faith, but it is no help against soft corruption.
A.M: Brain storming on possible take over protections, ways the OSMF is already resilant and what we could do to be more resilient.
- Cash grab (someone controls OSMF to get access to our money)
- Someone wants to control how much our licence is enforced (if at all)
- OSMF has or controls valuable Intellectual property which someone might want to own/control
- Lax enforcement becomes the norm, entrenched by historical practice
Ways the OSMF is already resilient
- OSM community is strong and would raise holy hell if someone tried something blatant
- License change is a cumbersome process involving the community
- Membership Working Group keeps an eye on new members
- Attribution guidelines enforcement process
- Members can start a special resolution with ~5% of members
- Articles of Association (AoA) doesn't allow transfer of all assets to totally different org in event of wind up -> but that would make moving to the EU a pain in the assets, and still allows stripping the assets.
Things the OSMF could do to be more resilient
- Stronger conflict of interest rules (board Conflict of Interest policy)
- More diversity of funding sources
- Amanda to ask Takeover Protection Special Committee for status update and to send any report to the board