Board Meeting Minutes 2014-10-14

Minutes of the

OpenStreetMap Foundation Board Meeting (Telephone Conference)

on 14 October 2014 at 20:00 GMT / 21:00 BST / 22:00 CEST

Participants:

Board members:

  • Matt Amos
  • Kate Chapman (up to marked point)
  • Henk Hoff
  • Dermot McNally
  • Simon Poole (chairing)
  • Frederik Ramm (minutes)

Guests:

  • Michael Collinson (Chair of Management Team)

Not Present:

  • Oliver Kühn

Administrative

Previous Minutes

Board_Meeting_Minutes_2014-08-05

unanimously approved by 4 votes (2 abstentions due to not being present last time)

Circular Resolutions

Circular Resolution 2014/06 - AGM Proposal for change of articles - was accepted on 08 October with (ultimately) 5 votes in favour. The text of the resolution is:

The OSMF board resolves to propose the following changes to the articles at the next general meeting as individual special resolutions:

  1. That the articles of association of the Company shall be modified by deleting from article 85 the sentence “The provisions of sections 283 and 284 of the Act shall apply and be observed.”
  2. That the articles of association of the Company shall be modified by replacing the phrase “is no less than 2 and no more than 8” in article 35 by the phrase “falls between the limits set by article 78 at the time of the election”.
  3. That the articles of association of the Company shall be modified by inserting the sentence “A general meeting must be held within 18 months of the preceding general meeting.” in, and before the existing text of, article 31.

Circular Resolution 2014/07 - Holding an AGM - was accepted on 07 October with (ultimately) 5 votes in favour. The text of the resolution is:

The OSMF board resolves to have a general meeting of the OSMF including elections to the board during the upcoming State of the Map conference, time and date to be determined.

A third proposal, 2014/08 Using Droop Quota, has not garnered enough votes and will have to be discussed at this meeting.

1. AGM and Election

Discussion about making the required AGM announcement and about details of handling the election.

Matt indicates that he won’t be running again.

The following is unanimously agreed (*):

  • Board decides to continue using the “proxy” vote where people voting in absentia instruct someone else beforehand to vote in a specific way. These votes will then be cast at the meeting by the person so instructed.
  • The election will use Single Transferable Vote and the “Droop Quota”.
  • Dermot will take on the task of selecting a suitable method of actually entering and evaluating the votes, which may include direct electronic voting, find 2 additional scrutineers to help, and supervise the election.
  • The AGM will be at or around 1:00pm (Argentinian time) on the conference Saturday.

(*) Kate has to leave after agreeing to using the "Droop Quota" but before the rest of the decision is finalised.

2. Membership Fee Tiers

Board decides unanimously to propose the following membership fee regulations to the AGM:

  1. The membership fee and conditions for regular and corporate membership remain unchanged.
  2. The membership fee for associate membership, which normally is tied to the regular membership fee, may be waived if paying the fee would constitute an unreasonable burden to the member, either because of financial hardship or because of the lack of a suitable money transfer facility.
  3. In order to be eligible for the membership fee waiver, the applicant may be required to contribute something else of value (e.g: time, …) to the Foundation, for example write a paragraph on mapping in their region
  4. Just like paid membership, membership under the membership fee waiver programme must be renewed annually.
  5. Associate members who have joined under the membership fee waiver programme have the same rights as any associate member and the fact that they have joined under the membership fee waiver programme will not be public.

If the AGM accepts this proposal, then the board will take steps to implement it by the end of the 2014 calendar year.

3. Financials

Simon has forwarded preliminary reports for the current accounting year to the board. Simon will prepare these numbers for publishing as provisional financials at the AGM and will put up the 2013 numbers on the Foundation web page, after checking with Oliver.

4. Report from Management Team

Mike Collinson reports:

The Management Team is not adequately meeting its mandate. The board is not being kept routinely aware of what is going on at the working group level and the team, as a team, does not do or achieve much.

I see that as a combination of

  • Just not enough volunteers to cover all OSMF roles (Matt's figures)
  • Waning enthusiasm of "multi-hat" volunteers. Administration - which is what the MT basically does, being the major victim.
  • Current chair (me) not comfortable with need to do frequent small admin tasks ... i.e. making sure that things get communicated, done and the ball is not dropped.

Mike offers interim recommendations:

  • The board should actively consider hiring a part-time coordinator. This person, depending on their personal skills, could also have a communication/PR role.
  • Board/MT/I should switch focus from getting people involved in a specific working groups to just getting involved ... with some form of admin group being the shell in which they operate ... exact form of which needs more thought.

Further discussion of this topic is required.

5. Reports from the Working Groups

No reports received from Local Chapters, Operations, Engineering, SOTM, Strategic.

Communication

Expressions of interest. Not much action. Trying to get some people involved. One or two promising expressions of interest which have so far amounted to no much action

Data

DWG welcomes Andy Townsend as a new member. Revert to edits in Crimea dragging on - result is unlikely to be liked by either side of dispute. Sorin/sorein indefinitely blocked - they are now routinely sending a torrent of abuse to DWG and others. “Normal” levels of ongoing vandalism and other problems (no metrics)

License

The LWG last met formally in February, with some subsequent business transacted via email resolutions. Next meeting is scheduled for 2014-10-28. LWG now gets 1-2 enquiries per week from organisations wanting to use OSM data in their products and services. Next priority is Community Guidelines for folks who run geocoding and other data services that use OSM data, usually in a mixed environment. See https://wiki.openstreetmap.org/wiki/Open_Data_License/Community_Guidelines

6. Any Other Business

Diversity Issue

There is general agreement between all board members present that all kinds of diversity in the OSMF membership and the project as a whole are worthwhile goals, and we would like to encourage the community to come up with concrete proposals for action. Board is aware of some work going on towards coming up with a diversity statement and will consider supporting that when it is brought up.

Wikimedia Resolution regarding European Copyright

Simon to make contact with Wikimedia.

Departure of Matt

Board thanks Matt, who will not stand for re-election, for his work on the board.

Meeting End

23:17 CEST.