Working Group Minutes/SWG 2011-03-28

Attendance

IRC Name Present Apologies
_chrisfl Chris Fleming y
Eugene Eugene Usvitsky y
toffehoff Henk Hoff y
Also attending
IRC handle Name
TomH Tom Hughes

Minutes (draft)

  • Conclusions of this first subcommittee meeting:
  • members should be members as mentioned in the AoA
  • members should be able to pay-up before a meeting so they are eligible to votte
  • we need different kinds of membership: individual and chapters
  • both members would have different rights.
  • both members have voting rights, but not in the same way.
  • can we publish the list of members / how can we publish them
  • next meeting Monday 04 April 2011 @ 1600UTC

IRC Log

[18:01] _chrisfl: hi
[18:01] Eugene: hi
[18:02] toffehoff: HI
[18:02] Eugene: hi, Henk
[18:02] toffehoff: Hi Eugene, _chrisfl
[18:02] _chrisfl:
[18:02] toffehoff: I see zere is also online.
[18:03] Eugene: so, what we start from?
[18:03] _chrisfl: good question
[18:03] toffehoff: What do we want to achieve today.
[18:04] toffehoff: - expantion of our sub-committee?
[18:04] toffehoff: - question(s) related to AoA?
[18:04] Eugene: I think we should understand what we want OSMF to be. Henk give a list somewhere during the previous meetings.
[18:04] Eugene: The rest is more tecnical and legal questions.
[18:05] toffehoff: The issue of the AoA came up during the previous board
[18:05] toffehoff: b/c the definition of "members" was not very clear.
[18:05] _chrisfl: Yes, I think we need to break changes down into questions or themes,
[18:06] Eugene: I mean this part from March 18th meeting:
[18:06] Eugene: (12:50:36 PM) toffehoff: Let's put this issue a bit different:
[18:06] Eugene: (12:50:52 PM) toffehoff: Where do we see our organisation standing in a couple of years?
[18:06] Eugene: (12:51:01 PM) toffehoff: What is the Foundation doing?
[18:06] Eugene: (12:51:12 PM) toffehoff: What is the relationship with (Local) Chapters?
[18:06] Eugene: (12:51:41 PM) toffehoff: Are we going to support projects (paid)?
[18:06] _chrisfl: and then put forward suggestions or changes where appropriate,
[18:06] toffehoff: So what are our questions/themes
[18:06] Eugene: (12:51:52 PM) toffehoff: Are we hiring people?
[18:06] _chrisfl: Members
[18:06] _chrisfl: Power of Chair
[18:07] toffehoff: Position of Local Chapters vs Members
[18:07] _chrisfl: voting procedures
[18:08] _chrisfl: meeting procedures
[18:08] _chrisfl: (quorate)
[18:08] _chrisfl: sending notices
[18:08] toffehoff: http://www.osmfoundation.org/wiki/Articles_of_Association
[18:09] toffehoff: Eugene, I think the issues i've mentioned before is not part of our discussion here.
[18:09] _chrisfl: There are some higher level questions; for example are there potential funders that would require anything?
[18:10] toffehoff: _chrisfl: does that need to be part of our AoA?
[18:11] Eugene: toffehoff: then do we exactly now and fully understand what our goal here is?
[18:11] _chrisfl: It's possible.... depending on the answer to the question.
[18:12] _chrisfl: I think we need to put together options for these different area's and present them to the board. Someone would need to propose the changes at the AGM?
[18:13] Eugene: In my opinion, AoA is more legal question that should be worked by OSMF itself (that's a part of their "job", thing they get membership fees for).
[18:13] toffehoff: Eugene: good to mention. I've also been hopping on several thoughts on what the AoA is about.
[18:14] toffehoff: this is a OSMF working group 
[18:14] _chrisfl: Is that not we're doing 
[18:14] toffehoff: The question is: does our current AoA still fit our organisation.
[18:15] Eugene: tofflehoff: +1
[18:15] toffehoff: The text is merely an off-the-shelve text.
[18:15] toffehoff: b/c we needed an AoA when the Foundation was set up.
[18:15] _chrisfl: The answer is that it doesn't.
[18:16] toffehoff: That's what I hear. But what is it that doesn't fit.
[18:16] Eugene: yes, the past years and questions arised with at least ODbL change need AoA change
[18:17] toffehoff: So, with the themes _chrisfl mentioned above, would that be something to get our issues on the table?
[18:17] _chrisfl: I think so.
[18:18] toffehoff: Members...
[18:18] Eugene: I agree
[18:18] _chrisfl: I think we need to  consider all area's
[18:18] toffehoff: I think the question here is: do we see our members of the OSMF as members mentioned in the AoA
[18:18] toffehoff: Our : should they be the same.
[18:18] _chrisfl: some we may need to get advice om/
[18:18] toffehoff: our = or
[18:19] toffehoff: We can get advise. But then the question is: do we think they should be the same?
[18:19] _chrisfl: toffehoff that's the assumption, we need to check if this is the case and if not what needs to be done/
[18:19] _chrisfl: yes they should be the same.
[18:20] toffehoff: I think so too.
[18:20] Eugene: they should be the same
[18:20] toffehoff: So, that's our first issue we need to put forward to a lawyer.
[18:20] toffehoff: Anything else on members?
[18:20] _chrisfl: don't think so.
[18:21] toffehoff: Moving to Powers of the chair?
[18:21] Eugene: I agree with Chris's comment - "the board shall supply a list of current members and any monies owed..."
[18:22] Eugene: But probably it is more connected with Power of the Chair question.
[18:22] toffehoff: Hmmm, also something we need to put forward to the lawyer: publishing the list of members....
[18:22] toffehoff: (in relation to privacy-act etc)
[18:22] _chrisfl: Yes;
[18:23] toffehoff: Eugene: what do you mean exactly?
[18:23] • toffehoff getting last fridays minutes...
[18:24] Eugene: that is not from last meeting, it's from Google Docs comments
[18:24] toffehoff: Ah.
[18:25] toffehoff: Where ...?
[18:26] Eugene: should be here https://docs.google.com/document/d/196OqC0p_K2m-WEiUsh_E52nV9md_CYfabHuAX8zChLk/edit?hl=en_GB&authkey=CMKFxtwO
[18:26] toffehoff: got it.
[18:26] toffehoff: also the comment....
[18:26] Eugene: Steven Feldman wrote a letter with it to strategic@
[18:28] toffehoff: Jumping on that point....
[18:29] toffehoff: I think there is a difference with not-fully paid up members and on-the-spot registration of new members
[18:30] toffehoff: So, for members having the opportunity to check whether they are eligible to vote (= have they paid their registration fees) before a meeting would be ok.
[18:31] toffehoff: Accepting new members seconds before a meeting is something different
[18:31] Eugene: I can see this difference only as a prevention of mass user registration before some votes.
[18:31] Eugene: So yes, Henk, I agree.
[18:31] toffehoff: Exactly, that's my point in making the difference.
[18:32] _chrisfl: Indeeded; I just want to avoid the situation where people think they can vote as they haven't been informed that the year has passed.
[18:32] toffehoff: Check.
[18:32] Eugene: but this difference should also be written somewhere like "users who registered 1 month ago or more can vote"
[18:33] toffehoff: Shall we also put this question up for legal review?
[18:33] _chrisfl: yes
[18:34] toffehoff: We're at the voting procedures now....
[18:35] toffehoff: Talking about voting and members....
[18:35] toffehoff: In the near future, when we have official local chapters.
[18:35] toffehoff: Would they be some sort of member?
[18:35] toffehoff: Would they be eligible to vote?
[18:36] _chrisfl: or would the local chaper memebers get a membership?
[18:36] toffehoff: _chrisfl: that raises too much difficulties.....
[18:36] _chrisfl: yes
[18:37] toffehoff: In the discussions about Local Chapters we came to some sort of consensus that members of a chapters would not automatically be member of the Foundation.
[18:37] toffehoff: But then: what is the status of the local chapter as a whole?
[18:38] toffehoff: Do we need to form several sorts of members?
[18:38] _chrisfl: fair enough that this has already been discussed.
[18:38] toffehoff: Individual members, Chapters, Organisations?
[18:38] Eugene: I personally would see Local Chapters (as organisations, not its memebers) as some sort of distributed OSMF, so let's say, next license change should be approved by all chapters and not by UK's OSMF only.
[18:38] _chrisfl: We can form different classes of members.
[18:39] Eugene: *would PREFER to see
[18:39] _chrisfl: OSMF doesn't/shouldn't limit membership to UK
[18:39] Eugene: I know (and I am an example of it) but it's regulated by UK's law and I think the most members are from UK for historical reasons.
[18:40] _chrisfl: Eugene that means that a single local chapter *coul* block something that a majority would agree to?
[18:40] toffehoff: There are lot's of members from outside the UK. But let's stick to the subject.
[18:40] Eugene: if others are for and only 1 is against - no.
[18:40] Eugene: at least the procedure should be built so.
[18:41] toffehoff: First: do we agree, we should have different classes of members: individual / chapters / ??
[18:41] Eugene: yes
[18:42] _chrisfl: Yes, but that's a *big* question, we will need to look at defining these and how they relate.
[18:42] toffehoff: Yes, and that's what's next 
[18:42] Eugene: +1
[18:42] _chrisfl:
[18:43] toffehoff: Let's stick with individual members and chapters.
[18:43] toffehoff: for now.
[18:43] _chrisfl: yup.
[18:43] Eugene: yes
[18:44] toffehoff: Where are they different? in voting rights?
[18:44] Eugene: they should
[18:44] toffehoff: is 1 individual member = 1 chapter = 1 vote?
[18:44] Eugene: no
[18:44] _chrisfl: We will need to decide different sets of rules for both.
[18:44] toffehoff: Thought so 
[18:44] _chrisfl: I'm not sure if we need to give chapters voting rights?
[18:45] _chrisfl: could get very complicated.
[18:45] Eugene: I think we need. Why complicated?
[18:45] toffehoff: They could also be some sort of board of advisors?
[18:45] _chrisfl: each chapter would need to poll it's members so that it could then vote, but the number of votes for each chapter would still be much less than individual members.
[18:47] Eugene: It should look like some sort of Government - members of chapters give their votes to chapter and chapter has some number of this votes to spend. Like voters from, say, California, choose several representatives for US Congress and the number of this representatives is based on California's population.
[18:47] _chrisfl: although it would have made a difference at last AGM
[18:47] _chrisfl: would it not then be easier to just give votes to individulas
[18:47] _chrisfl: ?
[18:47] Eugene: that's too much people
[18:48] Eugene: every vote will die there in endless discussions.
[18:48] _chrisfl: So each vote would need to be done in individual chapters and then by OSMF?
[18:50] _chrisfl: the whole idea of a vote is that it doesn't require discussion beyond an initial debate.
[18:50] _chrisfl: I'm thinking about the kind of voting that takes bplace in General Meetings, for example any changes we propose to the AoA or board members.
[18:50] Eugene: no, chapters's members by choosing chapter's board is trusting it. so this board can vote for the whole chapter during OSMF voting when they have an appropriate number of votes.
[18:51] _chrisfl: cool, I don't think we need to agree on these questions as they will need to get voted on anyway 
[18:51] Eugene:
[18:51] toffehoff:
[18:51] Eugene: but we need variant 
[18:52] Eugene: *variants
[18:52] _chrisfl: yes.
[18:52] Eugene: it's 10 minutes to 1 hour. How long will our first meeting last?
[18:52] • _chrisfl has the feeling that this years AGM could be long
[18:53] Eugene:
[18:53] toffehoff: I would like to end at the hour.
[18:53] Eugene: me too, that's why I'm asking
[18:53] • toffehoff thinks this is a very productive meeting
[18:53] _chrisfl: +1
[18:53] toffehoff: Maybe time to make some conclusions
[18:54] Eugene: as we don't have time to start next "theme", then yes
[18:54] toffehoff: - members should be members as mentioned in the AoA
[18:55] toffehoff: - members should be able to pay-up before a meeting so they are eligible to votte
[18:55] toffehoff: - we need different kinds of membership: individual and chapters
[18:56] toffehoff: - both members would have different rights.
[18:56] toffehoff: - both members have voting rights, but not in the same way.
[18:56] toffehoff: right?
[18:56] _chrisfl: yes
[18:56] Eugene: absolutely
[18:57] toffehoff: Did I miss anything?
[18:57] Eugene: A list of current members?
[18:57] _chrisfl: I think we should try and minute this
[18:58] toffehoff: - can we publish the list of members / how can we publish them
[18:58] _chrisfl: yes
[18:58] Eugene: yes, now that's all
[18:59] toffehoff: Let me get this log on the wiki for minuting purposes.
[18:59] toffehoff: Last question:
[18:59] toffehoff: Do we need more people within this discussion?
[18:59] Eugene: in my pinion, we were fine 
[19:00] _chrisfl: I think there were some other people mentioned,
[19:00] Eugene: besides that, there were 5 more people on the channel so they could join us.
[19:00] toffehoff: _chrisfl: would you like to contact them?
[19:00] _chrisfl: ultimately we are going to propose changes at the AGM; so there will be plenty of time for discussion.
[19:00] _chrisfl: I will get in touch.
[19:01] toffehoff: Thanks.
[19:01] toffehoff: Next one:
[19:01] toffehoff: Same time, next week?
[19:01] _chrisfl: Sounds good to me.
[19:01] Eugene: that's all for this week?
[19:01] Eugene: I though of thursday, to make the process faster
[19:01] toffehoff: My agenda is pretty filled up with OSM stuff.
[19:02] toffehoff: tomorrow: license
[19:02] Eugene: ok, it's up to you.
[19:02] toffehoff: wed: board & sotm
[19:02] toffehoff: fri: stra
[19:02] _chrisfl: I might try and do some research/catch some lawyer types in the pub  as to how to do all of this AoA stuff works.
[19:02] toffehoff: thursday: something else.
[19:03] Eugene: I forgot to mention 1 thing: in wiki there is a mention of "Automatic membership to the OSMF for established users". Should we discuss it?
[19:03] toffehoff: I might ping Francis Davy (not sure if I typed his name rigth)
[19:03] _chrisfl: ?
[19:04] Eugene: in proposals section here http://wiki.openstreetmap.org/wiki/Foundation
[19:04] Eugene: it is very old idea, from 2009 but still no result
[19:04] _chrisfl: yes
[19:05] toffehoff: It may become obsolete when we have chapters....
[19:05] TomH: I doubt Francis will be much help - you need a company law solicitor
[19:05] toffehoff: Thanks tomH
[19:06] toffehoff: Well, lets end this first sub-committee meeting.
[19:06] Eugene: sure
[19:06] toffehoff: Thanks!
[19:06] Eugene: It was a very productive one. Thanks!
[19:07] _chrisfl: cheers
[19:07] Eugene: bye