Working Group Minutes/SWG 2011-04-12

Attendance

IRC Name Present Apologies
_chrisfl Chris Fleming y
Eugene Eugene Usvitsky y
toffehoff Henk Hoff y

Minutes (draft)

Went through http://wiki.openstreetmap.org/wiki/Strategic_working_group/Articles_of_Association_Review document.

  • Saveguard in AoA against "hostile takeover"
  • Voting procedures
  • Procedure regarding resignation of a Director
  • Who chairs a meeting?
  • What happens if the normal chair isn't present or has to stand down?
  • In what situations would a board member not participate in votes or a discussion? (Conflicts of interest)
  • How is an EGM Called?
  • What fits AoA and what are more standing orders?

For the future: how to present this to the OSMF members? Discussion during SotM-EU and voting on changed AoA during SotM?

Next meeting Monday 18 April 2011 @ 1600UTC

IRC Log

[16:59]_chrisfl:Hey
[17:00]toffehoff:Hi Chris.
[17:01]toffehoff:I've got an appology of Eugene.
[17:01]toffehoff:we may just end up with the two of us...
[17:01]_chrisfl:Yes I saw that on e-mail
[17:01]toffehoff:Currently looking at 
http://wiki.openstreetmap.org/wiki/Strategic_working_group/Articles_of_Association_Review
[17:01]toffehoff:Which you started. Thanks for that!
[17:01]_chrisfl:Great, I've not had as much time to work on it as I had hoped.
[17:02]toffehoff:I've had a chat with Mikel the other day.
[17:02]_chrisfl:cool
[17:02]toffehoff:He may have a contact to get references for lawyers who could help us out.
[17:02]_chrisfl:excellent
[17:02]toffehoff:.... with this AoA thing....
[17:03]toffehoff:I'll leave that with him for the moment.
[17:03]toffehoff:Shall we see if we have anything to add to the wikipage?
[17:04]_chrisfl:Sounds good. If we can get an idea of what we need to know and a list of possible changes then we will have a good list of questions to ask and review.
[17:04]toffehoff:Right
[17:05]toffehoff:Going through my mail real quick. I see a comment of Mikel about avoiding "hostile" takeovers.
[17:06]toffehoff:Maybe a question to add to the list ....
[17:06]_chrisfl:yes, is he referring to the ITO notes?
[17:06]toffehoff:he could, but I'm refering to his mail of about 2 hours ago....
[17:07]_chrisfl:yes I saw that, it sounded like it was something that had been talked about a while ago?
[17:08]_chrisfl:I think we largely need to get the membership and voting stuff right in order to make that much less likely.
[17:08]toffehoff:Yes. The question was raised when several guys related to Cloudmade joined as member.
[17:09]toffehoff:If there are enough members of a certain company/organisation, they could somehow control the Foundation.
[17:09]_chrisfl:okay I should have guessed. I suspect that is probably the same issue that the ITO review infers.
[17:10]toffehoff:The ITO review was from around that time. So yes, very probably the same issue there.
[17:12]_chrisfl:getting the articles sorted, and locked down (2/3 vote for changes?) and membership rules sortedf especially if the membership grows should help to make this less of an issue.
[17:13]_chrisfl:I 'm just adding a theme to the wiki page to cover this.
[17:14]toffehoff:It very much may be a hypothetical issue. But nonetheless, something to see if can protect ourselves against it. >> yes, just have it on the list.
[17:16]_chrisfl:agree, it's all about making the right safeguards are in place so that the community has faith in The Foundation
[17:17]toffehoff:About the membership: I think it may be best to first have some input of a lawyer what the legal meaning of members is (according to the definitions of Companies House).
[17:17]toffehoff:I think we have input enough to explore a variation of options with him/her
[17:19]_chrisfl:yes. I think the main change that we need is to ensure that we have something like:
[17:19]_chrisfl:Application for Guarantee Membership
[17:19]_chrisfl:I hereby apply to become a member of the Festival Fringe Society Limited (“the Company”). I agree that while I remain a member of the Company I shall pay an annual subscription of Ten Pounds (£10) or such other sum as may from time to time be agreed by the Company in general meeting. I also agree to become a Guarantor of the Company and to contribute to the assets of the Company, in the event of its being wound up while I am a member, or within one year after I cease to be a member, for payment of the debts and liabilities of the Company contracted before I cease to be a member, and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding One Pound (£1).
[17:19]_chrisfl:I understand that the information that I provide on this form will be treated with care by the Society and entered onto their Register of Members. The Society will only use this information to contact me about Society business and will only share this information in compliance with legislation and the Articles of the Society.
[17:19]_chrisfl:(from the edinburgh fringe society membership)
[17:20]_chrisfl:as part of the process of becoming a member. (although this may not strictly be neccessary)
[17:21]_chrisfl:Also worth looking at the wikimedia UK "rules" 
http://uk.wikimedia.org/wiki/Membership/Rules
[17:22]toffehoff:I'm not sure whether legalese text like this would be welcomed by our community But, yes, we should have something like that.
[17:23]toffehoff:Well, this is also an interesting read: 
http://uk.wikimedia.org/wiki/Articles_of_Association
[17:23]_chrisfl:I Think we have to require it, if they want to participate in the foundation. Things like the list of members is there to ensure that any member can know who else is a member which is useful to know if someone was attempting a "takeover"
[17:24]_chrisfl:Yes, well worth a read.
[17:25]toffehoff:Think so too. But hearing the comments of some people within the community related to the Contributor Terms..... some of us don't like contracts ....
[17:26]_chrisfl:yup. I don't think there is any other way to be a member, i.e. you have to agree to your bit (a question to check with the lawyer)
[17:28]toffehoff:Looking at voting procedures in relation to the election rules of WP.
[17:28]toffehoff:
http://uk.wikimedia.org/wiki/Election_Rules
[17:30]_chrisfl:There are lots of things we need to sort out
[17:31]_chrisfl:I've not seen the Approval Voting system before.
[17:31]toffehoff:I'm also starting to realize that now
[17:32]_chrisfl:I was going to ask if we should consider what voting system we are going to use, there is also STV to consider.
[17:32]_chrisfl:
http://en.wikipedia.org/wiki/Single_transferable_vote
[17:33]_chrisfl:Given the draw in the last vote; we probably do need to look at this.
[17:35]toffehoff:We should have it written out what the procedure is (how many rounds, what to do with a tie, etc)
[17:35]_chrisfl:d
[17:35]_chrisfl:definitly
[17:35]_chrisfl:also sorting out eligibility to vote before the vote will be very important.
[17:35]toffehoff:As far as I remember this tie thing was now officially resolved by the vote of the Chair.
[17:36]toffehoff:And he came up with a system which was not subjective.
[17:36]_chrisfl:yes. Which does match our current Articles
[17:36]_chrisfl:
[17:37]toffehoff:Anyways, we need to have a better system for this
[17:37]_chrisfl:There are lots of better systems.
[17:37]toffehoff:I'm used to majority votes. But yes, there are.
[17:37]toffehoff:Maybe we could switch systems when we'
[17:38]toffehoff:re getting to a tie..
[17:38]toffehoff:Again, something to add to the list....
[17:38]_chrisfl:although one of the things I propose we change is only giving the chair a vote on a tie which would resolve the tie situation without giving the chair 2 votes.
[17:39]toffehoff:That might be the best way to do it....
[17:40]_chrisfl:My view is that the chair already has a lot of power to influence the direction of meetings and that would even things out.
[17:41]toffehoff:Presuming that the Chairperson is also chairing the meeting....
[17:41]toffehoff:I've seen meetings which are led by a "technical" chairperson.
[17:41]_chrisfl:yes. we could specify the person chairing the meeting.
[17:41]toffehoff:Not being the official Chairperson...
[17:42]toffehoff:We're getting into details now (that can be fixed).....
[17:43]_chrisfl:We may also specify that in cases where discussion is around something which may be a conflict of interest, the chair should temporally step down and board members affected may not vote
[17:44]toffehoff:yes.
[17:44]toffehoff:And it should be clear which interests board-members have.
[17:45]toffehoff:.... that can be conflicting ....
[17:45]toffehoff:We already do that by declaring other positions board members have.
[17:45]_chrisfl:I think we do this already
[17:47]toffehoff:What to do when a Director is resigning?
[17:47]toffehoff:new elections?
[17:47]_chrisfl:Good question.
[17:47]_chrisfl:or wait until next AGM?
[17:48]toffehoff:Or the remainder of the board appoints someone?
[17:48]_chrisfl:The current AoA specifies a Maximum number of board members.
[17:48]_chrisfl:(and the minimum for a quorate) - I think.
[17:49]toffehoff:From AoA of WP-UK: Where a vacancy has arisen due to the resignation, death or ineligibility of a Director, , the remaining Directors may by a unanimous decision at a meeting of the Directors appoint a person who is willing to act to fill the vacancy
[17:49]toffehoff:something to discuss
[17:49]_chrisfl:yes.
[17:51]toffehoff:A variation of resigning .... can the members force a boardmember to resign?
[17:51]_chrisfl:at an EGM for example.
[17:51]_chrisfl:should be able to....
[17:52]toffehoff:think so to, but cannot find it in the AoA....
[17:54]_chrisfl:Members may call an EGM - and then pass a special resolution. It's not explicit but I believe it's possible. (IANAL etc. but this is now other organisations have worked)
[17:55]toffehoff:that should be the way to do it. But it should be in the AoA I think.....
[17:56]_chrisfl:agree. Or possibly in the rules.
[17:56]toffehoff:What is needed to call an EGM?
[17:56]toffehoff:read: how many members is needed to call an EGM?
[17:57]toffehoff:is=are
[17:57]_chrisfl:I'm scanning... but can't find anything.
[17:57]toffehoff:Same here.....
[17:57]toffehoff:Another thing to add to the wish-list
[17:58]_chrisfl:we need to refer to companies act
[17:58]_chrisfl:section 368
[17:58]_chrisfl:So I need to head home shortly.
[17:58]toffehoff:Ohh.... Me too!
[17:59]toffehoff:So, what's next?
[17:59]_chrisfl:I think we need to add a list of "questions" to the wiki page and see if they fit into the existing "themes" or if we need to create new themes.
[17:59]_chrisfl:Also the more I think about it the more I wonder if we should just start fresh......
[18:00]toffehoff:Maybe we just should.....
[18:00]toffehoff:I'll ping Mikel, if he already has found a lawyer.
[18:00]_chrisfl:Pick a better "model" and modify that too our needs.
[18:01]toffehoff:I think we're about ready to have a first discussion with legal council.
[18:01]toffehoff:Maybe he/she knows a better starting point.
[18:01]_chrisfl:One for the wider group to discuss with the lawyer and possibly the wider strategic group as well.
[18:01]_chrisfl:sounds good.
[18:02]_chrisfl:At some point we also need to think about how when we want to pass this. At the AGM or before?
[18:02]toffehoff:To get the AoA changed, we need to do that on the AGM.
[18:03]_chrisfl:I think we could call an EGM ??
[18:03]toffehoff:We could start with a debate on SotM EU?
[18:03]_chrisfl:yes.
[18:03]toffehoff:.... and have a vote on SotM Denver.
[18:03]_chrisfl:yup.
[18:03]toffehoff:.... or maybe at an EGM if it all fails
[18:04]_chrisfl:or call an EGM in between the two.
[18:04]toffehoff:I'm going to ping the guys from SotM eu to see if this could fit in the program....
[18:05]toffehoff:Oh wait, I better first check this with board
[18:05]_chrisfl:Sounds good, if so then I might have to sign up for SotM EU......
[18:05]toffehoff:.... and our next SWG meeting.
[18:05]toffehoff:... and SotM denver
[18:05]toffehoff:Next meeting?
[18:06]_chrisfl:well I was planning on going to Denver but we're due a baby in September....
[18:06]toffehoff:Monday same time?
[18:06]_chrisfl:Sounds good
[18:06]_chrisfl:FYI power of member to call a meeting: 
http://www.legislation.gov.uk/ukpga/2006/46/section/303
[18:07]toffehoff:That a good reason to stay home....
[18:07]toffehoff:You're first?
[18:07]_chrisfl:First,
[18:07]toffehoff:Exciting!
[18:07]_chrisfl:very.
[18:08]toffehoff:Congratulations and good luck and enjoy the coming months (and the years after that)
[18:08]_chrisfl:thanks.
[18:09]toffehoff:Let's call it an end.
[18:09]_chrisfl:cool - "see" you Friday
[18:09]toffehoff:talk to you during SWG Friday or otherwise monday.
[18:09]toffehoff:cheers!