Working Group Minutes/SWG 2011-05-09


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


From previous meeting:

  • Henk to arrange a meeting with Francis. Done
  • Chris to Add Special Resolutions into proposal on wiki page.
  • Make sure that all topics for discussion are listed on wiki page.
  • Need to add text explaining what AoA is for to to wiki page. Henk, will draft this.

This week:

  • Update from meeting with Francis. He has been retained by OSMF so we can instruct him, we will come up with a set of proposals for how we want to be governed and he will draft articles.
  • Membership discussion: Members do need to consent to being a member. It is possible to create different membership types.
  • Board should have power to accept and reject members. Some criteria should be mentioned but not fixed as there may be circumstances such as bad behaviour that it would be valid for the board to reject or eject members. We need to make it clear how this works.
  • Membership based on contribution may be hard to define so that it isn't open to gaming. This topic is still very much open, it has been suggested should be considered to help bolster the number of members in order to prevent a takeover however there may be other ways of doing this.
  • Can protect data by entrenching our core values, open data and an Asset Lock.
  • Only written resolutions should be allowed.
  • Notices should go to all members registered e-mail addresses.
  • Online voting should be permitted, we could have no required quorate if allowing online voting.
  • How do we vote, we think that STV should be considered for elections to the board.
  • How is the board size set? We should allow the board to propose increasing or reducing the size of the board before a AGM, this will be voted on.


  • Chris to Add Special Resolutions into proposal on wiki page.
  • Need to add text explaining what AoA is for to to wiki page. Henk, will draft this.
  • Chris to work on improving format and structure of wiki page.
  • Eugene and Henk to review wiki.

Next Week:

  • Next meeting: 17:00 UTC Monday 16th May 2011

AoA Review document


toffehoff joined the chat room.
[17:56] Eugene joined the chat room.
[17:56] Eugene: Hi!
[17:56] toffehoff: Hello!
[17:57] toffehoff: Just in time ....
[17:57] _chrisfl: hi
[17:57] toffehoff: Am at work, and the company-network block irc-ports..
[17:57] Eugene: Hi Henk, hi Chris!
[17:57] _chrisfl: same here - I ssh and forward the irc ports
[17:57] toffehoff: Hoeray for
[17:58] _chrisfl: indeed
[17:59] toffehoff: Just getting my notes from my talk with Francis in front of me....
[17:59] toffehoff: It's almost at the hour.
[18:00] _chrisfl: cool
[18:00] _chrisfl: sorry that I couldn't join the call but I had another meeting at that time
[18:00] toffehoff: So, It just us three again 
[18:01] toffehoff: _chisfl no problem.
[18:01] Eugene: As usual 
[18:01] _chrisfl:
[18:01] toffehoff: Let's get started then.
[18:01] toffehoff: Any comments on
[18:02] toffehoff: ... before we go to the pending tasks ....
[18:03] toffehoff: Actions:
[18:03] toffehoff: - Henk to arrange a meeting with Francis >> Done
[18:03] toffehoff: - Chris to Add Special Resolutions into proposal on wiki page.
[18:03] _chrisfl: yes
[18:04] toffehoff: - Make sure that all topics for discussion are listed on wiki page.
[18:05] toffehoff: Let's go through that today, shall we?
[18:05] _chrisfl: I haven't managed to do anything this week :9
[18:05] _chrisfl:
[18:05] toffehoff: Need to add text explaining what AoA is for to to wiki page. Henk, will draft this.
[18:05] toffehoff: Not done either....
[18:05] toffehoff: Had also several other things on my plate....
[18:05] toffehoff: So, today:
[18:06] toffehoff: - Feedback on Francis
[18:06] toffehoff: - Making sure all topics are on the wiki.
[18:06] Eugene: Looks reasonable
[18:06] toffehoff: - Requests to Francis.
[18:07] toffehoff: btw: who is keeping a log?
[18:07] _chrisfl: Got it
[18:07] toffehoff: Great!
[18:07] toffehoff: Feedback on Francis:
[18:07] _chrisfl: I've also just started a set of minutes for today
[18:07] toffehoff: Excellent!
[18:08] toffehoff: Do we all know who he is?
[18:08] toffehoff:
[18:08] _chrisfl: yes - but hadn't seen his webpage before
[18:09] Eugene: me too
[18:09] toffehoff: We (as OSMF) have retained him, so we can officially "instruct" him.
[18:10] toffehoff: Agreed with him to first come up with a proposal how we want to be governed.
[18:10] toffehoff: This as a discussion-paper with the community.
[18:10] _chrisfl: cool -
[18:11] toffehoff: When, based on that, the outline of how we want to be governed, he will draft the articles.
[18:11] toffehoff: This way we will not debate on points & comma's but contents.
[18:11] _chrisfl: Great - so basically we're going to create something brand new rather than bend what we have.
[18:11] _chrisfl: ?
[18:12] toffehoff: Could be.
[18:12] toffehoff: He also suggested to have a look at the Memorandum of Association.
[18:12] toffehoff: To clean them up as well, so we have a new constitution.
[18:13] _chrisfl: makes sense.
[18:13] toffehoff: constitution = Memorandum of Association + Articles of Association
[18:13] toffehoff: Memorandum should have our goals as an organisation.
[18:14] toffehoff: Everything that matters on how we want to work should be in the Articles.
[18:14] toffehoff: But that could be fase 2 ....
[18:14] _chrisfl: yes
[18:14] Eugene: yes
[18:14] toffehoff: Talked a bit about Articles and Rules of Procedure.
[18:15] toffehoff: Rules of Procedure would not be needed, We're not the European Parliament for example. (read: not that big and bureaucratic)
[18:16] _chrisfl: good to know.
[18:16] toffehoff: So, going to contents....
[18:16] toffehoff: (Just shout if needed ....  )
[18:16] toffehoff: Members.
[18:17] toffehoff: Things like: who is a member, how to become a member, to the cease to be a member  should be in Articles.
[18:17] toffehoff: The cease-part looks like is missing at the moment.
[18:18] toffehoff: There can be (as we already mentioned) different classes of members. (eg for Local Chapters)
[18:18] _chrisfl: agree -
[18:18] Eugene: yes
[18:18] toffehoff: Just having the active contributors becoming member automatically is not possible.
[18:18] _chrisfl: do we need to change the procedure for people becoming members?
[18:19] Eugene: toffehoff: why?
[18:19] _chrisfl: i.e. agree to be a a member of foundation etc etc etc.
[18:19] _chrisfl: Just becuase I've seen that for other organisations.
[18:19] toffehoff: _chrisfl: not really needed (unless we want to change it)
[18:19] toffehoff: Bottomline is : they need to concent.
[18:20] Eugene: So becoming a member should be an active action, not passive, right?
[18:20] toffehoff: People need to be able to say no.
[18:20] _chrisfl: okay - I think we agree then
[18:20] toffehoff: Eugene: right.
[18:21] toffehoff: We may (if we want to) make a special kind of "membership" for the active contributors.
[18:21] toffehoff: But then we need to make clear what they are entitled to.
[18:21] Eugene: yes, I thought about it, too.
[18:21] toffehoff: And who active contributors are. (what's the definition)
[18:22] toffehoff: But .... members in the sense of members according to Company Law: no.
[18:22] Eugene: ok, I got it.
[18:22] toffehoff: But then: can the Foundation deny membership.
[18:23] toffehoff: So, what are the criteria in order to become a member.
[18:23] Eugene: Anyway I would made it possible for active (>100k nodes contributors) become members, even of a special kind.
[18:23] _chrisfl: I don't know if that's actually worthwhile?
[18:24] toffehoff: Eugene: so if you've uploaded an import, you're an active contributor?
[18:24] _chrisfl: is that nodes over all time. Over a single time, what if you just move 100k nodes by a small amount.
[18:25] Eugene: It prevents OSMF from making wrong decisions (for commercial companies) by registering a lot paid regular members (at least, such conspiracy theories existed even in Cloudmade's times)
[18:26] toffehoff: Eugene: I'm coming to that shortly.
[18:26] toffehoff: Well heck, why not now 
[18:26] _chrisfl: But commerical companies could allways just pay enough people to be members or start doing automatic edits.....
[18:26] _chrisfl: better to make the consitution rock solid.
[18:26] toffehoff: There are two ways (at least) to prevent ourselves to hostile takeovers (let's just call it that way)
[18:27] Eugene: It can be 100k over some months or having a register date more than 1 year ago... There are variants.
[18:27] toffehoff: - First we can entrench some of our core values.
[18:27] toffehoff: Like: Free, open, etc etc
[18:28] Eugene: we already has a problem with unclear "open" definition in Contributor Terms.
[18:28] toffehoff: Entrench would mean something like: we need a unanimus votes to change them.
[18:28] toffehoff: We can define open.
[18:29] Eugene: Sure. It was just a small note.
[18:29] toffehoff: Another thing to do is to build in an Asset Lock
[18:29] toffehoff: With that we can prevent our database contents from hostile takeover.
[18:30] toffehoff: Asset Lock like: the data always (whatever happens) needs to be free and open, etc etc.
[18:30] toffehoff: If the organisation cease to excists, the data will be handed over to an organisation with the same principles etc.
[18:31] toffehoff: A take over by Google, so they can close-source it, would not be possible then.
[18:32] toffehoff: I feel these would be a great addition to our Articles.
[18:32] _chrisfl: definitely
[18:32] toffehoff: That about prevention of hostile takeover.
[18:33] Eugene: I'm just thinking (theoretically): in my understanding, noone can lock the DB even now (cause that'll ruin an agreement between contributor and OSMF. But (being paranoic) what if some evil company wants OSM to become unpopular? So it can takeover OSMF and start making some critical decision: you can contribute only if you provided your credit card number or something like this.
[18:34] Eugene: And Asset Lock will not save from that because data is not the thing EVIL company is hunting for.
[18:34] Eugene: It can cause a lot of forks, community fragmentation and possible project death (mwha-ha-ha)
[18:35] Eugene: I would vote for core values.
[18:35] _chrisfl: actually we *really* only need to protect the name (and possibly the flexibility that contributor terms allow)
[18:35] toffehoff: No, but then you would also have the entrenched values of our organisation.
[18:35] _chrisfl: yes
[18:35] toffehoff: It's a two way:
[18:36] toffehoff: - Entrenching of our values
[18:36] toffehoff: - Asset Lock on our Assets
[18:37] Eugene: So it's 2 phases of one process and not 2 alternatives?
[18:37] toffehoff: Eugene: it is an interesting scenario to have for Francis: like This is not what we want.
[18:37] _chrisfl: yes
[18:37] toffehoff: Yes, 2 phases
[18:37] toffehoff: and ... and ....
[18:38] Eugene: ok
[18:38] toffehoff: Back to membership?
[18:39] _chrisfl: cool.
[18:39] toffehoff: So, we can give board powers to accept and reject members.
[18:40] _chrisfl: Would we add anything here or just leave it open to the board.
[18:40] toffehoff: We can parameterize those.
[18:40] Eugene: So what reasons (theoretically) for rejecting a possible member?
[18:40] Eugene: *can be
[18:40] toffehoff: To many of one company?
[18:41] toffehoff: Suggested is to mention criteria, but not fix them in stone for thresholds
[18:42] toffehoff: Leave the board some flexibility to act accordingly.
[18:42] _chrisfl: Sounds fair to me.
[18:42] Eugene: So I just try to understand what can be such a criteria.
[18:42] toffehoff: But the: what are those criteria
[18:42] toffehoff: Eugene: let's start with: can anybody become member by just signing up?
[18:43] toffehoff: and really (!) anybody?
[18:44] _chrisfl: Yes at the moment as long as you part with your cash...
[18:44] Eugene: You know, I don't actually see any possible drawbacks in not letting really anyone to become a member. And you?
[18:44] toffehoff: You started with the idea of having a company signing up lot's of their own people....
[18:45] _chrisfl: well people who are breaking copyright might get rejected.
[18:45] toffehoff: Can they also be revoked of membership?
[18:46] Eugene: Yes, but 1) we can't ask "where are you working?" and 2) what if someone in the company discovered OSM and told others? They can register without any evil purpose. So evil purposes should be filtered by some other mechanisms.
[18:47] toffehoff: Right, but it's not about those "other mechanisms".
[18:47] toffehoff: not = now
[18:47] toffehoff: what are they?
[18:47] Eugene: I thought you listed them: entrenching of values and Asset lock...
[18:48] _chrisfl:
[18:48] toffehoff: ok
[18:48] toffehoff: Just throwing it out here:
[18:48] Eugene: We can't reject membership BEFOREHAND just because of some suspicions or something like that.
[18:49] toffehoff: Why not?  It doesn't have to be suspicion?
[18:49] _chrisfl: yes - It would (and should) be exceptional circumstances before someone is rejected.
[18:50] Eugene: That's why I'm asking - what reasons are possible for rejection?
[18:50] toffehoff: If a notorious troller is signing up to become a member. A person who has been very desctructive in his/her behaviour. ...
[18:50] Eugene: _chrisfl: I hope so.
[18:50] _chrisfl: tofeehoff - I agree
[18:51] Eugene: So what? Nowhere we have any vote whose results can be influenced by 1 person
[18:51] toffehoff: Let's put it different: are there any reasons we can throw members out?
[18:51] _chrisfl: bad behavious
[18:52] Eugene: He will troll members and Board? He still will be able to do so without becoming a member.
[18:52] toffehoff: But not within a meeting ....
[18:52] toffehoff: And do not forget the effect that it may have on the organisation itself.
[18:53] Eugene: We don't have live online meetings and as for real life... Well, killers are invented long time ago 
[18:53] toffehoff: We can have online meetings in the future, if we want so.
[18:53] Eugene: As for effect... Yes, I agree. That can be a reason.
[18:54] _chrisfl: I think we agree here, there may be circumstances such as bad behaviour that it would be valid for the board to reject or eject members
[18:54] Eugene: Yes.
[18:54] toffehoff: ok
[18:55] Eugene: But such circumstances either should be clearly written somwhere or a vote of members should be needed to expell a member.
[18:55] toffehoff: We need to make clear how we can expell a member or how a member can cease to be a member by themselves.
[18:56] Eugene: Нуыю
[18:56] Eugene: Sorry  I meant Yes
[18:56] _chrisfl:
[18:56] toffehoff:
[18:56] toffehoff: I wanted to touch voting before the end of the meeting....
[18:57] toffehoff: Enough about membership for now?
[18:57] _chrisfl: Yes
[18:57] Eugene: yes
[18:57] toffehoff: OK, we can also define that we want to have electronic meetings.
[18:58] _chrisfl: even for AGM's?
[18:58] _chrisfl: or just allow participation in AGMs
[18:58] toffehoff: Something with videoconference. etc.
[18:58] Eugene: Why not?
[18:58] toffehoff: As far as I understood: yes.
[18:58] toffehoff: But it needs to be in the Articles.
[18:58] _chrisfl: definitly
[18:58] toffehoff: otherwise: no.
[18:59] toffehoff: Sending out notices by e-mail or website is also a possibility.
[18:59] toffehoff: We do that already.
[18:59] _chrisfl: but we should make sure that the Articles allow it.
[18:59] toffehoff: But that may not be in accordance with our articles ....
[18:59] toffehoff: yes
[19:00] _chrisfl: as well as saying we send notice to people outside the UK.
[19:00] toffehoff: yes
[19:00] toffehoff: Basically we need to mention how we send notices.
[19:00] _chrisfl: yup
[19:00] Eugene: yes
[19:01] toffehoff: It may also be by advertisement in the New York Times....
[19:01] toffehoff: Resolutions
[19:01] _chrisfl: e-mail should be sufficient
[19:01] toffehoff:
[19:01] toffehoff: .... reminds me: to which e-mail....
[19:01] toffehoff: Need to define that it is the e-mail that we have on file.
[19:02] _chrisfl: yes.
[19:02] toffehoff: How can resolutions be made.
[19:02] toffehoff: Only written?
[19:03] toffehoff: Or can resolutions also be made oral during a meeting
[19:03] Eugene: Written.
[19:03] _chrisfl: good question
[19:03] toffehoff: ... and when do they need to be published....
[19:03] toffehoff: During, before, How  much before the meeting?
[19:04] _chrisfl: only allowing written as we discussed last week will prevent us being sidelined.
[19:04] toffehoff: And then the voting on them.
[19:05] toffehoff: Alternatively we can also do voting online
[19:05] _chrisfl: electronic voting should be allowed
[19:06] toffehoff: The suggestion made with online voting is that you may be able to get rid of the quorate of the meeting.
[19:06] toffehoff: Since everyone will have the opportunity to vote
[19:06] _chrisfl: okay - makes sense.
[19:06] Eugene: yes
[19:07] toffehoff: But then we need to make clear how that works.
[19:07] toffehoff: The window of voting
[19:08] toffehoff: It can of course also be a mixture
[19:08] toffehoff: online and paper vote
[19:08] toffehoff: Next would be: when is a decision been made.
[19:09] toffehoff: Majority vote?
[19:09] toffehoff: Or a sort of STV?
[19:09] _chrisfl: Is it worth defining certain things that require a bigger vote, ie. 2/3 rds
[19:09] _chrisfl: (for yes no questions)
[19:09] toffehoff:
[19:10] _chrisfl: I like STV for things like voting for the board.
[19:10] toffehoff: Eg.
[19:11] toffehoff: Or something similar....
[19:12] toffehoff: About voting for the board:
[19:12] toffehoff: Will all positions be voted for?
[19:12] toffehoff: Or can board also appoint someone with special knowledge....
[19:12] _chrisfl: There are lots of options:
[19:12] _chrisfl: for board elections.
[19:13] toffehoff: So, we need to pick one 
[19:13] _chrisfl: I suggest STV for board elections
[19:14] _chrisfl: and allow the board to appoint people with special knowledge if required.
[19:14] Eugene: +1
[19:14] toffehoff: We need to limit the number of appointed people, but yes...
[19:15] _chrisfl: Yes - we specifiy the number of positions on the board.
[19:15] toffehoff: Do we want that?
[19:16] toffehoff: So if we think we need to enlarge the board, we need to change the articles?
[19:16] _chrisfl: Have
[19:16] _chrisfl: good question
[19:17] toffehoff: Don't need it answered right now 
[19:17] _chrisfl: I can't see a problem with putting a change of board size to the vote just before the board election?
[19:17] Eugene: Sounds normal.
[19:18] _chrisfl: is there a reason not to?
[19:18] toffehoff: Right, but that does not sound like having the number of boardmembers in the Articles.
[19:18] _chrisfl: well the vote could be to change the articles.
[19:18] toffehoff: You don't want to change the Articles on a regular basis.
[19:19] toffehoff: If you want that, parameterizing would be a better option.
[19:19] _chrisfl: I'm not so worried about the mechanism
[19:19] _chrisfl: the articles can describe the process
[19:19] _chrisfl: but I wouldn't expect the number to change very often?
[19:20] toffehoff: it gives an indication to which elements you don't mind being changed.
[19:20] _chrisfl: yes
[19:20] _chrisfl: okay I think we agree on this point?
[19:21] toffehoff: So, yes, let the article describe the process of changing number of board members.
[19:21] toffehoff: yes
[19:21] toffehoff: Looking at the clock .... I want to go home soon.
[19:21] _chrisfl: yes.
[19:21] _chrisfl: I think we've made great progress this evening
[19:21] Eugene: Sure.
[19:22] toffehoff: I think I've mentioned the major items I've discusse with Frances.
[19:22] _chrisfl: In progress minutes:
[19:22] toffehoff: Francis.
[19:22] toffehoff: So, what's next.
[19:23] _chrisfl:  minutes could really do with being checked that I've not misrepresented anything
[19:23] toffehoff: Francis has mentioned he was willing to join a number of our meetings.
[19:23] toffehoff: For the first half hour that is....
[19:23] _chrisfl: great - we could also do some by skype if that works better for him?
[19:23] toffehoff: then he wants to leave the office.
[19:23] _chrisfl:
[19:23] Eugene: _chrisfl: don't forget to remove Ian from the list
[19:23] toffehoff: Sure.
[19:24] _chrisfl:
[19:24] toffehoff: preferring Skype ....
[19:24] toffehoff: Easier on the fingers 
[19:24] Eugene: Will we (OSMF) pay Francis for his work?
[19:24] toffehoff: It's pro-bono
[19:24] toffehoff: But we have a contract.
[19:25] _chrisfl: great stuff
[19:25] Eugene: Because he wants so or because we have no money?
[19:25] toffehoff: He suggested it
[19:25] Eugene: Great
[19:26] toffehoff: We've came to the arrangement that, when that would pose a problem in the future, we would work to a solution.
[19:26] Eugene:
[19:26] toffehoff: Also meaning: paid work comes first.
[19:27] toffehoff: But looking at our timeline, I do not see a serious problem right now.
[19:27] _chrisfl: cool - so actions.
[19:27] toffehoff: Do we think we need Francis next time?
[19:27] toffehoff: yes: actions...
[19:28] toffehoff: Can we already work to some more coherent document?
[19:28] _chrisfl: I think we have another week of discussing.
[19:28] Eugene: I don't think so - it's too early.
[19:28] _chrisfl: agree we need to get this all documented.
[19:29] _chrisfl: Should we stick to the wiki, make sure that we have everything discussed this week and last week documented and worked on?
[19:29] toffehoff: For now that's the best I guess.
[19:29] Eugene: Yes.
[19:30] toffehoff: let's try to organize it some more.
[19:30] toffehoff: Something with [subject] [intro] [proposals]
[19:30] toffehoff: ??
[19:30] _chrisfl: definitly needs some improvements, at the moment its more of various brain dumps.
[19:31] _chrisfl: sounds good, also move stuff we aren;t considering out the way.
[19:31] toffehoff: Which is fine for now. .....
[19:31] toffehoff: Is it our collective task?
[19:32] toffehoff: Or will you _chrisfl start with format we then can work on?
[19:32] toffehoff: (just asking)
[19:33] _chrisfl: Think that someone needs to take responsibility as collective tasks are tricky.
[19:33] Eugene:
[19:33] toffehoff: So right 
[19:33] _chrisfl: I will work on it this evening they you both can review and refine 
[19:33] toffehoff: Awesome!
[19:33] toffehoff: In the mean time I'll be driving home....
[19:34] toffehoff: About 2 hours 
[19:34] Eugene: Sorry for you!
[19:34] toffehoff: Well, it pays 
[19:34] _chrisfl: 2 hours not so good, I'm only 25 minutes cycle from work.
[19:34] _chrisfl:
[19:35] Eugene: And work at home 
[19:35] Eugene: *I work
[19:35] _chrisfl: Great - so next meeting same time next week?
[19:35] Eugene: Yes.
[19:35] toffehoff: Oh you lucky bastards ....
[19:35] toffehoff: yes
[19:35] toffehoff:
[19:35] toffehoff: OK, so that's it for this week.
[19:36] toffehoff: Great work!
[19:36] _chrisfl: yes
[19:36] toffehoff: Till next week.
[19:36] Eugene: Thanks. See you on Friday meeting!
[19:36] toffehoff: (I'll update francis ...)
[19:36] _chrisfl: see you all on friday - please have a quick read through of the minutes 
[19:37] toffehoff: will do when home.
[19:37] Eugene: Once again?!
[19:37] _chrisfl: great 
[19:37] Eugene:
[19:37] toffehoff left the chat room. (Quit: CGI:IRC)