Also observing Ian Dees (iandees) and Richard Fairhurst (RichardF)
From previous meeting:
- Reviewed mail for communication tom osmf-talk mailing list. Chris will get this out Monday evening. *Done.*
- Chris will e-mail osm-talk. *Still to do.*
- Henk will e-mail legal-talk for a laywer. *Response from Francis Davy, in progress*
- Discussion on trying to find a lawyer and some of the practicalities on getting advice.
- Henk will talk to board about budget for legal assistance.
- Need to put a timetable together for changes. Currently aiming for AGM at SotM. We need to work back from here. Discuss with Strategic on Friday. *Strategic and Board are happy with this*
- Need to add text explaining what AoA is for to to wiki page. Henk, will draft this. *Still to do*
- We agreed that we're not making any specific provisions for Local Chapters in the articles, subject to feedback from localchapters group.
- Discussed adding text along the lines for proposal of Resolutions by members that they require "support of x percentage of the members submitted y days before the meeting." where x=20% and y=1 month.
- Henk to arrange a meeting with Francis.
- 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.
- Next meeting: 17:00 UTC Monday 9th May 2011
- Start working through proposed changes.
toffehoff:Hi Ian, great to have you here!± [19:02]toffehoff:So, this is todays group of people? [19:03]toffehoff:Eugene, chrisfl_ and iandees? [19:03]iandees:are you guys actually having a meeting? i was just trolling but i'll be happy to stay and listen [19:03]Eugene:It seems so. [19:04]toffehoff:A meeting of the AoA subcommittee ... [19:04]Eugene:iandees: We always welcome everyone to join us. You know, AoA are so interesting! [19:04]iandees:what's AoA? [19:04]toffehoff:Articles of Association [19:04]iandees:oh fun [19:05]toffehoff:Way much more interesting than logo's [19:05]Eugene:Sure! [19:05]toffehoff:Last week: http://www.osmfoundation.org/wiki/Working_Group_Minutes/SWG_2011-04-25 [19:05]toffehoff:iandees: are you staying on? You're welcome .... [19:06]iandees:sure, i'll stick around and probably be quiet. [19:06]toffehoff:ok [19:07]toffehoff:Let's start with some updates of what has been done last week.... [19:07]toffehoff:Chrisfl_, you've mailed on osmf-talk.... [19:08]chrisfl_:Yes, I got a reply [19:08]chrisfl_:from Andrew Turvey. [19:08]chrisfl_:But I've not had time to get back to him [19:08]toffehoff:Turvey? [19:08]toffehoff:Not by any change Turner? [19:09]chrisfl_:Yes, He was involved in the Wikimedia UK setup so has some experience in this area. [19:09]chrisfl_:Definitly Turvey [19:09]toffehoff:Oh, UK, that guy Turner lives in US. [19:09]chrisfl_: [19:09]toffehoff:You'll contact him this week? [19:10]chrisfl_:Yes, I'll get back to him and let him know that he's welcome to attend and also ask some questions [19:10]toffehoff:Great. [19:11]toffehoff:I've send a mail to legal-talk. [19:11]chrisfl_:such as does he have any experiece with lawyers [19:11]chrisfl_:any response? [19:11]toffehoff:Also got a response. [19:11]chrisfl_:cool [19:11]toffehoff:From Francis Davy [19:12]toffehoff:He is a barister and willing to help us out. [19:12]chrisfl_:excellent [19:12]toffehoff:He currently is involved with One Click Orgs project to set up a set of articles. [19:13]toffehoff:I've responded to him today [19:13]chrisfl_:perfect [19:13]Eugene:Great news! [19:14]toffehoff:asked him how we could best start off (face-to-face, phone, IRC). [19:14]toffehoff:.... amongst others ..... [19:15]toffehoff:Francis was on my list, but (unknown to English law), I thought this was not in the area of expertise of barristers .... [19:15]toffehoff:Did some reading on what barristers are (in the mean time).... [19:16]toffehoff:Absolutely great having him within OSM. [19:16]toffehoff:Talked with board about timeline... [19:16]chrisfl_:yes [19:17]toffehoff:They have no problem with getting a first draft ready for discussion in Vienna and have a final version ready for AGM in Denver. [19:18]chrisfl_:cool, my only concern is making sure the AGM has enough time in Denver, in case anyone wants to discuss changes. [19:18]toffehoff:Getting a first draft ready for Vienna is going to be challenging [19:18]chrisfl_:yup. [19:18]Eugene:We have almost 2 months. [19:19]toffehoff:Let's see how much discussion we'll have in Vienna.... [19:19]chrisfl_:only 8 meetings... (or possibly less) [19:19]toffehoff:Still have to work on an explanatory text on AoA..... [19:20]toffehoff:Anything else to mention? [19:20]chrisfl_:I didn't mail talk. [19:21]Eugene:I didn't get any responses so nothing from my side... [19:22]chrisfl_:I saw that there is a working group for chapters. Any feedback yet on how we are going to structure them? [19:22]toffehoff:Ah, yes. [19:22]toffehoff:Chapters are going to be independent from the Foundation. [19:23]Eugene:At least for now. [19:23]toffehoff:However, voting rights is not clear (chapters having voting rights within Foundation). [19:24]toffehoff:But also for the Chapters, we may have the same timeline (discussion in Vienna, decision in Denver). [19:25]chrisfl_:good question, if chapters were to have voting rights (ie be members) how would that work for votes. [19:25]chrisfl_:ie. 1 vote or block votes [19:26]toffehoff:There should be a distinction between individual members and the chapters. [19:26]chrisfl_:yes [19:26]Eugene:+1 [19:26]toffehoff:However, I can see an outcome that says that chapters do not have voting rights within the Foundaiton.... [19:27]chrisfl_:So what we currently have on the wiki page: http://wiki.openstreetmap.org/wiki/Strategic_working_group/Articles_of_Association_Review#Position_of_Local_Chapters_vs_Members [19:27]toffehoff:Right, that is still the question. [19:28]Eugene:Sorry for asking but is there a clear legal definition of what chapter is? And will it differ somehow from some other company/organization? [19:28]chrisfl_:is what we have said, for now should we say that we don't need to worry about voting rights or Local Chapters as members of any kind? [19:29]toffehoff:I would not focus the discussion on that right now. [19:29]Eugene:I mean they are not registered in UK and thus not a subject of UK law. Perhaps, this question is already answered by someone like Wikimedia Foundation... [19:30]chrisfl_:I think that each one needs to do whatever is required in there country. [19:30]toffehoff:Local Chapters will be local organisations governed by local laws. [19:31]toffehoff:They will have an agreement with the Foundation on how they work together. [19:31]chrisfl_:yes, the only question will be if they include a clause "associating" themselves with the foundation. [19:31]toffehoff:Draft agreement: http://wiki.openstreetmap.org/wiki/Foundation/Local_Chapters/Agreement [19:31]Eugene:I know but in UK's OSMF they will have some right to, say, vote. [19:32]chrisfl_:at the moment I think we're saying that they won't?? [19:32]Eugene:Yes [19:33]Eugene:Ok, forget about it. When they'll have a right to vote than we'll raise it again. [19:33]toffehoff:But let's not have the local chapters discussion here .... [19:33]toffehoff:Eugene: yes. [19:33]Eugene:Yup. Sorry again. [19:33]chrisfl_:cool -so for now we agree that we're not making any specific provisions for Local Chapters in the articles, subject to feedback from localchapters group. [19:33]toffehoff:yes [19:34]Eugene:yes [19:35]chrisfl_:cool. What do we want to discuss next? [19:35]toffehoff:sorry guys, but the coffee is making me feel like going to a certain place ..... [19:35]chrisfl_:we can hold for a moment. [19:35]RichardF:I hope that's being minuted [19:36]iandees:i didn't see a motion [19:36]toffehoff:back .... [19:36]RichardF:indeed - thank goodness this isn't videoconferencing [19:36]Eugene: [19:36]toffehoff:Oh, so that does wake up the rest ... [19:37]toffehoff:.... I mean the coffee machine .... [19:37]toffehoff:Anyways, what to discuss next. [19:38]chrisfl_:Pick something from the wiki page. [19:39]•toffehoff trying to find the wiki page in this forest of open windows.... [19:40]chrisfl_:http://wiki.openstreetmap.org/wiki/Strategic_working_group/Articles_of_Association_Review [19:40]toffehoff:got it, thanks. [19:42]toffehoff:Do we miss anything that is not mentioned on the wiki page? [19:42]chrisfl_:Good start. [19:42]chrisfl_:I think I've given everything a heading. [19:42]chrisfl_:but we may well find new stuff to think about. [19:43]toffehoff:What about proposals.... [19:43]toffehoff:or how are they called .... [19:44]chrisfl_:do you have an example? [19:45]•toffehoff scratching behind my ear [19:46]toffehoff:.... if the members want something changed on a subject that is not on the agenda of the AGM [19:46]chrisfl_:So member proposals during a meeting. [19:47]toffehoff:or before in order to get something on the agenda. [19:47]toffehoff:ah..... the word is resolution.... [19:47]chrisfl_:members resolutions? [19:47]chrisfl_:cool. [19:48]chrisfl_:Cool we do want to make sure this can happen. [19:48]toffehoff:Something like, that it needs to have the support of x percentage of the members and needs to be submitted x days before the meeting. [19:49]Eugene:That would be useful. [19:49]toffehoff:There must be some boilerplate text somewhere that can be used.... [19:49]chrisfl_:I'm just looking at what is in Companies Act [19:51]chrisfl_:So how many members to propose a resolution and how much notice do we think is required? [19:52]toffehoff:Would we like to have a number of members, or a percentage of members? [19:53]Eugene:Percentage is better. [19:54]toffehoff:Just throwing out a number: how does 10% sound? [19:54]chrisfl_:10% is possibly quite high? [19:54]Eugene:I thought of the same number [19:55]chrisfl_:just to get something on the Agenda. [19:55]toffehoff:This should be members that would like to have the resolution discussed. [19:55]toffehoff:They do not need to agree with the resolution. [19:56]chrisfl_:true - at the moment how many people would that be? [19:56]toffehoff:Euh ... about 20 .... [19:57]chrisfl_:okay - 10% sounds reasonable. I was thinking 10- 20 people. [19:57]toffehoff:Let's also have the number open for discussion. [19:58]chrisfl_:cool [19:58]toffehoff:The main objective is not to have things on the agenda the rest of the meeting does not find interesting enough to talk about. [19:59]toffehoff:Days of notice .... 3 weeks? [19:59]toffehoff:.... again just throwing out a number .... [19:59]Eugene:1 month? [19:59]chrisfl_:This is the companies act bit: [19:59]chrisfl_:http://www.legislation.gov.uk/ukpga/2006/46/part/13/chapter/2/crossheading/circulation-of-written-resolutions [20:00]chrisfl_:I think 1 month is good [20:01]toffehoff:ok .... [20:01]toffehoff:chrisfl_ can you also link those Company Act texts in the wiki-page? [20:02]chrisfl_:Will do - I have a link to the main act but can put in more specific links. [20:02]toffehoff:Thanks. [20:02]toffehoff:It's just passed the hour .... [20:03]Eugene:Indeed... I haven't noticed [20:04]toffehoff:Time is going fast when you're having fun [20:04]toffehoff:Let me try and arrange a meeting with Francis. [20:05]chrisfl_:I've tried to keep up with minutes are we've been talking: http://www.osmfoundation.org/wiki/Working_Group_Minutes/SWG_2011-05-2 [20:05]chrisfl_:cool [20:05]Eugene:Great! [20:05]toffehoff:chrisfl_: looks good! [20:06]toffehoff:Will you paste in the irc-log? [20:06]toffehoff:Or shall I? [20:06]chrisfl_:will do [20:06]toffehoff:Awesome. [20:07]toffehoff:I think we've touched every subject of the AoA the past weeks..... [20:07]chrisfl_:Cool - can we try and make sure that eveything we want to cover is listed on the wiki page then we can work down the page as an Agenda? [20:08]toffehoff:OK, If we all think of something we've missed, add it to the wiki page this week. [20:08]Eugene:OK [20:08]chrisfl_:great all. Also I presume we're all happy with last weeks minutes? [20:09]chrisfl_:Next meeting same time next week? [20:09]Eugene:Yes. [20:09]toffehoff:yes [20:09]toffehoff:... on both questions.... [20:10]toffehoff:Talk to you later then...