Annual General Meetings/15/Minutes

From OpenStreetMap Foundation

Minutes of the 2015 Annual General Meeting of the OpenStreetMap Foundation


Board Members

  • Kate Chapman (chair)
  • Paul Norman (minutes)
  • Frederik Ramm
  • Henk Hoff
  • Dermot McNally


The meeting was conducted over IRC, and a transcript is below.

5:01:02 wonderchook: Hello Everyone, by my watch it is 16:00 UTC and time to open the 2016 Annual General Meeting of the OpenStreetMap Foundation.
5:01:05 peda_uni [~barth@2001:638:a07:a:2::17] entered the room.
5:01:24 pascal_n [] entered the room.
5:01:31 wonderchook: To help you in following along the agenda can be reached here:
5:01:35 askewchan [~Adium@2601:186:8100:658e:fc8a:ab44:7395:3950] entered the room.
5:01:48 jonwit_ [] entered the room.
5:02:20 maxerickson [~chatzilla@] entered the room.
5:02:36 woodpeck: the 2015 Annual General Meeting to be precise ;)
5:02:54 wonderchook: Oops, thank you. I'm already looking towards next year apparently
5:02:55 althio [~quassel@2a01:e35:2e0e:da10:49e3:89b2:9d9e:2eef] entered the room.
5:03:56 wonderchook: Looks like the majority of the board is in attendance. I have not received any apologies from board members regarding attendance. I'll just assume the others might be a little late in joining
5:04:00 gomoran [~gomoran@2001:4dd0:ff4e::42] entered the room.
5:04:05 harry-wood [] entered the room.
5:05:30 wonderchook: the 2nd item up on the agenda is acceptance of the minutes from the last meeting
5:05:34 wonderchook: you can review them here:
5:05:45 Tordanik2 [] entered the room.
5:06:10 wonderchook: Currently the channel is moderated if you would like to speak please contact woodpeck (//msg woodpeck I want to say something) and you will be called up when practical
5:06:11 monxton_ [] entered the room.
5:07:01 cristiano [] entered the room.
5:07:15 wonderchook: Also we will be closing the polls after the minutes are accepted so if you have not voted now would be a good time to do it. If you are having difficult please contact fake_mackerski
5:07:37 FTA [~enelson@] entered the room.
5:07:56 TheFive1 [] entered the room.
5:08:01 wonderchook: (if someone would like to motion to accept the minutes this would be a good time to try out the messaging woodpeck for speaking permissions)
5:08:11 woodpeck: (zverik says: he has read the minutes when they were published and found nothing wrong with them. though the minutes still contain two TODOs)
5:08:12 sakudo [] entered the room.
5:08:19 mkl_ [] entered the room.
5:08:29 pnorman [] entered the room.
5:08:29 'Manfred [] entered the room.
5:08:37 #osmf-gm: mode (+o pnorman) by woodpeck
5:08:55 woodpeck: i have a request from user tosky:
5:09:04 woodpeck: "shouldn't the list of attendees be recorderd, or is it different for IRC"
5:09:32 woodpeck: i'll unmoderate for a moment to make this easier ;)
5:09:35 PovAddict [~nicolas@] entered the room.
5:09:40 #osmf-gm: mode (-m ) by woodpeck
5:09:53 Satoshi [] entered the room.
5:10:07 mkl_ is now known as MikelMaron
5:10:25 Zverik: last time we pm'ed to Paul, I guess, our real names
5:10:25 wonderchook: quorum for the meeting is 15 people. We'll be creating the attendance list from the log after the fact
5:10:52 Jorden_Verwer: How will you match IRC nicknames to real names?
5:10:55 SK53 [~chatzilla@] entered the room.
5:11:55 tosky: if people set the real name, you can do (now) a /whois on each nick
5:12:10 PovAddict: or "/who #osmf-gm" to get them all at once
5:12:10 RichardF [] entered the room.
5:12:27 Nakaner (quit: Quit: Leaving.). left the room
5:12:41 Nakaner [] entered the room.
5:13:05 wonderchook: okay sorry for the confusion. Please message woodpeck with your real name for attendance
5:13:25 KDDA [~quassel@] entered the room.
5:14:07 mpri [] entered the room.
5:15:04 wonderchook: zverik, was that a motion or a comment regarding the previous minutes
5:16:00 Zverik: wonderchook: I don't think fixing these TODOs would add anything substantial to the minutes, so I motion to accept these
5:16:36 wonderchook: thank you. could someone second this?
5:17:14 IknowJoseph: seconded
5:17:31 wonderchook: the minutes from the 2014 AGM are accepted
5:17:43 bigbubbaboo [] entered the room.
5:17:45 Zverik: wait, can I do the not being on the list of attendees in the minutes?
5:17:49 MikelMaron is now known as mkl_
5:18:01 woodpeck2 [] entered the room.
5:18:47 pnorman: Kind of a moot point if we post a transcript and you've talked.
5:18:55 woodpeck: you can't motion for something without attending though ;)
5:20:10 Zverik: then I guess my vote is moot, please find another one. I wasn't present in person at that AGM (if it was at the SotM 2014)
5:20:20 sakudo (quit: Quit: Page closed). left the room
5:20:28 wonderchook: okay so could someone who attended the 2014 AGM please motion to accept the minutes?
5:20:49 woodpeck2 (quit: ). left the room
5:20:53 IknowJoseph: well, in that case I wasn't present either for my seconding, apologies
5:21:30 woodpeck: i was there and i *wrote* the minutes so i'll motion to accept
5:21:43 woodpeck: toffehoff you were there too?
5:21:53 fake_mackerski: I was. I second it.
5:22:01 wonderchook: great, thank you
5:22:12 wonderchook: the minutes are accepted
5:22:16 wonderchook: for the 2014 AGM
5:22:25 #osmf-gm: mode (+m ) by woodpeck
5:22:31 wonderchook: prior to the chairperson's report we are going to close the polls
5:22:54 katpatuka [~roman@] entered the room.
5:23:00 wonderchook: fake_mackerski has anyone contacted you regarding issues voting?
5:23:14 fake_mackerski: No contacts made.
5:23:20 fake_mackerski: Not via IRC
5:23:24 fake_mackerski: Checking my mailboxes
5:23:46 fake_mackerski: No, no issues raised.
5:23:49 wonderchook: if anyone still has not voted and desires to now is the time to speak up by //msg fake_mackerski
5:23:58 wonderchook: (I'll just give it a minute just in case)
5:24:20 fake_mackerski: While we wait, let me explain the process...
5:24:46 fake_mackerski: We have two election monitors, Gregory Marler and Chris Fleming
5:25:18 fake_mackerski: Henk Hoff has provided them with his final membership list containing all Normal and Associate members entitled to vote
5:25:51 fake_mackerski: When the polls close, I will provide them with the final electoral lists used on the voting platform for each poll (board positions and special resolution)
5:26:23 fake_mackerski: Once they have ensured correctness, I will indicate to wonderchook that I have a result and will await her signal to announce it here
5:26:39 fake_mackerski: (ends)
5:27:11 ToffeHoff: To be complete: I have provided a list of members eligible to vote. And I've provided the total register of members.
5:28:01 wonderchook: fake_mackerski, are we clear to close the polls?
5:28:13 fake_mackerski: From my side yes. I will do so on your signal
5:28:52 martind [] entered the room.
5:28:57 fake_mackerski: For the record, fake_mackerski is Dermot McNally, outgoing board member
5:28:59 wonderchook: Let's close the polls. fake_mackerski please continue with the lection process with the monitors.
5:29:07 wonderchook: Thank you Gregory and Chris for volunteering your time
5:29:24 fake_mackerski: Polls are closed
5:29:39 fake_mackerski: I will now extract the data and pass on to the monitors.
5:30:06 wonderchook: next up is the Chairperson's report. I wrote it up in a diary entry which you can read here:
5:31:06 'Tordanik2 (quit: Remote host closed the connection). left the room
5:31:15 wonderchook: there were already some questions in the comments. Are there any other questions?
5:31:37 wonderchook: You may also comment on the diary entry after the meeting and I'll get back to you as well
5:32:04 TordanikX [] entered the room.
5:32:08 woodpeck: i would like to point out that kate speaks of 18 corporate members in her report, and i only of 15; this is due to her being optimistic and counting those that have signed up but not yet completed the process, and me counting only those where we have already verified that they are serious ;)
5:33:04 wonderchook: ah okay, I took my stats from here:
5:35:14 wonderchook: if there are no questions then I'd like to move on to the Treasurer's Report
5:35:14 xivk [~oftc-webi@] entered the room.
5:35:29 nelson [] entered the room.
5:36:35 woodpeck: so i have prepared a report here
5:36:38 sanderd17 [] entered the room.
5:36:39 woodpeck:'s_Report_for_the_December_2015_AGM
5:36:55 woodpeck: for those who haven't read it yet, it will be too long to read now,
5:37:13 woodpeck: but you are welcome to post any questions on osmf-talk in the coming days and i will answer to the best of my knowledge.
5:37:19 CGI504 [] entered the room.
5:37:33 woodpeck: there has been one question already, about the structure of the published accounts, and i will answer that later today.
5:37:58 woodpeck: the tl;dr of the report is that our finances are ok, we have more than £100k in the bank at the moment,
5:38:19 woodpeck: we expect to spend a little of that this month on hardware.
5:38:24 katpatuka left the room.
5:38:29 mpri (quit: Ping timeout: 480 seconds). left the room
5:38:45 woodpeck: on the whole, our income (without server donation) covers our expenses in 2015 but we don't make a profit;
5:39:14 woodpeck: if we factor i the server donation and the server expenses (value loss of existing stuff) then we have a profit
5:39:40 woodpeck: but if we had no donation drive and still had to cover for server expenses,then we'd be making a loss.
5:39:49 woodpeck: details in the link ;)
5:39:57 woodpeck: i have two people who want to ask questions
5:40:11 woodpeck: first jorden verwer... one sec
5:40:33 #osmf-gm: mode (+v Jorden_Verwer) by woodpeck
5:40:37 woodpeck: you should be able to talk now.
5:40:41 Jorden_Verwer: (1/2) What explains the high effective tax rate of over 50%?
5:40:41 gregory (quit: Ping timeout: 480 seconds). left the room
5:40:43 Jorden_Verwer: (2/2) As for the presentation of the balance sheet, I would personally prefer the more usual approach of showing all assets on the left and all liabilities (plus equity) on the right. I'm obviously not going to ask you to change that for this year's accounts, but it would be nice if this could be changed going forward. Is the board willing to consider this?
5:41:28 woodpeck: ok so for #1 you can only be talking about the 2014 business year since no taxes are set for 2015 yet;
5:41:34 Jorden_Verwer: Correct.
5:41:49 woodpeck: we pay taxes on the profit from SOTM, not on the overall profit.
5:42:03 Jorden_Verwer: That makes total sense, thank you!
5:42:36 woodpeck: #2 i'm happy to discuss without accountant - i have so far always taken whatever fell out of their SAGE system
5:42:50 woodpeck: i'll make a note and get back to you via the mailing list.
5:43:16 Jorden_Verwer: Okay, thank you. I'm looking forward to your response and have no further questions on this matter.
5:43:22 woodpeck: so zverik also had a question, one sec
5:43:25 harry-wood (quit: Quit: Leaving.). left the room
5:43:38 #osmf-gm: mode (+v Zverik) by woodpeck
5:43:54 mkl_ (quit: Read error: Connection reset by peer). left the room
5:44:04 woodpeck: zverik?
5:44:29 #osmf-gm: mode (-v Jorden_Verwer) by woodpeck
5:44:43 woodpeck: ok so zverik's question was: "do I understand correctly that w/o SotM and server donation drive we would be at a loss?"
5:44:50 Zverik: yes
5:45:12 Zverik: and I guess that won't be a problem next year, with at least 18 corporate members
5:45:32 woodpeck: the answer is yes, we would, particularly because our servers lose about £12k in value every year and this is recorded as an expense
5:46:10 woodpeck: (and this has always been the case, it's not new!)
5:46:23 harry-wood [] entered the room.
5:46:45 mkl_ [] entered the room.
5:46:48 Zverik: so basically all osmf members combined don't even cover the loss of server cost
5:46:58 heatherleson [~heatherle@] entered the room.
5:47:14 harry-wood (quit: ). left the room
5:47:21 SpikeUK_ left the room.
5:47:21 SpikeUK_ [] entered the room.
5:47:25 woodpeck: yes, that's true, we need at least the occasional hardware funding drive to remain alive ;)
5:47:39 Zverik: thanks
5:47:55 woodpeck: ok if there are no further questions right now then i'd hand back to kate?
5:48:00 pnorman: It's worth noting that you can't just subtract the funding drive, because without it we'd of had normal donations during that period.
5:48:24 #osmf-gm: mode (-v Zverik) by woodpeck
5:49:03 askewchan (quit: Quit: Leaving.). left the room
5:49:42 gregory [] entered the room.
5:49:47 wonderchook: So since the observers are still working on the results of the election I propose we move on to the any other business to give them a bit more time
5:49:58 wonderchook: up on the agenda is the special resolution, but we need the voting results for that
5:50:12 osmf [] entered the room.
5:50:51 wonderchook: Does anyone have any other business to bring up? This could include questions as well
5:51:24 woodpeck: perhaps a good time for me to remind everyone: if you haven't done that yet, please send me a /msg with your real name so that we may include it in the minutes.
5:51:44 woodpeck: i have jorden verwer asking for the voice, one sec
5:51:55 #osmf-gm: mode (+v Jorden_Verwer) by woodpeck
5:51:57 woodpeck: go ahead
5:51:59 Jorden_Verwer: (1/5) I would like to thank all board members stepping down today for their hard work for the foundation, but especially Henk Hoff. Henk, it was great to see you at State of the Map 2013. You were so energetic, enthusiastic and inspirational and really made me feel at home there, even though I had only ever seen one of my fellow attendants before in my life.
5:52:04 Jorden_Verwer: (2/5) Unfortunately I didn't get to talk to you, because you were too busy doing important things and I didn't have any pressing matters to discuss with you anyway... In other words, you probably don't remember me, but that's okay. I honestly don't know where you find the time to do all the things you do. You brought a smile to my face when I unexpectedly heard your voice on the radio in relation to the "Steun de Kazerne" initia
5:52:09 Jorden_Verwer: (3/5) With all that you've done for OSMF and all that you do in other positions, no one can blame you for stepping down as a member of the OSMF board. I wish you all the best in your new job and hope to hear more from you on the OSM front.
5:52:14 Jorden_Verwer: (4/5) Now that I have a new job myself I unfortunately don't have any professional involvement with OSM anymore, but it's people like you that make me want to stay a member of the foundation, so that I can at least still contribute to OSM in some way - apart from the occasional edit left and right, of course.
5:52:17 Jorden_Verwer: (5/5) Het ga je goed, Henk!
5:52:59 ToffeHoff: Thank you Jorden for your kind words.
5:53:03 #osmf-gm: mode (-v Jorden_Verwer) by woodpeck
5:55:10 ToffeHoff: ... and let me say it was an honour to have served you all as member of the board.
5:55:52 fake_mackerski: Thanks also from me. It’s been good, and I wish every success to the new board members.
5:56:03 fake_mackerski: Checking of lists continues
5:58:13 woodpeck: i have a statement from nebulon42:
5:58:20 woodpeck: What determines if there will be another board f2f meeting? I think it would be quite good to have one to keep things going forward.
5:58:40 wonderchook: I think the board determines that.
5:58:44 wonderchook: I hope to have one as well
6:00:08 wonderchook: BTW I'm going to keep the meeting open while we await results. Feel free to keep asking questions or bringing up another other business
6:01:10 woodpeck: i'll un-moderate for a while since we're not exactly inundated with speaker requests ;)
6:01:12 #osmf-gm: mode (-m ) by woodpeck
6:01:21 ToffeHoff: Let me take the opportunity to thank all who have stepped forward as candidate for the Board of Directors of our Foundation.
6:01:24 boris_m: /msg woodpeck boris mogwitz (not sure the last msg came thru)
6:02:39 clairedelune_ [~oftc-webi@] entered the room.
6:02:46 woodpeck: yes i was positively surprised by the number of people who put themselves forward. (although a little more gender diversity would have been welcome too.)
6:02:56 ToffeHoff: I hope that those who, unfortunately, will not be elected, will find a way to support the Foundation in other ways.
6:03:09 wonderchook: yes, one thing all members should think about is joining a working group
6:03:17 wonderchook: or if you have other skills you'd like to use to assist the foundation
6:05:36 woodpeck: unless the new board decides otherwise, we will also start looking for someone to do a part-time job for the OSMF - "administrative assistant" we're calling it although some people seem to misunderstand that as including syadmin.
6:06:10 TheFive1 (quit: Quit: Leaving.). left the room
6:06:15 TheFive (quit: Quit: CGI:IRC). left the room
6:06:35 woodpeck: we haven't yet put out anything formal but I expect this to happen in early 2016. can't hurt to think about if anyone would be interested, or if you know someone who would.
6:06:56 woodpeck: likely going to be something in the range of 2 days a week or so.
6:08:04 fake_mackerski: I now have confirmations from both monitors that the elector list for the board election was correct and matches the list of eligible members.
6:08:18 ToffeHoff: Also good to mention is the next State of the Map. Which will be held in Brussels.September 23-25 2016.
6:08:28 ToffeHoff: Save the date in your calendars.
6:08:34 clairedelune (quit: Ping timeout: 480 seconds). left the room
6:08:52 fake_mackerski: I will now proceed to announce the result. Full details of how this result was arrived at, based on Scottish Single Transferrable Vote, will be circulated later along with the raw anonymous ballot file.
6:09:02 gregory: Save the date for SotM. You can also register for e-mail updates!
6:09:30 #osmf-gm: mode (+m ) by woodpeck
6:09:48 fake_mackerski: Total votes cast: 272
6:10:10 fake_mackerski: All cast votes were valid
6:10:29 osmf (quit: Ping timeout: 480 seconds). left the room
6:10:37 fake_mackerski: This result is for the Board election
6:11:46 fake_mackerski: This is embarassing - the election platform has chosen this moment to go down
6:11:51 fake_mackerski: For maintenance
6:11:54 vdct [~Thunderbi@] entered the room.
6:12:03 fake_mackerski: It indicates that it should become available again within the next minutes
6:12:31 woodpeck: good that the channel is moderated, else we'd certainly hear lots of laughter ;)
6:12:44 woodpeck: can i spend a minute to answer another question that has come in re. finances?
6:12:52 CGI504 (quit: Quit: CGI:IRC). left the room
6:12:55 Derick [] entered the room.
6:13:05 fake_mackerski: I have seen the elected names, but I would rather have the correct details in front of me
6:13:29 wonderchook: woodpeck go ahead with the question
6:13:39 woodpeck: i had a question from sanderd17 about what i said about the admin help position, the question was:
6:13:46 woodpeck: Can you say something about the budget for the post? How does it compare to the server budget?
6:14:20 woodpeck: the answer is, the budget for a half year was £4,500,so it would be £9,000 for a full year;
6:14:37 woodpeck: while expenses for servers are way over £20k.
6:15:12 woodpeck: but nothing is fixed here really - this will be one of the first things we take up with the new board.
6:17:25 woodpeck: i had a question from simonpoole on the mailing list about insurance for servers. he was worried that we don't have any and was asking if there was progress.
6:18:21 woodpeck: the answer is, yes we don't have any server insurance. certain risks are likely covered by our hosting agreements but we are definitely planning to ensure that we are protected from the financial risks of theft or damage.
6:19:24 woodpeck: i have made some inquiries this year but haven't got to actually selecting the coverage we want; if anyone is familiar with the insurance market in the UK and willing & able to help, I'm happy to listen to advice.
6:19:41 woodpeck: But it is definitely on the table for 2016.
6:20:08 fake_mackerski: Platofrm is back...
6:20:30 Glassman [] entered the room.
6:22:07 fake_mackerski: Elected on the first count: Ilya Zerev, with 55 votes, Peter Barth, 55 votes, Martijn van Exel, 60 votes.
6:23:13 fake_mackerski: Elected on the 6th count: Mikel Maron, having attained 58.24 votes through transfers (the Scottish counting system can transfer fractional votes)
6:23:29 fake_mackerski: Congratulations to all new board members and good luck to the new board!
6:23:48 fake_mackerski: I now also have confirmation from both monitors on the special resolution
6:25:29 fake_mackerski: Total votes cast: 172, all valid
6:25:44 fake_mackerski: Yes to the proposed change: 135
6:25:50 fake_mackerski: No: 37
6:25:55 fake_mackerski: The special resolution is carried
6:25:59 mvexel [] entered the room.
6:26:23 fake_mackerski: My special thanks to Gregory Marler and Chris Fleming for their work monitoring this process
6:27:04 fake_mackerski: This concludes my results for now, as mentioned, full specifics will be circulated, including the anonymous ballot data
6:28:07 wonderchook: thank you fake_mackerski and ToffeHoff for your work on the election.
6:28:11 pnorman is now known as Guest368
6:28:19 wonderchook: Monitors, thanks for your assistance as well
6:28:22 fake_mackerski: Am I a civilian now?
6:28:27 Guest368 is now known as pnorman_
6:28:56 pnorman [] entered the room.
6:29:04 AndrewHain (quit: Quit: CGI:IRC). left the room
6:29:09 woodpeck: fake_mackerski, of course we expect you to transfer your excellent know-how and experience to the new board members ;)
6:29:26 heatherleson (quit: Quit: heatherleson). left the room
6:29:35 fake_mackerski: woodpeck: Didn’t they know it all already? Just kidding, it will be my pleasure.
6:29:43 wonderchook: I'm going to give us another minute on any other business, but I think we are about ready to wrap up
6:31:27 #osmf-gm: mode (-m ) by woodpeck
6:32:14 wonderchook: okay the channel is unmoderated
6:32:29 wonderchook: would someone like to motion to close the meeting
6:32:37 pnorman_: motioned
6:32:43 AlexZolotarev: motioned )
6:32:53 fake_mackerski: Seconded
6:33:00 DRTBYK left the room.
6:33:06 wonderchook: and that's a wrap. Thanks for joining us for the 2015 AGM of the OpenStreetMap Foundation
6:33:17 mvexel: thanks wonderchook
6:33:24 fake_mackerski: Thanks all!
6:33:27 woodpeck: thanks everyone for attending.
6:33:37 AlexZolotarev: Thanks everyone! Let's make OSM better.
6:33:40 Jorden_Verwer: Thank you woodpeck for moderating.
6:33:41 IknowJoseph (quit: Quit: leaving). left the room
6:33:42 Zverik: thanks everyone! Especially wonderchook, woodpeck and fake_mackerski for leading this AGM

Acceptance of Minutes

The transcript of the AGM is available as Minutes and was accepted by the membership on 10th December 2016, during the 10th AGM