Board/Minutes/2014-11-20

Minutes for the

OpenStreetMap Foundation Board Meeting (Telephone Conference)

on 20 November 2014 at 19:00 GMT / 20:00 CET

DRAFT Minutes Location: Mumble Conference, 20 November 2014 19:00 GMT / 20:00 CET

Participants

Board members

• Kate Chapman (chair from item 2 on)
• Kathleen Danielson (chair until item 2)
• Henk Hoff
• Oliver Kühn
• Dermot McNally
• Paul Norman
• Frederik Ramm (minutes)

Guests

• Michael Collinson (MT chair)

Administrative

Previous minutes

Board_Meeting_Minutes_2014-10-14

3 ok, 4 abstentions - minutes accepted

Circular Resolutions

Circular Resolution 2014/08 - Announce Intent to Announce EGM - was accepted on 13 November with (ultimately) 6 votes in favour. The text of the resolution is:

In response to the Member Request for a General Meeting (dated November 11, 2014), it is our intent to announce a GM on November 22. The GM will be held on December 7th. (At this time we are issuing only a preliminary, non-formal announcement, and details are subject to change.)

The December 7 GM will consist of a remote voting mechanism, as well as an opportunity for members to join the meeting remotely. We intend to find a place to have an in person presence (likely in Germany), but due to short notice and the distributed nature of our membership, we understand that most attendees will not be able to attend personally.

We are notifying the membership of this now so that people have the chance to plan while we are still solidifying logistics. In addition, the membership has until the formal announcement on November 22 to organize and submit additional resolutions to be added to the December 7 GM agenda.

More details will be announced as they become available, and finalized details and agenda will be shared on November 22.

Division of labour in board

Question raised if officers at osmfoundation email should be dropped, redirected to board email, or left unchanged. Inconclusive.

Discussion on if it would be better to do elections now, after potential GM, or after F2F. Decision taken to do elections now, but positions can be changed later.

Secretary

Paul elected secretary by acclamation. Frederik continues notes for minutes for this meeting.

Treasurer

4 votes for Frederik
3 votes for Henk

Frederik elected new treasurer. Will be in touch with Oliver.

Membership Secretary

Henk to remain in the Membership Secretary position and asked to, within a reasonable timeframe, “devolve” membership management to a working group yet to be defined. Suggested timeframe to be drawn up and sent to board by Henk.

Chairperson

4 votes for Kate 2 votes for Dermot 1 abstention

Kate elected new Chairperson. Takes over chairing the meeting. Thanks given to Kathleen for chairing to this point.

Details of GM to be held in December

Announcement must be sent on 22 Nov the latest and must include full agenda with text for resolutions.

Discussion about need for physical place

Henk feels that IRC is a technical barrier to participation over popular voice and video chat programs and that a physical location give participants who can make it an advantage over remote participation.

Michael: If legal questions, email legal list. Andrew Buck has volunteered use of Mumble server.

Kate: Asking legal list is good idea.

Paul: Two days may be too little to get legal advice.

Discussion about details of voting

Kate to email for legal advice about question for location. Potentially use seat of company (Andy Robinson’s House) for location. Fred to talk to Andy Robinson about whether this would be possible. Discussion about electronic means of communication: Fred: Voice (Mumble) might be complicated for many people. Kate, Kathleen say IRC would be an option.

Decision

Use IRC as an online platform for this. There are downsides but other options probably have even more downsides.

Paul to lead the plan to come up with the agenda for the Dec07 meeting.

http://irc.openstreetmap.org/ channel: #osmf-gm

Action items

Kate to talk to lawyer

Frederik to talk to Andy Robinson

Paul to create agenda

Potential additions to GM agenda

Dermot’s email - concerned that associate members’ voices are not heard

Dermot says that the original intent of AoA causes having 1/3rd of board step down each election might not be best served by the process at hand. Particular concern that the step-down rule in the AoA was made under the assumption that elections happen yearly and by allowing people to call elections at will, the serving time of directors would be cut short.

Mike suggests board statement on resolutions instead of adding resolutions.

Henk suggests committing to members that the board would present a resolution at the next GM which has had more time for thought and add would term limits, after consulting with associate members.

Oliver is concerned about a lack of candidates for board if term limits implemented.

Mike has found that boards taking a viewpoint on Members resolutions can backfire but individual members can still make statements.

Decision

Board acknowledges that the matter is a complicated one. There is agreement on that it would be desirable to have clearer rules about how long a board term actually is. But apart from that, board members have (and are entitled to) different opinions and we don’t want to force board members to “speak with one voice”.

Members will be informed via osmf-talk list that the board has decided not to take a position or add additional statements, but concentrate on executing the GM. Board members with opinions are asked to speak their mind about the upcoming vote, and this should not be viewed as an internal board conflict.

Passed by acclamation.

Kate asks if anyone is dissenting. No dissent recorded.

F2F planning

postponed to next meeting.

Management Team and OSMF operations structure

postponed - with preference to do it on mailing list.

Chairman Emeritus role

postpone - perhaps next meeting if required

Any Other Business

Paul notes that local chapter documents handed over from Simon.

Henk mentions that there was a telephone call between Simon, Henk, and Michael Collinson and a large commercial company and with discussions regarding geocoding.

Henk says he will not be making SOTM announcements or selecting a venue until after the GM for workload reasons. Discussion about decoupling of board and working group duties.

Meeting End

22:05 CET

Next meeting

to be discussed on list/Doodle. potentially week 8-12 December after the GM.