Board/Minutes/2017-02-21

Location: Mumble, Tuesday 2017-02-21, 20:00 London time

Participants

Board members

• Peter Barth
• Martijn van Exel (Chairing, in place of Kate Chapman)
• Mikel Maron
• Paul Norman
• Frederik Ramm
• Ilya Zverev

Guests

Open to all members

Not Present

• Kate Chapman

Administrative

Previous minutes

• Board/Minutes/2017-01-17 (Accepted)

Previous action items

2016-05-28: Paul to put out call for EWG volunteers
2016-05-28: Martijn to find someone to work with to distill action items and next steps for diversity objectives
2016-05-28: Martijn/Kate to draft diversity policy
2016-05-28: Ilya to compile a draft of an OSMF monthly newsletter from WG & board minutes
2016-08-19: Mikel to review his notes for an agenda/list of topics for the last F2F
2016-08-19: Mikel to put LC discussion notes on the board wiki
2016-05-28: Frederik/Paul to prepare transparency doc from transparency session
2016-08-19: Mikel to send round bullet points on diversity policy proposal
2016-08-19: Ilya to look at implementing means for members to view the membership register
2016-09-25: Martijn to talk to Grant about doing recurrent donations during membership sign-up and/or renewal
2016-09-25: Martijn to notify board when US has done policy on smaller grants
2016-09-25: Mikel to find diversity text
2016-10-28: Peter to create a page on the wiki, listing software products which are used by OSMF and aren't open-source
2016-12-16: Frederik to incorporate discussion points about Advisory board and continue the discussion in the board mailing list
2016-12-16: Frederik to ask WGs to provide an estimate for their 2017 budget up to 30 days afterwards (done)
2017-01-17: Frederik to get the financial report from last year's F2F (done)
2017-01-17: Mikel to do a light-weight assessment of what happened on last year's F2F and subsequently (done)
2017-01-17: Paul to send an e-mail to the board about the company that could perform the election for next year's AGM (done)

DWG / Working Group transparency

At the beginning of the meeting, Mikel said that he won't pursue any further his request regarding re-joining the Data WG. The discussion that followed was about the transparent operation of the WGs in general.

WG Reporting (in general and to the board)

• Reports and documentation are important and there is variability between the WGs regarding these aspects.
• Concern was expressed about WGs having meetings and not taking minutes.
• Focus shouldn't be just on minutes, as important issues might get discussed via e-mails and, therefore, minutes might be missing context.
• The minutes' page on osmf-wiki seems not to be effective, as it is a huge list and contains inactive WGs.

Ilya's action item (in progress) regarding a monthly newsletter might help reporting.

Decision: Clean-up the WG minutes' page at the osmf wiki.

Communication between the board and the WGs

In the past there have been discussions about having a liaison within each WG for communication with the board. The following concerns were expressed about this idea:

• Single point of failure for communications.
• Not all WGs have someone from the board.
• It is not necessary that someone from the board might have the required skills to contribute to the WG.
• Problems in the past with WG liaison.

Suggestion: The Secretary or Dorothea could relay communications from the board to the WGs.

Joining a WG

• It should be clear how someone applies to a WG.
• The process of dealing with applications is not currently documented.
• WGs traditionally make their own decisions and that has worked very well.

Note by Simon Poole: The LWG osmf wiki page contains a section about joining.

Suggestions:

• It might be worthwhile to document the process as the WGs perform tasks that affect the project as whole and the project gains external visibility.
• Perhaps start with one WG, instead of creating a blanket policy.

Decision: The discussion will continue via e-mail, due to time constraints.

Minutes' sections: WG transparency | Corp. Members | SotM profit | Adv. Board | Budget

Corporate Memberships' status update

Current Corporate Members	Pending renewals	Pending new memberships
12	8	2
8 under new program, 4 under old program	6 memberships expired recently (after 20th of Jan. 2017) and 1 renewal is already in progress	Both Gold

• Corporate Members whose membership (under the old Corporate Membership program) is about to expire, are notified about the new program in order to choose a tier.
• If they do not select a tier, an invoice is generated for Bronze tier, which is equivalent to their old Corporate Membership.

Currently there is no strict procedure regarding Corporate Members that do not pay their renewal invoice. Their memberships appear in the database as "in arrears" up to one year after the last day of their memberships. After one year, their membership status is automatically marked in the database as expired.

Suggestion: If a Corporate Member does not respond or pay its renewal invoice within 30 days after it has been sent, and its membership is in arrears, remove the respective logo from the osmf wiki page.

Note: Rob Nickerson supplied an alternative e-mail address for contacting Zoho.

Minutes' sections: WG transparency | Corp. Members | SotM profit | Adv. Board | Budget

SotM net profit

The 2016 State of the Map conference in Brussels produced a considerable profit for OSMF. The SotM working group contacted the board and had various proposals. Amongst them: Suggestion to the board to set aside 10K Euros, to offer a discounted SotM sponsorship scheme. Suggestion for 20K Euros to be provided to a proposed new "Local Chapters and Events" WG, in order to follow up on some ideas that the SotM WG has developed. Rob Nickerson (SotM coordinator) was present at the meeting and participated in the discussion. Some points have been re-ordered.

SotM - Planning for profit or loss

Treasurer: Prefers SotM to remain a sustainable event for financial planning and the SotM-WG to plan to not make a loss (even if it had a profit in the previous year).
Treasurer's suggestion: Take some of the surplus and put it in a "reserve fund" to cover for potential SotM future unexpected losses.

Additional points:

• Estimation of profit or loss for any conference of this type is not very reliable.
• On average SotM should be running at least at cost neutral.

Rob: Stated that the SotM financial plan is always to break even or have a slight profit. Added that some elements make it challenging, such as committing a lot of expenditure before having a good idea about the sponsorship levels. (2016: raised 75K Euros, 2013: raised 30K Euros, 2017 planning: ~45K).

Discounted SotM sponsorship scheme

• The Corporate Membership tiers state no benefits regarding discounted SotM sponsorship.
• Currently we have no data whether the tiered Corporate Membership scheme will make SotM Sponsorship more difficult.

Various views:

• It might be harder in the future to "sell" SotM sponsorship with more regional conferences, the donation drive & Corporate Membership.
• It might be easier to "sell" SotM Sponsorship to someone who already knows about OSM, instead to someone new.

Rob: Mentioned that the discounted SotM sponsorship program could be a long-term solution to help Organisations sign up for Corporate Membership. Additionally, that it reflects that the 2017 event in Japan is at lower cost that 2016 SotM in Brussels, thus requiring a lower level of sponsorship, allowing promotion of both SotM sponsorship and OSMF tiered Corporate Membership.

Proposed new "Local Chapters and Events" WG (proposal by SotM-WG)

Suggestion: It should be a WG that comes up with own ideas, independent of SotM and whether SotM makes a profit or not. If there are good ideas the board will try to fund them, independent of whether SotM has made a profit.

Rob: Mentioned that the proposed WG aligns closest with the SotM-WG aims, other than organising a conference. He added that it could be a WG where people from registered OSMF Local Chapters and from communities that run their own events, can come together to have discussions and share knowledge, ideas and best practices.

SotM-WG proposal for 20K Euros for new WG

The SotM-WG suggested 20K Euros to be provided to a proposed new "Local Chapters and Events" WG, in order to follow up on some ideas that the SotM WG has developed.

Concern was expressed about:

• This turning out as a microgrant situation.
• Availability of money being the driving factor for WG formation, rather than commitment to a great idea. Might send the wrong signal.

There was a comment that the small grants policy that is prepared by OSM-US might address some of these concerns.

Suggestion: Instead of giving 20K Euros to a new WG to spend it as it sees fit, better to set-up the new WG, let it develop a concrete plan and then come to the board asking money for specific things. The board's decision will be independent of SotM profit or loss.

Rob: Mentioned that the suggestion is not to be given free reign over the money. The amount would act as a sweetener to help set up the new WG and show commitment of the Foundation to it. Added that the proposed WG would have to come up with some ideas and get them approved, but in the initial years that approval would have to go through the board. Lastly, he mentioned that similar past efforts have fizzled away and having a ring-fenced amount of money might provide reason to the people to put-in the effort to start a new WG.

Please also see the Budget section below.

OSMF profit from 2016 SotM

Suggestion: Take some of the surplus and put it in a "reserve fund" to cover for potential SotM future unexpected loses.

Decision: The discussion will continue, perhaps with SotM WG, and the topics will be separated, as the procedure for setting up a new WG is already established and not directly connected to SotM.

Action item: Paul will separate the discussion items and start the follow-up discussions.

Minutes' sections: WG transparency | Corp. Members | SotM profit | Adv. Board | Budget

Advisory Board - Update

The Advisory Board is an entity separate from the OSMF board of directors, composed of individuals - either nominated by corporate members of the OSMF or invited directly by the OSMF board of directors. Notes from previous discussions here (Jan 2017), and here (Dec 2016).

Text regarding the Advisory Board has been added to the board wiki. The board will comment on it and then it will be presented to the membership.
In parallel,

• some steps will be taken in order to put into place the mechanics of setting up the mailing list, and
• the board will reach out to the eligible Corporate Membership tiers for representatives and will have a discussion about other people to invite.

Minutes' sections: WG transparency | Corp. Members | SotM profit | Adv. Board | Budget

Budget 2017

Reminder: If money is allocated to an OSMF Working Group in the budget, this normally means that the WG can spend the money without extra approval. If the WG wants to spend more money, it needs to get approval from the board.

Frederik sent out a draft budget based on input from the WGs and some figures from experience. Figures mentioned:
SotM -- Set for a loss of 10K Euros, assuming that OSMF might want to offer the discounted sponsorship.
LC-WG -- 1K GBP allocated to it.

Note about the proposed "Local Chapters and Events" WG:
If this WG was created, it could come to the board with specific proposals and ask for money. It is too early to assign 20K to the proposed WG, as that would mean that the amount could be spent without extra board approval.

Comments:

• The budget in general shouldn't be done in February.
• The proposed budget is forecasting a loss, as last year. Last year's loss didn't happen because we had the donation drive (which was not in the previous budget), but this year we have included a donation drive and still set for a loss.

Treasurer: The loss of 12K GBP on the draft budget will actually be a profit in the balance sheet, because it contains 49K GBP capital expenditure (buying servers), which is not considered as spending money in accounting terms (because we get servers' worth of 29K GBP). Looking at the balance sheet at the end of the year (if all these numbers come to pass), it will be a profit of 37K GBP.

Comment about depreciation which will appear on balance sheet and -on average- the expense of servers equals the depreciation - it's just averaged over different years.

Additional points:

• A loss on paper could be avoided by asking OWG or LWG to spend a bit less, or other modifications.
• Allowing a loss this year will still not use up the profits of last year's SotM.
• 2016: Up ~ 67K GBP, mostly due to underspending of OWG, LWG and profit from SotM.
• There is difficulty creating a report that will be easy to understand.
• The budgets so far are planned very conservatively, as expenses are always predicted to be as high as possible and income as low as possible.
• On paper there should be a loss this year, as we'll be spending money from last year.

Decision: There will be a circular about the budget after 1 week.

Minutes' sections: WG transparency | Corp. Members | SotM profit | Adv. Board | Budget

Next meeting

Tuesday, 2017-03-21 at 20:00 London time

The day and time of the monthly meetings has changed. Meetings are now recurring, on the 3rd Tuesday of each month, at 20:00 London time, unless rescheduled.