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Draft notes for board mid-month video chat (non public).

Location: Video room
using BigBlueButton.

Please note that this video chat is not open to observers.

Date and time: Thursday September 10th 2020, 17:00 London time - Countdown


Board members



(non public video chat)

Not Present

Licensing Working Group

What's next, who's talking to the Licensing Working Group (LWG), what, if anything, do we have to do? Asking them for Non-Disclosure Agreements, etc.

+ Decision on sharing outside counsel on ODbL.

Suggested by Rory and Guillaume.

Background: The Licensing Working Group (LWG) has asked the board to share the legal counsel that was supplied by the OSMF pro-bono lawyer on ODbL and the board realised that only one of the currently active LWG members has signed an Non-Disclosure Agreement (NDA).

Non-disclosure agreements

  • From the active LWG members, only Simon has signed an NDA.
  • Regular LWG members are expected to sign a NDA with the OSMF as they handle confidential 3rd party information. (Source).

Other points mentioned during discussion:

  • We have a different NDA for the rest of the Working Groups.
  • Need to ensure NDAs are signed before acting on the request.
  • Find ways to improve the relationship between the board and the LWG.

Action item: Guillaume to contact the LWG and ask for all members to sign Non-Disclosure Agreements.

Addition of topic "Coherent NDA policy" to the next public board meeting.

Engineering Working Group / Personnel committee roles and next steps

The board has suggested that the Engineering Working Group (EWG) gets involved in overseeing core infrastructure projects. (Since 2017 the EWG is coordinating projects funded by the "Google Summer of Code").
Suggested by Tobias.

On oversight

Differences in opinion about how full-time roles will be managed.

Points mentioned during discussion

  • Not necessary to define the role of the board on oversight of full-time roles before the restart of the EWG.
  • The board should not be engaged in day-to-day management of employees with the sole exception of the administrative assistant, who works directly for the board.
  • Quincy and the future Site Reliability Engineer will be working for the community and should be supervised by an organ that is community based and not the board.
    • Suggestion: Quincy - oversight by EWG, future Site Reliability Engineer - oversight by OWG.
  • Board's responsibility to ensure that full time employees have a good work place and a good career development.
  • The board has the legal responsibility for the foundation.
    • Suggestion: periodic oversight by persons in board (personnel committee) and not by the WGs, where the lines of authority are unclear.
  • More than one boss is a recipe for conflict.


  • has informal weekly meetings with Quincy, who has already started to work full time as an OSMF contractor.
  • asked the rest of the board members if it's ok to continue. No objections.

Action item: Mikel and Tobias to put together a document that will be looked by the board and have it ready for voting during the next public meeting.

Brexit response

Background by Simon Poole (LWG chair):

As a friendly reminder, the Brexit transition period will end at the end of this year and as you may remember, the question of maintaining sui generis database rights in our data is still open.

It is clear, see, that any newly created databases post 31st December will no longer be afforded sui generis DB rights in the EU. It would seem that the only way around this is to either move the OSMF completely to the EU or create an EU-based subsidiary that will publish in the EU (this potentially creates issues with the contributor terms, but I don't see them ruling such a solution out).

The above is based on the assumption that we are (fsvo) continuously creating new databases that restart the 15 year protection period (if that is not the case then the problem will not be fixable in any case). How often that is the case (as in we have modified the database so substantially that it is considered new) is I suspect a matter of debate, but it is very unlikely to be at the minutely diff level, so we probably have some leeway wrt the December 31st deadline.

Related past minutes:

Suggested by Tobias.

Guillaume mentioned that he was suggested a relocation lawyer in Luxembourg.

Working Group Conflict of Interest policy

Related to takeover protections.

The board on 2020-05 adopted the following Conflict of Interest Policy and decided to consult the Working Groups (WGs) if there should be a Conflict of Interest policy for WGs and committees and what changes have to be made to the board CoI policy to make it applicable to these groups.

Past board discussions related to CoI:

Suggested by Tobias.

Action item: Tobias to put open-ended question to the community.

Conflicts of Interest

Suggested by Mikel.

Notes to be added.

Topic to be added to the next public meeting.

Annual General Meeting announcement

The 14th Annual General Meeting of the Foundation will take place in December. The main order of business of Annual General Meetings is to present the financial accounts for the last year, and election of new board members. Members eligible to vote do not have to attend the AGM, but can vote via email.

Suggested by Joost during the meeting.
  • Suggested day: 12th of December 2020, 16:00 UTC.
  • 3 seats available.
  • Schedule will be forthcoming.

Discussion about when to disclose the date.

Action item: Paul to draft a circular resolution about the AGM announcement.

Plan on supporting core infrastructure: thoughts on deliverables

Facebook has asked us to provide a plan on how their funds will be spent on the Site Reliability Engineer role and iD support.
Suggested by Mikel during the meeting.
  • Allan had a chat with Michal Migurski (Facebook) a month ago. Facebook wants to know where money is going. Not asked for specific things.
  • Mikel is working on a document.

Action item: Mikel to continue working on the document and share with the board. Plan to be published on OSMF website. Also draft a reply to Facebook.

Board screen-2-screen meeting

Suggested by Mikel during the meeting.


  • First half of October.
  • Could be even for one day.
  • Focused on a defined set of topics.
  • Facilitated, as previously.

Action item: [not assigned] Will create a circular to do a screen-to-screen meeting.

Data Working Group complaint issue

The Secretary has received an email by a community member with several complaints about the Data Working Group (DWG).
Suggested by Joost during the meeting.

Joost drafted email to DWG.

Action item: Joost to send email to the Data Working Group

Joost had to log-off (~ 1 hr after start)

Budget progress

Suggested by Guillaume during the meeting.

Reconciliation of expenses.

Suggestion: Send requests for 2021 Working Group budgets.

Software Dispute Resolution Committee update

Board's proposal for a software dispute resolution panel.

Suggested by Allan during the meeting.

The board has emailed the Working Groups (WG) to see whether any would be willing to take up that task. No WG volunteered.

Amazon email about Organised Editing Guidelines

Amazon has emailed the board and the Data Working Group (DWG) with some questions regarding the Organised Editing Guidelines.
Suggested during the meeting.

Paul declared a Conflict of Interest and did not participate in the discussion.

  • DWG to handle it.

Points mentioned during discussion:

  • The board can email Amazon that it needs to interact and talk with the rest of the community, if it wants to be accepted by it.
  • Suggestion that the board is kept in the loop.

Next meeting

Public board meeting on 24th of September 2020, 17:00 London time.