Board/Minutes/2021-02-S2S/Takeover protection

From OpenStreetMap Foundation

Takeover protection (including Updating the conflict of interest policy?)

Notes by participants. Might be enriched.

This session took place in parallel with "Addressing lack of gender diversity in OSM community". A summary was provided to the other group.


Board members

  • Guillaume Rischard
  • Jean-Marc Liotier
  • Tobias Knerr (facilitator for this session)

The rest of the board members participated in the parallel session.


Collaborative notes


  • Prevent takeovers
  • Increase trust in the foundation
  • Reduce lobbying impact
  • Reduce surface of attack of the board


  • changing license, or not enforcing it
  • extracting money (more of a fraud protection; not something a large actor will do)
  • technical infrastructure, steering standardization processes

Mechanisms of takeover

  • Slow-motion takeover through Working Group (WG) participation
  • GlobalLogic-style takeover through employees voting
  • Influence through money contributions (even just a potential reluctance to start conflicts with major donors)

What ideas for additional protections do we have?

  • changing the Conflict of Interest policy (some ways of influence, such as lobbying, derailing, ... aren't covered)
    • cannot just not vote, but cannot actively participate in discussions or listen in to private sessions on the topic (but rest of the body can call on their expertise when needed)
  • working on financial sustainability to reduce possible reluctance to antagonize donors
  • change corporate form, asset lock, poison pill, other Articles of Association (AoA) protection mechanisms (but: would prevent some desirable changes such as moving to Europe)
  • require mentioning employers (maybe just if they are active in OSM)
    • Current text: Current Employer is optional, but recommended if your employer does any work related to OpenStreetMap
    • Suggested text: Current Employer is optional, but mandatory if your employer does any work related to OpenStreetMap

Could get additional ideas on possible risks and actions through a community discussion, to flush any remaining worries, and communicate what we're doing