Board/Minutes/2021-05-14
Draft minutes.
Location: Video room https://osmvideo.cloud68.co/user/ror-nt7-6tu
using BigBlueButton.
Please note that this video chat is not open to observers.
Date and time: Friday 14 May 2021, 14:00 UTC - Countdown
Acronyms
Participants
Board members
- Allan Mustard (Chairing)
- Tobias Knerr
- Rory McCann
- Mikel Maron
- Eugene Alvin Villar
- Jean-Marc Liotier
- Guillaume Rischard (joined ~6' after start)
Officers and board
Biographies
Minutes by Dorothea Kazazi
Not Present
Guests
Not open to observers.
Some topics have been reordered during the meeting.
Licensing Working Group planning during Kathleen's leave
| Background |
|---|
| Suggested by Mikel Maron. |
Kathleen Lu (Licensing Working Group - LWG) will be away from mid-June to November 2021. Her LWG work includes amongst others:
- Reviewing trademark notices.
- Enquiries related to academic papers.
- Legal questions.
- LWG agenda building.
Dorothea was asked to have a meeting with Kathleen and Mikel to see if she could help during the leave.
Dorothea will
- LWG agenda - create it with topics suggested by LWG members.
- Meetings - send reminders.
- Trademark watch notices - make first screening and add any cases that might need follow-up to the next LWG agenda.
Dermot McNally (LWG) volunteered to chair the LWG meetings.
Investigate moving OSMF out of the UK, and into the EU
| Background |
|---|
| Even before Brexit was on the horizon, the OSMF occasionally thought about moving the organisation or creating a subsidiary elsewhere (most likely to another EU country). After the recent bank issues, the board is looking to create an account at a new bank and perhaps a subsidiary in the EU.
Past arguments regarding relocation/subsidiary, mentioned during 2020-10 board screen-to-screen meeting: In favour of moving
Against
Related:
Please note that there have been additional board/LWG discussions regarding Brexit. |
| Suggested by Allan Mustard. |
Discuss incorporating subsidiaries in the United States (a 501(c)(3) charity) and the EU (EU-equivalent tax-free charity) with an eye to reincorporating after an Articles of Association amendment vote.
Allan asked the board members in EU countries to start researching where it would be easiest and most appropriate to move.
US
- Majority of OSMF income through US donors, who don't get tax reduction, as we're not officially a non-profit charity.
- They might be more generous if we incorporate as a charity.
- Do US recognise foreign charities as equivalent for tax reduction? > Have to be US based.
Decisions
- Allan Mustard and Mikel Maron to look at US subsidiary.
- Rory McCann to look into Ireland. OSM IE incorporated in recent years.
- Jean-Marc Liotier will look into France.
- Guillaume Rischard to look into Luxembourg.
Suggestions
- Create list of requirements, e.g.
- Contributor term contracts must survive the transition.
- Not necessary to have a director in that country.
- Build some takeover protection.
- Discussion during next mid-month chat.
Points mentioned during discussion
- Employment laws and regulations vary in EU countries.
- Banking might vary as well (i.e. if Directors need to live in the country where the bank is).
- For Germany: initial impression that all Directors need to be there during registration and once a year to physically bring documentation.
- The corporation would not wind down until we have 2 subsidiaries up and running.
On timing
- Ideally ready for December Articles of Association (AoA) vote, but probably won't be ready by then.
Action item: Allan to create a list of requirements for creating a subsidiary e.g.
- Contributor term contracts must survive the transition.
- Not necessary to have a director in that country.
Banking situation
| Background |
|---|
| Wise (formerly Transferwise) is a financial technology company (not a bank) that the OSMF uses to receive/send some payments. They have told us they consider us in violation of their acceptable use policy, but not specified of which part, and blocked our account and credit card. For more information read the April 2021 Treasurer's report. |
| Suggested by Guillaume Rischard (Treasurer). |
- Paypal unblocked.
- Filled appeal to WISE bank.
- Paperwork being filled for getting an account with the Bank of Ireland.
Additional details shared by the Treasurer on internal board document.
Responding to proposed Engineering Working Group restart
| Background |
|---|
| Paul Norman (EWG, OWG) had gathered some people who want to draft a scope for a restarted Engineering Working Group and propose it to the board. The first meeting was on 2021-04-02 and an email summary was sent afterwards to the board (see below),
Participants of first meeting: Rob Savoye, Roland Olbricht, Tobias Knerr, Adam Hoyle and Paul Norman.
The team would explicitly like to put maintenance to improve developer experience (tech debt), developer documentation, and other work that does not result in new features. They have work to do around defining classes of software (core, non-core, or other terms) and what they want to focus on and will be working on this, then discussing it at a meeting next week. Previous board discussions:
|
| Suggested by Tobias Knerr. |
Feedback provided to Tobias by some board members before this meeting.
Suggestions
- Proposal focused on management of paid effort within OSM/F ecosystem but there's need to help provide a space for non-paid software efforts as well.
- Vote in May board meeting on revised Engineering Working Group (EWG) charter (if revised).
Action item: Jean-Marc, Rory and Tobias to email the Engineering Working Group (EWG) on behalf of the board with suggestion for EWG to help provide a space for non-paid software efforts as well.
iD next steps
| Background |
|---|
| After two and a half years developing iD, Quincy Morgan wishes to pass the torch on, for personal reasons. The joint statement of the board with Quincy regarding iD development is here (en). (es, fr, gl, nl, pl, ru, zh-hant).
iD related board discussions during the past year:
|
| Suggested by Tobias Knerr. |
One candidate so far.
Suggestion
- Active recruitment: clearly ask for applications.
Related to Engineering Working Group (EWG)
- Depending on the responsibilities of the EWG, the iD development job might vary.
- EWG is a platform for coordination and recruitment - not maintenance.
- EWG could
- take the project-management and communication role related to iD development.
- be engaged in writing the iD job description, in the announcement and recruitment.
- provide guidance on the contract, together with the personnel committee.
Interim period till we get iD maintainer
- Knowledge transfer.
- Suggestion of meeting with developers working on forks of iD (e.g. in HOT, Microsoft, Facebook, Amazon) that might help in the interim period.
- Someone needs to own it.
- Could also get the word out about recruitment.
- Would be a shame not to talk to organisations who invest more than 10x resources on development of iD forks.
Action items:
- Jean-Marc Liotier to start recruitment.
- Mikel Maron to organise a meeting with developers working on forks of iD.
Other points mentioned
The new iD developer might convince companies working on iD forks that the convenience on working on the forks without community input is less valuable and important than collaborating. Then some modularity in iD codebase could be pushed up.
Payoneer account for Google Summer of Code
Suggested by Tobias Knerr.
Google wants to give us 1600 USD for the Google Summer of Code, but might be difficult with our current banking situation.
There is a bank account they could transfer the amount to, but a specific reference should be provided during the transaction, otherwise the amount won't reach us. As this is non-standard procedure for them, it probably won't work.
Can they wait?
Decision: Tobias to talk with Guillaume.
Board and Licensing Working Group meeting about Attribution Guidelines
| Background on draft Attribution Guidelines |
|---|
|
The Licensing Working Group (LWG) had created a draft attribution guideline , which was subsequently modified by the board. After meetings of the board with Corporate Member representatives on attribution (Jun and Oct 2020) and with LWG members (Oct 2020), the board version was modified. December meeting decisions to:
The board received an answer from Kyle Mitchell (Intellectual Property lawyer suggested by Allen Gunn), who was contacted to provide external legal advice on the draft attribution guidelines. The initial email was approved by Dermot McNally (Licensing Working Group) and included the current draft of the attribution guidelines and a list of questions. Related: Circular 2021/Res11: Authorise Allan to send attribution guideline letter to Intellectual Property lawyer. Attribution related meetings, excluding recurring board and LWG meetings
Attribution related board minutes
Attribution guidance related LWG minutes
OSMF members related discussions: |
| Suggested and presented by Tobias Knerr. |
Edits to the gap-list document made by the Licensing Working Group (LWG) after their May meeting.
Action item: Board to arrange meeting with LWG.
Hiring a senior site reliability engineer - status update
| Background |
|---|
| The OSMF Board plans to hire a person as a senior site reliability engineer (SSRE).
Related: |
| Suggested by Allan Mustard. |
No progress.
- Overdue.
- Next step: writing formal job description.
Decision: addition of topic to the next board meeting.
Action item: Jean-Marc to work on a formal job description during the next 2 weeks, so that it gets voted at the next board meeting.
Any other business
Strategic plan outline
|
An action item of the 2020-10 screen-to-screen board meeting was for Allan Mustard to circulate a strategic plan outline to the rest of the board members and drive forward the topic (which would then serve fundraising asks in 2021) (Topics: OSMF fundraising and Wrap-up session). The outline was created in October 2020 and board members have provided feedback on it. The draft will be published for community consultation once most board members agree that it doesn't need any further refinement. Previous related board discussions
|
| Allan Mustard |
Action item: Allan to circulate the Strategic plan outline to osmf-talk (the mailing list for OSMF members ~ you need to be an OSMF member to subscribe. All messages are available here).
Reminders for formal requirements for circulars and conflict of interest cases
by Dorothea
Circulars (about circulars)
- Minimum duration of voting on circulars is 1 week, the duration can't be 1-3 days (can be extended to 2 weeks by request) - (7.2 on board rules of order).
- The content of the circular and links are public by default (7.6 on board rules of order).
- The title and the content must make clear what is approved and what happens when a circular fails.
- Comments on the circulars on Loomio are made public.
Conflict of interest
- Any board member with a conflict of interest during a circular/voting must declare it by clearly stating or writing that it exists - Board Conflict of Interest Policy.
Next meeting
Public board meeting on Friday 28th of May 2021, 14:00 UTC -- Countdown