Board/Minutes/2022-02-S2S/Takeover protection

From OpenStreetMap Foundation

Notes by participants. Might be enriched.

This session took place in parallel with "Parallel session: Budget". A summary was provided to the other group.

Attendees

  • Amanda McCann (facilitating session)
  • Guillaume Rischard
  • Jean-Marc Liotier

Not Present

  • Mikel Maron

Officers and board
Biographies

Post-meeting addition of background, links and formatting by Dorothea Kazazi.

Background

Collaborative notes

Goals for this session:

  • Brainstorm over take over protection, try to write down the threats of take over protection, and possible mitations the board can take

G.R: danger of “movie scenario thinking” (a la Bruce Schneier)
JM.L: doesn't think a radical, bad faith, take over is likely, but a subtle take over gradual take over.
G.R: Good approach is diverse source of funding
A.M: Several different companies giving money isn't always diverse if they all think the same on some topic
G.R: What could an evil board do?
JM.L/G.R: Companies would welcome dual licensing. De facto, we already slide in that direction: we are lenient towards companies who give the OSMF large sums of money. That is the very definition of corruption.
G.R: Fruits hanging off the OSMF tree: cash, licensing, IP
A.M: We have a Takeover Protection Special Committee, who have written a preliminary report with some recommendations but Amanda found out here that it was only sent to her.
G.R: Takeover protection will never be "done". It has to be a process, continuously repeated, to evaluate if we're doing the right things and doing the things right.
A.M: Suggest board contact Takeover Protection Special Committee to ask for status update & if there is anything they could publish.
A.M: UK Company law allow special/written resolutions which is a form of take over protection
JM.L: Board expansion would prevent takeover by Board members of bad faith, but it is no help against soft corruption.
A.M: Brain storming on possible take over protections, ways the OSMF is already resilant and what we could do to be more resilient.

Possible Threats

  • Cash grab (someone controls OSMF to get access to our money)
  • Someone wants to control how much our licence is enforced (if at all)
  • OSMF has or controls valuable Intellectual property which someone might want to own/control
  • Lax enforcement becomes the norm, entrenched by historical practice

Ways the OSMF is already resilient

  • OSM community is strong and would raise holy hell if someone tried something blatant
  • License change is a cumbersome process involving the community
  • Membership Working Group keeps an eye on new members
  • Attribution guidelines enforcement process
  • Members can start a special resolution with ~5% of members
  • Articles of Association (AoA) doesn't allow transfer of all assets to totally different org in event of wind up -> but that would make moving to the EU a pain in the assets, and still allows stripping the assets.

Things the OSMF could do to be more resilient

Action item

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