Board/Minutes/2022-05
Date and time: Monday 23 May 2022, 13:00 UTC - Countdown
The topics of the agenda got locked one week before the meeting, on 2022-05-16.
Location: Video room https://osmvideo.cloud68.co/user/ror-nt7-6tu
using BigBlueButton.
Participants
Board members
["talk" time*] Name (notes)
- [17'] Amanda McCann (Chairing until Guillaume joined)
- [02'] Eugene Alvin Villar
- [17'] Guillaume Rischard (joined ~3' after start, chairing the rest of the meeting)
- [07'] Jean-Marc Liotier
- [10'] Mikel Maron
- [07'] Roland Olbricht
- [02'] Tobias Knerr (disconnected ~82' after the start of the meeting)
*Includes time when the microphone was activated due to noise. Some board members also contribute with written messages during the meeting.
Officers and board
Biographies
Minutes by Dorothea Kazazi.
Not Present
Guests
- 18 guests, including Markus Mayr (OSM Austria presentation)
Open to all OSMF members.
You are welcome to ask questions or to comment (via voice or on the chat) at the end of the meeting.
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Administrative
Previous minutes
- 2022-04-28 Accepted
Circular Resolutions
2022/Res12 Approve 200 working hours for Dorothea for State of the Map 2022 in advance
| (Roland Olbricht) I set up this circular as asked by the State of the Map working group. A majority means that the board as a whole approves this budget item. I don't know whether I technically could wave that through without a circular, but the SotM working suggested to make one. (The circular included the text below, which is from an email to the board by Christine Karch - chairperson of the SotM working group) As every year the SotM working group needs some work hours from Dorothea. As in past years we need help in formal and financial things for sponsors and travel grants. As past two years were "only" virtual State of the Maps I go back to Heidelberg 2019 for the estimation of hours we need: The breakdown of Dorothea's hours for 2019 was:
It is very likely that we don't need as many as 2019. So we would like to ask you to approve 200 hours of Dorothea's help for the SotM working group. |
|
Unanimously approved on 2022-05-17 with 7 votes in favour: Amanda McCann, Eugene Alvin Villar, Guillaume Rischard, Jean-Marc Liotier, Mikel Maron, Roland Olbricht, Tobias Knerr |
| Circular by Roland Olbricht. |
Links and text in parentheses added by Dorothea.
Action item updates
See osm:Foundation/Board_action_items.
Windsor Hackforge Local Chapter application
| Background |
|---|
| Windsor Hackforge has applied to be the Local Chapter for Windsor-Essex (Essex County of Ontario, Canada).
Previous board discussion:
|
Related to the 2022-04-14 action item: "Eugene to contact local mappers regarding the Windsor Hackforge Local Chapter application and update the board Gitlab ticket.
Presented by Eugene Alvin Villar.
- Contacted the Windsor-Essex Hackerspace about their local chapter application.
- Initiated community consultations on: talk-ca mailing list, OSM Canada Slack team, OSM US Slack team (#local-canada channel)
Feedback so far: geographic scope may be too small for a Local Chapter.
Moderation team candidates
- Guillaume had a chat with Allan Mustard (previous OSMF board chairperson and suggested lead for the moderation team) about the proposed moderation team (the topic is on the agenda).
Fundraising
Presented by Mikel Maron.
Proposal for fundraising structure
Related to the 2022-03 action item: "Mikel to move forward on proposal / scope out fundraising structure".
Complete and on the agenda.
Reach out to major donors for preferred cycles to request donations
Related to the 2022-10 action item: "Mikel to reach out to major donors and find out their preferred cycles to request donations and communicate with Guillaume [Treasurer]".
Will be completed today.
AspirationTech seminar on fundraising
Related to the 2022-02-26 and 27 action item: "Guillaume, Mikel and Roland to attend AspirationTech seminar on fundraising".
Mikel had a 20-minute insightful conversation with AspirationTech.
- Pending: Assess if participating in the AspirationTech workshop is worth considering now.
- Cost: unknown.
- Comment that it seemed that the workshop was offered for free to OSMF board members.
Action item: Mikel to clarify whether the Aspiration tech workshop was offered for free to OSMF board members.
Options for OSMF relocation / subsidiary
Presented by Jean-Marc Liotier.
- The board created a list of EU countries which could be acceptable and could not find a great reason why one of them would be the best candidate for OSMF relocation / subsidiary.
- Focus on what is convenient.
Additional clause to local chapter agreement about commercial activities
Related to the 2022-02-26 and 27 action item: "Jean-Marc to write up a proposal for the minimum local chapter criteria [..]
Presented by Jean-Marc Liotier.
Aim: provide a clear framework on how commercial activities can occur in local chapters.
- those local chapters who need commercial activities to fund themselves, should be able to do so.
- the board wants to make sure that the OSM brand is not turned into promotion for consultancy.
Jean-Marc:
- researched legislation and operation of non-profit organisations.
- made proposal to the board about a modification to the local chapter agreement.
Next step: seek feedback from local chapters (e.g. OSM France) which might have commercial activities.
Treasurer's report
| Previous reports during monthly board meetings |
|---|
Please note that additional financial-related topics have been discussed during previous board meetings. |
| Presented by Roland Olbricht (Treasurer). |
State of the Map 2022
Work on getting the State of the Map 2022 conference (online and in Italy) up and running
Registering for VAT in Italy
- Process: quite bureaucratic and expensive.
- Consulting: Contacted a consulting company to help with the process, as the information provided by the Italian government doesn't make sense. Full service (registration, cancellation, processing monthly reports): up to EUR 3000.
- We don't have experience on how much of the process we can do just by ourselves.
Action item: Roland to contact OSM Italia (the OSM Local Chapter in Italy) about registering for VAT there.
British VAT
As the OSM Foundation is not a charity, it has to register for VAT if it reaches a certain threshold.
- The Treasurer is relying on Michelle Heydon (accountant in UK), to figure out which items are susceptible to VAT.
- Corporate Memberships from oversees are mostly irrelevant for British VAT:
- do not account for the threshold that we have to pay VAT and
- we do not have to pay VAT on the money we get.
- Process quite bureaucratic.
Banking access
- Roland still has no access to OSMF bank accounts.
- There was a plan to meet in person with Guillaume, but it does not seem to work out.
Decision on acceptance of Fundraising Committee charter
| Background |
|---|
| The fundraising committee is a board committee created in 2020, with Mikel Maron elected as its chairperson.
The fundraising committee had two meetings until now - one in February 2022 and the second one on 2022-05-06. The following charter was submitted for board approval. _________________________________________________________________________ Fundraising Committee Charter (this is not the version which was voted on) The Fundraising Committee develops the strategy for raising funds for OSM Foundation operations, coordinates implementation, and maintains donor relationships. The Fundraising Committee is open to members external to the Board, by approval of the Chair, with oversight by the OSMF Board. The Committee will communicate among themselves and meet periodically. The Committee will communicate its activities and results in the Treasurer’s report at the OSMF Annual General Meeting, maintain minutes of meetings, and may share additional communication about its work from time to time. What we do
_________________________________________________________________________ Recent fundraising-related board discussions
|
| Suggested by Mikel Maron (Fundraising Committee chairperson). |
The proposed charter for the fundraising committee was created in consultation with people interested in OSMF fundraising (some names in the list below).
Vote on fundraising committee charter - Approved
| Updated proposed charter |
|---|
|
"The Fundraising Committee develops the strategy for raising funds for OSM Foundation operations, coordinates implementation, and maintains donor relationships. The Fundraising Committee is open to members external to the Board, in addition to Board members. External members are approved by the OSMF Board. The Committee will communicate among themselves and meet periodically. The Committee will communicate its activities and results in the Treasurer's report at the OSMF Annual General Meeting, maintain minutes of meetings, and may share additional communication about its work from time to time." What we do
|
|
Unanimously approved on 2022-05-23 with 7 votes in favour: Amanda McCann, Eugene Alvin Villar</u, Guillaume Rischard, Jean-Marc Liotier, Mikel Maron, Roland Olbricht, Tobias Knerr. |
| Suggested by Mikel Maron (Fundraising Committee chairperson). |
Vote on members of the fundraising committee - Approved
| Motion to approve the following non-board individuals to join the committee |
|---|
|
|
Unanimously approved on 2022-05-23 with 7 votes in favour: Amanda McCann, Eugene Alvin Villar, Guillaume Rischard, Jean-Marc Liotier, Mikel Maron, Roland Olbricht, Tobias Knerr. |
| Suggested by Mikel Maron (Fundraising Committee chairperson). |
Suggestion: Add members' affiliations for transparency. (Post-meeting note: affiliations added).
On all committee members being from the US
- People in the group can provide a lot of advice, guidance and ideas.
- Need people who do the work, and not necessarily wide geographical representation.
- Need people from other regions to have knowledge of funding opportunities.
- It's hard to get volunteers.
On conflicts of interest, as seeking money from the same funding sources
Most OSMF Fundraising committee members belong to OSM-related organisations likely to seek funds from the same sources.
- There is the board Conflict of Interest policy.
- Valuable to have Maggie and Tyler involved, to share opportunities that they might be a better fit for the foundation.
Thanks expressed to the volunteers and to Mikel.
Trial of change to moderation of the talk@ & osmf-talk@ lists - suggested motion
| Background |
|---|
| On 2021-12-15 the board adopted the Etiquette Guidelines proposed by the Local Chapters and Communities Working Group (LCCWG) moderation subcommittee for the talk* and osmf-talk** mailing lists. Enforcement will begin as soon as a new moderation team for these lists is affirmed by the board.
* talk is the mailing list for all OpenStreetMap community members. All past messages are available here. The board intends to extend the scope of the Etiquette Guidelines to all international communication channels hosted by the OSM Foundation after informal consultation with the respective communities. Regional communities, and communities on platforms not hosted by the OSM Foundation, are free to choose to use the Etiquette Guidelines for their channels as well. Proposed moderation team
Additional information about the composition of the proposed moderation team was mentioned during the November board meeting. The board asked the committee for the "resumes" of the proposed moderators and the names of other people who applied to be on the moderation team. In case the LCCWG moderation subcommittee is not willing or legally able to share the details about unsuccessful applicants with the whole board, the board will ask the subcommittee to share it with the members of the board who happened to be also members of the subcommittee at the start. Related discussions:
More information can be found in the background sections of previous board meetings. |
| Topic suggested during the May mid-month board chat and by Amanda McCann. |
| Initial text suggested before the meeting, prior to any amendments |
|---|
| The board might vote on the following (the text might change by the time of the board meeting)
The board appoints the below named people as moderators of the talk@ & osmf-talk@ list (only), to moderate as per Etiquette Guidelines and to follow the Process for Moderation. a. Allan Mustard <email address redacted> Initially, the Etiquette guidelines and process for moderation can only be changed by a board vote. In the initial period, new moderators can only be added by a board vote. The board desires for the affects communities to moderate themselves. In 6 months, the members of the affected lists will vote on whether to continue with this situation (Etiquette guidelines, process for moderation & moderators). It will be a yes/no, simple majority vote. OSMF Board may organise this vote, if required. |
| Motion proposed by Amanda McCann |
Comment that the phrase "the board desires", was worded as such because it is aspirational and non-binding.
Suggestions for amendments
1. Fix typo affects-> affected.
2. Change the evaluation time from 6 months to 8 months. Reasoning: 6 months would make the evaluation fall during the OSMF board election season.
- Comment that 8 months would make the vote after the AGM. Concern that if the membership does not like the election results, might express their anger on the evaluation vote for the moderators team.
-- The members can vote on the board candidates based on their answers to any moderation-related questions during the election period.
3. Specify that the board will vote on the evaluation, after thorough consultation with the community. Reasoning: Unclear who will take part in the evaluation vote. Problematic to subject moderators to a popular vote.
- Comment that the text of the motion is not unclear as it says "the members of the affected lists", so it would be people who have subscribed to talk@ or osmf-talk@ mailing lists.
-- Comment that membership to talk@ is not controlled, and one can subscribe multiple times.
4. Specify that the OSMF members will vote on the evaluation, as it is a defined, large group.
5. 1) Make more specific the wording about affected communities moderating themselves - the affected communities to make decisions on the moderator team composition without the board's involvement. 2) Make it clear that the board will oversee and encourage the adoption of such a process. Reasoning: it is important that the board stops form being involved once the process is running more smoothly.
- Comment that the board does not want to micromanage. OSM communities establish their own rules, self-police and do their own projects. Everything should stay as decentralisesd and local as possible. If there is need to escalate, they can go to the board.
Vote on amendment to fix typo
| Motion to change "affects" to "affected". |
|---|
|
Motion to change affects -> affected. |
|
Unanimously accepted on 2022-05-23 with 7 votes in favour: Amanda McCann, , Eugene Alvin Villar, Guillaume Rischard, Jean-Marc Liotier, Mikel Maron, Roland Olbricht, Tobias Knerr. |
Vote on amendment to change 6 months to 8 months
| Motion to change 6 months to 8 months. |
|---|
|
Approved on 2022-05-23 with 5 votes in favour: Eugene Alvin Villar, Guillaume Rischard, Jean-Marc Liotier, Mikel Maron, Roland Olbricht. |
| Motion proposed by Guillaume Rischard. |
Show of hands on preference to vote on amendments which are conflicting
Guillaume (Chairperson) asked a show of hands on the following possible amendments, in order to decided the order they might be voted on.
- Suggestion by Guillaume: Let the OSMF members vote on the evaluation.
- Suggestion by Mikel: the second paragraph to read "Initially, the Etiquette guidelines and process for moderation can only be changed by a board vote. In the initial period, new moderators can only be added by a board vote. In 8 months, the Board will undertake a consultation with the affected lists, and vote on whether to continue with this situation.
Brief discussion on how to proceed with the conflicting motions.
Vote on Mikel's amendment
| Motion |
|---|
|
Motion to change the second paragraph to read "Initially, the Etiquette guidelines and process for moderation can only be changed by a board vote. In the initial period, new moderators can only be added by a board vote. In 8 months, the Board will undertake a consultation with the affected lists, and vote on whether to continue with this situation. |
|
Approved on 2022-05-23 with 3 votes in favour: Eugene Alvin Villar, Guillaume Rischard*, Mikel Maron. * Chairperson, so has a second vote in case of a tie-breaker. |
| Motion proposed by Mikel Maron. |
Vote on Tobias' amendment
| Motion |
|---|
|
Motion to replace "The board desires for the affected communities to moderate themselves." with |
|
Approved on 2022-05-23 with 6 votes in favour: Amanda McCann, Eugene Alvin Villar, Guillaume Rischard, Jean-Marc Liotier, Roland Olbricht, Tobias Knerr. |
| Motion proposed by Tobias Knerr. |
Vote on main motion: approval of moderators for talk and osmf-talk mailing lists and text as provided by Mikel - Approved
| Motion |
|---|
|
The board appoints the below named people as moderators of the talk@ & osmf-talk@ list (only), to moderate as per Etiquette Guidelines and to follow the Process for Moderation. a. Allan Mustard <email address redacted> Initially, the Etiquette guidelines and process for moderation can only be changed by a board vote. In the initial period, new moderators can only be added by a board vote. The board desires for the affected communities to be able to make decisions about the moderator team composition without board involvement and will oversee and encourage the adoption of a suitable process. In 8 months, the Board will undertake a consultation with the affected lists, and vote on whether to continue with this situation. |
|
Approved on 2022-05-23 with 5 votes in favour: Eugene Alvin Villar, Guillaume Rischard, Jean-Marc Liotier, Mikel Maron, Tobias Knerr. |
| Motion proposed by Mikel Maron. |
Concern: New members of the board after the AGM may have been subjected to complaints based on the Etiquette guidelines, and it is unclear in the board Conflict of Interest policy if they would be allowed to vote.
On conflict in text
There seems to be a conflict that the board wants affected communities to make decisions by themselves and later on that the board votes on the situation.
- Comment that the phrase "the board desires" is aspirational and non-binding, therefore there is no conflict.
Action item: Amanda to notify the moderators and the Operations Working Group (OWG) or Membership Working Group (MWG) to give mailing list access to the moderators.
Amanda has already asked the moderators to sign non-disclosure agreements.
Thanks expressed to all candidates, even if they did not make it to the final moderators' list.
State of the Map 2022 - Board preparations
| The State of the Map (SotM) 2022 conference will be a hybrid event (in-person and online), which take place on the 19-21 of August 2022 in Florence, Italy (OSM wiki). The board has submitted an "Ask me anything" session proposal.
Previous activities during SotMs, proposed or involving board members:
|
| Topic proposed by Mikel Maron. |
Board members' presence
Mikel will not attend SotM 2022.
Suggestions
- Next year do a face-to-face board meeting in Washington D.C.
- This year consider a board face-to-face meeting.
Dorothea's presence
- Dorothea had raised that in previous years she helped organise OSMF's presence at State of the Map (SotM) conference and run a booth.
- She's not yet certain if she'll be available to attend this year.
Suggestion: The board to consider indicating whether they would like Dorothea to consider attending SotM, provided that she can.
Treasurer: We have to look at the potential cost.
Local Chapter agreement signing with OSM Austria
OSM Austria recently became a Local Chapter.
Suggestion: Sign the Local Chapter agreement in person, during the SotM conference.
Board "Ask us anything" session
A live board "Ask us anything" session has been proposed to the State of the Map organising committee by Amanda. The result is not known yet. (Post-meeting note: the session was approved).
Suggestion: Mikel might be able to dial-in, as he will not attend in person.
Advisory Board - monthly update
| Background |
|---|
| The Advisory Board members are separate from the OSMF board of directors - individuals are either nominated by Local Chapters and Gold or higher Corporate Members of the OSMF or invited directly by the OSMF board of directors. The OSMF Board of Directors will publicly minute, in the board meeting minutes, any communication sent to, or received from, the AB members. This monthly section is reserved for this purpose. Overview of board communications with representatives on the Advisory Board. 2022 Jan, Feb, Mar, Apr |
| Presented by Amanda McCann (Secretary). |
Pending: OSM Austria's representative on the Advisory Board.
Monthly presentation - OSM Austria
| About this monthly section |
|---|
| In 2020 the board started hourly discussions with Corporate Member representatives on the Advisory Board and inviting Local Chapter representatives on the Advisory Board to give 10' presentations during public board meetings (this slot). A year later, during the 2021-04 board meeting, delegation of the Local Chapter presentation scheduling was suggested by the Secretary (Amanda McCann), who was previously solely responsible for that. Mikel Maron and Eugene Alvin Villar offered to help with organisation.
2022 presentations 2021 presentations |
OSM Austria is the newest Local Chapter, approved on 2022-04-28.
Presentation by Markus Mayr (ScubbX).
Tobias Knerr had to disconnect ~80' after start.
Discussion
- OSM Austria was reminded to select their Advisory Board representative.
- OSM Austria recently started using Mastodon social. (If you are using Mastodon, https://en.osm.town/ is an instance/server focused on OpenStreetMap and financed by OSMF. Follow OpenStreetMap on https://en.osm.town/@openstreetmap).
Guest comments or questions
| About this section |
|---|
| Open to all OSMF members (join the OpenStreetMap Foundation). You are welcome to ask questions or to comment (via voice or on the chat) at the end of the meeting.
|
No comments or questions.
Next meetings
- 2022-06-09 Mid month board chat, not open to observers.
- 2022-06-30 Public board meeting
Open board meetings take place online once a month, usually on the 3rd or 4th Thursday of the month, at 13:00 UTC. The recurring day and time for board meetings and mid-month board chats has not been set yet.
See the Monthly Board meetings page to find out where board meetings are announced and for a subscription link to have future board meetings automatically added to your calendar.
Meeting adjourned 94' after start.