Board/Minutes/2023-07

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Meeting date and start time: Thursday 27 July 2023 at 15:00 UTC
Minutes approved by the board on 2023-08-24.

Please note that the individual points mentioned below usually reflect the opinion of one or more board members and not necessarily of the whole board. Official board decisions are taken during the meetings or by voting using circulars, and votes are listed in the minutes.

The topics of the agenda get locked one week before the meeting.

Location: Video room https://osmvideo.cloud68.co/user/dor-2cd-qah-rim
using BigBlueButton.

Acronyms

Participants

Board members

["talk" time*] Name (role, notes)

  • [07'] Arnalie Vicario
  • [04'] Craig Allan
  • [34'] Guillaume Rischard (Chairing)
  • [02'] Mateusz Konieczny
  • [19'] Mikel Maron
  • [07'] Roland Olbricht
  • [11'] Sarah Hoffmann

*Includes time when the microphone was activated due to noise.

Officers and board
Biographies

Minutes by Dorothea Kazazi.

Not Present

Guests

  • 14 guests, including Claire Halleux (presenter)

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.

  • Please mute your microphone when you join, and to preserve bandwidth, refrain from turning on your webcam.
  • If you are in a low-bandwidth environment, you may benefit from using BigBlueButton's low-bandwidth settings. To assess them, click on the 3 dots on the top right of the black video-window.

Administrative

Previous minutes

Circular Resolutions

2023/Res15 Vector tile plan funding

Agree to a budget of 2k€ to pay Paul Norman to flesh out his vector tiles work plan and vector tiles proposal.

link to Google document 1 accessible to board members only - Vector tiles work plan.
link to Google document 2 accessible to board members only - Vector tiles proposal.

Paul has already done a lot of work on vector tiles and on the proposal for free, and doesn't want to spend more time on the proposal in the face of past OSMF uncertainty.

Did not pass on 2023-07-02 with 4 against:
Mateusz Konieczny
(as replaced by voting on a board meeting)
Craig Allan
(I like proper specifications for a big job like creating vector tiles. A work plan that exists in the absence of a specification kind of assumes an implied specification which is not written down anywhere and certainly not supported by Board and EWG and members. Big problems can happen in the future, the most disastrous of which is if Paul suddenly abandons the project and leaves with all of the specification in his head. We would have to start again from nothing. Can we talk about this.)
Sarah Hoffmann
(The circular insufficiently defines the work outcome which is bound to lead to disagreements about when the proposal is finished. This does make uncertainty worse. On a technical note: this matter should not be decided via circular as it is not time-sensitive and board members have signaled a need for discussion.)
Mikel Maron
(I am not against this idea in principle but need to see more detail on what the scope of the days work on the plan will produce. Just a few bullets / questions to address.)>
2 in favour:
Roland Olbricht
Guillaume Rischard
1 did not vote: Arnalie Vicario

Circular by Guillaume Rischard.

Note: This circular was running during the June board meeting. While the circular closed after the June board meeting, please note that the board considers the decision taken during the June meeting with a board vote to supersede the circular decision. An amendment to the board rules of order will be proposed during the July board meeting.

2023/Res16 Approve active contributor membership application #2023071310000115

The Board currently decides on active contributor membership applications based on non-mapping contributions on a case-by-case basis.

Unanimously approved on 2023-07-22 with 7 votes in favour: Mikel Maron, Guillaume Rischard, Roland Olbricht, Mateusz Konieczny, Sarah Hoffmann,Arnalie Vicario ([the candidate] is an example of a rockstar contributor who’s actively participating in working groups and indirect mapping volunteering that helps osm work!), Craig Allan ([candidate]'s contribution has been enormous. This application is exactly why contributions other than mapping are accepted by this process for membership of the OSMF. I am honoured to vote Yes on this application).

Application initially processed by the Membership Working Group.

Action item updates

Public board action items - About
Filter by assignee Arnalie Craig Guillaume Mateusz Mikel Roland Sarah Not assigned
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2023 Q1
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Filter by label Example: any label # labels here (non-clickable)

Arnalie Vicario

Craig Allan

  • Was working on a strategic plan document.
  • Looking at the United Nations open data.
  • Was going to be working with Guillaume on the potential appointment of an Executive Director.

Guillaume Rischard

  • Lots of unplanned work (e.g. operations/ dealing with PayPal).
  • Had some good discussions.
  • The agenda shows that we've been doing good work.

LCCWG putting motions on the board agenda

Guillaume had a discussion with Maggie Cawley (Local Chapters and Communities Working Group (LCCWG)).

Suggestion: LCCWG to choose by a majority vote to put a motion on the board's agenda at future board meetings. Potential advantages:

  • would strengthen the democratic representation of the local chapters which have representatives on the LCCWG, on the board
  • would create an incentive to become a recognised local chapter.

This will be discussed during the LCCWG meeting next Monday.

Mateusz Konieczny

  • Spent more hours reviewing the "lacking proper OSM attribution" list on the wiki.
  • It was not always possible to check whether attribution was fixed (e.g. static information boards in Slovakia - Mateusz opened an OSM note in this case).
  • Aims to finish review by next public board meeting.

Mikel Maron

Roland Olbricht

To be closed

To be kept open

Sarah Hoffmann

EU transparency register

EU transparency register - Re-register OSMF

Suggestion to pause.

EU registration - Find local points of contacts to clarify legal questions

https://gitlab.com/osmfoundation/board-action-items/-/issues/6

Sarah had a meeting with Alison Wendell, who had moved her foundation to Brussels and is happy with their lawyers, AGIO.

Sarah contacted AGIO and sent our report.
- report looks quite good.
- they'll check whether UK law allows us to simply move OSMF from the UK to Belgium. This would solve a lot of problems in terms of transferring our assets, especially trademarks.

Plan, if moving OSMF from UK to Belgium is possible

  • AGIO will write a plan until September on how this move works, which we then can present to the members.
  • AGIO will provide a cost estimate.
  • Sarah to ask the board for funds.
  • Membership will comment from September.
  • Resolution to move to be voted by the membership during the Annual General Meeting in December.

Other points

  • A potential move might take up to a year to be completed.
  • Long process to get non-profit status in Belgium.

Suggestion: See AGIO's offer and then move to Belgium.

Treasurer's report

  • Everything ok.
  • Will start fundraising campaign soon.

Secretary's report

Advisory Board

There was an Advisory Board meeting on July 18th.

Topics:

  • Collection and distribution of sponsorship funds for local state of the map events
  • Corporate membership structure revision.

Not much feedback on the first topic, more on the second.

Maxar imagery

  • We received the official notice from Maxar that the service has been discontinued.
  • Having conversations with stakeholders on the way forward.
  • Unclear who we can engage with.
  • Informed that the discontinuation of the service due to security issues but think it might be more complicated.

Overture Maps

  • Had heads up from Overture Maps on the data release which happened yesterday.

OSM Belgium

OSM Belgium gave to the board official notice of shifting.

  • OSM Belgium were with Open Knowledge Foundation (OKFN) Belgium and they have to find a new home.
  • In the interim, they made an agreement with OSGeo Belgium to hold funds for them.
  • At the same time they're planning SotM EU 2023.

Comments by Joost Schouppe (guest, OSMbe) on the chat that:
- they're becoming independent, the OsGeo thing is just to stick around for now
- they would like to move the Local Chapter straight to the new OSMbe NGO
- creating the non-profit should take just a month.

State of the Map EU 2023 loan


Motion that the OpenStreetMap Foundation make a loan of €15,000 for the deposit on the venue for State of the Map EU (2023) under the terms covered in the agreement that the board has been reviewing.

The Chairperson had a phone-call with the OSM Belgium before this meeting.

Concerns

  • Contract party: We are currently uncertain who we are going to contract with. The current agreement mentions "Local Chapter" (the organisation which is OSMF's Local Chapter for Belgium is Open Knowledge Belgium, under the operating title "OpenStreetMap Belgium". "OSM Belgium" is currently transitioning its institutional home to OSGeo Belgium).
    • The agreement will be with OSGeo Belgium - OSM Belgium has transferred their funds to the OSGeo Belgium's bank account.
  • Budget: We haven't received a budget and the event is less than four months away.
    • A rough budget has been shared.
  • Tax implications: we don't know if there are any.
    • Michelle (OSMF accountant) mentioned that - as we'll receive the money back and the net result is no profit - there would be no tax implications.

Suggestions

  • Remove the "Local Chapter" mentions from the contract.
  • Transparency:
    • Define the criteria, specify the recipient of the funds and under which circumstances they benefit.
    • Communicate to Local Chapters the current issue of OSM Belgium shifting their organisational home.
  • Proactively take action on expanding Local Chapters outside of the EU.

On loan eligibility

  • A loan would be considered only for a Local Chapter, in an emergency situation.
  • We would not consider this, if we didn't have an established relationship with the Local Chapter.

On risks

  • We've addressed the major issues and risks.
  • This is very low risk.
  • Even if all the sponsors transfer the money, OSM Belgium is still EUR 10,000 in the red. (post-meeting note: OSM Belgium will seek sponsorships to cover that amount).

OSM Belgium has shared with the OSMF board

  • A rough budget.
  • The breakdown of costs from the SotM EU 2023 conference venue.
  • The schedule that determines when the deposit becomes non-refundable.

On timing

  • The contract with the venue needs to be signed by the end of July.
  • Payment should be made within two weeks after that.
  • The board will need to very rapidly revise the contract and have the circular pass.

Next steps

  • The board to revise the agreement.
  • The board to do a circular.
  • Meeting: The OSMF board and OSM Belgium to have a meeting before 31 September, to decide whether SotM EU 2023 will take place or whether the venue reservation will be cancelled.

Process: We transfer the funds to OSGeo Belgium and they, in turn, will send the deposit to the conference venue.

Other points mentioned during discussion

  • OSMF aims to fundraise during SotM EU 2023.
  • The change of legal institutional host for OSM Belgium, makes this issue complicated.
  • The agreement in its current state can be considered as a generic agreement for the future.
  • We support the work of local chapters and local events all over the world, so we need to make space for such cases.

Vote: Amendment to put in the contract the details

Amendment: put in the contract the details (who's getting the money and the agreement to have a go/no-go meeting by the end of September).

Unanimously approved on 2023-07-29 with 7 votes in favour: Arnalie Vicario, Craig Allan, Guillaume Rischard, Mateusz Konieczny, Mikel Maron, Roland Olbricht, Sarah Hoffmann.

Vote: Amended motion to agree in principle to support OSM Belgium financially with a loan for the SotM EU conference

Amended motion: Agree in principle to support OSM Belgium financially with a loan for the SotM EU conference. This is exceptional because it's an emergency and hammer out the details by circular, which will happen very quickly.

Approved on 2023-07-29 with 5 votes in favour: Arnalie Vicario, Craig Allan, Guillaume Rischard, Mikel Maron, Roland Olbricht.
1 against: Sarah Hoffmann
1 abstained: Mateusz Konieczny

Comment by Ben Abelshausen (guest, OSMbe) that if there was another way to save the conference they would do it.

Comment by Imagico (guest) whether he understood correctly that any local chapter organizing a SotM having an 'emergency' is eligible for an EUR 15k loan or whether are there other criteria.

> We are not a bank. There are other criteria, but it is a long story.

Support as financial intermediary to regional State of the Map sponsorships

Vote: Support as financial intermediary to regional State of the Map sponsorships

The OpenStreetMap Foundation will serve as to collect and distribute sponsorship funds for local State of the Map events with the criterion process as defined in the Hack.md* that we have been working on.

Approved on 2023-07-29 with 4 votes in favour: Arnalie Vicario, Craig Allan, Guillaume Rischard, Mikel Maron.
3 abstained: Mateusz Konieczny, Roland Olbricht, Sarah Hoffmann.

* Post-meeting note: The template agreement is here.

Sovereign Tech Fund application

Vote: OSMF to apply to Sovereign Tech for development of the website

Motion: OSMF to apply to Sovereign Tech for development of the website.

Unanimously approved on 2023-07-29 with 7 votes in favour: Arnalie Vicario, Craig Allan, Guillaume Rischard, Mateusz Konieczny, Mikel Maron, Roland Olbricht, Sarah Hoffmann.

Risks and implications

We have to find people to do the work, employ people and to learn how to work with volunteers.

On application

  • Will apply for EUR 250,000 for 1.5 years.
  • Focus: renewing momentum with the development of OSM website so that we can do more feature requests.
  • Application finished and is in GitLab.
  • Expected answer: until September.
  • Sarah's name will be on the application, as she's allowed to sign.

Other points mentioned during discussion

  • First occasion where we have to make sure that volunteers and paid staff work well together.
  • Sarah talked with Andy Allan and Tom Hughes and they are skeptic but on board.
  • Great way to diversify our source of income.

Sarah was thanked for her work.

Suggestion

If the application gets approved, the board could provide money to hire someone to do the negotiation to get it finalised.

Board rules of order regarding circulars

Suggestion to replace 7.5 of the board rules of order (section: circulars) with:
 "The proposed resolution concludes under either of these conditions
1. Passes as soon as an absolute majority of board members approve.
2. Cancelled without decision when the topic is voted on at a board meeting.
3. Fails in all other cases."

  • Elegant way of addressing the issues that came up with circulars that are too quick on the draw.
  • As it has been up to now, there could be situations where a single approval vote would allow a circular to go through.
  • Does not impede the business that we intend circulars to cover.

On absolute majority

  • Absolute majority means more than half of board members, regardless of how many participate in the vote. Currently, it would mean at least 4 approvals.
  • Abstentions would not count any more.

Suggestion

  • Exclude active contributor membership applications from the absolute majority requirements, as they usually don't attract the majority of votes and would automatically fail.
    • It would be fair to find 4 board members to vote for memberships.
    • Most applications had at least four board votes.

Vote: Proposed amendment for active contributor membership applications

Motion to change 7.5.1 of board rules of order to 1. Passes as soon as an absolute majority of board members approve. For active contributor membership applications, a simple majority at the end of the circular period is enough.

Rejected on 2023-07-29 with 5 votes against: Arnalie Vicario, Craig Allan, Mateusz Konieczny, Roland Olbricht, Sarah Hoffmann.
1 in favour: Guillaume Rischard
1 abstained: Mikel Maron

Hypothetical case: four abstentions, one no and two yes. The circular would pass, which would be unacceptable.

Vote: Changes to the board rules of order regarding circulars

Motion to apply the following changes to the board rules of order (section: circulars)

Replace 7.5 text with:
"The proposed resolution concludes under either of these conditions
1. Passes as soon as an absolute majority of board members approve.
2. Cancelled without decision when the topic is voted on at a board meeting.
3. Fails in all other cases."

Previous text: 7.5 The proposed resolution concludes under either of these conditions
1. Passes as soon as an absolute majority of board members approve
2. Passes if at the end of the circular period, an absolute majority of board members participate, and a majority of those approve
3. Fails as soon as an absolute majority of board members disapprove

Approved on 2023-07-29 with 6 votes in favour: Arnalie Vicario, Craig Allan, Guillaume Rischard, Mikel Maron, Roland Olbricht, Sarah Hoffmann.
1 abstained: Mateusz Konieczny.

Review Strategic Plan revision

There has been a lot of work and discussion.
At the mid-month meeting, Sarah and Mikel volunteered to create a draft document of what they think would be the way forward.

The document:

  • Is goal and narrative oriented.
  • Leaves the details of implementation to those that are responsible.
  • Builds on the previous work, which was very task oriented.

MOTION to proceed with developing the strategic plan formulation that Sarah and Mikel have started drafting.

Suggested process

  • Board members to comment on current version.
  • Sarah and Mikel to revise the draft.
  • Communicate the revised version publicly and invite feedback.
  • Revise the draft again.
  • Bring the document for board approval, probably in September.

On previous task-oriented document, created by Craig and Sarah

  • The current document does not make prior work moot.
  • We probably would not keep the previous document as a reference and communicate it.
  • Could be considered as one of the inputs to the process of getting to the final plan.
  • Was definitely helpful.

Suggestions

  • Indicate that the previous document is outdated.
    • Create a subsection "working documents" from the 2023 strategic plan process on the wiki.
  • Involve the Working Groups.

Other points mentioned during discussion

  • Nice that the plan is goal-oriented.
  • Arnalie will put the community section of the plan as a topic on the LCCWG's agenda.

Allan Mustard, Craig Allan, Sarah Hoffmann and Mikel Maron were thanked for their work.

Vote: on new strategic plan document

Motion to move forward with process to revise, send a consultation and then accept the Strategic plan formulated as in https://hackmd.io/_tPSGBBOQT-NBN_m34bRxw?view

Approved on 2023-07-29 with 6 votes in favour: Arnalie Vicario, Guillaume Rischard, Mateusz Konieczny, Mikel Maron, Roland Olbricht, Sarah Hoffmann.
1 abstained: Craig Allan (voted: present)

Corporate Membership revision


Motion to adopt the revisions to the corporate membership scheme that's specified in https://hackmd.io/1_m1HQ9nTCGYweh9E37AnA (content on the OSMF website)

Discussions on the proposed Corporate Membership revision

On current Platinum Corporate Membership benefit "invite a board member for an in house presentation"

  • No request yet for it.
  • The above benefit will change to "having consultations with board designated facilitator to share direction on how to engage with OSMF on specific topics" (wording might be modified).
  • The facilitator could provide guidance and advice, e.g. suggest which working group to approach for a specific topic. The approach will be the same as everyone else, we won't provide any kind of special access.

Other point mentioned during discussion

  • The document specifies a process for dealing with overdue membership invoices.

Vote: on new Corporate Membership tiers

Motion to adopt the new Corporate Membership tiers.

Unanimously approved on 2023-07-29 with 7 votes in favour: Arnalie Vicario, Craig Allan, Guillaume Rischard, Mateusz Konieczny, Mikel Maron, Roland Olbricht, Sarah Hoffmann.

Change to Courtney Williamson's status to volunteer, cancellation of contract

  • Courtney has cancelled her contract, saying she is willing to do the tasks on a volunteer basis.
  • It hasn't diminished Courtney's ability to help.
  • The board recognises that this kind of arrangement is not off the table in the future for her or for others.

EU Transparency Register

  • The EU Transparency Register now requires to have activities with respect to policy, in order to become a member.
  • As OSMF is based in the UK, that means the EU does not care about our opinion.

Suggestion: pause registration until we move to the EU.

Vector tiles

The board has received Paul's detailed proposal.

Suggestion

  • do a circular in the next 7 days.
    • Need to address key concerns first.

Conflict of Interest

Sarah self-declared a Conflict of Interest, as her husband does this as a day job.

Points mentioned during discussion

  • It's up to Sarah if she wants to stay in the room or not.
  • In that situation one would not vote, regardless of participation in the discussion.
  • Sarah has been participating constructively in a neutral way.
  • This is a second degree conflict of interest, as Sarah herself is not directly conflicted.
  • We need all the brilliant people we can get.
  • The board can decide to have Sarah participate in the discussion.

Vote: on allowing Sarah to participate in the Vector Tiles discussion

Motion to adopt the new Corporate Membership tiers.

Approved on 2023-07-29 with 6 votes in favour: Arnalie Vicario, Craig Allan, Guillaume Rischard, Mateusz Konieczny, Mikel Maron, Roland Olbricht.
1 did not participate: Sarah Hoffmann

Discussion

There are three big parts in that proposal:

  • The software that produces the vector tiles minutely with an arbitrary schema.
  • A new schema.
  • A new style to work with that schema.

Other points mentioned during discussion

  • would like technical support in understanding the proposal.
    • Guillaume will ask Grant Slater (Senior Reliability Engineer) to advise the board.
  • people who do the technical stuff can be very difficult to consult.

Concerns with proposal document

  • Lack of community communication.
  • No big picture.

Suggestions

  • Discuss this on GitLab, to not exclude people and keep track of comments.
  • Get Grant Slater (Operations Working Group) involved.

Comment by Adam Hoyle (guest, EWG/LCCWG) that the Engineering Working Group could consider helping with exec overview and community engagement.

Question by Adam Hoyle (guest, EWG/LCCWG) on whether the discussion on Vector Tiles can happen where other EWG members can be involved.

Action item: Guillaume to drive the process and involve OWG and EWG.

Monthly presentation - OSM community in the Democratic Republic of the Congo by Claire Halleux

Invited speakers: Claire Halleux (also on LCCWG) and Bienvenu Muluba.

Comments by board members

  • OSM DRC is a model first African local chapters and a wonderful example of how local chapters generally should be.
  • Liked that OSM DRC also focuses on data users, e.g. by providing extracts of DRC, something that can be done easily by local chapters everywhere.
  • Impressed by the mapping details in the cities.
  • Double licensing is a question that comes up often.

On challenges

  • It is important to celebrate wins and also voice challenges.
  • It's a big challenge to map DRC, as it is two thirds the size of Europe.
  • There are very few people who are working there and the conditions are terrible, especially in the east.
  • The LCCWG will start to discuss challenges, like the ones that OSM DRC faces.

Questions

Question by Sarah Hoffmann (board): financial problems were mentioned. First thing that comes to mind are private companies. Is OSM used a lot in the DRC? And is this something where you already have relations?

> Initially thought that by being registered we would get funding as donations, e.g. from international humanitarian organisations which have become big users of OpenStreetMap data, but this hasn't happened.
> Organisations pay for their staff to join the free trainings offered by OSM DRC, but they would give nothing back/donate.
> There are occasional contracts with organisations for doing something specifically for them.
> Tried to link up with startups, but many startups are new and small and not really ready to share money.
> Bigger companies often seem to not consider DRC as a marketable place yet.
> Maybe we haven't set up the right strategy because we are mostly like mappers technical people and we don't always have a marketing way of thinking.
> Recommendations and contacts are welcome.

Any other business

Vandalism

  • Appreciate the work of both the community and the DWG in fighting back vandalism.
  • People of all mother languages are still welcome.
  • Thanks to volunteers, OWG and DWG.

Guest comments or questions

None.

Next meetings

  • 2023-08-10 at 15:00 UTC - mid-month board chat (not open to observers)
  • 2023-08-24 at 15:00 UTC - public board meeting

Open board meetings take place online monthly: currently on the last Thursday of the month.

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. The dates of public board meetings are also added to https://osmcal.org/

Acronyms

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