Board/Minutes/2023-12

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First meeting of the new OpenStreetMap Foundation board after the 17th Annual General Meeting.

Date and time: Thursday, 21 December 2023, at 13:30 UTC

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.

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

Acronyms

Participants

Board members

["talk" time*] Name

  • [01'] Arnalie Vicario
  • [09'] Craig Allan
  • [03'] Daniela Waltersdorfer
  • [31'] Guillaume Rischard
  • [02'] Mateusz Konieczny
  • [10'] Roland Olbricht
  • [07'] Sarah Hoffmann

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

Board Member Bios
Minutes by Dorothea Kazazi.

Not Present

Guests

  • 8 guests

Open to all OSM Foundation members. (Become a member of the Foundation, even for free if you are an active OSM contributor).

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.

Selection of officers

Points mentioned during discussion:

  • Guillaume and Roland had a chat prior to the meeting and they are willing to remain at the same officer roles, so a Secretary is needed.
  • The Secretary role involves filling official paperwork with Companies House and officially inviting members to the Annual General Meeting.

Selection of Chairperson

Self-nominee: Guillaume Rischard.

Vote on approving Guillaume Rischard as the Chairperson

Motion to approve Guillaume Rischard as the Chairperson.

Unanimously approved on 2023-12-25 with 7 votes in favour: Arnalie Vicario, Craig Allan, Daniela Waltersdorfer, Guillaume Rischard, Mateusz Konieczny, Roland Olbricht, Sarah Hoffmann.

Selection of Treasurer

Self-nominee: Roland Olbricht.

Vote on approving Roland Olbricht as the Treasurer

Motion to approve Roland Olbricht as the Treasurer.

Unanimously approved on 2023-12-25 with 7 votes in favour: Arnalie Vicario, Craig Allan, Daniela Waltersdorfer, Guillaume Rischard, Mateusz Konieczny, Roland Olbricht, Sarah Hoffmann.

Selection of Secretary

Points mentioned during discussion:

  • Sarah Hoffmann suggested Mateusz Konieczny for the Secretary role, noting his extensive public communication through-out the year. In the event that he was not interested, she volunteered to assume the Secretary position.
  • Daniela Waltersdorfer expressed willingness to take on the Secretary position if more detailed guidance was provided.

Self-nominees: Craig Allan and Daniela Waltersdorfer.

Vote on approving Craig Allan as the Secretary

Motion to approve Craig Allan as the Secretary.

Approved on 2023-12-25 with 5 votes in favour: Arnalie Vicario, Guillaume Rischard, Mateusz Konieczny, Roland Olbricht, Sarah Hoffmann.
1 abstained: Craig Allan.
1 did not vote: Daniela Waltersdorfer.

Vote on approving Daniela Waltersdorfer as the Secretary

Motion to approve Daniela Waltersdorfer as the Secretary.

Did not pass on 2023-12-25 with 1 vote in favour: Craig Allan.
6 did not vote: Arnalie Vicario, Daniela Waltersdorfer, Guillaume Rischard, Mateusz Konieczny, Roland Olbricht, Sarah Hoffmann.


Non-officer roles

Points mentioned during discussion

Open Source Initiative:

  • Minimal activity.

Trademark licensing subcommittee:

  • Mateusz Konieczny offered to continue in the current position.

Finance Committee:

  • Suggestion for a more formal approach, involving proper meetings, minutes and reports to the board.
  • Appointing a chair who can maintain order and has a slightly detached perspective might be of benefit.

Personnel Committee:

  • Sarah Hoffmann is happy with continuing in the current role.

Advisory Board:

  • Mikel Maron is the Advisory Board coordinator.
  • Important to have board members also involved to demonstrate our commitment - gaining experience would also be essential in the event of a succession issue.
    • This can be done by the Secretary.

Deputy Secretary:

  • Mentioned in the OSMF Articles of Association. ($85 The Board may from time to time by resolution appoint an assistant or deputy Secretary, and any person so appointed may act in place of the Secretary if there be no Secretary or no Secretary capable of acting. )
  • The Deputy secretary could participate in the Advisory Board, tasked with some communication and work with Mikel Maron (Advisory Board coordinator) and maybe the Communication Working Group.
  • Daniela was mentioned as a potential Deputy Secretary.

As these are not formal roles, we can just appoint volunteers (without voting per role).

Vote on approving Daniela Waltersdorfer as the Deputy Secretary

Motion to approve Daniela Waltersdorfer as the Deputy Secretary.

Unanimously approved on 2023-12-25 with 7 votes in favour: Arnalie Vicario, Craig Allan, Daniela Waltersdorfer, Guillaume Rischard, Mateusz Konieczny, Roland Olbricht, Sarah Hoffmann.

Vote on other non-officer roles

Motion to accept the following nominees to the respective posts:
  • Personnel committee chairperson: Sarah Hoffmann
  • Finance committee chairperson: Craig Allan
  • Trademark licence subcommittee representative: Mateusz Konieczny
  • Open Source Initiative delegate: Sarah Hoffmann
  • Advisory Board liaisons: Craig Allan and Daniela Waltersdorfer (as Deputy Secretary) (with Mikel Maron - Advisory Board coordinator).

Unanimously approved on 2023-12-25 with 7 votes in favour: Arnalie Vicario, Craig Allan, Daniela Waltersdorfer, Guillaume Rischard, Mateusz Konieczny, Roland Olbricht, Sarah Hoffmann.


Holiday circular blackout

Motion to have a holiday circular blackout during the period 24 December until the 2 January.

  • Any circular put forward during that period, gets extended by that period.

On Mollie issue

The board still has to deal with the Mollie signature problem.

Background by board members on Mollie

  • Mollie is our payment processing system for donations from supporting.osm.org.
  • Their conditions of service have slightly changed and we need to agree for the transfer from their European Union entity to their United Kingdom entity.
  • Changes seem minor and not very significant.
  • Mollie set a deadline before year-end for our decision.
  • Without a decision, substantial costs may be incurred as Molly is holding funds from December 29.
    • Funds are being held, not rejected, avoiding immediate costs.

Suggestions

  • Discuss this and vote during the "Any other business" section of this meeting.
  • Creation of a circular by the Secretary.
  • Wait till January.

Amendment to initial motion

Amendment: Motion to exclude Mollie from the holiday circular blackout, to guarantee a resolution on it soon.
Unanimously approved.

Vote on having a holiday circular blackout

Motion to have a holiday circular blackout during the period 24 December 2023 until the 2 January 2024, excluding Mollie from the holiday circular blackout, to guarantee a resolution on it soon.

Unanimously approved on 2023-12-25 with 7 votes in favour: Arnalie Vicario, Craig Allan, Daniela Waltersdorfer, Guillaume Rischard, Mateusz Konieczny, Roland Olbricht, Sarah Hoffmann.


Administrative

This section has been moved to the end of the meeting, so that the election of officers takes place first.

Previous minutes

Circular Resolutions

2023/Res45 Data Working Group appeal - case #532

see https://gitlab.com/osmfoundation/board/-/issues/532 (accessible to board members only)

Agree vote: we agree with DWG and uphold block and reject appeal, with email "upholding DWG decision"

Disagree: do something else, further action to be discussed'

Approved on 2023-12-16 with 4 votes in favour: Craig Allan, Guillaume Rischard, Mateusz Konieczny, Sarah Hoffmann.
2 abstained: Arnalie Vicario, Roland Olbricht (Side remark: according to Board Rules of Order, this should have already have succeeded and closed with Sarah's vote).
1 did not vote: Mikel Maron

Circular by Mateusz Konieczny.

Any other business

Interim budget for 2024

  • We don't have a formal budget for 2024.
  • This means that we would have a shutdown on January 1 because we couldn't be spending any money because there's no process for it.

Motion to adopt an interim budget, with amounts similar to the 2023 budget, until we have a proper 2024 budget in place, hopefully as early as possible. Motion by Guillaume Rischard.

Document shared during the meeting: https://hackmd.io/XO1Pp50jQP2bMm8h5vHBsA?edit

  • The interim budget was discussed with the fundraising team yesterday.
  • The 2023 budget numbers are the closest available figures that we can assume to be sane.
  • Harrison Devine agrees that it's the sane thing to do.

Suggestion to vote on the interim budget with a circular instead during this meeting, as:

  • It is not ideal to vote during "any other business" topics, which are not on the announced agenda. This happened during the last board meeting, leading to subsequent disappointment among some board members who felt insufficient time was allocated for proper consideration of the voted issue.
  • The document containing the proposal was just presented to the board.
  • Daniela doesn't have the background or seen the budget.
  • We didn't have a budget at the beginning of the year in previous years.

Counterarguments

  • We have voted on "any other business" topics in the past. It is controversial, especially when something is not time sensitive, but this topic is time-sensitive.
  • The recently approved blackout period for circulars during the upcoming holidays does not include an exception for voting on the budget via a circular.
  • There are consequences of not having a budget on January 1 - it leads to a shutdown.
  • Board members insist that any expenditure has to get approved by the board, so with the circular blackout period there is no authority to spend.
    • No board member mentioned that.
    • There have never been rules explicitly stating that all expenditures require board approval.
      • Mention of the recent board discussion regarding a contract. (see further below)

Suggestions

  • Circular: Include the circular on the interim budget as an exception to the recently approved blackout period for circulars.
  • Circular: Create the circular after the meeting and ensure that all board members cast their votes by the following day.
  • Postpone: Approval of the budget and associated rules to take place during the January board meeting.
  • Update text of proposal: substitute "earliest possible" on line 15 with "January", and make the proposal available for public viewing one week before the January public board meeting.

Vote on updating the text of the proposal

Motion to replace "earliest possible" on line 15 with "January" on the proposal.
Unanimously approved with 7 votes in favour.

Vote on adopting interim budget resolution (did not pass)

Motion to adopt the interim budget resolution [as amended and written on https://hackmd.io/XO1Pp50jQP2bMm8h5vHBsA].

Did not pass on 2023-12-25 with 2 votes in favour: Craig Allan , Guillaume Rischard.
3 abstained: Arnalie Vicario, Roland Olbricht, Sarah Hoffmann.
2 did not vote: Daniela Waltersdorfer, Mateusz Konieczny.

On recent board discussion about contract

Background below provided by Roland, also an Engineering Working Group (EWG) member.

Past approach: Informal handling of working group expenditures by board members largely approving expenses in a less formal manner.

Incident and effects

  • December: it became clear to the board that Guillaume had signed a very large contract that had been initiated by the Engineering Working Group.
  • Concerns arose, prompting an extraordinary board meeting on the issue.
  • There was confusion on defining "large" and "not so large" contracts.
  • Suggested formal solution: Implement a budget and vote on every expenditure.
  • Lack of resolution on differing views regarding correct behavior.

Currently

  • Safety-driven approach: Board will not approve anything without a circular and board vote.
  • Acknowledgment of impracticality of this approach, especially in urgent situations.
  • Proposal to establish a framework distinguishing items for immediate approval without a circular and those requiring one.
  • Consensus on large contracts, like the one in question, needing circular approval rather than immediate sign-off.

Proposals

  • Implementing a limit on trivial expenditures, such as signing off everything below EUR 1,000.
  • Have an intermediary budget so that working group requests within the budget can be approved without a board circular resolution, with the trust that these funds will be utilised solely for purposes deemed to be in the best interest of the foundation.

Points mentioned during discussion

  • Guillaume has been working on establishing a framework.
  • Issues with this contract at the time
    • Contract involves a significant expenditure on personnel.
    • Not within the budget of a working group or expected/regular spending.
    • Board member approval was given without reading the contract.
  • On spending
    • Slight budget overruns are acceptable; last year the LWG spent more on trademarks.
    • Routine spending on data centers is acceptable.
      • We haven't approved spending on data centers for 2024.
    • Lack of a cutoff for spending size where we could apply common sense.
    • We should have signing authority for certain amounts but that is not yet ready.
    • Guillaume will not approve purchases post-January 1 (e.g., cable replacement) without board consent.
      • The Treasurer's approval is required.
  • The issue with Mollie could be just signed-off, as it is a change of address.
  • People have very different pain points.
  • Our Netherlands data center is increasing electric power prices.
  • Fiduciary duty for Directors to rectify the issue soon.

Roland opened a circular during the meeting with Guillaume's proposed text on an interim budget.

Decision seemed to be: The board members to vote on the circular before the blackout period on circulars starts.

Brief discussion on whether Daniela Waltersdorfer has the contact information of at least some of the board members. Guillaume Rischard offered to share her WhatsApp information on the board chat, with her permission.


Guest comments or questions

None.


Next meetings

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


Meeting adjourned 67 minutes after start.