Board/Minutes/2024-09

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This was the last public meeting of this board before the October board election.

Date and time: Thursday 26 September 2024, 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.

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

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

Acronyms

Participants

  • Arnalie Vicario
  • Craig Allan
  • Daniela Waltersdorfer
  • Guillaume Rischard (Chairing)
  • Mateusz Konieczny
  • Roland Olbricht
  • Sarah Hoffmann

Officers and board
Biographies

Guests

  • 14 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.

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Administrative

Approval of previous minutes

Circular Resolutions

Action item updates

Craig Allan

Write on role of main and second managers

Related to action item #127 Write something on the role of the main and second managers, the documentation, to be reviewed by a director of the HR company, and share it with the board.

Drafted some preliminary text.

Improve the new board members' on-boarding script

Related to action item #120 Improve the new board members' on-boarding script.

Working on an onboarding script. Revised the onboarding page on the board wiki and Dorothea works on it.

Executive Director

Related to action item #9 Executive director - Establish what we'd want an executive director to do/not do.

Paperwork done.

Mateusz Konieczny

Correspondence

Processing past emails.

Attribution

Worked on attribution issues - received a reply that the sender will fix the attribution and they linked to their pull request. Several other recipients have not responded.

Transition from old to new board

Working on the handover of tasks to the new board.

Secretary's report

The report below was written by Craig Allan and read during the meeting.

Things have been quiet this month, as we returned from the distraction of SotM 2024 in Nairobi which was a great success. I am certainly looking forward to SotM 2025 which will be in Manila in the Philippines. So, on to my re-cap of our back-room activities of the last month. We had a mid-month meeting on the 12th of September. It was mostly administrative issues we needed to sort out. Things like thanking the volunteers and paying the suppliers for the SotM 2024.
We also looked at our plans for transitioning to the new Board. The upcoming elections will contest four vacancies of seven positions so there may be a difficult transition with all the work thrust onto the three experienced members until the new members get up to speed. I usually like to give a report on our back room activities but it has been quiet so I have a short report this month. I’ll just raise three things, but in a bit more depth than usual.

#686 Distribution of ESRI sponsorship via OSMF to regional SotM

We have recently received a request by a Local Chapter to receive a donation from ESRI for their regional SotM. Our policy is that we will receive and retransmit donations on behalf of Local Chapters because becoming an accredited supplier to a large corporation is an admin nightmare of supplying all sorts of agreements and proof of this and that. As an example, accreditation for Microsoft required that I completed a short course and passed an examination on the requirements for being a Microsoft supplier.
The work of doing that is really not possible for a small operation like a typical local chapter, so we have taken it on at the Foundation level as a service for our Local Chapters.

#685 Open Boards Summit

We have received an invitation to participate in the Open Boards Summit. Well, not an invitation to attend but an invitation to apply to join the summit. The Summit is going to review applications and invite the ones they choose.
The OSM Foundation is a good example of an Open Board in that any mapper can become a member and then join the Board through an open election. This is very open as many other non-profit board members are hand-picked by the founders, by the existing board or by big donors. We meet openly, like this meeting right now, and we publish our minutes and accounts openly.
There are a lot of other open organisations, many of them in tech, running open source projects. It would be very interesting to meet other Open Boards and exchange our experiences.

#681 Pending corporate membership payment

I do like to give examples of some of the less pleasant work the Foundation does, just in case anyone thinks we’re having a party here. We’re working on sorting out a long outstanding payment from a donor that requires that we meet the tax requirements of two different countries. We need to submit proof that we are a UK registered company to our donor. This becomes a circular process as it takes more than a month to get the proof out of the UK tax people, and then the donor has a long payments process and the proof expires before the donor can submit it to their tax authority. So we have to get another letter from the UK tax people. I think we will get there, but just be aware that international tax legislation is a minefield. This sort of complication is one of the reasons why we act as a fiscal agent for Local Chapters, as mentioned earlier.

I’ll wind up there. This may be my last report about all the activities in the Foundations back rooms as my term as Board member and Secretary is ending in October – thank you all for listening to my reports.

Craig Allan
Secretary : OSMF
26 September 2024

Treasurer's report

2025 budget

Busy preparing the 2025 budget, following the process that Craig set up last month.

SotM 2024

Some SotM post-processing.

Corporate income

Tracking the Corporate income, which is unevenly distributed throughout the year (as corporate memberships have different start dates).

Question by Arnalie if now is a good time to open the budget discussion in Working Groups, as the LCCWG has a meeting next week.

> It is good to open the 2025 budget discussion now.
> Roland will try to update any information provided to suit Harrison's template.
> Budget process started early this year, to ensure processing without hurry.

Thanks expressed to Harrison Devine, who is an experienced non-profit accountant on the board of OSM US and who is working with the Finance committee.

Project Licence and Domain Grandfathering Applications: OpenFreeMap and OsmAPP

We have two domain grandfathering applications which were forwarded and approved by the LWG.

Suggestions

  • We should really encourage people to not use the trademark in their names, as it just adds to the confusion as people think that those apps are official or endorsed by the OSMF.
  • Ask apps that use the trademark to join the Software dispute resolution panel (SDRP), to keep people from doing things that the community would disagree with.

Guillaume was asked if he was against approving these applications.

> No.

Other points mentioned during discussion

  • These apps are open source, which is good.
  • This continues the existing practice of approving open source projects, and there is no problem in continuing this practice in these cases.

Vote on approving the OpenFreeMap and OsmAPP domain and project grandfathering applications and Craig to sign them

The board approves both OpenFreeMap and OsmAPP domain and project grandfathering applications. Craig Allan to sign them.

Unanimously approved on 2024-09-26 with 7 votes in favour: Arnalie Vicario, Craig Allan, Daniela Waltersdorfer, Guillaume Rischard, Mateusz Konieczny, Roland Olbricht, Sarah Hoffmann.

Motion by Sarah Hoffmann. Seconded by Craig Allan and Roland Olbricht.

Sovereign Tech Fund status report

  • We expect their answer on the 7th of October.
  • Mikel Maron (EWG), Adam Hoyle (EWG), Craig Allan (board) and Sarah Hoffmann (board) had a meeting, for preparation in case of approval.

Contacting Swiftly about missing attribution

Topic suggested by Mateusz Konieczny.

Mateusz was trying to reach out to Swiftly about attribution as a normal mapper, but they do not have a published email address. They have an online contact form.

Plan: Fill the form as an individual and if they do not respond within a week, contact them again as a board member, before Mateusz's board term ends.

Mateusz asked if there was any objection to his plan and there was none.
Guillaume knows some of their contacts and offered to help.
Mateusz was thanked for his excellent work and was also asked to continue with this outreach, even after his board term ends.

Take action against data consumers persistently plagiarising OSM data and not using OSMF tile servers

Topic suggested by Mateusz Konieczny.

There have been cases where attempts were made by Mateusz to contact companies with missing OSM attribution as a regular mapper, but they have not responded.

Suggestion: In cases of missing OSM attribution, send the template letter that the LWG has created (based on a Belgian letter, called by the Belgian community a "love letter") from an official @osmfoundation.org email address.

Mateusz to send some of these letters while he's still a board member.

OSMF support to regional/national SotM - Proposed wording on OSMF website

Topic suggested by Arnalie Vicario.

Arnalie asked if there were any additional board comments on the suggested changes (Google doc, link shared on the chat). Thanks were expressed to Sarah and Mikel for advice.

OSGeo Oceania's Sponsorship distribution request

  • OSGeo Oceania asked OSMF to be the intermediary for receiving funds from a single sponsor.
  • OSGeo Oceania would have to apply for a Sponsorship distribution agreement for local SotM.
  • Arnalie is happy to reply to OSGeo Oceania, or another board member can pick this up, as her term ends.

Vote on approving the changes Arnalie proposed for OSMF support to regional SotMs

The board approves the changes that Arnalie Vicario proposed (Google doc link), for OSMF support to regional SotMs.

Unanimously approved on 2024-09-26 with 7 votes in favour: Arnalie Vicario, Craig Allan, Daniela Waltersdorfer, Guillaume Rischard, Mateusz Konieczny, Roland Olbricht, Sarah Hoffmann.

Motion by Sarah Hoffmann. Seconded by Craig Allan, Dani Waltersdorfer and Mateusz Konieczny.

Plan for transition between the outgoing and incoming board

Not discussed.

Any other business

Participate in the Open Boards Summit, organized by the Open Knowledge Foundation (OKFN)

The Open Boards Summit will take place on 25th of October. People need to apply in order to participate. The Summit is partially organised by Allen Gunn (Gunner), who had facilitated previous annual face-to-face or screen-to-screen OSM Foundation board meetings.

Board members' expression of interest

On potential benefits

  • Preparing the application is a useful exercise to be introspective and on how we operate in relation to other organisations.

On potential downsides

  • It requires some time to prepare and participate.
  • The time might not be favourable for some time zones.
  • No major downsides.

On selection of representative

  • The new board could select someone to represent.
  • There is enthusiasm by several board members.

Suggestions

  • Ask advice from Gunner on what would be needed to participate.

Other points mentioned during discussion

  • Most board members have a limited time for dealing with OSMF related tasks. So if someone is enthusiastic about spending effort on the Open Boards Summit, then they would like to spend more time on this than they would spend on something of lesser interest.
  • There is a ticket about the topic on the board GitLab repository.

Revisit the FPOSM trademark licence agreement

  • The agreement was signed in 2023 and terminates in around 6 months, two years after it was signed.
  • FPOSM sent an email this week, expressing interest in renewing the agreement.
  • The LCCWG hasn't suggested a policy on how to treat non-local chapters or non-geographical entities. It's part of the mandate to improve local chapters affiliation or OSMF affiliation.
  • This case falls under a professional organisation with a regional aspect, like YouthMappers and HOT.
  • Arnalie will discuss it during the LCCWG meeting next week.

Suggestions

  • Discussion during the October mid-month board chat.
  • The next board to look at the issue.
  • Extend the agreement if nothing is in place in 6 months.

Other points mentioned during discussion

  • We should have a structure similar to local chapter for partners that are professional.

Board members whose terms are ending

Board members whose terms are ending were thanked for the time they spent on the board and the good-will invested on the project.

Board member's participation in SotM Latam 2024

Dani Waltersdorfer is interested in participating in SotM Latam 2024, which will take place in Brazil (December 2024). SotM Latam 2024 organisers are open to OSMF participating in a panel discussion or having a talk.

On supporting regional SotMs

Past examples mentioned

  • Arnalie Vicario participated remotely in FOSS4G-Oceania 2023 and SotM Asia 2023.
  • Craig Allan and Arnalie Vicario had a presentation during SotM Africa 2023.

Concern

  • Drain on finances.
    • Limiting factor will be the time of board members.

Benefits
It is beneficial to the community to be acquainted to the OSMF and it is also beneficial to the OSMF.

  • Debunking myths about OSMF, such about funding.
  • People do not know the difference between OSMF membership and having an OSM account.
  • Not be only present in certain geographies.

On limiting cover of travel costs to cases where the board members are presenting in the conferences

  • Suggestion to limit cover of travel costs to cases where the board members are presenting in the conferences.
    • Spreading the good word happens during coffee breaks.

Other suggestion

  • Nudge conference organisers to have a talk presenting the Foundation.
  • Have a boilerplate talk presenting the OSMF, to be adapted for the respective conference.
    • Board members could reuse Mateusz SotM presentations (SotM Baltics in Riga and SotM Europe in Lodz) and the funding talk by Dani and Craig.

Other points mentioned during discussion

  • The board has previously sent directors to regional SotMs when the organiser could cover the travel costs and the invited board member was speaking.

On this case

The topic was discussed:

  • During the informal board meeting in Nairobi.
  • During SotM 2024 board panel.

Other points mentioned during discussion

  • This is the first SotM Latam conference and shows how much the Spanish-speaking community has grown.
  • The organisers are happy to have someone from the board attending.
  • Supporting, if we have remaining funds in the travel budget.
  • Recognition of representation.
  • We should be mindful of the budget.
  • Part of the diversity and inclusion statement.
  • While Dani volunteered, if someone else wants to go it is an amazing opportunity

Next step: Dani to create a circular on Loomio.

Guest comments or questions

Caution when granting trademark licences

Comment by Simon Poole (former board member and Licensing Working Group (LWG) chairperson).

Simon advised caution when granting trademark licences.

The domain and project licence template was created by the LWG and intended for good faith use of the trademarks long before we had a trademark policy in place, for situations where:

  • we were grandfathering permission
  • where there was not really a commercial angle.

Such an example is OpenRailwayMap, which is not commercial and it was created a long time before the OSMF trademark policy was in place.

The domain and project licence wasn't designed to legalise new projects.

On the specific cases
Both OSMapp and OpenFreeMap are cases where they're on the border of going commercial at one point of time or vanishing. For example, OpenFreeMap openly talks about OpenFreeMap Pro.

If OSMF wants to grant trademark licenses to that kind of organisation that's fine, but the grandfathering process is probably not appropriate, based on experience. For example, if OSMF decides that one of the apps collides with something that we want to do, or they're asking money for their app, it will be difficult to take back the name. It is easier to say no upfront.

There's no guarantee that we will always be dealing with well-meaning individuals. That is the major problem and that's one reason why it was so urgent back then to put this kind of agreement in place. A voice of caution that if you create enough potential situations when this might go wrong, at one point in time one will go wrong.

Comments by board members

  • Comments are appreciated.
  • Simon is right that these cases are different from OpenRailwayMap.
  • There is a termination clause in the agreement.
  • Getting the name back would hopefully not be as difficult as it seems.
  • If they're going commercial and they had the good faith of engaging with us, we could ask them to become Corporate Members.

Simon was asked what he would do if he was on the board.

> Be more critical of these applications. For example, Ilya Zverev (present during this meeting), did not name his editor OSMdoor but EveryDoor. There are many good examples where people showed creativity in naming.
> There is no need to play with OSM intellectual property.
> What the LWG envisioned back then was that there would be no new use of the trademarks in projects, and that position has softened over the years to a point where it nearly doesn't exist anymore.

Simon was thanked for the word of caution.

Comments by board members

  • We assume good faith.
  • OSMF is evolving.
  • Community comments and discussions are welcome and appreciated.
  • Useful perspective.

Thanks to board members whose terms are ending

Comment by imagico (guest) thanking all (3 or 4) departing board members for their work.

Thanks were also expressed by other board members and guests.

Next meetings

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.

Open board meeting: Pending

The October board meeting will take place after the 19 October board election, so the date and time will be set by the new board. Open board meetings take place online monthly.

Dates: See this Framagenda calendar (green dots), and the monthly board meetings page. The dates of public board meetings are also added to https://osmcal.org/.

Mid-month board chat: 10 October 2024

Next mid-month board chat (not open to observers): 10 October at 13:30 UTC.

Dates: See this Framagenda calendar (yellow dots), and the monthly board meetings page.

Meeting adjourned 63 minutes after start.

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