Board/Minutes/2024-11

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Draft minutes.

This is the first public meeting of the new board after the October board election.

Date and time: Thursday 14 November at 12:00 UTC - Countdown.

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

Acronyms

Participants

  • Craig Allan (Chairing, after getting elected as the Chairperson)
  • Daniela Waltersdorfer
  • Guillaume Rischard (Chairing until the election of the Chairperson)
  • Héctor Ochoa Ortiz
  • Laura Mugeha
  • Maurizio Napolitano
  • Roland Olbricht

Officers and Board
Board members' biographies
Minutes by Dorothea Kazazi.

Guests

  • 12 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.

Voting for Chairperson

Suggestions

  • by Guillaume: Suggested appointing one of the new board members as Chairperson and requested feedback. At this time, only Maurizio and Héctor were present due to Laura's connection issues.
    • Both Maurizio and Héctor replied that they would first like to learn and to understand how to contribute to the board, before attempting to improve things.
  • by Dani: proposed Craig for the position, stating she would nominate herself if he declined.
    • Craig accepted the nomination.

Vote on approving Craig Allan as the Chairperson

Motion to approve Craig Allan as the Chairperson.

Approved on 2024-11-14 with 6 votes in favour: Craig Allan, Héctor Ochoa Ortiz, Daniela Waltersdorfer, Guillaume Rischard, Laura Mugeha, Roland Olbricht.

  • Maurizio Napolitano voted for Dani.

Craig chaired the rest of the meeting.


Selection of Treasurer

Decision: Treasurer - Roland Olbrich.

Self-nomination: Roland.

There was no vote, as Roland was the only candidate.


Selection of Secretary

Decision: Secretary - Dani Waltersdorfer.

Nominated by Craig: Dani.
Dani accepted the nomination.

There was no vote, as Dani was the only candidate.


Voting for non-officer roles

Finance Committee chair

Decision: Finance Committee chair - Craig Allan.

Self-nomination: Craig

There was no vote, as Craig was the only candidate.


Personnel Committee chair

Decision: Personnel Committee chair - Maurizio Napolitano.

Description provided:
OSMF has one employee, two long-term contractors, and several short-term contractors. A small committee, chaired by a board member, manages these contracts. HR experience for the Personnel Committee chair would be helpful.

Nominated by Héctor: Maurizio

Maurizio mentioned that he,

  • would prefer not to manage additional people, as he already has significant responsibilities as he is the head of his department and from his 24 years with his volleyball team.
  • is willing to take on the role if no one else is interested.
  • sees it as an opportunity to interact with people he appreciates and to help the OSMF.

There was no vote, as Maurizio was the only candidate.


Trademark licence subcommittee representative

Decision: Trademark licence subcommittee representative - Maurizio Napolitano.

Self-nomination: Maurizio

  • There was limited work in that subcommittee.
  • Maurizio has extensive experience working with administration and licensing.

There was no vote, as Maurizio was the only candidate.


Advisory Board liaison

Decision: Advisory Board liaison - Craig Allan, with help from Héctor Ochoa Ortiz and Maurizio Napolitano.

The Advisory Board is a committee of OSMF Corporate Members from Bronze tier and above and Local Chapter representatives. There are about four meetings per year, run by Mikel Maron, who is the Advisory Board coordinator.

Self-nomination: Craig

Craig proposed that a second board member should join and it could be an opportunity for new board members to make contacts.

  • Héctor is researching how companies contribute to OSM for his PhD, and was wondering whether this would be a conflict. Some board members indicated that he should join the Advisory Board.
  • Maurizio mentioned that he's interested in open source initiatives and offered to help, if needed.

It was mentioned that any board member who wishes to sit on the Advisory Board is welcome to do so.

There was no vote.


Open Source Initiative representative

Decision: Open Source Initiative representative - Laura Mugeha.

Self-nomination: Laura

There was no vote, as Laura was the only candidate.


Deputy Secretary

Decision: Deputy Secretary - Héctor Ochoa Ortiz.

On the role of Deputy Secretary

  • someone who can collaborate with the Secretary to learn the role and potentially take on the position next year.
  • helps with writing reports and summaries in the absence of the Secretary (e.g., during travel).
  • there is a lot of collaboration with the Secretary in the background.

On the role of the Secretary

  • Responsible for the board meetings and all formal meetings of the organisation.
  • Responding to emails sent to the board from external sources.
  • Organising the annual face-to-face board meeting.

Self-nomination: Héctor
There was no vote, as Héctor was the only candidate.


About Working Group liaisons

  • The board aims to have a representative in each Working Group, responsible for facilitating communications between the board and the working group.
  • The role is diplomatic - liaisons do not have a vote in Working Group decisions.
  • Liaisons cannot chair Working Groups.

Suggestions

  • Reevaluate the rule prohibiting board liaisons from participating in Working Groups. We could get feedback from the Working Groups on the usefulness of this rule.
  • Clarification: This is not a motion to do a review before appointing board liaisons.
  • Encourage all board members to participate in Working Groups.
  • Liaisons should clarify when communicating with Working Groups whether they are representing the board or expressing personal views.

Decision seemed to be: The board to reevaluate the communications with the Working Groups in January.

Other points mentioned

  • The current system is more bureaucratic than the previous more informal approach.
  • There were some incidents with the DWG, EWG, LWG and MWG where the board's emails were misunderstood by the Working Groups.
  • The liaisons ensure that the intended meaning of messages exchanged between the board and Working Groups is clear.

The liaisons below were appointed on 14 November 2024.

Working Group Main liaison from the board Back-up liaison from the board
CWG - Communication Working Group Dani Waltersdorfer Maurizio Napolitano
DWG - Data Working Group Craig Allan
EWG - Engineering Working Group Roland Olbricht (also EWG member) Héctor Ochoa Ortiz
LWG - Licensing Working Group Guillaume Rischard (attending LWG meetings) Maurizio Napolitano
LCCWG - Local Chapters and Communities Working Group Laura Mugeha Maurizio Napolitano
MWG - Membership Working Group Roland Olbricht
OWG - Operations Working Group Guillaume Rischard (attending OWG meetings)
SotM-WG - State of the Map organising committee Laura Mugeha and Dani Waltersdorfer

The table above is also on this OSMF page.

Minutes from the discussions below.


Communication Working Group liaison

Decision: CWG liaison: Dani Waltersdorfer. Back-up: Haurizio Napolitano.

There was no vote.


Data Working Group liaison

Decision: DWG liaison - Craig Allan.

Suggestion

  • By Craig for either Guillaume or Roland to be appointed, as DWG prefers experienced people.
    • Roland mentioned that, while he's a DWG member and he has a lot of respect for the working group, being a liaison would entail a lot of communication and he is busy with Treasurer tasks.

Self-nomination: Craig.
There was no vote, as Craig was the only candidate.


Engineering Working Group liaison

Decision: EWG liaison - Roland Olbricht. Back-up: Héctor Ochoa Ortiz.

Suggestion

  • By Craig for Roland to be the liaison, as he is an EWG member.
  • By Roland to have a second liaison.

Self-nomination: Héctor, as the second board member.
There was no vote.


Licensing Working Group liaison

Decision: LWG liaison - Guillaume Rischard. Back-up: Maurizio Napolitano.

Suggestion

  • By Craig for Guillaume to continue being the LWG liaison. Accepted by Guillaume.

Self-nomination: Maurizio, as the second board member.
There was no vote.


Local Chapters and Communities Working Group liaison

Decision: LCCWG liaison - Laura Mugeha. Back-up: Maurizio Napolitano.

Suggestion

  • By Craig for Laura to be the liaison. Accepted by Laura.

Self-nomination: Maurizio, as the second board member.
There was no vote.

Other points mentioned

  • Maurizio was keen to get involved, as he's interested in increasing communication with the Local Chapters.
  • Dani was going to nominate herself but was happy for new board members to join.

Membership Working Group liaison

Decision: MWG liaison - Roland Olbricht.

Self-nomination: Roland
There was no vote.

Other points mentioned

  • Roland is in contact with the MWG due to his Treasurer role and happy to be the liaison.
  • The MWG had a meeting with interested people, including Roland, and the membership registry is in order.
  • Plan to get a test CiviCRM instance running.

Operations Working Group liaison

Decision: OWG liaison - Guillaume Rischard.

Self-nomination: Guillaume
There was no vote.

Other points mentioned

  • Dani was Grant's manager. As this might be a conflict of interest, she prefers not being the OWG liaison.
  • Being the liaison requires some understanding of what OWG is doing.

State of the Map organising committee] liaison

Decision: SotM-WG liaisons - Laura Mugeha and Dani Waltersdorfer.

Self-nominations: Dani and Laura.
There was no vote.


Administrative


Approval of previous minutes


Circular Resolutions

2024/Res40 Approve active contributor membership application #2024082810000307

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

Approved on 2024-09-28 with 4 votes in favour: Arnalie Vicario, Sarah Hoffmann, Roland Olbricht, Mateusz Konieczny (Thanks for continued translating activity within last year!)
3 did not vote: Daniela Waltersdorfer, Guillaume Rischard, Craig Allan.

Application initially processed by the Membership Working Group.

2024/Res41 OSMF Travel Request for Dani to go to SotM LATAM

The Board has discussed its plans to engage more with regional SOTMs whenever possible, especially when economically/financially feasible.

I, Daniela (Dani) Waltersdorfer, am volunteering myself to attend and present, and represent the OSMF at SOTM LATAM which will be hosted in Belem, Brazil. Travel options to Belem are a bit complicated due to the many layovers, but it is an effort and opportunity we, the OSMF, believe to be grand for it will allow us to engage with the Latin American OSM Community. I want to note that by volunteering this also means that I am taking at least 1.5 days off from work. I am okay with this when considering the benefits of engaging with our community.

Costs broken down by different airfare options and hotels are below. Please note that I am including the Economy fares and not "basic economy" so that I can bring my carry-on luggage and our OSMF Banner box.

Approved on 2024-10-04 with 4 votes in favour:
- Sarah Hoffmann
- Roland Olbricht
- Arnalie Vicario (As mentioned in email and meeting, it is beneficial for OSMF board and the community to have OSMF presence in regional conferences. We participated in regional SotMs last year 2023 - in-person in Europe (this year also), remotely in Ocenia and Africa, and in-peron in Asia. OSMF rarely participates in non-English native regions. This is the first SotM in the LatAm region and it will be very great to show support to the growing community there! Thanks Dani for your commitment to representation!)
- Craig Allan (Yes, I do believe that sending our Latin American member to represent us at SotM LatAM is a very good move. I do believe that Latin America is a very active OSM region and we, as a Board, have not raised much profile in the region. Thank you Dani for freely giving up your time for the OSM movement. - I would support buying all meals for her, not just breakfast, we need to be economical, not cheap.)
1 against
- Guillaume Rischard (The cost is too high to justify the benefits. We have not seen an increase in memberships at past SotMs. The proposal doesn't include an impact assessment, a detail of the proposed talk, and a budget assessment.)
2 did not vote
- Daniela Waltersdorfer
- Mateusz Konieczny

Circular by Dani Waltersdorfer.

2024/Res42 Approve OSM assistance to receive funds from ESRI for OSGeo Oceania (sponsorship distribution for FOSS4G x SotM Oceania 2024)

Approve OSM Assistance to receive funds from ESRI for OSGeo Oceania (sponsorship distribution for FOSS4G x SotM Oceania 2024)

OSGeo Oceania is an OSMF Local Chapter and is requesting for assistance to receive funds from ESRI who is sponsoring FOSS4G x SotM Oceania 2024 happening 5-8 November in Tasmania.

Details:

  • Esri's sponsorship will be approximately $10,000 AUD, which includes Gold sponsorship as well as a hiring fee for a TV screen.
  • Filled out agreement and sponsorship prospectus are attached.

They have a Wise account, which can receive either USD or EUR easily, and can provide either the account details or an invoice.

This is time-sensitive as the conference is in 4 weeks so please cast in your votes ASAP.

Unanimously approved on 2024-10-13 with 7 votes in favour: Sarah Hoffmann, Roland Olbricht, Arnalie Vicario, Mateusz Konieczny Daniela Waltersdorfer, Guillaume Rischard, Craig Allan.

Circular by Arnalie Vicario.

2024/Res43 Approve active contributor membership application #2024052810000438

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

Did not pass on 2024-10-13 with 3 votes in favour: Sarah Hoffmann, Roland Olbricht, Arnalie Vicario (Thank you for hosting monthly OSM meetups in your area! Just a recommendation, you can post in your OSM Diary regarding these events to immortalize them)
4 did not vote: Mateusz Konieczny Daniela Waltersdorfer, Guillaume Rischard, Craig Allan.

Application initially processed by the Membership Working Group.

Any other business

On circular 2024/Res43 active contributor membership application #2024052810000438

Suggested by Dorothea.

Background: The application #2024052810000438 which was voted by the previous board, had 3 votes in favour, but it failed because not enough board members voted. It needed at least one more vote in favour to get approved. According to the board rules of order, "Any circular not passing may be raised as an agenda item at a board meeting for discussion and vote." (Rule 7.6 of board rules of order).

Motion
Motion to move the active contributor membership application ##2024052810000438 back to circular status and the new board to vote on it.

Approved.

Motion by Guillaume Rischard

Dates of future board meetings

Suggestion: Set the board meeting dates for the year.

Other points mentioned during discussion

  • Last year, we scheduled all board meeting dates in advance for the entire year.
  • If board members have personal conflicts with a scheduled meeting, the meeting will be held as planned, and they will be excused for that particular meeting.

Including Rapid editor in the osm.org editor list

Suggested by Craig Allan.

  • The OWG has asked the board whether to add the Rapid editor to the osm.org editor list.
  • The board responded that we have certain conditions, and referred the decision back to the OWG, as it falls within their remit and is not a matter for the board to decide.

Question by Imagico (guest) on whether the GDPR questions regarding Rapid have been sorted out.

> There is still a substantial list of questions about Rapid.
> The board will wait for a recommendation of the OWG before anything else.
> The board might also add extra conditions.


CiviCRM issues during the 2024 board election

Suggested by Craig Allan.

  • There were some errors in the certification of our voters before the Annual General Meeting (AGM) in October, a topic which was discussed at the end of the AGM.
  • The board and the Membership Working Group are aware of the problem and the MWG is examining the problem and finding solutions.
  • The Chairperson has looked at some minutes of the five-person MWG team and they seem to be on top of the problem.
  • The issues of the members who did not receive ballots were identified.
  • There was an active contributor member who renewed their membership during the 90-day period before the AGM (new members joining during that period are not eligible to vote, due to our Articles of Association). CiviCRM because of a bug, instead of continuing the membership indicated this to be a new membership, so that person did not get a ballot. More investigation is needed in this case.
  • Michael Spreng (MWG volunteer) made remarks about the points which were raised during the AGM discussion.

It was mentioned that the Foundation works in a very decentralised manner, so this issue is the responsibility of the MWG and that the board will offer support, such as a policy or resolution, if needed. At the end of the process the board would like a report that could be shared with the membership.

Suggestions

  • OSMF should look at simplifying the complex membership structure, as there are multiple ways of becoming a member and many conditions.
  • The MWG should look at making the automatic payments easier, as this is where we lose people and the board to provide support.
    • Many payment providers don't offer automatic payments.

Guest comments or questions

Feedback on sound levels of new board members

Comment by imagico (guest): "Some communication feedback for new board members: Most are good to understand, Maurizio is very variable in volume and at times hard to understand, maybe a matter of keeping constant distance and orientation towards the microphone. Hector has some clangor, maybe too close to mic or too high volume."


On CiviCRM issues during the 2024 board election

Comment by rtnf (guest) to the new Membership Working Group liaison. "During the last election, there was a significant dispute regarding the OSMF active membership list. Perhaps the OSMF can urge the MWG to prioritize resolving this issue and share updates on the progress of the project with the community. Alternatively, we could launch a volunteer campaign, allowing the OSM community to get involved and help address this issue together. (The LCCWG recently organized a similar volunteer campaign, which was well-received by the community.) Thank you."

On CiviCRM issues during the election

  • All the paid-up members had been able to vote.
  • There was a single member who complained and had a membership glitch, which was probably related to them changing their membership type twice within a short period.
  • There were a couple of edge cases, e.g. where people paid EUR 15 instead of GBP 15.

Other points mentioned during discussion

  • There is ongoing work to double-check what was the state of active contributors.
  • Be careful to tell to the MWG to prioritise, as they are already doing it.
  • The last time the board tried to control the MWG, we almost lost the MWG.
    • Note that the board of the Working Groups are peers and there's no subordinate relationship.
  • The MWG's is chronically low on volunteers and its work is tedious and does not get seen.

Suggestions


On model for Working Groups

Comment by rtnf (guest) that this is quite a good model for other working groups to follow, especially those currently low on volunteers.


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.

Mid-month board chat: 21 November 2024 at 12:00 UTC

Next mid-month board chat (not open to observers): Pending.

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

Open board meeting: Pending

Open board meetings take place online monthly. The date and time of the recurring meetings will be set by the new board.

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/.


Meeting adjourned 1 hour and 3 minutes after start.