Board/Minutes/2025-02

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Draft minutes.

Date and time: Thursday 27 February 2025 at 13:30 UTC.
Time in your time-zone - Countdown.

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

  • Craig Allan (Chairing)
  • Dani Waltersdorfer (disconnected 29' after start and re-joined ~47' after start)
  • Guillaume Rischard (joined 5' after start)
  • Héctor Ochoa Ortiz
  • Maurizio Napolitano
  • Laura Mugeha
  • Roland Olbricht (joined 2' after start)

Officers and Board Historic
Board member biographies Historic
Minutes by Dorothea Kazazi.

Absent

Guests

  • 5 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

2025/Res06 Resolution to prioritise Brussels, Belgium in the move of OSMF to the European Union

Following concerns about poor legal protections of the OSM database in the UK following the UK exit from the EU the OSMFoundation has been considering moving to the European Union where database protections are far stronger.

After a review of many EU countries the two best options were Belgium and Luxembourg. Investigations proceeded in parallel on those two. To economise on the costly legal fees associated with duplicating the advanced preparation and to concentrate our efforts on one task we now propose to focus on relocating to Brussels in Belgium. The Luxembourg process will be paused at its current state and held in reserve. Work on Luxembourg will be resumed if the Belgian option hits serious problems.

The previous Board agreed informally to focus on Brussels, Belgium at the SotM 2024 meeting. That decision is not binding on this Board. This Board is asked to formally make a decision to concentrate our resources and efforts on Belgium.

The vote 'Agree' is to support concentrating our efforts on Belgium and pausing the work on Luxembourg. To vote 'Disagree' is to say that you think we should change the proposal. To 'Abstain' is to say you have no opinion on the matter.

You may optionally provide a reason for your vote. Note that your reasons will be published with the Board minutes.

Approved on 2025-02-21 with 6 votes in favour:
- Craig Allan
- Daniela Waltersdorfer
- Roland Olbricht (There is a chance that the Brussels option is ready for voting on this AGM. There is no such chance for the Luxembourg option based on the known state.)
- Laura Mugeha (I support focusing our relocation efforts on Belgium; Brussels seems to offer strategic advantages including comprehensive legal support services. However, it would be good to run thorough due diligence, particularly regarding long-term operational costs & regulatory requirements, to ensure this choice remains sustainable for OSMF's future.)
- Héctor Ochoa Ortiz (I agree that we should focus on advancing one option further. Belgium seems a promising option, and work on investigating the moving procedures is well underway. I believe that the option also resonates well with our member's views, and we will also benefit from being located in close proximity to other international organizations' headquarters.)
- Maurizio Napolitano (I support relocating OSMF to the EU, in line with my election statement. Prioritizing Belgium makes sense for its proximity to EU institutions, but we should assess operational and financial implications before finalizing the legal headquarters Luxembourg remains an interesting option, offering stability, strong legal protections, and a favorable financial ecosystem for NGOs. While I vote for Belgium, I advocate for a thorough evaluation of the best long-term option for OSMF.)
1 against:
- Guillaume Rischard (One week extension requested for discussion. Opposition to this even being a circular, which according to the board rules of order are for routine matters. Strongly oppose the plan itself, and deciding something like this without input from LWG. The Luxembourg plan costs significantly less, and has less uncertainties.)

Circular by Craig Allan.

2025/Res07 Approve active contributor membership application #2025020910000094

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

Approved on 2025-02-22 with 6 votes in favour: Guillaume Rischard, Roland Olbricht, Craig Allan, Héctor Ochoa Ortiz, Maurizio Napolitano, Laura Mugeha.
1 did not vote: Daniela Waltersdorfer.

Application initially processed by the Membership Working Group.

2025/Res08 Resolution in support of core infrastructure investment project coordinator

The OSM Foundation has received support from the Sovereign Tech Fund of Germany. The STF has made a considerable investment in the upgrading of our core IT infrastructure.

Our plan has been to appoint a coordinator to manage a team of developers who will perform the work. Following a public advertisement and selection process a suitable candidate has been found.

Details of the person and payment structure will be discussed in a closed session of the Board.

In the short term we would like to get the contract moving as soon as possible so have chosen to use a Loomio vote by circular to give the Personnel Committee historic authority to appoint the candidate and to commence spending of the investment.

The same resolution will be put to the Board at the public meeting, mainly to let the members know that we are moving on this project.

Resolution:

This Board notes and supports the decision of the Personnel Committee to appoint a coordinator for the 2025/6 period of the Infrastructure improvement project. The coordinator will to be paid by the OSM Foundation at the hourly rate agreed between the coordinator and the Personnel Committee and for no longer than the maximum hours as set by the committee. The Board notes that there are sufficient funds available following the project investment by the STF into upgrading our core infrastructure. The coordinator will be managed by Héctor with technical support by Sarah.

Vote Agree to support the resolution above.

If you have any concerns please contact Craig, Sarah or Héctor on any private channel for further information.

Approved on 2025-02-27 with 6 votes in favour:
- Daniela Waltersdorfer
- Héctor Ochoa Ortiz
- Maurizio Napolitano
- Laura Mugeha
- Craig Allan (I support this great investment in our IT infrastucture.)
- Roland Olbricht (The binding decision shall indeed be made in the board meeting. But we absolutely do not want to ridicule [contractor] in the board meeting by an inconclusive process. I strongly encourage to make the formal decision in the board meeting, knowing that all back it up.)
1 against:
- Guillaume Rischard (An important matter like this should be discussed in a board meeting first; circulars are for routine matters. Management should be done by elected board members.)

Circular by Craig Allan.

Note: All board members have voted. The circular officially closes a few hours after this board meeting.

Related links:

Action item updates

Public board action items - About
Filter by assignee Craig Dani Guillaume Héctor Laura Maurizio Roland Not assigned
Filter by label Example: any label # labels here (non-clickable)

Discussion on action items

Currently, handling the action items doesn't work as it should.

Suggestions:

  • Discuss whether we can make the action items work as a project management tool or whether we should abandon them.
  • The topic could be discussed during the closed board chat or during the face-to-face board meeting.

Other points mentioned during discussion

  • The tool is not problematic, as it has worked in the past.

Discussion on circular 2025/Res08 "Resolution in support of core infrastructure investment project coordinator"

Related to circular 2025/Res08

Aim: Appoint a coordinator to manage volunteers and potentially some paid developers who will perform the work.

  • Coordinator position: There was a public announcement, which was an improvement, as previously many developers were selected based on personal knowledge of their skills.
  • Selection process:: Some of the board members took part in the interviews.
  • Selected person:: The individual and the payment structure will be discussed in a closed session at the end of this meeting.

About the objection

On transparency: The decision must be made in public, due to the scale of the contract.

Proposed Resolution

(1) This Board notes and supports the decision of the Personnel Committee to appoint a coordinator for the 2025/6 period of the Infrastructure improvement project.

(2) The coordinator will be paid by the OSM Foundation at the hourly rate agreed between the coordinator and the Personnel Committee and for no longer than the maximum hours as set by the committee.
(3) The Board notes that there are sufficient funds available following the project investment by the SDF into upgrading our core infrastructure.
(4) The coordinator will be managed by Héctor* with technical support by Sarah*.

* Note by Dorothea: Héctor Ochoa Ortiz (Board) and Sarah Hoffmann (Personnel Committee)

On the manager(s) of the coordinator

Suggestions

  • Remove point 4, which includes the managers' names. Rationale: people move on and a new board resolution will be needed.
  • Change point 4 to "The coordinator will be managed by people from the Personnel Committee".

About the Personnel Committee:

  • Appointing a board member to be the manager might be preferable, for accountability reasons, since members of the Personnel Committee are not elected. It should be straightforward to replace the manager, if they don't do a good job.
    • Comment regarding accountability: The board has the final say.
  • In theory, the board could decide to dissolve the personnel committee and replace it with another structure at some point.

Question on preemptively deciding on a spending to be quantified financially later

Question by imagico (guest) via text on whether the board is preemptively deciding on a spending to be quantified financially later.

  • The Sovereign Tech Agency can provide OSMF up to EUR 400,000 for two years. We receive the money as we spend it, so there is limited risk to the OSMF.
  • Risk: the hourly rate capping may not align with the market prices we have. However, that can be negotiated between the involved organisations and the development coordinator.

Clarification that the question was about procedure and precedent.

On procedure

  • There is no established procedure, as this is the first time we do this. The process of creating a circular and having discussions during board meetings may not be scalable if we need to employ many people in the future.
  • The board had a very narrow time window to make the decision, due to the political situation in Germany, where the Sovereign Tech Agency is located.
  • We spend the money we have and we could supplement it as well, if we find it worthwhile to do so.

On precedent

  • Set a proper contract - the circular was created to give board members sufficient time to review the contract.
  • Precedent is not really a thing, as a policy was created two boards ago and we are now reinventing the process. Everything is ad hoc, each board will do what they want, and this board cannot bind future boards.
  • This process may occur only once every few years, and we are not establishing any permanent rules. We need to maintain flexibility.

Vote on the decision of the Personnel Committee to appoint a coordinator of the Infrastructure improvement project

(1) This Board notes and supports the decision of the Personnel Committee to appoint a coordinator for the 2025/6 period of the Infrastructure improvement project.

(2) The coordinator will to be paid by the OSM Foundation at the hourly rate agreed between the coordinator and the Personnel Committee and for no longer than the maximum hours as set by the committee.
(3) The Board notes that there are sufficient funds available following the project investment by the SDF into upgrading our core infrastructure.

Unanimously approved on 2025-02-27 with 7 votes in favour: Craig Allan, Guillaume Rischard, Héctor Ochoa Ortiz, Daniela Waltersdorfer, Laura Mugeha, Maurizio Napolitano, Roland Olbricht.

Motion proposed by Craig Allan. Seconded by Guillaume Rischard.

On sharing information with the community

Question by Guillaume (Board) whether the deal with the STF will be made public to the OSM community.

  • The contract with the selected person will be shared with the board during the closed session.
  • Unsure if the contract with the STF should be made public. Agreement to discuss this later.

Comments

  • The Personnel Committee may proceed to sign the contract and spend the money.

Secretary's report

It has been a cold winter in the Northern Hemisphere, but as I'm writing this I am enjoying a somewhat warm week. I need to at some point enjoy this perfect weather and go for a walk before the sunsets. I hope all of you out there are taking chances to enjoy your towns and cities when the weather allows. Now on to Board stuff!

2025 Face-to-Face board meeting

The Board has agreed to hold our Face to Face (F2F) meeting the weekend of May 31st and June 1st in Milan, Italy. As mentioned in the previous Secretary Report, F2F meetings are crucial for 1.) building morale, which allows us to work better and more efficiently together; 2.) set our OSMF Priorities in order. We're very excited to meet (for some of us) for the first time in-person, and reconnect!

2025 Annual General Meeting

We have identified a potential September date for our Annual General Meeting. Traditionally it was held late in the year, but for several very good reasons it has been moved to the beginning of the 4th quarter. We're finalizing the timeframe to prepare everything for the AGM, including new Board Candidates key dates. We will share all the details are we finalize them!

OSM Core Software Development Facilitator

We now have a preferred candidate for the OSM Core Software Development Facilitator role, which is funded by the Sovereign Tech Fund. We will approve (hopefully) their hire at today's public meeting, and you will learn more about them in the following days. This new position is very important for the Foundation, to take a leading role in shaping the future of our core software. We wish the new hire all the best in their role!

Status of the transfers of the Meta and ESRI sponsorships to OSGeo Oceania and other approved regional SotMs, via OSMF

We are aware of the delay it has taken to pay some of SoTMs through our appreciated and great Meta funding. To all community members out there who were affected, we apologize. There were a few logistical factors that delayed the process. Thank you all for your patience and understanding. And thank you as well to those who repeatedly pinged us to check-in. We (the Board Members) are here for you, the community. So, truly, thank you.

2024 corporate member updates

We'd like to encourage you to read the new OSMF Blog Post on our eight new corporate members! Thank you to these eight corporations who chose to contribute to the OSMF-- We're so grateful!

Treasurer's report

Sovereign Tech Fund: Coordinator position

Roland helped with the contracting process and noted that there is substantial financial work still to come.

Status of the transfers of the Meta and ESRI sponsorships to OSGeo Oceania and other approved regional SotMs, via OSMF

  • Thanks were expressed to Craig for supporting the processing.
  • There is ongoing work with our accountant regarding banks and currencies, which will be sorted in a few days and doesn't affect all of the sponsorships.

2024 Proton fundraising

Thanks were expressed to Proton for their EUR 50,000 donation.

Corporate Members

  • There was a blog post published about new Corporate Members.
  • Suggestion to present new Corporate Members every month during the Treasurer's report.

Tracking spending

Question by Guillaume (Board) on how we are doing on tracking spending.

  • Nothing to report currently.
  • We have close to real-time tracking.

Delays: There are two reasons for the delays, one of which is beyond our control - Xero (our bookkeeping platform) is manually synchronized with the bank accounts. This task is done by our accountant, so it is better to not interfere.

Aims:
- Match the Xero entries to the actual budget. This requires manual work and builds on the work by Guillaume and others in the past.
- Create an automatically-generateds report, which will allow people to track where the spending goes to.

About access to Xero:

  • Harrison Devine (Fundraising advisorhistoric) has access to Xero and has signed a non-disclosure agreement, but he doesn't have a formal role.
  • Granting access to Xero:
    • Is not easy.
    • Is costing money.
    • It provides access to confidential information.

Other points mentioned during discussion

  • Budget tracking in Xero is a pain.
  • The tracking spreadsheet work with Harrison got lost.

Dani disconnected 29 minutes after start and mentioned that she would rejoin in 18 minutes.

Suggestions

  • Start weekly meetings of the Finance Committee.
  • Have a formal role (e.g deputy of Finance Committee) who has access to Xero. Harrison could get access to Xero that way.
  • At some point we should move from Harrison to someone else, to mitigate the bus factor.

Decision: The Finance Committee to define the process and come back to the board.

Moving the OSMF out of the UK and into the EU

During the term of the previous board, two countries were proposed for relocation: Belgium and Luxembourg, and some work was done on both options.

Dani reconnected ~ 47 minutes after start.

On Belgium

  • Proposal: Registering a new company in Belgium prior to the relocation, transferring the assets and the contractual obligations, which are not currently being fully tracked.
  • Potential advantages:
    • Good for being in contact with the European Commission.
      • The EU does not care if one is located two-hours away or in Brussels.
    • Has a large and well-serviced non-profit sector.
  • Work:
    • Sarah Hoffmann (former board member, currently on the Personnel Committee) did a lot of work on the proposal to move there.
    • The work seems to have progressed more.

Belgium - Draft Articles of Association
Draft Articles of Association had been created by the Belgian lawyers and they were edited by Craig. The board members were encouraged to provide feedback, with the goal of having a draft ready to share with the membership within two weeks.

Link shared by the Chairperson (accessible to board members only): https://board.osmfoundation.org/wiki/Moving_OSMF_to_the_EU Draft Belgium Articles of Association

Comments:

  • The Articles of Association seem extremely long, at 9 pages, while the OSM Belgium Articles of Association are only 5 pages long.
  • The work of the Belgian lawyers was not impressive, as they did not even get the name of OSMF right.
  • The Belgian lawyers seem to have not understood how OSMF works. E.g. in the Articles of Association which they had drafted they were mentioning Corporate Members having a vote at meetings, which the OSMF does not want.
  • The Belgian lawyers seem to require a lot of guidance.

On Luxembourg

  • Proposal: Move OSMF in one step, without having to first create a company there, as in the Belgian proposal.
    • Some people have looked into the British side and it seems that there is no formal British framework for such a move.
    • The LWG looked into the Luxembourg proposal with British lawyers and the answer was that there is nothing stopping OSMF from moving.
  • Potential advantages:
    • Communications with the various administrations might be easier.
    • Ease of doing business - as most communications in English, with a limited number of forms in French.
    • The EU open-data people are located in Luxembourg.
    • Big non-profit sector. E.g. the European volleyball federation is located there.
  • Luxembourg lawyers: Have provided a less complicated proposal. There was one talk so far with them.
  • Work: It's a lot of work and if anyone wants to do it, Guillaume offered to help.
    • It is more work for Belgium.

Luxembourg - Draft Articles of Association
Guillaume offered to create draft Articles of Association for moving to Luxembourg, by the weekend.

Suggestions

  • Consider i) countries which will provide more opportunities to OSMF (e.g. financial support from the government) and ii) factors such as bureaucracy.
  • Check the comparison of Belgium and Luxembourg proposals that Guillaume did in May 2024 and which he has recently sent to Maurizio and Héctor.
  • Present at this year's Annual General Meeting a set of watertight documents that can't be contested by the members and the British administration.

On selecting the country

Suggestions

  • Move forward with the Belgium plan, up to a point where we know if there is a concrete proposal, and not reopen the discussion about the destination country.
  • Have Luxembourg in the background and know that if needed for whatever reason, Guillaume can help out with this.

Other points mentioned during discussion

There was a brief exchange between the Chairperson and Guillaume, when the Chairperson mentioned that Guillaume is supporting OSMF moving to Luxembourg as he has a stake in the outcome, due to being a Luxembourg passport holder. Guillaume replied that he has experience with Luxembourg but doesn't have a conflict of interest or a personal interest, as no longer lives in Luxembourg, but in New York.

Motion to ask the LWG to look at both Articles of Association at their next meeting and come back to the board with a recommendation

There was no vote.

Next steps

  • The board members to review the Belgium Draft Articles of Association, edited by Craig, and provide feedback.
  • Craig to ask the LWG for feedback on the cleaned-up Belgium draft Articles of Association.
  • The board to bring the Belgium draft Articles of Association to a state that can be discussed with the OSMF members.
  • The board to collect the necessary documents.

Other points mentioned during discussion

  • Laura offered to help with the cleaning of the Articles of Association.
  • The next LWG meeting is on March 10th.

Status of the transfers of the Meta and ESRI sponsorships to OSGeo Oceania and other approved regional SotMs, via OSMF

Covered by the Treasurer's report, so there was no further discussion.

Any other business

Operations post-mortem report about the December 2024 OpenStreetMap.org outage

Suggestion: Have a formal resolution and thanks at the next meeting.

Board actions related to the December 2024 OpenStreetMap.org outage

Discussion initiated by Guillaume.

  • Guillaume was tasked by the board to come up with board actions to prevent an outage similar to the December 2024 one from happening again.
  • Grant Slater (SSRE) provided feedback on a draft by Guillaume.

Next step: Guillaume to make a proposal for adoption at the next board meeting.

Guest comments or questions

No questions or comments during this section.

Next meetings

Open board meeting: 27 March 2025 at 13:30 UTC

2025 dates of open board meetings: on this Framagenda calendar (green dots), and below.

Please note that on 09 March there is a DST change in the US, most locations.

Please note that on 30 March there is a DST change in Europe, most countries.

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Mid-month board chat: 13 March 2025 at 13:30 UTC

Not open to observers. About mid-month board chats.

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

Closed session

This part of the meeting will be closed to observers.

OSM Core Software Development Facilitator - Details of the selected person and payment structure

Topic proposed by Craig Allan

Related to the "OSM Core Software Development Facilitator" position and circular 2025/Res08 Resolution in support of core infrastructure investment project coordinator.

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