Board/Minutes/2025-03-13

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Board chat - not open to observers.

Draft minutes.

Thursday 13 March 2025 at 13:30 UTC.

Note: By the time this board chat occurs, Daylight Saving Time (DST) will have already started in most locations in the US. In Europe, however, the DST change for most countries will take place on March 30, which is after this board chat.

Video room at https://osmvideo.cloud68.co
using BigBlueButton.

Acronyms

Participants

  • Craig Allan
  • Dani Waltersdorfer (until ~ 29 minutes after start)
  • Guillaume Rischard
  • Héctor Ochoa Ortiz
  • Maurizio Napolitano
  • Laura Mugeha (joined ~10 minutes after start)
  • Roland Olbricht

Officers and board historic
Biographies historic
Minutes by Dorothea Kazazi.

Not Present

Guests

Meeting not open to observers.

OSMF move to the EU: Feedback requested on the draft Belgian Articles of Association, cleaned-up by Craig

Craig has cleaned-up the draft Belgian Articles of Association, provided by the Belgian lawyers. Feedback was provided by Héctor and Dorothea.

Concerns

  • Once the articles get accepted, making changes will be difficult.
  • There are some well-intended changes by the Belgian lawyers which might have consequences:
    • Removal of Associate Members: they had removed the second class of members (Associate members), which would grant voting rights to Corporate Members.
    • Removal of voting by hand, which is a method we use when we approve the minutes during the Annual General Meeting.
  • Incompatibility with Belgian law.
  • Tax-deductibility aspect of donations.

Licensing Working Group (LWG)
Relayed points:

  • The LWG had a brief look at the draft Belgian Articles of Association.
  • Keeping the same company and moving it, instead of starting a new company, is a lot easier and would avoid contract renegotiations.
  • Guillaume and Tom Hummel (LWG) will be looking at the details in the next few days. They also have some questions for the Belgian lawyers, e.g. if donations to an AISBL in Belgium are tax-deductible.

Other points mentioned during discussion

  • Transplanting the UK Articles of Association (AoA) as they are is probably unlikely and adjustments will be necessary.

Laura joined 10 minutes after start.

Plan:

  • Craig to incorporate the feedback so far to the draft Belgian Articles of Association.
  • The board to ask the LWG for feedback.
  • The board to ask OpenStreetMap Belgium, our Belgian Local Chapter (LC), for feedback.
  • Craig to move the new version of the draft Belgian Articles of Association to the OSMF website, and ask for OSMF members' feedback.

FPOSM trademark agreement ends on 2025-03-30

Suggestions

  • Extend the trademark agreement for 1-2 years.
  • Wait for another similar group to come to us, instead of creating a new affiliation class, just based on this case.

Other points mentioned during discussion

Decision: The board to vote via a circular, or at the next board meeting, on extending the FPOSM agreement.

2025 board face-to-face meeting - Status and any updates

Dani is in contact with many hotel chains in Milan. To secure discounts, we need a group of 10 people, but we currently have only 9.

On location

  • Accommodation near the airport is not favourable due to limited options and the group dinner.
  • Staying too far outside Milan adds travel time and transportation costs for those coming from far away.

On accommodation

  • The most affordable option in Sesto Gan Giovanni is the AC hotel, at EUR 130/night.
  • Accommodation will be from Friday to Sunday, for those leaving on Sunday evening or requiring an extra night due to long travel. Board members should contact Dani for arrangements.
  • Some board members would like to bring their partners and will cover the additional costs.
    • This is acceptable.

On meeting rooms

  • Dani has looked for meeting rooms, but they are expensive.
  • Maurizio and Héctor were asked to help with contacting local hostels which might have meeting rooms.
  • Maurizio found a FabLab which is willing to provide a meeting room for free.

Other points mentioned during discussion

  • Flight tickets research will be done by board members individually.

On the suggestion to change the facilitator Suggestion: Change the facilitator (a former board member was proposed) as:

  • The approach last year did not solve the board's dispute and one of the board members has lost trust in Gunner as the facilitator.
  • No formal decision on the facilitator has been made, so we cannot make a financial commitment..
    • We should not require everything to be a signed, written contract. We work on trust, act in the interests of the board and the Foundation, and make decisions by consensus.
    • We have set rules following the incident with the Vector Tiles contract, and we should follow them.
  • It is too late to change as there was previous documentation, and the topic has been discussed many times.
  • The facilitator last year asked if he could provide feedback to board members, and they agreed. Some feedback was not well received by one board member.
  • The facilitator mainly charges for airfare and accommodation.
    • Comment that he charged a few thousand last year, and one board member had the impression he flies business class.
  • All the externally-facilitated face-to-face (F2F) board meetings have been done by Gunner. The board also had F2F meetings without an external facilitator, where a board member took the facilitator role.

Dani had to disconnect 29' after start.

Suggestions

  • Board members who don't feel comfortable can choose to not attend the meeting.
    • That is not a helpful way to build consensus.
      • There is already a board decision.

Decision seemed to be: If the facilitator has criticism for a board member, Craig will indicate that the criticism should be relayed in private.

Distribution of Meta sponsorships to regional SotMs - Status and any updates

The Japan transfer of the Meta sponsorship for State of the Map (SotM) Japan 2024 seems to not have been completed yet - there was an enquiry from OSMF Japan.

Roland and Craig cleared the majority of outstanding payments.

Transfers of Meta sponsorships which are still open:

  • State of the Map DRC 2025: €5,500 allocation. Regional SotM conference taking place in the future.
  • OSMIT 2024. Conference already took place.

Japan

  • The transfer has been cleared.
  • The initial Local Chapters and Communities Working Group (LCCWG) proposal was for allocation of EUR 1300 for the Meta sponsorship, if acceptable.
  • OSMF Japan were the last to communicate with the LCCWG, and it was arranged that they would get the remaining funds of the Meta sponsorship, which was distributed to 8 regional SotMs.
  • The approved circular for the distribution was for USD 750.

Rwanda

  • A postal address of the recipient was needed.
  • Recipient was in a different country than where the conference took place.
  • Transfer has probably been cleared, as Roland has not heard back from Michelle Heydon (accountant).

Tracking OSMF expenses

  • Craig has prepared a spreadsheet which pulls the money of the cash flow from the OSMF Xero accounting platform at the end of the month. It includes the OSMF budget.
  • Guillaume and Harrison Devine had created a similar spreadsheet.

Suggestions

  • Craig and Roland to check Xero and have a meeting regarding the Meta sponsorship transfers and any outstanding documents.
  • Craig to send the spreadsheet he created for tracking OSMF expenses to Roland.
  • Guillaume to send the spreadsheet he created with Harrison Devine for tracking OSMF expenses to Craig.

Adding the Rapid editor to the osm.org editor menu - Feedback request

Mikel Maron (Advisory Board coordinator) has emailed the board and asked for feedback.

Topic proposed by Dorothea and approved by Héctor.

The board referred the topic back to the Operations Working Group (OWG) and mentioned that the board does not want to dictate how the working group should do their work. The topic has bounced back to the board from Mikel Maron.

Decision: Craig to reply to Mikel Maron that the board has provided guidance and does not want to interfere with OWG's work.

Improving board operations and action items' management

Issues:

  • Public action items on the public GitLab repository are not being worked on.
  • Difficulty in assigning work to board members, who are volunteers.

Board members were asked for their preferred way to be assigned and be reminded of action items.

Comments

  • Volunteers cannot be forced to complete tasks and some tasks may not be appealing.
  • Many volunteer boards face these issues and stuff gets dropped when noone wants to do it.

Suggestions

  • Hire someone.
  • Periodically review unassigned tasks to determine whether they can be assigned to a board member or to a contractor.

Renewal of Dorothea's contract

Renewal on the 17th of March 2025.

  • One of the board members to negotiate.
  • The board members to have a meeting and decide on their position for moving forward. Dani has circulated a poll.

Board chat ended ~56 minutes after start.

Acronyms

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