Board/Minutes/2025-04

From OpenStreetMap Foundation
< Board‎ | Minutes

Draft minutes.

Date and time: Thursday 24 April 2025 at 13:30 UTC.
Time in your time-zone - Countdown.

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

["talk" time*] Director's name

  • [25'] Craig Allan
  • [10'] Guillaume Rischard
  • [08'] Héctor Ochoa Ortiz
  • [01'] Maurizio Napolitano
  • [04'] Laura Mugeha
  • [05'] Roland Olbricht

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

Absent

  • Dani Waltersdorfer (apologies)

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

Guests

  • 9 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.

Administrative

Approval of previous minutes

Circular Resolutions

2025/Res09 Extend the current trademark agreement with the Fédération des Pros d'OSM (FPOSM)

This circular is to extend the current trademark agreement with the Fédération des Pros d'OSM (FPOSM), for two years. Make the trademark agreement one that can be terminated by either side without any preconditions or notice.

Approved on 2025-04-03 with 6 votes in favour: Daniela Waltersdorfer, Craig Allan, Héctor Ochoa Ortiz, Laura Mugeha, Roland Olbricht, Guillaume Rischard (Looking forward to their presentation).
1 did not vote: Maurizio Napolitano.

Circular by Héctor Ochoa Ortiz.

2023 vote: Grant the trademark licence request to FPOSM

2025/Res10 Dorothea Kazazi's new contract

The contract with Dorothea Kazazi was renewed on 27 March 2025 as a matter of urgency. The contract was signed off by Craig Allan acting on the authority of the full Board as delegated at the closed meeting on Friday 14 March 2025. The Budget provides GBP 75000 to cover costs of this contract.

However, procedurally, there has not yet been a Board resolution in support of the contract. To correct that missing procedural step this resolution approves the renewal of the contact and the new rates of payment.

Following the Rules of Order Section 2, this is a time-sensitive issue. The proposed resolution is in the best interests of the OSMF as it avoids the deferral of approval of the contract to the Board meeting on 24 April 2025.

Resolution:
This Board resolves to support the renewal for 12 month of the contract with <redacted>, a company registered in Greece (<redacted>) which is represented by Dorothea Kazazi, to provide the services of Administrative Assistance as detailed in Section 3 the schedule to the contract and for the daily rate of pay detailed in Section 1 of the schedule.

Approved on 2025-04-03 with 6 votes in favour:
- Craig Allan
- Laura Mugeha
- Daniela Waltersdorfer
- Héctor Ochoa Ortiz (Afaik there is a typo on the surname, it should be Kazazi (Καζάζι in Greek 🙂)
- Maurizio Napolitano (I also believe that a contract should be read before approving it, but I have great faith that everything will be done in the best possible way and in any case Dorothea is a deserving person)
- Roland Olbricht (See mail from 2025-03-13 15:04:58 from Craig for the contract).
1 against:
- Guillaume Rischard (I cannot approve a contract I haven't seen. Apparently it's not a simple renewal, but also a significant raise? Please attach all information and a redline of any contract changes).

Circular by Dani Waltersdorfer.

See: Contractors_and_employees#Long_term

Disscussion about the circular during 2025-04-24 meeting:

Dorothea's contract, which was up for renewal, was discussed by the board in an informal closed meeting. The board members mainly discussed the payment, and clearance was given to Craig to propose a certain amount of money in the negotiation and renew it. Present at that meeting were all board members except Guillaume, as the meeting was scheduled on very short notice. There were no notes of the meeting, as Dorothea was not present, and the meeting was not recorded.

The board forgot to officially vote on the approval of the contract, before signing it. Thus, a circular was created after signing. The circular got approved with six votes in favour and one objection from Guillaume, regarding documentation and the approval process.

During the April meeting, Guillaume

  • objected to the contract renewal process, stating that the board should have seen the contract before signing,
  • mentioned that the contract is not documented in the board documents, and
  • that it's unclear to all the board how much Dorothea is getting paid.

It was commented that the text of the contract is in the board wiki and that it mentions the daily rate.

On Guillaume's comment that it's unclear from the board wiki page what has changed in this contract compared to the previous one, it was noted that the text was considerably rewritten, so it is difficult to do a line-by-line comparison (all previous contracts are also available on the board wiki).

Other points mentioned during discussion:

  • Occasionally, events occur at the last minute.
  • The board completed the negotiation in accordance with the prior private agreements among the board members.
  • OSMF is a voluntary organisation and in the absence of board members, the attending board members have the authority to make decisions on behalf of the organisation.
  • No formal decisions could be made if the meeting was informal.
  • The meeting was an informal gathering to discuss and decide on a personnel matter.
    • The meeting could have been a closed session held after the end of a board meeting.

Consensus seemed to be:
All future contracts will be put before the board and if necessary, people can ask for a diff to see what the differences are.

2025/Res11 Vote on date for Annual General Meeting 2025

Hello Board,

I'd like to kindly ask you to vote for the proposed date of:

September 13, 2025

for the 2025 Annual General Meeting (AGM)

For more information, you can follow the proposed timeframe here: https://gitlab.com/osmfoundation/board/-/issues/732#note_2292633337

Did not pass on 2025-04-07 with 3 abstentions:
- Héctor Ochoa Ortiz (I believe that candidates can benefit from presenting their candidature at SotM, so in my opinion, it would be good to have the AGM at/just after SotM. However, the current SotM is later than on the previous year, and I also see how it can be important for the upcoming board members to have enough time for an onboarding and be able to decide on next year's budget. Therefore, my vote is an abstention).
- Roland Olbricht (All in all, we should have some discussion on it).
- Laura Mugeha (Maybe we can discuss this during the internal board chat - it would also be good to hear of any progress on fixing the CiviCRM issues and how that timeline would affect the date selection).
1 in favour: Daniela Waltersdorfer.
3 did not vote: Craig Allan, Guillaume Rischard, Maurizio Napolitano.

Circular by Dani Waltersdorfer.

Note: the linked GitLab repository is not public.

Board members' comment about the circular during 2025-04-24 meeting:

TWhe topic is on the agenda.

2025/Res12 Resolution in support of Core Infrastructure Investment Project Co-ordinator

This circular follows 2025/Res08. The previously preferred candidate declined the contract, a new candidate has been selected by the Personnel Committee. The pay and contract conditions are equal to the previous candidate. This circular aims to get the contract moving as soon as possible.

Resolution:

This Board notes and supports the decision of the Personnel Committee to appoint a co-ordinator 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 co-ordinator 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 co-ordinator 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 2025-04-08 with 6 votes in favour: Héctor Ochoa Ortiz, Daniela Waltersdorfer, Laura Mugeha, Maurizio Napolitano, Roland Olbricht, Craig Allan (I would like to thank the team working on fast-tracking this contract. Being a voluntary organisation means we accept that slow progress is inevitable, but in this case the team has dealt with the disappointment of the withdrawal of one candidate and has identified a great replacement in rapid time. Great work!!)
1 did not vote: Guillaume Rischard

Circular by Héctor Ochoa Ortiz.

Notes on names and abbreviations:

2025/Res13 Approve travel cost for 2025 Face2Face meeting

The board approves to reimburse reasonable travel expenses for the Face2Face including

  • Flight or other means of transport from location of living to Milano and back
  • Transfer from airport to hotel
  • Visa and visa application cost (including e.g. mandatory travel insurance or photos)

for

  • all seven board members
  • Dorothea
  • Allen Gunn

Any trans continental flight below 1500 EUR for the round trip is considered reasonable, and any flight that does not get objections 24 hours after posting on the board chat is considered reasonable as well.

Approved on 2025-04-17 with 6 votes in favour: Héctor Ochoa Ortiz, Roland Olbricht, Roland Olbricht, Craig Allan, Daniela Waltersdorfer, Maurizio Napolitano.
1 did not vote: Guillaume Rischard

Circular by Roland Olbcricht.

Notes:

Board members' comments about the circular during 2025-04-24 meeting:

  • Face-to-face board meetings are important to build trust.
  • They are especially useful for new board members.

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)

Board members' comments:

Suggestion: leave the action item section out of the agenda from now on, until we come up with an alternative.

Secretary's report

Core Software Development Facilitator

The main big update we want to share with the community is that our Core Software Development Facilitator (STF) has started working-- Welcome, Minh Nguyễn! Some of you may already be familiar with Minh, as he has been an active member of the OSM Community for many years. He was on the Board of OpenStreetMap US, a Local Chapter of the OSMF, between 2019 and 2023. On the Engineering side, he has extensive experience working with several corporations in the geographical data domain. As well, he has been doing advisory work for the OpenHistoricalMap project since 2023. We wish him a successful time together!

Setting the 2025 Annual General Meeting date

Something we've owned you and are working on finalizing by next month is the Annual General Meeting date, and the key dates that come before it. This includes nominations for new Board members and elections. Soon you'll get to know more details about it.

2025 Board face-to-face meeting

At the end of May, the OSMF Board of Directors will be meeting for the annual face-to-face meeting in Milan, Italy. Last year we had the pleasure of meeting and working together in Frankfurt. This is crucial for building morale and allowing us to prioritize tasks and ideas to push for a prosperous future for the Foundation. Our meetings (2 days, May 31st and June 1st) will be guided by our trusted advisor, Gunner, who has collaborated with many Board of Directors' meetings for many years.

We'd also like to share with you all some new blogposts. Have you had a chance to read them? Do you have an idea for a blog post?

New blogposts

Updates

Some status updates we'd also like to share with you:

-- Dani and Héctor

Treasurer's report

Everyone is within the budget.

Roland apologised for being behind schedule on around thirty tasks of various sizes. Prioritising on:

  • Transfer of Meta sponsorships to regional State of the Map conference organisers - one payment repeatedly came back.
  • Resolving OSMF bank cards issues.
  • Supplying finance-related documents to Corporate Members.

Most issues seem technical in nature.

Bank card issues

PayPal
The PayPal debit card has expired and needs to be updated. The card, and possibly its two-factor authentication, are probably associated with Guillaume's name and phone, as he was the previous Treasurer. Guillaume noted that he will sign documents only if approved by the board. Roland will try to renew the bank card tonight and might ask Guillaume for help.

Bank of Ireland
Recent card payment failed.

Booking the hotel for the face-to-face board meeting in May:
Roland tried to pay with three different bank cards and they all failed. Of these, the two have been previously used for payments without issues.

Finance Committee meetings

Issue: no minutes of Finance Committee meetings since June. Any reports?

  • The numbers are in Xero (online bookkeeping platform which OSMF uses) and accessible to all board members.
  • No recent official meetings of the Finance Committee. Only unofficial meetings between Craig and Roland.

On comparison of expenses to the budget since June 2024

  • We are substantially underspending.
  • There are EWG expenses in the pipeline.
  • Microgrants: Were added to the budget, but there is no plan or concrete costs. We might need to shift money around.

On the Sovereign Tech Fund (STF)

  • Big incoming expense: Sovereign Tech Fund - EUR 16,000/month - but OSMF might underspend, which is a concern.
  • The STF is a good example why OSMF spends money unevenly over the year, as it took time to select the contractor and sign the contract.
  • If it goes well, OSMF will contract a developer later in the year, so OSMF might be spending more than the monthly average towards the end of the year.

Decision: Roland to provide the financial spreadsheet to the board before the next board meeting.

2025 Annual General Meeting - setting the date

Topic suggested by Dorothea and approved by Craig. To be presented by Dani (Secretary).

The board is still discussing the date of the 2025 Annual General Meeting.

Board considerations

  • SotM 2025 conference, which will take place from 3 to 5 October 2025.
  • Budget preparations.
  • End of fiscal year.
  • Winter break.
  • Moving to the EU would require having the AGM in the first half of the year.

Endorsing the UN Open Source principles

Topic suggested by Dorothea and approved by Craig. To be presented by Laura, who had initially brought up the topic.

  • OSMF is an affiliate member of the Open Source Initiative, and one of their recommendations was to endorse the United Nations Open Source principles, together with other similar initiatives and organisations.
  • The board has discussed this topic.
  • Laura created a board circular before this meeting.
  • It could be a chance for the OSMF to be involved in similar discussions within the ecosystem.
  • This is mostly a statement of intent.

Comments by guests

Michael Montani (guest, UN) was asked if he would like to comment.

Michael mentioned that, while he is working for the UN Office of Information and Communication Technology, we just became aware of these principles and it would be good if OSMF filled the form, like the other organisations did.

Eugene Alvin Villar, (guest, former OSMF board member) commented on the chat that Arnalie Vicario (former OSMF board member) is now with the UN Mappers. Michael confirmed that Arnalie works with him at the UN global service center.

Vote on endorsing the United Nations Open Source principles

OSMF endorses the UN open source principles. The UN open source principles were recently adopted by the UN Office of Information and Communications Technology and they are providing guidelines to promote collaboration and the adoption of open source technologies within the UN and globally. Initially these were endorsed by the Open Source Initiative, which we are an affiliate of, and they shared this with other affiliates. So far there have been 16 endorsements from several organisations like the Linux Foundation and the Open Knowledge Foundation. We also have the Sovereign Tech Agency, which is supporting the OSMF this year. There are eight principles, all centered around open technology and open data. So, the proposal is for the board to approve that we proceed to endorse these principles - which basically means we just need to fill out an online form.

Approved on 2025-04-24 with 6 votes in favour: Craig Allan, Guillaume Rischard, Héctor Ochoa Ortiz, Laura Mugeha, Maurizio Napolitano, Roland Olbricht.
1 did not vote: Daniela Waltersdorfer (not present).

Motion proposed by Laura Mugeha. Seconded by Héctor Ochoa Ortiz.

Action item

Craig to include the UN principles on the OSMF website.

Sovereign Tech Fund update

Topic proposed by Craig. To be presented by Héctor (Engineering Working Group liaison).

Covered in the Secretary's report. Minh Nguyễn started working as the new Core Software development facilitator last week (a position currently paid by funds from the Sovereign Tech Agency). People should expect to see Minh more often on GitHub issues, on the forums, talking with developers and with the community.

State of the Map 2025 update

Topic proposed by Craig. To be presented by Laura (SotM-WG liaison).

OSMF board session

Laura, on behalf of the board, suggested a board session for the State of the Map (SotM) 2025 conference, similar to the board's "Ask us anything" session in previous SotM conferences. Board members should have received an email from Pretalx.

Support to the SotM working group

The board approved the request of the State of the Map organising committee for Dorothea Kazazi to support them, and it was included in the SotM working group budget.

LINE Yahoo Corporation (Japan) update

Topic proposed by Craig.

Two Japanese companies (LINE Yahoo Corporation (Japan) and Micware Corporation) are interested in becoming Corporate Members. (Note: Satoshi Iida of OSMF Japan (Local Chapter) mentioned this possibility to them)..

LINE Yahoo Corporation (Japan) sent to the board an agreement for reviewed and endorsement, in order for OSMF to be able to display their logo on the OSMF website. This was forwarded to the Licensing Working Group (LWG) for feedback, who - among other points - mentioned that the agreement states that the defining document is in Japanese.

Other points mentioned during discussion

  • Seems like a generic agreement.
  • It will be difficult to find people who can change the agreement.

Comment by rtnF (guest)

rtnF (guest) asked whether the OSMF Board would consider opening a volunteer position for a Japanese translator or interpreter. Also noted that they used to do this in their free time by translating Japanese news for WeeklyOSM.

> Two board members answered, suggesting emailing legal@osmfoundation.org and the Chairperson.

Presentation: Fédération des Pros d'OSM

10 minute presentation by Julien Coupey of Fédération des Pros d'OSM.

Board comments

  • Admiration for the FPOSM's work.
  • FPOSM's model of a professional, non-commercial OSM association, could be replicated around the world.
  • The non-commercial, non-profit aspect, dedicated to communication, is a very important part.

> FPOSM is a non-profit organisation, following a complementary approach to OSM France (Local Chapter).

Comments about the - to be developed - OSMF affiliation model and the upcoming related LCCWG meeting

Eugene Alvin Villar (guest, Local Chapters and Communities Working Group (LCCWG) member and former board member) commented that there will be an LCCWG-subcommittee meeting this Saturday on developing an OSMF affiliation model.

The following points are from a discussion on the text chat of the meeting room.

  • Local Chapters must be a registered company, because otherwise OSMF can't have a contract with them.
  • One of the main points which was discussed by the LCCWG subcommittee for OSMF Affiliation Models was that some models from other organizations do not involve a formally registered company https://wiki.openstreetmap.org/wiki/User:Rphyrin/LCCWG
  • Organisations like Wikimedia Foundation, Mozilla, and even YouthMappers, are able to recognize (fsvo "recognize") informal groups as official affiliates.
    • It's unclear how these groups sign a contract with informal groups.
  • It's a shame that of the 18 OSMF Local Chapters, 13 are in Europe.
  • The stringent requirements for Local Chapters are the reason we lack diversity.

Any other business

OSMF presence at regional SotM conferences

Héctor proposed discussing OSMF's presence at SotM Latam 2025, as well at other upcoming conferences, such as SotM Europe 2025 and SotM Africa 2025.

  • The deadline for proposing a presentation for SotM Latam 2025 is next week.
  • Dani Waltersdorfer (board) participated at SotM Latam 2024. Her feedback was that attendees were very happy to have the opportunity to talk to an OSMF representative and share their needs and insights of the local community.

Points mentioned during discussion

  • Craig is a long-term supporter of networking and a proponent of getting out to the community as far as possible.
  • Hard to justify the return on investment, if we don't do outreach the rest of the year.
  • These conference are attended at most by a few hundred people.

On budgetary consideration

  • The budget should be considered.
  • We have to be careful to not become a travel club.
  • The SotM Latam 2024 trip was expensive.
  • Caution on money is important, but outreach is important as well.

Suggestion:The board to discuss this on the board GitLab. Linked shared (board access only): https://gitlab.com/osmfoundation/board/-/issues/737

Guest comments or questions

Next meeting

Open board meeting: 29 May 2025 at 13:30 UTC ?

The scheduled board meeting is too close to the in-person board meeting in Milan (31 May and 1 June), and it might get rescheduled.

Suggestion: The Secretaries and Dorothea to poll on an alternative day.

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

Add future board meetings to your calendar
If you want future board meetings to be automatically added to your calendar, you can subscribe to the following iCalendar link. Instructions on how to do that depend on which calendar software/service you use. The link is provided for your convenience. Please note that:

  • It might not work when Framasoft servers experience problems.
  • You might get delayed updates, depending on how often the calendar service from your side syncs/checks for updates.
  • Both public and non-public meetings are added to this calendar. The later ones have a note in their description about being non-public.

Mid-month board chat: 15 May 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.

Retrieved from "https://osmfoundation.org/w/index.php?title=Board/Minutes/2025-04&oldid=13629"