Board/Minutes/2025-05-15

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Participants

["talk" time*] Director's name

  • [23'] Craig Allan
  • [04'] Dani Waltersdorfer (disconnected 10' after start and rejoined ~26' after start)
  • [12'] Guillaume Rischard
  • [07'] Héctor Ochoa Ortiz
  • [04'] Maurizio Napolitano
  • [01'] Laura Mugeha
  • [09'] Roland Olbricht

Officers and board historic
Biographies historic
Minutes by Dorothea Kazazi.

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

Not Present

Guests

Meeting not open to observers.

Setting the 2025 Annual General Meeting date

Topic proposed by Dorothea and approved by Craig.

Related to circular 2025/11.

Setting the date of the Annual General Meeting (AGM) depends on trusting the voter list.

On CiviCRM

Feedback from Grant Slater (Senior Site Reliability Engineer) on the board's suggestion for CiviCRM containerisation
Grant had a meeting with Héctor (board) and mentioned that,

  • it is close to impossible to do a proper CiviCRM containerisation within our administrative infrastructure, due to multiple extensions creating compatibility issues,
  • there are a lot manual adjustments to the current CiviCRM installation which were not fully documented, complicating recreation,
  • Suggestion: create a slimmed-down test version of CiviCRM, but there are some issues with this approach.
    • Having less CiviCRM extensions would mean we would have less security problems - though we don't have many extensions.

Current CiviCRM extensions
We have extensions for,

  • payments
  • Members' validations

No unnecessary extensions.
All versions set in Chef.

On creating a slimmed-down test version of CiviCRM

  • Suggestion: Grant to document his concerns and risks that he sees.

Other points mentioned during discussion

  • Grant had installed a CiviCRM version when the website supporting.osm.org was created and had put a log of work on it.
  • If we were to install a new server with Chef and restored all the assets (e.g. images and the database), one of the board members is not aware of anything that would not work.
  • There's a Chef recipe that defines all the versions of the plug-ins and CiviCRM.

Action item: Roland to set up a meeting with Grant about a test version of CiviCRM. Guillaume is welcome to join, if he has time.

On board priorities after the December 2024 osm.org outage

Guillaume and Héctor had worked on a board report after the December 2024 osm.org outage. The Operations Working Group (OWG) has published a report related to the outage, but it does not cover all board points, such as potentially having an ISP handle things like dual uplinks and redundancy. A point regarding resilience, could be raised during the meeting with Grant.

On setting the AGM date

Points to consider

On having the AGM before SotM 2025

  • The new board members will have more time to decide on the 2026 OSMF budget.
  • New board members can have a first meeting at SotM.

On having the AGM after SotM 2025

  • Would help board candidates to promote themselves at SotM.
  • Would help with CiviCRM.
  • December is mostly a dead period for new board members, so having the AGM in mid-December would reduce that dead time.

Suggestions

  • Have the AGM in mid-December, like we used to.
    • Have the AGM on Monday 15 December 2025.
  • Have the AGM in mid-August.
  • Let the Secretary and deputy Secretary decide the AGM date.

Other points mentioned during discussion

  • Roland mentioned that he could use PayPal to reconstruct the list of OSMF members who have been correctly paid up at a given date, but it would be a lot of work.
  • Understanding the next year's budget is important for newly elected board members.

Action item seemed to be: The Secretary and deputy Secretary to decide the date of the 2025 Annual General Meeting.

Complaint about inappropriate language by Working Group member

Topic proposed by Dorothea and approved by Craig.

A community member complained about a communication they received from a Working Group member.

Roland recused himself. He also had to disconnect for some minutes.

  • The tone of the WG member seemed appropriate. Not impolite or rude.

Suggestion: Respond to the email that the request does not seem justified.

Decision seemed to be: Respond to the complainant that the board won't take the matter any further and to please discuss with the related Working Group, if necessary.

OSUOSL financial support

Oregon State Uni Open Source Lab (OSUOSL) will shut down if they don't secure $250,000 in committed funds. They host three OSMF servers with Nominatim and Tile services. We have been with them for 10 years. If they go down, most of the tile traffic will move to Europe. There is an option with an Australian University to move some of the services there.

OSUOSL funding has been sorted for this year, so the issue is no longer relevant.

Suggestions

  • Provide money to the Operations Working Group (OWG) and let them decide how much to send.
  • Create a circular on moving some money to the OWG budget.
    • OWG have a budget for hosting, and it should be taken out of it.
  • Collaborate with OSUOSL.

Other points mentioned during discussion

  • Héctor has looked at the issue and had positive feedback.
  • We have supported OSUOSL financially in the past with gift cards for some of h work they did for us.s

Action item: The board to ask the OWG to propose a way forward.

Dani re-joined 26 minutes after start.

Potential funding source - FLOSS/fund by Zerodha

The topic seems related to the Engineering Working Group (EWG). The board could support a funding application, but it needs to come from the EWG.

Action item: Roland to take the FLOSS/fund topic to the EWG and report to the board before the 2025-05-29 public board meeting.

Personnel Committee's suggestion in aligning the timing of contracts to the fiscal years

Topic proposed by Héctor.

The Personnel Committee proposed aligning all contract end dates with the fiscal end of the year. This adjustment would facilitate decisions regarding budget allocations to contractors and contract renewals. It would also ensure awareness of contract expiry dates.

Potential issues

  • Overloading the board: The end of the fiscal year is already a busy period with the budget creation. We would have to carefully coordinate the negotiation with our contractors.
  • Effect on projects: Synchronising budget and contract negotiations could negatively impact projects, particularly at their start and completion phases.s

Suggestions

  • Address the underlying issues of,
    • Lack of a system for multi-year commitments.
    • Commitments between unusual dates.
    • Allocating funds mid-year for new projects.
  • Communicate to the Personnel Committee to not let the budget constraint them too much.
  • Create a calendar of contracts.
  • Avoid fitting contracts to the budget. For example, if a project is ready to run, it should not be delayed until the budget starts.

Other points mentioned during discussion

  • Some contracts have indeterminate lengths, such as the one with our accountant.
  • There are multi-year commitments with certain providers, e.g. with Hurricane Electric.
  • Martin Raifer's (iD maintainer) new contract ends in December 2025.
  • The Finance Committee should address financial matters.

Decision seemed to be: The proposal of aligning timing of the contracts (employee + contractors) to the fiscal years is not supported by the board.

New contract with Martin Raifer (iD maintainer)

Topic proposed by Héctor.

Martin Raifer's contract is due to expire at the end of June 2025. The Personnel Committee and the Engineering Working Group (EWG) have worked out the new terms with Martin. The new contract has an end date of 31st December 2025. Héctor relayed a request by Mikel Maron (Personnel Committee, EWG) to the board for fast approval of the new contract, provided there is agreement with the contract terms.

  • The board must vote on the contract, because it is above the threshold - otherwise, it falls within the EWG's scope.

Suggestions

  • Obtain a redline version of the contract, highlighting changes from the previous version.
    • This seems excessive.
  • Create a circular for voting on the contract, including a link to the contract itself and a summary of any other substantial changes.

Action item: Héctor to create a board circular for voting on the contract, including a link to the contract itself and a summary of any other substantial changes.

Status of the payments to the services due this month

Topic proposed by Héctor.

Grant Slater (Senior Site Reliability Engineer) notified the board that several services are due for payment this month. Roland provided a summary on the board chat channel, before the meeting.

Payment to Hurricane Electric

The payment to Hurricane Electric is due. OWG intends to keep Hurricane Electric for the foreseeable future.

  • Need to clarify the implications of paying a large USD amount from the OSMF credit card on PayPal, which is noninally in GBP.

Suggestions

  • Roland to discuss about the Hurricane Electric payment with Grant about during their CiviCRM meeting.
  • Use the Bank of Ireland credit card, which will expire in July.
  • Focus on important aspects like fixing CiviCRM, rather than spending time on potential differences in fees.

Other points mentioned during discussion

  • The Bank of Ireland charges fees for USD payments.
  • There is no obvious difference in fees between the Bank of Ireland credit card and the PayPal card.

On Mollie going into Fire

Mollie payments are directed into the Fire account, and Fire charges us GBP 10 per month. This should be addressed, but there are higher-priority financial matters, such as:

  • Renewing the OSMF credit card.
  • Providing to Michelle Heydon (accountant) with the necessary documents to complete the fiscal year 2024.

Corporate Membership - LINE Yahoo Corporation (Japan)

Topic proposed by Dorothea and approved by Craig.

LINE Yahoo Corporation (Japan) had expressed interest in becoming a Corporate Member. The company has asked the board to review and approve a "letter of consent", related to our use of their Trademarks, before sending us their logo for our Corporate Members' page. The board had asked for feedback from the LWG, who have noted three points, including that the governing language of the agreement shall be Japanese. The English translation is made solely for the purposes of reference, and only the Japanese original shall have effect as a contract and the English translation version shall have no effect.

Action item: Dorothea to ask OSMF Japan for their help.

2025 Board face-to-face meeting logistics

Topic proposed by Dorothea and approved by Craig.

On accommodation

  • Dani cannot join the face-to-face (F2F) board meeting and is in contact with the hotel about reimbursement of her room.
  • Maurizio would like to leave on 1st of June, due to personal obligations.
  • Héctor will likely arrive very late on Friday night.

Suggestion: Board members to notify Dani, if they will not be present at the hotel for the reserved dates.

On food

Dinner: Last year the board had three dinners, including at a pizza place and at a more-traditional German place.

Suggestions

  • Enquire whether the OpenDot venue can provide meals.
  • Be cautious of where we're going.

On Visa applications

  • Laura's Visa application is on Monday.
  • Craig has obtained his Visa.

On deliveries of materials for the meeting

Maurizio has been in contact with the OpenDot venue, who offered to receive the deliveries for the meting. They have received the first delivery and probably the second. Maurizio to confirm the deliveries tomorrow morning.

Other points mentioned during discussion

  • Maurizio will give a presentation in Milan on Friday 30 May 2025. Board members are welcome to join and Maurizio can change the presentation's language to English.

Action items

  • Maurizio to ask for recommendations regarding food.
  • Board members to notify Dani, if they will not be present at the hotel for the reserved dates.
  • Maurizio to confirm the delivery of the materials to OpenDot.

Any other business

2025-05-29 public board meeting

The May public board meeting is scheduled for 2025-05-29, which is two days before the face-to-face board meeting in Milan, as initially planned.

Chat ended around 58 minutes after start.

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