Board/Minutes/2025-07

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Draft minutes.

Date and time: Thursday 31 July 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.

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.

The topics of the agenda get locked one week before the meeting.

Acronyms

Participants

["talk" time*] Director's name

  • [20'] Craig Allan
  • [07'] Dani Waltersdorfer
  • [07']Héctor Ochoa Ortiz
  • [02'] Maurizio Napolitano
  • [03'] Guillaume Rischard (joined ~ 6' after start)

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

Absent

  • Laura Mugeha
  • Roland Olbricht

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

Guests

  • 4 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

There was a brief discussion about the number of board members needed for quorum:

  • $87 of the Articles of Association: "The Board may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business. Unless otherwise determined, two shall be a quorum."
  • $6.6 of the Board Rules of Order: "The quorum is met if at least 50% of board members are present."

Circular Resolutions

2025/Res20 Acknowledgement of the 2024 Accounts

The board confirms that it has seen the draft accounts for 2024 as in GitLab ticket #841.

Unanimously approved on 2025-07-24 with 7 votes in favour: Roland Olbricht, Héctor Ochoa Ortiz, Daniela Waltersdorfer, Maurizio Napolitano, Laura Mugeha, Craig Allan, Guillaume Rischard (I’m noticing that we have an open invoice for Radar. They made a one-off donation which we offered to recognise with the equivalent of a silver membership. There was no commitment to, or expectation of, a recurring contribution).

Circular by Roland Olbricht.

Note: The board GitLab repository is private.

Chairperson's report

Apply to Benevity

Benevity is a funding source based in Canada, that allows people to give to charities through their salaries. We have been in negotiation with them for over a year. The current problem is that OSMF does not have an active bank account in the UK. We have a relationship with the Triodos bank which has a branch in the UK, but we want to minimise that relationship. This topic needs to be discussed with the Treasurer, so it is now paused.

Related to the private board GitLab tickets #216, #194.

Meetings with Dorothea Kazazi

I'm the manager for our Administrator, Dorothea Kazazi. We have management meetings twice a month, to discuss operational matters and to approve quotes and invoices for her work. Part of that responsibility involves posting minutes of our meetings on the Personnel Committee's discussion board.

Update on Bing imagery and JOSM access

This has been a big issue that the board has been worrying about, but it is now more-or-less solved. We were worried that Microsoft would withdraw their imagery. Following discussions of Mikel Maron with the Microsoft representative, it is clear that we will be getting imagery for at least the next year. It also looks like Microsoft might move us to their Corporate Responsibility group, which is a good place to be, as they are in charge of giving for Microsoft. They noted that they love the work that is done with OSM by the Humanitarian OSM Team and other similar humanitarian responsibility groups. Let us be very grateful for their work, which ensures some of the imagery will be available for a longer period.

External enquiry for inappropriate language by a Working Group member

The board would discuss this with the Data Working Group (DWG) if necessary. The issue was closed.

Related to the private board GitLab ticket #777.

Five internship applications from India

We don't do internships, so we replied politely that we are a small organisation run by volunteers, and we don't have the resources to manage and teach interns, except interns as part of the organisation.

Related to the private board GitLab tickets #768, #770, #771, #773, [https://gitlab.com/osmfoundation/board/-/issues/774 #774.

Fundraising

Two items:

  • Chairperson and Treasurer to initiate a small-donor campaign, which is something we will try to do towards the end of the year.
  • Chairperson and Treasurer to contact the fundraising group and Communication Working Group (CWG) about the fundraising campaign.

The Chairperson has to meet with the Treasurer.

Advisory Board

  • Chairperson, Maurizio and Dani to talk with corporate donors one to one. We haven't started yet.
  • Chairperson and Laura to talk to Local Chapter leaders. We haven't started yet.

Questions to Directors by our insurance company

Our insurance company wants to know whether any of us has been banned from being a Director, to increase the risk level of our insurance.

Related to the private board GitLab ticket #850.

Action items of other board members

  • Roland and Laura: 9
  • Maurizio: 7
  • Hector: 4
  • Guillaume: 1

Secretary's report

Deferred to the next meeting. Brief updates below.

EWG Microgrant applications

July was big for the applications for the Engineering Working Group (EWG) microgrants.

Board candidates

Reminder to board candidates to answer the official questions and send their manifestos.

Treasurer's report

Deferred to the next meeting, as Roland was not present.

Annual General Meeting 2025 and OSMF move to the EU - Proposed resolution for the membership to vote on the next stage of the move to the EU

Topic proposed by Craig Allan. The board will likely vote on the wording of a proposed resolution for the 2025 Annual General Meeting, that will be put forward to the members for voting.

Years ago the board at the time agreed to move OSMF to the EU. Since then, subsequent boards have made progress: selected a destination country, drafted preliminary Articles of Association, and identified the next steps.

Motion for AGM

Motion: have a resolution at the Annual General Meeting (AGM), for the members to review what we have done regarding the OSMF's move to the EU and vote to support the continuation of the process - we'll give some details on the steps, before the members make their decision.

On AGM notice

  • The deadline for sending the AGM notice with the finalised text of the AGM resolution is August 23.
  • A formal board resolution to decide on the wording of the AGM resolution that the board will ask members to vote on, might be needed.

On LWG-board meeting

  • The board is not ready to vote on this motion, as the Licensing Working Group (LWG) is asking for an informal meeting with the board, saying that there have been misunderstandings regarding the OSMF move to the EU.
  • It is important to have an agenda for the LWG-board meeting. Otherwise, the board will be unprepared for the meeting.

Suggestions

  • If the board agrees, the Secretary will contact the LWG to get a written explanation of the misunderstanding. Then, if the board decides that a meeting is needed, the Secretary to convene one.
    • Concern with the tight time frame. Requesting a written response means that the LWG has to discuss the topic during their monthly meeting, so it might take more than one month to get a written response from them.
      • The LWG will likely respond sooner.
      • We could contact the LWG today.

Other points mentioned during discussion

  • The LWG cannot instruct the Board to have a meeting, and vice versa, as we are an anarchic non-hierarchical organisation.
    • The LWG-Board informal meeting was suggested by Kathleen Lu and Tom Hummel, via Guillaume Rischard, who is the board's liaison on the LWG. The LWG is offering to clarify misunderstandings and answer board questions.
  • The next LWG meeting on 11th of August.
  • No one is saying no to a board-LWG meeting.
  • Concern expressed regarding the process for arranging board-working group meetings and the time frame.

Decisions seemed to be

  • Voting on the motion deferred, in order to get input from the LWG on what the misunderstandings regarding the move to the EU are.
  • Dani to contact the LWG to get a written explanation of the misunderstandings.
  • If the LWG takes long to respond, the board will make an informal decision on how to proceed, in order to propose a resolution before the AGM-related deadline.
  • Craig to circulate a draft board resolution, once there is clarity on what issues the LWG is raising.

AGM2025 - Process of preparing the Chairperson's report and the Personnel Committee's report

Suggestion: Craig to create a board process on collaboratively drafting the Chairperson's report.

Other points mentioned during discussion

  • The report should include any failures. The board is trying to be transparent and there is nothing wrong in bringing failures to the surface.

Potential funding source - FLOSS/fund by Zerodha

On application
Héctor has been researching the past month on how to apply for the FLOSS/fund, which gives 10-100K per project, for a total up to $1 million per year for FOSS software. Applying is not difficult and Héctor put the draft application .json file on the board GitLab repository for review before submission. It is currently unclear whether OSM should apply as a single project, or as the different software that compose it.

On application .json file

  • Funding: We have to define our funding sources in the file. Héctor mentioned the different corporate membership levels and one-time donations.

Next step: Add the .json application file on the website and apply.

Other points mentioned during discussion

  • Zerodha is an Indian brokerage.
  • There are many projects clustered under the OSMF.
  • Allen Gunn of Aspiration Tech offered to help with OSMF fundraising. Maurizio offered to investigate.

Any other business

Imagery for use in OSM

This topic was initially added to the agenda as a topic closed to observers. However, it was discussed during the "Any other business" section, with observers present.

There is an external petition from a company who wants to help by providing more options for dependable imagery to OSM editors. They want to keep the details closed until project submission. After the project had been submitted, the information will be made public to the OSMF members, probably at the next board meeting.

Guest comments or questions

None during this section.

Next meetings

Open board meeting: 28 August 2025 at 13:30 UTC

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

Add future board meetings to your calendar
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  • It might not work when Framasoft servers experience problems.
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  • 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: 14 August 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

Imagery for use in OSM

Discussed during the "Any other business" section.

Meeting adjourned 40' after start.

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