Board Meeting Minutes 2012-11-03

From OpenStreetMap Foundation

OpenStreetMap Foundation Board Meeting

(Face-to-face meeting) November 3-4, 2012 at the offices of Skobbler in Berlin

MINUTES

These meeting minutes have been approved by the board on 2012-11-27.

Administrative

Meeting start:
Saturday 3rd November 2012, 10:15

Board members present:
Matt Amos, Henk Hoff, Oliver Kühn, Dermot McNally, Simon Poole (Chairman), Frederik Ramm (Minutes)

Guests:
Steve Coast (not present at some of the sessions)

Excused:
Richard Fairhurst

The agenda for this meeting encompasses the following points:

  • The role of the OSMF in the OSM community
  • The OSMF and its goals
  • OSMF and its members
  • OSMF and its bodies
  • Board organisation
  • 2013 Planning and Actions
  • November Board Meeting
  • Any Other Business

Opening

Oliver welcomes the board to the Skobbler office. Simon thanks Skobbler for providing infrastructure and opens the meeting.

Mission Statement I

Dermot begins with a presentation on the agenda topic “The role of the OSMF in the OSM community”. Oliver gives a presentation on some learnings from his dealings with businesses; basically a “business wishlist”. Oliver says that he merely reports, not necessarily endorses these.

We have a long discussion about who the community is, who the project is, where OSMF draws it legitimacy from, and where OSMF stands in relation to these entities.

We agree on a series of points that describe our understanding of OSMF’s mission:

  • OSMF is there to protect the OSM database from hijacking, and keep it free and open.
  • OSMF represents the OSMF members, and wants to grow the membership.
  • OSMF’s objectives are (this list is not meant to be exhaustive):
    • To make OSM data available for anyone (for editing and in whole).
    • The data being current.
    • The data to approach geographic truth (or “ground truth”).
    • That humans add and curate data.
    • That the data and responsibility for it belong to all contributors.
    • To facilitate decision-making in the community where necessary.
    • To be the ultimate “court” of conflict resolution.

The meeting is adjourned for lunch.

We make a few modifications to the morning’s bullet points (already included in the above) and decide that to form a good OSMF self-description, we are still lacking an introductory sentence that expresses our legitimacy to perform these functions. This is postponed until later, and ultimately turned into a “homework” for Sunday.

Memorandum and Articles of Association

Henk presents about the Memorandum of Association and the Articles of Association. There is an “AoA review” page on the Wiki with some brainstorming about possible changes to the Articles and we have some discussions about potential changes to the AoA. The general mood is that we would not so much attempt to change how the Foundation works, but just make sure that the AoA reflect how the Foundation works. The OSMF membership will of course be involved in an AoA update. There seem to be minor inconsistencies between the handling of membership in the Companies Act (the UK law that governs organisations) and the wording of the AoA. Board resolves to fix these inconsistencies first and asks Henk to consult with our legal counsel. Further AoA discussion is postponed.

Management Team

Matt presents on the topics Management Team, Local Chapters, and the results of Mikel’s research into organisational development from earlier this year. Only the first of these topics is developed further. The Management Team is a group that was instituted by the previous board and consisted mainly of representatives of all working groups; the plan was that Management Team would relieve the board of some day-to-day business. For several reasons this has not worked well; the board resolves to revive the idea, this time making sure that we find someone to “drive” Management Team as a chairperson. Matt will draft a description of the role and expectations, and we will then look for someone to do the job. We decide that Henk will act as the interim chairman of Management Team until we find someone.

We have a longer discussion about the role of working groups and to what extent they are “answerable” to the OSMF board. We agree that ultimately board carries responsibility for what OSMF does but do not make further conclusions.

The meeting is adjourned at 19:15, and continues with all board members on Sunday at 10:15.

Board Organisation

Frederik presents on his “Rules of Order” document. The general mood is that having such a document is good (and often it simply states unwritten procedure anyway), but the draft is too long and convoluted, and should not duplicate things that are written in the AoA already. Nevertheless some points are discussed in depth and the discussion takes until lunchtime.

The meeting is adjourned for lunch.

Frederik has prepared a new version of the document over lunch which we quickly go over and modify slightly; the resulting “rules of order” document is unanimously agreed and will be published separately on the OSMF wiki. The board does not intend this to be cast in stone and will revisit the rules in the future if it turns out that some are unsuitable or not well defined.

Mission Statement II

We return to the “mission statement” discussion from Saturday and, after a lengthy discussion, agree on the following wording:

“The OSMF is an international, not-for-profit, democratic organisation with the tasks of supporting the OSM project, running and protecting the OSM database, and making it available to all. The OSMF membership is open to all who want to support the project and participate in the OSMF’s democratic process.”

Together with the bullet points from Saturday, this is intended to make up a mission statement that we communicate to third parties. The important message that we want to get across is: We are doing these things (from the bullet points), and if you want to have a say in how we do them, just join the OSMF.

The complete mission statement will be published separately.

Other Issues

We resolve not to enter into a planning session, and postpone that until after we have tried to make the new Management Team work.

The provisional date for the next (telephone) board meeting is Tuesday 27th November, 21:00 CET (20:00 UK).

End of Meeting

Simon closes the meeting on Sunday the 4th November 2012 at 17:15, remarking that it is good that we have taken the time to reach unanimous decisions on issues rather than just overruling each other. Dermot adds thanks to everyone, and again to Skobbler for hosting the meeting.

Published separately:

  • Rules of Order
  • Mission Statement
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