Board Meeting Minutes 2013-01-29

OpenStreetMap Foundation Board Meeting

Meeting Minutes

Telephone Conference

29 January 2013 20:00 UK / 21:00 CET

Participants:

Board members:

• Matt Amos
• Henk Hoff
• Oliver Kühn
• Simon Poole (chairing)
• Frederik Ramm (minutes)

Chairman Emeritus:

• Steve Coast

Apologies:

• Dermot McNally

Administrative

Previous Minutes

Board Meeting Minutes 2012-12-18

Proposed: Henk
Seconded: Matt

Circular Resolutions

Decided via e-mail on 21st December 2012, repeated here for completeness:

The board resolves to strengthen the OSMF position with respect to its intellectual property, in particular trade and service marks. The board requests the Chairman to engage suitable, cost effective, legal support to
a) register the OpenStreetMap mark and logo in the USA, if not possible as separate marks, as a combined mark.
b) register the same in any other territories key to the further development of OSM (example: Russia)
c) the same as for any other potentially valuable marks (including registration in the EU)
d) to complete the transfer of the EU OpenStreetMap mark to the OSMF

Note of thanks to Richard Fairhurst

The board wishes to note its thanks to Richard Fairhurst (who has resigned from the board) for the work done on the board and CWG over the years.

(Universally accepted.)

Status of SOTM planning

Simon is concerned because we don’t yet have financial numbers about last SOTM and it becomes difficult to estimate how realistic an existing proposal (e.g. Birmingham) is. SOTM is the biggest item in OSMF financial planning. Henk says that the SOTM WG always operated on the assumption that SOTM must make money and that running a losing event is impossible (they would rather cancel SOTM if no last-minute sponsor can be found in case of a financial shortfall). Catering is usually covered by entrance fees; rent for venue etc. must be covered by sponsors. Henk says that SOTM WG takes this seriously, limiting financial risks wherever possible. Oliver says that there’s the option of Skobbler or someone else taking over the risk in exchange for also getting a share of the profit. Simon says currently he wouldn’t even know *if* there is a loss. Oliver says that direct spending (that went through our books) for SOTM Tokyo did not exceed US$ 6,000, with ticket sales totalling about US$ 15,000. The overall picture is not complete yet, since substantial part of expenditure went through the account of the Japanese team. Oliver says that SOTM in Denver was very profitable, making US$ 52,732.09 (after scholarships).

Henk suggested the Board to give the SotM WG a directive that they should run a profitable conference. No decision was taken by the board.

Matt asks if the fact that there are only two bids at the moment (both in UK) worries anyone. Henk is not too worried.

Further discussion about SOTM should take place in SOTM WG.

Status of quarterly accounts

Matt would like to see more frequent accounts even if only for internal use; is it possible to produce quarterly reports? Oliver says with the new accounting system in place this should not be a problem, of course figures can only be provided once invoices are in, so e.g. year-to-date reports would be inaccurate because SOTM figures would not be included. An intermediate result produced today would not yet have full accounting for last year’s SOTM because not all numbers are provided yet.

Oliver says that a  draft quarterly result for the 1st quarter can be provided but should be for internal use only.

Matt and Henk indicated that these numbers could be used for a public quarterly report, but that they should be placed in context.

Status of trademark application(s)

Trademark registration in the US is ongoing.

EU marks are not yet transferred to OSMF, this makes it impossible to refer to them when applying for new trademarks in other countries (it would be easier if one could just say “look we have this in EU already”); transfer will be done after the US registration is through.

Cease+Desist letter “Geocode(TM)”

OSMF received C+D letter from someone who trademarked the word “Geocode(TM)” and asks us to remove all references to this from our web site where it is connected in some way with Google services. Simon is in contact with a lawyer about this. We might actually remove the few occurrences because they are not essential to us.

Management Team

Henk reports that MT has discussed Matt’s document and is awaiting further board input. Matt prefers discussing details via email after everyone has read the document.

Discussion about delegation, accountability, oversight and their impact on possible gross negligence. How much oversight does the board need in order to avoid gross negligence? Matt asks if all of these discussion points could be sent to him and could then be incorporated into the document.

Any other Business

Steve says that his commercial OSM conference is going to be in early May in LA. Oliver is supporting the event. Henk says he is slightly involved in planning the event.

Next Meeting

Tuesday, 19th February, same time (20:00 UK, 21:00 CET)

Two agenda items, “Clarification of Chairman Emeritus Status” and “AoA Followup”, were postponed to the next meeting. “Clarification of Chairman Emeritus Status” was postponed as it becomes clear it is a very controversial topic in the board and all board members should be available to discuss it (Dermot was missing).

Meeting End

22:15 CET