Board Rules of Order

From OpenStreetMap Foundation

1. Preface

  1. The OpenStreetMap Foundation Board has given itself the following set of rules to govern how the Board does its work.
  2. These rules were originally agreed on by the board on 2012-11-04, and most recently updated on 2022-01-20, and will remain in force until they are replaced by a new set of rules, or abolished altogether.

2. Board Duties

  1. The board collectively decides on guidelines that govern their work. Board members will respect these guidelines when executing their offices or other board duties. When in doubt, a board decision is called for.
  2. Board members are expected to:
    1. actively support and further the interests of the OSMF
    2. participate in board meetings and decisions
    3. perform any duties conferred to them by the Articles of Association or the General Assembly
    4. give account of their work to the General Assembly and the members of the Association.
  3. Board members may be asked to convey board decisions to third parties. In doing so, they have a duty to represent the board's decisions factually.

3. Confidentiality and Transparency

  1. Unpublished information which board members receive from 3rd parties in the course of their duties as board members shall be assumed confidential.
  2. This confidentiality rule applies to board members even after they have left the board.
  3. No secrets will be kept between board members where OSMF business is concerned.
  4. Notwithstanding the above the OSMF board endeavours to make their work transparent through the publication of minutes and other documents.

4. Authority to Represent

  1. Board members will not represent their personal views as OSMF board opinion.
  2. Board members should make reasonable efforts to avoid their personal views being mistaken for OSMF board views.
  3. The board may grant individual board members authority to individually represent OSMF.

5. Communication

  1. All important internal board communication should take place either during board meetings (see next section), or on GitLab and the board email list. IRC chat is also an important, but ephemeral channel for participation.
  2. Board internal communications are private and accessible only to board members, but third parties can be invited into these channels by a board decision.
  3. Board members are expected to clearly and proactively communicate lack of availability over a period of time, or inability to complete a previously made commitment.

6. Board Meetings

  1. Board meetings can take place in the form of personal meetings or by voice communication.
  2. Board meeting participation is restricted to board members, but guests can be invited by a board decision. Board meetings are open to silent observation by OSMF members in good standing.
  3. The date and agenda of board meetings is announced to the OSMF membership one week in advance. Time-sensitive issues can still be added to the agenda after that deadline.
  4. Agenda items can be placed in a closed session, prior to the meeting by any Board member. Closed session is not open to observation. A short statement about which and why agenda items are in closed session should be minuted. If there is any objection to placing a meeting in closed session, a vote can be called during that meeting to decide.
  5. Board meetings are chaired by the chairperson of the board. During discussions of any items in which the chairperson is involved, the task of chairing that section of the meeting will be delegated by the chairperson to another board member.
  6. The quorum is met if at least 50% of board members are present. Board resolutions are carried by a simple majority of the board members present.
  7. All board decisions taken in a board meeting must be minuted. If votes are taken, the minutes will list the position taken by each board member. In addition, it is desirable to also minute the most important points of the discussion preceding a decision.
  8. When a board member would be influenced by a conflict of interest with respect to a decision, they will recuse themselves from voting.

7. Circular Resolutions

  1. Circular resolutions are board resolutions agreed prior to a board meeting.
  2. Circular resolutions are used for time-sensitive issues, routine topics or minor updates to previously discussed items. They are not used for non-urgent, one-off topics that have not been thoroughly deliberated by the board.
  3. Any board member has the right to request a circular resolution at any time, by the means which electronic circulars are implemented, together with a reasoning to the board mailing list. The reasoning should describe why the proposed resolution is in the best interests of OSMF.
  4. Circulars in general are open for one week, or can be extended to two weeks by request of any board member. Votes are tallied until the conclusion of the circular.
  5. The proposed resolution concludes under either of these conditions
    1. Passes as soon as an absolute majority of board members approve.
    2. Cancelled without decision when the topic is voted on at a board meeting.
    3. Fails in all other cases.
  6. Any circular not passing may be raised as an agenda item at a board meeting for discussion and vote.
  7. Circular resolutions will be duly minuted in the minutes of the next board meeting.

8. Gifts and Reimbursements

  1. Board members will inform the board of any occasion where they receive a personal gift, or reimbursement of expenses, from another individual or organisation, unless the occasion is wholly unrelated to OSMF business or the value of the gift or reimbursement is less than £50.
  2. Board members report such gifts at the board meeting, and a list of such gifts, including source and amount, is made available in the quarterly financial statement.
  3. This does not cover expenses or income paid by the employer or client of a board member when such employment or client relationship is mentioned on the "Board Member Bios" page on the OSMF wiki.
  4. Economy travel to and accommodation to State of the Map International and face to face board meetings is covered. Other events are considered on a case-by-case basis. In all cases, the board member shall bring an estimate to the board before incurring the expenses.

9. Working Groups, Committees, and Special Committees

  1. Working groups handle much of the day to day activity of the OSM Foundation. They have an ongoing scope and remit, with delegated responsibility from the Board.
  2. Working groups are proposed by members of the Foundation. A proposal includes its purpose, scope and remit; membership criteria and governance structure; logistics of meetings, and internal and external communications; a first-year work plan and budget.
  3. The board considers working group proposals, and approves, rejects, or requests changes and re-submission of proposals.
  4. Board members may serve in OSMF working groups, but should refrain from chairing them.
  5. Committees are defined in the Articles of Association 91-94, and not typically employed by the Board.
  6. Special committees are formed to deal with backlog and future Board action items in an expeditious manner, by studying and recommending actions on issues, or to handle a time delimited set of topics. They are not standing Committees, but deal with a delimited set of tasks.
  7. A special committee is proposed and approved or rejected by the Board. A proposal includes a list of the specific tasks the special committee will undertake, and when it will report back to the Board.
  8. The work of a special committee is initiated by a board member. Other board members, members of the Foundation and community may be invited to the special committee if deemed helpful and appropriate. The chair may be anyone sitting on the special committee.