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Board/Minutes/2023-02-09: Difference between revisions
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<div style="margin:2px 0;border:1px solid #9B9;background:#EFE;color:#000;padding:2px .5em;text-align:center">
<font color="blue">
<font color="blue">Please note that mid-month board chats are not open to observers and that these minutes do not go through a formal approval process.</font>
Location: Video room at https://osmvideo.cloud68.co </big><br> using [https://en.wikipedia.org/wiki/BigBlueButton BigBlueButton]. <br>
Date and time: '''[https://www.timeanddate.com/worldclock/fixedtime.html?msg=OpenStreetMap+Foundation+board+chat+-++Thursday+9+February+2023&iso=20230209T1330&p1=1440&ah=1 Thursday 9 February 2023] - [https://www.timeanddate.com/countdown/generic?p0=1440&iso=20230209T1330&msg=OpenStreetMap%20Foundation%20board%20chat%20-%20%20Thursday%209%20February%202023 Countdown]'''<br>
[[Acronyms]]
== Participants ==
=== Board members ===
* Guillaume Rischard
* Mateusz Konieczny
* Mikel Maron
* Sarah Hoffmann
* Roland Olbricht
==== Not Present ====
* Arnalie Vicario
* Craig Allan
[https://wiki.osmfoundation.org/w/index.php?title=Officers_%26_Board&oldid=9984 Officers and board]<br>
[https://wiki.osmfoundation.org/w/index.php?title=Board_Member_Bios&oldid=9970 Biographies]
|-
|}
=== Overview provided ===
* Group of professionals who use OSM in their work and want to use our trademark. Want to be recognised as supporting the OSM project.
* The previous board 1) decided<sup>1</sup> that they can become a [[Local_Chapters|Local Chapter]] (LC), which would be subject to the [[Local_Chapters/Template_agreement|Local Chapter agreement terms]] and 2) gave the green light to become a non-profit organisation.
* The organisation had been formalised.
* [https://openstreetmap.fr/ OpenStreetMap France] is the existing French Local Chapter.
** Concern about the use of the trademark.
''<sup>1</sup> Note: There was no formal decision.''
=== Suggestions ===
* Suggest to them to join as a Local Chapter.
** Brief discussion on whether they would be surprised by such a suggestion.
* Include in the agreement with them that they would recommend to their members to become [[Corporate_Members|Corporate Members]].
* Create a standard agreement for interest groups ''(e.g. [[osm:YouthMappers|YouthMappers]] could join)''.
* Reach out formally to the French Local Chapter about any concerns they might have.
=== On suggestion to Fédération des Pros d'OSM to join as a new local chapter ===
* They might have concerns that without a trademark agreement they cannot go through the local chapter process.
** Suggestion to grant a preliminary 4 year use of the trademark, while the local chapter processing is ongoing.
* It is not moving the goalpost.
* Reach out to French Local Chapter to voice any concerns.
** Consultation of OSMF members and local community is [[Local_Chapters/FAQ#Processing_of_LC_applications|included]] in the processing of a Local Chapter application.
** Suggestion to reach out even before the public consultation of an application.
* This is different from the trademark situation with the [[osm:Humanitarian_OSM_Team|Humanitarian OSM Team]].
=== On consequences for people using OSM professionally in France and not interested in joining the new organisation ===
* would they be required to join under the French laws? > No.
* make sure people are not facing negative consequences if they don't join the organisation and the organisation not becoming exclusive.
** If the organisation becomes exclusive, the local chapter agreement and trademark could be taken back.
=== Other points mentioned during discussion ===
* Guillaume had reached out to [https://www.openstreetmap.org/user/cquest Christian Quest] ''(French OSM Local Chapter)''.
* Guillaume and Sarah speak French fluently and can discuss with the existing Local Chapter.
* HOT is doing a 6 month search regarding the executive director through a company.
=== Action item ===
Guillaume to schedule a meeting Julien Coupey and the board of OSM France regarding a local chapter agreement of the new organisation. Sarah might also be present. If it is difficult to arrange a meeting, the communication will happen asynchronously.
=== On HOT trademark ===
== HOT trademark agreement status update ==
{| role="presentation" class="wikitable mw-collapsible mw-collapsed"
! <b>Background</b>
|-
| ''OSMF is currently talking with ([[osm:Humanitarian_OSM_Team|Humanitarian OSM Team (HOT)]] and is working on a draft agreement regarding granting rights for the use of OSMF marks.''
''Related (not exhaustive list)''<br>
* 2022-09-08 Board - [[Board/Minutes/2022-09-08#HOT_trademark_agreement_status_update|HOT trademark agreement]] ''(Mid month board chat - not open to observers)''
* 2022-04-28 Board - [[Board/Minutes/2022-04#HOT_draft_trademark_agreement|HOT draft trademark agreement]] ''(Reportage)''
* 2022-03-24 Board - [[Board/Minutes/2022-03#HOT_draft_trademark_agreement|HOT draft trademark agreement]]
* 2022-02-26 and 27 Board - [[Board/Minutes/Board/Minutes/2022-02-S2S/Humanitarian_OpenStreetMap_Team|Define steps towards a formalized relationship with HOT]]
* 2022-03-17 LWG - [[Licensing_Working_Group/Minutes/2022-03-17#HOT_trademark_agreement|HOT trademark agreement]]
* 2022-02-17 LWG - [[Licensing_Working_Group/Minutes/2022-02-17#HOT_trademark_agreement|HOT trademark agreement]]
* 2022-02-10 Board - [[Board/Minutes/2022-02-10#HOT_trademark_grant|Any other business: HOT draft trademark agreement]] ''(Mid month board chat - not open to observers. Amanda McCann to check the latest related email).''
* 2021-09-27 <u>Board and LWG</u> meeting on HOT draft trademark agreement.
* 2021-09-10 Board - [[Board/Minutes/2021-09-10#HOT_draft_trademark_agreement|HOT draft trademark agreement]] ''(Mid-month board chat - not open to observers)''
* 2021-09-09 LWG - [[Licensing_Working_Group/Minutes/2021-09-09#Followup_on_HOT_draft_trademark_agreement|Followup on HOT draft trademark agreement]]
* 2021-08-13 Board - [[Board/Minutes/2021-08-13#HOT_trademark_grant|HOT trademark grant]] ''(Mid-month board chat)''
* 2021-08-12 LWG - [[Licensing_Working_Group/Minutes/2021-08-12#HOT_draft_trademark_agreement|HOT draft trademark agreement]]
* 2021-07-08 LWG - [[Licensing_Working_Group/Minutes/2021-07-08#HOT_draft_trademark_agreement_questions|HOT draft trademark agreement questions]]
* 2021-06-10 LWG - [[Licensing_Working_Group/Minutes/2021-06-10#Humanitarian_OpenStreetMap_Team_.28HOT.29|Humanitarian OpenStreetMap Team trademark]]
* 2021-05-13 LWG - [[Licensing_Working_Group/Minutes/2021-05-13#Humanitarian_OpenStreetMap_Team_.28HOT.29|Humanitarian OpenStreetMap Team trademark]]
* 2021-04-08 LWG - [[Licensing_Working_Group/Minutes/2021-04-08#Humanitarian_OpenStreetMap_Team_.28HOT.29|Humanitarian OpenStreetMap Team trademark]]
* 2021-03-11 LWG - [[Licensing_Working_Group/Minutes/2021-03-11#Humanitarian_OpenStreetMap_Team_.28HOT.29|Humanitarian OpenStreetMap Team trademark]]
* 2021-02-26 Board - [[Board/Minutes/2021-02#Report_on_status_of_HOT_trademark_grant| public board meeting]]
* 2021-02-24 Board - [[Board/Minutes/2021-02#2021.2FRes07_Approve_.C2.A31800_for_Lawdit_for_HOT_trademark_grant_consultation|Approved £1800 for consultation by Lawdit on the HOT trademark grant]]
* 2021-02-12 Board - [[Board/Minutes/2021-02-12#Humanitarian_OSM_and_trademark_agreement_with_HOT|board chat]] ''(Mid-month board chat - not open to observers)''
* 2021-01-19 <u>HOT and OSMF board members meeting</u> ''(Participants: McCann (OSMF board) and Abelshausen (HOT board))''
* 2021-01-14 <u>HOT board and OSMF board meeting</u>.
* [[Board/Minutes/2020-12-18#Coordination_with_HOT|2020-12]] HOT emailed the OSMF board regarding coordination between OSMF and HOT in order to improve OSM as a global project and suggested meetings of the two boards.
* 2020-06-24 <u>HOT and OSMF board members meeting</u> on OSMF-HOT collaboration (not on the trademark). Participants from OSMF board: Mikel Maron, Paul Norman, Rory McCann, Tobias Knerr. Participants from HOT board: Ben Abelshausen, Rob Baker, Pete Masters.
|-
|}
* Guillaume and Tyler Radford ''(was the HOT Executive Director)'' had reached an informal agreement, but due to inaction mostly from OSMF's side, it was not finished.
* There were discussion between board members of the OSMF and HOT, and the suggestion of some monetary arrangement has been raised also from their side.
== Moderation of channels by board-appointed team - Consultation and vote on continuation or not ==
* categories "[https://community.openstreetmap.org/c/general/38/none general]", "[https://community.openstreetmap.org/c/general/tagging/70 general:tagging]", and "[https://community.openstreetmap.org/c/osmf/41 foundation]" on community.openstreetmap.org. These were added after the May decision. Specifically, on November 2022 the self-appointed @forums-governance team on community.openstreetmap.org reached out to the board-appointed moderation team to see whether they would be interested in becoming moderators on community.openstreetmap.org and they accepted.
|}
* The consultation was proposed to one of the board members, but there wasn't a reply yet.
* The eight month period was set so as to not coincide with the election period.
* Expectation: Probably there won't be much opposition.
<u>Suggestion</u>: Mikel to invite discussion on the lists and have a vote during one of the next board meetings.
== Overture meeting - Post-meeting discussion ==
! Background
|-
| ''The board will have a meeting with the Overture Steering
''Related to the 2022-12-15 announcement by the Linux Foundation: [https://www.linuxfoundation.org/press/linux-foundation-announces-overture-maps-foundation-to-build-interoperable-open-map-data "Overture Maps Foundation to Build Interoperable Open Map Data"] .
''[[osm:Public_communications_related_to_Overture|Public communications related to Overture]]''
|}
The board discussed their 2023-02-07 meeting with the Overture Steering Committee. Discussion during the mid-month chat not minuted after request.
== Budget / Operations Working Group budget check in ==
| ''Topic suggested by Mikel Maron.''
|}
=== On budgetary control ===
* Missing the budgetary control - connecting the budget back to numbers on Xero and to expenses.
* Michelle Heydon ''(OSMF's [[Contractors_and_employees#Long_term|accountant]])'' has done a lot of work on an online spreadsheet and is keen to do more work.
* It's not a good idea to do the budget in Xero.
* Good to have a standard mechanism for continuation purposes.
<u>Suggestion</u>: Ask Michelle what she suggests for budgetary control.
=== On 2023 budget ===
* Assumed a huge donation drive to get the budget to zero.
* The budget has an artificial aspect.
<u>Suggestions</u>:
* Could have a small loss in the budget - would get a better picture of reality across and could help with the urgency of the message.
** Would not work well. Suggestion to present what we budgeted for and mention what we will not be able to fund, if the fundraising does not reach its target.
* Aim for a balanced budget, even for communication purposes.
== Re-assigning action items ==
|-
| ''The board action items are [[Board/Action_Items|here]]. Action items owned by board members whose terms ended on the 2022 board election, have been reassigned to the board.''
* ''[https://wiki.osmfoundation.org/w/index.php?title=Board/Action_Items&oldid=10271 Action items as on the 6th of February 2023]''
|-
| ''Topic suggested by Mikel Maron.''
|}
=== Suggestions by Mikel ===
==== Free to vote action item ====
{| class="wikitable"
|-
| ''On [[Board/Minutes/2021-04#Takeover_protection|2021-04]] action item - The board [[Board/Minutes/2021-04#Takeover_protection|to make sure]] to investigate the issue of requiring voters to be "free to vote", and to consider if there should be a change to the [[Articles_of_Association|Articles of Association]], as [[Annual_General_Meetings/2020/Suggested_resolutions|instructed by the membership]] ''(2020 General Meeting resolution - vote 4)''. <br>
''# 2021-07 The board [[Board/Minutes/2021-07# 2021.2FRes23_To_appoint_Andy_Allan_and_Michael_Collinson_to_special_committee_on_takeover_protection|appointed]] Andy Allan and Michael Collinson to the [[Special_Committee_on_Takeover_Protection|special committee on takeover protection]].- Takeover protection ''
|}
* The idea behind this action item was that employees might be influenced or forced by companies to vote in a specific way.
* We have done a lot on takeover protection.
* Plenty of evidence that this does not happen, including comment during the presentation by Mapbox Workers Union.
<u>Suggestion</u>: rethink if we want to spend time on this action item or drop this.
==== Attribution action items ====
<u>Suggestion</u>: rethink if we want to spend time on these action items or drop them.
* No-one is ready to act on them.
* Maybe similar action items will come up after discussion, but it's not worth to keep them hypothetically.
==== Reworking Corporate Membership tiers ====
{| class="wikitable"
|-
| ''Related action item:''
''[[Board/Minutes/2022-02-S2S|2022-02-26 and 27]] action item: The board to rework [[Join_as_a_corporate_member#Membership_levels|Corporate Membership tiers]] [Session: Fundraising] - [[Board/Minutes/2022-02-S2S/Action_items_and_decisions#Action_items_from_2022-02_board_screen-to-screen_meeting|2022-02 screen-to-screen meeting]].''
|}
Mikel to take up the action item above, unless someone else wants it.
* Did some consultation already.
* Will organise advisory board meetings, and "Reworking [[Join_as_a_corporate_member#Membership_levels|Corporate Membership tiers]]" can be one of the meeting topics.
=== Suggestions by Sarah ===
==== Action items to re-discuss ====
Re-discuss:
* Attribution action items
* Microgrants action items
* Local Chapter action items
==== Other suggestion ====
* If action items have not been taken up for more than one year, discuss what to do.
=== Suggestions by Guillaume ===
==== On OSMF relocation ====
{| class="wikitable"
|-
| ''Related action items:''
* ''[[Board/Minutes/2020-08|2020-08-27]] and restated on [[Board/Minutes/2021-11-12#Options_for_OSMF_relocation_.2F_subsidiary|2021-11-12]] Guillaume (was: Guillaume with Jean-Marc - updated after 2022 Annual General Meeting) [[Board/Minutes/2020-08#Brexit_planning_and_action|to have a call]] with a relocation lawyer and come back to the board with a proposal / circular resolution. ''
* ''[[Board/Minutes/2020-08|2020-08-27]] Guillaume [[Board/Minutes/2020-08#Brexit_planning_and_action|to check]] on what a move to the EU would mean for contributor terms.''
|}
{| role="presentation" class="wikitable mw-collapsible mw-collapsed"
! Background: Investigation into moving OSMF out of the UK, and into the EU
|-
| The OSMF board is considering relocating the OSMF to the EU and is [https://lists.openstreetmap.org/pipermail/osmf-talk/2021-June/007860.html consulting the members for feedback, advice and whether they’ve missed anything].
Comments by members on the osmf-talk<sup>*</sup> mailing list: [https://lists.openstreetmap.org/pipermail/osmf-talk/2021-June/thread.html#7860 thread 1], [https://lists.openstreetmap.org/pipermail/osmf-talk/2021-July/thread.html#7923 thread 2].
<small><nowiki>*</nowiki> ''[https://lists.openstreetmap.org/listinfo/osmf-talk osmf-talk] is the mailing list for OpenStreetMap Foundation members ([https://join.osmfoundation.org/ Join the Foundation]). All past messages are available [https://lists.openstreetmap.org/pipermail/osmf-talk/ here].''</small>
* [https://lite.framacalc.org/9oc7-osmf-possible-eu-successors Collaborative spreadsheet by the community].
* [https://files.osmfoundation.org/apps/onlyoffice/s/F3QNmG8JHz8iWp5 Spreadsheet with answers to the board's questions, sent directly to the board].
Please note that there were extensive discussions about Brexit and its effects by the [[Licensing_Working_Group|Licensing Working Group]] (LWG) ''(search the [[Working_Group_Minutes#Licensing_Working_Group|LWG minutes for "Brexit"]])'' and the issue was also previously discussed by OSMF members and the board.
<u>Board discussions in the past three years about relocation </u>
* 2022-05 [[Board/Minutes/2022-05#Options_for_OSMF_relocation_/_subsidiary|Reportage: Options for OSMF relocation / subsidiary]]
* 2021-10 [[Board/Minutes/2021-10-15#Analysis_of_options_for_OSMF_relocation|Analysis of options for OSMF relocation]] ''(Mid-month board chat, not open to observers)''
* 2021-07 [[Board/Minutes/2021-07-16#Spreadsheet_for_collating_information_on_a_possible_move_out_of_the_UK|Spreadsheet for collating information on a possible move out of the UK]]
* 2021-06 [[Board/Minutes/2021-06-11#Investigate_moving_OSMF_out_of_the_UK.2C_and_into_the_EU|Investigate moving OSMF out of the UK, and into the EU]] ''(mid-month board chat)''
|-
|}
* OSMF relocation put as a personal top priority. Is one of the longest action items, together with the HOT trademark agreement.
==== Other points ====
New members can:
* Take up [[Board/Minutes/2022-02-S2S|2022-02-26 and 27]] to rework [[Join_as_a_corporate_member#Membership_levels|Corporate Membership tiers]] ''[Session: Fundraising] - [[Board/Minutes/2022-02-S2S/Action_items_and_decisions#Action_items_from_2022-02_board_screen-to-screen_meeting|2022-02 screen-to-screen meeting]]''
* Rethink how we approach attribution, not as a legal thing but a communication one.
<u>Suggestion</u>: Instead of having just board discussions, it usually helps if a board member initially creates a rough draft and asks for feedback.
=== On Microgrants ===
{| class="wikitable"
|-
| ''Related action items:''
* ''(was on hold) [[Board/Minutes/2021-10-15#On_technical_work_and_community_work|2021-10-15]] (board chat) The board [[Board/Minutes/2021-10-15#On_technical_work_and_community_work|to draft a proposal for a second microgrants round]], including parameters (amount of money, source of funds, and selected recommendations from the [https://wiki.osmfoundation.org/wiki/File:OSMF_Microgrants_report_2020-21.odt final report] (.odt, 29 KB) by the [[Microgrants/Committee|microgrants committee]]) to be voted during the October board meeting.''
* ''[[Board/Minutes/2021-10#Microgrants_-_next_round|2021-10-29]] Guillaume [[Board/Minutes/2021-10#Microgrants_-_next_round|to suggest]] to the [[Microgrants/Committee|Microgrants committee]] to have microgrants throughout the year instead of doing rounds.''
|}
* Is it something for the board to do?
* We don't have a budget for [[Microgrants|Microgrants]].
* Fund small projects through the [[Engineering_Working_Group|Engineering Working Group]] (EWG). ''(Note: The EWG is currently managing project funding proposals for software projects. Their [[Engineering_Working_Group/Project_Funding_Framework|Project Funding Framework is here]])''.
<u>Suggestion</u>: Drop the action item above.
=== On board communication ===
{| class="wikitable"
|-
| ''Related action item:''
* ''[[Board/Minutes/2022-02-S2S|2022-02-26 and 27]] Board to make up a table with (date, board member, local chapter/other interest group/communication channel) where we keep track whether the people on the respective channel have heard of us or not. [Session: Board communication] - [[Board/Minutes/2022-02-S2S/Action_items_and_decisions#Action_items_from_2022-02_board_screen-to-screen_meeting|2022-02 screen-to-screen meeting]]''
|}
<u>Suggestion</u>: Drop the action item above, as the board is working on a communication strategy.
=== Decision ===
Board members to comment on the board Gitlab ticket about action items that can be dropped or taken up by the next board meeting. The comments will be used to clean up the action item list.
<u>Other points mentioned during discussion</u>
* We can always put things back on the list - dropping an action item does not mean dropping the topic.
* A lot of the action items have been proposed by past board members. If the action items have not been done by them, they can be dropped and the new board members to decide on what they want to do.
== Any other business - Appeal to the board ==
* The [[Data_Working_Group| Data Working Group]] (DWG) followed the right process in this case.
<u>Suggestion</u>: Create a Loomio vote and include a suggested text for a short email response.
'''Action item:''' Mateusz to create a new poll regarding the appeal to the board. ''(Post-meeting addition: [[Board/Minutes/2023-02#2023/Res05_Data_Working_Group_Ticket#2022120710000039_—_Issue_#23378|Poll here]]).''
== Next meeting ==
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