User:Woodpeck/Proposed Resolutions/Rules of Order for Board

From OpenStreetMap Foundation

This is draft sketch for a set of rules governing the work of the OSMF board. It is modelled after the "Geschäftsordnung des Vorstands" that we have in many German "Verein" type organisations. Some parts are modeled after http://meta.wikimedia.org/wiki/Wikimedia_Deutschland/Gesch%C3%A4ftsordnung. This document is work in progress and has not yet been discussed by the OSMF board.


Rationale

OSMF board work is partly governed by the Articles of Association but they are not precise enough. Which is good because the AoA are set in stone as far as the board is concerned - only an AGM can change the AoA.

Within the framework of the AoA, it makes sense for the board to regulate more precisely how they do their job. This document can be changed by the board themselves. It regulates not only how board members work together, but it also serves as a description of board mechanisms to outsiders. It makes clear what is required to effect a board decision, and what rights and responsibilities individual board members have.

A detailed rationale for some items is given in italics within the document; these parts are not part of the proposed resolution.

Proposal

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 have been agreed on by the board on YYYY-MM-DD and will remain in force until they are replaced by a new set of rules, or abolished altogether.

2. Board Duties

  1. The board governs the OSMF Foundation according to its principles and any concrete objectives that may have been set by the General Assembly.
  2. 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.
  3. Board members are expected to:
    • actively support and further the interests of the OSMF
    • participate in board meetings and decisions
    • perform any duties conferred to them by the Articles of Association or the General Assembly
    • give account of their work to the General Assembly and the members of the Association.
  4. 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 honestly.

Rationale for 4: Board members must stick to board decisions even if they don't agree; however they cannot be expected to put on a show of personally agreeing.

3. Confidentiality and Transparency

  1. Board members will treat as confidential all information they receive in their capacity as board members, unless such information has been previously published.
  2. This confidentiality agreement applies to board members even after they have left the board.
  3. All information a board member receives, or has access to, in their capacity as board members will be freely shared with all other board members.
  4. Notwithstanding the above, transparency vis-a-vis the OSMF members and the wider OSM public is a core pillar of OSMF board work, and OSMF board endeavours to publish as much as possible about their work in the form of minutes and other documents.

Rationale: Standard confidentiality rules; making sure that individual board members don't keep stuff to themselves; expressing the basic principle of by-design openness that acts as a counterweight to confidentiality.

4. Chairman

  1. The chairman is selected by the board members from their midst by a board decision.
  2. The chairman chairs all board meetings, or transfers this duty to another board member if he cannot attend.
  3. The chairman has a deciding vote in cases where there is a stalemate during a board meeting.

Rationale: Largely what the AoA say anyway.

5. Secretary

  1. The secretary is selected by the board members from their midst by a board decision.
  2. The secretary is responsible for organising board meetings (including the compilation and publication of agendas and minutes). He also manages Circular Resolutions (see below) and compiles and publishes the "board report" (see below).

Rationale: Define person responsible for some of the tasks given later.

6. Treasurer

  1. The treasurer is selected by the board members from their midst by a board decision.
  2. The treasurer keeps OSMF's bank accounts and authorizes payments in line with board decisions.
  3. The treasurer handles expense claims and publishes them pursuant to section xxx.
  4. The treasurer publishes OSMF's financial reports.
  5. The treasurer may enlist professional services to perform some of these duties in accordance with board decisions.

Rationale: Define person responsible for some of the tasks given later.

7. Authority to Represent

  1. In general, no board member is authorized to individually represent the OSM Foundation in excess of the limits of a concrete board decision.
  2. Board members are expected to make any third parties they communicate with aware of these limitations, and share the contents of any communication in which they participated as OSMF board members with the full board.
  3. The board may grant individual board members authority to individually represent OSMF in the context and within the limits of a specific project.

Rationale: Make totally clear that nobody can "speak for the OSMF board" without actually having discussed something with the others. Board is a team.

8. Means of Communication

  1. All important board communication should take place either during board meetings (see next section) or on the board email list.
  2. The board email list is private and accessible only to board members, but third parties can be invited onto the list by a board decision.
  3. Board members are expected to check their board email regularly. If they can foresee that this is not possible for them during certain times, they should inform the other board members accordingly.
  4. During one board member's declared absence from the mailing list, the other board members should attempt to reschedule discussions that fall within the area of interest of the absent board member, in order not to to deprive him of his voice.
  5. Approximately once a week, a "board report" will be compiled that contains an overview of items discussed on the board mailing list since the last report. This report should aim at giving a truthful picture of board activity, without going into unnecessary detail. The report is sent to the board mailing list, and board members have 48 hours to request corrections. After that, the report is published. If board has dealt with confidential matters, the report will refer to them and describe their nature in a way that upholds confidentiality.

Rationale: Make it clear that all important stuff belongs on the list, and what is on the list will by default also become public in a condensed fashion, but implement a filter. The important bit is that the default is to publish stuff, and not publishing stuff is the exception.

9. Board Meetings

  1. Board meetings can take place in the form of personal meetings, by voice communication, or online chat.
  2. The average frequency of board meetings should be XXX.
  3. Board members will be invited to a board meeting at least 7 days before the meeting takes place.
  4. Board meetings are restricted to board members, but guests can be invited by a board decision.
  5. The agenda for any board meeting will be closed 2 days before the meeting takes place, and will be published in advance of the meeting. During the meeting, the board cannot make decisions on topics not listed on the agenda.
  6. The quorum is met if at least 50% of board members are present. Board members not present do not have a vote, however if board makes a decision on a proposed resolution, non-attending board members can register their vote ahead of the meeting and be taken into account.
  7. All board decisions taken in a board meeting must be minuted. If votes are taken, the minutes will contain details on who voted for what. In addition, it is desirable to also minute the most important points of the discussion preceding a decision.
  8. Draft minutes are to be made available to all participating board members without delay after a board meeting. Participating board members will be given 48 hours to request corrections, and the draft minutes will then be published. Further corrections to the draft minutes are possible.
  9. Board can decide to omit items or details from the published minutes. In this case, full minutes will still be prepared but kept confidential, and public minutes will contain a truthful statement about the nature of the omitted item and the reason for omitting it.

Rationale: Override default AoA rules of 'unless otherwise determined, two shall be a quorum' and 'a member of the Board who is absent from the United Kingdom shall not be entitled to notice of a meeting'; enshrine publication of agenda and minutes; make sure that there cannot be any "surprise decisions" on last-minute items that were not on the agenda - fast decision making is available via circular resolutions if required.

10. Circular Resolutions

  1. Circular resolutions are board resolutions taken without a board meeting.
  2. Any board member has the right to request a circular resolution at any time, by emailing a proposed resolution together with a reasoning to the board mailing list. The reasoning should describe why the proposed resolution is in the best interests of OSMF.
  3. The proposed resolution becomes a board decision as soon as at least 50% of board members have agreed by making a clear statement to that effect on the board mailing list. It is then published without delay.
  4. If the proposed resolution has not garnered enough votes 7 days after it has been submitted, it is rejected.
  5. It is advisable for any board member who wants to request a circular resolution to invite interested board members to discuss the resolution first, in order to expedite the eventual voting process.
  6. do we need something where circular resolutions/proposals are numbered, maybe even with the name of the one tabling it, e.g. cr-poole-123 or so?

Rationale: Set up a clearly defined and efficient decision-making process that works on the email list and with minimum delay.

11. 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. A list of such gifts, including source and amount, is made available on the OSMF wiki.
  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.
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