Working Group Minutes/SWG 2011-04-18

Attendance

IRC	Name	Present
_chrisfl	Chris Fleming	y
Eugene	Eugene Usvitsky	y
toffehoff	Henk Hoff	y
Minutes

Need to get in touch with interested parties.
Consensus is that we will steer clear of changes beyond how the foundation is governed, for example we will not consider any kind of specifics for working groups.
Henk is going to get details of a possible lawyer.
Next meeting: 17:00 UTC Monday 25th April 2010
IRC Log

[17:03] Eugene: Hello everyone!
[17:03] _chrisfl: hi.
[17:04] _chrisfl: Henk has just sent an e-mail to say he's delayed.
[17:04] Eugene: yes, I've seen
[17:05] Eugene: what we'll be doing?
[17:05] _chrisfl: Have you seen the wiki page that I've been working on:
[17:05] _chrisfl: http://wiki.openstreetmap.org/wiki/Strategic_working_group/Articles_of_Association_Review#Administrative_changes
[17:05] Eugene: no
[17:06] Eugene: give me a few minutes to read
[17:06] _chrisfl: I'm trying to keep a track of the various aspects that we need to look at/ have looked at.
[17:13] Eugene: for now everything seems quite good
[17:16] Eugene: have you seen my e-mail about possible discussion members?
[17:16] _chrisfl: yes the 2 people that I have been planning on getting in-touch with are Peter Miller and
[17:18] _chrisfl: who's name I can't find at the moment
[17:18] Eugene: ok
[17:19] Eugene: noone from them  is in my list so I can contact them
[17:20] _chrisfl: I'm just checking back through old logs
[17:21] Eugene: I don't think it is so important
[17:22] _chrisfl: It was in the meeting where we decided to setup our sub committee
[17:24] Eugene: Anyway, if we both contact someone it will not be very bad
[17:24] _chrisfl: no
[17:25] _chrisfl: Probably worth pointing them to the wikipage as well as to these meeting, that way they can keep an eye on what's happening.
[17:25] Eugene: sure
[17:26] Eugene: Do you know is Working Groups work described somewhere officially? I mean should we include them in AoA and set their duties and responsibilities?
[17:27] _chrisfl: I don't think that working groups need to be constitutionally blessed, unless they had a particular power.
[17:28] _chrisfl: But they are more advisory to the board, or within the members powers. (for example as members we can propose changes to the AoA)
[17:29] Eugene: yes, but DWG apparently has some power directly related to project work and TWG has it, too
[17:30] _chrisfl: yes but these aren't constitutional.  Think of the power of managers in a company.
[17:30] _chrisfl: If we did want to formalise something then we could propose some kind of standing order.
[17:31] _chrisfl: although I think that they would traditionally by more procedual.
[17:32] Eugene: I believe we should do it at least for DWG because now they can remove any data without any clear power that was given to it by community and/or OSMF
[17:32] Eugene: I've seen some questions about it already why they do so without this formal agrrement from community members
[17:32] _chrisfl: effectively the board blesses the power of the DWG and TWG within constraints. recorded ion board minutes and decisions.
[17:32] _chrisfl: hold on a second I need to talk to someone.
[17:33] Eugene: ok
[17:44] _chrisfl: sorry back
[17:44] _chrisfl: got caught by a manager 
[17:45] _chrisfl: Yes I think that possibly the board needs to write some clear guidelines on where power resides. So far everything that the DWG has done seems to have been justified by me, and is traceable.
[17:45] toffehoff joined the chat room.
[17:45] _chrisfl: But a lot of what we're looking at is transparency.
[17:46] _chrisfl: Hi toffehoff
[17:46] toffehoff: Hi all
[17:46] toffehoff: sorry for being late....
[17:46] Eugene: Hello Henk
[17:46] toffehoff: good to see you're still here 
[17:46] Eugene: _chrisfl: for me it's too clear and justified but we are not everyone 
[17:48] toffehoff: What's the subject?
[17:48] _chrisfl: we were just discussing the roles of working groups.
[17:49] Eugene: the roles and formal documents describing their powers
[17:49] _chrisfl: current discussion: http://pastebin.com/X6T8FcBs
[17:51] • toffehoff reading...
[17:52] _chrisfl: I still think that it's a problem that is outside of the scope of the AoA which is really about how OSMF is governed not the internal workings.
[17:53] toffehoff: yes, I would also say we need to say that in our .....
[17:53] Eugene: I don't insist on including this in AoA, I just wanted to know is it described somewhere or not.
[17:54] _chrisfl: so for the data working group the wiki page says who and what: http://wiki.openstreetmap.org/wiki/Data_working_group
[17:54] toffehoff: ..... my computer is very slow .... 
[17:55] toffehoff: ... don't know the english word for what I was looking for.
[17:56] _chrisfl:
[17:56] toffehoff: Something with procedings...?
[17:56] _chrisfl: Proceedings I think covers it, or list of decisions....
[17:57] _chrisfl: For example the Board agreed to setup X working group to do XXXX where XXXX
[17:57] toffehoff: Normally you would have something like that the board may form working groups to do something.
[17:58] toffehoff: it should them be minuted as part of a board meeting.
[17:58] toffehoff: But giving the board the right to do so should be mentioned somewhere.... Don't know whether that should be the AoA
[17:59] toffehoff: It's basicly the board delegating some of it's tasks.
[17:59] _chrisfl: I think that's probably covered by the powers of the board and covered by Companies Act.
[17:59] toffehoff: The board is still responsible for what's done by the Working Groups.
[18:00] _chrisfl: yes
[18:00] Eugene: yes
[18:00] toffehoff: So, if the board is responsible, their should not be anything major about this in the AoA.
[18:01] toffehoff: ... but in some other document explain a bit more how we functional in a more procedural way.
[18:01] Eugene: I raised this question just because the closer we are getting to final license change the more people are getting nervous and start looking for any formal rights and duties.
[18:01] toffehoff: ... again, forgot the word ....
[18:02] toffehoff: OK
[18:02] toffehoff: What are they worried about then?
[18:03] toffehoff: ... and how should we handle that in the AoA
[18:03] toffehoff: ?
[18:03] _chrisfl: that was the question
[18:04] Eugene: I'm not sure that this should be handled in AoA directly or in some other procedural document. Perhaps, this question can be answered by lawyer only.
[18:04] _chrisfl: yes, I don't think that any of the  Working groups are "fixed" enough to require constitutional ratification.
[18:04] Eugene: I've seen discussions that DWG delete data but there were neither community nor OSMF decisions authorising them to do so.
[18:05] Eugene: For this project I'm sure at least DWG and TWG are fixed forever.
[18:05] _chrisfl: although DWG does have board members, so they are rtesponsible.
[18:05] _chrisfl: forever is a long time. A lot may change in 5 years.
[18:06] toffehoff: Right. If data is being deleted, we need to have a valid reason.
[18:06] toffehoff: Like copyright infrigment
[18:06] Eugene: sure.
[18:07] _chrisfl: This is good: http://www.legislation.gov.uk/ukpga/2006/46/notes/division/5/30/6
[18:07] _chrisfl: "The company’s constitution may also set out the purposes of the company, especially in the case of an altruistic company which has purposes other than the benefit of the company’s members. It is very important that directors understand the purposes of the company, so that they are able to comply with their duty to promote the success of the company in section 172."
[18:07] Eugene: _chrisfl: I mean by project nature (if it won't change radically) there will also be people dealing with technical staff and with data deletion/mass import.
[18:07] _chrisfl: also "Under section 171 a director must act in accordance with the company’s constitution."
[18:08] _chrisfl: yes. But the structure may change.
[18:08] _chrisfl: So we could include things to specifically bind what the board can and can't do.
[18:08] Eugene: If it changes AoA will be changed.
[18:09] Eugene: yes, I agree.
[18:09] toffehoff: _chrisfl: that's going to be very difficult.
[18:09] _chrisfl: yes but is that actually necessary.
[18:09] _chrisfl: toffehoff I never said it was a good idea.
[18:10] toffehoff: I would say that that should not be in het AoA
[18:10] toffehoff: If the members think the board should go in a certain direction.
[18:10] _chrisfl: yes, but in this forum it's worth being aware that it could be.
[18:10] toffehoff: they could set up an proposal and bring it to vote at the AGM
[18:11] _chrisfl: yes.
[18:11] Eugene: +1
[18:11] toffehoff: You don't want to tighten the AoA too much.
[18:11] _chrisfl: I think for now we want to make sure that the fundamental structure of the AoA is appropriate.
[18:12] _chrisfl: for example how we vote.
[18:12] toffehoff: Sure.
[18:12] _chrisfl: How future changes to the AoA may be made.
[18:12] toffehoff: that too.
[18:12] Eugene: yes
[18:12] _chrisfl: Recording the overall aims of OSMF.
[18:13] _chrisfl: and leave even more controversial changes for others in the future.
[18:14] • _chrisfl suspects that most people aren't cognisant of the abilty to propose changes.
[18:14] _chrisfl: Right I need to head home.
[18:15] • toffehoff thinks _chrisfl might be right....
[18:16] toffehoff: OK, what to do next?
[18:16] toffehoff: I'm going to chase Mikel for the lawyer he's thinking of.
[18:16] _chrisfl: I think we need to be a little more focused in future meetings,
[18:16] _chrisfl: having someone to bounce things off will be really good.
[18:17] Eugene: yes, that's right.
[18:17] _chrisfl: Do we want to meet same time next week or would an hour earlier or later be better?
[18:17] toffehoff: I'm going to find out which other legal guys we may be able to contact.
[18:17] _chrisfl: sounds great.
[18:17] toffehoff: An hour later would be helpfull 
[18:18] Eugene: I'll contact people from the list Blackadder offered me.
[18:18] _chrisfl: that would be fine for me.
[18:18] _chrisfl: so next meeting is next monday at 17:00 UTC
[18:18] toffehoff: thanks Eugene
[18:18] Eugene: It doesn't matter for me. An hour later is fine.
[18:18] toffehoff: Great.
[18:18] toffehoff: Next week one hour later.
[18:18] toffehoff: Who has logged this?
[18:19] _chrisfl: I have a log, will upload to wiki once we close.
[18:19] _chrisfl: We should approve previous minutes.
[18:19] toffehoff: Thanks _chrisfl
[18:19] toffehoff: O yes.... 
[18:19] toffehoff: next week? Or do you still have time?
[18:19] _chrisfl: I'm happy with them.
[18:20] toffehoff: Me as well ....
[18:20] _chrisfl: There were only 2 of us last week 
[18:20] toffehoff: Well, looks like they are approved!
[18:20] Eugene: I remember  Sorry for that.
[18:20] toffehoff: Thats quick 
[18:20] _chrisfl: cool. Lets say previous minutes approved and hope that rweait doesn't read this 
[18:20] _chrisfl: cool meeting closed