Working Group Minutes/SWG 2011-05-2

From OpenStreetMap Foundation


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

Also observing Ian Dees (iandees) and Richard Fairhurst (RichardF)

Minutes (Draft)

From previous meeting:

  • Reviewed mail for communication tom osmf-talk mailing list. Chris will get this out Monday evening. *Done.*
  • Chris will e-mail osm-talk. *Still to do.*
  • Henk will e-mail legal-talk for a laywer. *Response from Francis Davy, in progress*
  • Discussion on trying to find a lawyer and some of the practicalities on getting advice.
  • Henk will talk to board about budget for legal assistance.
  • Need to put a timetable together for changes. Currently aiming for AGM at SotM. We need to work back from here. Discuss with Strategic on Friday. *Strategic and Board are happy with this*
  • Need to add text explaining what AoA is for to to wiki page. Henk, will draft this. *Still to do*

This week:

  • We agreed that we're not making any specific provisions for Local Chapters in the articles, subject to feedback from localchapters group.
  • Discussed adding text along the lines for proposal of Resolutions by members that they require "support of x percentage of the members submitted y days before the meeting." where x=20% and y=1 month.


  • Henk to arrange a meeting with Francis.
  • Chris to Add Special Resolutions into proposal on wiki page.
  • Make sure that all topics for discussion are listed on wiki page.
  • Need to add text explaining what AoA is for to to wiki page. Henk, will draft this.

Next Week:

  • Next meeting: 17:00 UTC Monday 9th May 2011
  • Start working through proposed changes.


toffehoff:Hi Ian, great to have you here!±
[19:02]toffehoff:So, this is todays group of people?
[19:03]toffehoff:Eugene, chrisfl_ and iandees?
[19:03]iandees:are you guys actually having a meeting? i was just trolling but i'll be happy to stay and listen
[19:03]Eugene:It seems so.
[19:04]toffehoff:A meeting of the AoA subcommittee ...
[19:04]Eugene:iandees: We always welcome everyone to join us. You know, AoA are so interesting! 
[19:04]iandees:what's AoA?
[19:04]toffehoff:Articles of Association
[19:04]iandees:oh fun 
[19:05]toffehoff:Way much more interesting than logo's 
[19:05]toffehoff:Last week:
[19:05]toffehoff:iandees: are you staying on? You're welcome ....
[19:06]iandees:sure, i'll stick around and probably be quiet.
[19:07]toffehoff:Let's start with some updates of what has been done last week....
[19:07]toffehoff:Chrisfl_, you've mailed on osmf-talk....
[19:08]chrisfl_:Yes, I got a reply
[19:08]chrisfl_:from Andrew Turvey.
[19:08]chrisfl_:But I've not had time to get back to him 
[19:08]toffehoff:Not by any change Turner?
[19:09]chrisfl_:Yes, He was involved in the Wikimedia UK setup so has some experience in this area.
[19:09]chrisfl_:Definitly Turvey
[19:09]toffehoff:Oh, UK, that guy Turner lives in US.
[19:09]toffehoff:You'll contact him this week?
[19:10]chrisfl_:Yes, I'll get back to him and let him know that he's welcome to attend and also ask some questions
[19:11]toffehoff:I've send a mail to legal-talk.
[19:11]chrisfl_:such as does he have any experiece with lawyers
[19:11]chrisfl_:any response?
[19:11]toffehoff:Also got a response.
[19:11]toffehoff:From Francis Davy
[19:12]toffehoff:He is a barister and willing to help us out.
[19:12]toffehoff:He currently is involved with One Click Orgs project to set up a set of articles.
[19:13]toffehoff:I've responded to him today
[19:13]Eugene:Great news!
[19:14]toffehoff:asked him how we could best start off (face-to-face, phone, IRC).
[19:14]toffehoff:.... amongst others .....
[19:15]toffehoff:Francis was on my list, but (unknown to English law), I thought this was not in the area of expertise of barristers ....
[19:15]toffehoff:Did some reading on what barristers are (in the mean time)....
[19:16]toffehoff:Absolutely great having him within OSM.
[19:16]toffehoff:Talked with board about timeline...
[19:17]toffehoff:They have no problem with getting a first draft ready for discussion in Vienna and have a final version ready for AGM in Denver.
[19:18]chrisfl_:cool, my only concern is making sure the AGM has enough time in Denver, in case anyone wants to discuss changes.
[19:18]toffehoff:Getting a first draft ready for Vienna is going to be challenging 
[19:18]Eugene:We have almost 2 months.
[19:19]toffehoff:Let's see how much discussion we'll have in Vienna....
[19:19]chrisfl_:only 8 meetings... (or possibly less)
[19:19]toffehoff:Still have to work on an explanatory text on AoA.....
[19:20]toffehoff:Anything else to mention?
[19:20]chrisfl_:I didn't mail talk.
[19:21]Eugene:I didn't get any responses so nothing from my side...
[19:22]chrisfl_:I saw that there is a working group for chapters. Any feedback yet on how we are going to structure them?
[19:22]toffehoff:Ah, yes.
[19:22]toffehoff:Chapters are going to be independent from the Foundation.
[19:23]Eugene:At least for now.
[19:23]toffehoff:However, voting rights is not clear (chapters having voting rights within Foundation).
[19:24]toffehoff:But also for the Chapters, we may have the same timeline (discussion in Vienna, decision in Denver).
[19:25]chrisfl_:good question, if chapters were to have voting rights (ie be members) how would that work for votes.
[19:25]chrisfl_:ie. 1 vote or block votes
[19:26]toffehoff:There should be a distinction between individual members and the chapters.
[19:26]toffehoff:However, I can see an outcome that says that chapters do not have voting rights within the Foundaiton....
[19:27]chrisfl_:So what we currently have on the wiki page:
[19:27]toffehoff:Right, that is still the question.
[19:28]Eugene:Sorry for asking but is there a clear legal definition of what chapter is? And will it differ somehow from some other company/organization?
[19:28]chrisfl_:is what we have said, for now should we say that we don't need to worry about voting rights or Local Chapters as members of any kind?
[19:29]toffehoff:I would not focus the discussion on that right now.
[19:29]Eugene:I mean they are not registered in UK and thus not a subject of UK law. Perhaps, this question is already answered by someone like Wikimedia Foundation...
[19:30]chrisfl_:I think that each one needs to do whatever is required in there country.
[19:30]toffehoff:Local Chapters will be local organisations governed by local laws.
[19:31]toffehoff:They will have an agreement with the Foundation on how they work together.
[19:31]chrisfl_:yes, the only question will be if they include a clause "associating" themselves with the foundation.
[19:31]toffehoff:Draft agreement:
[19:31]Eugene:I know but in UK's OSMF they will have some right to, say, vote.
[19:32]chrisfl_:at the moment I think we're saying that they won't??
[19:33]Eugene:Ok, forget about it. When they'll have a right to vote than we'll raise it again.
[19:33]toffehoff:But let's not have the local chapters discussion here ....
[19:33]toffehoff:Eugene: yes.
[19:33]Eugene:Yup. Sorry again.
[19:33]chrisfl_:cool -so for now we agree that we're not making any specific provisions for Local Chapters in the articles, subject to feedback from localchapters group.
[19:35]chrisfl_:cool. What do we want to discuss next?
[19:35]toffehoff:sorry guys, but the coffee is making me feel like going to a certain place .....
[19:35]chrisfl_:we can hold for a moment.
[19:35]RichardF:I hope that's being minuted
[19:36]iandees:i didn't see a motion
[19:36]toffehoff:back ....
[19:36]RichardF:indeed - thank goodness this isn't videoconferencing
[19:36]toffehoff:Oh, so that does wake up the rest ...
[19:37]toffehoff:.... I mean the coffee machine .... 
[19:37]toffehoff:Anyways, what to discuss next.
[19:38]chrisfl_:Pick something from the wiki page.
[19:39]•toffehoff trying to find the wiki page in this forest of open windows....
[19:40]toffehoff:got it, thanks.
[19:42]toffehoff:Do we miss anything that is not mentioned on the wiki page?
[19:42]chrisfl_:Good start.
[19:42]chrisfl_:I think I've given everything a heading.
[19:42]chrisfl_:but we may well find new stuff to think about.
[19:43]toffehoff:What about proposals....
[19:43]toffehoff:or how are they called ....
[19:44]chrisfl_:do you have an example?
[19:45]•toffehoff scratching behind my ear
[19:46]toffehoff:.... if the members want something changed on a subject that is not on the agenda of the AGM
[19:46]chrisfl_:So member proposals during a meeting.
[19:47]toffehoff:or before in order to get something on the agenda.
[19:47]toffehoff:ah..... the word is resolution....
[19:47]chrisfl_:members resolutions?
[19:48]chrisfl_:Cool we do want to make sure this can happen.
[19:48]toffehoff:Something like, that it needs to have the support of x percentage of the members and needs to be submitted x days before the meeting.
[19:49]Eugene:That would be useful.
[19:49]toffehoff:There must be some boilerplate text somewhere that can be used....
[19:49]chrisfl_:I'm just looking at what is in Companies Act
[19:51]chrisfl_:So how many members to propose a resolution and how much notice do we think is required?
[19:52]toffehoff:Would we like to have a number of members, or a percentage of members?
[19:53]Eugene:Percentage is better.
[19:54]toffehoff:Just throwing out a number: how does 10% sound?
[19:54]chrisfl_:10% is possibly quite high?
[19:54]Eugene:I thought of the same number 
[19:55]chrisfl_:just to get something on the Agenda.
[19:55]toffehoff:This should be members that would like to have the resolution discussed.
[19:55]toffehoff:They do not need to agree with the resolution.
[19:56]chrisfl_:true - at the moment how many people would that be?
[19:56]toffehoff:Euh ... about 20 ....
[19:57]chrisfl_:okay - 10% sounds reasonable. I was thinking 10- 20 people.
[19:57]toffehoff:Let's also have the number open for discussion.
[19:58]toffehoff:The main objective is not to have things on the agenda the rest of the meeting does not find interesting enough to talk about.
[19:59]toffehoff:Days of notice .... 3 weeks?
[19:59]toffehoff:.... again just throwing out a number ....
[19:59]Eugene:1 month?
[19:59]chrisfl_:This is the companies act bit:
[20:00]chrisfl_:I think 1 month is good
[20:01]toffehoff:ok ....
[20:01]toffehoff:chrisfl_ can you also link those Company Act texts in the wiki-page?
[20:02]chrisfl_:Will do - I have a link to the main act but can put in more specific links.
[20:02]toffehoff:It's just passed the hour ....
[20:03]Eugene:Indeed... I haven't noticed 
[20:04]toffehoff:Time is going fast when you're having fun 
[20:04]toffehoff:Let me try and arrange a meeting with Francis.
[20:05]chrisfl_:I've tried to keep up with minutes are we've been talking:
[20:05]toffehoff:chrisfl_: looks good!
[20:06]toffehoff:Will you paste in the irc-log?
[20:06]toffehoff:Or shall I?
[20:06]chrisfl_:will do
[20:07]toffehoff:I think we've touched every subject of the AoA the past weeks.....
[20:07]chrisfl_:Cool - can we try and make sure that eveything we want to cover is listed on the wiki page then we can work down the page as an Agenda?
[20:08]toffehoff:OK, If we all think of something we've missed, add it to the wiki page this week.
[20:08]chrisfl_:great all. Also I presume we're all happy with last weeks minutes?
[20:09]chrisfl_:Next meeting same time next week?
[20:09]toffehoff:... on both questions....
[20:10]toffehoff:Talk to you later then...