Working Group Minutes/SWG 2011-06-20
From previous meeting:
- Henk to ask board what the minimum fee for corporate membership should be. No board meeting so this action is carried over.
- Thanks to Harry Wood for adding the forcewrap class to stylesheet.
- Board decisions require a majority of all board members. Board members can vote outside of the meeting if they are not present.
- Votes about people and positions will be by STV.
- Yes/No Votes will be a majority, except "major issues"
- Major issues include Constitutional and License Changes and these require a 2/3rds majority.
- Voting is by Paid up members (members should have joined more than 30 days ago), Proxy votes are permitted.
- Yes/No votes can be by show of hand for non-major issues, but for close votes or by request; the vote will be done by "paper"
- Henk to ask board what the minimum fee for corporate membership should be.
- Next meeting: 18:00 UTC Monday 4th July 2011
toffehoff joined the chat room. [19:00] chrisfl_: hey all [19:00] toffehoff: Hello! [19:00] toffehoff: Is it going to be the both of us? [19:00] Eugene joined the chat room. [19:01] toffehoff: Hello Eugene! [19:01] Eugene: Hello Henk! [19:01] Eugene: Chris too [19:01] chrisfl_: hi all [19:01] toffehoff: Looks like we're all here. [19:02] toffehoff: Are we happy with last weeks minutes? [19:02] toffehoff: http://www.osmfoundation.org/wiki/Working_Group_Minutes/SWG_2011-06-13 [19:03] Eugene: I think so. [19:03] toffehoff: I don't suspect Chris would object either. [19:04] toffehoff: .... since he made them [19:04] chrisfl_: indeeed [19:04] chrisfl_: happy [19:04] toffehoff: Thanks Chrisfl_ for making them. [19:04] chrisfl_: I see that the pre formatting is now sorted [19:05] toffehoff: There has not been a board meeting since our last meeting, so nothing to report [19:05] toffehoff: Have asked Harry Wood. He has added a css-class to them. [19:05] toffehoff: Thanks to Harry! [19:05] chrisfl_: yes; thanks to Harry [19:06] toffehoff: Going to our review doc. http://wiki.openstreetmap.org/wiki/Strategic_working_group/Articles_of_Association_Review [19:06] toffehoff: Changed the Membership section a bit. [19:07] chrisfl_: looks really good. [19:07] Eugene: yes, looks great [19:07] toffehoff: Thanks. [19:08] toffehoff: Subject for today. [19:08] toffehoff: Voting? Or how do we come to a decision? [19:08] toffehoff: Something else? [19:09] chrisfl_: sounds good to me [19:10] Eugene: both are good [19:10] toffehoff: OK. [19:10] toffehoff: I think we should make a difference in board meetings and general meetings. [19:11] toffehoff: Board meetings: meeting is quorate when more that half the votes are present. [19:12] chrisfl_: I think that's fine. [19:12] Eugene: yes [19:12] toffehoff: Board meetings: decisions should preferably be unanimous [19:12] toffehoff: however, need to have 2/3 of votes. [19:13] toffehoff: (just throwing it out there....._ [19:13] chrisfl_: I'm not sure if it needs to be 2/3 rd's? [19:13] chrisfl_: I would be happy with a 50% majority. [19:14] toffehoff: Say we have a board of 7. [19:14] toffehoff: How many votes do we need to have a decision? [19:14] toffehoff: 4? [19:14] toffehoff: 5? [19:14] chrisfl_: 4 [19:15] Eugene: look, we have say a board of 10 and only 5 are present. Then 50% of votes mean 2.5 (say 3). That means that 3 people make a decision for 10. Isn't that strange? [19:16] Eugene: shouldn't it be 50% of board members (not votes)? [19:16] chrisfl_: but we don't want to be in a position where the board can't make a decision because a few people don't turn up. [19:16] Eugene: sure [19:16] chrisfl_: 1 board member = 1 vote for board decisions. [19:16] toffehoff: But Eugene has a valid point. [19:17] padded_mackerski joined the chat room. [19:17] toffehoff: We could also say that the board has reached a decision when more that half the votes are in favor. [19:17] chrisfl_: yes - that would work [19:17] toffehoff: Not restricting it to votes present. [19:18] chrisfl_: so members not present can vote "offline" [19:18] toffehoff: That would be up to the board. [19:19] Eugene: yes, that makes more sense [19:19] toffehoff: ... saying half the votes, I mean more that half. [19:19] chrisfl_: that makes sense to me. [19:19] toffehoff: Otherwise it would not be a majority. [19:20] chrisfl_: I also suggested in the past, that the Chair would not normally vote except in cases of a tie? [19:21] toffehoff: Well, if we would say that more than half the votes are needed. Do we still need to say something about the Chairmans' vote? [19:22] toffehoff: Think it's valid for general meetings, tough.... [19:22] chrisfl_: Well in a case where there are 10 members and 5 vote one way and 5 the other... [19:23] chrisfl_: (never a problem if the number of members of the board is odd - ex cept if someone abstains) [19:23] toffehoff: Than it is not a "more than half". [19:23] chrisfl_: okay so 5 and 5 would be a no vote. That works for me. [19:23] Eugene: me too [19:23] toffehoff: Yep, that's the idea. [19:24] toffehoff: AGM / EGM? [19:25] toffehoff: Votings about people / positions should be by STV. [19:25] chrisfl_: yes [19:25] toffehoff: Single Transferable Vote that is. [19:26] toffehoff: And about other proposals? [19:27] chrisfl_: Yes/No should be a simple majority. [19:27] toffehoff: Like: accepting a annual budget.... [19:28] toffehoff: Are there also "major issues" that would need more than a simple majority? [19:28] chrisfl_: Yes there are.... [19:29] toffehoff: .... which are not mentioned in the Articles [19:29] Eugene: there should be [19:29] toffehoff: Can we define what major issues are? [19:29] chrisfl_: so constitutional changes [19:30] toffehoff: ok [19:30] toffehoff: License? [19:31] Eugene: absolutely [19:31] chrisfl_: yup [19:31] toffehoff: We will have the constitution covered in the articles (entrenching etc) [19:32] toffehoff: License is covered by the CT [19:32] toffehoff: Or are the other scenario's possible? [19:34] chrisfl_: So should be also include a poll of Foundation Members then Community members as per the CT's [19:34] toffehoff: For what? [19:35] chrisfl_: license changes [19:36] chrisfl_: the only other thing I can think of for a 2/3rd's vote would be the constitutional changes as above; [19:36] toffehoff: CT: "be chosen by a vote of the OSMF membership and approved by at least a 2/3 majority vote of active contributors." [19:37] toffehoff: ... about license changes... [19:37] toffehoff: The interesting thing is here "the vote of the OSMF membership" [19:38] toffehoff: Is that simple majority? [19:38] toffehoff: ... or does it need to be a 2/3 majority [19:39] Eugene: I would prefer 2/3 [19:39] chrisfl_: i think I would say 2/3rd's as well. [19:39] toffehoff: OK. (me too ) [19:39] chrisfl_: Is there a scenario where we wouldn't want 2/3rd's [19:40] toffehoff: Accepting on the annual finances? [19:40] chrisfl_: I'm happy with 50% [19:41] Eugene: Honestly saying, in my opinion 2/3 is always better [19:41] Eugene: but I understand that it simply can't be reached sometimes [19:41] toffehoff: And unanimous is even better [19:42] chrisfl_: [19:43] toffehoff: So, can we say everything except constitution and license need simple majority. [19:43] toffehoff: Constitution and license need 2/3 majority. [19:43] chrisfl_: yes [19:43] Eugene: yes [19:44] toffehoff: OK [19:44] toffehoff: And... the chairman only votes when tie. [19:45] toffehoff: Now.... who may vote? [19:45] toffehoff: - Paid up members... [19:45] chrisfl_: yes [19:45] toffehoff: Do they need to be present? [19:46] Eugene: no [19:46] chrisfl_: We should allow proxy votes [19:47] toffehoff: Sure [19:47] toffehoff: ... can people who sign up for membership at the door also vote? [19:48] chrisfl_: not sure... I'm going with yes because we want to encourage membership and participation... [19:49] toffehoff: I see that we talked about it earlier and mentioned 30 day membership.... [19:49] chrisfl_: yes I think that's what we agreed. [19:50] Eugene: yes, but only those who registered 30 days before event or earlier [19:50] toffehoff: What do you mean with registered, Eugene? [19:50] Eugene: sorry, signed up [19:50] toffehoff: OK [19:51] Eugene left the chat room. (Remote host closed the connection) [19:52] toffehoff: Voting, is that by raise of hand? [19:52] Eugene joined the chat room. [19:52] toffehoff: Welcome back Eugene. [19:52] toffehoff: Voting, is that by raise of hand? [19:53] chrisfl_: I'm not sure how to word it. I would say yes except if the vote is close or someone requests a closed vote. [19:53] Eugene: sorry, Opera closed by itself [19:53] chrisfl_: ? [19:53] toffehoff: Hope you meant Opera as browser Opera .... [19:54] chrisfl_: [19:54] toffehoff: I was thinking of if it's about people, then votes should be by ballot. [19:54] toffehoff: well ..... STV already says that [19:55] chrisfl_: indeed. [19:56] chrisfl_: This would be for motions, for example approving budget... [19:56] toffehoff: Sure [19:57] chrisfl_: if we have to do a paper vote for everything the meeting could be slow. [19:57] Eugene: Very slow [19:57] toffehoff: Oh yes... [19:58] toffehoff: but, can members ask for a paper vote? [19:58] chrisfl_: yes? [19:59] Eugene: yes [19:59] toffehoff: o [20:00] toffehoff: k [20:00] toffehoff: It's at the hour. [20:01] toffehoff: Anything else needs to be discussed today? [20:02] chrisfl_: think we've covered lots of ground [20:02] toffehoff: +1 [20:02] padded_mackerski left the chat room. (Quit: Colloquy for iPad - http://colloquy.mobi) [20:03] toffehoff: Next week I'm in Southampton. [20:03] toffehoff: Not sure if I'm available. [20:03] chrisfl_: shall we meet the week after then? [20:03] toffehoff: That would be great. [20:04] Eugene: I agree [20:04] toffehoff: In the mean time, let's try and make something like a proposal out of this. [20:04] chrisfl_: good plan; should be talk to Francis and get some feedback from him? [20:05] chrisfl_: We should also post on talk at some point... [20:05] toffehoff: Y [20:05] toffehoff: That 's also on my todo lis. [20:05] chrisfl_: I've some draft minutes at: http://www.osmfoundation.org/wiki/Working_Group_Minutes/SWG_2011-06-20 [20:06] toffehoff: yes on making the proposal public for discussion. [20:06] chrisfl_: just reading back to check if I've missed or mis-represented anything. [20:07] toffehoff: Looks good to me (at first glance). [20:07] Eugene: Yes [20:07] chrisfl_: thanks. [20:08] toffehoff: Thank you all for being here! [20:08] chrisfl_: Shall we close the meeting then. [20:08] toffehoff: 'Till in two weeks!