Working Group Minutes/SWG 2011-06-20

From OpenStreetMap Foundation


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

Minutes (Draft)

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.

This week:

  • 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 Week:

  • Next meeting: 18:00 UTC Monday 4th July 2011

AoA Review document


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:
[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.
[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 -
[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:
[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!