Working Group Minutes/SWG 2011-07-11

Attendance

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

We were also joined by Francis Davey, and Richard Fairhurst admitted to spectating.

Minutes (Draft)

From previous meetings:

Henk to ask board what the minimum fee for corporate membership should be. No board meeting so this action is carried over.

This week:

Charity Status: If we want to look at Charity Status then "You would need to drop having a casting vote for a chair in general meetings which is something they are against.and you'd have to make sure your objects were charitable".
Charities are covered by the Charities Act: http://www.legislation.gov.uk/ukpga/2006/50/section/2
Charities provide a Asset Lock, by there very nature, however there are some downsides in terms of profitable activities and commercial activites. But these can be worked around by creating new organisations for these activities.
Financial factors are not so important, as most of OSMF revenue is from outside the UK.

Company Members: A member is contractually bound (to some extent anyway) by the company's constitution. Someone can't become a member without consenting. This means we need to change the membership process.
You could state that a membership fee would be set (say by the board), so you don't need the sum of money in the articles, but the rules on membership need to be there.they would be listed separately in your register of members or distinguished in some way

Steps Forward: We need to add some more details, especially on the Asset lock before the Articles can be drafted.

Actions:

What do we need to do for Membership Signup?
We need to get Community Feedback.
More details especially around asset lock needs to take place.

Next Week:

Next meeting: ?

AoA Review document

IRC Log

- Monday 11 July 2011, 19:11 -

- toffehoff, 19:11 -
Anyways, 10 minutes past the hour.
Talking about the devil.
Hi Chris.

- francisdavey, 19:11 -
hi

- chrisfl_, 19:11 -
Hi sorry, was delayed leaving the office :-(

- toffehoff, 19:11 -
Was just about the start without you.
With us is Francis Davey. Welcome.

- chrisfl_, 19:12 -
Hi

- Eugene, 19:12 -
Hi Chris

- toffehoff, 19:12 -
Just a quick look at minutes of previous meeting.
http://www.osmfoundation.org/wiki/Working_Group_Minutes/SWG_2011-07-04
Any comments or objections?

- chrisfl_, 19:13 -
I'm happy

- Eugene, 19:13 -
Me too

- toffehoff, 19:14 -
Excellent.
With Francis here, are there any specific questions for him.
- Do we need to make any special statements in the articles if we want to become a charity in the near future?

- francisdavey, 19:15 -
That's quite a big question. Ultimately the Charities Commission will check through the articles, which may take a while if they are bespoke rather than model articles.
You would need to drop having a casting vote for a chair in general meetings which is something they are against.
and you'd have to make sure your objects were charitable - which goes without saying

- toffehoff, 19:17 -
Is there a definition of "charitable"?

- francisdavey, 19:17 -
You would probably need some clear rules about the use of assets etc only for the charitable objects, but mostly it will be up to the commission.
Yes, in England and Wales in the Charities Act 2006
http://www.legislation.gov.uk/ukpga/2006/50/section/2
but there's considerable case law, some of which is relevant to the 2006 act.

- toffehoff, 19:19 -
This doesn't sound too bad.
read: workable.

- francisdavey, 19:19 -
Deciding on objects is a rather different question though. I am afraid I haven't given it any thought before now.
But the Charities Commission has some excellent starter guidance on becoming a charity.
I'd strongly suggest reading it through and then if you had any specific legal questions asking me about them.
OSM's activities may fall under more than one of section 2(2), so you may want to think about that.

- chrisfl_, 19:20 -
Would this be along the same kind of lines that we need for Asset Locking and Entrenching values?

- francisdavey, 19:21 -
asset locking would follow if you became a charity or a community interest company
that's a separate point from entrenchment. Any company can entrench provisions in its articles.

- toffehoff, 19:23 -
and you do not need to be a charity to have Asset Locking...

- francisdavey, 19:23 -
Some organisations separate ownership of IP and other assets from the day to day membership organisation. So you might have several different corporate entities doing different things, with cross-licensing. I'm not suggesting you do that, but I'm letting you know its a possibility.
Well, CIC's have an asset lock, but they aren't amazingly popular.

- toffehoff, 19:24 -
CIC's meaning ...

- chrisfl_, 19:24 -
https://secure.wikimedia.org/wikipedia/en/wiki/Community_interest_company

- toffehoff, 19:24 -
thanks.

- francisdavey, 19:25 -
Entrenchment in the articles can be used to control all sorts of things, including the use of assets, but it requires careful drafting and can be overridden by 100% of the members or whatever lesser number is indicated in the constitution.
Thanks Chris. Yes, CIC's are an attempt to allow community asset locking without some of the restrictions (in particular on profit making) associated with charities.

- chrisfl_, 19:28 -
As far as I know the current reason for not going for charity status is, the possibility of wanting to engage in more political activity and the additional paperwork

- francisdavey, 19:28 -
Hopefully that all makes sense. Charities do several separate jobs: (1) they have a useful tax status; (2) they allow for a certain degree of asset locking (in the sense that assets will generally remain in charitable hands - though of course assets can be sold etc);

- chrisfl_, 19:28 -
So a CIC would still prevent political activity
For OSMF the asset we really care about is the database?

- francisdavey, 19:29 -
So, the solution to that would be to have more than one organisation. An asset-owning charity and a political arm. Amnesty works with 3 main organisations I think.
I understand that is right. Assuming you own database rights in the database then its a reasonably valuable asset.

- chrisfl_, 19:30 -
that makes sense.

- francisdavey, 19:30 -
But I'm not going to get into that question of IP which I think is beyond the scope of this meeting. What's important is, if there is any value in it, then its ownership is important to OSMF

- chrisfl_, 19:30 -
we're staying well care of IP stuff here :-)
clear even

- toffehoff, 19:31 -
... and if also gives a statement to the contributors.

- francisdavey, 19:31 -
I think its worth thinking carefully through what use cases you would want from an asset lock. What exactly would you want to prevent etc.

- toffehoff, 19:31 -
"we're not going to sell your data".
That's an interesting discussion we want to have with the membership and the wider community.

- francisdavey, 19:32 -
Right, but what if you wanted to sell it? I mean what if it turned out that OSM would generally be better if you sold the database, took the money and invested in some better solution? It seems unlikely to me I admit, but you should be sure that's not what you want to do.

- chrisfl_, 19:32 -
I think the worry that some people have had in the past and will reoccur in the future, is if a company ends up with a significant number of members and/or board members and start
to grant additional rights to that comnpany

- francisdavey, 19:33 -
Yes, so making sure you have a high degree of transparency in the way that OSMF operates will help. You could also draft fairly tough disclosure provisions about conflicts of interest (the CA already has some).

- toffehoff, 19:34 -
CA being the Charities Act?

- francisdavey, 19:34 -
You could also require that any deal that is not a general licence would require a resolution.
Sorry, Companies Act

- toffehoff, 19:34 -
ok

- francisdavey, 19:35 -
Directors of companies have default duties about disclosing conflicts of interest (since they have to act in the interests of the company they direct)

- chrisfl_, 19:35 -
I think this already happens quite well. But worth reminding directors that this is a legal requirement.

- francisdavey, 19:35 -
If OSM is a *charity* then that ought to make the scenario you envisage more difficult.
Certainly the constitution can alert a reader to this sort of thing if it wants.

- chrisfl_, 19:38 -
toffehoff - a big question for the board is how likely is it that OSMF is going to look at becoming a charity?
I think it's probably worthwhile.

- toffehoff, 19:38 -
Just to be clear: what scenario we envisage do you specificly refer to?
chrisfl_ right.

- francisdavey, 19:39 -
Unless its going to happen reasonably soon, it may be worth getting your articles into good shape since that's something you'd have to do anyway.
And thinking about status separately.

- toffehoff, 19:39 -
Becoming a charity has mostly benefits in the UK. not worldwide .... (to my knowledge).

- francisdavey, 19:40 -
I have no idea how it works elsewhere.

- toffehoff, 19:40 -
One of the major arguments for charity is the tax regulations.
That only works in UK.

- chrisfl_, 19:40 -
yes, but OSMF money and assets are in the UK

- toffehoff, 19:40 -
Yes, but major donors are not :-)

- chrisfl_, 19:41 -
true

- francisdavey, 19:41 -
That's a question I'm not qualified to answer: an international tax lawyer or accountant might have some good ideas.

- toffehoff, 19:41 -
Anyway: will need to check whether we want to pursue a charity status or not.

- chrisfl_, 19:42 -
The only other question I can see on the Wiki, is if members need to agree when becoming a member: http://wiki.openstreetmap.org/wiki/Strategic_working_group/Articles_of_Association_Review#Open_Questions

- toffehoff, 19:42 -
That's a good tip Francis.

- francisdavey, 19:42 -
yes they do
a member is contractually bound (to some extent anyway) by the company's constitution.
Someone can't become a member without consenting.

- toffehoff, 19:43 -
If we want to differ members by membership fee, are they different kind of members for the articles?

- francisdavey, 19:43 -
Here I'm using the term "member" in the technical sense of "member of a company" as I assume are you.

- chrisfl_, 19:44 -
yes

- toffehoff, 19:44 -
Like: individual members and corporate members.
The one being persons the latter being companies.
Same rights, but different membership fee.

- francisdavey, 19:44 -
You can create different classes of membership.

- toffehoff, 19:45 -
Do they need to be in the articles?

- francisdavey, 19:45 -
Oh yes.

- toffehoff, 19:45 -
Or can we parameterize them.

- francisdavey, 19:45 -
The constitution has to say how people become and cease to be members.

- toffehoff, 19:45 -
Right.

- francisdavey, 19:45 -
You could state that a membership fee would be set (say by the board), so you don't need the sum of money in the articles, but the rules on membership need to be there.
they would be listed separately in your register of members
or distinguished in some way

- toffehoff, 19:47 -
Different classes would imply different rights ...

- francisdavey, 19:47 -
not necessarily voting rights
What you are suggesting is that there be one class of members but that the fee for membership should depend on status in some way.
I think that should be possible.
I'd have to think about it.

- toffehoff, 19:49 -
The most interesting thing here would be where Local Chapters should be members of the Foundation in some form (specific class).
but that's not clear yet (if they want to be a member...)

- francisdavey, 19:49 -
Right. So that's something to engage the supporters about, but the obvious question is, can someone be a member of local chapters and the foundation? If so, does that not mean double voting?
But its a policy, rather than legal, question. You could do it either way.

- toffehoff, 19:50 -
We've already came to the consensus that a member of a Local Chapter is not an individual member of the Foundation.
they can...
But then the Local Chapter as a whole may have some vote ...
this is still being debated....

- chrisfl_, 19:52 -
It occurs to me that we could treat the Local Chapters as "Corporate Members"
?

- francisdavey, 19:52 -
I can foresee some members being unhappy that they can be "outvoted" (as they might see it) by a collection of corporations
though in practice it sounds like human membership would outstrip corporate by a long way

- chrisfl_, 19:53 -
I think so.

- toffehoff, 19:53 -
Good point. That would favor in having a seperate corporate membership.
How big a part of the total votes they have.
Individual members have 50% of the votes, Corporate have 30% of votes, Local Chapters have 20% of votes (just an example).

- francisdavey, 19:55 -
Yes. That could work. Or having a specific director appointed by the chapters and no others. Or anything really.
You need to think it through.

- chrisfl_, 19:55 -
In practice this would probably lower the individual vote % ?

- toffehoff, 19:55 -
Again, just an example.

- francisdavey, 19:56 -
I think some people might be worried about allowing corporates much of a share in control alongside them

- chrisfl_, 19:56 -
We have around 400 individuals, we would need a lot of corporates to make a difference.

- francisdavey, 19:57 -
ok

- toffehoff, 19:57 -
Nevertheless, the fear itself may take it's own course....
the fear of corporates having a strong say in the Foundation. Whether it's fact or not.

- chrisfl_, 19:58 -
possibly. Transparency is hopefully the key

- toffehoff, 19:58 -
It's getting near the hour.

- francisdavey, 19:58 -
any more queries?

- toffehoff, 19:59 -
If you look at the review doc we have now. It that workable enough for you to make the new articles?
It will still be discussed with the community of course ....

- francisdavey, 20:00 -
I think it would need to be fleshed out quite a bit more.
some things are questions and some not as detailed as they might need to be
Eg, on the asset lock
Once you have answers to the questions you post you should be nearer something that could be turned into articles.

- toffehoff, 20:01 -
The questions are the obvious things we need to work on.

- francisdavey, 20:01 -
I'd work out answers to questions and then we can see where we are and how much more needs to be done.
I should go now I'm afraid.

- toffehoff, 20:01 -
I think we have great input today.

- francisdavey, 20:01 -
I hope that was helpful. Let me know if you want to talk more.

- toffehoff, 20:01 -
Thanks a lot!

- francisdavey, 20:01 -
bye

- chrisfl_, 20:01 -
thanks for making it along

- toffehoff, 20:01 -
Bye!

- RichardF, 20:02 -
thank you from a spectator, too :-)

- Eugene, 20:02 -
That was great! Thanks!

- toffehoff, 20:02 -
Und jetzt (like the germans would say)
I'm also keen on leaving... :-)

- Eugene, 20:04 -
Then safe a quick and safe trip home! Thanks!

- toffehoff, 20:04 -
Thanks.
Let's digest this. Try to work them in the review doc.
Chrisfl_: can you grab the log of this meeting?

- chrisfl_, 20:05 -
Will do