Category Archives: Board

The Foundation board

OpenStreetMap Foundation Face2Face Meeting: Day 1

Today was the first Face to Face(F2F) meeting I’ve participated in as a OSMF board member. Though I had met the rest of the board, this was the first time I’ve been together with them since my own election. In today’s day of video conference, IRC, Skype, Etherpad and many other forms of remote collaboration, it is still great and productive to be together. Allen Gunn (Gunner) of Aspiration Tech has been facilitating us. This is the first F2F in recent memory that has been facilitated, but I can’t compare it to the previous one. Having someone help us focus on outputs and avoiding getting stuck on topics however has been invaluable.

There were multiple key exercises today that helped us both realize where we agree/disagree as well as prioritizing efforts for the board over the next year. We started off the day with an exercise where a line is set-out in a room and participants stand on a point of their choosing in response to a stated proposition – one end is “strongly agree” the other end is “strongly disagree”. What became clear is really there is not the extreme differences we may have thought we had. I think if the membership of the foundation were to ever meet and do this we’d discover the same thing.

Photo Credit: Paul Normal

Photo Credit: Paul Norman

The other exercises were on specific topics. We used similar techniques to list, prioritize and evaluate the outputs. The topics we worked on were: what we see as our core values, what we want to accomplish over the next year, what is/is not working in OSM, and what is the responsibility of the OSMF board vs the OSMF Foundation as a whole. We’ll be sharing this information out with the community in a more robust feedback this week. First we need to finish transcribing our Post-it Notes. I’m excited about our initial results so far and I’m feeling energized and excited to continue.

Foundation AGM and board election results

The State of the Map conference in Birmingham is winding down (although today there’s a very lively room full of fifty OpenStreetMap hackers in way number 32637693) We’ll bring you a summary of all the SotM excitement soon. But before that… some OpenStreetMap Foundation business.

On Saturday we held the Foundation Annual General Meeting.

State Of The Map

Simon Poole, chairman of the board, conducted proceedings and gave his summary of the past year’s foundation news, and then we held a vote.

Board election results:

As Frederik announced on the mailing list, Dermot McNally and Oliver Kühn were both re-elected to the board. Congratulations to them. And they are joined by Kate Chapman.

Kate Chapman said in her manifesto: “Generally I would like to see the OSMF assist OSM in becoming more diverse, I think my experience through the Humanitarian OpenStreetMap Team (H.O.T.) can help make that happen”.   Welcome to the board Kate!

The vote counts looked like this:

  • Kate Chapman 114
  • Dermot McNally 85
  • Oliver Kühn 57
  • Roland Olbricht 54
  • Kai Krueger 42
  • Gregory Marler 40
  • Marek Strassenburg-Kleciak 13

Thank you to all of the candidates for taking part in this process.

Articles of Association

We also voted on adoption of new Articles of Association, and 92% voted in favour, and so this is accepted.

On the issue of whether to allow corporate members to vote, opinions were a little more divided. The count was: For:75; Against:59; Abstain:14. This means a 58% yes vote, and the target of 75% has not been reached, so the amendment is not accepted.

You can read a little more about the points discussed at the AGM, in the draft meeting minutes.

Last chance to vote by email

Today is your last chance to vote by email for this year’s foundation board elections. If you are a member of the OpenStreetMap Foundation, and you are not planning to vote at the annual general meeting in Birmingham this Saturday, then please read the proxy voting information and follow the instructions carefully to send a proxy vote request by email.

As well as voting for three board candidates, we are also asking members to vote on the Articles of Association. See Simon Poole’s previous blog post explaining this.

Proxy voting closes today at 22:00 UTC, but final votes will be accepted in person if you’re coming to Birmingham.

2013 Articles of Association Update

At the upcoming Foundation annual general meeting we will be voting on a new set of articles. The articles are essentially the constitution of the organisation and should lay down the law for how we operate.

Why are we revising the articles this year?

It is not uncommon that over time rules imposed by an organisation’s articles start to be at odds with reality, in the case of the OSMF there have even been issues from the beginning. Given that OSM and with it the foundation have become far more visible and important, we can no longer afford to simply ignore the differences that exist between what is prescribed and what is our day to day practice.

The process that has lead to these new proposed articles has been 2-3 years in the making, and not all of the change requests that accumulated over this period have found their way in to this new text. For this reason we expect more changes at the 2014 general meeting. Further, some of the goals we had for the current changes have not been 100% met due to legal restraints. None the less I would strongly recommend that the general meeting accept the new articles, they are far better than what we currently have.

While I cannot relieve you from the task of actually reading the new legal language, I do want to point out the major changes to the current set of documents.

The new text makes a structural change in that it merges our previous two constitutional documents, the Memorandum of Association and the Articles of Association. We have not made any substantial changes to the objects of the foundation even though in discussion it has been suggested that we make them more specific to the OpenStreetMap project. On top of the merger the whole document has been reformatted and numbered to be in line with the requirements of the new 2006 companies act.

The main issue with the current articles is that they assume that all our members are members according to the UK companies act, this requires us to collect full names and postal addresses from all members and make them available to third parties on request. While there are ways to get around publishing the address, we still consider it problematic from a data privacy point of view that we cannot offer an alternative. The new proposal adds a “associate member” class that sidesteps the above issue.

Our original goal was to afford “associate members” exactly the same rights as normal members. This turned out to not be possible with respect to resolutions and special resolutions at the general meetings which remain reserved for the companies act members. In practical terms this means that the “associate members” will not be able to vote on changes of the articles and dissolution of the organisation, and a handful of other topics. The “associate members” will however be able to elect the board and vote on motions at the AGM. You remain free to choose between regular and associate membership. After adoption of the new articles we will be contacting all existing members for instructions with respect to their membership class.

The proposed text allows us to use electronic means for our correspondence with the members and does away with the need to be physically present at the general meeting location. It still assumes that we are using a conventional proxy assignment for our e-mail voting, we are exploring alternatives to this for the next revision.

During the public discussion early this year I touched on the issue of including an asset lock in the articles, there wasn’t very much feedback on the topic and for that reason we are postponing adding such text to the next revision.

The board was evenly split on the matter of voting corporate membership. As this tends to be a hotly debated topic in our membership too, we have decided that we split the vote on the articles in to a vote on the new text and a vote on a set of amendments that add voting rights for corporate “associate members”.

As the last important point, the current articles did not detail how a member could lose membership either by not paying the membership fees or by being expelled by the board. The new articles try to lay down a reasonable set of rules for this,  in line with our current practice.

Again, while not perfect and with some remaining warts, the new articles are a big step forward. The board and myself strongly recommend accepting them at our upcoming meeting in Birmingham.

Simon Poole

New board members

As part of today’s activities in Tokyo, foundation members met for an Annual General Meeting where the final votes were cast for the board elections. Congratulations to our new board members:

Frederik Ramm, and Simon Poole.

Congratulations also to Henk Hoff who has been re-elected to his seat on the board. And thanks to Alex Barth, and Kate Chapman for running in the election. Excellent candidates all round, and we enjoyed some stimulating discussion and debate on the members mailing list. Let’s translate these ideas into action. Not only the elected board, but the whole foundation organisation (including you!) has a part to play in making 2012-2013 a great year for OpenStreetMap.

More details on the election

Your First ODbL Planet

The first day of State of the Map, each year is filled with anticipation. Anticipation of seeing old friends and making new ones, anticipation of inspirational presentations and discussions and anticipation of big announcements.

The opening session at State of the Map, 2012, was no different. In Tokyo, on Thursday morning, 06 September 2012, Steve Coast called Michael Collinson, chair of the License Working Group to the stage to make an announcement. And it was an announcement that we have been anticipating for quite some time.

The next OpenStreetMap planet published will be an ODbL planet.

Mr. Collinson also thanked the countless hundreds (or thousands) who aided immeasurably in the OpenStreetMap license upgrade to ODbL. He named a representative few including OSMF legal counsel Wilson Sonsini, OpenStreetMap community members Richard Fairhurst, Frederik Ramm and Francis Davey, author of the ODbL, Jordan Hatcher and posthumously, License Working Group member Ulf Möller.

There will be more details posted in the next days, but for now we’re excited to share this announcement with you.

Vote for a new Foundation Board

 Today voting has been declared open for the changing seats on the OpenStreetMap Foundation board. Matt Amos, Richard Fairhurst, Dermot McNally, and Oliver Kühn will remain on the board, and are not required to re-run for election this time around, however we have three seats to vote on since Henk Hoff is re-running for election, Mikel Maron is stepping down, and Steve Coast will serve in a new position as “Chairman Emeritus”.

We have five candidates to choose from listed here and candidate nominations are now closed.

If you are a foundation member you can vote for three of these. You can vote by email, and voting is now open through until Wednesday September 5th. Please follow the instructions in the above link. Alternatively if you are going to be in Tokyo for State Of The Map, you may prefer to vote in person at the Annual General Meeting. If you are not a member there is still time to join the foundation before voting, but please do this as soon as possible to allow time for processing.

To help you decide who to vote for, each candidate has written a manifesto, linked from the above list. There is also some interesting debate on the osmf-talk mailing list, and if you wish, you can put questions to the candidates here.

Board grants project founder the title of “Chairman Emeritus”

Steve CoastAt the end of his term as Chairman of the OSM Foundation, the Board has unanimously granted Steve Coast, founder of the OpenStreetMap project, the honorary title of “Chairman Emeritus” of the OSM Foundation.
This honorary title is granted for the Steve’s achievements for the project and the Foundation, and (not least) for actually starting the project. The title also voices the Board’s intention to retain a close relationship between the Founder and the OSMF.

Therefore, the Chairman Emeritus has a standing invitation to all board and working group meetings and to all State of the Map conferences. He is explicitly invited to give advice to the Board and Working Groups.
The Chairman Emeritus is allowed to voice personal statements in public using his title.

With his distinct personal relationship with the OSM project, the Foundation may ask the Chairman Emeritus to represent the OSMF in public (e.g. in media and conferences).

The Board asked Steve to take this honorary title and is pleased with Steve accepting it. The Board is also very happy to see that his passion, vision and dedication for the OpenStreetMap project will be maintained.

With accepting the Chairman Emeritus title, Steve decided not run for re-election as a board member. He will no longer be an official director of the Foundation after the upcoming AGM.

For the avoidance of doubt, the Board checked that granting the title “Chairman Emeritus” is in line with the current Articles of Association.

Henk Hoff
Secretary OSM Foundation

Ulf Möller

The OpenStreetMap Foundation has learned of the death of our friend and colleague, Ulf Möller.

Update: Help find the killer

Ulf’s family have asked if we can help find Ulf’s killer(s)? Please see the photos of the murder suspects and help if you can.

Ulf Möller, 1972 - 2012

Ulf discovered OpenStreetMap in 2007 and mapped in Munich and Hamburg as well as in other countries. He was the first German elected to the OpenStreetMap Foundation Board in 2009/2010 and served on the License Working Group with attention to detail, concern for the German OpenStreetMap community and courteous persistence.

The OpenStreetMap Foundation Board offers sincere condolences to Ulf’s family on behalf of the OpenStreetMap community. We are saddened and shocked by his untimely death.

The family has requested privacy at this difficult time. Please use the comments in this post to share your memories of Ulf and condolences for the family. They will know where to find them when they are ready.

Ulf’s family has kindly provided the above photograph of Ulf as we will remember him; Smiling, happy, cycling, and apparently mapping with his GPS.