[Talk-GB] UK Chapter

[Brian Prangle]

Hi everyone

We're making steady progress on producing a "clean" set of Articles. Next
concall will be scheduled when these are ready- might not be for a week or
so, we're fitting this in around busy schedules

Regards

Brian
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Re: [Talk-GB] UK chapter

[Dennis Bauszus]

Hi guys...

I have setup a blogger blog.

https://osmuk.blogspot.co.uk/

I believe that a blog will improve the way we can distribute information 
and encourage an active discussion via comments.


I have made comment sections open to everyone but we can lock this down 
to registered users.


I invited osmuk at nomoregrapes.com to become a blog author. I am not 
sure whether a google account is required to be a blog author.


Can you please send me your email addresses if you are interested in 
becoming a blog author and I will send you invites.


I think a post about where we are and what we plan to do in the next few 
months will be helpful.


A post to invite interested person to become founding members is also a 
good idea. We can thereafter send a link to some organisations who might 
be interested (e.g. Universities, GIS companies).


Cheers,
Dennis


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Re: [Talk-GB] UK chapter

[Brian Prangle]

Same details as before for tonight's concall: 0800 2290900 code 33224

On 28 April 2016 at 18:11, SK53  wrote:

> I presume it is the same as previous conference calls. See older mails on
> this list.
>
> Jerry
>
> On 28 April 2016 at 17:16, Dennis Bauszus  wrote:
>
>> Have the number and password for the conference call this evening already
>> been passed out?
>>
>> Dennis
>>
>>
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Re: [Talk-GB] UK chapter

[Gregory]

The details I have (from previous calls) is...

phone: 0800 229 0900
password: 332249

I started a document for collaborative/live minuting, here:
https://hackpad.com/2016-04-28-OSM-UK-Meeting-1G7GMcJ26O7
My WiFi connection hass been a bit funny lately, so hoping I stay able to
take minutes.

Gregory.

On 28 April 2016 at 18:11, SK53  wrote:

> I presume it is the same as previous conference calls. See older mails on
> this list.
>
> Jerry
>
> On 28 April 2016 at 17:16, Dennis Bauszus  wrote:
>
>> Have the number and password for the conference call this evening already
>> been passed out?
>>
>> Dennis
>>
>>
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Re: [Talk-GB] UK chapter

[Dennis Bauszus]

Have the number and password for the conference call this evening 
already been passed out?


Dennis


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Re: [Talk-GB] UK chapter

[Brian Prangle]

Before we started on this there was a survey which 100 people replied to,
with a majority indicating they were in favour of  a local chapter, which
does indicate some need.

I do go out mapping regularly too and improve the quality/quantity of the
data - as do most of the people currently working to create a local
chapter. It's not an either/or binary choice - it is possible to do both.
As I said if you don't agree then just ignore us and carry on mapping

Regards

brian

On 27 April 2016 at 23:23, Dave F  wrote:

> On 27/04/2016 16:11, Brian Prangle wrote:
>
>> Dave I couldn't agree more, but for a formal organisation then I'm afraid
>> the bureaucratic activities are a necessary evil. I'm sure all of those
>> engaged in this process are like me and would rather be out mapping.
>>
>
> Then why don't you? From the previous threads I've read it appears it's
> being established because it can rather than any actual need.
>
> And there'll always be mappers who don't want to join any formal
>> organisation, just map. Those of you like this can safey ignore us.
>> Hopefully you'll still benefit from the organisation's activities prmoting
>> OSM in the UK
>>
>
> And likewise you'll be able to benefit from the mappers who will improve
> the quality of the database, which, I /really/ believe needs to be
> iterated, is the *core* purpose of OSM.
>
> I have a inkling I will be repeating that in future posts as I feel some
> are loosing sight of what OSM is about.
>
>
> Dave F.
>
>
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Re: [Talk-GB] UK chapter

[Dave F]

On 27/04/2016 16:11, Brian Prangle wrote:
Dave I couldn't agree more, but for a formal organisation then I'm 
afraid the bureaucratic activities are a necessary evil. I'm sure all 
of those engaged in this process are like me and would rather be out 
mapping.


Then why don't you? From the previous threads I've read it appears it's 
being established because it can rather than any actual need.


And there'll always be mappers who don't want to join any formal 
organisation, just map. Those of you like this can safey ignore us. 
Hopefully you'll still benefit from the organisation's activities 
prmoting OSM in the UK


And likewise you'll be able to benefit from the mappers who will improve 
the quality of the database, which, I /really/ believe needs to be 
iterated, is the *core* purpose of OSM.


I have a inkling I will be repeating that in future posts as I feel some 
are loosing sight of what OSM is about.


Dave F.


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Re: [Talk-GB] UK Chapter Directors' Powers

[Rob Nickerson]

Hi Richard, All,

TL;DR Lets move on and try and ignore that fact that I failed to read up on
Company Act before throwing an idea out there!! Onwards and upwards :-)

I had been trying to look at the way we will work on a day to day basis
(which I hope will be as a community) and therefore how the constitution
(AoA) can best reflect this. As has now been pointed out Company Act 2006
prevents us moving in the direction of the Constitution from the
Unincorporated Association that I shared with this list. That's what it is
and I'm fine with that. As such (hopefully) the AoA will in no way reflect
how we work and we should never have to rely on "Resolutions", "Special" or
otherwise.

Yes, the Directors can go it alone if they want to but they would be daft
to do this because (i) they won't get elected again, (ii) the members can
use the AoA as a last resort, and (iii) most importantly they will be
overworked if they try to do everything without the Members help.

I would suggest that we:

* move on with incorporation;
* look at how we can actively involve members in projects and decisions
(e.g. Loomio, which I gather the OSMF Directors now use); and
* start thinking about the first few activities we want to achieve.

Finally to address your email - I want Entryism to be "almost comically
easy" as we're an open community!! Your example is convoluted (but
plausible) but moot given that we're not able to change the AoA as noted
above. In regards to polls/votes, I hope we never have need for the
"resolutions" in the AoA. I do however hope that we make lots of use of
online discussion tools and I'd be in favour of any that include polls. To
keep up momentum these would have to be short and snappy so I'd expect them
to last little more than a few days for most activities (longer for the
bigger topics). They won't be part of the AoA but as noted above the
Directors would be daft to continually ignore them especially when they
come with the offer of help from a Member.

Now, where were we...

Best,
*Rob*


-- Richard S wrote: --

Rob,

While I understand the thrust you're trying to make towards a more "members
have the power" system, setting the bar as low as five members and having a
simple "online poll" in lieu of a meeting of the members would have two
problems:

   1. Entryism would be almost comically easy. It would be a small matter
   for myself and four friends to paralyse the chapter by constantly calling
   votes on anything and everything - for example, calling an online poll on
   the existence of the chapter. This would prevent them doing anything and
   everything which isn't a contractual or statutory obligation. It doesn't
   matter if I don't win, I can just call another one immediately afterwards,
   and the directors would be unable to stop me. If they wanted to try, I
   could just call a motion on whether or not they should stop me, which would
   prevent them from doing so for seven days.
   2. I'm concerned that any poll would be profoundly undemocratic unless
   carried out with the same rigour as a proper vote, in which case it would
   be a vote. If a member is on holiday for a week, or if they live overseas,
   they'll simply miss out - even the quick ones ("Blueys") can take six days
   to arrive. The 14 days notice period is really important, as is the
   formality of a vote which is binding on the directors. If the directors are
   going to be bound by something, that something needs to be properly planned
   and executed to the highest standards.


Richard Symonds
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Re: [Talk-GB] UK chapter

[Brian Prangle]

Dave I couldn't agree more, but for a formal organisation then I'm afraid
the bureaucratic activities are a necessary evil. I'm sure all of those
engaged in this process are like me and would rather be out mapping. And
there'll always be mappers who don't want to join any formal organisation,
just map. Those of you like this can safey ignore us. Hopefully you'll
still benefit from the organisation's activities prmoting OSM in the UK

Regards

Brian

On 27 April 2016 at 15:43, Dave F  wrote:

>
> On 27/04/2016 13:52, Gregory wrote:
>
>> I'm surprised we've got such a short list of members.
>>
>
> Could it be that many just aren't interested in A/EGMs, Associate members,
> committee meetings, agendas or minutes & just want to go out & map?
>
> Dave F.
>
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Re: [Talk-GB] UK chapter

[Brian Prangle]

Dennis

Thanks for your offers of support - I'm sure they'll be taken up
enthusiastically once we've got through the drudgery of incorporation

Regards

Brian

On 27 April 2016 at 14:41, Dennis Bauszus  wrote:

> I also missed the previous conference call due to a deadline. Will sit in
> again tomorrow evening.
>
> I have reminded a few people to sign up as founding members. I would also
> recommend to contact GIS teachers at UK universities. I recently
> participated in a careers talk for first year GIS students and the
> knowledge on OSM is poor. It is imperative to gather interest at the grass
> root to really support the project.
>
> I will contact colleagues at King's College, University London, Kingston
> University. Perhaps everyone should contact academic peers if you have some
> here in the UK.
>
> I am web developer and would be happy to setup a website for OSM UK in
> future. My company Geolytix can host this site on one of our shared
> DigitalOcean cloud server or we can host the site on an Openshift gear.
>
> To start with it would be great to have a wordspace blog in which we can
> post weekly, meeting updates and notes and also improve access to an open
> discussion via the comments section.
>
> Cheers,
> Dennis
>
>
>
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Re: [Talk-GB] UK chapter

[Dave F]

On 27/04/2016 13:52, Gregory wrote:

I'm surprised we've got such a short list of members.


Could it be that many just aren't interested in A/EGMs, Associate 
members, committee meetings, agendas or minutes & just want to go out & map?


Dave F.

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Re: [Talk-GB] UK chapter

[Dennis Bauszus]

I also missed the previous conference call due to a deadline. Will sit 
in again tomorrow evening.


I have reminded a few people to sign up as founding members. I would 
also recommend to contact GIS teachers at UK universities. I recently 
participated in a careers talk for first year GIS students and the 
knowledge on OSM is poor. It is imperative to gather interest at the 
grass root to really support the project.


I will contact colleagues at King's College, University London, Kingston 
University. Perhaps everyone should contact academic peers if you have 
some here in the UK.


I am web developer and would be happy to setup a website for OSM UK in 
future. My company Geolytix can host this site on one of our shared 
DigitalOcean cloud server or we can host the site on an Openshift gear.


To start with it would be great to have a wordspace blog in which we can 
post weekly, meeting updates and notes and also improve access to an 
open discussion via the comments section.


Cheers,
Dennis


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Re: [Talk-GB] UK Chapter Directors' Powers

[Richard Symonds]

Rob,

While I understand the thrust you're trying to make towards a more "members
have the power" system, setting the bar as low as five members and having a
simple "online poll" in lieu of a meeting of the members would have two
problems:

   1. Entryism would be almost comically easy. It would be a small matter
   for myself and four friends to paralyse the chapter by constantly calling
   votes on anything and everything - for example, calling an online poll on
   the existence of the chapter. This would prevent them doing anything and
   everything which isn't a contractual or statutory obligation. It doesn't
   matter if I don't win, I can just call another one immediately afterwards,
   and the directors would be unable to stop me. If they wanted to try, I
   could just call a motion on whether or not they should stop me, which would
   prevent them from doing so for seven days.
   2. I'm concerned that any poll would be profoundly undemocratic unless
   carried out with the same rigour as a proper vote, in which case it would
   be a vote. If a member is on holiday for a week, or if they live overseas,
   they'll simply miss out - even the quick ones ("Blueys") can take six days
   to arrive. The 14 days notice period is really important, as is the
   formality of a vote which is binding on the directors. If the directors are
   going to be bound by something, that something needs to be properly planned
   and executed to the highest standards.


Richard Symonds
Wikimedia UK
0207 065 0992

Wikimedia UK is a Company Limited by Guarantee registered in England and
Wales, Registered No. 6741827. Registered Charity No.1144513. Registered
Office 4th Floor, Development House, 56-64 Leonard Street, London EC2A 4LT.
United Kingdom. Wikimedia UK is the UK chapter of a global Wikimedia
movement. The Wikimedia projects are run by the Wikimedia Foundation (who
operate Wikipedia, amongst other projects).

*Wikimedia UK is an independent non-profit charity with no legal control
over Wikipedia nor responsibility for its contents.*

On 25 April 2016 at 13:12, Robert Whittaker (OSM lists) <
robert.whittaker+...@gmail.com> wrote:

> On 23 April 2016 at 16:10, Rob Nickerson 
> wrote:
> > To breed a culture of Member-led organisation (with Directors as figure
> > heads) I suggest:
> >
> > Directors have all the power
> > Members can direct the Directors to take/refrain from taking action via a
> > ORDINARY Resolution
> > Voting on Ordinary resolutions can be opened immediately (not 14 days),
> be
> > online, and after a period of X days the vote is passed if 50% of those
> who
> > voted (not 75% of ALL members in the case of the Written Special
> Resolution)
> > accept the resolution.
> >
> > This sends a strong message that this is a member led organisation.
>
> I agree that having a faster/easier mechanism for the members to reign
> in the directors would be a good thing, and would force the directors
> to consult the members and only proceed with their consent. However,
> I'm not convinced that it would be a good idea (from a company law
> point of view) to re-define "Ordinary Resolutions" to achieve this. As
> an alternative solution, perhaps we should introduce the concept of a
> more informal vote, say an "Online Pole", which members can use to
> direct the directors. I would envisage something like this:
>
> * Any five members may request that the directors run an Online Pole
> on any matter concerning the way the Company is being run by the
> directors.
> * On receipt of such a request, a pole will be opened as soon as
> practicable, and notice sent to all members.
> * Once such a request has been received, the directors must refrain
> from taking any action contrary to the pole motion until after the
> pole has closed, unless this would result in them being unable to meet
> a statutory or prior contractual obligation.
> * An online pole closes at midnight UK time at the end of the 7th day
> following the day that notice is sent to all members.
> * The directors are bound by any motion in an online pole passed by a
> simple majority of those voting, unless this would result in them
> being unable to meet a statutory or prior contractual obligation,
> until such time as the motion is set aside or superseded by a
> subsequent pole or resolution.
>
> Alternatively, we could redefine the section on written resolutions
> along the lines of the above.
>
> (With the current draft of the AoA, as far as I can see, there's
> actually no way for the members to demand a written resolution in
> order to exercise their S9 power to direct the directors. So currently
> they'd have to call a General Meeting and propose the resolution there
> if the directors weren't cooperative. That requires at least 14 days
> notice of the meeting.)
>
> Robert.
>
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Re: [Talk-GB] UK Chapter Directors' Powers

[Gregory]

Sorry for replying to the other director-power thread before seeing this
more recent one.

The decision made in the meeting seems like a sensible one, and goes with
Richard's advise to make the AoA very permissive.

To help the member-led intention, we should perhaps be aiming to treat the
directors more as trustees and the ones that can "sign the cheque book" or
pass the cheque book to others as needed.

Gregory.

On 25 April 2016 at 14:51, Richard Fairhurst  wrote:

> Rob Nickerson wrote:
> > The poll we did last year (?) suggested that the OpenStreetMap UK
> > community want to be involved in decision making. My suggestion is
> > that, if this is the culture we want to breed then the Articles should
> > reflect this.
>
> I'm the chairman of a community-owned non-profit[1] limited company here in
> Charlbury. We have recently changed our Articles (for entirely unavoidable
> reasons). It was a glorious pain in the arse.
>
> I would strongly recommend that the articles should be the most permissive
> possible. Unless you have paid admin staff, this sort of thing is horrid to
> sort out. If you've got to the stage of resorting to the articles to
> resolve
> member/director conflict, then something went very wrong months ago and you
> should have dealt with it then.
>
> Besides, there are much more impactful things people could be doing to
> advance the state of OSM in the UK than faffing around with companies
> legislation, right?
>
> cheers
> Richard
>
> [1] not deliberately, we just don't make any money
>
>
>
> --
> View this message in context:
> http://gis.19327.n5.nabble.com/UK-Chapter-Directors-Powers-tp5872300p5872421.html
> Sent from the Great Britain mailing list archive at Nabble.com.
>
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Re: [Talk-GB] UK chapter

[Gregory]

Apologies for not making the conference call last week, and I forgot to
send my apologies (was busy leading a Missing Maps event).

I should be able to make the one tomorrow evening.

I'm surprised we've got such a short list of members, are people waiting
for the first GM to happen when fees are to be set? You won't be
"auto-charged/enrolled" once we're established, so I don't see it as being
a commitment.
E-mail osmuk at nomoregrapes.com with your full name and postal address and
I'll add you onto the list.

Gregory.


On 22 April 2016 at 11:38, Brian Prangle  wrote:

> Hi everyone
>
> Last night's concall made some good progress: there are no minutes (Greg
> we missed you!), but here is a summary of decisions and contentions
>
> 1. Name to appear on incorporation documents will be OpenStreetMap United
> Kingdom Community Interest Company. No doubt in everyday use this will get
> shortened to OpenStreetMap UK, but our legal name will be the full monty
> 2. Drafting needed to ensure that co-option of Directors is subject to the
> same maximum (15) as elected Directors
> 3.Drafting needed for Directors election timetable
> 4. Removed all clauses (para 40) relating to member organisations ( these
> will be covered by Associate Members)
> 5. Can't remember what we decided on natural persons being Associate
> Members
> 6. After the meeting thought: do we need to insert a clause with an
> obligation to keep a register of Associate Members ( as OSMF has in its
> AoA)?
> 7. AGMs were agreed - timing as per draft
> 8. Incorporation Document CIC36 Community Interest Statementneeds drafting
> - Brian to prepare a draft
> 9. Founding members - more are needed urgently - there's no subscription
> set at this time. Remember that the first General Meeting will be held soon
> after incorporation where the Directors listed for incorporation will all
> resign for new ones to be appointed by the membership and various matters
> will be discussed and agreed which aren't appropriate in incorporation
> documents(e.g subscription rates). If you're not a founding member I guess
> legally you can't participate. Send your full name and address to osmuk at
> nomoregrapes.com (this is Greg Marler )
> 9. Powers of Directors. This was a contentious issue and took up most of
> the meeting. We agreed a way forward but there was considerabe discomfort
> about the outcome. It's fundamental to the organisation so deserves a wider
> discussion: expect a separate email and discussion shortly.
> 10 Next concall Thursday 28 April 8pm
>
> Anyone who was present at the concall please add or correct
> Regards
>
> Brian
>
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Re: [Talk-GB] UK Chapter Directors' Powers

[Richard Fairhurst]

Rob Nickerson wrote:
> The poll we did last year (?) suggested that the OpenStreetMap UK 
> community want to be involved in decision making. My suggestion is 
> that, if this is the culture we want to breed then the Articles should 
> reflect this.

I'm the chairman of a community-owned non-profit[1] limited company here in
Charlbury. We have recently changed our Articles (for entirely unavoidable
reasons). It was a glorious pain in the arse.

I would strongly recommend that the articles should be the most permissive
possible. Unless you have paid admin staff, this sort of thing is horrid to
sort out. If you've got to the stage of resorting to the articles to resolve
member/director conflict, then something went very wrong months ago and you
should have dealt with it then.

Besides, there are much more impactful things people could be doing to
advance the state of OSM in the UK than faffing around with companies
legislation, right?

cheers
Richard

[1] not deliberately, we just don't make any money



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Re: [Talk-GB] UK Chapter Directors' Powers

[Robert Whittaker (OSM lists)]

On 23 April 2016 at 16:10, Rob Nickerson  wrote:
> To breed a culture of Member-led organisation (with Directors as figure
> heads) I suggest:
>
> Directors have all the power
> Members can direct the Directors to take/refrain from taking action via a
> ORDINARY Resolution
> Voting on Ordinary resolutions can be opened immediately (not 14 days), be
> online, and after a period of X days the vote is passed if 50% of those who
> voted (not 75% of ALL members in the case of the Written Special Resolution)
> accept the resolution.
>
> This sends a strong message that this is a member led organisation.

I agree that having a faster/easier mechanism for the members to reign
in the directors would be a good thing, and would force the directors
to consult the members and only proceed with their consent. However,
I'm not convinced that it would be a good idea (from a company law
point of view) to re-define "Ordinary Resolutions" to achieve this. As
an alternative solution, perhaps we should introduce the concept of a
more informal vote, say an "Online Pole", which members can use to
direct the directors. I would envisage something like this:

* Any five members may request that the directors run an Online Pole
on any matter concerning the way the Company is being run by the
directors.
* On receipt of such a request, a pole will be opened as soon as
practicable, and notice sent to all members.
* Once such a request has been received, the directors must refrain
from taking any action contrary to the pole motion until after the
pole has closed, unless this would result in them being unable to meet
a statutory or prior contractual obligation.
* An online pole closes at midnight UK time at the end of the 7th day
following the day that notice is sent to all members.
* The directors are bound by any motion in an online pole passed by a
simple majority of those voting, unless this would result in them
being unable to meet a statutory or prior contractual obligation,
until such time as the motion is set aside or superseded by a
subsequent pole or resolution.

Alternatively, we could redefine the section on written resolutions
along the lines of the above.

(With the current draft of the AoA, as far as I can see, there's
actually no way for the members to demand a written resolution in
order to exercise their S9 power to direct the directors. So currently
they'd have to call a General Meeting and propose the resolution there
if the directors weren't cooperative. That requires at least 14 days
notice of the meeting.)

Robert.

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Re: [Talk-GB] UK Chapter Directors' Powers

[Rob Nickerson]

Draft articles:

https://docs.google.com/document/d/1NbHiUcQjz0SHKlt6BzGp2z_Lo1YH1RmdEZ2kMkpNI04/edit

*Rob*

On 23 April 2016 at 16:10, Rob Nickerson  wrote:

>
> To breed a culture of Member-led organisation (with Directors as figure
> heads) I suggest:
>
>1. Directors have all the power
>2. Members can direct the Directors to take/refrain from taking action
>via a ORDINARY Resolution
>3. Voting on Ordinary resolutions can be opened immediately (not 14
>days), be online, and after a period of X days the vote is passed if 50% of
>those who voted (not 75% of ALL members in the case of the Written Special
>Resolution) accept the resolution.
>
> This sends a strong message that this is a member led organisation.
>
> I include for comparison the Constitution of the West Midlands Open Data
> User Group (WM-ODUG). This was a boilerplate template from
> OneClickOrgs.com, a site that let you set up Unincorporated Associations
> and managed the Proposals and Voting of members via their online portal -
> It was a great site but seems to have gone quiet now :-(
>
> The difference is remarkable. It is so much clearer that the WM-ODUG was a
> member led organisation.
> I'm hoping we can move in that direction.
>
>
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Re: [Talk-GB] UK Chapter Directors' Powers

[Rob Nickerson]

On 22/04/16 12:14, Brian Prangle wrote:
>
> *Full powers*. Standard boilerplate text. Easy to do. Downside is
> that removing powers may require alterations to AoA, and furthermore
> restricting Directors' powers is quite likely to end up being
> contentious. Any such process will appear to be a group of members
> not trusting the Directors.

David Woolley responded:
>Anything other than this suggests to me that there is something
>fundamentally wrong in the way that directors are chosen.  All the
>others seem to imply that there is a group of members that doesn't trust
>the directors ab initio!
>
>It would basically be asking for the directors to be figure heads, in
>which case you should have only enough directors to cover for deaths and
>loss of mental capacity.


Hi David, All,

There are a couple of things going on here. We need Directors and cannot
avoid that but the concept of having a elected Directors risks sending the
message (to our Members) that these as the folks who are in charge and will
lead the project. In my view this fails to bring the OpenStreetMap
community together (except for the once per year in which we vote in
Directors).

The poll we did last year (?) suggested that the OpenStreetMap UK community
want to be involved in decision making. My suggestion is that, if this is
the culture we want to breed then the Articles should reflect this. I
therefore agree that the Directors should be figure heads and we should
therefore have as small a number as possible (currently this is set to 5).
To me the argument of "Trust" shouldn't really matter. If they are genuine
figure heads then they should (in as many cases as possible) be relying on
the Members and when the members are fully in control then the matter of
Trust kind of disappears.

Currently the Articles state that (assuming my understanding of Special
Resolutions is correct):


   1. Directors have all the power
   2. Members can direct the Directors to take/refrain from taking action
   via a Special Resolution
   3. A Special Resolution requires a general meeting (requiring 14 days
   notice) and then requires 75% approval to pass.
   4. Alternatively a Spacial Resolution can be a Written Special
   Resolution. In this case, instead of a meeting you write to the members
   (can be electronically). To pass 75% of ALL members must accept the
   resolution.

In my view this is the Directors failing to trust the members (not the
members failing to trust the Directors!).

To breed a culture of Member-led organisation (with Directors as figure
heads) I suggest:

   1. Directors have all the power
   2. Members can direct the Directors to take/refrain from taking action
   via a ORDINARY Resolution
   3. Voting on Ordinary resolutions can be opened immediately (not 14
   days), be online, and after a period of X days the vote is passed if 50% of
   those who voted (not 75% of ALL members in the case of the Written Special
   Resolution) accept the resolution.

This sends a strong message that this is a member led organisation.

I include for comparison the Constitution of the West Midlands Open Data
User Group (WM-ODUG). This was a boilerplate template from
OneClickOrgs.com, a site that let you set up Unincorporated Associations
and managed the Proposals and Voting of members via their online portal -
It was a great site but seems to have gone quiet now :-(

The difference is remarkable. It is so much clearer that the WM-ODUG was a
member led organisation.
I'm hoping we can move in that direction.

Best regards,
Rob

p.s. Please accept my apologies that it has taken me this long to review
the AoA. I received an invitation to edit the AoA on 15 March 2016 (5 and
half weeks ago, and just 2 days before March's meeting - which happened to
be 1 day before I went on holiday for 3 weeks). I appreciate that the AoA
have been worked on by others for longer, but I feel I need a bit longer to
review it before rushing ahead.


West Midlands Open Data User Group Constitution.pdf
Description: Adobe PDF document
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Re: [Talk-GB] UK Chapter Directors' Powers

[David Woolley]

On 22/04/16 12:14, Brian Prangle wrote:


*Full powers*. Standard boilerplate text. Easy to do. Downside is
that removing powers may require alterations to AoA, and furthermore
restricting Directors' powers is quite likely to end up being
contentious. Any such process will appear to be a group of members
not trusting the Directors.


Anything other than this suggests to me that there is something 
fundamentally wrong in the way that directors are chosen.  All the 
others seem to imply that there is a group of members that doesn't trust 
the directors ab initio!


It would basically be asking for the directors to be figure heads, in 
which case you should have only enough directors to cover for deaths and 
loss of mental capacity.


In particular, note that director and manager are two different roles. 
If you want people to make the top level decisions, make them directors. 
 If you just want them to implement a policy, make them managers. 
(Executive directors wear both hats, although, for quoted companies, I 
believe that the City prefers there to be some non-executive ones.)




 2.

*No powers*. Powers need to be conferred explicitly by the Members.
This is the current draft. Downside is that it is likely to limit
Directors far too much. Such limitation is likely to be particularly
troublesome at the outset.


In my view, the only way of correctly representing this is make all the 
members directors.  I'm not sure whether there are legal limits on the 
number of directors, and some members may be either legally barred from 
being a director or unacceptable to people like insurers.


It would put the directors in an impossible position they could face 
criminal charges, and/or being banned from being a director, because of 
responsibilities that they held, but not have the powers to mitigate the 
offences.


 3.

*No powers except those needed for Directors to fulfill legal &
fiduciary duties*. Basically an additional clause added to current
draft. This is an attempt to allow Directors to do necessary things
but not unnecessary ones. Likely to readily twisted for any purpose.



This potentially covers rather a lot of powers.  The core functions are 
those normally delegated to a company secretary, although the directors 
maintain responsibility.


Also, remember that ultimately, if the directors run amok, the members 
will need to take out injunctions in the civil courts.  Unless you 
believe they would be prepared to do so, the AoA is essentially 
unenforceable.  (Although what is in the AoA also has an impact on the 
tax status of the company.)


Also, in an organisation like this, less than 10% of members will take 
any role in governance, except for rubber stamping resolutions proposed 
by the board.


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[Talk-GB] UK Chapter Directors' Powers

[Brian Prangle]

Hi everyone

As promised - here's a discussion on the issue

Jerry proposed a number of scenarios which we discussed:


   1.

   *Full powers*. Standard boilerplate text. Easy to do. Downside is that
   removing powers may require alterations to AoA, and furthermore restricting
   Directors' powers is quite likely to end up being contentious. Any such
   process will appear to be a group of members not trusting the Directors.
   2.

   *No powers*. Powers need to be conferred explicitly by the Members. This
   is the current draft. Downside is that it is likely to limit Directors far
   too much. Such limitation is likely to be particularly troublesome at the
   outset.
   3.

   *No powers except those needed for Directors to fulfill legal &
   fiduciary duties*. Basically an additional clause added to current
   draft. This is an attempt to allow Directors to do necessary things but not
   unnecessary ones. Likely to readily twisted for any purpose.
   4.

   *Full powers limited for a term*. As current draft but Directors given
   full powers until the first AGM. Directors would be expected to propose
   which powers they need at the first AGM.
   5.

   *Full powers, renewable at the AGM*. Again slightly limiting powers &
   putting onus on Directors to use them responsibly. Downside is that if
   powers are not renewed then back in same problem area of 2.
   6.

   *Powers need to fulfill obligations & resolution of the members*. A
   variant of 3, but phrased so that if the Membership votes for everyone to
   have a pony; Directors are implicitly granted such powers as needed to
   acquire & distribute said ponies.

We eventually came down in favour of  No 5.

We arrived there by rejecting no 1 Full Powers which is the standard
template in the incorporation documents, as it went against the results of
the initial survey conducted by Rob

We rejected the polar opposite: no 2 No powers as being just too limiting-
Directors wouldn't even be able to buy a postage stamp

Next we rejected no 3 Legal and fiduciary duties only, mainly on the basis
of being too cumbersome and on similar grounds to rejecting no 2

So it came down to a choice between 4,5 and 6. How to balance the desire
expressed in the survey to be member-led with the legal requirements of the
Companies Act and at the same time have  an organisation that is not run on
the basic premise of not trusting the Directors you've elected?

The arguments were finely balanced but ultimately it was felt that 4 and 6
would make the organisation too inwardly focussed and might act as a
disincentive to anyone wanting to take on the work of a Director. So we
opted for 5 as requiring the least bureaucratice effort but requiring an
active membership and open processes with an implicit assumption that we
trust each other  - at least for the first year ;-)

However there was still some discomfort with this ( notwithstanding the
standard legal safeguards open to members to challenge Directors'
decisions contained elsewhere in the AoA) so it was agreed that an
additional draft clause was prepared to try and encompass the aspiration
expressed in the survey. So here goes:

"In exercising their powers Directors shall be expected  to take due
cognizance of the participatory, consensus-driven, open, and collaborative
methods and culture of the volunteers of the OpenStreetMap project."

How might this work? Perhaps at each Directors' meeting every item could be
tested against this clause and those items that are not administrative and
need the attention of this clause should be identified and the Directors
acrivate such consultation, discussion etc they feel necessary to reach a
decision.


Regards


Brian
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[Talk-GB] UK chapter

[Brian Prangle]

Hi everyone

Last night's concall made some good progress: there are no minutes (Greg we
missed you!), but here is a summary of decisions and contentions

1. Name to appear on incorporation documents will be OpenStreetMap United
Kingdom Community Interest Company. No doubt in everyday use this will get
shortened to OpenStreetMap UK, but our legal name will be the full monty
2. Drafting needed to ensure that co-option of Directors is subject to the
same maximum (15) as elected Directors
3.Drafting needed for Directors election timetable
4. Removed all clauses (para 40) relating to member organisations ( these
will be covered by Associate Members)
5. Can't remember what we decided on natural persons being Associate Members
6. After the meeting thought: do we need to insert a clause with an
obligation to keep a register of Associate Members ( as OSMF has in its
AoA)?
7. AGMs were agreed - timing as per draft
8. Incorporation Document CIC36 Community Interest Statementneeds drafting
- Brian to prepare a draft
9. Founding members - more are needed urgently - there's no subscription
set at this time. Remember that the first General Meeting will be held soon
after incorporation where the Directors listed for incorporation will all
resign for new ones to be appointed by the membership and various matters
will be discussed and agreed which aren't appropriate in incorporation
documents(e.g subscription rates). If you're not a founding member I guess
legally you can't participate. Send your full name and address to osmuk at
nomoregrapes.com (this is Greg Marler )
9. Powers of Directors. This was a contentious issue and took up most of
the meeting. We agreed a way forward but there was considerabe discomfort
about the outcome. It's fundamental to the organisation so deserves a wider
discussion: expect a separate email and discussion shortly.
10 Next concall Thursday 28 April 8pm

Anyone who was present at the concall please add or correct
Regards

Brian
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[Talk-GB] UK chapter next concall POSTPONED ONE DAY

[Brian Prangle]

Hi everyone

WAS cheduled for  Wed 20 April at 8pm NOW Thurs 21 April at 8 pm

Details as usual 0800 2290900  password 33224

See you there!

It would be good if we could finalise the Articles of Association at this
concall.

Please add comments for the AoA here
.


Then one more concall to chase up any loose ends  before preparing the
documentation for Companies House.

Regards

Brian
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Re: [Talk-GB] UK chapter

[Gregory]

I now have a spreadsheet with 6 founding members on. I've replied to each
person to confirm I received their e-mail.

Anyone future e-mails to [osmuk at nomoregrapes.com] with full name and
postal address, I'll also add as founding members and reply to confirm.
I'll do this in batches though, so it might be 2 weeks before you get a
reply.

>From Durham,
Gregory.

On 22 March 2016 at 17:02, Brian Prangle  wrote:

> Hi everyone
>
> Anyone wishing to be listed as a founder member on the incorporation
> documents to be registered at Companies House please send your full name
> and address to "osmuk at nomoregrapes.com" . In case anyone wonders whose
> address this is: it's Gregory Marler's
>
> I guess legally that entitles you to attend the first meeting (probably
> online) where various setting-up things have to be done - like electing
> officers, confirming the directors, opening a bank account and setting the
> membership subscriptions.
>
> Regards
>
> Brian
>
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-- 
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Re: [Talk-GB] [UK Chapter] Definition of OSM.

[Brian Prangle]

Echoing Jerry's  previous plea - please comment on the Google docs AoA-
there has been a fresh definition of OpenStreetMap there for several days

Regards
Brian

On 22 March 2016 at 21:32, Tim Waters  wrote:

> Frederik is correct in saying that OpenStreetMap Project does not
> appear in the OSMF Articles of Association.
>
> However, on the OSMF website, the following words are used: "The
> Foundation supports the OpenStreetMap Project."
>
> So the wider OSM "thing" is the OpenStreetMap Project rather than the
> OpenStreetMap Community. I quite like that differentiation, even
> though I cannot find the definition of what the project is!
>
> "supports" is also a quite different meaning than "managed by"
>
> If we wanted to have a definition that includes the OSMF: "The
> OpenStreetMap Project as currently supported by the OpenStreetMap
> Foundation Ltd" perhaps?
>
> Tim
>
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Re: [Talk-GB] [UK Chapter] Definition of OSM.

[Tim Waters]

Frederik is correct in saying that OpenStreetMap Project does not
appear in the OSMF Articles of Association.

However, on the OSMF website, the following words are used: "The
Foundation supports the OpenStreetMap Project."

So the wider OSM "thing" is the OpenStreetMap Project rather than the
OpenStreetMap Community. I quite like that differentiation, even
though I cannot find the definition of what the project is!

"supports" is also a quite different meaning than "managed by"

If we wanted to have a definition that includes the OSMF: "The
OpenStreetMap Project as currently supported by the OpenStreetMap
Foundation Ltd" perhaps?

Tim

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[Talk-GB] UK chapter

[Brian Prangle]

Hi everyone

Anyone wishing to be listed as a founder member on the incorporation
documents to be registered at Companies House please send your full name
and address to "osmuk at nomoregrapes.com" . In case anyone wonders whose
address this is: it's Gregory Marler's

I guess legally that entitles you to attend the first meeting (probably
online) where various setting-up things have to be done - like electing
officers, confirming the directors, opening a bank account and setting the
membership subscriptions.

Regards

Brian
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Re: [Talk-GB] UK Chapter: Who will be the "we"?

[Brian Prangle]

Dave

At its narrowest - the members who pay the subscription
At its widest - anyone who produces or uses OSM data in the UK

Regards

Brian

On 21 March 2016 at 00:40, Dave F  wrote:

> Hi all
>
> OK, this a genuine, non rhetorical, non cynical question.
>
> I've loosely been following the discussions of setting up a UK:chapter of
> OSM.
>
> After you've decided upon the process you all want to take & when you've
> started writing documents & sending emails out to the wider world, who will
> be the "we", as in "we feel OSM is doing this incorrectly/correctly?
>
> Who are the OSM contributors you believe you will represent?
>
> Thanks
> Dave F.
>
>
>
> ---
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Re: [Talk-GB] UK Chapter: Who will be the "we"?

[Tim Waters]

Hi Dave,

I think that the "we" would be the members of the organization.

Tim

On 21 March 2016 at 00:40, Dave F  wrote:
> Hi all
>
> OK, this a genuine, non rhetorical, non cynical question.
>
> I've loosely been following the discussions of setting up a UK:chapter of
> OSM.
>
> After you've decided upon the process you all want to take & when you've
> started writing documents & sending emails out to the wider world, who will
> be the "we", as in "we feel OSM is doing this incorrectly/correctly?
>
> Who are the OSM contributors you believe you will represent?
>
> Thanks
> Dave F.
>
>
>
> ---
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> https://www.avast.com/antivirus
>
>
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[Talk-GB] UK Chapter: Who will be the "we"?

[Dave F]

Hi all

OK, this a genuine, non rhetorical, non cynical question.

I've loosely been following the discussions of setting up a UK:chapter 
of OSM.


After you've decided upon the process you all want to take & when you've 
started writing documents & sending emails out to the wider world, who 
will be the "we", as in "we feel OSM is doing this incorrectly/correctly?


Who are the OSM contributors you believe you will represent?

Thanks
Dave F.



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Re: [Talk-GB] [UK Chapter] Definition of OSM.

[David Woolley]

On 20/03/16 19:25, Amaroussi (OpenStreetMap) wrote:

The most simplest phrase I can think of that isn’t as flippant as the
Thameslink Programme would be “an open-access cartography service”.


The service is not the main part of the operation.  That is provided by 
the map database.  The associated services are only provided to assist 
contributors to the database, and to promote its use.  OSM is not 
competing with Bing and Google as actual service providers.



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Re: [Talk-GB] [UK Chapter] Definition of OSM.

[Amaroussi (OpenStreetMap)]

Hi,

The most simplest phrase I can think of that isn’t as flippant as the 
Thameslink Programme would be “an open-access cartography service”.

— Amaroussi.

> On 20 Mar 2016, at 18:44, Gregory  wrote:
> 
> This isn't a description/blurb for the website/marketing.
> 
> This is for the AoA which is a legal document and needs to state what it 
> means when it refers to "OpenStreetMap". Reading the document (or searching 
> it for "OpenStreetMap") will help you understand the relevance. As Jerry said 
> on the call, it needs to be a proper legal definition (not using words that 
> need further definition) and it shouldn't matter too much to us (our 
> branding/slogan can change any time).
> 
> 
> From the land of the prince bishops,
> Gregory.
> 
> On 20 March 2016 at 17:55, Amaroussi (OpenStreetMap)  > wrote:
> Dang, wrong sender email and wrong destination email again!
> 
> Maybe try:
> 
> “A free map service where users don’t need to pay elephant-sized fees to 
> reuse the data.”
> 
> or
> 
> “Maps without borders, literally.” 
> 
> —Amaroussi
> 
>> On 20 Mar 2016, at 17:36, Gregory > > wrote:
>> 
>> Hi all,
>> 
>> Included in the meeting on Thursday[1] was discussion on the definition of 
>> "OpenStreetMap" in the AoA.
>> 
>> For me, I think it is important that OSM is not controlled by a single 
>> entity, and the ability to fork and/or replicate it is essential. Some folk 
>> may feel more strong about me. I am actually happy with the OSMF 
>> protecting/guarding the data and infrastructure at the moment. It may not 
>> ever happen or be needed, but I think it's good to keep possible if two 
>> foundations existed. Technology is possible, and will get better with the 
>> ability of duplicate databases that communicate to keep up-to-date without 
>> you noticing. This already happens within OSMF having two DB servers, and I 
>> think France had a DB server with a read/write API.
>> 
>> Anyway, I also understand a clear/simple definition is needed.
>> 
>> Currently...
>> "Open Data and services managed by the OpenStreetMap Foundation Ltd."
>> 
>> Able to make it less exclusive?, so we're not fixed to the OSMF.
>> "An open dataset and connected services which are available from 
>> OpenStreetMap Foundation Ltd, and other/mirror providers."
>> 
>> Possible?
>> "A free geographic database created by a number of people, along with 
>> initiatives and services to promote it's maintenance"
>> 
>> Just thought, how often do the draft AoAs mention "OpenStreetMap"?
>> Answer: 9 times
>> References: 5.1 (to OSM community), 5.2 & 5.3 (to OSM data), 6.6(actually a 
>> reference to OSMF), the CIC name(3 times), and the definition is 2 
>> occurrences.
>> 
>> We talked about OSM community needing it's own definition.
>> I still defend that the data on OSMF's servers is only one copy of it, it 
>> just happens that at the moment that copy gets accepted as the most recent. 
>> However, it seems defining the community is more important than defining OSM 
>> itself. :)
>> 
>> 
>> From a 100-year-old terrace house,
>> Gregory.
>> 
>> [1] Notes of our meeting 
>> https://hackpad.com/2016-03-17-OSM-GB-Meeting-UGWMWunxvTb 
>> 
>> [2] OSMF website has a (non-legal) description 
>> http://wiki.osmfoundation.org/wiki/Main_Page 
>> 
>> 
>> P.S. I sent this on Thursday night, just from the wrong e-mail address so it 
>> didn't go through.
>> 
>> -- 
>> Gregory
>> o...@livingwithdragons.com 
>> http://www.livingwithdragons.com 
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> 
> 
> 
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Re: [Talk-GB] [UK Chapter] Definition of OSM.

[Frederik Ramm]

Hi,

On 03/20/2016 06:36 PM, Gregory wrote:
> Included in the meeting on Thursday[1] was discussion on the definition
> of "OpenStreetMap" in the AoA.

It might be interesting to consider - unless you've done that already -
that the OSMF itself is *not* limited to supporting OpenStreetMap; in
fact OpenStreetMap (as a project) appears nowhere in the OSMF AoA.
Instead, the OSMF is established for

(1) encouraging the growth, development and distribution of free
geospatial data; and

(2) providing geospatial data for anybody to use and share.

Likewise, the boilerplate local chapter agreement only binds the parties
to (seek to) "mutually support the activities of the other".

So theoretically, if the OSMF should decide that the newly founded
LibreStreetMap project is worthier of support than OSM is, the OSMF
*could* support LibreStreetMap instead of (or in addition to) OSM, and
the local chapter would be expected to "mutually support" this activity.

This is all very hypothetical terrain of course but if you wanted to
keep the LC in sync with OSMF lingo then you'd have to speak of general
"free geospatial data" too, and not not specifically of OSM.

Bye
Frederik

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Re: [Talk-GB] [UK Chapter] Definition of OSM.

[Gregory]

This isn't a description/blurb for the website/marketing.

This is for the AoA which is a legal document and needs to state what it
means when it refers to "OpenStreetMap". Reading the document (or searching
it for "OpenStreetMap") will help you understand the relevance. As Jerry
said on the call, it needs to be a proper legal definition (not using words
that need further definition) and it shouldn't matter too much to us (our
branding/slogan can change any time).


>From the land of the prince bishops,
Gregory.

On 20 March 2016 at 17:55, Amaroussi (OpenStreetMap) 
wrote:

> Dang, wrong sender email and wrong destination email again!
>
> Maybe try:
>
> “A free map service where users don’t need to pay elephant-sized fees to
> reuse the data.”
>
> or
>
> “Maps without borders, literally.”
>
> —Amaroussi
>
> On 20 Mar 2016, at 17:36, Gregory  wrote:
>
> Hi all,
>
> Included in the meeting on Thursday[1] was discussion on the definition of
> "OpenStreetMap" in the AoA.
>
> For me, I think it is important that OSM is not controlled by a single
> entity, and the ability to fork and/or replicate it is essential. Some folk
> may feel more strong about me. I am actually happy with the OSMF
> protecting/guarding the data and infrastructure at the moment. It may not
> ever happen or be needed, but I think it's good to keep possible if two
> foundations existed. Technology is possible, and will get better with the
> ability of duplicate databases that communicate to keep up-to-date without
> you noticing. This already happens within OSMF having two DB servers, and I
> think France had a DB server with a read/write API.
>
> Anyway, I also understand a clear/simple definition is needed.
>
> Currently...
> "Open Data and services managed by the OpenStreetMap Foundation Ltd."
>
> Able to make it less exclusive?, so we're not fixed to the OSMF.
> "An open dataset and connected services which are available from
> OpenStreetMap Foundation Ltd, and other/mirror providers."
>
> Possible?
> "A free geographic database created by a number of people, along with
> initiatives and services to promote it's maintenance"
>
> Just thought, how often do the draft AoAs mention "OpenStreetMap"?
> Answer: 9 times
> References: 5.1 (to OSM community), 5.2 & 5.3 (to OSM data), 6.6(actually
> a reference to OSMF), the CIC name(3 times), and the definition is 2
> occurrences.
>
> We talked about OSM community needing it's own definition.
> I still defend that the data on OSMF's servers is only one copy of it, it
> just happens that at the moment that copy gets accepted as the most recent.
> However, it seems defining the community is more important than defining
> OSM itself. :)
>
>
> From a 100-year-old terrace house,
> Gregory.
>
> [1] Notes of our meeting
> https://hackpad.com/2016-03-17-OSM-GB-Meeting-UGWMWunxvTb
> [2] OSMF website has a (non-legal) description
> http://wiki.osmfoundation.org/wiki/Main_Page
>
> P.S. I sent this on Thursday night, just from the wrong e-mail address so
> it didn't go through.
>
> --
> Gregory
> o...@livingwithdragons.com
> http://www.livingwithdragons.com
> ___
> Talk-GB mailing list
> Talk-GB@openstreetmap.org
> https://lists.openstreetmap.org/listinfo/talk-gb
>
>
>
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>


-- 
Gregory
o...@livingwithdragons.com
http://www.livingwithdragons.com
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Re: [Talk-GB] [UK Chapter] Definition of OSM.

[Amaroussi (OpenStreetMap)]

Dang, wrong sender email and wrong destination email again!

Maybe try:

“A free map service where users don’t need to pay elephant-sized fees to reuse 
the data.”

or

“Maps without borders, literally.” 

—Amaroussi

> On 20 Mar 2016, at 17:36, Gregory  wrote:
> 
> Hi all,
> 
> Included in the meeting on Thursday[1] was discussion on the definition of 
> "OpenStreetMap" in the AoA.
> 
> For me, I think it is important that OSM is not controlled by a single 
> entity, and the ability to fork and/or replicate it is essential. Some folk 
> may feel more strong about me. I am actually happy with the OSMF 
> protecting/guarding the data and infrastructure at the moment. It may not 
> ever happen or be needed, but I think it's good to keep possible if two 
> foundations existed. Technology is possible, and will get better with the 
> ability of duplicate databases that communicate to keep up-to-date without 
> you noticing. This already happens within OSMF having two DB servers, and I 
> think France had a DB server with a read/write API.
> 
> Anyway, I also understand a clear/simple definition is needed.
> 
> Currently...
> "Open Data and services managed by the OpenStreetMap Foundation Ltd."
> 
> Able to make it less exclusive?, so we're not fixed to the OSMF.
> "An open dataset and connected services which are available from 
> OpenStreetMap Foundation Ltd, and other/mirror providers."
> 
> Possible?
> "A free geographic database created by a number of people, along with 
> initiatives and services to promote it's maintenance"
> 
> Just thought, how often do the draft AoAs mention "OpenStreetMap"?
> Answer: 9 times
> References: 5.1 (to OSM community), 5.2 & 5.3 (to OSM data), 6.6(actually a 
> reference to OSMF), the CIC name(3 times), and the definition is 2 
> occurrences.
> 
> We talked about OSM community needing it's own definition.
> I still defend that the data on OSMF's servers is only one copy of it, it 
> just happens that at the moment that copy gets accepted as the most recent. 
> However, it seems defining the community is more important than defining OSM 
> itself. :)
> 
> 
> From a 100-year-old terrace house,
> Gregory.
> 
> [1] Notes of our meeting 
> https://hackpad.com/2016-03-17-OSM-GB-Meeting-UGWMWunxvTb 
> 
> [2] OSMF website has a (non-legal) description 
> http://wiki.osmfoundation.org/wiki/Main_Page 
> 
> 
> P.S. I sent this on Thursday night, just from the wrong e-mail address so it 
> didn't go through.
> 
> -- 
> Gregory
> o...@livingwithdragons.com 
> http://www.livingwithdragons.com 
> ___
> Talk-GB mailing list
> Talk-GB@openstreetmap.org
> https://lists.openstreetmap.org/listinfo/talk-gb

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Re: [Talk-GB] [UK Chapter] Board of directors

[Chris Fleming]

Yes great notes. Unfortunately the calls are just when I doing "bedtime" so
I've not been able to make any.  In practical terms a variable size board
allows a bit a flexibility to size the board according to how many people
are available. I do think it's useful to have an even odd sized board. But
my feeling is also that 5 feels like a good size.

Setting a budget at the start of the year and getting it accepted by
membership does sound tempting. But personally I feel that we will vote for
the board and I would be happy for them to set budgets and spend as they
feel fit. Trying to set a budget in advance of the first year or two might
actaully prove to be very difficult?

Cheers
Chris



On Fri, 18 Mar 2016 at 07:39 Jez Nicholson  wrote:

> Thank you for taking quality notes. I am lurking and reading your
> discussions.
>
> On Thu, 17 Mar 2016 at 23:55, Gregory  wrote:
>
>> Hello all,
>>
>> Discussion in the meeting tonight[1], included how many directors there
>> should be and how their power is managed.
>>
>> How many should there be?
>> The OSMF's AoA[2] clause 35 defines a range from 2-8 board directors by
>> the end of an election. Scenarios at an AGM are: the size doesn't change;
>> the board wants to increase but that requires at least 1 newly elected
>> (could be someone who stands against future board changes, could even be
>> someone who retires once elected); the board wants to decrease but this
>> requires someone choosing to step down (getting kicked out is controlled by
>>  different clauses?). So the board wouldn't be changing size on a whim. It
>> gives some ability to adjust on an annual basis the board size to reflect
>> the membership size (e.g. <10 members on the books and a board of 3 can
>> potentially keep the board in quorum/function) or to reflect the workload.
>>
>> I liked Rob's view of a smaller board implies more is done by members
>> (whether they be as committees or just as members). The board should be
>> focused on the admin of being a CIC/org. This still makes me think 5 is
>> good. A smaller board and it's easier to find acceptable meeting times or
>> have less replies to get in on a query.
>>
>>
>> What power should the board have?
>> When Jerry briefly described the France group proposing an annual budget
>> for acceptance by the membership, I really liked that. It has the side
>> effect of a clear budget having to be made each year. It seems reasonable
>> to combine this with spend over £1k has to be approved by the membership.
>> So if a hypothetical server renewal budget is £10k but in the year only £8k
>> was spent, the board could impulse order £2k of pretty lights for the
>> server before the end of the year. The pretty lights weren't authorised by
>> the membership but they were within the budget for the year, so all is
>> acceptable. The membership have the options to insist on more restrictive
>> budgets, not re-elect the board member(s) that were impulse buy, or just
>> blame the committee that pestered the board for pretty lights.
>>
>> What happens if a proposed budget is not accepted, and alterations
>> continue to be unaccepted by vote? I imagine this is rare, but does the
>> previous year's budget count as the default or does the organisation become
>> unable to spend more than £1k amounts until resolved?
>>
>>
>> [1] Notes of our meeting
>> https://hackpad.com/2016-03-17-OSM-GB-Meeting-UGWMWunxvTb
>> [2] OSMF's AoA
>> http://wiki.osmfoundation.org/wiki/Articles_of_Association#BOARD_OF_MANAGEMENT
>>
>>
>> From my sofa,
>> Gregory
>>
>> --
>> Gregory
>> o...@livingwithdragons.com
>> http://www.livingwithdragons.com
>> ___
>> Talk-GB mailing list
>> Talk-GB@openstreetmap.org
>> https://lists.openstreetmap.org/listinfo/talk-gb
>>
> ___
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Re: [Talk-GB] [UK Chapter] Board of directors

[Jez Nicholson]

Thank you for taking quality notes. I am lurking and reading your
discussions.

On Thu, 17 Mar 2016 at 23:55, Gregory  wrote:

> Hello all,
>
> Discussion in the meeting tonight[1], included how many directors there
> should be and how their power is managed.
>
> How many should there be?
> The OSMF's AoA[2] clause 35 defines a range from 2-8 board directors by
> the end of an election. Scenarios at an AGM are: the size doesn't change;
> the board wants to increase but that requires at least 1 newly elected
> (could be someone who stands against future board changes, could even be
> someone who retires once elected); the board wants to decrease but this
> requires someone choosing to step down (getting kicked out is controlled by
>  different clauses?). So the board wouldn't be changing size on a whim. It
> gives some ability to adjust on an annual basis the board size to reflect
> the membership size (e.g. <10 members on the books and a board of 3 can
> potentially keep the board in quorum/function) or to reflect the workload.
>
> I liked Rob's view of a smaller board implies more is done by members
> (whether they be as committees or just as members). The board should be
> focused on the admin of being a CIC/org. This still makes me think 5 is
> good. A smaller board and it's easier to find acceptable meeting times or
> have less replies to get in on a query.
>
>
> What power should the board have?
> When Jerry briefly described the France group proposing an annual budget
> for acceptance by the membership, I really liked that. It has the side
> effect of a clear budget having to be made each year. It seems reasonable
> to combine this with spend over £1k has to be approved by the membership.
> So if a hypothetical server renewal budget is £10k but in the year only £8k
> was spent, the board could impulse order £2k of pretty lights for the
> server before the end of the year. The pretty lights weren't authorised by
> the membership but they were within the budget for the year, so all is
> acceptable. The membership have the options to insist on more restrictive
> budgets, not re-elect the board member(s) that were impulse buy, or just
> blame the committee that pestered the board for pretty lights.
>
> What happens if a proposed budget is not accepted, and alterations
> continue to be unaccepted by vote? I imagine this is rare, but does the
> previous year's budget count as the default or does the organisation become
> unable to spend more than £1k amounts until resolved?
>
>
> [1] Notes of our meeting
> https://hackpad.com/2016-03-17-OSM-GB-Meeting-UGWMWunxvTb
> [2] OSMF's AoA
> http://wiki.osmfoundation.org/wiki/Articles_of_Association#BOARD_OF_MANAGEMENT
>
>
> From my sofa,
> Gregory
>
> --
> Gregory
> o...@livingwithdragons.com
> http://www.livingwithdragons.com
> ___
> Talk-GB mailing list
> Talk-GB@openstreetmap.org
> https://lists.openstreetmap.org/listinfo/talk-gb
>
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Re: [Talk-GB] UK Chapter update

[Dennis Bauszus]

Hi everyone,

We would like to be part of the UK Chapter of OSM and are happy to 
discuss sponsoring.


I am working for Geolytix http://geolytix.co.uk/ and we are looking into 
means of making OSM the base for our datasets moving gradually away from 
Ordnance Survey Vector Maps.


I am looking forward to participate in the conference call on Thursday.

Best regards,
Dennis Bauszus
GEOLYTIX


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Re: [Talk-GB] UK Chapter next concall

[Rob Nickerson]

Thanks Brian,

On corporate members recent experience with SotM shows that this gives you
an up to date list of contact details of potential sponsors. This is great
if we want to do fund-raising beyond what our membership fee covers (which
I think we should).

Voting should be extended to them too - although I imagine most won't vote.

Can corporations be founding members?

I have updated the wiki: https://wiki.openstreetmap.org/wiki/UK_Group

*Rob*
p.s. Your accounting query in the membership email can be added to Mary's
list of questions. You'll recall that Mary is our liaison with OSMF
accountant.
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[Talk-GB] UK Chapter next concall

[Brian Prangle]

Hi everyone

Let's go for Thurday 17March at 8pm. Same details as before- I'll post a
reminder of phone number and entry code the day before

Agenda:

1.Articles of Association- this should take the bulk of the meeting- Jerry
and I will have a draft ready for you a couple of days beforehand. Most of
the content fulfils legal requirements and is non-contentious- we'll
concentrate on fewer sections where we can hone it to our requirements
2.Membership -  discuss the email contents circulated previously
2.1Initial membership list and directors names for legal incorporation
3.Objectives - agree the draft already circulated
4.Name - agree OpenStreetMap UK? unless anyone is stongly opposed
5. Finger in the air deadline for legal  incorporation- end of June?

If we can all discuss online beforehand then we  might arrive at a
consensus and  achieve more at the concall

Regards

brian
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[Talk-GB] UK Chapter update

[Brian Prangle]

Hi everyone

I'll be scheduling a concall shortly where we can progress the Articles of
Association and also hopefully finalise the objectives and name of the
chapter.

Membership options: the following is offered as a summary of what we might
do:

1.Standard membership £5 per year
Pros: affordable and inclusive
Cons: doesn't give us a lot of revenue to do things
2.Discounts for multiple years purchase e.g. £40 for 12 years
Pros: front loads income
Cons: Accounting years complications
3. Life Membership  £100
Pros:
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