<div class="gmail_quote">On Fri, Feb 19, 2010 at 11:25 AM, John Smith <span dir="ltr"><<a href="mailto:deltafoxtrot256@gmail.com">deltafoxtrot256@gmail.com</a>></span> wrote:<br><blockquote class="gmail_quote" style="border-left: 1px solid rgb(204, 204, 204); margin: 0pt 0pt 0pt 0.8ex; padding-left: 1ex;">
2010/2/20 Katie Filbert <<a href="mailto:filbertk@gmail.com">filbertk@gmail.com</a>>:<br>
<div class="im">> Can you please make the document public. Also, can I (and others) get<br>
> permission to edit the document?<br>
<br>
</div>Some people who don't use common browsers can't view google docs at<br>
all, so I exported this PDF:<br>
<br>
<a href="http://map-data.bigtincan.com/data/OSM_Local_Chapters_Draft_v0_3.pdf" target="_blank">http://map-data.bigtincan.com/data/OSM_Local_Chapters_Draft_v0_3.pdf</a><br>
</blockquote></div><br>Thanks for posting the pdf. Below are my comments, after having read the document.<br><br>* Preamble - <br><br>Second paragraph - "Federated Member organisations will help to spread the workload"<br>
<br>The way this is worded, this sounds like an obligation. In reality, the capacity of each chapter will vary. Some may be smaller, or when starting out may not have the capacity, beyond doing outreach (mapping parties, speaking to the press, etc.)<br>
<br>* 3.2 - "The Federated Organisation <b>may be required</b> by the Foundation to provide local services to its members." <br><br>This is an open-ended obligation that I don't think chapters can agree to. Either please specify what the services are, or remove it.<br>
<br>Instead, we should adopt wording more like what Wikimedia uses:<br><br>"The Federated Organisation and the OpenStreetMap Foundation shall seek to mutually support the activities each of the other." <br><br>
-The amount of mutual support a small, fledgling chapter can provide might be small. The agreement should be careful not to obligate chapters to do more than what's in their capacity.<br><br>* 3.3 - "The Federated Organisation members will automatically become members" <br>
<br>- This should be optional (opt-in), as a checkbox when applying to be a member of the local chapter, and not automatic. <br>- Specify that members pay dues locally to the chapter, and (due to financial complexities and tax issues) there is no financial obligation for the chapters to hand over any portion of the fee. The OSMF and chapters are independent organizations, with independent finances.<br>
<br>* 3.4 - "The Federated Organisation will permit the Foundation or its duly elected representative to inspect, on request, copies of the Federated Organisation's membership records, financial accounts and other records."<br>
<br>- There may be privacy issues here that prevent the Federated Organisation, in regards to membership records.<br>- For such access that OSMF does have to Federated Organisation records, the access should be reciprocal. The chapters shall have the right to inspect, on request, copies of the OSMF records.<br>
- It would be reasonable to require Federated Organisations to provide copies to OSMF of their bylaws and incorporation documents. (along with certified translation, if these are not in English)<br>- Instead of such open-ended access to all records, the Federated Organisations could be required to provide an annual financial and activity report to the OSMF, and there be an obligation for the OSMF to do the same (provide financial report to the chapters)<br>
<br>* 4.1 - This seems to be already handled by 3.3. Upon joining a chapter, people either have the option to become full members of OSMF (or automatically become OSMF members). When a chapters agreement is terminated, that shouldn't change anyone's OSMF member status.<br>
<br>* 4.1a - nothing should be automatic<br><br>* 4.1b:<br><br>If the federated organisation is in breach (e.g. membership drops, chapters board/leaders quit or become unresponsive), it's not practical to expect the federated organisation to do anything further like setup special membership.<br>
<br>What is meant anyway by "special membership"? please specify? what it sounds like to me is that there might be possibility for unofficial chapters (e.g. not yet obtained legal status, are smaller groups, or in places like Brazil, where it's difficult to obtain legal status) who might not have all the same rights as regular chapters but get some recognition and form of affiliation with OSMF.<br>
<br>The issue of unofficial chapters (or call them something else) is worth discussing, but beyond the scope of the chapters agreement.<br><br>4.3 - This is not needed. It's already covered by the text under #4 ("In the event of a material breach of this agreement") since having similar and compatible aims is already a key requirement of the agreement (paragraph 3 of the preamble)<br>
<br>Other issues...<br><br clear="all">Geographic scope:<br><br>Shall chapters be permitted or not permitted to overlap in geographic scope? (e.g. OSM Canada & OSM Quebec is okay or not?) Shall the OSMF only permit such overlap with or without consultation with the existing chapter covering that geographic territory? <br>
<br>Points covered in Wikimedia's chapters agreement, that I think we should cover (especially regarding mediation)<br><br>Applicable law: <br><br>- "This agreement is subject to the laws of __
and the __, without regard to conflict of law rules."<br><br>Jurisdiction and venue - In the event of litigation, pertaining to the agreement, between OSMF and chapters, what shall be the jurisdiction for the litigation?<br>
<br>"The Foundation and Chapter agree that in the event of litigation, venue
shall be proper only in the courts of competent jurisdiction for __. The Foundation and Chapter agree to be
subject to the jurisdiction of said courts for purposes of any action
brought pursuant to this agreement."<br><br>Mediation - this is especially important:<br><br>"Prior to the commencement of any lawsuit, both parties agree to a
mandatory mediation process, to be conducted in person before a
certified mediator agreed by the parties. Upon completion of good faith
mediation and certification of an impasse by the mediator, either party
may bring suit no sooner than 30 days following the certification of
impasse."<br><br>Regards, <br>Katie Filbert<br><br><br>-- <br>Katie Filbert<br>@filbertkm<br>