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<p>Jochen,</p>
<p>Thank you for raising your points. Here are my responses:</p>
<p>
<blockquote type="cite"> I don't think this has to be done in the
AoA, but it can be done in a more<br clear="none">
informal bye-law that can be changed and amended as the actual
practice<br clear="none">
of doing things evolves.</blockquote>
The AoA says clearly that board committees may only consist of
board members in paragraph 91. That's why we need an amendment to
the AoA.</p>
<p>
<blockquote type="cite">If the OSMF hires<br clear="none">
a sysadmin, is this under the purview of the "hiring committee",
or the<br clear="none">
"sysadmin working group"? We can not see the working groups as
somehow<br clear="none">
distinct from the OSMF. They have budgets, spend the money of
the OSMF.<br clear="none">
Decisions of working groups have been overruled by the board. </blockquote>
When I worked for the U.S. government, my personnel paperwork was
handled by a Personnel (later Human Resources) Division, but I was
supervised by the line division in which I worked. When I was a
grains analyst, I worked for the Grain and Feed Division; when I
was an agricultural attache overseas, I worked for the attache
service. But my paperwork (payroll, travel orders, etc.) was
handled by the Personnel Division. This would be similar. The
Board committee would handle the paperwork but in the case of a
sysadmin, the sysadmin would effectively work for the OWG, and
take guidance from it, not the Board. Same for software projects
we fund, if we can get the EWG reinvigorated. Board would handle
the finances and contracting, but the EWG would provide the
guidance. <br>
</p>
<p>
<blockquote type="cite">I don't see that there are clearly
distinct types of "groups"<br clear="none">
in the OSMF. We have what we call "working groups" and we can
have more<br clear="none">
working groups for all sorts of things. Some do more
"administrative"<br clear="none">
things, some more "community" things, but really, there is a
continuum.<br clear="none">
So why do we need a distinction here?</blockquote>
It comes down to money and legal liability/responsibility. The
Working Groups don't have legal standing. The Board does. So the
budget is the Board's responsibility, as is fundraising, and so
are any contracts (including hiring of personnel and procurement
of services). We do this already for the OWG in leasing services,
software licenses, bandwidth--the OWG decides what it needs and
our treasurer pays the bills. Because the workload on the Board
has increased, the Board is asking for permission to enlist
volunteers from the community to share the existing, larger
workload.</p>
<p>cheers,<br>
apm</p>
On 12/5/2020 7:42 AM, Mikel Maron wrote:<br>
<blockquote type="cite"
cite="mid:1984960124.3012070.1607172133124@mail.yahoo.com">
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Jochen, you make good points about clarity on overall structure,
and I agree with you about how working groups are situated in
osmf. I’m just going to speak very specifically to “why
committees” and why the change. There are a few specific things
which are and will remain board responsibilities. Compiling and
preparing overall budget. Fundraising. Looking after personnel.
This is currently individual responsibility (treasurer and
secretary). We want to formally spread the load. And if there’s
someone outside the board that can provide expertise and effort,
we want to be able to work with them. That’s the entire purpose of
the AoA change in my opinion. They’ll remain small groups, and
won’t operate in the same way as working groups. They report back
to board directly, don’t have expanding membership.
<div><br>
Mikel<br>
<p class="yahoo-quoted-begin" style="font-size: 15px; color:
#715FFA; padding-top: 15px; margin-top: 0">On Saturday,
December 5, 2020, 4:07 AM, Jochen Topf
<a class="moz-txt-link-rfc2396E" href="mailto:jochen@remote.org"><jochen@remote.org></a> wrote:</p>
<blockquote class="iosymail">Hi!<br clear="none">
<br clear="none">
there are two aspects of the Committee/Working Group
discussion that I<br clear="none">
want raise here.<br clear="none">
<br clear="none">
First: Why do we need an AoA amendment? I don't know any
organization,<br clear="none">
for-profit or non-for-profit, where the board does all the
work. It is<br clear="none">
kind of obvious to me that the board can delegate work and<br
clear="none">
responsibility to others, be they paid or not. (Of course, the
final<br clear="none">
responsibility rests with the board, legally and because they
are the<br clear="none">
only ones the members voted for.) I am on the board of
directors of<br clear="none">
FOSSGIS, the German OSMF chapter. Our AoA equivalent only
contains one<br clear="none">
sentence roughly translated to "The board can name
representatives for<br clear="none">
special issues". It doesn't say anything about working groups
or<br clear="none">
committees, because it doesn't have to. We have always had
working<br clear="none">
groups and the like and nobody ever asked for a change of the
AoA.<br clear="none">
Maybe there is something fundamentally different in British
law that<br clear="none">
says, we need this, if that's the case, please tell us.<br
clear="none">
<br clear="none">
Now I do think there is some value in writing down how the<br
clear="none">
organizational structure is supposed to work. This helps
everybody<br clear="none">
understand the system and work together better. And, as this
discussion<br clear="none">
shows, there are a lot of differences how we perceive the
existing<br clear="none">
organizational structure, so clarification here would be
great. But I<br clear="none">
don't think this has to be done in the AoA, but it can be done
in a more<br clear="none">
informal bye-law that can be changed and amended as the actual
practice<br clear="none">
of doing things evolves. And it has to come after, or maybe
more "at the<br clear="none">
same time" as actually setting up this structure. Otherwise we
have<br clear="none">
changed the AoA with great effort and then figure out that the
structure<br clear="none">
we intended doesn't work in real-live as we expected and now
can't be<br clear="none">
changed again without large effort. And because in the end the<br
clear="none">
responsibility rests with the board anyway, the board can set
up this<br clear="none">
structure in a way it wants to do this without explicit
approval from<br clear="none">
the members. Its good to discuss these things before
implementing them,<br clear="none">
but it doesn't need a vote.<br clear="none">
<br clear="none">
Now to the second issue: Allan makes an argument for there
being two<br clear="none">
different kinds of "groups". The "board committees" doing
things<br clear="none">
internal to OSMF and the "working groups" doing things that
are more<br clear="none">
"community things". This goes back to the view that the OSMF
has only a<br clear="none">
supporting role in the OSM community but should not control
it. And I<br clear="none">
understand where he is coming from, but I don't think this
reflects the<br clear="none">
reality of what we are doing.<br clear="none">
<br clear="none">
There simply is no way to keep these things separate. If the
OSMF hires<br clear="none">
a sysadmin, is this under the purview of the "hiring
committee", or the<br clear="none">
"sysadmin working group"? We can not see the working groups as
somehow<br clear="none">
distinct from the OSMF. They have budgets, spend the money of
the OSMF.<br clear="none">
Decisions of working groups have been overruled by the board.
The<br clear="none">
decisions of the data working group come with the power to
block<br clear="none">
accounts which comes from the power of those running the
servers and the<br clear="none">
servers run on OSMF money. It is good that the OSMF runs the
shop with a<br clear="none">
light touch. But it is involved. And it will become more
involved in the<br clear="none">
future. So I don't believe the distinction that Allan sees, is
there.<br clear="none">
<br clear="none">
And we can argue for a long time whether working groups have
in the past<br clear="none">
been created by the board or by the community or how they
should be<br clear="none">
created in the future. The reality is always fuzzy. There were
people<br clear="none">
seeing the need to do things, so they did them. And their
informal work<br clear="none">
morphed into something more formal over time. Today the
working groups<br clear="none">
have budgets and many have special "powers", like the
membership working<br clear="none">
group which has, obviously, access to membership records, so I
don't<br clear="none">
know how more "internal" to OSMF something would get.<br
clear="none">
<br clear="none">
To sum up: I don't see that there are clearly distinct types
of "groups"<br clear="none">
in the OSMF. We have what we call "working groups" and we can
have more<br clear="none">
working groups for all sorts of things. Some do more
"administrative"<br clear="none">
things, some more "community" things, but really, there is a
continuum.<br clear="none">
So why do we need a distinction here?<br clear="none">
<br clear="none">
Jochen<br clear="none">
<br clear="none">
On Wed, Dec 02, 2020 at 09:30:38PM -0500, Allan Mustard wrote:<br
clear="none">
> Date: Wed, 2 Dec 2020 21:30:38 -0500<br clear="none">
> From: Allan Mustard <<a shape="rect"
ymailto="mailto:allan.mustard@osmfoundation.org"
href="mailto:allan.mustard@osmfoundation.org"
moz-do-not-send="true">allan.mustard@osmfoundation.org</a>><br
clear="none">
> To: Christopher Beddow <<a shape="rect"
ymailto="mailto:christopher.beddow@gmail.com"
href="mailto:christopher.beddow@gmail.com"
moz-do-not-send="true">christopher.beddow@gmail.com</a>><br
clear="none">
> Cc: OSMF Talk <<a shape="rect"
ymailto="mailto:osmf-talk@openstreetmap.org"
href="mailto:osmf-talk@openstreetmap.org"
moz-do-not-send="true">osmf-talk@openstreetmap.org</a>><br
clear="none">
> Subject: Re: [Osmf-talk] clarification of the AoA
amendment on board<br clear="none">
> committees<br clear="none">
> <br clear="none">
> I'm not sure that framework fits, if you consider that
the "FOSS Policy<br clear="none">
> Committee" has an ongoing remit to determine FOSS policy
and promote<br clear="none">
> FOSS usage. Perhaps we should rename it the "FOSS
Working Group" in<br clear="none">
> that case. To be honest, I had not thought of the
committee vs. Working<br clear="none">
> Group structure through that prism.<br clear="none">
> <br clear="none">
> Rather, I have lumped the existing Working Groups and
various extant<br clear="none">
> committees/special committees consisting mainly of
non-board members<br clear="none">
> (and invariably chaired by someone other than a Board
member) into the<br clear="none">
> category of *OSM* work (data quality control,
communications,<br clear="none">
> membership, etc.) while the proposed "Board committees"
would deal with<br clear="none">
> *OSMF* work: budgeting, raising funds, and personnel<br
clear="none">
> management/contracting. As a long-time government
manager, I see a<br clear="none">
> sharp demarcation between what is often called
"substantive" work (in<br clear="none">
> our case, anything related to the map database, i.e, "OSM
community")<br clear="none">
> and "administrative" or "support" work (money and
contracts, i.e.,<br clear="none">
> "OSMF", because it is the legal entity). If the AoA
amendment passes, I<br clear="none">
> foresee three "Board committees" being formed: budget,
fundraising, and<br clear="none">
> personnel. All existing Working Groups, committees of
the community,<br clear="none">
> and "special committees" would remain as they are,
nominally part of the<br clear="none">
> Foundation but in reality creatures of the OSM community,
as would any<br clear="none">
> future Working Groups and non-board committees.<br
clear="none">
> <br clear="none">
> apm<br clear="none">
> <br clear="none">
> On 12/2/2020 9:03 PM, Christopher Beddow wrote:<br
clear="none">
> > I am writing to support this. In the Microgrants
Committee this became<br clear="none">
> > very relevant, on many notes. It's important to
recognize the<br clear="none">
> > Microgrants Committee could be seen as a sort of
working group but<br clear="none">
> > with a very specific project and an end date in
theory. It also had a<br clear="none">
> > budget to manage which was provided by the
foundation directly. There<br clear="none">
> > were some proposed microgrant projects that were
rejected despite<br clear="none">
> > excellent merit due to fitting the activities of a
working group and<br clear="none">
> > not the microgrants program (which went on to
receive support and be<br clear="none">
> > successful that way as far as I can tell). <br
clear="none">
> ><br clear="none">
> > Allan, would it be accurate to describe OSMF
committees as being<br clear="none">
> > focused on rather singular goals, often with a
measurable timeline,<br clear="none">
> > perhaps as a sort of managed finite project rather
than an open ended<br clear="none">
> > group of experts like a working group?<br
clear="none">
> ><br clear="none">
> > For example, Data Working Group consists of experts
set to answer<br clear="none">
> > questions and formulate ongoing policy about data.
Meanwhile, a<br clear="none">
> > committee dealing with microgrants is given a fixed
budget for one<br clear="none">
> > time use and has a single overall task to complete
before pretty much<br clear="none">
> > shutting down, unless renewed for another term. Both
groups are<br clear="none">
> > volunteers or appointed from a larger pool of
volunteers. One is<br clear="none">
> > focused on sprints and one focused on marathons.<br
clear="none">
> ><br clear="none">
> > I may be wrong so please correct this for the
broader community<br clear="none">
> > understanding. <br clear="none">
> ><br clear="none">
> > On Wed, Dec 2, 2020, 18:06 Allan Mustard<br
clear="none">
> > <<a shape="rect"
ymailto="mailto:allan.mustard@osmfoundation.org"
href="mailto:allan.mustard@osmfoundation.org"
moz-do-not-send="true">allan.mustard@osmfoundation.org</a><br
clear="none">
> > <mailto:<a shape="rect"
ymailto="mailto:allan.mustard@osmfoundation.org"
href="mailto:allan.mustard@osmfoundation.org"
moz-do-not-send="true">allan.mustard@osmfoundation.org</a>>>
wrote:<br clear="none">
> ><br clear="none">
> > Please read my diary post clarifying what the
proposed Articles<br clear="none">
> > of Association amendment is about. There has
been confusion about<br clear="none">
> > it and I apologize for not being utterly, totally
clear. The<br clear="none">
> > diary post is here: <br clear="none">
> > <a shape="rect"
href="https://www.openstreetmap.org/user/apm-wa/diary/394981"
target="_blank" moz-do-not-send="true">https://www.openstreetmap.org/user/apm-wa/diary/394981</a><br
clear="none">
> > <<a shape="rect"
href="https://www.openstreetmap.org/user/apm-wa/diary/394981"
target="_blank" moz-do-not-send="true">https://www.openstreetmap.org/user/apm-wa/diary/394981</a>>.
Please<br clear="none">
> > feel free to leave comments there or to reply to
this talk message.<br clear="none">
> ><br clear="none">
> > The text of the diary post is as follows:<br
clear="none">
> ><br clear="none">
> >> The OSMF Board is asking the membership to
approve an amendment<br clear="none">
> >> to the Articles of Association that will
allow Board committees<br clear="none">
> >> (specified in the AoA as only consisting of
Board members) to<br clear="none">
> >> include any Foundation member, associate or
full, to serve on a<br clear="none">
> >> Board committee. The reason for this is that
some of the Board’s<br clear="none">
> >> administrative work, such as handling our
finances, has proven<br clear="none">
> >> very time consuming, more than one person can
handle. Another<br clear="none">
> >> sphere is the budget preparation, and yet
another is fundraising.<br clear="none">
> >> Since the Board is also hiring fulltime staff
and engaging<br clear="none">
> >> contractors, it needs help with oversight.<br
clear="none">
> >><br clear="none">
> >> Some board members have been asked if this is
intended to<br clear="none">
> >> supplant the Working Groups. At least one
diary entry has been<br clear="none">
> >> posted by a community member asserting that
this is the case, and<br clear="none">
> >> urging Foundation members to vote against the
amendment.<br clear="none">
> >><br clear="none">
> >> The proposed AoA amendment is NOT intended to
supplant Working<br clear="none">
> >> Groups. The Working Groups handle the
substantive and<br clear="none">
> >> administrative issues of the community, which
is separate from<br clear="none">
> >> the Foundation and the Board. The Working
Groups would therefore<br clear="none">
> >> not be affected. As I envision it, the Board
committees would<br clear="none">
> >> deal with personnel, budget, and fundraising,
none of which fall<br clear="none">
> >> in the remit of any Working Group.<br
clear="none">
> >><br clear="none">
> >> I urge Foundation members to vote in favor of
the AoA amendment,<br clear="none">
> >> and then to volunteer to serve on one of the
Board committees<br clear="none">
> >> (and on Working Groups, too, but separately!)<br
clear="none">
> >><br clear="none">
> > Thank you and happy mapping!<br clear="none">
> > -------<br clear="none">
> > /Allan Mustard, Chairperson/<br clear="none">
> > /Board of Directors/<br clear="none">
> > /OpenStreetMap Foundation/<br clear="none">
> > _______________________________________________<br
clear="none">
> > osmf-talk mailing list<br clear="none">
> > <a shape="rect"
ymailto="mailto:osmf-talk@openstreetmap.org"
href="mailto:osmf-talk@openstreetmap.org"
moz-do-not-send="true">osmf-talk@openstreetmap.org</a>
<mailto:<a shape="rect"
ymailto="mailto:osmf-talk@openstreetmap.org"
href="mailto:osmf-talk@openstreetmap.org"
moz-do-not-send="true">osmf-talk@openstreetmap.org</a>><br
clear="none">
> > <a shape="rect"
href="https://lists.openstreetmap.org/listinfo/osmf-talk"
target="_blank" moz-do-not-send="true">https://lists.openstreetmap.org/listinfo/osmf-talk</a><br
clear="none">
> > <<a shape="rect"
href="https://lists.openstreetmap.org/listinfo/osmf-talk"
target="_blank" moz-do-not-send="true">https://lists.openstreetmap.org/listinfo/osmf-talk</a>><br
clear="none">
> ><br clear="none">
<br clear="none">
> _______________________________________________<br
clear="none">
> osmf-talk mailing list<br clear="none">
> <a shape="rect"
ymailto="mailto:osmf-talk@openstreetmap.org"
href="mailto:osmf-talk@openstreetmap.org"
moz-do-not-send="true">osmf-talk@openstreetmap.org</a><br
clear="none">
> <a shape="rect"
href="https://lists.openstreetmap.org/listinfo/osmf-talk"
target="_blank" moz-do-not-send="true">https://lists.openstreetmap.org/listinfo/osmf-talk</a><br
clear="none">
<br clear="none">
<br clear="none">
-- <br clear="none">
Jochen Topf <a shape="rect"
ymailto="mailto:jochen@remote.org"
href="mailto:jochen@remote.org" moz-do-not-send="true">jochen@remote.org</a>
<a shape="rect" href="https://www.jochentopf.com/ "
target="_blank" moz-do-not-send="true">https://www.jochentopf.com/
</a> <a dir="ltr" href="tel:+49-351-31778688"
x-apple-data-detectors="true"
x-apple-data-detectors-type="telephone"
x-apple-data-detectors-result="17" moz-do-not-send="true">+49-351-31778688</a>
<div class="yqt2501844382" id="yqtfd73501"><br clear="none">
<br clear="none">
_______________________________________________<br
clear="none">
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href="mailto:osmf-talk@openstreetmap.org"
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</div>
</blockquote>
</div>
</blockquote>
<div class="moz-signature">-- <br>
-------<br>
<i>Allan Mustard, Chairperson</i><br>
<i>Board of Directors</i><br>
<i>OpenStreetMap Foundation</i></div>
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