[HOT] Governance WG: Feedback on proxy use and "Quick meet" this Friday September 19 at 3pm UTC for reviewing use of proxies in upcoming Voting Members meeting

Jaakko Helleranta / Humanitarian OpenStreetMap Team (HOT) jaakko.helleranta at hotosm.org
Wed Sep 17 15:39:51 UTC 2014

Dear all,

We are planning to have the Voting Members meeting for lowering the quorum
requirement in our bylaws in mid-October and for the meeting we will allow
use of proxies for those that can not attend the meeting - so that we would
ensure to reach quorum (to change the quorum requirement in the current

Russ and I have drafted a policy for the use of proxies. We would like to
get feedback and approval from the Governance WG for the policy after which
the Board will also give its nod of OK to it.

The *drafted proxy policy can be viewed and comments suggested in this
Google Doc
registration required for commenting).
We hope to get feedback to this policy draft in the next two days and have
a live chat/ *meet this Friday, September 19 at 3 pm UTC in IRC #hot
channel*. That is, in pretty much exactly 48 hours. All feedback added to
the document or sent via email by the meeting time will be incorporated as
feedback for the Governance WG.

After approving this proxy use policy we will scope the best date for the
meeting among all of the voting members for about a week and then have the
actual meeting around mid-October.

*As a reminder of the background to this:*
The first meeting of the Governance Working group
about a month ago that we would aim to hold a Voting Members special
meeting as soon as possible to change the quorum requirement of our bylaws
so that we would actually be able to hold Voting Members meetings.
The meeting is "Special" simply because it is not the General Assembly aka.
the annual meeting of the organization.
This bylaws adjustment is an important matter that relates to pretty much
all other governance issues so I hope that we get this resolved well.

The Board adopted the Governance WG's suggestion to change the quorum to
1/4 as such and is passing it on to the Voting Members meeting (that is
expected to be held in October).

>From Board's August 2014 minutes

The Board decided to adopt the proposal of the Governance Working Group and
send for voting members’ approval the change of the bylaws article 5.6 to:

5.6    Quorum.

(a) At meetings of the Board of Directors, a majority of the directors then
in office shall be necessary to constitute a quorum for the transaction of

(b) At meetings of the Voting Members, one-fourth (1/4) of the voting
members shall be necessary to constitute a quorum for the transaction of

from their current form of:

5.6    Quorum.  At meetings, a majority of the directors then in office or
voting members shall be necessary to constitute a quorum for the
transaction of business.

Election committee will be gathered from interested community members by
Jaakko Helleranta & Russell Deffner who will announce the composition of
the committee to the community with details of meeting arrangements.

The meeting for approving the proposed bylaws amendment will be arranged
mainly as voting members’ meetings before with voting online prior to the
meeting. The use of proxies will be permitted, however (*) with maximum of
one proxy per voting member present in the meeting. Details on how proxies
can be used will be written and the details will be separately approved by
the Board before the explanation will be sent to the voting members.

With best regards,

Jaakko Helleranta * jaakko.helleranta at hotosm.org
Humanitarian OpenStreetMap Team (HOT) * http://hot.openstreetmap.org

Mobile: +505-8845-3391 (Nicaragua) * Voice(mail) / SMS / What's app:
Skype: jhelleranta * Twitter: @jaakkoh * Personal profile:
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