[Local-chapters] OSM Local Chapters Draft v0.3

[Katie Filbert]

On Fri, Feb 19, 2010 at 11:25 AM, John Smith <deltafoxtrot256 at gmail.com>wrote:

> 2010/2/20 Katie Filbert <filbertk at gmail.com>:
> > Can you please make the document public.  Also, can I (and others) get
> > permission to edit the document?
>
> Some people who don't use common browsers can't view google docs at
> all, so I exported this PDF:
>
> http://map-data.bigtincan.com/data/OSM_Local_Chapters_Draft_v0_3.pdf
>

Thanks for posting the pdf.    Below are my comments, after having read the
document.

* Preamble -

Second paragraph - "Federated Member organisations will help to spread the
workload"

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.)

* 3.2 - "The Federated Organisation *may be required* by the Foundation to
provide local services to its members."

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.

Instead, we should adopt wording more like what Wikimedia uses:

"The Federated Organisation and the OpenStreetMap Foundation shall seek to
mutually support the activities each of the other."

-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.

* 3.3 - "The Federated Organisation members will automatically become
members"

- This should be optional (opt-in), as a checkbox when applying to be a
member of the local chapter, and not automatic.
- 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.

* 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."

- There may be privacy issues here that prevent the Federated Organisation,
in regards to membership records.
- 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.
- 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)
- 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)

* 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.

* 4.1a - nothing should be automatic

* 4.1b:

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.

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.

The issue of unofficial chapters (or call them something else) is worth
discussing, but beyond the scope of the chapters agreement.

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)

Other issues...

Geographic scope:

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?

Points covered in Wikimedia's chapters agreement, that I think we should
cover (especially regarding mediation)

Applicable law:

- "This agreement is subject to the laws of __ and the __, without regard to
conflict of law rules."

Jurisdiction and venue - In the event of litigation, pertaining to the
agreement, between OSMF and chapters, what shall be the jurisdiction for the
litigation?

"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."

Mediation - this is especially important:

"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."

Regards,
Katie Filbert


-- 
Katie Filbert
@filbertkm
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