[Osmf-talk] Board elections - various responses

Andy Robinson (blackadder) blackadderajr at googlemail.com
Tue Aug 18 10:24:03 UTC 2009

Have been away from email for the last couple of weeks so wanted to make a
few responses to the various running threads during my absence.

OpenStreetMap Foundation was only created out of need, that need primarily
revolving around the necessity to have a conduit for official activities,
such as channelling money and providing representation. Since then I believe
that two further roles have become important, that of arbitrator and that of
active facilitator. These are all functions which cannot be done by any
individual alone on behalf of the wider OSM community. With respect to
active facilitation this relates to the need sometimes to progress
activities to a specific timescale or act formally in response to something,
which generally requires a decision to be made in a shorter timescale than
could otherwise be achieved by soliciting a general consensus from the

As a board we have been guided to date on the principal that if the
community can do it itself then the OSMF need not and should not be
involved, though of course OSMF could be involved if the wider community
consensus indicates that it should.

As a UK company limited by guarantee, OSMF has legal obligations under the
Companies Act. Some of these obligations are laid in stone in the company
Articles. Articles are what guide the board in what they do and how they
act. The initial Articles established when the OSMF was set up are very
boiler plate, however they are very normal for a UK company too. Anyone
offering comments about the number of members on the board, election of
chairman etc should read carefully the Memorandum and Articles to understand
what constrains us. Board members are all directors of the OSMF limited
company and as such we are bound to act in accordance with the law.

It's important to note that it is only the members of the OSMF that can
change the Articles, by way of a vote for or against proposed changed,
additional, or deleted clauses. Neither the elected Broad nor the wider OSM
community has any right under UK law to change the Articles.

The longer term issue is whether the Articles of Association serve our
needs, i.e. the needs of the OSMF membership (and I would hope also the
views of the wider OSM community). I will continue to support work on
looking at our Articles and seeking a wider consensus on any proposed
changes regardless of whether I am re-elected or not. 

Mike made the point in an email response that the position of Company
Secretary is no longer required. All directors of a company have the same
legal responsibility to make timely submission of accounts and update the
information for the public record. He is right that the OSMF still needs a
general secretary to facilitate the meetings and record the proceedings and
otherwise help the Board to comply with its requirements. As with the
position of Chair, the position of Secretary is something for the new Board
to decide upon once it meets. 

Finally a point about OSMF Board meetings. Over the last year we have had
the opportunity as a board to meet face to face on three occasions. These
have been invaluable meetings and by far the best way of making real
progress and assisting the decision making process. In an ideal world we
would make all of the Board meetings face to face. There are however so
reality checks to consider.
1. A face to face board meeting takes up at least a day of time. Time which
may not be available to those who undertake OSM activities in their "spare"
time. Those that work in the commercial sector are more likely to have a
sympathetic employer who "effectively" pays for their time.
2. There is a cost to bring everyone together regularly as all expenses need
to be paid. (travel/accommodation and venue etc).
3. There are practical aspects of bringing together a board that resides in
many different locations around the world.

My personal feeling on this latter point is that Board meetings should where
possible be held face to face, maybe say 6 per year, and that members should
be in receipt of a stipend to enable them to freely attend. The efficient
running of Working Groups will I feel be key to facilitating this, allowing
the full board to meet less frequently but being left to deal with the more
serious decisions & direction.

Look forward to seeing all at the AGM and party



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