[Osmf-talk] Upcoming Special General Meeting Opinions?

Dermot McNally dermotm at gmail.com
Wed Dec 3 20:49:30 UTC 2014

Let me take a stab at this one. I will engage with each of the resolutions
in turn, but before I do, let me set the scene a little. From the moment I
learned of the initiative that has led to this EGM I was dismayed by the
prospect and the approach. We have recently had a lot of discussion about
tensions within the board and a number of opinions about what to do about
them. One worth mentioning is the suggestion of a board reboot - everybody
out and start again. At least some of the proponents of this have taken the
view that this should include an assumption that the pre-existing members
_not_ stand again (which, if you are to support the notion, seems to make
sense, since the current board members have all managed to get elected
before, why might they not again? And that wouldn't be much of a reboot,
would it?).

Why I bring this up? Because it's important to make the point that no
combination of results to the three resolutions at the EGM will lead to
that reboot. Certain outcomes will lead to a turnover of at least some
board members, leaving others continuing to serve. Certain of those
outcomes will also lead to the turned-over board members becoming
ineligible to serve again for a (longish) while. Again, none of those
outcomes represents a board reboot, but rather, a selective cull. And -
here's the important bit, I think - the resolutions tend to operate as a
package that is very different to the sum of its parts.

Taken separately, you could take the view that we have two related
resolutions that concern themselves with the whether and the how of term
limits and another saying "we'd like an election, even though we only just
had one". On the issue of term limits let me say that I am a waverer. They
are not evil, if we had one I would consider it a fair policy. On the other
hand, I can't point to any specific problem they would solve. Every
election, we tend not to be overrun with candidates. Enough to give voters
a choice and not so many that the chance to serve is really remote.

The issue of term limits has been discussed before in the board. I don't
recall anybody feeling very strongly in favour of them, but perhaps I'm
just misinterpreting a pragmatic reaction to a board that didn't tend in
that direction. I'm therefore quite surprised to see a swift (hasty?)
initiative as the parting gift from a departing board member. Be that as it
may, given that I don't find the idea objectionable, it's reasonable for me
to address the resolutions before us. I have difficulty with some of the
detail, in particular the packaging together of items that I would have
preferred to see decided separately. So for instance, it is a shame that
the questions could not have been rephrased along the following lines:

1. Do you think we should have a term limit at all?
2. If we are to have a limit, how long do you think it ought to be?
3. Having regard to that length, would you like to have an additional time
buffer that would further shorten the limit if an election is held shortly
before your main limit will kick in?
4. How long should that buffer be?
5. Should term resets be possible?
6. If so, how long? (options would include time served, but I'd like to
think that it could also be capped at the new limit as a kind of amnesty to
members who served before limits were in effect. Do we _really_ need to bar
veterans for more than 4 years [disclosure: this bit would not affect me
either way]).
7. Leaving aside any of this limit stuff, should an elected term be of a
predictable period (maybe 2 years) rather than having today's more complex
step-down rule? (Note that such a provision with no term limit seems to me
to be a good way of ensuring that board members do not overstay their
8. If we do introduce a term limit, should we take measures to trigger it
immediately on those board members already in excess of it even though they
have acted in good faith and some of them were re-elected less than a year
and a half ago?

As it happens, I find 4 years a bit short (5 seems a bit more like it) and
the half year buffer unnecessary (OK based on a 5 year limit but
potentially knocking a decent chunk out of an expected 4. And I really do
think that an eligibility reset should happen no later than 4 years (or
whatever the limit might be) after retirement.

At this point let me talk a little about the OSMF system of democracy. The
main instrument of democracy is the board election. Even though, for
complicated reasons to do with company law and member privacy, we have the
concept of associate and "normal" members, both grades get to vote in a
board election. When they have done so, they have shown themselves willing
to re-elect long-standing members. They certainly have every option to fire
them, either by not re-electing or though a motion of no-confidence. I am
uncomfortable at the prospect of a special resolution (over which associate
members have no say) overruling the preference of the "whole" electorate.
As a board we spent a lot of time trying to make sure that associate
members could exercise as much of a mandate as possible. So this is another
problem I have with the triggered effects of this full package of
resolutions. Anybody who plays "Magic the Gathering" will understand what I

Let's break it down: If we vote to hold more elections, _even_ if the term
limit is rejected, the stand-down rule we have will require the retiring of
2 board members on top of the two who only just retired. In this way, a
rule intended (I claim) to ensure that some portion of the board would turn
over each year (because that was how frequently we held elections) will be
used (I would suggest misused) to cause twice that many to turn over. This,
remember, in a timeframe where we have an initiative for a board reboot and
in spite of the fact that it cannot bring about a board reboot.

Should the term limit be adopted too, this triggered step-down now amounts
to a targeting of two specific board members, Henk and Oliver. Since it
fails to bring about a board reboot, it can be seen in no other light. Here
I will remind you all - there are two conventional ways to remove a
specific board member. You can not vote for them, but there's always the
danger that others will (democracy). In cases where the people really don't
know best, you may prefer a motion of no-confidence. This can be done more
swiftly, and the context should help alert voters of negative facts about
the candidate that they might not otherwise have heeded. But of course,
it's not very nice to propose such a motion in the absence of actual
wrongdoing. This combo-play that we have before us could have a very
similar effect but with no allegation of wrongdoing and no burden of proof.
And that seems very wrong to me.

Had we adopted a term limit in any normal way and left it at that, veteran
board members would have served out their terms with dignity. I can think
of no circumstances in which a foundation that spent years without term
limits would decide, in the absence of any compelling reason, to both
introduce them and apply them immediately rather than wait the modest
amount of time needed to allow them to kick in naturally. I don't like
subtexts in the workings of a foundation that is supposed to represent the
interests of people who like and respect each other and who pretty much
believe in the same things. And this is supposed to address issues of trust?

And so to my "manifesto" for the votes. In order of importance:

Forcing a general meeting with elections: Please don't do that. At least,
not in this way. If there are board members whom you want to get rid of
that urgently, state your reasons honestly and propose a motion of
no-confidence. We just had an election. We have a pretty freshened board.
Let us do our jobs (but feel free to tell us what you expect of us).

Adopting a reset rule based on time served: This is a tricky one - if we
vote yes for limits and no for this, does that mean a perpetual ban? On the
other hand, I think "time served" is too long and that the rehabilitation
period should be capped at the term limit applicable at the time. What the
hell - we can always adjust those rules later after a proper discussion.
Whatever you think yourselves.

Having a term limit at all: if you think we should have one, I won't be
offended. I don't think much of the bundling of provisions here
(particularly the half-year-sooner buffer, since we now know that
triggering elections is a thing around here), so I will probably vote
against the resolution as phrased, but you're all grown ups - if you like
it, go for it.

Finally, to anybody who may think I'm being a bit sensitive about all this
- when can you remember _any_ measure of significance to OSM being proposed
in a binding way that had to be dealt with with anything like this amount
of haste? We spent years working up to the licence change and even when we
set a deadline it was a very long one, we analysed the task in enormous
detail, we allowed ourselves to hurtle past the deadline (a bit) to be sure
to get it right and even then we had plenty of people accusing us of being
hasty, of railroading it through and even of not informing them of the
process at all. And yet here we are dealing with issues of long-term
significance with very short-term politics. That makes me sad. If it makes
you sad too, please heed my plea above and reject the holding of the second
election in as many months.

Happy mapping!

On 28 November 2014 at 18:44, Tim Waters <chippy2005 at gmail.com> wrote:

> Hello folks,
> Several days have passed since the announcement of the Special General
> Meeting (SGM) and we have just over a week until the vote occurs.
> I note a pattern in OSM related elections where the (sometimes
> impassioned) discussion seems to occur at the very last minute, often after
> proxy votes have started. Could we perhaps seek to start the discussion
> about this meeting before the last minute, and at least before proxy voting
> starts?
> I understand that "The board has decided not to take a position on the
> resolutions" ... and that...  "Board members with opinions are asked to
> speak their mind".
> May I ask that those Board members please feel encouraged to explain a
> little bit more about the meeting at this stage?
> We, members, do know know who proposed the SGM, or why and may not know
> what the changes really mean, and so I think that we may want to know such
> things before voting upon them at the end of next week.
> Best regards,
> Tim
> _______________________________________________
> osmf-talk mailing list
> osmf-talk at openstreetmap.org
> https://lists.openstreetmap.org/listinfo/osmf-talk

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