[Osmf-talk] Balancing the presence of the Humanitarian OpenStreetMap Team (HOT US Inc) in the OpenStreetMap Foundation

[Frederik Ramm]

Ben,

On 11/28/2015 01:37 PM, Ben Abelshausen wrote:
> As HOT-member I do have a problem with other HOT-members explicitly
> expressing distrust in the other members in being able to act in the
> best interest of the larger OSM-community and be a member of HOT at the
> same time. 

Apparently HOT have some way of obligating their members to act in the
interests of HOT (at least that's what has been hinted at when someone
says something in public and is then threatened with a code-of-conduct
process). If you're on their board of directors, that might even be a
legal obligation.

At the same time, if you're on the OSMF board, there's clearly a legal
obligation to act in the interests of OSMF, based in the UK companies act.

I can easily see potential conflicts of interest here; for example, in
the past HOT have attempted to register the trademark "Humanitarian
OpenStreetMap Team" without talking to the owner of the trademark
"OpenStreetMap" - the OSMF - first. From the HOT meeting minutes it can
be seen that they must have discussed this, i.e. they didn't simply
forget - they must have decided to go ahead with their registration
without talking to OSMF, potentially putting OSMF in the awkward
situation of having to file a formal objection to that new trademark in
order to protect its own.

This matter has now been resolved but similar things could easily occur
in the future, where an individual would be hard pressed to act in the
best interests of both organisations at the same time, especially
because it is not always obvious what the best interests are.

(It could be argued that the particular matter mentioned above, it would
have been in the best interests of HOT to talk to OSMF without delay,
and that it was just human error that prevented this from happening.
Hard to say.)

The same is also true for anyone from a corporate background running for
OSMF board; their contractual relationship to their employer might
require them to, even in their spare time, do nothing that would be
suitable to harm the employer's business. Imagine the OSMF debating
whether or not they should offer a low-fee paid tile subscription model
and market that as the "official OSM tile server" - would board members
working for a company that sells map tiles[*] perhaps violate their
employment contract by voting yes, or even by forgoing the opportunity
to lobby the rest of the board not to do it?

That's where "conflict of interest" rules come in, I think they were
mentioned by Mikel already. We do indeed have a rule in the OSMF board
that goes: "When a board member would be influenced by a conflict of
interest with respect to a decision, they will recuse themselves from
voting." - but is it enough? And: What are the contractual or "code of
conduct" relationships that people have with other organisations, could
"recusing themselves from voting" in the OSMF board already be construed
as a violation of such relationships?

I wonder how this is handled in other situations, I mean you have people
running for public office while being employed by companies or being on
the board of a non-profit - surely it must be legally clear in these
situations that if you're elected, you will not automatically steer your
city council in the direction of maximum profit for your employer?

Bye
Frederik

[*] like me, for example, except that I am my own employer.

-- 
Frederik Ramm  ##  eMail frederik at remote.org  ##  N49°00'09" E008°23'33"