[Osmf-talk] Board meeting/closed session

[Christoph Hormann]

I wanted to make a few comments regarding today's board meeting and the 
closed part of it.  For those who were not there:  The agenda item 

https://wiki.osmfoundation.org/wiki/Board/Minutes/2018-04-19#Corporate_donation_with_un-disclosed_amount

was not being discussed publicly but was being moved to a closed part of 
the meeting - IIRC the first time this has been done without it being 
announced in advance on the agenda.  A few questions for clarification 
regarding that:

* I am not exactly sure about the reason for not discussing this 
publicly.  IIRC there was a comment from a board member who said he 
does not feel able or comfortable to discuss this in a generic form but 
there was no formal decision to discuss it in closed session.  This 
does not feel right to me.  It would mean kind of a precedent that any 
board member can ask to close the meeting on any subject without a 
formal majority decision.
* Regarding the subject itself i have difficulties to understand how the 
board can discuss a matter like this in any other than a generic form 
(i.e. in terms of a general policy regarding what forms of donation are 
acceptable for the OSMF).   In other words:  It seems inconceivable to 
me that the board will make a decision either in favour or not in 
favour of this donation offer that does not have the form of a 
universal policy that would equally apply to any other corporation.
* There have been various board members who indicated they might be 
affected by a conflict of interest on the matter.  Did any of those 
refrain from participating in the discussion of the matter in the 
closed part of the meeting?  Does the board think members with a COI 
participating in the board's contemplation of a matter that will 
usually lead to the board members forming their opinion to presumedly 
be articulated in a later decision on it by those without a COI is 
acceptable?

I am sorry if these questions appear to be niggling but you probably 
remember last year we had the case of an unusual financial contribution 
being discussed in private in an overall less than optimal form.  So i 
am going to watch this one closely - even at the risk of appearing to 
be a PITA.

-- 
Christoph Hormann
http://www.imagico.de/