[Osmf-talk] Board meeting/closed session

Blake Girardot bgirardot at gmail.com
Thu Apr 19 23:30:35 UTC 2018

Hi all,

Having been involved in fundraising, my experience is that there are
good reasons to discuss some donations in private, especially if the
donor or potential donor asks for confidentiality for a time or even
to make it an anonymous donation.

OSMF's board on the whole are experienced, professional, folks whom I
trust to put the best interests of OSM first. They have made a ton of
progress in opening the board meetings and increasing transparency
over the past few years. If they feel the best course of action is to
discuss this in closed session, I have never seen a reason to doubt
their judgement in such matters.

Conflicts of interest also do not prevent someone from expressing
their opinion or contributing to discussion. It usually excludes them
from the vote on the matter, but that is about it.

Good luck on securing the donation!


On Thu, Apr 19, 2018 at 5:41 PM, Christoph Hormann <chris_hormann at gmx.de> wrote:
> 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/
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Blake Girardot
OSM Wiki - https://wiki.openstreetmap.org/wiki/User:Bgirardot
HOTOSM Member - https://hotosm.org/users/blake_girardot
skype: jblakegirardot

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