[Osmf-talk] Board meeting/closed session

[Peter Barth]

Hi,

Christoph Hormann schrieb:
> Anyway my questions were fairly specific regarding the procedure of 
> closing the meeting for this matter and regarding what kind of decision 
> can be expected about this kind of inquiry and how this requires 
> discussing the identity of the potential donor here.

as you repeated this question in your reply to Mikel as well, I'll try
to answer it to the best of my knowledge: We don't have a rule and never
discussed that. But we had discussed or merely talked about kind of a
similar case (inviting someone to the board meeting). While the board
member assumed that it needs kind of a formal vote, we kind of agreed
that it's enough that there are no objection (which you might count as
agreement). 

I personally found it ok to move it to the closed part and wouldn't have
objected even if I was able to speak ;-) I just found it important to
talk about the topic at hand publicly so the members know what it's all
about. I noted that and I was heared. So I think that was ok.

Other than that, we probably could create some rule for how to request
closed portions of the meetings. But I think it's more important to make
it about the content rather than the way to request it. And while the
content in the end was not a good reason to disclose it from the public,
the vagueness of the request or our or my understanding thereof, made it
acceptable for movement. imho.

> > Re COI: Only Frederik refrained completely. But as there had been no
> > real discussion but only questions, it might be too early to judge if
> > there is a COI for others or not. Except you'd argue there's a
> > general COI for any kind of (corporate) donations.
> 
> No, for specific donations i expect a COI primarily in cases where the 
> potential donor is in a business relationship or in competition with an 
> organization/business the board member in question is involved with 
> (via employment or otherwise).
> 
> For general policy development regarding donations (which as said is IMO 
> the more relevant case) you could argue that any board member who is or 
> works for a potential donor has a COI.  But you could also argue that 
> the most common reasons of people making donation (tax reasons, desire 
> to support the OSMF, positive publicity) do not actually bear the 
> possibility of a conflict with the interests of the OSMF.

Yeah, so the spread of ways to view it are wide :-) And speaking of
competition, e.g. Mapbox has a very wide field of business cases. So on
one side of the spectrum one could argue that Mikel has always a COI, no
matter what it's about :D

> Indeed.  The concept of a COI is a fairly abstract thing - many people 
> mistake it as meaning a case where an undue influence actually occurs 
> in an objectively verifiable form - which is not what a COI means.  
> Instead it refers to the mere risk of this happening.
> 
> The other frequent evasive argument that is brought up, in particular in 
> the non-profit domain, is the "we are all working for the same goals 
> anyway" argument, the claim that because everyone is evidently invested 
> in a common primary goal this automatically rules out the possibility 
> that secondary interests affect the pursuit of this goal.
> 
> In my eyes this topic is one of the most obvious points where the OSMF 
> needs to change radically.  The lack of clear procedure and 
> transparency requirements in that context in the OSMF looks frightening 
> to me, in particular in terms of reputational risks this creates.  The 
> idea that in an organization of the size and scope of the OSMF this can 
> exclusively be based on personal trust in those in decision making 
> position is unrealistic and ultimately reckless IMO.

I kind of agree. But I really have troubles making up my mind about that
or seeing at least a very rough form of rules that might help. There are
many clear cases of course. But finding the line to draw is very
difficult imho.

I'm not sure if you have a clear opinion on it. But taken my example
from above, would you argue that a Mapbox employee kind of always has an
COI?!

Btw, I didn't talk to Mikel about that. But I don't think he's closing
down the discussion but just is someone on the other side of the 
spectrum. I think there are just many that can't imagin to ever act in a
way that would harm OSM/OSMF (I know, that's not what COI is about).
He's been involved with OSM at a time there was no Mapbox. Same applies 
for Frederik and Martijn. I guess it's harder for them to admit an COI 
for a particular case as they see themselves with a OSM/OSMF hat on in 
any case.

Peda