[Osmf-talk] Board meeting/closed session

[Christoph Hormann]

On Friday 20 April 2018, Peter Barth wrote:
>
> 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).

That is kind of what i figured from what Mikel wrote.  And i suppose 
this is essentially also how you set up the agenda of a meeting.  But 
having listened to the meeting it still felt strange - not how i would 
handle things if it was up to me.

Just for understanding:  When i saw this topic on the agenda my first 
reaction was that this is a question of policy and the board is 
probably going to contemplate if and how to accept this kind of 
donations in general.  It never occurred to me that this might need to 
involve talking about the identity of the specific corporation 
inquiring about this.  Ultimately that is the lazy guy in me who would 
not want to risk being required to think about a problem twice if you 
can solve it in a generic form and be done with it once and for all.  I 
probably need to accept that not everyone thinks this way and the 
spontaneous reaction of others to such an inquiry is to discuss and 
decide on this specific inquiry and when the next inquiry comes along 
to do the same thing again.

> [...]
> 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?!

I think the OSMF should rethink and discuss the role of companies with 
OSM connection in its organization.  The fact that at least five of the 
seven current board members are either employed by or own 
companies/organizations with OSM connection is a remarkable situation 
that is not without problems (in particular since the OSMF is meant to 
be the representation of the OSM community which is overwhelmingly a 
community of hobby mappers).

Or look at it this way:  Imagine the board of directors of Bosch or 
Continental (large German automobile parts suppliers) to consist to 5/7 
of employees or owners of Daimler, BMW and Volkswagen.  I am no expert 
in corporate law so i am not sure if that is even legally possible - 
probably not.  But even if it was as a shareholder of Bosch/Continental 
i would definitely be not amused.

I have no definite opinion on how exactly to approach this problem but i 
tend to think that the board as the highest authority and the main 
oversight in the organization's day to day business (the members 
formally stand above it but they can only articulate their authority 
once a year in a rather limited form) should not include people with 
OSM related business affiliations.  If this was to be established it 
would of course be important to give community members with OSM related 
business affiliations an opportunity to contribute in the OSMF work in 
a comprehensive form.  I could imagine a much larger fraction of the 
OSMF work in such a situation being done by other parts of the 
organization (working groups or newly created structures) and the work 
of the board being limited to oversight, policy decisions and strategic 
planning.

The alternative would be to establish an internal auditing within the 
OSMF that is relatively independent of the board that consists of 
people with no OSM related business affiliation (i.e. hobby mappers) 
and which is preferably chosen by the OSM community as a whole (and not 
just the OSMF members).  The disadvantage of this approach is that it 
has the potential to create a lot of friction without a substantial 
positive effect since the board would of course ultimately not be 
required to follow the recommendations of the internal auditing.

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