[Osmf-talk] AoA changes and new fee waiver for this year's AGM

Frederik Ramm frederik at osmfoundation.org
Wed Oct 16 20:56:39 UTC 2019

Dear OSMF members,

the board of directors would like to suggest a couple of changes to the
Articles of Association, to be voted on in this year's AGM.

These changes are mostly the result of various concerns that were raised
in connection with the mass signup of employees of one company before
the last board election.

Our plan is to propose these changes on the ballot individually, so that
each of them can individually be accepted or rejected by the members.

The AoA changes require a majority of 75% of votes to pass, and only
normal members can vote. Other resolutions, that are not AoA changes,
only require a 50% majority, and normal as well as associate members can

The changes we are proposing are detailed in this PDF:


Here is a quick outline:

1. Increase the time, after signup, during which a membership
application can be rejected

2. Increase the time you need to be a member of the OSMF before you can
vote at an AGM

3. Introduce a minimum OSMF membership time before you can stand for a
board election

4. Fix board terms to be exactly 2 years long and allow individuals to
have at most three board terms

5. Replace the current "financial hardship" fee waiver by a general fee
waiver which means that anyone who makes a sizeable contribution
(mapping or otherwise) can become a member for free. This is the only
item that is not an AoA change.

The PDF has explanations about the how and why for each of these.

The board has discussed these changes with the MWG and we agree that
they make sense. We would now like to invite you, our members, to also
comment on these items and discuss them with us here. The outcome of the
discussion can either be that we put these items to a vote as they are,
or we could modify them, or drop them altogether.

Time is of the essence; the AGM is likely going to be in in the 2nd week
of December and we should finalize these proposals by the end of

The item we have most discussed on the board is the term limits; the new
system carries a greater risk of lack of continuity, and by being strict
about 3x2 years we make it impossible for someone to come back to the
board at a later time. The latter could be mitigated by adding a limit
like "not yet been elected three or more times IN THE 10 YEARS PRECEDING
THE ELECTION" or so - then someone could serve for 6 years, have a 4
year break, and come back. There is no clear majority for one over the
other on the board, and we could potentially just put both options out
there in a STV vote (so voters could state a preference order between
"change to term limit without option of coming back", "change to term
limit with option of coming back", and "no change").


Frederik Ramm
OpenStreetMap Foundation

Name & Registered Office:
OpenStreetMap Foundation
St John's Innovation Centre
Cowley Road
United Kingdom
A company limited by guarantee, registered in England and Wales.
Registration No. 05912761.

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