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

[Simon Poole]

Hi Frederik

This looks good and nitpicking aside I would recommend adopting the changes.

Still, given that I'm responsible for some of the text that is being
changed, a couple of comments are in order.

*"rejection time frame"*

As I've pointed out before, the 7 days was chosen to make membership
"nearly" automatic, extending this to 30 days makes sense in that it
gives some more time to actually investigate if something seems to be
out of order. Naturally at the same time it gives the board more time to
drag its feet, so I'm not completely convinced that in practical terms
it will actually result it more time being available.

*"Increase vote eligibility lead time" and "Introduce board eligibility
lead time"
*

The technical clarifications clearly make sense and are unproblematic.
The increases in the lead times and the other "anti-takeover" changes
naturally make it more difficult for regular Joe contributor to join and
have full voting rights so while we might have to do this because of
threats to our organisation, it is only very reluctantly.

*"Fixed board terms and term limits"*

I find this OK and simple enough (my term limit proposal in 2014 was
more convoluted due to political considerations). I doubt that we really
need a "cooling off period" after which former directors become eligible
for the 3x2 terms, but wouldn't be opposed to it if there are strong
feelings on that issue.

Nitpicking:

- the current term lengths can be at least up to 5 periods, and not just
in theory as we have one lucky current board member that has managed to
do that.

- the OSMF doesn't have AGMs, so they shouldn't be referenced in the
explanatory text, further, because there is no hard requirement for the
board to have an annual meeting, the text should not reference years as
it does now, as the actual measure is periods between board elections.
In the same vein, while we are changing the AoA, would it be possible to
get rid of the remaining bogus reference to AGM in the AoA in article 81?

Simon

Am 16.10.2019 um 22:56 schrieb Frederik Ramm:
> 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
> vote.
>
> The changes we are proposing are detailed in this PDF:
>
> https://wiki.osmfoundation.org/w/images/c/c5/Suggested_AoA_Changes.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
> October.
>
> 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").
>
> Bye
> Frederik
>
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