[Osmf-talk] clarification of the AoA amendment on board committees

[Allan Mustard]

Simon, et al,

> if the intent is to bring the OSMFs structure more in to line with the AoA
No, that's not the intent.  The intent is to get some volunteers to help
the Board put together a budget, raise funds, and deal with personnel
issues.  The Working Groups and community committees would not be
affected since they do the fun stuff (everything except the
aforementioned budgeting, raising funds, and dealing with personnel
issues).  We don't envision structural changes, just community assent
that the Board can formally enlist volunteers from the community to help
with housekeeping stuff.

> the classical examples being audit and remuneration committees (the
> later responsible for C-level executives remuneration)
I'll tell Mrs. Mustard that you think my OSMF salary should be doubled. 
😉  How much is 2x zero?

> it seems as if the board is currently of the opinion that it can't
> create working groups (or similar bodies) without encroaching on
> "community rights".
I have been told that quite specifically, by other Board members who
have longer tenures in the community than I do.  For example, the
Diversity and Inclusion Special Committee was created as a "special
committee" this year specifically because we were told it could not be a
Working Group if it was a creature of the Board.

> "board committee" does sound more important
I'm flattered but not convinced this is so.  A Board committee (like the
Board itself) deals with money and personnel, not mapping, hardware, or
software.  Mapping, hardware and software are much more important to the
project, overall.

> the unhappiness with the DWG is legend
I don't sense that this Board is unhappy with the DWG at all, and in
fact, this Board unanimously backed a DWG decision on indefinite
suspension that was escalated to the Board on appeal recently.  Maybe
historically this was the case but it doesn't seem to be now.

> simply removing part of a WGs remit and not even bothering to tell
> them about it as the board did in January with the LWG
We're still working on that.  It was bad communication, not bad faith,
and the remit was not removed.  I must also say that the Board misses
your presence on the LWG.  I reserve the right to call you and ask your
advice.

> after 5 years of stagnation, things have piled up on the OSMFs and its
> board plate, and it is good that that pile is being worked through
I was told 10 years.  Yes, we are working through that pile, and it is
upsetting some members of the community who have insisted to me that the
Board should do literally nothing, and exists only to comply with a
requirement of the Companies Act of 2006.  Much criticism of the Board
appears to originate in that belief.

> shouldn't be at the expense of predictability, communicating in
> advance what the plan is and giving everybody time to adapt
No argument there, and I'll try to be better at communicating. 

cheers,
apm


On 12/3/2020 4:30 AM, Simon Poole wrote:
>
> As this thread started off as a reply to my comments at
> https://www.openstreetmap.org/user/SimonPoole/diary/394975 I too want
> to make some clarifications.
>
> As I expressed in the diary post, I'm all for giving the board more
> flexibility in what kind of groups and persons it can delegate work
> and responsibility to. If it doesn't feel at ease with doing things
> that don't quite fit in the framework of the current AoA and going
> forward wants to "stick to the letter of the law", naturally that
> should be fixed. My point with respect to the AoA change is simply
> that it doesn't do that if that if the intent is to bring the OSMFs
> structure more in to line with the AoA because it leaves the existing
> working groups out in the cold, but more fundamentally I believe the
> board is barking up the wrong tree. 
>
> "Board committees", that is strict sub-groups of the board, are often
> created for special purposes, the classical examples being audit and
> remuneration committees (the later responsible for C-level executives
> remuneration), typically for areas of activities that are not part of
> normal business or which for obvious reasons can't be delegated to the
> executives. Though sometimes it might appear so :-), you can't really
> have the CEO determining their own salary in a company with any kind
> of larger ownership. In any case creating such committees is supported
> by the current AoAs and it would be completely possible to create
> board committees that deal with budget, fundraising and personnel.
>
> In a larger organisation such committees would naturally delegate most
> of the actual work to staff and then the committee would present the
> results to the board. Absent large numbers of staff, in the case of
> the OSMF this boils down to volunteers, individuals or groups of them.
>
> Which brings us to the real issue, it seems as if the board is
> currently of the opinion that it can't create working groups (or
> similar bodies) without encroaching on "community rights". This
> however this is clearly at odds with historic reality, matter of fact
> I'm really challenged to come up with a single WG that wasn't created
> directly by the board or action of a board member. Maybe the MWG, but
> definitely not the bulk of the groups.
>
> What is true, is that by the very nature of volunteering there is no
> guarantee that any group of any kind will attract enough dedicated
> volunteers to make it viable, but outside of the marketing aspect
> ("board committee" does sound more important), I fail to see  how the
> proposed changes to the AoA will make any positive difference to that.
> If at all, it would seem to work exactly the other way around, as the
> way the change is framed, as I've pointed out in my diary post, calls
> in to doubt all work done in the WGs other the last dozen years.
>
> Wrapping up on a slightly different angle: one of the reasons OSM has
> been adopted so well, far outside of any realistic expectations, over
> the last decade was the predictability with which the OSMF and the
> working groups acted.
>
> As a company and an organisation using OSM data you were able to rely
> on that if something went wrong, may it be a licence issue, be it  be
> a screwed up import or mechanical edit, you could count on not being
> hung from the next tree to please the vigilante mob. Detractors will
> argue that being nice and trying to work through the issues with the
> offenders allows the unscrupulous to take advantage of the movement,
> but I would argue that the damage to our collective ego caused by a
> steady hand is far outweighed by the benefits it brings and the
> success of OSM is the best proof.
>
> As a working group you could count on communications with the board
> being bi-directional, and the delegation of responsibilities being
> taken seriously. While I'm sure in the past the board has felt unease
> at more than one occasion with the actions of the WGs (the unhappiness
> with the DWG is legend), it would have previously been unheard of
> simply removing part of a WGs remit and not even bothering to tell
> them about it as the board did in January with the LWG. The board is
> not going to get more volunteers or to even be able to retain the
> current ones if it continues of that erratic path.
>
> Yes, after 5 years of stagnation, things have piled up on the OSMFs
> and its board plate, and it is good that that pile is being worked
> through, but this shouldn't be at the expense of predictability,
> communicating in advance what the plan is and giving everybody time to
> adapt. I used to say: everybody in OSM can do what they want, except
> the OSMF board.
>
> SImon
>
> Am 03.12.2020 um 03:30 schrieb Allan Mustard:
>>
>> I'm not sure that framework fits, if you consider that the "FOSS
>> Policy Committee" has an ongoing remit to determine FOSS policy and
>> promote FOSS usage.  Perhaps we should rename it the "FOSS Working
>> Group" in that case.  To be honest, I had not thought of the
>> committee vs. Working Group structure through that prism.
>>
>> Rather, I have lumped the existing Working Groups and various extant
>> committees/special committees consisting mainly of non-board members
>> (and invariably chaired by someone other than a Board member) into
>> the category of *OSM* work (data quality control, communications,
>> membership, etc.) while the proposed "Board committees" would deal
>> with *OSMF* work:  budgeting, raising funds, and personnel
>> management/contracting.  As a long-time government manager, I see a
>> sharp demarcation between what is often called "substantive" work (in
>> our case, anything related to the map database, i.e, "OSM community")
>> and "administrative" or "support" work (money and contracts, i.e.,
>> "OSMF", because it is the legal entity).  If the AoA amendment
>> passes, I foresee three "Board committees" being formed:  budget,
>> fundraising, and personnel.  All existing Working Groups, committees
>> of the community, and "special committees" would remain as they are,
>> nominally part of the Foundation but in reality creatures of the OSM
>> community, as would any future Working Groups and non-board committees.
>>
>> apm
>>
>> On 12/2/2020 9:03 PM, Christopher Beddow wrote:
>>> I am writing to support this. In the Microgrants Committee this
>>> became very relevant, on many notes. It's important to recognize the
>>> Microgrants Committee could be seen as a sort of working group but
>>> with a very specific project and an end date in theory. It also had
>>> a budget to manage which was provided by the foundation directly.
>>> There were some proposed microgrant projects that were rejected
>>> despite excellent merit due to fitting the activities of a working
>>> group and not the microgrants program (which went on to receive
>>> support and be successful that way as far as I can tell). 
>>>
>>> Allan, would it be accurate to describe OSMF committees as being
>>> focused on rather singular goals, often with a measurable timeline,
>>> perhaps as a sort of managed finite project rather than an open
>>> ended group of experts like a working group?
>>>
>>> For example, Data Working Group consists of experts set to answer
>>> questions and formulate ongoing policy about data. Meanwhile, a
>>> committee dealing with microgrants is given a fixed budget for one
>>> time use and has a single overall task to complete before pretty
>>> much shutting down, unless renewed for another term. Both groups are
>>> volunteers or appointed from a larger pool of volunteers. One is
>>> focused on sprints and one focused on marathons.
>>>
>>> I may be wrong so please correct this for the broader community
>>> understanding. 
>>>
>>> On Wed, Dec 2, 2020, 18:06 Allan Mustard
>>> <allan.mustard at osmfoundation.org
>>> <mailto:allan.mustard at osmfoundation.org>> wrote:
>>>
>>>     Please read my diary post clarifying what the proposed  Articles
>>>     of Association amendment is about.  There has been confusion
>>>     about it and I apologize for not being utterly, totally clear. 
>>>     The diary post is here: 
>>>     https://www.openstreetmap.org/user/apm-wa/diary/394981
>>>     <https://www.openstreetmap.org/user/apm-wa/diary/394981>. 
>>>     Please feel free to leave comments there or to reply to this
>>>     talk message.
>>>
>>>     The text of the diary post is as follows:
>>>
>>>>     The OSMF Board is asking the membership to approve an amendment
>>>>     to the Articles of Association that will allow Board committees
>>>>     (specified in the AoA as only consisting of Board members) to
>>>>     include any Foundation member, associate or full, to serve on a
>>>>     Board committee. The reason for this is that some of the
>>>>     Board’s administrative work, such as handling our finances, has
>>>>     proven very time consuming, more than one person can handle.
>>>>     Another sphere is the budget preparation, and yet another is
>>>>     fundraising. Since the Board is also hiring fulltime staff and
>>>>     engaging contractors, it needs help with oversight.
>>>>
>>>>     Some board members have been asked if this is intended to
>>>>     supplant the Working Groups. At least one diary entry has been
>>>>     posted by a community member asserting that this is the case,
>>>>     and urging Foundation members to vote against the amendment.
>>>>
>>>>     The proposed AoA amendment is NOT intended to supplant Working
>>>>     Groups. The Working Groups handle the substantive and
>>>>     administrative issues of the community, which is separate from
>>>>     the Foundation and the Board. The Working Groups would
>>>>     therefore not be affected. As I envision it, the Board
>>>>     committees would deal with personnel, budget, and fundraising,
>>>>     none of which fall in the remit of any Working Group.
>>>>
>>>>     I urge Foundation members to vote in favor of the AoA
>>>>     amendment, and then to volunteer to serve on one of the Board
>>>>     committees (and on Working Groups, too, but separately!)
>>>>
>>>     Thank you and happy mapping!
>>>     -------
>>>     /Allan Mustard, Chairperson/
>>>     /Board of Directors/
>>>     /OpenStreetMap Foundation/
>>>     _______________________________________________
>>>     osmf-talk mailing list
>>>     osmf-talk at openstreetmap.org <mailto:osmf-talk at openstreetmap.org>
>>>     https://lists.openstreetmap.org/listinfo/osmf-talk
>>>     <https://lists.openstreetmap.org/listinfo/osmf-talk>
>>>
>>
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-- 
-------
/Allan Mustard, Chairperson/
/Board of Directors/
/OpenStreetMap Foundation/
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