[Osmf-talk] clarification of the AoA amendment on board committees
Allan Mustard
allan.mustard at osmfoundation.org
Sat Dec 5 14:59:30 UTC 2020
Jochen,
Thank you for raising your points. Here are my responses:
> I don't think this has to be done in the AoA, but it can be done in a more
> informal bye-law that can be changed and amended as the actual practice
> of doing things evolves.
The AoA says clearly that board committees may only consist of board
members in paragraph 91. That's why we need an amendment to the AoA.
> If the OSMF hires
> a sysadmin, is this under the purview of the "hiring committee", or the
> "sysadmin working group"? We can not see the working groups as somehow
> distinct from the OSMF. They have budgets, spend the money of the OSMF.
> Decisions of working groups have been overruled by the board.
When I worked for the U.S. government, my personnel paperwork was
handled by a Personnel (later Human Resources) Division, but I was
supervised by the line division in which I worked. When I was a grains
analyst, I worked for the Grain and Feed Division; when I was an
agricultural attache overseas, I worked for the attache service. But my
paperwork (payroll, travel orders, etc.) was handled by the Personnel
Division. This would be similar. The Board committee would handle the
paperwork but in the case of a sysadmin, the sysadmin would effectively
work for the OWG, and take guidance from it, not the Board. Same for
software projects we fund, if we can get the EWG reinvigorated. Board
would handle the finances and contracting, but the EWG would provide the
guidance.
> I don't see that there are clearly distinct types of "groups"
> in the OSMF. We have what we call "working groups" and we can have more
> working groups for all sorts of things. Some do more "administrative"
> things, some more "community" things, but really, there is a continuum.
> So why do we need a distinction here?
It comes down to money and legal liability/responsibility. The Working
Groups don't have legal standing. The Board does. So the budget is the
Board's responsibility, as is fundraising, and so are any contracts
(including hiring of personnel and procurement of services). We do this
already for the OWG in leasing services, software licenses,
bandwidth--the OWG decides what it needs and our treasurer pays the
bills. Because the workload on the Board has increased, the Board is
asking for permission to enlist volunteers from the community to share
the existing, larger workload.
cheers,
apm
On 12/5/2020 7:42 AM, Mikel Maron wrote:
> Jochen, you make good points about clarity on overall structure, and I
> agree with you about how working groups are situated in osmf. I’m just
> going to speak very specifically to “why committees” and why the
> change. There are a few specific things which are and will remain
> board responsibilities. Compiling and preparing overall budget.
> Fundraising. Looking after personnel. This is currently individual
> responsibility (treasurer and secretary). We want to formally spread
> the load. And if there’s someone outside the board that can provide
> expertise and effort, we want to be able to work with them. That’s the
> entire purpose of the AoA change in my opinion. They’ll remain small
> groups, and won’t operate in the same way as working groups. They
> report back to board directly, don’t have expanding membership.
>
> Mikel
>
> On Saturday, December 5, 2020, 4:07 AM, Jochen Topf
> <jochen at remote.org> wrote:
>
> Hi!
>
> there are two aspects of the Committee/Working Group discussion that I
> want raise here.
>
> First: Why do we need an AoA amendment? I don't know any organization,
> for-profit or non-for-profit, where the board does all the work. It is
> kind of obvious to me that the board can delegate work and
> responsibility to others, be they paid or not. (Of course, the final
> responsibility rests with the board, legally and because they are the
> only ones the members voted for.) I am on the board of directors of
> FOSSGIS, the German OSMF chapter. Our AoA equivalent only contains one
> sentence roughly translated to "The board can name representatives for
> special issues". It doesn't say anything about working groups or
> committees, because it doesn't have to. We have always had working
> groups and the like and nobody ever asked for a change of the AoA.
> Maybe there is something fundamentally different in British law that
> says, we need this, if that's the case, please tell us.
>
> Now I do think there is some value in writing down how the
> organizational structure is supposed to work. This helps everybody
> understand the system and work together better. And, as this
> discussion
> shows, there are a lot of differences how we perceive the existing
> organizational structure, so clarification here would be great. But I
> don't think this has to be done in the AoA, but it can be done in
> a more
> informal bye-law that can be changed and amended as the actual
> practice
> of doing things evolves. And it has to come after, or maybe more
> "at the
> same time" as actually setting up this structure. Otherwise we have
> changed the AoA with great effort and then figure out that the
> structure
> we intended doesn't work in real-live as we expected and now can't be
> changed again without large effort. And because in the end the
> responsibility rests with the board anyway, the board can set up this
> structure in a way it wants to do this without explicit approval from
> the members. Its good to discuss these things before implementing
> them,
> but it doesn't need a vote.
>
> Now to the second issue: Allan makes an argument for there being two
> different kinds of "groups". The "board committees" doing things
> internal to OSMF and the "working groups" doing things that are more
> "community things". This goes back to the view that the OSMF has
> only a
> supporting role in the OSM community but should not control it. And I
> understand where he is coming from, but I don't think this
> reflects the
> reality of what we are doing.
>
> There simply is no way to keep these things separate. If the OSMF
> hires
> a sysadmin, is this under the purview of the "hiring committee",
> or the
> "sysadmin working group"? We can not see the working groups as somehow
> distinct from the OSMF. They have budgets, spend the money of the
> OSMF.
> Decisions of working groups have been overruled by the board. The
> decisions of the data working group come with the power to block
> accounts which comes from the power of those running the servers
> and the
> servers run on OSMF money. It is good that the OSMF runs the shop
> with a
> light touch. But it is involved. And it will become more involved
> in the
> future. So I don't believe the distinction that Allan sees, is there.
>
> And we can argue for a long time whether working groups have in
> the past
> been created by the board or by the community or how they should be
> created in the future. The reality is always fuzzy. There were people
> seeing the need to do things, so they did them. And their informal
> work
> morphed into something more formal over time. Today the working groups
> have budgets and many have special "powers", like the membership
> working
> group which has, obviously, access to membership records, so I don't
> know how more "internal" to OSMF something would get.
>
> To sum up: I don't see that there are clearly distinct types of
> "groups"
> in the OSMF. We have what we call "working groups" and we can have
> more
> working groups for all sorts of things. Some do more "administrative"
> things, some more "community" things, but really, there is a
> continuum.
> So why do we need a distinction here?
>
> Jochen
>
> On Wed, Dec 02, 2020 at 09:30:38PM -0500, Allan Mustard wrote:
> > Date: Wed, 2 Dec 2020 21:30:38 -0500
> > From: Allan Mustard <allan.mustard at osmfoundation.org
> <mailto:allan.mustard at osmfoundation.org>>
> > To: Christopher Beddow <christopher.beddow at gmail.com
> <mailto:christopher.beddow at gmail.com>>
> > Cc: OSMF Talk <osmf-talk at openstreetmap.org
> <mailto:osmf-talk at openstreetmap.org>>
> > Subject: Re: [Osmf-talk] clarification of the AoA amendment on board
> > committees
> >
> > 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>
> > > <mailto: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>
> > > <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>
> <mailto: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>
> > > <https://lists.openstreetmap.org/listinfo/osmf-talk
> <https://lists.openstreetmap.org/listinfo/osmf-talk>>
> > >
>
> > _______________________________________________
> > 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>
>
>
> --
> Jochen Topf jochen at remote.org <mailto:jochen at remote.org>
> https://www.jochentopf.com/ <https://www.jochentopf.com/ >
> +49-351-31778688 <tel:+49-351-31778688>
>
>
> _______________________________________________
> 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>
>
--
-------
/Allan Mustard, Chairperson/
/Board of Directors/
/OpenStreetMap Foundation/
-------------- next part --------------
An HTML attachment was scrubbed...
URL: <http://lists.openstreetmap.org/pipermail/osmf-talk/attachments/20201205/ecba996d/attachment.htm>
More information about the osmf-talk
mailing list