[Osmf-talk] Moving the OSMF to the EU?

Edward Bainton bainton.ete at gmail.com
Thu Jul 1 18:00:19 UTC 2021

To Guillaume's particular points:

*1. Asset transfer, especially intellectual property*
Any rights can be transferred except moral rights. Given the potential
value of the transaction, legal top-cover is likely to be very expensive.

*2. Will this have an effect on the contributor agreement? *
- As I understand the agreement, copyright remains with the contributor,
and the contributor gives a licence to OSMF (ie, the company registered in
England). I imagine that company will have to continue: only it can
sub-licence what it has been given.
- I may be wrong: perhaps it can give a perpetual sub-licence to OSMF2,
extinguish itself, and OSMF2 will have the same rights as OSMF.
- Presumably once the new entity is up and running, a new contributor
agreement will have contributors give a licence to the new entity for later
work. (I'm sure this must have been discussed before, but it may be neater
if contributors assigned their copyright, not licensed it?)

*3. Porting the AoA to another legal system – adding maybe asset locks and
takeover protection mechanisms.*
- Great idea. Much research on mechanisms needed. Statutory rules may mean
AoA can't come across exactly.

*4. Change membership? Does every member need to agree?*
- If OSMF is to be dissolved, 75% of members need to agree. The meeting
that agrees it also nominates an entity to receive OSMF's assets (Article 8
of the AoA).
- If OSMF is not to be dissolved, then on the face of it the Board can
simply transfer some or all of the assets to the new entity: Article 83
gives them complete power except for matters reserved to the members. I can
only see the appointment of the Board as a reserved matter in the Articles
(but historical AGM resolutions may mention other things).
- But there might be an argument that transferring the whole database
causes 'loss of substratum' to the company, and so isn't something the
directors can do without authority. A 75% resolution would be a good idea.

*5. Would donations be tax-free EU wide?*
For OSMF or for the donor?
- OSMF: As far as I know it would depend only on the tax rules in OSMF's
location, not on where the donor is.
- Donor: More complex. In theory there is an EU matching system, but the UK
tax authorities never honoured donations to EU charities, long before
Brexit appeared. I don't know about things on the continent.

But: tax exemptions always come at a cost: legal restrictions on activities
and official scrutiny. That might be a good thing, but one advantage of the
English registration is that OSMF is completely autonomous.

*6. Move the whole foundation? A hybrid approach – keeping the “main” OSMF
in the UK and having a sister OSMF in the EU – might reduce the effort or
even work better.*
- As only the database needs to migrate, it could go to an EU subsidiary
controlled from the UK.
- It can get messy: here
are the board papers for one organisation that operates through three
associated companies. But I'm sure most members could cope.
- You wouldn't solve many of the Brexit issues that way though, and tax
would immediately get more complex. And OSMF can't be a charity in the UK
(though I think that's worth another close look if we do stay here; the
meaningn of charity can be extended by analogy).

On Thu, 1 Jul 2021 at 14:40, Allan Mustard <allan.mustard at osmfoundation.org>

> Short answer is "no". Location of servers is irrelevant to this issue and
> in any case OSMF-owned hardware is located in multiple countries.[1]
> [1] https://hardware.openstreetmap.org/
> On 7/1/2021 9:10 AM, Edward Bainton wrote:
> Reply to me alone bounced to list at St Niklaas's request:
> from: St Niklaas <st.niklaas at live.nl>
> to: Edward Bainton <bainton.ete at gmail.com>
> date: 1 Jul 2021, 13:51
> subject: Re: [Osmf-talk] Moving the OSMF to the EU?
> Hi all, is not it so that the OSM servers have been moved and grounded in
> recent years to one country ?
> What’s up against to move the board to the same country and location as
> well, keeping an eye on the international trading capabilities.
> Greetz
> On Thu, 1 Jul 2021 at 13:28, Edward Bainton <bainton.ete at gmail.com> wrote:
>> Red rag to a bull, Frederik ;-)
>> Here's my start, hosted on G**gle Drive (because that's all I know how to
>> do)
>> https://docs.google.com/spreadsheets/d/1XKRL_TY_W-yztAZJdpzWaJN-9A1_NUC4unWweeOpUjo/edit?usp=sharing
>> Top row is what I think should be a serious consideration: a
>> transnational EU co-op, which can move between EU jurisdictions with
>> relative ease as conditions change.
>> Second row, by way of illustration, is the status quo.
>> Hope this helps; feedback welcome; consider it ODbL (if G**gle's licence
>> prevents that, please feel free to move it somewhere else. Ideally not to
>> the wiki, because editing tables comes with a learning curve)
>> E
>> On Thu, 1 Jul 2021 at 10:27, Frederik Ramm <frederik at remote.org> wrote:
>>> Hi,
>>> with all due respect, this discussion borders on the silly.
>>> I'd say, whoever is willing to take the lead on this and spend serious
>>> time researching and investigating, gets to choose. Don't be fooled,
>>> this is a project that needs many man-months of volunteer time. If all
>>> you have offer is ideas about how those who do the work should organise
>>> themselves, maybe that's not the most pressing need right now.
>>> Bye
>>> Frederik
>>> --
>>> Frederik Ramm  ##  eMail frederik at remote.org  ##  N49°00'09" E008°23'33"
>>> _______________________________________________
>>> osmf-talk mailing list
>>> osmf-talk at openstreetmap.org
>>> https://lists.openstreetmap.org/listinfo/osmf-talk
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