[Talk-us] Bylaws for OpenStreetMap US Chapter

[Kate Chapman]

Hey Steve,

All good comments.  The one I did want to address is the incorporating
in the District instead of Delaware for example.  The reason everyone
incorporates in Delaware partially for tax advantage, since we plan to
obtain tax exempt status we do not have that advantage.  It is common
for non-profits to incorporate in D.C. since there are so many
non-profits here they make it easy to do.

Also the official text for the OSMF would be great so we do things properly.

Thanks,

Kate

On Wed, Mar 24, 2010 at 9:28 PM, SteveC <steve at asklater.com> wrote:
>
> On Mar 24, 2010, at 7:08 PM, Kate Chapman wrote:
>
>> Hi All,
>>
>> We would like to incorporate the US Chapter soon and have bylaws up.
>>
>> http://wiki.openstreetmap.org/wiki/Foundation/Local_Chapters/United_States/Draft_Rules
>>
>> Could everyone check them out and provide feedback to me or on the
>> wiki in the next week (by midnight March 31st)?
>
> Looks good. Some questions:
>
> * Why incorporate in Washington rather than Delaware? Washington would seem to severely bias any conflict in favor of the people living there.
>
> * 4-9 board members seems loose. Why not define it?
>
> * "The Board shall meet at least four (4) times per year, and attend special meetings called by the President." 4 a year seems very, very over the top *if* this means in-person meetings. Meetings should be roughly monthly with one in-person meeting if for no other reason than OSMF-US shouldn't just be paying for board members to fly around. It later says "A Director may participate in a meeting of such board by means of a conference telephone or online, by means of which all persons participating in the meeting can communicate with each other at the same time." .... I suggest this is further defined as 1 meeting a month and 1 in-person a year (to coincide with a yearly report and election I suggest)
>
> * "The term for each seat on the second Board (and each subsequent Board) shall be one (1) year." - it can be very useful to ensure overlap & continuity by having some method to retain one or more board seats for more than a year. This helps if you get a totally new board and they have no idea what to do, and the old board aren't super communicative. There are different ways of doing it. Might be something to think about.
>
> * "1. The Board of Directors shall elect from among its members a President. The Board of Directors shall also elect a Secretary and Treasurer, who do not need to be Directors. The Board of Directors may also elect individuals to substitute in the absence of certain officers or to assist them (such as a Vice President position), or to create other officer positions with specific duties (such as a Press Officer position), subject to its discretion; these officers also do not need to be Directors. With the exception of the Secretary and the Treasurer, no one person can hold two officer positions listed here at the same time. The Board of Directors may also create officer positions to be directly elected by the Chapter membership or classes thereof, especially delegate-type officer positions for establishing representation of the Chapter in broader forums." - this feels super, super broad. You can basically do what you want. I'd far prefer if officers *were* board members. The above would seem to mean you can set up anyone you like to represent OSMF-US.
>
> * re-define "President" to "Chairman" would bring it in to line with the other foundations a-la OSMF itself
>
> * "The Chapter shall hold meetings only in places that are open and accessible to members of the Chapter. Meetings shall be held as planned by the Board of Directors or any other committee duly designated or organized for such purpose." - would imply you need to publish the dial in details etc? make that explicit? eg the following clauses which say 4 a year etc... up that to 12.
>
> * "In case of dissolution of the Chapter all assets will be transfered to the OpenStreetMap Foundation." - may as well define that properly, OSMF Ltd and the company number, registered in England and Wales etc. I can get you the text if needed, otherwise anyone could set one up and call it that.
>
>
>
>>
>> Thanks,
>>
>> Kate Chapman
>> user: wonderchook
>>
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>>
>
> Yours &c.
>
> Steve
>
>