[Talk-us] Please review: new proposed bylaws for OSM US, open for comments until Jan 20th

Alex Barth alex at openstreetmap.us
Wed Jan 14 18:17:40 UTC 2015

To all OpenStreetMap US members:

Our new proposed bylaws are open for comments until **January 20th 3PM

As part of the process of bringing our organization in line with IRS
requirements for a 501 c 3 tax deductible status we are applying for our
legal counsel has recommend we update our bylaws to comply with District of
Columbia law - the District of Columbia being the seat of OpenStreetMap US.

Considering your feedback we will bring the new bylaws to a vote by the
OpenStreetMap US membership after January 20th. To pass the new bylaws, we
will need a majority of 2/3 of 50 % of the membership (currently there are
229 members).

Per vote of January 14th, the OpenStreetMap US board unanimously recommends
to adopt the new proposed bylaws as available here:

- PDF http://cl.ly/3X2T1w0U0v0i
- Word http://cl.ly/2a051Q1K0k1M

Compare with the current bylaws:


While the new bylaws are rewritten from ground up following proven
templates for 501 c 3 organizations, there are actually few effective

"Should all members be deceased or dissolved or should all members have
resigned, additional members may be nominated by the Board and elected at
any annual or special meeting of the Board."
4.1 (c) - ensures that non of the board members personally benefits of OSM
US earnings
4.1 (d) - Explicitly states the board can appoint advisors (isn't
explicitly denied in current Bylaws)
4.2 - board can be 3-9 directors (now 4-9), must be uneven number (now: no
4.3 - "All directors shall be members of the Corporation"
4.5 - "Removal. Any director may be removed with or without cause at any
time during his or her term at any regular, special or annual meeting of
the members, by a two-thirds (2/3) majority vote of a minimum of fifty
percent (50%) of all member" (this used to be )
4.8 - Ability to form committees including executive committees - this is
fine as it's in-line with the laws of DC and not something that the
previous Bylaws prohibited
4.9 - this is new and will help us with gaining 501 c3 status: Directors
cannot be paid for their services to OSM US but may be reimbursed for
5.6 - "Quorum. At meetings, a majority of the directors then in office or a
majority of the current members shall be necessary to constitute a quorum
for the transaction of business." - this is better than todays rule which
says a quorum is determined at the beginning of a meeting (VII/3)
12.1 - Dissolution - this is an important change for us to be able to
attain 501c3 status: Current bylaws say upon dissolution, OSM US assets go
to OSMF, new bylaws say " shall be disposed of in accordance with the laws
of the District of Columbia, Section 501(c)(3) of the Code" - which de
facto ensures that OSM US assets remain in a 501 (c) (3) non profit.



- To become a member, sign up here: http://openstreetmap.us/join/
- To inquire about your membership status, send us an email at
membership at opensteretmap.us

Alex Barth
Vice President
OpenStreetMap United States Inc.
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