Foundation/Local Chapters

Local Chapters are proposed not-for-profit legal entities to be established within different territories around the world which can act as official local representatives of the Foundation when dealing with local government, business and media.

Description

Local Chapters would be established within different territories around the world.

The organisation would have a formal contractual relationship with the foundation.

History

The original proposal for regional chapters was made in late 2008. Since then the idea has been developed by the Foundation by the Local Chapters Working Group with is led by Nick Black.

There was an ad hoc meeting at State of the Map 2009 to discuss the issue of local chapters further. About 20 people from many different countries attended this meeting. Several issues were raised with the draft agreement leading to a rough consensus that a more open association would be easier to achieve because of legal problems with close ties between organisations in different countries. Instead of going on from the existing draft agreement, we should first reach consensus on the important issues on this wiki page and later draft the legal agreement.

Local Chapter working group

The working group consists of:-[1]

• Nick Black – Chairman, OSM-F Board
• Etienne - OSM-F Board
• Simone Cortesi
• Mikel Maron
• Henk Hoff – OSM-F Board
• Cragg Nilson

Why Local Chapters?

OSMF is an organisation incorporated in Great Britain. It wants to support the OpenStreetMap project (and other free mapping projects, where applicable) in the whole world. But it can't be everywhere and reach everybody, especially people speaking languages other than English. Local chapters can extend the reach of OSMF, foster local communities, help with legal and financial matters in their respective countries and generally promote OSM in their local areas.

Some of these goals (such as handling financial matters or providing a point of contact for government or media) can also be handled by totally independent organisations supporting OSM but not associated with OSMF in any way. But working together helps OSM and makes it clear that we are all part of the same com munity.

How The Local Chapter System Could Work

Here are some ideas on how local chapters can be organised and tied to the Foundation. These are all open to discussion.

Chapters will be formed based on some geographic area, usually a country, but it could be for several countries together or a part of a country.

Local chapters can be existing organisations or they can specifically be incorporated to become a local chapter of OSMF.

Rules for Local Chapters

Local chapters must

• have bylaws that describe their mission as supporting OpenStreetMap or open geodata in general similar to the OSMF.
• be an officially incorporated legal entity in their country. (Otherwise there would be nobody to sign an agreement with. If you don't have a legal entity you can still be part of OSM in general or a member of OSMF, but you can't form a local chapter.)
• be democratically organised, i.e. they must be membership organisations where members have voting rights. (The details on how this would be done are dependent on local laws etc.)
• be non-profit. (In some countries it is easy to get formal non-profit status, in others its rather difficult and/or can take some time to achieve. So its not required that an organisation must be formally non-profit according to the laws of their country, but it must be clear from the bylaws.)
• name a representative as primary contact point with OSMF.

Local chapters should

• have at least 20 members. (This is to ensure some form of stability. Some countries also have rules on the minimum number of members for a membership organisation. Its not an absolute rule to allow for exceptions, local chapter Antarctica anyone?)

The Application Process

Any organisation that wants to be a local chapter applies to the OSMF board of directors (via its local chapter representative).

The local chapter representative on the board of directors checks whether all formal requirements have been met and whether he thinks the local group represents the local community. He discusses the application with the representative of the local group and clarifies any open issues. He draws up the formal legal agreement based on the general template for those agreements. While this is going on, the OSMF and local chapter representatives consult with other board members and the wider OSM community as needed.

The OSMF board of directors votes on the acceptance of the local chapter and authorises the representative to sign the agreement.

If the local chapter was accepted by the board, the representatives sign the agreement.

Benefits to Local Chapters

As a local chapter an organisation can use the name and logo of the OSM Foundation (for instance on their web site and on flyers), they can say that they are a local chapter of OSMF.

Note that the local chapters cannot represent the OSMF legally (or the other way round). Only members of the board represent OSMF legally.

Note that the local chapters don't get any resources, such as servers, domain names, etc. from OSMF. Of course this could be done in certain cases, but its not part of the automatic package.

Benefits to OSM Foundation

• Local chapters heighten the visibility of OSM and OSMF in their countries.
• OSMF has a legal entity that they can delegate local issues to (by mutual agreement).

Membership

Local chapters are separate legal entities. They have their members and the OSMF has its members.

Separate memberships makes things easier and cleaner:

• Legally, a member of OSMF or a local chapter does not only have rights, but also liabilities. Automatically making somebody a member of the other organisation might discourage people from becoming members at all.
• Different countries and organisational forms have different requirements on how to become a member, how to stay a member, and how to terminate your membership. Membership might also be terminated for non-payment of dues or other reasons.

Local chapters should encourage their members to also apply for OSMF membership. On the membership forms of local chapters they can have a tick box saying "I also want to join OSMF, please send my information to OSMF". If an applicant ticks this box, the local chapter will forward the personal information to OSMF.

Advisory Board

Local chapters are not members of OSMF, so they have no say in the running of OSMF. But the representatives from local chapters could form an "advisory board" that the OSMF board of directors can consult.

Legal

Local chapters are separate legal entities from the OSMF. Local chapters have their own members and OSMF has its members.

The local chapter names one person as representative (and possibly a deputy). The OSMF names one of its directors as its representative for issues of local chapters. Those people are the primary contacts for "official" business between OSMF and its chapters.

The clear separation of local chapters from OSMF makes legal matters simpler:

• Changes to bylaws etc. can be done independently
• Nobody can sue the Nigerian Chapter for something on the openstreetmap.org website, because this website is owned by OSMF.

Financial

Local chapters and the OSMF being separate legel entities have their own sources of income like membership fees and donations and decide on their own what to do with their money. There is no automatic payment of money from local chapters to OSMF or vice versa. This is important because of legal rules governing non-profits in different countries.

Generally local chapters are required to stand on their own financially. Of course the OSMF can pay money to local chapters if the board of directors decides to do so. In some countries its rather expensive to incorporate an organisation (legal fees for lawyers, public notaries, etc.). It might be difficult to get the money together. But an organisation that can't jump this hurdle on its own will probably not be viable in the long run anyway. So in general there is no payment from OSMF to local chapters.

If legally possible in specific cases local chapters can pay money to OSMF to help with funding servers etc. Because this might be difficult due of tax laws (especially if the local chapter is formally recognized as non-profit), other ways of helping out can be found, such as buying and running a server locally.

Other Organisations with Local Chapters

Some other worldwide organisations are in similar situations as OSM and it might be instructive to see how they have gone about the forming of local chapters:

• Wikimedia Foundation

Proposed Local Chapters

If you wish to have a local chapter then add a proposal to this list.