Humanitarian OSM Team/Working groups/Governance/2014-08-13

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Governance Working Group meeting on Wednesday August 13th 2014

Minutes

Approved at September 19, 2014 meeting

Copied from Minutes Email

August 13, 2014, 15:00 (All times are in UTC Place: IRC (oftc #hot) with voice channel at Mumble (talk.hotosm.org

The meeting had been called for on the hot at openstreetmap.org email list on August 8 (https://lists.openstreetmap.org/pipermail/hot/2014-August/005709.html.

Meeting participants (IRC handles in parenthesis), in the order of appearance: Jaakko Helleranta (jaakkoh) Russell Deffner (russdeffner) Andrew Buck (AndrewBuck) Claire Halleaux (Claire) Mikel Maron (mkl) Joseph Reeves (IknowJoseph) Paul Norman (pnorman_)

The detailed (and full) discussion of the meeting can be read at the bottom where the IRC log of the meeting is copied. The minutes below note the main items and decisions of the meeting.

1) Opening of the meeting: Jaakko Helleranta opened the meeting at 15:19:27.

2) Background to the formation of the Governance WG and this meeting: The needs behind the creation of the Governance WG were summarized, the need for drafting the scope of work / TOR for the WG was noted and finally it was concluded that the top most important item for the WG to handle as a priority item before beginning work with other governance related items is the existing problem of the HOT bylaws' quorum requirement for the voting members' meetings.

3) Voting members' meetings quorum problem: The majority requirement in the current bylaws of HOT has essentially made it impossible to have a legit voting members' meeting since the adaptation of the current bylaws. The working group discussed the different aspects of the quorum requirement. The discussion concluded that while there are various other needs to amend the bylaws we should first merely change to quorum so that we can actually have voting members' meetings. Also the possibility of using proxies in meetings was discussed. This is allowed by the DC law since there is no notion against the use of proxies in HOT's bylaws. It was noted that the Board can decide on the use of proxies in meeting for the time being, until their use is defined in the bylaws.

After the discussion Jaakko Helleranta made a motion that the quorum of the voting members' meeting should be changed to one-quarter (1/4) in stead of the current majority requirement. Russell Deffner and Claire Halleaux seconded the motion.

As no other motions were made (and no one made any notions against the motion) the WG decided unanimously to propose that the quorum be changed to one-quarter (1/4).

Hence, the Governance Working Group proposes to the Board that the bylaws' article 5.6 should be changed to:

5.6 *Quorum.* (a) At meetings of the Board of Directors, a majority of the directors then in office shall be necessary to constitute a quorum for the transaction of business. (b) At meetings of the Voting Members, one fourth (a quarter) of the voting members shall be necessary to constitute a quorum for the transaction of business.

from its current form:

5.6 *Quorum.* At meetings, a majority of the directors then in office or voting members shall be necessary to constitute a quorum for the transaction of business.

4) Other business: There were no other issues raised.

5) Next meeting: Next meeting was not set as the top priority is to get the voting members' meeting assembled to change the quorum. Next meeting will be called for at hot at openstreetmap.org.

5) Adjournment of the meeting: The meeting was adjourned at 16:40:26.

IRC log:

Copied from Minutes Email

- Below is the full IRC lof of the meeting. - All times in the log are UTC. - Lines about people not present in the meeting coming online or going offline have been deleted. - The full log of the #hot channell for the day of the meeting is online at http://logs.sahanafoundation.org/hotosm/2014-08-13.txt

15:07:13 <jaakkoh_> Hi all. Is there anyone here that is interested of joining the Governance WG meeting? We're getting started in Mumble. 15:07:46 <Claire> Yes I'm interested 15:07:56 <mkl> I'm here for the governance WG, can sit in on mumble i guess, but probably only contribute by text right now 15:08:12 <mkl> which room on mumble? 15:08:12 <Claire> But I do not have Mumble installed on the computer I use at work... 15:08:17 <IknowJoseph> I'm in a similar situation to mkl - was hoping to read along 15:11:03 <ViriatoLusitano> Hey all, I'm a bit out of the loop. What's a Governance WG? 15:11:06 <jaakkoh_> Great Claire . Ok mkl . That's just fine. What I was thinking is to record the WG discussion and post that. .. Ideally (governance wise, since that's the topic of the day) I'd see that the WG discussions would always be recorded and posted with appropriate minutes. And perhaps we could have key points from the chat posted as text as the discussion goes (for those that can't participate over voice but still might have inputs). 15:11:49 <jaakkoh_> ViriatoLusitano, I've sent an email about it to hot at openstreetmap.org a little while ago. 15:12:20 <ViriatoLusitano> jaakkoh_: Oh sorry, I didn't check my e-mail. 15:13:19 <mkl> sounds good Jaakko. anyhow I can listen in now too. what channel? 15:15:35 <russdeffner> we are in 'The Lounge' on Mumble for those interested in chatting via voice; wil try to duplicate in IRC 15:16:31 <jaakkoh_> Ok. So I had a little bit of an "open chat" with Russ Deffner over in Mumble (he being the only person present in "The Lounge" where we're having the WG meeting. We figured that we could also get started here in IRC explaining the background to the Gov WG but specifically the task at hand in today's meeting. .. And then use Mumble voice if we feel that voice would make it easier to discuss what ever bits. 15:18:59 <Claire> ok, great. 15:19:27 <jaakkoh_> OK. So, I'll get started with a background to things: 15:21:04 <jaakkoh_> * Governance WG: To handle things (by all interested in the HOT Community) regarding governance of HOT. Quite simple really. This relates to the broader goal of boosting the WG's role in HOT as Mikel wrote that the Board discussed in our face-to-face meeting couple of weeks back. 15:23:25 <jaakkoh_> What "To handle" will exactly mean will be defined better as one of the first steps in the work of the Governance WG, WGs in general, and each WG specifically. .. We need to flesh this out obviously and for now the Board is hoping that each of the WGs would draft their TORs, have dedicated members, define communication channels, etc. .. Things related to this have been written about by Mikel as noted and some aspects are in my email on the Gov WB too. 15:24:19 <jaakkoh_> * Gov WG scope and other details: Need to be defined as first steps (as for all WGs) ... but: 15:26:12 <jaakkoh_> * "Quorum problem" in our bylaws has been identified as a clear top-level governance issue that the WG should help resolve. The requirement of half of all voting members present for a voting memebrs meeting to be legit has proven to be too high for us (as things stand). 15:26:56 <jaakkoh_> This is a general governance problem and it's also a legal problem (as we haven't had a full voting members' meeting since the current bylaws were approved). 15:28:57 <jaakkoh_> My understanding is that pretty much everyone is happily in agreement that the quorum should simply be lowered as an immediate remedy to solving the problem. All other bylaws -- and also other governance issues (policies, what not) should be dealt with after the quorum problem has been resolved. Please raise any thoughts related to this now. 15:30:17 <jaakkoh_> The board's face-to-face meeting included a good 2.5 hour discussion with the lawyer that HOT has used and the board members felt that this gave us a solid understanding of how we should tackle the issue: 15:30:26 <Claire> I agree that this quorum issue is priority 1 to be addressed. 15:32:10 <russdeffner> Just for background/details - I think this will be a move to amend Article 5.6 of our bylaws 15:33:21 <jaakkoh_> It should be noted that quorum's are there for a good reason -- to ensure that no small minority of an organization "highjacks" the org or forces meetings through against the will of the majority. .. The topic is a quite broad one and I've happened to have been dealing with one tricky hostile takeover case of one association (in Finland). So, this is something that shouldn't be taken lightly. .. But it's also a dire reality that for us the quorum is just i 15:33:21 <jaakkoh_> mpeding our functioning as an organization. 15:33:25 <russdeffner> Because that article includes both Board and Member meetings, I would suggest we split it in two parts (i.e. 5.6a - Board quorum, 5.6b - Member quorum) 15:34:28 <jaakkoh_> russdeffner, 's point is good and I'm very happy that we have people who have read through and digested the bylaws to the level that this kind of observations arise. 15:35:08 <russdeffner> for anyone trying to follow along with bylaws stuff, here is the webpage you can get them from: http://hotosm.org/our_board/incorporation 15:35:15 <jaakkoh_> So, anyways. Back to our changing the quorum: We could -- and IMO should -- really just think of what "number" (or fraction) we should change the quorum to. 15:35:25 <jaakkoh_> Some additional notes: 15:36:56 <jaakkoh_> * Per our lawyer the DC statues(?) (law/regulations) requires a minimum quorum of 10% of all those that could attend the meeting. 15:37:20 <pnorman_> It says majority of directors or majority of voting members - can't any meeting meet the first part of that? 15:38:34 <jaakkoh_> pnorman_, The whole section details both the meetings of the Board of directors as well as the Voting members meetings. .. The "Majority of directors or majority of voting members" is respectively for each type of meeting. 15:38:52 <Claire> that's also my understanding 15:38:58 <russdeffner> pnorman_ - oh, I had not read it that way... I read it as jaakoh_ did 15:39:11 <russdeffner> and Claire :) 15:39:37 <pnorman_> That's probably what it intends. Not sure that's what it actually says, and splitting it into a 5.6 a/b would help resolve the grammar 15:39:48 <Claire> agreed 15:41:08 <russdeffner> yes, I also mentioned to Jaakko that I think eventually the whole Article 5 section, needs work; but baby steps 15:41:09 <jaakkoh_> * It is possible to define either a fraction (now over 1/2), a number (e.g. at least 20 members -- with the limitation that the DC statues has of 10%) or a percentage albeit I've personally never seen that, usually it's fraction or a number -- or a combination thereof. .. That being that it could be e.g. "minimum of 1/3 or 20 voting members, which ever is larger(/smaller)". 15:42:08 <pnorman_> What's the closest hot inc. came to a member quorum? 15:42:16 <Claire> So basically, we need to choose a new quorum for voting members, at least 10%, but less than 50% (as we couldn't reach the latter) 15:42:25 <Claire> I think around 40% 15:42:42 <jaakkoh_> IMO it's important to state also here what has been discussed with all that have been part of this discussion before is that we are seeing this quorum fix really being just a first step to getting the HOT governance rolling ahead. We will be looking at a broader bylaws review right after this -- and are expecting that we might well want to change the quorum again as part of that. 15:45:01 <jaakkoh_> I would personally also want to add (as touched upon above) that the idea of the quorum is not to place is so that an org can barely reach it in each meeting. The idea is to provide protection to something, usually minority interest, interest of the founding ideas, etc) 15:45:41 <Claire> IMO we should not be expecting to change again the quorum soon, even if we are able to. 15:45:53 <pnorman_> What's been typical for attempts to hold a meeting that have failed to get a quorum? 15:46:39 <Claire> 25 people connected on time among 62 members (roughly) 15:46:50 <russdeffner> We actually had 28 people the first time, which was darn close - 44% but the second time there were complications with people conecting and we would have been about 23 15:47:07 <russdeffner> but only 15 actually got onto mumble 15:47:17 <jaakkoh_> What else: Ah, it is also appropriate to note that (unlike I personally thought would be the case before the chat with our lawyer) there are no official ratification, approval or even registry requirements for the bylaws to become legit. (Eg. in Finland the bylaws become legit only after they are registered by the government, which is a technical/bureaucratic process -- and has a price + delay). .. So, this is a rather light process -- especially if we mer 15:47:17 <jaakkoh_> ely change the number (and split the 5.6 into two parts) as it seems that the participants in this discussion are agreeing. 15:48:42 <jaakkoh_> Ok, so that's pretty much what I had as a "background" to this. Thanks for the good commentary in between. .. Any thoughts, anyone? 15:50:03 <Claire> I would personaly expect a quorum in the range between 1/4 and 1/3 of voting members, more or less. It seems it could be more reasonable. Any thoughts? 15:51:25 <jaakkoh_> Claire, those are pretty much thoughts too of our options... :) 15:51:32 <russdeffner> So 21 members would be a 1/3 quorum... (we have 63 members currently) 15:51:46 <russdeffner> in that case we would have made quorum the first time, but not second 15:52:31 <russdeffner> so although I personally like that fraction, may be better to go with the lower 1/4? 15:54:09 <pnorman_> My old university student association decreased its quorum from 10% recently - but for them, that was close to 1000 people, and I don't think they even had access to a space big enough to hold a meeting that met quorum 15:56:58 <AndrewBuck> Two other options, one is to make a distinction between active members and non active members defined as something like "if you miss more than 3 meetings in a row you are non active" and then take the quorum as some fraction of the active members. 15:57:01 <russdeffner> so we just discussed a bit in Mumble about potentially bringing the quorum number to a membership vote, thoughts? 15:57:56 <AndrewBuck> Also, a second option is that there could be a rule in place (other organizations use this) that is 2 properly announced and held meetings (according to the bylaws) fail to reach a quorum, then for the next meeting the quorum requirement is waived. 15:58:11 <mkl> AndrewBuck: that would require even more changes to the bylaws 15:58:13 <jaakkoh_> Good thoughts russdeffner and pnorman_ .. As noted, the DC statutes(?) (="law") requires a minimum of 10%. .. It's quite true that a certain share (%) becomes more difficult to reach when the membership grows (greatly). .. But this is partly why I noted that this issue is linked to other bylaws issues. .. In board discussions the idea of having a defined "Community member" class has been risen and this idea will likely be part of our broader bylaws discus 15:58:13 <jaakkoh_> sion (OSGeo Foundation has this model for anyone that want's to look into it more before we discuss it here -- I'm happy to discuss this also with anyone outside of this meeting) 15:58:28 <AndrewBuck> mkl: yes, I am just laying out all of the options. 15:58:56 <mkl> I don't know if we could have flexible quorum, a question for the lawyer. I would guess he'd say it's a little unwieldy legally 15:59:17 <jaakkoh_> Yea, inactive members would need to be defined in the bylaws, this with all other _possible_ options will be discussed in broader bylaws changes discussion. 16:02:19 <jaakkoh_> So it seems to me that: 1) We have an agreement on simply changing the bylaws quorum as a quick fix, various other amendments/changes to bylaws will be discussed in a broader bylaws change the process for which will be started as soon as we've tackled this quorum problem. 16:02:53 <pnorman_> Does changing the quorum require a quorum? :) 16:03:02 <jaakkoh_> Yes! 16:03:09 <AndrewBuck> yep. and more than that I think because it is in the bylaws themselves 16:03:19 <AndrewBuck> so it needs board approval as well I think. 16:03:44 <russdeffner> but, this could be a quorum vote, i.e. like our elections, correct? 16:03:44 <jaakkoh_> pnorman_, You raised an important aspect of this that reminds me that I forgot to mention one related legally possible tool for tackling this problem: 16:04:12 <AndrewBuck> russdeffner: good point. We had no trouble with quorum on votes, just live meetings. 16:05:20 <AndrewBuck> So if we did put the issue to a vote what would the vote be for? Do people support changing to 1/3 or 1/4, or should we put both as options with a sort of 'approval voting' like we did for the board? 16:06:14 <AndrewBuck> That way people could support neither (i.e. keep it as it is now) or 1/3 or both. If 1/4 gets enough votes to pass we go with that, otherwise we fall back to 1/3 or finally if neither pass it stays the same. 16:06:41 <Claire> nice 16:07:10 <jaakkoh_> It surfaced in the discussion with our lawyer that the DC statutes(?) (=law) makes it possible to user proxies for participating in a meeting -- even if the organization's bylaws are silent on the topic (as ours are). We could use this as a temporary solution for tackling the quorum problem as is. This would require a pretty specific (detailed) decision from the board that would ensure that everyone would understand exactly how the proxies work -- how they 16:07:10 <jaakkoh_> play together with our asynchronous voting, etc. It's actually a bit tricky (IMO) but we have discussed that it would possibly make sense for ensuring sufficient "presence" in the meeting. 16:07:17 <Claire> We had also some discussions with the lawyer about proxy voting, but I guess we'll discuss this later. 16:07:33 <Claire> exactly Jaakko ;) 16:08:07 <AndrewBuck> ok, so someone could send a proxy to the meeting to vote on their behalf and then that person counts as two for quorum, and two votes. Correct? 16:08:52 <jaakkoh_> I'd like to add that this is _not_ a replacement for tackling the quorum problem. As the proxy usage is not in our bylaws I don't think that we should even consider it a part of the fixing of the problem. .. But if the Board decides to allow proxies (as my sense is that we will) then it could help in getting the quorum for changing the quorum.. 16:09:24 <AndrewBuck> ok, so a temporary fix basically then. 16:09:24 <jaakkoh_> AndrewBuck, That's _precisely_ why it's a bit tricky. .. We'd essentially need to keep very good count/record on who has voted... 16:09:37 <AndrewBuck> jaakkoh_: yeah, compicated for sure. 16:09:58 <AndrewBuck> The vote is probably the better way to go about it if it is just an issue of fixing quorum problems. 16:10:16 <AndrewBuck> No need to institute proxies unless we intend to use them long term. 16:10:24 <jaakkoh_> Anyways: To continue from my 7 minutes ago: 16:10:50 <jaakkoh_> (from hh:02 my time) 16:12:00 <jaakkoh_> 2) We should really next come up with a quorum that the WG wishes to suggest for the Board to suggest for the voting members special meeting to be arranged as the new quorum.. 16:12:39 <jaakkoh_> My thinking is veering towards 1/4 being a good idea, especially if we'd hope to see that be a longer term solution. 16:13:27 <AndrewBuck> I agree 1/4 would be best, that is still 15 people which is not so small it would lead to "takeover issues". 16:13:36 <jaakkoh_> I'll try to make this per official procedures of "rules of order": I suggest 1/4 as a main motion. Would anyone want to second that or suggest another quorum? 16:13:58 <russdeffner> I second 16:14:01 <AndrewBuck> Should we try for the 1/3 or 1/4 vote to get the "best we can get" or is it better to just offer only the 1/4 choice. 16:14:38 <AndrewBuck> And I would second a 1/4 option as well. 16:14:47 <Claire> I second it too 16:14:53 <AndrewBuck> Just wondering if it is good to have a fallback in case people don't go for it. 16:15:32 <Claire> If people don't go for the 1/4, I'm not sure they would go for the 1/3 neither... 16:15:53 <AndrewBuck> yeah, and it could lead to an ugly argument which can be avoided by just offering 1/4 or nothing 16:16:05 <AndrewBuck> we dont want to start a debate on 1/3 vs 1/4 16:16:08 <jaakkoh_> Well, if we have enough people present in the meeting anyone can make another proposal there. .. But I wonder if this is an issue that would raise any sort of disagreement. 16:17:20 <AndrewBuck> Yeah, so in retrospect I think just the 1/4 option would be better. 16:17:38 <Claire> And if the motion doesn't get the majority of votes, we keep our current quorum and we try once more to reach it? or we add another way to get out of it? 16:18:14 <AndrewBuck> I don't know that we can do anything if it doesn't pass. 16:18:15 <jaakkoh_> Ok. With some background discussion (by AndrewBuck and russdeffner ) I am hearing that we seem to/might actually have a unanomous(?) (=fully shared) opinion of 1/4 as a suggestion for the new quorum.. 16:18:22 <AndrewBuck> We would just have to try again I think. 16:18:44 <AndrewBuck> I agree to 1/4 16:18:48 <russdeffner> of course this is just to make sure we are able to conduct business, my hope would be that we get more than the minimum to attend meetings 16:19:04 <jaakkoh_> Well, as said, if we are over the current quorum in the meeting then the meeting can suggest, second and approve any new quorum, really.. 16:19:06 <Claire> Sure! 16:19:14 <jaakkoh_> russdeffner, exactly! 16:20:02 <Claire> (I was approving what russdeffner was saying too) 16:20:17 <jaakkoh_> russdeffner, exactly! So, to continue on adopted "Robert's rules of order online" : Since I am not hearing any other motions.... 16:20:22 <jaakkoh_> (or am I...?) 16:20:25 <jaakkoh_> ... 16:20:45 <Claire> We are 4 of us still... ? 16:20:59 <Claire> (in this talk) 16:21:20 <Claire> and it seems we all agreed on the 1/4 16:21:41 <jaakkoh_> I close the discussion. .. And we have one seconded motion of 1/4 as a suggestion for a new quorum for voting members meeting, which will be worded into a new sub chapter(?) in the 5.6 of our bylaws. 16:22:11 <jaakkoh_> Did I get the sense of the discussion worded right? 16:22:28 <Claire> Great! (talking about subchapters, we'll need to adapt some other articles the same way -later-) 16:23:20 <russdeffner> so, shall we table a motion to write/re-write Article 5.6 offline? 16:23:27 <russdeffner> maybe a gdoc? 16:23:39 <jaakkoh_> Yes Claire , definitely. with all the other things that have already been raised over the course of recent history .. + things that will likely surface as we will start to dig into the bylaws change. .. After this quorum issue is solved. 16:24:34 <jaakkoh_> Yes, a GDoc would be a good place to re-write the article. .. Volunteers to take the responsibility of this: russdeffner, me, anyone else? 16:24:58 <Claire> ok for the gdoc, but we could maybe even agree on something now... the article is short 16:25:40 <Claire> (I have to leave in 1 minute actually, sorry, but can be back in 15...) 16:25:55 <jaakkoh_> Claire : did you have something specific to add to the content? 16:26:12 <russdeffner> Yes, one other aspect/motion - do we agree to split the article into a and b (board/member) 16:26:28 <jaakkoh_> I think we're done. We'll merely duplicate the 5.6 to have it be explicitly for a) the Board meetings, and b) the voting members meetings and have different quorums for both. 16:26:58 <jaakkoh_> yes as discussed above. It is needed to make this change (as russdeffner well noticed & noted). 16:26:59 <AndrewBuck> that makes sense to me. 1/4 of the board would be a bit problematic, so they would need a separate quorum 16:27:00 <Claire> Jaakko - nothing more in the current state of the dicussion, agrees with russdeffner for the a/b split 16:27:07 <russdeffner> ok, just making sure there is no debate in that 16:27:54 <jaakkoh_> Great. Thank you all : russdeffner , mkl , AndrewBuck , Claire , pnorman_ for participating in this meeting. (I will mark you all as participants to the meeting -- as the log shows). 16:28:57 * Claire has quit (Remote host closed the connection) 16:29:02 <jaakkoh_> If there is/are any other people here that wish to be noted as having been present in the meeting pls let me know : ViriatoLusitano ? Anyone else? 16:29:20 <jaakkoh_> IknowJoseph ? 16:29:34 <ViriatoLusitano> I do not wish to be noted 16:29:54 <IknowJoseph> Thanks jaakkoh_ I was onyl reading along, so will leave it to you to make the decision 16:30:05 <IknowJoseph> I was here, I suppose 16:30:29 <jaakkoh_> (The point being that all of those that were "listening in" to the meeting and felt that things sounded ok are IMO participants to the meeting that I'd feel would be appropriate to add to the list of being present. .. This is IMO appropriate governance-wise.) 16:30:46 <IknowJoseph> sounds good to me :) 16:31:05 <jaakkoh_> ViriatoLusitano, sure . IknowJoseph , I'll add you to the list. 16:32:14 <jaakkoh_> So, the matter of quorum of the voting members meeting in our bylaws has been discussed and handled pretty thoroughly. Are there any other matters that anyone would like to raise? 16:33:58 <jaakkoh_> I gather that no. .. Great. I'm sure we'll have a bunch of things in future meetings -- and I'm sensing that those present share the desire to tackle this quorum issues first and then dive to other things. 16:34:57 <russdeffner> exactly :) 16:35:10 <jaakkoh_> Ok. So next steps / next Gov WG meeting: I will take the responsibility to see that the 5.6 gets re-written (thanks Russ for joining me in doing that) and that a brief note will be written to spell out the process of the next steps. 16:37:02 <jaakkoh_> In short: Our suggestion will go to the handling of the Board next week. The board will ask the Chair voting members (Russ) to call for a special meeting with the purpose of changing the bylaws. And there will be various steps for actually arranging for the voting members meeting. 16:37:53 <jaakkoh_> (Which will include lobbying for voting members' participation and the "usual stuff/steps" that we've actually practice a bit lately given the attempted meetings..) 16:39:17 <jaakkoh_> So, thank you all for this meeting, I'm closing this 1st meeting of the Governance WG now, pretty much exactly 1h30min after my first blurb related to the meeting. 16:40:05 <jaakkoh_> Thanks again to all participants as well as "listeners", and look forward to getting this issue resolved -- and moving on to other governance related matters. 16:40:15 <russdeffner> thank you jaakkoh_ - second the adjourn 16:40:26 <jaakkoh_> knock, knock! 16:40:37 <IknowJoseph> Thanks jaakkoh_ much appreciated the meeting 16:53 <jaakkoh_> An additional note to the above. .. I didn't end up turning on voice recording in Mumble in the beginning .. and then there were so few commentaries there that at the point when I realized not having turned on the recording I figured that not having it is really not an issue.