Annual General Meetings/13/Minutes

DRAFT

Minutes of the 2013 Annual General Meeting of the OpenStreetMap Foundation

Present

Board Members

  • Matt Amos
  • Henk Hoff
  • Dermot McNally
  • Simon Poole (chairing)
  • Frederik Ramm (minutes)

(5 board members)

Other Foundation Members

Andy Allan, Rafael Avila Coya, Christopher Baines, Robert Barr, Alex Barth, Saman Bemel Benrud, Jonathan Bennett, Knut Arne Bjørndal, Richard Cantwell, Kate Chapman, Michael Collinson, Dave Corley, Simone Cortesi, Johan de Rujiter, David Earl, Katie Filbert, Chris Fleming, Chris Foote, Tim Foster, Taichi Furuhashi, Marc Gehling, Gerhardus Geldenhuis, Gianfranco Gliozzo, Eric Gundersen, Muki Haklay, Jonathan Harley, Jonathan Hipkiss, Sarah Hoffmann, Tom Hughes, Tom Hukins, Dudley Ibbett, Mark Iliffe, Kinya Inoue, Alexander Kachkaev, Christine Karch, Knut Karevoll, Tobias Knerr, Olaf Kotzte, Michael Kugelmann, Emilie Laffray, Jaak Laineste, Sam Larsen, Jaques Lemordant, Lars Lingner, Frank Little, Edward Loach, Martin Lucas-Smith, Gregory Marler, Caroline Maynard, Shaun McDonald, Hiroshi Miura, Boris Mogwitz, Frederic Moine, Mary Mooney, Gael Musquet, Maurizio Napolitano, Roland Olbricht, Michael Palenik, William Phillips, Darafei Praliaskouski, Christian Quest, Brian Quinion, Ionut Resetar, Derick Rethans, Christian Rogel, Iván Sánchez Ortega, Andrew Shadura, Grant Slater, Bojan Sobocan, Robert Soden, Arjan Spigt, Michael Spreng, Patrick Staehlin, Manfred Stock, Dan Stowell, Annette Thurow, Bart van Bree, Martijn van Exel, Jorden Verwer, Martin Wass, Tim Waters, Carsten Weithöner, Oliver White, Gregory Williams, Paul Williams, Harry Wood, Alyssa Wright, Serge Wroclawski, Ilya Zverev, Rory McCann, Peter Miller, John Firebaugh, Will White

(93 non-board foundation members - for a total of 98 attendees)

Meeting start

The meeting commenced at 17:20 BST.

1. Apologies for Absence

Oliver Kühn is not present.

2. Chairman's Report

Simon notes that the last year was a year of consolidation, being the first year after the license change. We had some housekeeping tasks to do (trademarks, articles of association), and restarted the Management Team.

While there is day-to-day-business, there haven't been any large issues.

A redundant infrastructure has been put in place for major parts of the core services; Simon offers special thanks to the Sysadmins and the OWG for their work. (Applause.)

Future challenges include financing the infrastructure and other operating costs. We also want to grow participation in the OSMF.

3. Minutes of the last Meeting

Show of hands, counted by Matt: 56 in favour, no "no" votes, 31 abstentions. The minutes of last meeting are therefore accepted.

4. Treasurer's Report

Simon Poole presents slides in lieu of our treasurer, Oliver Kühn. The numbers being presented run from September 2011 to August 2012.

The ledger has been moved from a system running on OSM hardware to SAGE professional. Books are up to date, accounting is stable and reliable.

Question from the membership: Have books been audited? Answer: no, never until now, and new AoA only require this where legally necessary.

5. Election to Board

Simon thanks Richard Fairhurst, who has resigned from the OSMF board, for his work on the board. Oliver Kühn and Dermot McNally are up for re-election by rotation.

Candidates:

  • Oliver Kühn
  • Dermot McNally
  • Roland Olbricht
  • Marek Strassenburg-Kleciak
  • Kai Krueger
  • Gregory Marler
  • Kate Chapman

Simon reads out the list and those present stand up in the auditorium.

The election will be by ballot after discussion of agenda item #7.

6. Adoption of new Articles of Association and 7. Amendment of the new articles allowing non-natural persons to vote as associate members

Simon presents on the new AoA. The AoA resolution needs 75% of votes to pass. Board proposes two special resolutions, the first to accept the new AoA, and the second to decide on whether non-natural persons should have a voting right.

Question from the membership about wording - the second resolution is worded as "removing" as paragraph from the AoA but effectively "adds" something, because what is "removed" is a restriction.

Simon thanks Francis Davis for working (pro bono) on the new Articles of Association.

Peter Miller from the audience expresses satisfaction at OSMF having dealt with the AoA review, and asks whehter there are any safeguards against the company being taken over by someone with evil intentions. Simon replies that the "asset lock" discussion is something we are plannig for the future.

8. Any other business

No items are raised.

Meeting Adjourned

18:00 BST - Participants now can fill out their ballots. The meeting will be reconvened just before dinner.

Meeting Reconvened

20:05 BST - The meeting is reconvened and the results of the voting are announced as follows:

For the adoption of the new Articles of Association: 136 votes; against: 3 votes; abstentions: 9. This means a 92% yes vote, and the new AoA are hereby accepted.

For the amendment of the Articles of Association and thereby allowing corporate members to vote: 75; against: 59; abstentions: 14. This means a 58% yes vote, and the target of 75% has not been reached, so the amendment is not accepted.

Board election votes:

  • Oliver Kühn 57
  • Dermot McNally 85
  • Roland Olbricht 54
  • Marek Strassenburg-Kleciak 13
  • Kai Krueger 42
  • Gregory Marler 40
  • Kate Chapman 114

This means that Oliver Kühn, Dermot McNally, and Kate Chapman are elected.

Meeting End

The meeting closes at 20:10 BST.