Working Group Minutes/SWG 2011-05-23

Attendance

IRC Name Present Apologies
_chrisfl Chris Fleming y
Eugene Eugene Usvitsky y
toffehoff Henk Hoff y

Minutes (Draft)

From previous meeting:

  • Chris to Add Special Resolutions into proposal on wiki page. >> DONE
  • Need to add text explaining what AoA is for to to wiki page. Henk, will draft this. >> DONE
  • Chris to work on improving format and structure of wiki page. >> DONE
  • Eugene and Henk to review wiki. >> DONE

This week:

  • Power of chairman. Rather than having a vote and then a casting vote, the chair should have no vote and then only vote in case of a draw.
  • Meetings can be adjourned when more people agree than disagree with adjourning. The Chairman can, at his own discretion, adjourn for a small period of time (half hour or so).
  • There is a quorum when 25% of votes are present and 10% of members are present (either in flesh or virtually).

Actions:

  • No specific actions.

Next Week:

  • Next meeting: 17:00 UTC Monday 30th May 2011


AoA Review document

IRC Log

[19:35]toffehoff:... so what to do today?
[19:35]chrisfl_:Good question, next topic on the list?
[19:36]toffehoff:I think we all can agree on : http://www.osmfoundation.org/wiki/Working_Group_Minutes/SWG_2011-05-09
[19:36]chrisfl_:yes
[19:36]toffehoff:chrisfl_ should have thought so from you 
[19:36]chrisfl_:
[19:37]Eugene:yes
[19:37]toffehoff:Ok, can mark these as accepted
[19:37]chrisfl_:doing it now
[19:37]toffehoff:Pending actions:
[19:38]toffehoff:- Chris to Add Special Resolutions into proposal on wiki page.
[19:38]chrisfl_:done
[19:38]toffehoff:Thanks.
[19:38]toffehoff:- Need to add text explaining what AoA is for to to wiki page. Henk, will draft this.
[19:38]toffehoff:http://wiki.openstreetmap.org/wiki/Strategic_working_group/Articles_of_Association_Review#What_are_Articles
[19:39]toffehoff:Clear enough?
[19:39]chrisfl_:yes,
[19:40]Eugene:yes
[19:40]toffehoff:- Chris to work on improving format and structure of wiki page.
[19:40]toffehoff:done
[19:40]toffehoff:- Eugene and Henk to review wiki.
[19:40]Eugene:and very well done 
[19:40]chrisfl_:might be worth moving What to the top.
[19:41]toffehoff:chrisfl_ might be good, yes
[19:41]toffehoff:Wow, a clean sheet!
[19:41]chrisfl_:cool. I'll do that quickly
[19:41]toffehoff:the actionlist I mean...
[19:42]chrisfl_:
[19:43]toffehoff:Shall we go to the still to be discussed items?
[19:43]chrisfl_:sounds good.
[19:43]toffehoff:http://wiki.openstreetmap.org/wiki/Strategic_working_group/Articles_of_Association_Review#Themes_still_to_be_discussed
[19:43]toffehoff:The power of the chair.
[19:44]chrisfl_:I've just tried to make the text more clear on this...
[19:44]chrisfl_:added the text: rather than having a vote and then a casting vote, the chair should have no vote and then only vote in case of a draw.
[19:44]toffehoff:that was also what I was thinking of...
[19:45]chrisfl_:great :_
[19:45]Eugene:yes, that sounds better
[19:45]chrisfl_:the chair already has lots of control and they still get a vote where it matters
[19:46]toffehoff:Right.
[19:46]toffehoff:It's kinda like a casting vote, but we don't call it that way 
[19:47]Eugene:
[19:47]chrisfl_:yes.
[19:47]toffehoff:Difference is that the chair normally does not votes.
[19:47]toffehoff:vote that is.
[19:47]toffehoff:Since we all agree, let's move on.
[19:47]toffehoff:Suspending meetings.
[19:48]chrisfl_:moved to agreed
[19:48]chrisfl_:these ones are more based on changes from what we have, but still worth considering for our new articles
[19:49]toffehoff:Ok.
[19:50]toffehoff:Basic point here is that meetings can be adjourned.
[19:50]chrisfl_:yes,
[19:50]toffehoff:And the question is: how can we adjourn
[19:50]chrisfl_:exactly.
[19:50]chrisfl_:my proposal is what's on the wiki
[19:51]toffehoff:For my clarity ...
[19:51]chrisfl_:shoot
[19:51]toffehoff:What is adjourn exactly ....?
[19:51]toffehoff:Like adjourning for an hour?
[19:51]chrisfl_:exactly.
[19:51]chrisfl_:it's like a pause
[19:52]toffehoff:Continuing a couple of days later is also possible.
[19:52]toffehoff:Not only a short moment ....
[19:52]Eugene:I agree with Chris' position from wiki page
[19:52]chrisfl_:yes - it could be for a long period of time.
[19:52]toffehoff:Can we then make a difference?
[19:53]chrisfl_:it's a stop with the intent of continuing later.
[19:53]toffehoff:The difference meaning: short ones (say an hour)
[19:53]toffehoff:and long ones (we wel reconvein later)
[19:53]chrisfl_:I don't think that we need to worry about the time.
[19:54]toffehoff:..... think I misspelled that one...
[19:54]toffehoff:There is a difference in attendance....
[19:54]chrisfl_:if we say it needs to be a poll (Which perhaps could be a show of hands)
[19:55]toffehoff:The situation I have in mind is the following:
[19:55]chrisfl_:then people get the change in either case. But yes a number of days is important,
[19:55]toffehoff:Let's say there is a very heated debate.
[19:56]toffehoff:And the chair thinks that for an orderly process it may be good to cool of for half an hour....
[19:56] rweait1 betrad het kanaal.
[19:56]toffehoff:He must need to have to power to do so....
[19:56]chrisfl_:yes  - it may be worth allowing a short break without a vote.
[19:56]chrisfl_:works for me
[19:57]chrisfl_:say up to an hour or possibly 2?
[19:57]toffehoff:Something like that.
[19:57]toffehoff:Let's describe the situation and will Francis come up with a nice line of text 
[19:57]Eugene:Do you really think that such hot debate are possible?
[19:58]chrisfl_:we might want to include a maximum mumber of adjornments otherwise the chair could perpetually adjourn
[19:58]toffehoff:Yes, I've been in one .... (not OSM though)
[19:58]chrisfl_:Eugene - we're planning for the worst.
[19:58]Eugene:I mean people choose a special time in their schedule to attend a meeting, that takes some predefined time.
[19:58]chrisfl_:situations that will probably never happen
[19:59]Eugene:And if it will be adjourned for 1-2 hours a lot of members won't be able to attend the 2nd part because they just don't have enough time.
[19:59]toffehoff:Looking at our current AGM's ..... a 1-2 hour break would not have made people leave.....
[20:00]chrisfl_:true - I think in the kind of situation where this becomes important then people will hang around?
[20:00]Eugene:but AGM is "Annual" meetings
[20:00]chrisfl_:for example if an  EGM has been called because the board is being naughty
[20:01]chrisfl_:and they are being obstructive
[20:01]toffehoff:Right... are you talking about something different Eugene?
[20:01]chrisfl_:but it *might* apply to an AGM
[20:02]Eugene:I was thinking that a meeting can me moved to some other day but not paused for some time the same day
[20:02]Eugene:But if this can be apllied to AGM then yes, let it be so.
[20:02]toffehoff:OK, moving a meeting to another day, I'm with you that that needs to have a majority of the people present.
[20:02]chrisfl_:I think this would apply to all meetings (board meetings, AGMs and EGMs)
[20:03]chrisfl_:toffehoff +1
[20:03]toffehoff:all official meetings....
[20:03]chrisfl_:perhaps we allow up to 30 minutes without consent
[20:04]toffehoff:Fine with me for the moment.
[20:04]Eugene:yes, 30 minutes should be enough
[20:04]Eugene:even if the discussion is really heated several days won't cool it (see license change debates  )
[20:04]toffehoff:OK, and now the "longer" adjournments
[20:05]chrisfl_:require consent of more than 50% of the meeting?
[20:05]toffehoff:No .... But if tensions build up, it may be good to let of steam for a couple of minutes.
[20:06]chrisfl_:hence the 30 minutes
[20:06]chrisfl_:allowance
[20:06]toffehoff:50% of meeting, what is that?
[20:06]toffehoff:people present?
[20:06]toffehoff:Let's say 50 people showed up.
[20:07]toffehoff:10 already left due to all kinds of reasons.
[20:07]chrisfl_:of present
[20:07]toffehoff:ok
[20:08]toffehoff:So requirement of consent of 50% of people present at that time.
[20:09]chrisfl_:possibly more votes to carry than against,
[20:10]toffehoff:Might be good as well.
[20:10]Eugene:yes
[20:10]chrisfl_:so we exclude abstentions
[20:10]chrisfl_:(sp?)
[20:10]toffehoff:So of the yea and nay the yea should be the most.
[20:10]chrisfl_:yes
[20:11]toffehoff:Sounds better.
[20:11]toffehoff:... and more practical.
[20:11]chrisfl_:cool
[20:11]chrisfl_:all agreed?
[20:11]toffehoff:Agreed.
[20:12]•toffehoff thinks of how this would work with teleconferencing....
[20:13]Eugene:
[20:13]•toffehoff thinks that's only a technical issue ...
[20:13]chrisfl_:yes especially the combination of people in a room with people elsewhere
[20:13]toffehoff:But I think the nay sayers will also have an eye on that 
[20:14]chrisfl_:indeed.
[20:14]toffehoff:Shall we talk about quorate quick?
[20:14]chrisfl_:lets
[20:15]toffehoff:Than the list of undiscussed is clear.
[20:15]chrisfl_:yup just details left.
[20:15]toffehoff:I think your solution works ok
[20:16]toffehoff:General Meetings shall be deemed quorate if the lower of one tenth of the member or twenty-five (25) member are in attendance
[20:16]toffehoff:Ho wait ....
[20:16]toffehoff:Attendance is the key word here.
[20:16]Eugene:Isn't 1/10 is too small number?
[20:17]chrisfl_:hence the or 25
[20:17]toffehoff:Are we talking about people present only or also people how have given a proxy vote or already voted online?
[20:17]chrisfl_:these numbers were pulled out the air.
[20:17]chrisfl_:how many members does OSMF have?
[20:17]chrisfl_:how many do we normally get?
[20:18]toffehoff:Roughly 400 member
[20:18]Eugene:wow
[20:18]Eugene:I thought around 250
[20:18]toffehoff:Just went through the membership list this weekend 
[20:18]chrisfl_:have you checked who owes money 
[20:18]Eugene:Me probably 
[20:19]•chrisfl_ is pretty sure that he owes money
[20:19]toffehoff:In that case you'll get an e-mail soon....
[20:19]chrisfl_:great.
[20:19]Eugene:good
[20:19]toffehoff:Mike Collinson is going through that list....
[20:20]chrisfl_:I was getting close to asking 
[20:20]toffehoff:..... besides: donations are always welcomed 
[20:20]chrisfl_:anyway....
[20:20]•chrisfl_ actually overpaid and the money was returned!
[20:20]toffehoff:So where does quorate relate to?
[20:21]Eugene:I think that we should be talking about all people including proxies
[20:21]chrisfl_:so currently 1/10th would require 40 people for an AGM
[20:21]toffehoff:There is a distinction between membership and donation ....
[20:21]toffehoff:right.
[20:21]toffehoff:(40 people)
[20:23]toffehoff:If we would be doing videoconferencing that may be easy.
[20:23]chrisfl_:the 2010 AGM doesn't have a list of arrendees  https://docs.google.com/View?id=dd9g3qjp_98c66t4khb&pli=1
[20:24]toffehoff:Note to self: check how has attendance sheet of AMG 2010
[20:24]toffehoff:how = who
[20:24]chrisfl_:
[20:25]chrisfl_:yes with streaming  + irc 40 should be easy
[20:25]toffehoff:Back to the issue: quorate refers to the number of votees
[20:25]chrisfl_:I don't really know what a good number would be 1/10th possibly too small 5/10 probably too many
[20:26]toffehoff:Either present or by proxy
[20:26]chrisfl_:agree
[20:27]toffehoff:We can discuss about the number later...
[20:27]chrisfl_:good plan.
[20:27]Eugene:what about 2,5/10? 
[20:28]toffehoff:The middle ground is actually 3/10 
[20:28]chrisfl_:well 2.5/10 
[20:28]chrisfl_:#pedant
[20:28]toffehoff:Fine with me.
[20:29]toffehoff:That refers to the number of votes that are present
[20:29]chrisfl_:Are we saying 25% of the total membership should be "present" to vote?
[20:30]chrisfl_:it's a big number
[20:30]toffehoff:The votes should be present. Not having said that the person should be present.
[20:30]toffehoff:Proxy, or e-mail, or ....
[20:30]chrisfl_:that's why a "present"
[20:31]chrisfl_:why I quoted even
[20:31]Eugene:as for votes 25% is enough, probably, up to 40% is possible
[20:31]Eugene:but for "present" 15-20% is ok
[20:31]chrisfl_:I would be really interested to know how many were present at 2010 AGM
[20:32]chrisfl_:remember it would be really bad to end up in a situation where a quorate is not possible.
[20:33]toffehoff:2010 AGM: 88 + 94 + 154 + 81 votes where present.
[20:34]chrisfl_:so 20% of a 400 membership
[20:35]toffehoff:keep in mind we had less members at the AGM.
[20:35]chrisfl_:true
[20:37]Eugene:and what are these 4 numbers mean, BTW?
[20:37]toffehoff:The number of votes for 3 positions.
[20:37]toffehoff:meaning 139 members have voted.
[20:37]Eugene:ok
[20:38]toffehoff:Good question 
[20:38]chrisfl_:actaully I may have got my calculation wrong
[20:38]chrisfl_:it's 34% of 400 membership
[20:39]chrisfl_:(0.25 * 139)
[20:39]chrisfl_:So 25% would easily have worked.
[20:39]toffehoff:For board members: yes.
[20:40]toffehoff:electing board members I mean.
[20:40]toffehoff:We want the same for other resolutions?
[20:40]toffehoff:..... must be ....
[20:40]chrisfl_:e-mailed proxy votes probably wouldn't count as present
[20:40]toffehoff:Since we're talking about quorate for a meeting to continue....
[20:41]toffehoff:If we were talking about physically present.
[20:41]toffehoff:Then 25% would be to much.
[20:42]toffehoff:Normally AGM's are not that well attended ...
[20:42]Eugene:yes, for physical is presense 25% is too much
[20:42]chrisfl_:including people "participating" in real time would help.
[20:43]toffehoff:Would help, but then 25% is still a lot!
[20:43]chrisfl_:having the AGM at sotm helps.
[20:43]toffehoff:yup
[20:43]chrisfl_:so are we back to 10% - because this needs to include EGM's
[20:43]toffehoff:I would say 25% (or whatever number) of votes.
[20:44]toffehoff:Good point!
[20:44]Eugene:yes
[20:45]toffehoff:Let's remember this is just a proposal we're making....
[20:45]toffehoff:There is room for discussion.
[20:45]toffehoff:Especially about numbers....
[20:45]chrisfl_:
[20:45]Eugene:absolutely!
[20:45]chrisfl_:cool - so 25% for votes and 10% present
[20:45]toffehoff:Would be nice to have a principle in our proposal.
[20:45]toffehoff:Sounds good to me.
[20:46]chrisfl_:excellent.
[20:46]toffehoff:Present meaning "participating" either in flesh or online.
[20:46]chrisfl_:yes
[20:46]Eugene:sounds perfect
[20:47]toffehoff:Looks like we've solved this (for the moment  )
[20:47]chrisfl_:
[20:47]Eugene:
[20:48]toffehoff:Anything else before we can close this meeting?
[20:48]chrisfl_:is that everything for today
[20:48]chrisfl_:I don't have anything
[20:48]toffehoff:OK, next week, same time?
[20:48]chrisfl_:But won't be able to make next week as I'm heading on holiday after wherecamp next weekend
[20:49]toffehoff:will see you in Berlin then!
[20:49]chrisfl_:Can someone else do the minutes for today's meeting; and I'll sort out the wiki page?
[20:49]toffehoff:Can do.
[20:50]chrisfl_:thanks
[20:50]toffehoff:Shall we skip a week?
[20:50]chrisfl_:I'm happy for you to go without me
[20:51]Eugene:Because we did a lot today? 
[20:51]chrisfl_:but we seem to be making good progress
[20:51]toffehoff:Whatever reason you like ...
[20:52]toffehoff:Well, let's just say I'll be online next week and we can go though things if needed
[20:52]Eugene:Ok
[20:52]toffehoff:for now: good night and good evening!
[20:53]chrisfl_:night all
[20:53]Eugene:Bye!