General meeting 2016-01-27

Gregory Marler 2016, Minutes

Present

  • Dudley Ibbett
  • Mary Mooney
  • Andy Allan
  • Brian Prangle
  • Phil Barnes
  • Jerry Clough
  • Gregory Marler
  • Robert Whittaker
  • Rob Nickerson
  • Ralph Aytoun
  • Andrew Hain

Objectives

[We do a round table of those on the call so that we are all aware of who is present]

Brian: Welcome. We will follow the agenda circulated before. So Objectives, Legal Structure, Constitution, How to agree a name, and finally Membership classes.

[Greg dialled in 6 minutes late, and started these minutes which have since been added to by Rob N]

Brian: listing the 3 objectives as set out on the wiki.

Jerry: revision to 2nd objective add “individuals and” before organisations

Robert W: Should there be a point 0, a more general “improving OSM for the UK”

Ralph I think that would be a prime objective
Dudley: We may need to adjust some of this depending on the legal entity

Jerry: This sort of objectives work well with what he has researched so far.

Brian: point of improving data, point 0. Increasing skill-sets etc we therefore improve OSM as a result

Rob N: Original draft had something similar, good to have it explicit. Furthermore the first draft was more clear that item 1 was about Contributors.

Brian: I’ll work on a draft 3.

Rob N: point 1, the new draft only says Community which could be interpreted to mean end users (which are covered in item 2). Would like to see Contributors added back in to get that back on focus.

Discussion on type of legal entity.

Brian: Having read what RobN shared my view is that Unincorporated Association is out as this has unlimited liability for members.

[General acceptance – we rule Unincorporated Association out]

Brian: Next to rule out is Charity.

[RobN: Describes the high level of Charitable Company and the “charity-light” Charitable Incorporated Organisation (CIO)].

Phil: Charities have lots of extra burden.

Consensus on charitable status being a lot of requirements and reporting.

Jerry: There is good guidance from Charity Commission on moving from limited company to charity if we want to do that in the future.

[Brian unexpectedly leaves call & rejoins] Rob: [Describes the social enterprise options] There are Limited company by guarantee/share, then you can add on special features to make it a Community Interest Company (CIC). These include locks on assets etc. which gives a strong message but adds burden due to registering with CIC regulator. You can add the CIC bit to a company later, does not need to be on day one.

?: CIC has clauses about transferring assets lower than the market value. Would you have issues with open data.

Jerry: I don’t see this organisation as likely to be an owner of any open data itself. It’s likely any open data we deal with will be OSM data (dealt with by OSMF) or data from external bodies.
Mary: It wouldn’t be on the balance sheet. Accounting terms it’s no-value.

Jerry: The asset block would be that if we are to dissolve the group it’s assets have to be transferred to an organisation with similar/same objectives. It is worth noting that the natural entity to transfer to (the OSMF) does not meet this requirement.

Brian: It’s mainly a projection against someone running away with assets with built up for the company. Not about the data.

Setting up a CIC

?: Anyone set up a CIC or know someone?

Greg: I have a good friend who has set up a CIC, I can talk to her to get an idea about it.

[discussion about paying a company £600-£1000 to do paperwork for LTD or CIC]

Brian: It’s the same as a limited company. Forms with £35, plus one extra form for CIC.

Brian: For annual reports a limited company pays £13, the CIC would pay £15 plus an extra £15 to process the result from it’s status as a CIC (it’s “special features”).

Brian: In summary, Company by guarantee – but a limited co. or CIC we’re still to make our mind up.

?: What is the benefit of CIC?

Jerry: With a limited company the Articles of Association can be changed is the members agree. [In effect it could stop becoming a “social enterprise” as this is not a legal status] A CIC provides legal protection [It will always remain as a social enterprise].

Brian: CIC you can’t do anything with it but wind it up or turn it into a charity.

Brian: A CIC’s annual reports will provide an extra layer of transparency.

General: image benefit of “community” CIC (like non-tangable benefits of being a charity)

Brian: You also have to include “CIC” in the name.

Rob: That’s instead of being a “ltd”, so can just tack on the end of legal name.
Brian: Agree to leave it on that, and give thoughts back on mailing list.

Accountant advice

Brian: Frederick has offered services of OSMF’s accountants. So we can ask questions about how easy/difficult things can be. Reservation is there must be one contact person for that.

Mary: volunteered.

Articles of Association Jerry: I’ve added a small section wiki page to a document I’ve been creating. [discussion about various links/documents] There are model constitutions for CICs. Model 2 , the “company with large membership” (a CIC) has “articles of association”(AoA) may provide some basis for discussion. What Dudley said earlier, the Memoradim is really basic – just the name essentially. The AoA is the key document, there are then Standing Orders(SOs) documents that can be added/removed by membership without updating the regulator(Companies House). In the AoA you have a clause that says (the board or membership etc) can add SOs as needed.

Brian: Change of AoA’s have to go to Companies House? SOs are an internal governance document.

Jerry: Yes, in general. SO’s do not. They are internal, ratified by the membership.

Greg: OSMF has AoA and SOs, so we could look at the history of what’s been changed for that as a comparative organisation.

Jerry: [explains the rough outline of Model 2] being able to delegate to committees, how much is quorum, etc, all this stuff is in the standard document. Decisions to be taken are the numbers into that: how many can be on board, how many is quorum, how often they meet, etc. We should have electronic voting allowed in this. Also bits about termination of directorship, and so they can be removed if they fail to meet certain number of meetings or are uncontactable etc.

RobN: Similar to the non-CIC limited company?

Jerry: Yes. Bits in red at top added for CIC and a few other bits but otherwise very similar.

Jerry: Botanical Society of GB is a good example of well thought-out and powers set out precisely.

Rob: We could put the model document on Google Docs, and people can comment on things that are good/bad.

Jerry: Or I could shorten first. Give me a few weeks.

Brian: Would be good for Jerry to put the initial ground work in as to what we need to look at. Then we can comment on that template. He can see what is in that needs to be in.

Jerry: A week or two and should be able to get to that point.

A?: Who’s benefit are we putting the locks in for?

Jerry: I don’t think there should be issue. If we’re going to get grants etc, it gives them comfort/confidence.

?: Also, stops the directors becoming an entity in themselves.

A?: [references other orgs, WikiMedia, Linux Foundation that have moved directors]

Jerry: I’ll move stuff over to Google Docs and then invite people to chip in.

Membership

Brian: Opening discussion onto members… what member classes should we have. Members? Corporations?

Dudley: I put a comment on talk-gb and someone (Stuart) had the other end of the idea. Finding a balance in the middle is probably good.

Brian: So do we want corporate membership?

Jerry: I’m in favour.

RobN: Raises issue of Conflicts of interest. As an individual member your interest (is supposed to) lie with the UK Group, with organisations you have split interests. As this topic was only added recently I’ve only just started to think it through.

Mary: Does that give them more power than individuals?

?: With OSMF the companies don’t have any vote.

? It never stops individuals from a company joining as individuals.

?: Corporate members allows you to gain more money from them.

RobertW: Good to have a way for companies to support & affiliate.

Jerry: Is anyone a member of a technical user group? for comparison. With biological type orgs they mainly join to get the journal.

Greg: OSMF had two reasons to add company membership I believe. A reason to take money regularly in return for affiliation & to discourage lots of staff joining as individuals for voted.

Dudley: How about we start with corporate membership but no voting rights?

Brian: One vote per company would make it hard for them to take over.

Dudley: Was thinking more that companies can pay for people to attend meetings, do more work in the group. They gain exposure that way [soft take over].

Some consensus that we could have non-voting corporate members, and potentially later add some voting rates if we decided.

Brian: Shall we leave the discussion open for another call. I don’t think we’ve got consensus.

Andy: To start a company, you just need members. This discussion could be left for the members once the organisation is setup & established.

Brian: Also gives a chance to get comfortable running an organisation before we deal with companies.

Naming

Brian: Some point we need to decide how will decide on a name. Could vote/poll online open for a few months. Or leave it for this group to discuss.

[silence]

Brian: thorny issue we don’t want to discuss tonight?

Jerry: voting might be as good a way as any.

Brian: we’ll leave it for another meeting, and not push too many decision at once.

AOB: RegionsRob: There is an area “UK and Islands” which is defined in the Immigration Act. Includes Channel Isles and Isle of Man. How do we feel about expanding to cover this region?

?: What difference?

Jerry: An Isle of Man minister recently attended a local Open Data event so although seperate there is overlap.

Greg: We’re going to need to define our reach regardless of name, in AoA or something. I feel we want to be wide and fuzzy like “British Isles” but we can state we’ll not encroach if places want to start their own geographical chapter, and can lessen our definition if needed.

Mary: Having specific places change works for sports.

Andy: Geographical points is set in OSMF chapter language but uniqueness is not needed. “Another chapter will not be established in the same geographical region without consultation” with others already operating in an overlapping region [check]. So I wouldn’t be worried, there isn’t an Ireland chapter but all this says is there would have to be consultation.

Rob: What was the conclusion?

[General acceptance to expand to “UK and Islands” as per the immigration act definition]

AOB: First Donation

Brian: We’ve got steps towards our first donation. We did work with Birmingham City Council for road census, and they had budget for that. In a few days this will be sitting with OSMF for us to setup a UK entity. Something like £1k that is there until we are a formal organisation.

Next Meeting

Brian: People happy with this time next month?

[All: Yes]

Meeting ended +72 mins

Actions

  • Brian to create draft 3 of Objectives based on feedback.
  • Gregory to speak with his friend who has experience setting up a CIC.
  • All: to compare Limited Company (limited by guarantee) and CIC (limited by guarantee) which is the same but includes extra features to protect the community aspect of the entity. Comments to RobN and/or Mary (if related to Accounting)
  • Mary to act as liaison with OSMF accountant.
  • Jerry to work on the AoA. Move to google docs, start getting help from those with experience first. When in good state share with everyone else to comment (comments via google docs on individual items will help).
  • All: to review when Jerry is done.
  • All: to think about corporate membership. Is this something we are happy to decide once the group is set up and has members (as per Andy’s suggestion)?