[Talk-GB] Defibrillator Mapping

2016-04-22 Thread Robert Whittaker (OSM lists)
It was suggested that trying to increase our mapping of public
Defibrillators would be a good think. After a bit of digging, it seems
that Ambulance Services typically maintain a list of locations, with a
view to informing people about them if a 999 call comes in nearby
where one might be useful.

The different services seem to take quite different views on these
lists. My local service (East of England) actively publicise their
list 
(http://www.eastamb.nhs.uk/Get-involved/Community-Public-Access-Defibrillators.htm)
on the grounds that raising awareness of the locations will make it
more likely that someone will know about and find a defibrillator in
an emergency. Other services have refused FOI requests on the (IMO
spurious) grounds that publicising the list will make thefts /
vandalism more likely, and out of date information may lead to people
wasting time in an emergency.

Anyway, I've taken the East of England list from
http://www.eastamb.nhs.uk/Get%20involved/CPADs/CPAD%20List.pdf , and
done a comparison with the OSM data. A rough and ready tool can be
found at http://robert.mathmos.net/osm/defib/progress/ for any other
locals who want to use it. We've got a small number of locations they
haven't, and some of their postcodes may not be quite right. But there
are a lot on their list that aren't mapped yet!

Regarding tagging, it seems that a lot of the cabinets have a
reference number on the outside, so I'd suggest recording that in the
ref=* tag. Also, I think a description of the location would be useful
(e.g. "Outside wall of McDonalds, facing Store 21") to help people
find the defibrillator when they need it. I've been putting something
like that in a location=* key.

In terms of getting more data, I've put in FOI requests to the East
and West Midlands Ambulance Services for starters, so we'll see what
line they take...

Best wishes,

Robert.

-- 
Robert Whittaker

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Re: [Talk-GB] UK Chapter Directors' Powers

2016-04-22 Thread David Woolley

On 22/04/16 12:14, Brian Prangle wrote:


*Full powers*. Standard boilerplate text. Easy to do. Downside is
that removing powers may require alterations to AoA, and furthermore
restricting Directors' powers is quite likely to end up being
contentious. Any such process will appear to be a group of members
not trusting the Directors.


Anything other than this suggests to me that there is something 
fundamentally wrong in the way that directors are chosen.  All the 
others seem to imply that there is a group of members that doesn't trust 
the directors ab initio!


It would basically be asking for the directors to be figure heads, in 
which case you should have only enough directors to cover for deaths and 
loss of mental capacity.


In particular, note that director and manager are two different roles. 
If you want people to make the top level decisions, make them directors. 
 If you just want them to implement a policy, make them managers. 
(Executive directors wear both hats, although, for quoted companies, I 
believe that the City prefers there to be some non-executive ones.)




 2.

*No powers*. Powers need to be conferred explicitly by the Members.
This is the current draft. Downside is that it is likely to limit
Directors far too much. Such limitation is likely to be particularly
troublesome at the outset.


In my view, the only way of correctly representing this is make all the 
members directors.  I'm not sure whether there are legal limits on the 
number of directors, and some members may be either legally barred from 
being a director or unacceptable to people like insurers.


It would put the directors in an impossible position they could face 
criminal charges, and/or being banned from being a director, because of 
responsibilities that they held, but not have the powers to mitigate the 
offences.


 3.

*No powers except those needed for Directors to fulfill legal &
fiduciary duties*. Basically an additional clause added to current
draft. This is an attempt to allow Directors to do necessary things
but not unnecessary ones. Likely to readily twisted for any purpose.



This potentially covers rather a lot of powers.  The core functions are 
those normally delegated to a company secretary, although the directors 
maintain responsibility.


Also, remember that ultimately, if the directors run amok, the members 
will need to take out injunctions in the civil courts.  Unless you 
believe they would be prepared to do so, the AoA is essentially 
unenforceable.  (Although what is in the AoA also has an impact on the 
tax status of the company.)


Also, in an organisation like this, less than 10% of members will take 
any role in governance, except for rubber stamping resolutions proposed 
by the board.


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[Talk-GB] UK Chapter Directors' Powers

2016-04-22 Thread Brian Prangle
Hi everyone

As promised - here's a discussion on the issue

Jerry proposed a number of scenarios which we discussed:


   1.

   *Full powers*. Standard boilerplate text. Easy to do. Downside is that
   removing powers may require alterations to AoA, and furthermore restricting
   Directors' powers is quite likely to end up being contentious. Any such
   process will appear to be a group of members not trusting the Directors.
   2.

   *No powers*. Powers need to be conferred explicitly by the Members. This
   is the current draft. Downside is that it is likely to limit Directors far
   too much. Such limitation is likely to be particularly troublesome at the
   outset.
   3.

   *No powers except those needed for Directors to fulfill legal &
   fiduciary duties*. Basically an additional clause added to current
   draft. This is an attempt to allow Directors to do necessary things but not
   unnecessary ones. Likely to readily twisted for any purpose.
   4.

   *Full powers limited for a term*. As current draft but Directors given
   full powers until the first AGM. Directors would be expected to propose
   which powers they need at the first AGM.
   5.

   *Full powers, renewable at the AGM*. Again slightly limiting powers &
   putting onus on Directors to use them responsibly. Downside is that if
   powers are not renewed then back in same problem area of 2.
   6.

   *Powers need to fulfill obligations & resolution of the members*. A
   variant of 3, but phrased so that if the Membership votes for everyone to
   have a pony; Directors are implicitly granted such powers as needed to
   acquire & distribute said ponies.

We eventually came down in favour of  No 5.

We arrived there by rejecting no 1 Full Powers which is the standard
template in the incorporation documents, as it went against the results of
the initial survey conducted by Rob

We rejected the polar opposite: no 2 No powers as being just too limiting-
Directors wouldn't even be able to buy a postage stamp

Next we rejected no 3 Legal and fiduciary duties only, mainly on the basis
of being too cumbersome and on similar grounds to rejecting no 2

So it came down to a choice between 4,5 and 6. How to balance the desire
expressed in the survey to be member-led with the legal requirements of the
Companies Act and at the same time have  an organisation that is not run on
the basic premise of not trusting the Directors you've elected?

The arguments were finely balanced but ultimately it was felt that 4 and 6
would make the organisation too inwardly focussed and might act as a
disincentive to anyone wanting to take on the work of a Director. So we
opted for 5 as requiring the least bureaucratice effort but requiring an
active membership and open processes with an implicit assumption that we
trust each other  - at least for the first year ;-)

However there was still some discomfort with this ( notwithstanding the
standard legal safeguards open to members to challenge Directors'
decisions contained elsewhere in the AoA) so it was agreed that an
additional draft clause was prepared to try and encompass the aspiration
expressed in the survey. So here goes:

"In exercising their powers Directors shall be expected  to take due
cognizance of the participatory, consensus-driven, open, and collaborative
methods and culture of the volunteers of the OpenStreetMap project."

How might this work? Perhaps at each Directors' meeting every item could be
tested against this clause and those items that are not administrative and
need the attention of this clause should be identified and the Directors
acrivate such consultation, discussion etc they feel necessary to reach a
decision.


Regards


Brian
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[Talk-GB] UK chapter

2016-04-22 Thread Brian Prangle
Hi everyone

Last night's concall made some good progress: there are no minutes (Greg we
missed you!), but here is a summary of decisions and contentions

1. Name to appear on incorporation documents will be OpenStreetMap United
Kingdom Community Interest Company. No doubt in everyday use this will get
shortened to OpenStreetMap UK, but our legal name will be the full monty
2. Drafting needed to ensure that co-option of Directors is subject to the
same maximum (15) as elected Directors
3.Drafting needed for Directors election timetable
4. Removed all clauses (para 40) relating to member organisations ( these
will be covered by Associate Members)
5. Can't remember what we decided on natural persons being Associate Members
6. After the meeting thought: do we need to insert a clause with an
obligation to keep a register of Associate Members ( as OSMF has in its
AoA)?
7. AGMs were agreed - timing as per draft
8. Incorporation Document CIC36 Community Interest Statementneeds drafting
- Brian to prepare a draft
9. Founding members - more are needed urgently - there's no subscription
set at this time. Remember that the first General Meeting will be held soon
after incorporation where the Directors listed for incorporation will all
resign for new ones to be appointed by the membership and various matters
will be discussed and agreed which aren't appropriate in incorporation
documents(e.g subscription rates). If you're not a founding member I guess
legally you can't participate. Send your full name and address to osmuk at
nomoregrapes.com (this is Greg Marler )
9. Powers of Directors. This was a contentious issue and took up most of
the meeting. We agreed a way forward but there was considerabe discomfort
about the outcome. It's fundamental to the organisation so deserves a wider
discussion: expect a separate email and discussion shortly.
10 Next concall Thursday 28 April 8pm

Anyone who was present at the concall please add or correct
Regards

Brian
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