If I still had am active blog I might put this there, but instead I'm
sending it here... Keep in mind these are purely my thoughts and don't
reflect the board or the (still to be formed) organization.
Last night the OSM US board met to work out our incorporation
documents. Technically it wasn't the OSM US board, since we're filling
out the documents to let us incorporation, but it's the folks who will
make up the board once it is formulated. We were missing one member
due to strep throat, but otherwise we met, partially in person and
partially via phone conference to work.
Several of us (Kate and myself) have served on boards and done bylaws
before (Kate, I believe, helped form the bylaws for a Rollerderby
association) and I was working to modify the bylaws of a local
hackerspace. To simplify things we used the New York Wikipedia Chapter
as a template for our bylaws. They seemed the most similar to the
structure we imagined for our organization.
The key to bylaws, IMHO, is to keep them as simple as possible.
Organizationally the bylaws as something akin to the Constitution. You
want it to be very difficult to change the document, which means you
want to put all the nitty gritty you can in the standing rules. At the
same time, you want to create enough structure that the organization
can weather a storm, should one come up.
We had a few interesting discussions. For example, Article 2 section 1
subsection 5... We all wanted to include some language about
advocating for the position of Free or Open Source geodata, but felt
this was outside the scope of our organization to do so. By using the
language that we support the goals as the OpenStreetMap Foundation we
both center our group firmly in OSM, while at the same time
encompassing the same overarching goals.
We also had a long discussion about whether or not officers should be
the same as the board of directors. The original document did not have
them as the same, but in our case they are. After discussing it for a
while, we came to the consensus that the officer positions and the
board positions could be separated in the future, but would be one in
the same for the foreseeable future. But if the organization grew to,
say several thousand people, we'd want the flexibility to separate out
the positions in order to provide oversight of both the Officers and
the Board. But as we're small (and will be for a while), it's best to
keep them unified, which we will by standing rules and tradition.
We discussed the flexible board member number (between 4 - 9), as it
appeared in the original document. This would allow a future board to
operate should a board member resign (leaving 4 board members) and
should the organization grow enormously, to allow the board positions
to expand, putting the more exact number in the standing rules.
We added Article 6 subsection 5, which requires all general membership
meetings to be accessible via some sort of electronic communication,
be it phone conference, text chat or something else agreeable. That's
going to be important to us as our membership is geographically
spread. In addition though, we envision that we'll have one large
annual meeting, the first of which will be at State of the Map US,
which everyone is encouraged to come to.
IMHO the most important issues we discussed were those of bylaw
modification and board member removal. The key to a good member run
organization is the right balance between officers who can operate
efficiently and a membership who can be step in if something should go
direly wrong. We tried to strike as good a balance as we could. It
requires a 2/3rds majority vote to make an amendment to the bylaws.
That seems fair to me, though maybe it should require a certain
percentage of the membership to have voted?). To remove a board
member, if folks don't want to wait for the annual meeting, it will
require a motion passed at a membership meeting with a 2/3rds majority
vote, and then a general membership vote with a simple majority.
We spent a lot of time talking about what would happen if the
organization was taken over by a hostile entity whose only interest
was to hurt OpenStreetMap. The consensus was that we could only do so
much in our legal framework to stop that. In the end we don't care as
much about who a board member is as we do about what they do for
OpenStreetMap or OSM US. If the OSM US were to stop performing its
mission, then it would be the duty of the OSMF board to dissolve the
Chapter agreement between the OSM US organization and itself, which
would render the organization moot. In the case of a full dissolving
of the organization, we added a clause that says any assets of the US
OSM should be donated to the OSMF.
As Kate said, the idea is for us to give folks a week to examine the
document, solicit feedback and present it to the future membership at
the biweekly call for discussion. Once we have this, the rest of the
incorporation process is very straightforward- a few of us
