[FOSS4G-Oceania] Governance

Thu Nov 29 01:32:42 PST 2018

Hi all,

I have had experience incorporating and running an incorporated association in Victoria. It’s not difficult at all as they have recently simplified the requirements. All we have to do is provide annual financial statements online to CAV and have an AGM,

The model rules are the best to use, as any deviation from them results in significantly increased annual fees.

In any case, we must also have a funding source to pay for the annual statement lodging fees.

My main hesitation with putting geospatial and OSM together is confusion. I don’t know how many OSMF chapters there are in the world or how many others are in a similar situation, but for the average OSM user (more likely to be non-geospatial people who volunteer their time rather than work in the field), it might be confusing and perhaps even slightly intimidating to also have broader geospatial aspects. On the other hand, I can also see benefits of bringing together our collective minds and resources to work on similar projects.

Thanks,

Philip

________________________________
From: FOSS4G-Oceania <foss4g-oceania-bounces at lists.osgeo.org> on behalf of Daniel Silk <dwsilk at gmail.com>
Sent: Thursday, November 29, 2018 6:43:22 PM
To: Alex Leith
Cc: foss4g-oceania
Subject: Re: [FOSS4G-Oceania] Governance

I say this noting that other logical suggestions have their problems...

Open Geo Oceania (OpenGeo = Boundless old name)
Open Geospatial Oceania (sounds like an entity related to the OGC.. Open Geospatial Consortium)
Open Spatial Oceania (there's a company called Open Spatial..)
Geoceania (could be a generic geo- industry group / conference - I think it's important that "open" is in some way incorporated into the name because it is our key point of difference)

On Thu, Nov 29, 2018 at 8:35 PM Daniel Silk <dwsilk at gmail.com<mailto:dwsilk at gmail.com>> wrote:
If for example, incorporating in Victoria: https://www.consumer.vic.gov.au/clubs-and-fundraising/incorporated-associations/become-an-incorporated-association/register-as-an-incorporated-association<https://www.consumer.vic.gov.au/clubs-and-fundraising/incorporated-associations/become-an-incorporated-association/register-as-an-incorporated-association>

The requirements are:
1. At least 5 members
2. Non-profit
3. We have a name (the hard part!)
4. We have rules (a constitution)
5. We have a purpose
6. We hold a meeting (with 21 days advance notice required) and vote to incorporate

Later:
7. We must have an AGM within 18 months of incorporation and then within 5 months of the end of every financial year at which a financial report is tabled and signed off by at least two members
8. We must maintain a list of members including each members name, address and date they became a member

Seems like that's about it.

Note that the incorporated associations material for Victoria refers to a "committee", not a "board".

------

In regards to governance then, here is my proposal.

For simplicity, let's incorporate as "OSGeo Oceania" but with a clear purpose statement that supports not just open source geospatial software, but open geospatial data as well. If we are an incorporated association and name one committee member as the primary contact point with the OSM Foundation, then we satisfy all requirements to apply to be an OSMF local chapter.

This is similar to FOSSGIS in Germany which is also the local chapter for both OSGeo and OSMF. The Belgian and Italian OSMF local chapters are also organisations that are the local chapters for multiple international organisations.

I realise that this may be seen as diluting the importance of the OSM aspect and am happy to be challenged on this. I think it is very important that we continue to work together and I really enjoyed that we had strong open source geospatial, open data and OpenStreetMap aspects to our inaugural conference. I do think that it is hard to come up with a name that cohesively brings all of that together. It would be great to continue to work on that snappier name for next years conference. For the association though, the purpose statement is much more important than the name. OSGeo has already shown that it is keen to support OpenStreetMap so I think we can achieve our broader goals under "OSGeo Oceania".

Cheers
Daniel

On Thu, Nov 29, 2018 at 7:36 PM Alex Leith <alexgleith at gmail.com<mailto:alexgleith at gmail.com>> wrote:
Hi John and others

I'm not clear yet what the minimum we can do is, in terms of a legal entity. Do others have experience here? I had a quick read here<https://www.ato.gov.au/Non-profit/Getting-started/In-detail/Registration/Overview-of-legal-structures/>, but determined that I need an adult to help me with the choices!

I have served on the board of SSSI, and understand the structures of that organisation, which is a not-for-profit in Australia, and there's a fair bit of governance and documentation. I think the minimum if we had an organisation like that would be a constitution and a board + the conference organising committee for each year.

I think that creating an entity would be a great thing to achieve, and we certainly have the core to start with, with our enthusiastic committee and successful event. I'm a little hesitant, though, as I see that we can make it work without one... we have a lot of avenues for support, in terms of juggling finances and contractual agreements. SSSI, SIBA, Locate, LINZ, etc...

One more comment about the draft document is that I think limiting committees to those that are absolutely essential is important. So if the legal entity needs a board, we have a board, and a conference committee. If it just needs an annual meeting, we have an annual meeting and a conference committee! My $0.02.

Cheers,

Alex

On Thu, 29 Nov 2018 at 16:12 John Bryant <johnwbryant at gmail.com<mailto:johnwbryant at gmail.com>> wrote:
Hi committee, time for the most exciting topic of all - governance!

Over the last several months, and especially last week, there were a number of conversations among committee members about 'what next', and many of these have touched on the topic of how we organise this committee in the future.

I expect there will be quite a few ideas around this, and a range of opinions, so I'd like to kick off a discussion so that we can choose our path and move forward.

We've had a productive year of working together, culminating in a successful event. We managed to do this quite informally, using consensus building to foster a shared sense of ownership of the conference. I'm extremely happy with how this group has worked together.

I feel we are at an inflection point though, and I don't think we can assume that what worked this year will automatically continue to work. Now that we have people's attention with a successful event and an energised & engaged community, I feel it would be wise to come to more robust terms on how we manage this.

Because we need to kick off a new conference planning cycle in the new year, we also need to determine how to bring in new people (importantly, including some New Zealanders), how to appoint a new chair, etc etc.

At a bare minimum, I believe our next iteration of governance should include an updated Terms of Reference, outlining processes for managing committee membership, processes for appointing leadership and executive, rules/norms for decision making, and expectations around levels of participation.

But there are good arguments to be made for creating a legally-recognised entity:

  *   it would enable us to manage our own funds when the time is right (whether we choose to do this immediately or not)
  *   it would enable us to enter into agreements as a body (Alex and I had to personally sign our partnership agreement with SSSI, as individuals)
  *   it normally comes with a well-developed set of rules for governance that we can adjust to our liking
  *   I believe that committee members would be somewhat protected from personal liability
  *   it would provide a strong signal to the community that there is a persistent body in place to steward the conference and other initiatives, and ideally lay out a strong foundation for the long term

I have definitely heard people warn against the administrative overhead of setting up a formal entity, but having done this in the past (in Canada mind you), and reading through the docs, I don't see this as especially onerous. But there is more work to do on understanding the details.

In any case, we need to figure out how to move on to the next phase. In terms of timing, I think we should try and come to agreement on a clear path forward within about 2 weeks (14th Dec), so that we can begin the new year with purpose and direction.

Daniel and I had a good chat about this stuff this morning, and have started a draft document<https://docs.google.com/document/d/1KkUl-qwb2pE5OomHy-0RwKSsXJDOkFx0dpW6Dhfv624/edit> we can use (in addition to this email thread) to focus our efforts.

Your thoughts/questions/ideas/concerns please!

Cheers
John
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