A Proposal to improve the OSMF by Separating Out the Board from Officers

Posted by emacsen on 18 November 2014 in English (English)

A great deal has been said about the OpenStreetMap Foundation and its issues with effectiveness and interpersonal relationships. In this post, I will outline a proposal which I believe will address both the effectiveness and the interpersonal issues of the board, and result in better results for the Foundation and therefore project as a whole.

One area of commonality in OpenStreetMap is that of favoring doing rather than talking. We're a project that exists because individuals take on tasks themselves, whether that's mapping, software development, project management, documentation, etc. Each OSM contributor knows and understand the value in individual contribution.

But this is not how the OSMF governs itself. Instead, the OSMF uses a committee model. This is despite the fact that we know how generally ineffective committees are. We collectively laugh at jokes about committees and meetings, and yet we have asked our Foundation to use the committee model for its decision-making.

The mechanics of why we have the committee model is that the OSMF board members are also its officers. In other words, when selecting a treasurer or secretary, the board must select one of the seven board members. This has two effects.

Firstly, it means that the board's candidates for who best to fill a given position are limited to a candidate pool of seven, or less, depending on which positions are already filled, or which candidates self-select for a position.

Secondly, it creates a situation within the board that the officer positions are somewhat symbolic. The OSMF Chairman is Chairman, but has no more authority than any other board members.

I propose that we separate the officer positions from the board and instead have the board appoint officer positions such as an Executive Officer and a Financial Officer. These appointed officers would have relative freedom to run the OSMF, and they would report to the OSMF board.

These appointed officers would have a great deal more flexibility than the current officers. The Executive Officer, for example, would be able to lay out his/her qualifications and vision for the organization and let the board elect them, much like is done in many corporations and existing non-profits.

The officers would need to report to the Board any activity, and they would need to be re-elected annually. By having the officer position separate from the board, the Foundation would have the flexibility to either increase the frequency that it changes officers (based on performance), or favor continuity and re-elect the same officer if they've done a good job. Special rules could be drafted in case of an emergency need to replace an officer, of course, but generally the officer would be someone that would represent the board's vision for the Foundation, and the board's vision would be reflective of the OSMF membership as a whole, as board members would continue to be elected the way they are today.

The elephant in the room of this discussion is whether or not these officer positions would be paid. I think that is a question of vision, left up to the OSMF Board. If the Board believes that the Foundation should move in that direction, then it should have the flexibility to pay an officer and or allow an officer to pay for services. On the other hand, it could remain the same. But by separating out the officers from the board itself, we remove the issue of whether or not the board itself should be paid. The board would remain volunteers, thereby reducing or eliminating conflicts of interest.

In summary, separating the officer positions from the board would lead to:

  • Greater Flexibility
  • Greater Transparency
  • Less Bureaucracy
  • More Accountability

And generally a more nimble and agile OpenStreetMap Foundation.

I would like to see this turned into an official proposal by the board.

Comment from marczoutendijk on 18 November 2014 at 15:58

Please note that we now also have a forum here:

You probably can repost your message there also?


Comment from pnorman on 18 November 2014 at 16:57

Minor note, all directors are generally officers of the company, although others may also be officers.

It's largely a terminology matter.

Comment from SimonPoole on 18 November 2014 at 17:03

Serge note there has been/is nothing stopping the board from following your suggested model in the past, now or in the future. I would however be very sceptical of the board in general (not the newly elected members naturally) of getting to the point were they would let go far enough that such a model would actually work.

Comment from MichaelCollinson on 19 November 2014 at 09:39

Keeping this low key as I have been told off for "giving advice".

You and I basically think alike, though the devil is in the detail. I think we do have to look carefully at each position. I wonder if you think the same or how your thoughts differ? :-

Membership secretary

No reason at all why this should be a board position provided that there is a formal briefing on how to cover the extremely rare situation of potentially turning away someone who wants to join (has happened once to my knowledge).

Treasurer -> Finance officer.

On a day to day basis, definitely. And there is no reason more than one person cannot be involved. There is however the tricky issue of final responsibility, i.e. signing off the accounts for the AGM and the classic situation of the person with bank account access running off to Brazil. OSMF members may still want an elected person maintaining a degree of control.

Another line of attack is to expand the role of our current paid book keeper, for example to produce journals and ledgers in a format that can be published it toto to OSMF board and officers and with some info redacted for public. Wikipedia Sweden have made an excellent job of this and the prime developer, Holger Motzkau, is an OSMF member.

Chairman -> Executive officer (aka General Secretary aka Coordinator)

In theory, there is an Executive Officer and that is my, until Thursday, as Management team chair. I've made a miserable job of this, partly my own making, partly odds stacked against me. But there is no reason not to keep trying. I feel that what we should now do is put our foot in the water uncontroversially by hiring a part-time coordinator who will keep track of a list of tasks, who volunteered to do them, and politely follow-up on a frequent and regular basis ... it was the frequent and regular basis that I found unable to handle as a time-poor volunteer.


The current though not necessarily exclusive role of the Secretary is to round up everyone for board meetings and then impartially take minutes. I do not see that changing so it is not a role to migrate. But any extra tasks could certainly go to an Executive Officer

LWG Chair -> Legal Counsel

Also time to bring in a part time legal counsel in my view. I see running the servers and assisting end-users by giving clarity on whether or not they can use our data as the two primary and unavoidable duties of the OSMF. Simon Poole has most graciously handled a rising stream of license enquiries but we need a more robust solution. There are other challenging and time-swallowing topics to handle too.

Comment from MichaelCollinson on 19 November 2014 at 09:43

I should also add that Christian Quest of OSM France has some excellent thoughts on this general issue. He has a past knowledge of international air sports organization (Fédération Aéronautique Internationale and Paragliding World Cup Association) and also national French Free Flight Federation (around 30.000 members) ... all non profit and really low budget orgs.

Comment from emacsen on 19 November 2014 at 13:20


As you say, the devil is in the details. Where I differ slightly from you is that I believe that responsibility is the key, rather than elections. The argument I've heard offline against my proposal is that every board member is now acocuntable to every member, but in reality most members are not following every board action that closely. Instead, I would say that we elect board members for one of a few reasons:

  1. They represent a specific vision that we have for the organization. That may be a strategic vision for the organization, or a vision for the project, or be part of a demographic.

  2. They may represent a counter or check-and-balance to an existing board member. For example, I think that it's well understood that Kate Chapman has a different vision than Frederik Ramm, but someone may vote for them both for this very reason.

  3. Maybe the candidates they voted for wasn't ideal, but was the best on offer.

In any of those cases, the elected board member has a greater interest in the OSMF operation as a whole and can keep track of the entire goings-on than the average OSMF member.

Where I think we most agree is formalizing these positions, possibly taking them from a larger pool of candidates than the board, or even possibly of membership, and maybe paying them, if the board deems that it makes sense to do so.

Comment from jremillard on 22 November 2014 at 21:52

If the people on the board can't stand being in the same room with other and don't trust each other enough to share the check book register and the membership list, the organization is the least of the problems. Hopefully the chemistry of the board members improves, otherwise, a reorganization would be rearranging the deck chairs on the Titanic. Fortunately, the project marches on in spite of the dysfunctional/unhappy board.

We should allow everybody with an OSM account to vote for the board, so this process is not dominated by the top 0.0001% project.

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