Foundation
The OpenStreetMap Foundation (OSMF; the Foundation) supports the OpenStreetMap project, primarily by hosting and developing the infrastructure on which the OpenStreetMap runs.
Legally, OSMF is registered at Companies House in London as a company limited by guarantee (not by shares). The articles provide that the company's property cannot be distributed to its members. It operates under the law of England and Wales.
The information provided on this wiki is a summary. Full information can be found on the Foundation's website, osmfoundation.org.
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Purpose
The Foundation was established to: [ citation needed ]
- Be a custodian for the servers and services necessary to host the OpenStreetMap project. Specifically the foundation is the owner of the servers located at UCL, Bytemark, Amsterdam and Dublin. The Foundation also owns and manages the www.openstreetmap.org domain name.
- Afford some degree of protection from copyright and liability suits.
- Provide a vehicle for fundraising to support the project.
The legal purposes of the Foundation are
- (a) encouraging the growth, development and distribution of free geospatial data; and
- (b) providing geospatial data for anyone to use and share.[1]
The directors are under a legal duty to pursue these (and only these) purposes.[2]
Membership
You do not have to be a member in order to use or contribute to OpenStreetMap.
Members have a vote as part of the sovereign body of the Foundation. Different membership types have different powers.
Any individual can join the Foundation by paying a fee of £15.
Regular mappers and people active in other OSM support work can apply for 'Active Contributor Membership', which, if granted, will allow a full waiver of the membership fee. This grants limited Associate Membership. Full legal membership, called Normal Membership, has to be paid for.
Companies and organisations can apply for Corporate Membership.
Members can communicate with each other
- Using the "Foundation" forum on the OSM's Discourse instance
- Using the group email list (Note that anyone, even non-members, can read the discussions.)
The email lists have run 'hot' sometimes. As at November 2024, it seems the Forum is used more.
Membership includes a discount for some events organised by OSMF (such as the annual State of the Map conference).
Governance
Members
In brief
The members are the sovereign body of the Foundation.
There are two types of member:
The rights and powers of each type of member are different:
- Normal members are legal members of the company under the Companies Act. They have ultimate control over the Foundation.
- Associate members have more limited rights.
The privacy consequences of each type of membership are different:
- Names and addresses of normal members can be viewed by the public if they request this in writing. Misuse of the information is illegal.[3]
- Names and addresses of associate members can be viewed only by the Board and other members.[4]
The costs of each type of membership are different:
- Normal membership costs £15 in all cases
- Associate membership costs £15, or the fee can be waived for "Active Contributors".
A person's choice of membership type can therefore be seen as a trade-off between powers, privacy, and cost.
Normal members
Sometimes called "full members" or "legal members".
Normal members are members of the company under the Companies Act 2006[5]. They have ultimate control over the Foundation.
Normal membership is a contract between all the members of the company inter se, and also the company itself.
The contract is equivalent to a deed (~acte authentique / öffentliche Urkunde / escritura notariada).
- This gives strong protection to all parties.
- The contract does not change even if the de facto practice of the Foundation changes.
Normal members have the rights given:
- by the Articles of Association, and
- by UK company law (principally the Companies Act 2006).
For example, normal members:
- Control the articles of association.
- Can remove directors or require the directors to act in the way they specify.
- Five per cent of members can
- require an audit of the accounts by a statutory auditor,
- call a general meeting, and
- circulate a statement to the membership.
The register of members
The names of normal members are recorded in a 'register of members'.
The register is a very important legal document, with many legal protections:
- the directors & secretary commit a strict liability criminal offence if it is not accurate (s. 113(7))
- a person wrongly entered into the register is a member of the company and cannot be removed except
- with their consent
- by a procedure given in the Articles, if there is one
- by a court order
The register of members is, in principle, a public document:
- It is not published anywhere.
- However, anyone can request a copy.
- Denying the request requires a court order, which can only be given if the court thinks the request is for a bad purpose.
- If someone is given a copy of the register, they commit a criminal offence if they misuse the information.
Changes to UK law on company members from 2024 onwards
There were major changes to UK company law in 2023.
The new laws will be in force soon* and will make the following changes:
- The register of members must include a forename and surname of each member;
- Previously only a "name" was required, and by implication it could be a pseudonym.
- The register must include a "service address";
- A service address doesn't have to be the member's home address: it can be anywhere the member can be contacted.
- With the permission of OSMF, this could even be OSMF's registered address in Cambridge, UK.
- Before, the register had to include an "address" for each member, widely assumed to be a home address.
There are new criminal offences for members who don't give their real identity:
- it will be a criminal offence for a member not to give their forename, surname, and a service address when they join;
- it will be a criminal offence for a member not to inform the company if their names or service address change;
- the company can require a member to give their names and a service address, and it is a criminal offence not to comply with the request.
The stricter rules about registers will soon* be offset by new regulations that improve the privacy of information included there.
Indications are that most companies will not be permitted to disclose their register, or at least some information on it (such as addresses). UK authorities are still developing their policy.
* "Soon" means some time in 2025, on current indications.
Associate members
Associate members have only the rights and obligations given to them by the Articles of Association (Art. 11).
In contrast to normal membership:
- The contract of associate membership is with the company alone;
- The contract is a simple contract, not a deed (in civil law terms, ~acte sous seign privé or privat Urkunde).
It follows that:
- An associate member has no responsibility to any other member;
- The rights and responsibilities of associate membership can change if established practice changes, even though the Articles have not changed. This might occur without us noticing. A claim that a change of this sort has occurred is likely to be controversial and may be expensive to resolve.
An associate member's liabilities are less than a normal member's. As associate member's rights are also less:
The Articles restate (Art. 76) the law that associate members may not vote on things that the Companies Acts give as a statutory right to the members of a company:
- Where associate members have right to vote at a general meeting they may do so only on the following matters:
- (1) appeals from expulsions by the board;
- (2) the appointment of directors;
- (3) decisions by the meeting as to whether to adjourn;
- (4) any other decision required by these articles to be made by a General Meeting, unless that decision would have to be made by ordinary or special resolution or is otherwise reserved to the members of the Foundation by these articles or the Company Acts.
- (5) such other motions (not being ordinary or special resolutions of the Foundation) as the chairperson or the board may determine;
One advantage of being an associate member is that personal details are more private: the register of associate members can be inspected only by the Board, and by members and associate members of the Foundation if the Board is satisfied the data will be used properly (Arts 27-29).
Articles of association
The Articles of Association for the OpenStreetMap Foundation are available from the Foundation website.
The Articles have been revised three times since 2007:
- 1st revision of the OSMF Articles of Association
- 2nd revision of the OSMF Articles of Association
- 3rd revision of the OSMF Articles of Association
General meetings
A 'general meeting' is a meeting which all members may attend. Votes passed at a general meeting are usually binding, and must be put into effect by the directors.
Typically there is a general meeting once per year, in close proximity to the board elections. Attendance at a general meeting is not required to vote on the matters considered at that meeting: since 2014 voting is via an on-line voting service with email invitation for all members. Prior to 2014 voting was by paper ballot in person at the AGM, or email by proxy. Join
The latest general meeting was scheduled for Saturday 19 October 2024 16:00 UTC. See Foundation/AGM24.
Information on past meetings can be found on the OSMF website.
Board of directors
The Foundation (as a UK company) is a legal person, but a person that cannot act for itself. The Foundation can act only through its directors.
Appointment of directors
Directors are elected by the members and associate members of the Foundation. An electronic ballot is held annually, usually around December. The ballot uses the Single Transferable Vote system. Collectively the elected directors are known as 'the Board'.
See list of elections for more info about specific elections. For few weeks each year it will also list upcoming one.
The section "Officers & Board" of the OSMF website includes a list of current directors.
Responsibilities
Directors' primary legal duty is to manage the Foundation in the way that they believe, in good faith, achieves the purposes given in clause 2 of the Articles of Association. This and their other legal duties are set out principally in Chapter 2 of the (UK) Companies Act 2006. They have other responsibilities set out in other UK legislation and in the English common law.
The Board's own declared scope is given on the Foundation website: Scope of the OSMF board in Mission statement list what board is supposed to be doing.
Meetings
The Board meets regularly, usually once a month. Information on future and past meetings can be found on the OSMF website.
Monthly Board Meetings documentation includes a list of decisions taken by OSMF board. It includes for example
- Approval for hiring people for paid positions
- Approval of active contributor memberships (ones that were not passed automatically due to mapping activity)
- Handling ban policy
The Foundation's wiki also has OSMF updates. The Annual General Meeting typically includes an Annual Report, like this one for 2020.
Minutes
Board Meeting Minutes are published on the foundation website.
Current directors
Board members' list and biographic sketches can be found here.
History by year of election
- Main article: OSMF board members by year for summary of all elections, including info about when current board members were elected.
Communications
- The full board can be emailed using board@osmfoundation.org. Note that this email alias is not limited to the aforementioned board members, but may also be copied to other parties.
Public filings
The company files its accounts and other information required under English company law to Companies House in London. You can read the company's file here.
Working Groups
Many of the activities of the foundation are carried out by working groups. (See the list of working groups on the Foundation website.)
Legal powers
In legal terms the powers of working groups are delegated from the Board, and do not arise from the Articles.
Legally, therefore, the decisions of a working group do not bind the Board, and the Board may either ratify those decisions or over-rule them.
Nonetheless, there is a strong expectation among members that the Board will adopt the conclusions of Working Groups.
Personnel
Working Groups are composed of volunteers and are always looking for new members.
Current groups
The following working groups are currently active:-
Communication Working Group
- Supports and maintains the OSM Foundation website
- Supports and maintains communication tools between OSM Foundation members and board
- Promotes communication within the OSM community
- Improves tools for supporting OSM membership subscriptions and renewals.
Data Working Group
- Main article: Data working group
Deals with issues relating to copyright infringement and disputes.
DWG official webpage
Engineering Working Group
The Engineering Working Group offers a platform for coordination of software development efforts across the OSM ecosystem, handles software development paid for by the OSMF, and manages OSM’s participation in software mentorship programs such as Google Summer of Code.
Licensing Working Group
Licence and other legal topics.
LWG official webpage
Local Chapters and Communities Working Group
- Main article: Foundation/Local Chapters
To establish a framework for federated Local Chapters of the Foundation where local or special interest groups are able to set up a formal relationship with the Foundation. Federated groups will also be able to represent themselves to other official bodies such as the Government and media organisations [1] This working group was reactivated and renamed in November 2019.
LCCWG official webpage
Membership Working Group
The Membership Working Group is charged with:
- Administering the membership database
- Answering routine membership queries
- Increasing OSMF Membership
The Membership Working Group is not charged with:
- Membership of Local Chapters
- Corporate members
Operations Working Group
Planning and maintenance of the OSM editing API and servers
State of the Map Working Group
Is responsible for the organization and execution of the annual OpenStreetMap Foundation Conference "The State of the Map". Please note that regional SotMs (such as SotM-Asia, SotM-Africa, SotM-LatAm and others) are organised exclusively by local teams, which run their own sponsorship programs and have separate budgets from the OpenStreetMap Foundation.
SotM-WG official webpage
Advisory Board
There is an 'advisory board'. See https://wiki.osmfoundation.org/wiki/Advisory_Board.
Surveys
See Foundation/Surveys.
Budget
See https://wiki.osmfoundation.org/wiki/Finances#Expenditure_/_Budget
Contacting
See https://wiki.osmfoundation.org/wiki/Contact
Using one of public contact channels is better in almost all cases, especially in cases of tagging, mistakes on the map, styling of maps and so on.
References
- ↑ “Articles of Association”. Retrieved 2024-11-07.
- ↑ “Companies Act 2006, section 172.”.
- ↑ Sections 114-119, Companies Act 2006
- ↑ Paragraph 29 of the Articles of Association
- ↑ See sections 112 onwards especially. Companies Act 2006
Videos
- SotM 2020: Winds of Change in OpenStreetMap, Allan Mustard
- SotM 2019: Board + Working Groups meeting
- SotM 2018: OpenStreetMap - Now and into the Future, Kate Chapman and Heather Leson
- SotM 2016: OSMF Funding Drive Announcement, Martijn van Exel