Humanitarian OSM Team/Board/Board Meeting Minutes/28 March 2022
HOT Board Meeting 28 March 2022, 13:00 UTC
Attending
Courtney Clark, Nate Smith, Shoaib Burq, Kuo-Yu “slayer” Chuang, Bo Percival, Rebecca Firth.
Excused
Kate Chapman
Absent
Gertrude (Trudy) Namitala
Observing
Adam Rowlands, Russell Deffner, Chad Blevins
Chair
Courtney Clark
Minutes
Inna Nogeste
Call to order
Meeting called to order at 13:02 UTC by Chair Courtney Clark.
Quorum
Yes
Approval of Previous Minutes
Approval of the February 2022 HOT Board Meeting minutes.
Motion by Nate: Approve the February 2022 HOT Board Meeting minutes. Motion approved.
Previous Action Items
- HOT Governance Working Group (GWG) presentation - The Board is to help people to join the GWG (Kate) - Done
- HOT Governance Working Group (GWG) presentation - Add governance and bylaws to April screen-to-screen Board meeting (Kate) - Done
- Board Vacancy - discuss with Chad about notifying the membership about the election (Kate) - Done
- Filling the Board Vice President’s Seat - Someone needs to chair the next Board Meeting - to be decided asynchronously (Kate) - Done
- Filling the Board Vice President’s Seat - discuss OSM with Tyler after today’s Board Meeting (Kate) - Done.
Circular resolutions approved since previous meeting
None to report.
Contracts approved since previous meeting
- 15 February 2022; Staff contract; Shamilah Nassozi Ssekandi, Data Quality Associate
- 18 February 2022; Staff contract; Juan Arellano Valdivia, Communications and Community Specialist
- 1 March 2022; Staff contract; Carla Habif, Community Services Associate
- 15 March 2022; Staff contract; Emilio Mariscal, Senior Engineer/Developer
- 15 March 2022; Staff contract; Rachelle Pormento, Global Human Resources Manager.
Agenda
Operations Update
Presenting: Rebecca
Rebecca’s presentation is here.
Topics covered were HOT Strategy, launch of the Open Mapping Hub - West and Northern Africa, Director of Philanthropy and External Relations, HOT Staff Organizational Chart and the OKR cycle.
HOT Senior Management Team (SMT) presentation
Presenting: Courtney
Bo Percival, Director of Technology and Innovation presented his area and his presentation is here.
There was a Q&A from the Board about Bo’s presentations, including topics such as tech strategy and partnerships.
Filling the Board Vice President’s Seat
Presenting: Courtney
Felix Delattre, Board Vice President, resigned from the Board in February this year.
The approach will be similar to how other Board seats have been decided, does a Board member want to volunteer to take on this role? It is not a formal requirement that the Board has a Vice President but the Executive Committee would like this position to be filled. This role could be until the next election in September/October when a new, or other, Board member could take this on.
Shoaib volunteered to take on this role.
Code of Conduct Committee - requires a new Board representative
Presenting: Courtney
Felix Delattre, former Board Vice President, has resigned from the Board and this committee. A second Board member is therefore required for this committee.
There are no regular meetings for this committee, but it does need to be prepared for the next election in case something untoward happens.
Courtney volunteered for this position.
HOT Governance Working Group (GWG) - requires a new Board representative
Presenting: Courtney
Felix Delattre, former Board Vice President, has resigned from the Board and was the Board representative in the GWG which needs at least one Board representative.
Kate has volunteered for this position.
Executive Committee update
Presenting: Courtney
The March Executive Committee Meeting discussed what is on this Board Meeting Agenda.
Board members were asked to follow up on action items decided at the February Virtual Board Meeting.
Risk Management Committee (RMC) update
Presenting: Shoaib
The committee is pausing the meetings until the external Risk Management consultant can formulate a broader Risk Management strategy. Seka has started the Terms of Reference for the consultant’s position.
Strategy Committee update
Presenting: Nate
The committee’s updates were covered in Agenda item 1 - Operations Update.
HOT Board Virtual Meeting - Friday 6 May 2022
Presenting: Courtney
A screen-to-screen meeting is preliminarily scheduled for Friday 6 May 2022. This is a follow-on from the February Virtual Board Meeting.
Board Meeting schedule
Presenting: Courtney
Before the Audacious Project the Board met every second month but meetings were longer. Should Board Meetings be held every two months, for longer than 90 minutes and start one hour earlier?
It was asked if Senior Management Team (SMT) presentations be made available to the Board to review 1 to 2 weeks before a Board Meeting and there be a Q&A instead of a presentation? This could be introduced after the May Virtual Board Meeting.
No final decision was made about the Board Meeting schedule and Board members were asked to send their feedback to Kate.
The SMT presentations have been part of the onboarding for new Board members so have been provided as general information from the SMT to new Board members. If the Board would like future SMT presentations during Board Meetings they will give the SMT as much notice as possible. It was decided that it will be good to continue the onboarding for new Board members but perhaps to organize times between the SMT and new Board members only.
Approval of Code of Conduct Committee ToR
Presenting: Shoaib
The Code of Conduct Committee’s Terms of Reference (ToR) are here. This is a procedural item because every committee needs a ToR.
The Board was asked to especially review paragraph 2, “Tasks and responsibilities”.
Motion by Nate: : Approve the Code of Conduct ToR.
There was a discussion of Item 2.2 where a word was missing in the first sentence. The word “act” was added to the first sentence to read as follows: On behalf of the board act on proposed amendments to the HOT Code of Conduct.
Motion approved.
Other business
Presenting: Courtney
No other business was raised.
Community presentation - Chepang Mapping, HOT Microgrant 2021
Presenting: Courtney
This short video of the Chepang Mapping HOT microgrant was presented to the Board.
More information about this microgrant is also available on the HOT website here.
Questions from Voting Members
Presenting: Courtney
Chad Blevins,Voting Membership Chair, discussed the Membership Election. He has emailed the membership about the election and will send a second email with all the procedures with links and information will be posted in a blog or diary post and Slack. Heather Leson has introduced Chad to Michael Collinson and Boris Mogwitz who have been used as independent observers in previous HOT elections.
Elections will be open 1 - 15 April and the Membership Code is here.
The Board can nominate members and it isn’t regarded as a Conflict of Interest. A Board member doesn’t need to be on the Election Committee, but it would be nice to have a Board member on the committee.
Kate and Trudy are to be asked if they are interested in being on the Election Committee.
Tabled topics
The following are not reflected in the notes because there has been no action since the last Board meeting or there was insufficient time to discuss the topic at a Board meeting.
- Role of local boards
- Strategic plan 2022-2025
- MoU with OpenStreetMap Foundation
- Board vacancy - discuss having an advisor on the Board in the interim
New Action Items
- Risk Management Committee (RMC) update: Board members are to contact Shoaib if they want to see the Risk Management consultant’s job description (Shoaib) - Pending
- Board meeting schedule: Board members are to contact Kate with their feedback about fewer but longer Board meetings (Kate) - Pending
- Board meeting schedule: Board to plan SMT presentations and their questions in advance (Kate) - Pending.
Next board meeting
Monday 25 April 2022 @ 13:00 UTC.
Adjournment
Chair Courtney Clark declared the meeting adjourned at 14:14 UTC.
Minutes approved
These Board Meeting Minutes were approved by the Board on 25 April 2022.