Foundation/Local Chapters/OSMUK
This page is to keep track of progress on setting up a UK OpenStreetMap group. Please help to keep it up to date with the discussions being held on talk-gb mailing list and our conference calls.
The OpenStreetMap Foundation maintains a list of Local Chapters. At this initial stage of the groups establishment we have not yet discussed the advantages or disadvantages of becoming a Local Chapter.
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Next meeting
Date and time
Wed Jan 27 at 8pm via telephone conference. Details here.
Agenda
We will cover as many of the group actions below that we have sufficient information to cover.
User:RobJN would like to raise an item to propose to extend the region from the UK (as discussed in the first meeting) to United Kingdom and Islands as defined on page 33 of the Immigration Act 1971. This covers the UK, Channel Islands and Isle of Man, as shown in this wikipedia article.
User:Brianboru would also like to start discussing: Name (not what it will be - but a mechanism for choosing one), and membership classes (rights and costs).
Current actions
Group aims
We need to agree what the aims of the group will be before we push too far ahead with setting it up. Aims are the high level things we want to achieve from this group (e.g. increase the number of active mappers). This differs from the methods or activities used to achieve the aims (e.g. hold regular mapathons).
1st draft
To increase the number of data contributors;develop their skills and keep their motivation so that new contributors become active mappers to improve and maintain OpenStreetMap data in the UK. To provide a national point of contact for UK organisations wishing to use OSM data or contribute data to OSM. To engage in activities and provide services that are consistent with achieving these aims.
1st round of comments
- Comparisons to other groups here.
- Robert W's comments.
- RobJN's comments.
- Dudley's comments.
2nd draft
Redrafted to:
1.To increase the size, skills, toolsets and cohesion of the OpenStreetMap community in the UK. 2.To promote and facilitate the use of OpenStreetMap data by organisations in the UK. 3.To promote and facilitate the release by organisations in the UK of OpenData that is suitable for use in OpenStreetMap.
2nd round of comments
- Wikimedia UK objectives provided for comparison.
- Dudley's ("improving the map") comments and Brian's reply.
Please add further comments to Talk:UK Group or send an email to the talk-gb mailing list.
Structures
This action is to look at which legal/corporate structures could work well for the group. It requires quite a bit of reading but it is important we get it right. A high level summary is provided below but please try to find time to review, add to, or comment on the full in-progress review of structures provided here.
So far the two that look most interesting are Charitable Incorporated Organisation (CIO) and Limited Company. A third option, a Community Interest Company (CIC), would add a number of extra requirements on to the Limited Company but would send a strong message that we are for the benefit of the community rather than personal gain.
Charitable Incorporated Organisation (CIO)
This fits in to the category of Community Groups and Voluntary Organisations. Within this category you also have Unincorporated Association and "Charitable Company". In terms of complexity the CIO sits in the middle of these.
It (the CIO) is better than the Unincorporated Association as it provides a legal identity separate from its members therefore protecting the members liability to debts (e.g. liability limited to a token £1, or even nothing at all).
At the top end a Charitable Company also provides limited liability. The main advantage over the CIO is that a Charitable Company may be more likely to get a bank loan than a CIO as it is obliged to keep a public record of its liabilities [Question: Can a CIO just optionally keep a public record of its liabilities to get over this difference?]. I have also read that some funders regard this structure as more stable, as they know the company will continue to exist even if there is a change of people involved [Question: Is this an advantage over the CIO or just the Unicorporated Association - that is do funders also see CIO's as stable?].
The disadvantage of the Charitable Company is that it must be registered with both Companies House and the Charity Commission. Annual accounts and annual report must also be submitted to both bodies annually. In contrast the CIO only needs to be registered with, and file accounts to the Charity Commission.
Limited Company
[To do: For now see the in-progress work here].
Community Interest Company (CIC)
This fits in to the category of Social Enterprise. It is a Limited Company with additional features. These additional features ensure that it works for the benefit of the community [Question: Is there a template constitution for a Limited Company that brings much of these things without having to file the annual reports that a CIC does?]. The main benefit is that the CIC status is well understood and sends a clear message of our intention to support the community rather than personal gain.
Setting up a CIC is a big step, because once you are registered the only “ways out” are:
- dissolving the company and ceasing to exist altogether, or
- converting the CIC to a charity and subjecting the company to the more onerous regulatory regime of charity law.
This means that once a company is a CIC it cannot become an ordinary company.
Charity versus Company
What are the main differences between the two?
[To do].
Constitution
The next action would be to work on our Constitution / Articles of Association. Jerry has offered to look in to this but I am sure he will not mind if anyone makes a start by adding ideas here.
I SK53 haven't made quite as much progress as I had hoped on this score. I have read the constitutions of several organisations and have made fairly detailed notes, but they are rather heavy going at present.
To start with it is useful that for many of the corporate forms outlined above the Constitution (called Governing Documents by Charities Commission) will be in three parts: a Memorandum, which largely just establishes the organisation; the Articles of Association, which may need to be lodged with one of the registers, and Standing Orders. Moving certain detail to Standing Orders removes the need to make new filings to registrars for fairly minor detail. Certain portions of the Articles of Association are fixed for various forms of governance: these are highlighted in red in the model documents on the gov.uk site.
The model Articles of Association are extremely broad in scope and it is clear that it is sensible to alter them to more directly reflect our circumstances. Even then practice will highlight things which don't work well, or could be expressed better. Many of these points can be resolved by choosing some specifics: how big should a committee be, how frequently should it meet, how should it be elected. Rather more involved are the clauses relating to unusual or untoward events: rejecting membership applications, replacing an officer or committee member in extremis, dissolution. However, I think these are important because the Articles usually only become important when issues are contentious. By understanding how things should work in such cases ought to be of assistance if they arise. SK53 (talk) 18:48, 27 January 2016 (UTC)
The Articles of Association of the Botanical Society (pdf) which is a charity and company limited by guarantee certainly provide a good idea of how to handle Objects, Powers & basics of appointing a board/committee/trustees (as appropriate). The OSMF Articles of Association are also of highly relevant here.
Progress to date
In addition to the many discussions listed below that all move us forward, the following seem to have been "agreed":
Region
"I think we’re agreed it should cover the UK geo area. Loose federation with Scotland, loose federation with NI" [1]. Wales doesn’t have an existing group so less cause for concern there. Local English groups presumably follow the same loose federation system.
Name
Until we get formal, can we just call ourselves OSM UK [2]. This is subject to change, from a legal point of view we may need a different registered name (e.g. if setting up a Community Interest Company I understand the name must reflect this status). Our front facing name can be different and we can use a number of campaigns (as we have seen with "Switch2OSM").
Further discussions about the name at GB/UK group naming question.
Record of discussions
Previous meetings
Most recent first:
- 2015-12-17 (minutes)
- Initial kick off meeting in which we discussed ideas of what the group could focus on, the region it should cover, the temporary name (project name), and volunteers for the initial working group.
Other discussions
- Early days:
- Community survey:
- To measure interest a survey was distributed. Results here.
- For later in the process:
- Technical discussion.