Awareness on Membership software (CiviCRM) issues under Membership WG and Board review

Foundation
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Dear OSMF members,

I’d like to inform you about two separate issues detected regarding our membership software that can affect the upcoming OSMF Board Elections.

Issue 1: As we became aware from the last election, some members who are eligible to vote did not receive a ballot due to a bug in our membership management software and PayPal payments.

  • The Board (Sarah and I) are working with the Membership WG to detect and monitor potentially affected renewal.
  • A consultant is also working on the issue.
  • We will notify everybody when ballots are sent out, so that you make sure, you receive your ballot and let us know if there are issues.

Issue 2: As mentioned during board meetings, it was discovered that active contributor memberships were automatically granted after people applied, even in cases where they were not eligible (number of mapping days in past 365 days less than 42).

  • The software bug has been recently fixed.
  • The Board and the Membership WG will notify affected applications. We hope to do this by the end of this week.

Thank you for your cooperation and understanding.

Warm regards,

Arnalie
Board liason for MWG

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While I was on the board of OpenStreetMap US we switched from CivicCRM to Neon. It was important to the board at the time that members could view their membership status, auto-renew their membership, and other “normal” things that typically go along with being a member of an organization.

Our executive director and staff researched a number of alternatives for membership management and recommended this one. It’s worked out well.

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It’s beyond time that the OSMF adopt some sort of membership management system that meets the needs of the membership.

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thank you for the suggestion! :slight_smile:

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Update on Issue 2:

Thanks for your patience. Here are some updates on Issue 2:

  • Based on MWG investigation, the bug very likely started 1Dec2023 with 573 applications from then

  • MWG run a script to detect affected applications and found that:
    a. the bug not only automatically accept applications in cases where they were not eligible (number of mapping days in past 365 days less than 42), but also in cases where OSM username is left blank
    b. 65% of the applications are in order; the remaining 45% either have 1) no OSM username; or 2) invalid* OSM usernames; or 3) did not meet the Active Contributor Membership criteria.

  • We are developing a process to handle the issue with respect to the Active Contributor Membership and Board Elections criteria as well as the OSMF’s Article of Association, and in consultation with MWG and LWG. The proposed handling process in summary:

  1. check which application is affected
  2. recheck their eligibility for active contributor membership to confirm their membership, eligibility to vote and eligibility to self-nominate for the Board Elections
  3. An appeal process for those who do not meet the criteria

We hope to provide more updates soon. Thank you for your support and understanding.

=Arnalie
Board liason for MWG

*OSM usernames can be changed anytime so it may have been valid at the time of applications

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Just for clarification is this

  1. OR 2. OR 3.

or

(1. OR 2.) AND 3.

or any other combination?

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Fixed now! Thanks

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The proposed handling process in summary:

  1. check which application is affected
  2. recheck their eligibility for active contributor membership to confirm their membership, eligibility to vote and eligibility to self-nominate for the Board Elections
  3. An appeal process for those who do not meet the criteria

My take on the situation, as someone reasonably well versed in UK company law (in a voluntary capacity; what follows is not legal advice.)

Members
Anyone who applied to be a member, and whose name is in the register of members, is a member full stop / period. This arises from Companies Act 2006, section 112(2).

It’s irrelevant that they’re ineligible for the waiver and haven’t paid the fee, and it would take a court order to rectify the register. (That is assuming their names have been entered into the register - if not, it’s a different situation.)

The names were entered into the register in breach of the articles, of course, but that doesn’t change the statutory position that these people are members.

Associate members
Anyone who applied to be an associate member, is ineligible for the waiver, and has not paid “the appropriate fee”, is not an associate member, even if they’ve been entered into the register of associate members.

This is because the contract of associate membership is set out in the articles, and the requirement to pay “the appropriate fee” is a condition precedent.

The 30-day time-out doesn’t arise, either, because time starts to run only from “receipt of the appropriate fee in cleared funds”. The appropriate fee was not received.

Further on Members:
(assuming ineligible names have actually been entered into the register)

The Board is in breach of its duties for allowing ineligible names to be registered (no fierce criticism there, just the legal position). A quick and easy solution would be to invite the AGM to ratify this error: Companies Act s. 239 gives the procedure.

Hope this is helpful.

Edward

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Thanks for the transparency and the work that is being done to address the situation!

I have a question on the failed verification of membership requirements: So far, the issue has been discussed only in the context of the requirements for active contributor memberships (42 mapping days in the past year). However, we also have prerequisites for becoming a member at all (21 mapping days ever, account age 3 months, with the board able to grant special exceptions). Are these prerequisites currently verified by an automatic process, and if so, is this process also affected by the issue?

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I pointed this out to @eteb3 on matrix/irc the fee waiver scheme does not apply to “normal” members so this is not a concern in the current situation.
This is actually not correct, see below

The fee waiver scheme Annual General Meetings/2019/Suggested AoA Changes revised - OpenStreetMap Foundation delegates the exact terms on which the fee may be waived to the discretion of the board (note that fee waiver implies that the fee doesn’t actually have to be paid), so theres a lot of leeway that can be used there, -if- there is actually a real problem at hand.

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I missed that, thanks for repeating it here.

Is there somewhere other than archives of resolutions where the membership system (which seems to me quite complex) is set out in one place, or is that something I could usefully write up for the wiki?

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Membership - OpenStreetMap Foundation is quite good and there is a link to more details on individual membership.

I would note that there is language on that page that would indicate that the fee waiver can apply for normal membership which is weird as the resolution in 2019 was clear about this being for associate membership. In any case on the application form you can’t select anything but associate membership.

The associate membership is at least partially my fault, but at the time it seemed to be a good way to get out of the quagmire the public register of members posed from a privacy pov, and I believe that still to be true today.

When the OSMF eventually moves out of the UK, membership in the new organisation, where ever, will hopefully be structured a bit simpler.

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The 2019 decision which introduced the fee waiver initially only applied to associate membership, but the 2020 AGM expanded the fee waiver to normal membership: “Amend OSMF Fee Schedule to allow Active Contributor Awardees to receive (regular) OSMF membership, rather than just associate membership”, passed with 92.2%.

However, it indeed appears to be the case that the signup form still hasn’t been updated to reflect this change. (Nor, apparently, the 2022 introduction of membership prerequisites?)

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Hi Arnalie,

When you give the update, could you clarify whether ‘normal members’ are affected, or only ‘associate members’? As you probably know, if some names have been entered into the register of members (that’s ‘normal members’) in error, they cannot be removed except by court order. (Or by expulsion under Article 18, but to me it seems a stretch to say the conduct of such members interferes with the objects of the Foundation.)

For the longer term, it would be useful to know how MWG / the Board determines the moment at which an applicant becomes an associate member: what is the trigger to flip the binary from NOT to IS?

And maybe you could give the MWG view on what precisely the issue is: because the Articles require payment of a fee to qualify for membership, I’ve read it to be that the membership itself is in question. But maybe the question is whether there is any fee to pay (in order to be eligible to vote), now that membership has been granted.

Thanks (and for dealing with it generally)

Edward

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Hi Edward, since the Active Contributor Form has not been updated to reflect the 2020 AGM vote (as cited by @tordanik), the affected memberships in Issue 2 are all Associate members and all fees are waived.

Becoming an associate or normal member is up to the discretion of the person who is applying to become a member (except for Active Contributor Membership where the form defaults to Associate); however, they can request to be changed to a Normal member anytime (usual case is when an associate member decide to run for Board as only normal member is eligible to be a candidate).

My personal opinion is that the issue shall be viewed under acceptance of memberships (12-16 of AoA) than an issue of terminating/expulsion of memberships (17-21 of AoA). Anyways, I am not an expert on this so I appreciate you sharing your knowledge on this :slight_smile:

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Update on Issue 2:

Upon consultation with LWG and discussion with the Board, we agreed to follow LWG’s recommendation (more details in the replies):

In summary:

  • Affected member sign up’s are members, their memberships are not in dispute, just their fees are in dispute.
  • those who did not qualify for the mapping days are considered to have their membership in arrears.
    — They will be given 3 options: 1) fulfill the mapping days requirement or provide details on their other active contributions or 2) pay the membership fee or 3) ask us to terminate their membership
    — Those who fulfill option 1 or 2 BEFORE 12 October will be eligible to vote

Next steps:

  1. MWG to generate list to check mapping contributions as of 15 August
  2. Dorothea and I will work on comms notfiication for the affected memberships

Thank you for your support and feedback!

=Arnalie
Board liason for MWG

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More details

Members are supposed to pay when they sign-up, unless the board otherwise provides (AoA$25 “Unless the board otherwise provides, fees shall be payable in advance.”). Active contributor membership applications are essentially membership applications where the membership fee is waived, if the applicants prove they have enough mapping or non-mapping contributions.

In this situation, due to the CiviCRM error, the board provided to community members who signed-up via the active contributor program (for mapping contributions) essentially with a delay in the date that their fees have to be paid. The memberships are not in dispute, just the fees are in dispute.

Affected memberships which did not have 42 mapping days in the past 365 days at the time of sign-up will be considered as “in arrears”/“unpaid” . Those members will be asked to prove eligibility for waiving the membership fee, either by mapping or proving other contributions, or by paying. They also will have an option to cancel their memberships.

Members can pay their in arrears membership up to 1 week before the AGM to be eligible to vote in the current election.

Else, if people do not do any of the above, their membership is still considered in arrears. They won’t be eligible to vote in the 2024 board election, and their membership will expire 1 year after the sign-up date.

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Quick clarification if possible - looks like ‘provided’ is missing its direct object. What was provided, please?

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Just asking out of curiosity: Pay the amount due is not an option?

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Yes it is. It got accidentally lost in the summary. Arnalie does mention it in the detailed explanation:

So you can also pay the usual 15GBP membership to change your membership status from “in arrears” to “active”.

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forgot to include this so the text is updated.

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