OSMF Local Chapter re-application - OSM Belgium

Foundation
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Hello OSMF members,

OpenStreetMap Belgium has recently registered as an organization and is now re-applying to become an official Local Chapter of the OpenStreetMap Foundation.

Background: OSM Belgium, under Open Knowledge Foundation Belgium, was an OSMF Local Chapter from May 2018 to September 2023.

As part of the application process, we are opening community discussion in case you have any questions, comments or concerns.

You can find all the information about this Local Chapter application on the OSMF website:

https://osmfoundation.org/wiki/Local_Chapters/Applications/Belgium/2

Due to the holiday season, the discussion is open for three weeks from now (20 Dec 2023) to 10 January 2024.

Looking forward to hearing your responses.

Arnalie
OpenStreetMap Foundation

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OSM Belgium has been very active and is a great contributor to the global OSM community. I support this application.

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The main problem I see with this application is that it boils down to a trust me, but why should we?

Particularly for a group that was banging its drum at every possible and impossible occasion the lack of information on what actually happened with the OKF is a glaring void.

The only thing we know (from the trade registry entries, yes I researched this long before this application came in) is that of a large number of directors left the organisation, leaving essentially OSM-BE in control. But the thing is, OSM-BE was in control, not somebody else. So while Joost & co might be the hapless victims left holding the bag, I would expect a lot more information on what transpired, potential legal (civil and criminal) and financial consequences for the former? current? (we don’t know) OKF directors that are involved in the new organisation. In particular any potential claims that could be made against the new organisation because of the “move” assuming that OKF will be dissolved, go bankrupt or whatever.

Then back to the “normal” stuff: at the time of the original application OSM-BE touted the virtues of being part of a larger organisation because financials (that’s a good laugh). In particular that it would allow them to not ask for a membership fee from individuals. I note that the new organisation wants to continue with this and rely solely on corporate membership and donations (aka Tomtom) to finance it. I don’t think this is particularly healthy and would suggest that a minimal fee should be required to enable the organisation remain afloat when being buddies fails again.

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Further question: who financed the incorporation? Given that all OSM-BE funds are locked up in the OKF (at least they should be), was it the directors or a third party?

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The application lists all the things we were asked for. The forms don’t ask for more details, so don’t blame us for not providing info that wasn’t asked yet. That said, I really don’t mind giving a little more background about the troubles over the last year or two.

First, OSM.be was never really in control of OKBE. Over the past year, there were four board members who regularly participated in OKBE Board meetings, of which two were OSM.be folks. The two of us did the majority of the work, that’s for sure, but the other two also did quite significant things - and one of the former board members also helped out a few times.

We had a bad year (2022), with issues with a large activity (Hack Your Future) burning out everyone who tried to touch it. It had become it’s own thing, with several employees working on just that. During that year, we also lost the two general OKBE employees. We decided that HYF should spin out, and they did in November 2022.

At the end of the year, we thought we were in the clear and ready for a new start. A lot of Board members left, and we even had a few new folks joining. However, the new board was left with two huge subsidy dossiers that should have been handled by HYF itself - which they didn’t. Dealing with those was pretty hard because of the painful breakup with HYF (it was hard to get info from them), combined with the loss of previous experience (everyone on the board who know about HYF was gone). Add to that the loss of the former treasurer and a few smaller setbacks.

The subsidy stuff was a pretty big issue: the HYF activity had been prefinanced by OKBE proper, knowing that subsidies were approved and just needed to be justified afterwards. This is normally routine, except that HYF did not do it themselves. For one of the dossiers, we missed some deadlines. We expected to at worst not receive any further payments. But instead of receiving another 30k, we would have to pay back almost 50k that had already been spent. That difference was enough for a potential bankruptcy.

Around that time, we sought legal advice on what daily management was still possible, and that all Activities tried to find a new home and OKBE was left largely as a rump organization. Our legal council advised to keep fighting for the subsidy dossier, just keep paying bills we had to, and thought there was significant evidence that the OSM.be money belonged to OSM.be and could be moved out. We knew it would take a while to set up OSM.be, so we found temporary refuge at OSgeo.be. This is also where we organised SotM EU from (it looks like that will turn out to be almost exactly breakeven).
EDIT: extra clarification; almost every payment we do for OSM.be is prefinanced from our personal account, then refunded as expenses. This also happened for the incorporation costs. That was about 100 euro for legal advice and another 160 euro for the incorporation itself.

Meanwhile, we tried to fix the issues regarding the subsidy dossier, and after a long time they gave us another chance to prove we did spend the money in the ways agreed. We did that, and have recently received the +/-30k we were still expecting, and obviously don’t have to pay back the 48k mentioned before. So now, OKBE has about 40k in the bank and we are not aware of any other outstanding issues. There’s two or three prospective new Board members who want to revive the core OKBE activities (Open Summer of Code and the Open Belgium conference). So in the end… we could have just stayed with OKBE.

But we’re happy to go solo. As Simon so gracefully describes as “a good laugh”, we had several years of huge advantages of belonging to a large organization, but it all came crashing down. And in the end, Jonathan and I did more work to save OKBE than we would have ever had if we’d created our own NGO years ago.

That said, we see absolutely no need for a membership fee. It’s more admin for us, and more for our members. We ask for active participation from our members instead, which we think is a more important threshold.
We have about 12k in the bank, and have operational costs of maybe 10 euro’s per month (this will increase now that we are an NGO, but not by a crazy amount). So if our corporate members (yes, TomTom, but also local companies, the Flemish government, and MapBox) suddenly ALL stop supporting us, we have a decade or so to change the bylaws and start charging a membership fee. We haven’t gotten any corporate donations as far as we know, but we did have some small donations from members in the past, including from selling T-shirts. That’s also something we could focus on again if need be.

Again, happy to provide context and answer questions - but unhappy with the active distrust. It’s pretty clear you have a problem with us (or just with me?). It might improve the discussion if you directly address the specific things you think we do wrong, so we can discuss those directly.

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Thank you for the thorough explanation.
For what it’s worth: I do put trust in the governing body of OSM Belgium. These are all people who are very active withing OSM and are more than reasonable in discussions online.

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The questions asked by Simon are relevant and have also been discussed previously within the community. The people involved, especially Joost but not only Joost, have always provided transparancy and I’m happy to see Joost keeps putting effort in doing so. Furthermore, these people have put a huge amount of energy in making sure the Belgian community would not be harmed by the problems at OKF.be. Even to the contrary, as shown by the recent SotM.eu
I do regret the negative tone underlying the questions. As someone who followed all developments from a distance, I don’t understand where this is coming from. It shouldn’t be part of the evaluation of the application.

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Your narrative shows why it was important to ask the questions, because if “they gave us another chance to prove we did spend the money in the ways agreed” hadn’t ended in a good way (how should anybody know that if you don’t provide the information) OKN BE would likely be in receivership with you previously having moved assets out of the organisation to a separate organisation that you are a director of.

That statement would have belonged in an opening balance sheet for osm.be that should have been included with the application.

Microgrants anybody?

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The OSMF entrusts the local chapters with a lot of goodwill and control of the relevant intellectual property in the region it operates in. Naturally it is relevant to understand the legal situation of the chapter and if there might be claims against the chapter and/or its directors, and it very clearly should be part of the evaluation.

We all knew post the emergency loan from the OSMF to OSGeo (?) that something was going on, it is completely reasonable to expect slightly more than “… and there was financial insecurity.” in such a situation.

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At no point did I mean to imply any issue at all with the actual content of your questions.

There is a balance sheet included, which mentions 13.640,32 EUR. It’s a few months outdated, but it has not changed all that much.

Lots of things can be said about microgrants and my role in it. Perhaps you can link to something more specific?

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That document has historic financial numbers from OKF BE. How should anybody know that that balance was transferred to the new organisation and is now on OSM BEs books?

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As I said: your questions are relevant in the evaluation of the application. The other part of my reply was about the negative undertone in your questions that should not be part of the evaluation process.

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That document has historic financial numbers from OKF BE.

No it doesn’t, that’s 100% the OSM.be part of the books. In fact I didn’t think of providing the numbers for OKBE itself. Would you like me to look those up as well?

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That’s a misunderstanding I believe.

OSM BE is a new entity with its own accounting and its own funds, the historic information as an activity inside OKF BE is interesting to gauge if the new organisation is sustainable but those are not OSM BE (the new entity) numbers. I would expect you to have some kind of opening balance sheet per day of the incorporation which is the starting point for your accounting going forward. That should contain any initial capital, if the OKF BE funds were transferred later, they will naturally not turn up there and we will first see them in your annual financials. How are you going to arrange your financial year? Short or long, and then the calendar year? Or simply one year from the incorporation date?

That you have 12kEuro of former OKF BE funds available in the 1st place is kind of mind boggling, but OK, I assume your counsel knows what they are doing.

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So we moved some money from OKBE to OsGeo and paid some costs for OSM.be from their account. The amount that is left is what will be the opening balance of OSM.be. We haven’t actually made any payments with OSM.be yet. There is no other source of initial capital than that amount.

The financial year ends at the end of 2024. New NGOs can “skip” the first fiscal year and include the first months of their existence in the balance of the first complete year.

If with the mind-bogglingy thing you mean: extracting the money from OKBE at a time when bankruptcy was a real option, yes, that is something we were worried about. But according to our counsel, OSM.be was separate enough for their resources to not be part of the whole. If you mean something else, please elaborate.

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So a long 1st year.

Yes.

There are many countries were not declaring that you are insolvent at that point (because you would have had to take a reserve over the amount that you potentially had to pay back) is already an offence. But what is more astounding is that the self dealing aspect of the transaction was OK.

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If I read this entry in the official journal correctly you are still a director of OKBE. In the UK you would have fiduciary responsibilities to that entity in law as a director.

As I understand it OSM-BE has not previously been a legally incorporated entity, so I’m at a bit of a loss as to how these monies can be legally separated from the financials of the parent OKBE, or even that OSM Belgium could be a creditor of OKBE. Of course there is a decent trail of income & expense under the OSM BE head up until July, so that this cash might morally belong to OSM BE is likely true, but under legal systems I’m familiar with it would not actually be theirs.

Did OSM-BE, as it existed prior to July 2023, have a separate bank account?

I’m surprised that transferring such funds to another entity, and later to a third without a proper legal paper trail hasn’t excited comment by banks at the very least. Charities & Not-for-profits have a tough time in the UK because banks are reluctant to offer services to relatively low value customers who generate significant compliance issues.

I’m sure I’ve missed something, but it does look very complex. It also highlights that local chapters as part of a parent organisation may need explicit guarantees about their own self-generated funds from the parent body. This may be something for LCCWG to look at for the future (note I see no mention of OSM Belgium in minutes for this year, and it is still listed as a local chapter).

I think where incorporation is a relatively small cost in a given jurisdiction it makes sense for the local chapter to have a separate legal existence from a parent entity, even if it as a 100% subsidiary (although nested not-for-profits may be difficult). Alternatively, agreed management fees could be paid to the parent (such as the 5% OSM-BE paid to OKBE) for services.

The whole episode needs to be taken on board in terms of how local chapters are managed; the old idea is that you create rules to help manage things when they go wrong. The current agreement template allows chapters to be subsidiaries of other organisations, but otherwise does not set out any explicit terms in this situation.

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I believe given that the information that has come to light clearly illustrates that where there is smoke there is fire and my suspicions were completely justified. My lack of positivity comes from the fact OSM.BE obviously assumed that this would be just waved through without questions asked. And as you can see from previous comments that is exactly what would have happened.

As it stands now I believe that it is not possible to accept OSM BE as a local chapter without an independent/uninvolved OKF BE board (that is without any OSM-BE involved directors) and its members providing assurance that they are happy with the outcome and them (not OSM-BE) transferring the funds in a suitable fashion.

In my original posting I pointed out that maybe Joost & co might simply be hapless victims, the answers from Joost show that they were at least victims of the circumstances and avoided the worst outcome with a lot of effort. Which makes it even more important that the ties with OKF-BE are severed cleanly and to not have a cloud of uncertainty hanging over the organisation.

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It has always been the understanding within OKBE that some money belongs to the parent and some to the Activities. The Activities are “de facto corporations” which do have some rights in Belgium. The idea is that there is an agreement between OKBE and the Activity, where OKBE offers some services in exchange for 5% of the income of the Activity. Knowing what I know now, I would have definitely pushed for Activities to have their own bank account. Not being a lawyer, I can’t say much more about the finer legal points.

I don’t see what proper legal trail would be missing. There are Board decision documents explaining the logic.

Regarding the “lessons learned”. I think the things that went wrong in OKBE can happen in any organisation, even in an organisation focused on just OSM. In hindsight, we should have put more watersheds between the Activities and the main organisation. I think that it should be a default question for subgroups: how safe are you against problems in the parent organisation. OTOH, I don’t think all the Local Chapters that are an organisation doing more than just OSM have an OSM entity at all. So perhaps it’s more a matter of “if you have a separate income from the main organisation, how secure is that against main organisation troubles”. I’d also like to point out that it was a bit of a “perfect storm” that hit OKBE. There were some bad choices (waiting too long to spin out HYF) that were compounded by bad luck (employees and board members leaving). In a somewhat larger organisation, there would likely be more “organisational memory” to better handle a crisis like this.

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Sure things can go wrong (and I’ve seen a lot happen in my life, particularly with non-profits), and maybe that is more likely to happen when an organisation is not just OSM focused, I doubt it though.

If the local community thinks that it is best served by an organisation that isn’t just OSM focused (FOSSGIS, Wikimedia Italia, OSGeo Oceania come to mind), then I’m completely OK with that. But it has to be clear that the LC floats and sinks with that organisation and not have complex illusions of being separate.

If you want independence, then incorporate as a separate organisation.