Can you ellaborate on why exactly “independent/uninvolved OKF BE board”?
What do you mean specifically with “its members providing assurance that they are happy with the outcome”. How do you see this concrete assurance?
An OKF BE board without Joost and Jonathan. To be clear the main problem I have is that in the current constellation it is for all practical purposes it is Joost and Jonathan (OKF BE) doing business with Joost and Jonathan (OSM BE). I’m not going to delve in to Belgium corporate law to find out if that is legal for directors there, but the relevant point is that we want future OKF BE boards without Joost and Jonathan to be happy with the split off of OSM BE and not feel short changed and potentially start legal action against OSM BE.
I don’t see why I need to be prescriptive here as there are a range of things that would likely work, but for example an OKF BE board decision and a document making that binding in some form on the organisation. There’s no absolute protection against later claims obviously but at least we’ve then covered our bases a bit.
Just adding a couple of links for people, like me, who don’t scan the OSMF board meeting minutes:
- Loan to ‘OSM Belgium’ for SotM-EU 2023.
From what @joost_schouppe says this was actually to OSGeo Belgium. - Termination of local chapter status for OKBE, also ‘OSM Belgium’.
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There has already been a special general assembly in which the decision was ratified by the membership. The payment was to OsGeo btw, which we do not control. We have also considered staying with OsGeo, but after the traumatic separation we preferred to have our own thing.
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.
Again, there’s nothing wrong with the nature of your questions. There is something wrong with the sauce of distaste that goes over them. You blow more smoke with the cryptic “microgrants anybody” statement, on which you refuse to elaborate.
And where exactly is the fire here? We made a decision after legal council, to which zero objections have been raised by the membership and that is entirely in line with the philosophy of the umbrella organisation? Or that we didn’t go screaming of the rooftops that “hey, you know, at some point we made a decision after legal council that in a worst case scenario might have been revisited but we already know the worst case scenario didn’t happen”?
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You could have easily outlined all of what you have written previously and that in a paragraph or two and submitted it with the application instead of forcing us to extract every little bit of information out of you. That would have amounted to a complete application and in no way would have been shouting anything from the rooftops and significantly reduced the drama.
Are minutes of that general assembly available (IMHO they should be included in the application)?
First of all, let’s use the correct terms here: bestuurder/administrateur, and rather not english equivalents which are perhaps not 100% the same. It only leads to confusion.
Second, I see absolutly no legal reason why one couldn’t be bestuurder/administrateur in two VZW/ASBL’s. In fact, it’s quite common.
And lastly, I ask you to think honestly: would you make the same demands of other local chapters? If yes, then please try to formulate your demand in a universally applicable way. I tried, but it’s in fact very difficult.
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You need to be prescriptive because you make quite big demands. You write “I believe that it is not possible to accept OSM BE as a local chapter without …”. The local chapter would need to do a lot of paperwork to meet your demands.
Nobody even remotely suggested that you can’t be in two or more “whatever”, the point is about transactions between such organisations and the responsible common “administrators” having fiduciary obligations to both.
At least outside of Belgium that is considered problematic and wise people will try to avoid such situations. Due to the nature of such things, such acts tend to be discovered after the fact when they do happen and regularly end up with courts being involved. No need for me to ask anything special from any other LC, just normal good business practices.
Well it seems as if it already exists so likely no effort at all.
But I would point out that other LC applicants have at times gone through a lot of grilling and produced extensive documentation when required. But I see that I’m waging a pointless battle against the Belgium free pass so do what you want.
A few different people have acknowledged the importance of your questions. However, that doesn’t mean we come to the same conclusion as you, that it would not be possible to accept OSM BE as a local chapter.
Also, a few different people have complained about your rhetoric mixing valid concerns with strong emotions and vague accusations. By doing that, people cannot know whether your conclusion that OSM BE cannot be a local chapter is based on facts or emotions. That could make your battle pointless, nothing else.
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I just asked for more documentation because, as is, the application is IMHO incomplete, assuming that eventually it would be forthcoming and then the application could be accepted. Just like other concerns with other LCs have been addressed many times before.
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If you feel that “is there anything in the recent history of your local chapter that in a very unlikely scenario could come back to bite you” should be a question in a local chapter application, than you should make the suggestion to the OSMF to include such a question.
IMHO, you haven’t had a hard time extracting information out of me. You asked a question, I gave a very complete answer. That prompted some more questions, on which I elaborated.
Official meeting minutes aren’t traditionally public information in Belgium NGOs. OKBE has never made them public AFAIK. (that has always been something that annoyed us; in the new OSM.be bylaws we stipulate that all minutes are published publicly online). What I should have mentioned already though, is that that Special General Assembly was kind of a bust. We sent a very detailed agenda to the membership, including the departure of several activities (and their assets and possible debts), but nobody actually showed up. I wasn’t able to join myself, so I’d have to dig into things to get the details straight, but it could well be that it wasn’t actually a valid General Assembly at all. However our main purpose was not making decisions that require a vote, but rather inform the the membership and give them a chance to raise issues. Again, after legal counsel, it was decided that the lack of interest from the members (again, these are the OKBE proper members, not the OSM.be members) was sufficient proof that they were not in disagreement with our actions.
If the Board wants a copy of that agenda, I’ll ask the OKBE Board if that’s OK.
I think this paints a pretty clear picture of a dieing organisation (lost the employees, the board members, the activities, the members). You can’t imagine our surprise that after the crisis passed, there were actually some new volunteers to try and turn it around. The last thing they are interested in, is revisiting what happened in the past. They’re just happy with the newly stablised base - which still has significant resources and a well known name - they can start building on.
Goes without saying that most of the people who guided it through the storm are burned out enough to be happy to hand it over to new folks. And aren’t exactly thrilled to live through the whole experience again here.
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Has the OSMF Board seen all this legal advice?
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I was not going to reply to any of this but I do want to say that the work done by Joost on this has been absolutely exemplary and under very difficult circumstances.
He (and one other) have taken their responsibilities as board members of both OKBe and OSM Belgium and then some. They have made sure OKBe still exists, have safeguarded the (limited) OSM Belgium assets at same time and helped make sure we had a SOTM-eu we could all attend.
On top of that replying here to questions and being scrutinized like this and taking it gracefully is above and beyond!
I really cannot fathom what else could possibly be expected from someone to make you happy Simon. Also, I understand some of the concerns around all that has happened but since when did all this become part of the local chapter application?
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The Board does these consultations for a reason. I did explicitly let Arnalie know that if they like such a reconfirmation from OKBE that they’re still happy to see OSM.be go, that I can work on that.
I literally pointed out above what would have/would made/make me happy; a short paragraph or two on what happend and how you got from, A to B. Which given the extraordinary events of this summer is really not to much to ask. If the information had been provided up front I doubt that anybody would have bothered to ask for further details in the 1st place.
Trying to make it look as an over the top demand, instead of what we would have expected from every single other non-entitled LC candidate, is exactlly the reason for my issues with OSM BE. I didn’t gloss over the events and pretend nothing happened, you, collectively, did, nobody else.
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@SimonPoole, you are calling into doubt the trustworthiness of the OSM BE leadership, but it’s not clear to me if you mean to imply either bad faith or incompetence, since it could easily mean either. Which is it? I think the next step in this debate would depend on this.
I’ve been meaning to read through this thread, and my initial reaction is to agree wholeheartedly with Allan’s sentiment:
There’s no question that the Belgium local chapter has been quite active and contributes a great deal of value globally (and, I presume, within the country).
Yet reading through this thread, I have to admit I’m thoroughly confused and endorse Simon’s fundamental request (minus the snarky bits and cross-examination, which I reserve for non-serious threads that deserve it) for:
I think if the board of OSM US – an organization with paid staff, corporate donors, and a non-trivial budget – were to suddenly announce that we were forming a new organization called OSM America and were applying for local chapter status, there would quite rightly be a bunch of questions about just what the heck is going on here. The dialogue in this thread doesn’t really answer that for me, and I like to think that I’m not completely incompetent in my ability to summarize a discussion thread.
What I’ve been able to piece together so far is something? like this:
- OSM Belgium (OSM BE) used to be a part of Open Knowledge Forum Belgium (OKF BE), and that parent organization was registered as a local chapter.
- There were problems (?) with this arrangement that were detrimental to OSM BE
- There was significant overlap between the membership of the boards of directors of OKF BE and OS BE
- To solve these problems, the two organizations wish to separate but with the same people at the helm of both groups
Given this line of thinking, I’m curious but don’t particularly care about what disagreements or palace intrigue caused the desire to split, other than perhaps as lessons learned for other local chapters that we can all benefit from.
However, if OKF BE is still registered as a local chapter in Belgium, and they are involved in…whatever this is…then I think it’s fair to ask for some kind of official statement from their board which concurs with this new arrangement and whether they are also voluntarily abandoning their local chapter status in favor of OSM BE – or will there now be two local chapters in Belgium? That alone would go a long way towards convincing me that this is just a no-impact paper reorganization. Is the new arrangement mutually desired or are we looking at a messy divorce?
From a more practical matter, presumably OKF BE / OSM BE in their current arrangement has assets and employees and some set of program and activities that serve the OSM community in that country. If I were sitting on the OSMF board considering this application, the number one thing I would want to know is that their interests are appropriately looked after. Will the new OSM BE have all the same resources (people, money, etc) they currently have under their present parent organization? There is some discussion above about bank accounts and transferring money so I think then answer is yes, but these are pretty important corporate governance concerns that I think the OSMF board should have clear answers to before giving their endorsement.
To be clear, I don’t think anyone is acting in bad faith here, and as a local chapter board member myself, I wholeheartedly embrace the struggles of volunteerism. However, I do have to agree that given the unusual nature of this application that asking for additional information seems quite fair game. If this has exposed a gap in the local chapter application process that needs to be corrected, then that’s something the OSMF board should consider addressing.
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I don’t believe being trustworthy or not is relevant in this context. I just invoked a “trust me” in my original posting as a figure of speech because the application was missing any relevant information on the events discussed at all.
The people formally running a local chapter can change at the drop of a hat and typically only the members of the LC will have a say in that. The due-dilligence process is there to assure that the organisation is set up in a way that structurally member control is guaranteed, it is able to sustain its operations, and that there are no known or knowable skeletons in the closet that would endanger that.
The later has mostly not been a thing because the applicants have had a straightforward history, and, contrary to the Belgium application, nobody has, figuratively spoken, just gone missing in their neighbourhood.
@SK53 posted two links to relevant OSMF board minutes here OSMF Local Chapter re-application - OSM Belgium - #23 by SK53 These are the last things that were communicated before the application.
As I pointed out I wasn’t out for a cross examination here, and as you can see for yourself if I had wanted to make Joosts life miserable there’s a lot more there, but I’m writing that down to general chaos trying to save SOTM-EU.