Am 07.07.2011 15:48, schrieb Marc Zoss:
A couple of comment on my behalf on the Association process:
- I agree with datendelphin that we have been covering quite some
grounds without any association for the past years. However, I see the advantage of having some sort of formalisation by means of an association: Dealing with other parties, such as governments, companies or other organisations is considerably easier if you have the osm_ch formally behind you rather than to to it on your own, personal behalf. For our internal organisation I would wish that the association somewhat increases transparency as well as responsibility of current activities (even if our mailing-list will probably remain the main communication channel).
I fully agree, I would like to repeat what I said in an earlier mail: I think it's important to stress the point that we don't want to exclude non-members or in any form make it "mandatory" to be a member, but there are just some things that work better when you have a formal body available. Adding to what Marc wrote above, it at least gives us the possibility to disassociate the technical and creative work that goes in to providing services based on OSM data from the liability risks associated with running a public service.
In the discussion it was stated that the association might become a local chapter of the OSMF. I currently only see limited advantages, while it seems to be associated with quite some additional tasks (eg reporting) if I look at the proposed agreement between OSMF and the local chapter [1]. So becoming a local chapter wouldn't be too high on my priority list.
Essentially at -this- point in time I wouldn't expect too much from being a local chapter, it does give you rights to use the name and logo (making everything a bit more official) and does offer some turf protection.
Longer term I expect some kind of indirect membership in the OSMF for local chapter members, this hasn't been discussed at all, but if formal membership actually takes on in the OSM community, it will simply be necessary. That said, I didn't find the reporting requirements particularly burdensome, and as far as I know the requirements are still under discussion.
Therefore, I would support creating the association, but to keep it as lean as possible and the bylaws as flexible as possible.
On the bylaws:
Member exclusion procedure: I would opt to keep the para on the exclusion (no justification required) for the time being. In further stages we should think about a bit more elaborate, transparent (and fair) procedure. But I think this will be easier, once we have some experience. I don't think its appropriate to formulate some fancy exclusion procedures now, if we are not really aware of the problems and its context.
I would just like to remind the readers, that an member can appeal to the GA if he really doesn't want to except the expulsion.
Purpose:
- I agree with Simon, that the phrase on the type of activities
(non-/commercial/profit) does not clearly refer to the people, projects, etc. To my interpretation, it rather refers to the support and promotion. Why not just drop the second sentence?
- Simon suggests to drop the third sentence (The Association itself is
not profit-oriented.) since no association may be profit-oriented according to Swiss law. If becoming a OSMF local chapter will be an option it might be not a bad idea to keep the sentence in, since OSMF puts quite some emphasis on "non-profit" (whatever this means), see the preamble in [1]. Additionally, it might not hurt to keep it in, in order to indicate that we are not an industry association or something similar (as stated by Simon).
General assembly:
- Let's assume the AGM takes place within the first half of the year,
e.g. on 15 May. Does it make sense to approve a budget of the current year of which already more than four months have passed?
No :-), that's why I originally had 3 months in there but changed it to 6. I'm all for three, but it does mean some stress for whoever will be doing the administration.
The auditors:
- A check based upon random sampling is to be conducted. Shouldn't
this check be part of the financial report, and thus the bylaws should refer to it?
In Swiss associations it's typical for the auditors (except if you actually get to the level of having a formal audit) to be regular members and to present their report at the General Assembly (see General Assembly (c) . I would expect that the invitation to the GA would normally include at least a financial report and the new budget, but would be slightly reluctant to spell that out.
Liability:
- Reading the respective article [2] of the ZGB, it seems to me that
this section is not required at all.
I believe this is in there simply due to the endless confusion the pre-2005 regulations caused, which is still reflected in, probably thousands of, bylaws throughout the country. From a pure legal pov I would agree that it is not needed, however a lot of people looking at the bylaws might expect something to be explicitly stated.
Simon