23rd - 24th March 2017 - Toulouse, France - meeting minutes

  1. Welcome and introductions
    1. MDA - Welcome everyone.
  2. Approval of agenda
    1. MDA - Anything to add to the agenda? No? Ok.
  3. Declaration of delegates
    1. {The list of delegates, proxies and other participants is at the foot of these minutes}.
    2. JT - MDA has a proxy from WQ.
    3. JT - LLG has a proxy from PB, for the second day of the meeting.
    4. JT - 4 members are represented for day 1 and 5 members are represented for day 2, so the meeting is quorate.
  4. Approval of previous minutes
    1. MDA - Nothing to add to the previous minutes? Ok.
  5. Outstanding actions
    1. PR - Running through the Action Tracker, in reverse order:
      • 2016-07: MDA – Establish a Risk Register for the OpenWIS Association AISBL.
        1. MDA - This is still to do.
        2. PR - Shall I do an initial draft Risk Register?
        3. MDA - Yes please.
        4. Action 2016-07 CLOSED.
      • 2016-02: JT/SC - agree smart metrics for each goal by June SC.
        1. JT - Apologies for not holding the meeting last June and so not dealing with this action. We just covered this very well at the SC meeting and we will review the goals and metrics at the next SC, so we can close this action.
        2. Action 2016-02 CLOSED.
      • 2016-01: WQ/PR - draft a process for separating PMC/TC tasks into appropriate meetings.
        1. WQ - Is this done?
        2. JT - Although the TC continues to act as OpenWIS-Core PMC, there is still confusion there; as we looked at the FMI project we concluded that some things aren’t clear. So, who approves the work plan of the OpenWIS-Core project? It’s the PMC, not the TC; we need to clarify those roles.
        3. MDA - I agree. The SC was focused on the Core software.
        4. JT - Yes, so let’s put this on the agenda for the SC in 3 months.
        5. WQ - Ok, we discussed in Seoul, but it is clearer now what the PMC does, so let’s review the role of the TC.
        6. MDA - So, in Finland, we’ll have TC, SC, Board. That’s ok right now because it’s all the same people. But shall we add a PMC to the agenda?
        7. JT - Yes, let’s clearly state that the PMC is half the week, or 2 days, with sessions for other small projects. Ok?
        8. MDA - Yes, let’s vote.
        9. RESOLUTION-BM-2017-01: Vote: 5-0 in favour – Divide up the agenda for future annual meetings, into PMC for each project then TC/SC/Board.
  6. OpenWIS Association Membership
    1. MDA - I have nothing to add to what I said during the SC meeting {SC item 8}.
    2. JT - Do we have a timetable for the inclusion of CMA?
      1. MDA - No. They will come to MF to work with OpenWIS; they are working towards second half of 2017. The options are 1) They like it and join; 2) They think they can do better themselves.
      2. JT - They could be invited to join the PMC, or invited to the TC and SC in Finland.
      3. MDA - That is similar to the approach we took with ECMWF, but we were sure ECMWF would join.
      4. JT - We could, as the Board, agree to invite them nearer the time.
      5. MDA - I will raise that.
      6. LLG - What do they use?
      7. MDA - They have their own home-grown system; they don’t know whether they want to develop something new or not.
      8. MDA - Currently you are having a TC WebEx monthly?
      9. WQ - Yes.
      10. MDA - And that TC is OpenWIS-Core software, so it should be renamed to the PMC and you have a specific TC when needed?
      11. WQ - Yes.
      12. JT - And they have scrum meetings twice a week; that’s working well.
  7. OpenWIS Association Partners
    1. Status update - designation of current Partners
      1. MDA - There are no changes to the current partners.
    2. Approval of new Partners recommended by the SC
      1. JT - So last year, the Board approved the partnership with ECMWF. We discussed the progress at the SC and there are a few issues to escalate to the Board.
      2. RGr - Yes, the ECMWF Associate Partner Agreement has come back with some comments from their lawyer Gregor. MR has also made some comments, but it’s all legalise, so some discussion is required before I can take this forward.
      3. RGr - Regarding clause 12.2.4:
        1. RGr - If we keep twice then the Association has to pay more.
        2. MR - Yes, I think Gregor is trying to reduce ECMWF liabilities. We should point out that it’s only the Association’s liability that is affected by this clause.
        3. RGr - So, we rewrite 12.2.4, or we accept one-time.
        4. MR - That would mean we pay no compensation.
        5. MDA - So go for one-time; it’s in the interests of the Association.
        6. MR - Ok.
      4. RGr - Regarding confidential information:
        1. MDA - We reject Gregor’s suggestion and accept the document as it is; if it’s confidential then you must mark it.
        2. MR - It is not requiring you to label it CONFIDENTIAL, but to treat the information as confidential, if it has been declared to be confidential, directly or indirectly.
        3. RGr - Ok, done.
      5. RGr - Regarding Appendix B:
        1. JT - Just add the Kanban link to Appendix B - here; that is the work plan.
        2. RGr - Ok, done.
      6. RGr - Regarding 4.4: We accept that? Ok, done.
      7. RGr - Accept 4.5? Ok, done.
      8. RGr - Accept 4.6? Ok, done.
      9. RGr - Regarding 9.1, VAT:
        1. RGr - We’re not sure if contributions are bound to incur VAT in Belgium.
        2. MR - We think not; EE says the Association is not registered for tax. But, if someone declares that tax is due, we can ask for extra.
        3. RGr - In addition, we know that ECMWF are not bound to pay VAT.
        4. MR - Yes, but it doesn’t make a difference; the clause says if applicable.
        5. RGr - ECMWF are always very careful about VAT.
        6. MR - They have accepted this clause with other agreements, but it doesn’t hurt to take it out.
        7. RGr - I said I would check with the Belgian tax expert. If NO, we’ll remove; if YES we will need to rephrase.
      10. RGr - Regarding 9.2:
        1. RGr - We know they want to pay on an annual basis, so why not say that here?
        2. MDA - Ok, yes, make that change.
        3. MR - Put: The Associate has chosen to pay on an annual basis.
        4. RGr - Ok, done.
        5. MR - And: The Association shall invoice on this basis.
        6. RGr - Ok, done.
      11. JT - Just referring back to 4.5:
        1. JT - We’re proposing to amend the Internal Rules, to say in Rule 5, that: A partner may terminate their contract at any time, subject to 3 months notice.
      12. RGr - Regarding 19.1:
        1. MR - It doesn’t need to change because Agreement is a defined term that includes the Internal Rules; leave it as it is.
        2. MDA - Ok.
        3. RGr - I added a comment: see definition and interpretation.
      13. RGr - Regarding 22.2:
        1. MR - The Act in Belgium suggests mediation before court. Arbitration can be done anywhere; can arbitrate on Belgian law in the UK, if they want.
        2. RGr - So keep the initial text and reject 22.3?
        3. MR - That’s a different issue. He’s meaning they are not subject to the jurisdiction of any courts; but that clause only refers to emergency injunctions. So, leave it as it is.
      14. JT - So, one more round of dialog with Gregor?
      15. RGr - So I will send it to MR and MR can send it to Gregor; you now have the feedback from the Board.
      16. JT - Make it clear that you are acting for the Association rather than the UKMO.
      17. RGr - Ok, send it back to me and I will send it to Gregor.
      18. MDA - Ok, but we need to confirm what he is objecting to.
      19. MR - We should try to explain why we think it is acceptable and in-line with the ECMWF convention.
      20. JT - So we need to speak to Gregor.
      21. SD - Re 9.1: what if they change their mind?
        1. MDA - They won’t; it relates to their Copernicus contract.
        2. SD - Ok.
      22. RGr - So I will send to you, MR. You accept/reject changes and send back to me. Then a WebEx with Gregor?
        1. MR - Ok.
        2. {Covered by the previously agreed action at the SC: Action-SC-2017-07 Finalise the ECMWF agreement}
    3. Fees, subscriptions and contributions to become strategic or associate partner
      1. MDA - We have a big gap, €200k versus €10k, between Strategic and Associate partner; maybe we have something in between?
      2. JT - When I look at the €200k, I recall it was based on having one project. I now question the value of putting €200k into the bank account when we can only use it for Association wide things.
      3. MDA - Not sure we said that.
      4. JT - So, if a Strategic partner puts €200k of effort in-kind in, does that count? The Association funds are for umbrella activities, not project activities.
      5. WQ - No, it’s the contribution to the Association. If they come in with a particular project then that helps that project, but you also need money to run the Association. Maybe they could contribute some lesser amount and the rest as in-kind.
      6. MDA - To clarify: if the Association believe it’s important to start a new project, the Association would be ready to put money in to start the project or get a skill we don’t have. The money is also to get the project through the incubation phase.
      7. JT - I like that clarification. So, to playback: we could use Association funds in incubation to get the project to the mature stage, if necessary.
      8. MDA - Yes, they can request funds.
      9. JT - So then the SC will make a recommendation and the Board will decide whether to approve.
      10. MDA - So, if a joining member wants to put some of its joining fee into incubating a new project, the SC can make a recommendation.
      11. JT - In principle. We want a resolution.
      12. WQ - Should we qualify that it is subject to sufficient funds?
      13. MDA/JT - Yes.
      14. WQ - We agree that Association funds can be used for project incubation?
      15. LLG - There should be some limitation. The first priority is to fund the running of the Association.
      16. MDA - Yes, if you have a new member who wants to support a project, you will have this door open.
      17. JT - Let’s imagine that only 2 of the 7 members want to participate in the new project, then how would we feel about collective funds being used for one project? The answer is that the SC debate and vote and recommend to the Board. So, there are enough checks and balances to ensure we don’t spend other peoples’ money.
      18. WQ - Why restrict to incubation? It’s possible you may need funds in any phase of a project. Just say it’s on SC/Board approval, on a case-by-case basis.
      19. MDA - For me the beginning is when they need to invest. Ok, maybe they are almost finished and lack something?
      20. WQ - So don’t be specific about when the project needs the money.
      21. JT - We could say: for example, when a project needs money for incubation.
      22. MDA - Ok, shall we vote?
      23. RESOLUTION-BM-2017-02: Vote: 5-0 - in favour - Internal Rule change on funding projects.
      24. MDA - We will review this discussion again, next time.
  8. Election of Managing Directors in August 2017
    1. MDA - According to the articles and rules, we have to elect Managing Directors in August this year (2017).
    2. MDA - I propose that we do that in the July meeting. I ask current members of the Board when we will ask for nominations, now, or 1 month before the July meeting?
    3. ALL - Don’t mind.
    4. MDA - In that case we will call for nominations one month before the July meeting.
  9. Reports and recommendations from the SC
    1. Review of strategic programme and work plan(s)
      1. JT - We will consider the work plan in July, after we see the outcome of the related TC/SC actions.
      2. JT – Medium term goals (3 years) - no recommendations today - work in progress with the SC.
    2. Establishment of new Projects
      1. JT - None.
    3. Formation of subsidiary bodies
      1. JT - None.
  10. Annual accounts from 2016 (Treasurer)
    1. EE (Treasurer) presented via WebEx: Board Meeting - Financial Matters; slide 2 to slide 4, incorporating the Statement of Accounts.
      1. RGr - We have to publish the accounts for 2015 as well.
      2. EE - Yes. And the accounts have to be in French.
      3. RGr - Ok, the tax expert can translate.
      4. MDA - Please go through the document.
      5. {EE went through the Statement of Accounts and slide 4, line by line.}
      6. EE - Are there any other costs?
      7. MDA/JT - No.
      8. EE - So the balance sheet is at the bottom of the Statement of Accounts.
      9. RGr - So for 2016, the fine is zero for the Association. We paid it from the MF budget. We had to declare tax and were charged €200 by Vincent. There will be a fine for 2017 as well.
      10. JT - So what are you suggesting we should amend?
      11. MDA - Remove €200 for liability.
      12. EE - No, we recognise it as an accrual but add it to the member contribution.
      13. RGr - The expense occurred in 2016, so it is accrued.
      14. EE - Yes; it’s when the activity happened.
      15. EE - Any further questions?
      16. MDA - Anyone around the table? Ok, none. So, shall we vote to approve the accounts?
      17. RESOLUTION-BM-2017-03: Vote: 4-0 in favour – Statement of Accounts is Approved.
    2. MDA - Status of OpenWIS Association bank account
      1. MDA - So we discussed the bank account during the SC.
      2. JT - Do we want to vote on giving up on ING?
      3. MDA - Right now give up on ING? I have spent a lot of time working with this guy in ING. I had to provide information from KMA and passport information. I sent that 2 weeks ago but I have not received feedback. It seems the bank account was created in January 2016, but was not activated because some information was missing. But we didn’t know and if there is no transaction within 9 months, the account is automatically closed. The information that the account had closed went to IRM; I don’t know if some information went missing.
      4. JT - If you could find out how long this is going to take…
      5. MDA - They don’t know, it goes through an agent.
      6. JT - If we haven’t resolved this by July then we can’t vote to drop ING.
      7. MDA - I will contact them tomorrow.
      8. JT - Let’s give it one month and if there is no contact, we vote by correspondence to do something else.
      9. RESOLUTION-BM-2017-04: Vote: 4-0 in favour – ING have one month to contact us before we vote on an alternative approach to set up of a bank account in Belgium.
  11. Approval of budget for 2017
    1. Review of budget recommended by SC (SC Chair)
      1. JT - So we all went through the budget items for the current year (2017) at the SC meeting {see SC section 16.3} and EE has listed some of them here: Board Meeting - Financial Matters; slide 5.
      2. JT - The SC recommendation is that we provision €10,000 for 2017.
      3. JT - Last year we approved a reserve of €10,000 and I say we do so again.
      4. MDA - Yes, so let’s vote.
      5. RESOLUTION-BM-2017-05: Vote: 4-0 in favour – Budget proposal of €10,000 is approved.
    2. Approval of amount of reserve fund (see Rule R10.7)
      1. MDA - And again for the reserve.
      2. RESOLUTION-BM-2017-06: Vote: 4-0 in favour – Budget reserve of €10,000 is approved.
  12. Approval of fees, subscriptions and contributions for 2017
    1. MDA - We can continue with what we have. There will be a new rule on in-kind contributions. I propose we keep the current level of fees and subscriptions.
    2. JT - Are we also voting to accept the rule change in principle?
    3. MDA - Yes.
    4. RESOLUTION-BM-2017-07: Vote: 4-0 in favour – Fees, subscriptions and contributions remain at 2016 values. Also, the rule change to cover in-kind contributions is approved in principle.
  13. Approval of changes to Internal Rules (see Rule A12.17)
    1. Financial controls for the OpenWIS Association
      1. MDA – Do we need the help of a professional company in Belgium to ensure we comply with the Belgian accounting and tax rules?
        1. RGr - So, last year when we discovered that we have to declare taxes on the Belgian website, we thought that would be difficult for us. Vincent Corbeel did it for us at a cost of €200. We discussed having something on a regular basis and discovered some other declarations we have to do.
        2. RGr - Vincent sent a costed proposal last week; the Annual fee would be €850 + VAT, to cover the tax declaration and the submission of accounts to Bank Nationale. This doesn’t include fees to the Bank Nationale. If we have a contract with him then we can get help when we need it.
        3. JT - So we pay a retainer?
        4. MDA - The path to Bank Nationale: do we need that?
        5. EE - It might be filed with the Commercial Court, but we need to do something.
        6. RGr - Vincent said we had to declare at Bank Nationale, not less than 30 days after the Association approves the annual accounts. He said we can establish these accounts based on the EE documents and will need the passports of the directors. He said we will need to declare the 2015 accounts too, so I will send the EE docs to him.
        7. MDA - Any other comments? It’s a pity we have to spend money on these things.
        8. MDA - Ok, we’ll vote.
        9. RESOLUTION-BM-2017-08: Vote: 4-0 in favour – Retain Vincent Corbeel for the submission of accounts and tax returns.
      2. EE suggested rule change: to be added to the Financial Rules Supplement
        1. Support to meet Belgian Requirements (suggest adding after ‘Taxation’ section) It is recommended that the association engages with specialist support to ensure all legal, taxation and filing requirements are met. Costs need to be included in the budget to cover this.
      3. EE suggested rule change: to be added to the Financial Rules Supplement
        1. Benefit in Kind received by the Association (suggest adding after ‘Staff Costs’ section) As part of the operation of the association, the partners contribute effort to the furthering and support of the aims of the association. This can be in the form of external spend with other suppliers or use of internal resources of the partners (e.g. staff time) to achieve this. This is an in kind transaction of the association and as such to the extent that this is measurable, the association should record this in their accounts as an in kind transaction. For Income & Expenditure Statement purposes in the annual accounts, this is represented as a received income and a matching expense in the year. In order to fulfil this obligation, the partners are required to submit an annual return to the Treasurer confirming the amount of ‘in kind’ costs they have occurred. Partners should consider what information they need to retain in year to be able to do this and raise any queries with the Treasurer. Returns should be made on the provided benefits-in-kind template.
        2. JT - We have been trying to distinguish between costs that relate to projects and costs that relate to the running of the Association; do we need to distinguish on the returns?
        3. EE - I think the returns should cover everything, because a new partner joining gets the benefit of the projects and the Association.
        4. JT - So, because we’re creating IPR, we need to make a return.
        5. EE - This only matters with contributions-in-kind.
        6. JT - When we get contributors who are not members or partners, do we need to declare their contributions?
        7. EE - Are they large contributions?
        8. JT - Right now, they are zero. We can’t measure what time they put in, so I consider that unmeasurable. Does your text need to reflect that?
        9. EE - Ok, I’ll give it a go:
        10. JT - Should the text say members and partners?
        11. EE - Yes, it should be both.
        12. MDA - That wasn’t clear to me; you are considering in-kind contributions?
        13. JT - Yes, so European Dynamics contributions also need to be declared.
        14. JT - Are we content that the absence of a declaration of contributions means they are not measured?
        15. EE - Yes.
        16. MDA - So what we discussed about an Association partner that is not contributing the €10k will go in this section?
        17. JT - Yes.
        18. EE - I think that is covered without amending it.
        19. MDA - What are you doing with the documents on benefit-in-kind?
        20. EE - What does the Association want to do with this information?
        21. JT - Is in-kind included in the declarations for tax purposes?
        22. EE - Yes, it’s in the accounts.
        23. JT - So we had over €400k coming in and going out.
        24. MDA - Does it say who contributed?
        25. EE - It’s not broken down; that’s the €449,567. The breakdown is:
          • €320k: UKMO
          • €14k: MF
          • €1600: MFI
          • €27k: BoM
          • €6k: KMA
          • €54k: NWS
        26. JT - Ours is high because we bought-in effort.
        27. MDA - €300k and no v4 deliverable?
        28. JT - No; this covers all of SCISYS on v3.14 and AWS etc.
        29. RGr - So what have European Dynamics done on v4?
        30. JT - So we’re paying European Dynamics rather than using our own staff.
        31. KS - Ours is contract staff too - CS.
        32. EE - So do we want to put a value on our own internal staff cost?
        33. MDA - We only put the external cost.
        34. JT - It comes down to whether it is measurable. Do we, as a Board, want to measure this?
        35. EE - If it is measurable by one and not by another, then we still want it from those that can.
        36. MDA - We are talking about the Association and the projects?
        37. JT - Yes. Because we are creating an asset for the Association it needs to be included in the accounts.
        38. PR - To measure this in the UKMO, we would have to separate tasks in our finance system.
        39. RGr - So, DW has looked at v4/GeoNetworkv3, did we include that?
        40. EE - No.
        41. JT - So if DW did that again next year, would we include his time?
        42. MDA - We don’t have the timesheet information to do that. I can see a benefit in that, but it would be difficult.
        43. JT - So that makes it unmeasurable, so you don’t report it.
        44. EE - Correct.
        45. JT - We can’t either because we’re using a single cost-code. The accounting law says you account for what you can measure, so you’re ok.
        46. JT - So from our perspective, using a single cost-code, would you say we can’t either?
        47. EE - Yes; we didn’t this year.
        48. JT - Do MFI or KMA have anything to add?
        49. JT - Ok, so if you can measure it then you include it.
      4. MDA - Do you have anything else?
        1. EE - No thanks.
        2. MDA - Ok, thank you EE. So is everyone happy with the changes?
        3. RESOLUTION-BM-2017-09: Vote: 4-0 in favour – Apply rule changes to Financial Supplement.
        4. JT - So PR will make those changes on the website.
    2. Review of amendments recommended by SC (SC Chair)
      1. JT - As the SC we approved a small change that adds a partner contract termination clause, Rule 5.13.
        1. JT - This is pull request #146: amendment to TITLE 5 adding partner contract termination clause
        2. JT - As the Board, do we also now approve this change?
        3. RESOLUTION-BM-2017-10: Vote: 5-0 in favour – Add a partner contract termination clause.
        4. JT - OK, pull request #146 is merged.
      2. JT - AS the SC we updated Rule 6.3 to reflect our conversations on in-kind contributions:
        1. Rule 6.3 [after table]: An Associate Partner may, by mutual consent with the Association, substitute an agreed in-kind contribution for the Annual Contribution fee of €10,000.
        2. JT - This is pull request #147: updated rule 6.3 to allow in-kind contributions by associate partners
        3. JT - As the Board, do we also now approve this change?
        4. RESOLUTION-BM-2017-11: Vote: 5-0 in favour – Update Rule 6.3 [after table]: An Associate Partner may, by mutual consent with the Association, substitute an agreed in-kind contribution for the Annual Contribution fee of €10,000.
        5. JT - OK, pull request #147 is merged.
  14. Management of Risks to the Association
    1. MDA - As discussed earlier, we will cover this in the July meeting.
  15. Any Other Business
    1. MDA - Any other business? Ok, none.
  16. Host of next meeting
    1. MDA - So we already know this will be next year in Finland, in April.
  17. Close
    1. MDA - Thank you for all the hard work. I have enjoyed the meeting and I like the work we are doing in this community. The meeting is closed.

Participants

  • MDA - Matteo Dell’Aqua, Meteo-France, France [MF], [delegate] (proxy for Weiqing Qu [BoM] for afternoon sessions), Chair
  • JT - Jeremy Tandy, Met Office, UK [UKMO], [delegate] (proxy for Mikko Visa [FMI]), Vice-chair
  • WQ - Weiqing Qu, Bureau of Meteorology, Australia [BoM], [delegate], (WebEx)
  • SD - Sungsoo Do, Korea Meteorological Administration, Republic of Korea [KMA], [delegate], (proxy for Si Ryong Lee [KMA])
  • LLG - Loic Le Gallou, Meteo-France International [MFI], [delegate], (proxy for Patrick Benichou [MFI])
  • KS - Kari Sheets, National Weather Service, United States of America [NWS]
  • RGr - Remy Giraud, Meteo-France, France [MF]
  • EE - Emma Edwards, Met Office, UK [UKMO], Treasurer (WebEx)
  • MR - Michael Robbins, Met Office, UK [UKMO], (WebEx)
  • PR - Paul Rogers, Met Office, UK [UKMO]