OpenWIS Annual Meeting 2016

10th - 11th March 2016 - Seoul, Republic of Korea - meeting minutes

Welcome and introductions
1. Matteo Dell’Acqua welcomed everyone to the meeting.
Approval of agenda
1. JT - Do we want to start the Board meeting on Thursday evening to allow Emma to present items (8), the Annual Accounts, (11.1), proposals for amending the Internal Rules for improved financial controls, and (9.2), setting a reserve amount for the budget?
2. JT - I think you are aware that Emma Edwards will be taking maternity leave during this FY; how do you want to cover this period? Is temporary cover sufficient, or do you want to formally change the Treasurer? Either way, we should cover this in AOB (12.1). If we do decide to re-elect a Treasurer, then we should call for nominations, noting that written notice to the Board is required (“Any Managing Director may resign his or her office prior to the expiry of his or her term by giving written notice to the Board. […]”; Article A12.8) and that “[…] the Treasurer shall be appointed by a simple majority of the Representatives present and voting.” (Article A12.6)
3. MDA – I would like to add a board discussion about getting a better understanding about where we want to go regarding extension of the projects – please add to AOB (added at item 12.3).
Agreement of working practices
1. The working practices were agreed.
Declaration of proxy (see Article A12.15)
1. Voting members:
  - Matteo Dell’Acqua [MDA], Meteo France, France [MF], Chair
  - Jeremy Tandy [JT], Met Office, UK [UKMO]
  - Weiqing Qu [WQ], Bureau of Meteorology, Australia, acting proxy for [BoM]
  - Remy Gibault [RGib], Meteo France International, France, acting proxy for [MFI]
  - Ihncheol Seong [IS], Korea Meteorological Administration, Republic of Korea [KMA]
OpenWIS Association Membership
1. MDA – There have been no requests for membership.
OpenWIS Association Partners
1. Status update - designation of current Partners
  1. MDA – As discussed at the SC, I have tried to get new partners. So far, only ECMWF are interested, but they have not yet signed the documents – it’s a work in progress.
2. Approval of new Partners recommended by the SC
  1. JT – The SC recommended ECMWF, subject to completion of the relevant documents. Shall we vote on that recommendation?
  2. RESOLUTION-AM-2016-01: Vote: 5-0 in favour – ECMWF membership is Approved.
  3. JT – And no further written requests for membership have been received by the SC chair.
Reports and recommendations from the SC
1. Review of strategic programme and work plan(s)
  1. JT – The SC recommended the following work plan for the next year:
    1. OpenWIS Core version 3.14 - release imminent (March/April 2016);
    2. OpenWIS Core version 4.1 – release around June 2016;
    3. A stable OpenWIS Core version 4.2 – release in March 2017
  2. JT – The SC have also recommended 9 medium term (3 year) goals - we will need to firm up timescales and work packages:
    1. Stabilise OpenWIS software to a supportable version with good test coverage
    2. Delivery of OpenWIS quality software that meets needs of operational WIS Centres
    3. Make OpenWIS software easily customisable for deployment at WIS centres
    4. OpenWIS software is being used to reach new communities
    5. Usability of the OpenWIS software is improved
    6. OpenWIS software helps metadata authors produce ‘better’ metadata
    7. Search algorithms in OpenWIS software favourably rank ‘quality’ metadata
    8. Establish readiness of the OpenWIS Core software project for engagement with open source community
    9. Demonstrate that the OpenWIS Association provides a reusable collaboration framework
  3. ACTION-AM-2016-01: WQ/PR - draft a process for separating PMC/TC tasks into appropriate meetings.
  4. ACTION-AM-2016-02: JT/SC - agree smart metrics for each goal by June SC.
  5. RESOLUTION-AM-2016-02: Vote: 5-0 in favour – SC work plan Approved.
  6. MDA - It is the role of the SC to prioritise the programme, but I suggest the last item (9), is given some priority - just a comment.
2. Establishment of new Projects
  1. JT – The SC are not recommending any new projects right now. At a suitable time (within the next 12 months) BB/JT will submit a project charter for OpenCDMS, for consideration by the SC. SC will then assess the commitment implied by the scope of the work and decide whether to recommend. If they do recommend then the Board vote could be by correspondence.
3. Formation of subsidiary bodies
  1. None recommended at present. The SC has decided that the TC will act as PMC for OpenWIS Core.
Annual accounts from 2015 (Treasurer)
1. Emma Edwards (Treasurer) joined the meeting via WebEx.
2. See attachment OpenWIS Association Accounts 2015, which was tabled electronically at the meeting.
3. EE – These accounts relate to the period from the formation of the AISBL. There is no transfer of contribution, everything else is as in-kind. In later years there will be in-kind benefit (contributions) and in-kind expenses.
4. EE- So this year there is just the expenses for the attendance of LM to the Developer Conference.
5. JT - In future we will observe the rule that members cover their own travel & subsistence costs.
6. JT – The SC is running behind and we haven’t been through the budget, so what’s the summary?
7. EE- So we have a surplus this year. The statement of financial position just reflects the funds held by MF. Once we complete the new bank account set-up, they will be held there instead.
8. MDA - Currently we cannot approve the document as it is, because the income is not correct.
9. EE – I will update it and reissue the accounts for the meeting continuation tomorrow.
10. MDA - Do we need the treasurer present tomorrow?
11. EE - I will confirm by email that I approve the attached document/accounts.
12. MDA – Regarding the bank account - I went to ING to open the account but we also needed JT/EE in a face to face meeting with ING, because they wanted to ensure that they were dealing with bona fide representatives. Since then we have had no message from Brussels.
13. EE - Me neither. All the forms have been sent.
14. ACTION-AM-2016-03: MDA - Talk to ING contact on return to France.
15. MDA - We have a new version of the accounts from EE.
16. RGr - So MFI absorbed the cost of openwis.io.
17. RGb - Do we know when the bank transfer will occur?
18. MDA - No information on that, sorry.
19. MDA – Shall we vote to approve the statement of accounts?
20. RESOLUTION-AM-2016-03: Vote: 5-0 in favour – Statement of Accounts is Approved.
Approval of budget for 2016
1. Review of budget recommended by SC (SC Chair)
  1. JT – The SC recommended EUR20,000 budget provision for the year January 2016 to December 2016; see OpenWIS Association Budget 2016.
  2. RESOLUTION-AM-2016-04: Vote: 5-0 in favour – Annual budget for 2016 Approved.
2. Approval of amount of reserve fund (see Rule R10.7)
  1. MDA - EE do you know what we can put into the reserve fund?
  2. EE - No.
  3. JT - If we need more, do we come back to the board to request money from the reserve fund?
  4. MDA - 10.6 says that if we may run out of annual budget then we must set a reserve. Shall we say EUR10,000, that is, 50% of the budget provision?
  5. RESOLUTION-AM-2016-05: Vote: 5-0 in favour – Reserve fund of EUR10,000 is Approved.
Approval of fees, subscriptions and contributions for 2016
1. MDA - We discussed fees from Association partners and sponsorship but we are not changing anything at this time. In accordance with article 10.3 the fees remain the same as last year.
Approval of changes to Internal Rules (see Rule A12.17)
1. Financial controls for the OpenWIS Association (Treasurer)
  1. EE – Please refer to attachment [ATT-AM-2016-2 OpenWIS Financial Management FINAL] which I provide as an annex to the Internal Rules around financial governance. The purpose of this document is to make sure we all understand how the financial matters of the Association work. It covers approvals and processing of payments, required authorisations, tax, setting budgets and Belgian Rules for filing accounts. Are there any questions?
  2. JT - I note that the board can sign-off EUR9,999.99 ie: just under EUR10k.
  3. JT – So, as treasurer, your role is to make sure we have financial concurrence against the budget? So invoices come in and you say, yes, that is within the budget?
  4. EE - Yes.
  5. MDA - Regarding the definition of Small and Large organisations - Small is say 2 employees and EUR20k revenue. Say we have a new Strategic Partner coming in, they will contribute EUR200,000. Is that not a problem, if we consider ourselves a Small entity?
  6. EE - Large requires two of the 3 criteria. We have no employees at all, so we don’t meet that criteria. Therefore our total annual income would have to exceed EUR312k and the balance sheet would have to exceed EUR1.25 million as well, to qualify as Large.
  7. MDA - Do you take into account the employees of the NMSs?
  8. EE – No, they are not employees of the Association.
  9. JT - On page 2 - payment authorisation - the diagram shows we need to check that costs are budgeted for - does that mean we send the invoices to you?
  10. EE - Usually you would seek financial approval ahead of entering into the transaction/agreement/contract.
  11. JT - There is no mention of an obligation to seek a quote before entering into a contract – is that correct?
  12. EE – It’s not written, but I would expect that to be the process followed normally.
  13. JT - So shall we write that into the rules?
  14. EE – Ok, that makes sense.
  15. ACTION-AM-2016-04: EE – Amend the Internal Rules annex to oblige the seeking of quote(s) or estimate(s) and sending them to the Treasurer prior to entering contractual arrangements.
  16. JT - Should we set a threshold value at which we get a quote, for example, to buy Amazon Web Services?
  17. EE – Probably not, if you’re always going to get a quote anyway.
  18. JT - So we’ll provide a quote or an estimate to you, to check that we are within budget before we commit to a transaction.
  19. EE – Yes and so that I am aware what is coming.
  20. WQ - So we don’t need to get 3 quotes? One quote is like getting no quotes.
  21. JT – That depends on what you’re buying, but it would be worth adding a rule to recommend due diligence when purchasing.
  22. ACTION-AM-2016-05: EE – Amend the Internal Rules annex to recommend due diligence when purchasing.
  23. JT – On page 3 it says that proposed budgets need to be circulated 30 days ahead of the board meeting. If we were to comply with that we would have to separate the SC and Board meeting by 30 days, because the budget recommendation is drafted at the SC.
  24. MDA - We also say in the articles that we hold the SC and Board meetings at the same time and same location, so that 30 days separation is impractical.
  25. JT - The articles say only the accounts need to be circulated 30 days ahead of the board meeting.
  26. ACTION-AM-2016-06: EE - Remove the 30 day rule about budgets from the Internal Rules annex.
  27. MDA/JT - We’ll await the EE amended document and approve it tomorrow. EE does not need to approve it because the Treasurer is not a board member.
  28. WQ - So this becomes an annex to the Internal Rules?
  29. JT - Yes.
  30. (the meeting was suspended for the evening and reconvened the following day)
  31. MDA – Since yesterday, EE has made the requested modifications to the Financial Management annex to the Internal Rules.
  32. JT – Which included requiring a quote or estimate prior to financial concurrence and sending that information to the Treasurer.
  33. JT – Are we content to accept these changes and this annex to the Internal Rules?
  34. RESOLUTION-AM-2016-06: Vote: 5-0 in favour – Changes to internal rules Approved.
2. Review of amendments recommended by SC (SC Chair)
  1. JT - The SC recommended clarifying the rules on Associate Partner eligibility to participate in the TC. I propose a vote on the clarification suggested by the SC, that ‘Associate Partners are eligible to be on the TC, subject to the qualifying criteria in article 14.2’.
  2. JT - The SC vote was 6-0 in favour with 1 abstention; 3/4 of the board must vote in favour to approve.
  3. RESOLUTION-AM-2016-07: Vote: 4-0 in favou-r with 1 abstention – Clarification of the Internal Rules on Associate Partner eligibility to participate in the TC is Approved.
  4. JT - Change rule 9.1 to say each project shall declare which OSI licence they use (as per JT doc - revision 1 of attachment 4 to the SC pack); 3/4 of the board needed to carry.
  5. RESOLUTION-AM-2016-08: Vote : 5-0 in favour – Rule 9.1 change is Approved.
  6. JT – Next is the recommendation regarding rule changes to help with the governance of multiple projects. It’s covered in attachment 6 revision 4 of the SC pack and the follow-on discussion under section 13.1 of the SC meeting.
  7. OL - Within the purpose of the organisation?
  8. MDA/JT – Yes.
  9. RESOLUTION-AM-2016-09: Vote: 5-0 in favour – Rule changes on governance of multiple projects are Approved.
  10. JT – The SC recommends an amendment to the Internal Rules to say that, for SC-Chair and SC-Vice-Chair, ‘the default tenure is 2 years and that re-election is routine unless others want to stand’.
  11. RESOLUTION-AM-2016-10: Vote: 5-0 in favour – Rule changes on default tenure are Approved.
Any Other Business
1. Cover for Treasurer during 2016/17
  1. EE – I will be on maternity leave from July 2016 for 6 to 12 months.
  2. MDA - So do we need cover?
  3. JT – I believe that EE is still the accountable person, but if the board approve delegation by EE to another qualified person (in the UKMO) then we are compliant. Are we content to do that?
  4. RESOLUTION-AM-2016-11: Vote: 5-0 in favour – Delegation by EE to another qualified person in UKMO is Approved.
  5. EE – Ok, I will notify you who the delegate is, once that is clear.
2. Risks to the Association
  1. JT – I suggest that the board chairman tracks risks to the Association by keeping a risk register and adding IP risks to that.
  2. ACTION-AM-2016-07: MDA – Establish a Risk Register for the OpenWIS Association AISBL.
3. Extra funding - sponsorship - what level of funding are we after?
  1. JT – The current burn rate is EUR20k per year and we are not intending to employ anybody, so funding doesn’t appear to be an urgent problem.
  2. OL - Growth of the company doesn’t guarantee greatness and we have to make each project we bring in a success. We have to have a good core product.
  3. MDA - I agree; it is not the number of projects but the number of successful projects that counts.
  4. WQ - There are several safeguards against us taking on irrelevant projects.
4. Date of next meeting
  1. JT – The next meeting will be in about a year, with teleconferences in-between if required, to consider actions of the SC.
  2. MDA - So the next meeting will be in Toulouse.

Notes (provided with the agenda)

I assume that there is no desire to amend the Articles of Association? (Article A20.1 refers) - see that amendments to Internal Rules are covered in item (11).
For item (5) ‘OpenWIS Association Membership’ we should look at [recommendations from the SC for] Admission of new Members (see Article A6; “Requires unanimous decision of the Board that the corporate purpose of the candidate Member should be compatible with the purpose of the Organization”). I am assuming that you have not received any written notification from Members indicating their intent to resign? (see Article A7; “Requires notification in writing to be made to the Chairperson of the Board at least six-months prior to 31-Dec”). Finally, any calls for exclusion of a Member (see Article A8 and Rules R4.11 and R4.12) could be covered in AOB (?) - but I’ve not heard of such concerns being raised. Either way, exclusion requires unanimous decision of the Representatives present.
For item (6) ‘OpenWIS Association Partnership’, Article A9.3 indicates that new Partners must be recommended to the Board by the SC
For item (8) ‘Annual accounts’ “The proper expenses of the Association include any costs associated with the achievement of its purpose (as set out in Article 2 of the Articles of Association), but do not include: (i) Costs of any staff employed by a Member or Partner (except for the OpenWIS Community Manager); (ii) Travel and subsistence costs incurred by a Member or Partner, or any member of staff employed by them (including the costs of attending meetings of the association); (iii) Costs of arranging or hosting meetings on he premises of any Member or Partner; or (iv) Costs associated with the operational use of the OpenWIS software by any Member or Partner.” (Rule R10.3).
For item (11) ‘Approval of changes to Internal Rules’, note that “New versions of these Internal Rules shall be provided to Members and Partners of the Association as soon as reasonably practicable after their adoption by the Board. New versions shall come into effect 30 days after their adoption.” (Rule R11.4).
For item (11.1) ‘Financial controls’ we should decide whether to amend Rule R10.3 (ii) which states that “[proper expenses of the Association do not include] Travel and subsistence costs incurred by a Member or Partner, or any member of staff employed by them (including the costs of attending meetings of the association)” - what about Technical Lead attendance at Developer Convention? In 2015, OpenWIS Association covered Leon’s T&S to attend the DevCon hosted by Met Office.

Notes regarding operation of Annual Meeting (from review of Articles of Association and Internal Rules):

(A12.3) “The Organization shall in each calendar year hold at least one Board Meeting (the “Annual Meeting”) […] and shall specify the meeting as such in the notices calling it.”
(A12.11) “Except where these Articles of Association expressly require any matter to be decided unanimously, or by a simple majority, motions raised at a Board Meeting shall be carried by a three-quarters majority. Each Member has one vote.”
(A12.15) “A Representative may represent up to one (1) other Member, besides the Member which appointed him or her, at a Board Meeting. A written proxy, signed by the Member giving the proxy, shall be required for that purpose. The represented Member(s) shall then be considered as present.”
(A12.16) “A meeting of the Board shall be quorate if at least three-quarters of the Members are present. Representatives may be assisted by advisers at meetings of the Board.”
(A12.18) “Resolutions of the Annual Meeting […] shall be recorded in writing and be open to all Members for inspection.”
(R8.3) “[…] The notice [of calling an Annual Meeting, issued no later than 31-days prior to the date of the Annual Meeting] should also be accompanied by a provisional agenda. Should any Representative wish to add an item to the agenda, that Representative should inform the Chairperson of the Board […] at least three weeks before the Annual Meeting.”
(R8.8) “Documentation and information relating to items on an agenda [of a Board Meeting] shall be circulated amongst the Representatives or Delegates in advance of any meeting and should allow sufficient time to allow the Members and Partners an opportunity to consider them. In accordance with Article 15.2 of the Articles of Association, the Annual Accounts must be communicated to Members not less than 30 days before the Annual Meeting.”

Participants

Matteo Dell’Acqua [MDA], Meteo France, France [MF], Chair
Jeremy Tandy [JT], Met Office, UK [UKMO]
Weiqing Qu [WQ], Bureau of Meteorology, Australia [BoM]
Remy Gibault [RGb], Meteo France International, France [MFI]
Remy Giraud [RGr], Meteo France, France [MF]
Paul Rogers [PR], Met Office, UK [UKMO]
Ihncheol Seong [IS], Korea Meteorological Administration, Republic of Korea [KMA]
Okki Lee [OL], Korea Meteorological Administration, Republic of Korea [KMA]
Hyekyoung Lee [HL], Korea Meteorological Administration, Republic of Korea [KMA]
Sungeun Park [SP], Korea Meteorological Administration, Republic of Korea [KMA]
Chung Shin Park [CSP], Korea Meteorological Administration, Republic of Korea [KMA]
Emma Edwards [EE], Met Office, UK [UKMO], Treasurer, (WebEx)

Apologies

Patrick Benichou [PB], Meteo France International, France [MFI]