OpenWIS Board Meeting (Extraordinary) 2017 July

20th July 2017 - WebEx

Welcome and introductions
1. MDA - Welcome everyone.
Approval of agenda
1. MDA - Any changes or additions?
2. MDA - None, ok, agenda approved.
Declaration of Representatives
1. MDA - Neither Patrick or Loic can join us today, so there is no Representative from MFI. Patrick has sent an email with some points for the agenda:
  Here is a very short contribution to the meeting (with respect to agenda items)
  - 5.3 Internal rules on funding projects
    - MFI agrees with the principle of funding pilot projects if limited to 10k€ or so individually
  - 6.2 & 6.3 Approval of new partners
    - MFI ok with IMD as Strategic Member
    - It would be relevant and welcome to have a sentence incorporated in the OpenWIS formal letter stating the role of MFI (funder and Strat. member) as potential player/integrator for implementing WIS Projects (i.e. with more commitment than the minimum assistance that can be provided by the consortium)
  - 7 Elections
    - MFI ok with all 3 nominations
2. MDA - I am the Representative for MF.
3. JT - I am the Representative for UKMO.
4. WQ - I am the Representative for BoM.
5. SD - I am the Representative for KMA, here on behalf of Si Ryong Lee. I sent an email earlier.
Approval of previous minutes
1. MDA - Any comments on the previous meeting minutes?
2. MDA - Ok, so the minutes are approved.
Outstanding actions
1. Full list of Board Meeting actions
  1. PR - There is a short list of actions outstanding, but we only need to cover 2 of them at today’s meeting.
2. Action-BM-2017-03 Draft Risk Register for Association
  1. PR - So if you click on the action and go through to GitHub, you can see the proposal on defining a risk register for the Association. Please all have a look after the meeting and send any feedback through the GitHub issue itself or to me by email.
  2. PR - Then, if you are also on the SC, please do Action-SC-2017-20 Risks to the Association: send me some suggestions for Risks to the Association (not projects), so that I can collate them and compile the Risk Register.
3. Action-BM-2017-04 Internal Rule change on funding projects
  1. JT - I have incorporated the rule change as discussed at the meeting in March. Please see Added new Rule 12.8 about requesting financial support for Projects
  2. MDA - PB added a caveat in his email:
    - 5.3 Internal rules on funding projects
      
      MFI agrees with the principle of funding pilot projects if limited to 10k€ or so individually
  3. MDA - I think that PB caveat must be to do with Remy’s proposal.
  4. JT - I agree: the Rule change requires funding approval by the Board, so imposing an arbitrary limit doesn’t make sense. Unless PB is suggesting the Managing Directors can agree up to €10k. I tried to find in the Rules a statement about delegated authority of €10k fot Managing Directors. Do you remember us discussing that?
  5. MDA - I do not recall that.
  6. JT - Ok. Anyway, getting Board approval can just be an email.
  7. MDA - Yes, that is correct.
  8. JT - I propose that we do not have a €10k limit.
  9. MDA - I agree with that, it was not my intention to limit to €10k; we may choose to limit some at the time. PB mentions pilot projects, so he must have been thinking about WIS 2 projects. I will double check with him tomorrow, but we can vote on it today.
  10. JT - Of course, PB could introduce a €10k limit Rule change if he really wanted to.
  11. MDA - Yes. The Rule you are mentioning is for full projects too, not just pilot projects. Ok, let’s vote.
  12. RESOLUTION-BM-2017-11: Vote: 4-0 in favour, MFI abstained – Rule change in pull request #279 is approved.
  13. JT - Does a vote on a Rule change have to be a unanimous decision? I’m looking through the articles… Rule 13 says that Rules may be changed by decision of the Board - with 4 delegates I assume we are quorate.
  14. WQ - Do we have a default?
  15. JT - Unless it specifically says it must be unanimous then a majority is ok.
  16. JT - Did you say it has to be unanimous?
  17. JT - No, some decisions must be unanimous, for example membership of the Board, but in this case it just says: by decision of the Board.
  18. MDA - We should have that in the articles somewhere.
  19. WQ - Yes, Article 12.11:
    
    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
  20. JT - So 4/5 > 3/4: resolution carried.
  21. JT - So PR Action-BM-2017-07 Merge PR#279 New Rule 12.8 into the website and include Board discussion on PB comments in the pull request comments.
OpenWIS Association Membership
1. Approval of new Partners
  1. ECMWF (European Centre for Medium Range Weather Forecasting)
    1. MDA - Regarding ECMWF, there is still the problem with tax and we have made no progress. RGr contacted the Belgian lawyer, but at this stage we have no clear answer from them; not even how much they would charge to investigate.
    2. MDA - By default, ECMWF does not pay tax; their lawyer did a proposal for us to sign.
    3. MDA - I think we have 2 options:
      1. Push to find a lawyer to explain the status of the Association and then get back to ECMWF.
      2. Modify the text in the agreement to allow ECMWF to be a member without paying taxes.
    4. RGr - Regarding Option 2, there are really 2 aspects to it:
      1. The status of ECMWF with respect to VAT.
      2. The status of the OpenWIS Association with respect to VAT.
    5. RGr - We know ECMWF is not subject to VAT, but we are not sure it is legal to assume that there is no VAT to pay. During a conference call with the Belgian lawyers, 3 possibilities were discussed. Which applies depends on what we think the status of the Association is; if we are wrong we may do something illegal.
    6. JT - I vote we don’t do illegal.
    7. MDA - The last proposal we had from ECMWF; they want us to sign as soon as possible. The agreement prepared by Michael Robbins and the ECMWF lawyer is all sorted except for this VAT issue. We agreed at our last meeting that we would organise a teleconference with Michael and ECMWF; we did but the outcome was that we need legal advice from Belgium.
    8. RGr - There is another way: ECMWF wants to avoid VAT and pay only €10k; so the VAT problem is not an ECMWF problem, it is an Association problem. We could change the wording of the agreement so VAT comes out of the pocket of the Association, if it becomes due.
    9. JT - I’m content with that. ECMWF pay €10k and they join; we sort out the VAT.
    10. WQ - How much VAT?
    11. PR - 20%
    12. WQ - So worst case we get €8k.
    13. MDA - ECMWF is a special case, so this is a good approach. But, we will have the same problem with IMD. We need a better understanding of the status of the Association regarding VAT.
    14. JT - So there is an action to validate the VAT status of the Association.
    15. RGr - No, we’re saying we will accept the €2k risk for ECMWF.
    16. MDA - It’s €2k each year.
    17. JT - We’re not making any statement about future years.
    18. MDA - We need a clear agreement with ECMWF so we either take the €10k and cover the VAT risk ourselves, or we wait until we get a clear understanding.
    19. JT - In the Internal Rules, Title 6, it says that we can change the fees every year. So, the ECMWF contract must say the fees can change.
    20. RGr - That makes sense. We have to avoid sentences that mention VAT because we’re not sure the convention extends to a Belgian AISBL.
    21. JT - So we cover the risk for this year. If we find out fees are taxable then we change the rules and/or the price.
    22. MDA - Yes, Association will maybe pay VAT; ECMWF will not.
    23. WQ - If there is VAT, Association pay it; we’re not worried about 20%, are we?
    24. MDA - If we have to pay VAT then we increase the fees to €12k. Others may not have an issue with VAT.
    25. JT - So the fee is inclusive of VAT.
    26. MDA - But then ECMWF will ask for a discount!
    27. RGr - We can attach a letter they gave us to clarify what will happen: the special situation with the VAT. So as per the ECMWF regulations, but not saying €10k is €12k.
    28. MDA - Ok, go back to the ECMWF lawyer: Action-BM-2017-08 Discuss new proposals with ECMWF Legal
    29. JT - But this year, we’re happy to take the risk?
    30. MDA - Yes, the agreement must be signed.
    31. JT - We might raise the fees for partnership.
    32. MDA - We are having difficulty getting a statement from our Belgian lawyers about what they will do for us. So not clear we’ll get a quick answer from them quickly, so we may have to try other ways to solve the tax problem.
    33. JT - Have we tried RMI?
    34. RGr - No, we’ve tried MF. We can try RMI as well as keep trying with the Belgian lawyers:
      - RGr - Action-BM-2017-09 Ask RMI for advice on VAT
      - RGr - Action-BM-2017-10 Try VAT status enquiry with our Belgian lawyers
  2. IMD (India Met Department)
    1. MDA - I have received an official letter from IMD requesting to join as a Strategic Partner. We need to vote on this first, but then we would need to prepare an agreement, for the first time since the formation of the Association. Are there any questions? I sent the email from IMD round, did everyone see that?
    2. WQ - Yes.
    3. Yes. I welcome new blood as Strategic Partners. I expect it will take a while for them to contribute, but we’ve improved our processes, so they should speed up quicker than if they had joined 2 years ago.
    4. MDA - MFI worked with them for a while; they have skills but I’m not sure they will contribute. They mainly want the software to fulfil their GISC function. They use Corobor, but that’s not performing properly. When I discussed this with an IMD Director at CBS they wanted help from us. But, maybe they want to work on WIS 2.
    5. RGr - So instead of paying €1m to get a GISC installation they expect to pay €200k and get the same result.
    6. MDA - I explained that is not the role of the Association. But they think they will get all the support they need. There is the comment from PB: MFI will be able to help them:
      It would be relevant and welcome to have a sentence incorporated in the OpenWIS formal letter stating the role of MFI (funder and Strat. member) as potential player/integrator for implementing WIS Projects (i.e. with more commitment than the minimum assistance that can be provided by the consortium)
    7. RGr - We were in touch with NWS when they joined and it took them 18 months to understand that they hadn’t bought support. So make that clear to IMD: chargeable support is available from MFI, not for free.
    8. MDA - The letter from IMD does not ask for support. With NWS we sent 2 people to Washington for a week to help them.
    9. RGr - NWS wrote an email saying: we paid €200k so you have to help us.
    10. WQ - Yes, make it clear.
    11. MDA - I already mentioned that maybe I am wrong and they want to participate.
    12. JT - In the correspondence with IMD, point to Rule 10.1, that says the Association is not obliged to support the software.
    13. MDA - They mentioned IMD intends to become part of the Association and get new version of software. But we can make it clear that limited support is available from the Association.
    14. WQ - They could just take the open source software and get support from MFI.
    15. MDA - They want to be more visible in WMO.
    16. JT - So we welcome them and point out that clause.
    17. MDA - Any other comments?
    18. JT - Do we have a timeline?
    19. MDA - Could Michael Robbins prepare a document for us? How long do you think Michael would need to prepare a document?
    20. PR - I don’t know, but I can probably get an answer to those questions from Michael within a week.
      - Action-BM-2017-11 Discuss IMD partnership agreement with MR
    21. MDA - Ok, I could say to IMD that we had the Board meeting and they will receive a document to sign soon.
    22. WQ - Do you think there is a good time for IMD to join?
    23. MDA - I have no idea. Currently we are not lacking money. Additional funds could be useful to work on WIS 2. We still have the problem with the bank account. Currently the money is still managed by MFI and we may have to pay a large amount of tax when we move the money; so it may be better if IMD pay after we move the account.
    24. RGr - It will take some time to get the agreement signed, more than a few weeks, and we can’t accept the €200k before that. I would write a letter saying that the Board said ‘yes’, and mention Rule 10, then get the agreement drafted. Tell them the legal process will take some time.
    25. JT - That seems sensible.
    26. MDA - I will send the letter but it may give them the wrong impression.
    27. RGr - Say: no support, but that agreement will come in due course; Association is an open source organisation, support is based on best endeavours etc.
    28. WQ - So, we are saying the Board is welcoming them, has approved the application for membership and will now prepare a legal agreement as a Strategic Partner.
    29. MDA - Ok, let’s vote.
    30. RESOLUTION-BM-2017-12: Vote: 5-0 in favour – IMD application for Strategic Partnership is approved.
    31. MDA - I will draft the letter within the next week, before I go on holiday:
      - Action-BM-2017-12 Draft response letter to IMD
    32. MDA - What about the request from MFI regarding the help they offer?
    33. JT - I’m content; point them to Rule 10.2 and say that MFI is available to provide that support.
  3. Any others.
    1. MDA - Discussions continue with MSC (Met Service Canada) on Associate Partnership.
    2. MDA - Discussions at an early stage with CMA (China Met Administration). I want to understand why they are interested in joining.
Election of Managing Directors
1. MDA - Where are the details of the nominees?
2. PR - On GitHub here: nominations. There was a single nomination for each post.
3. MDA - Ok, I’ll just look at the bio for the Treasurer.
4. JT - Stacey will be supported as needed by UKMO Finance.
5. MDA - Ok, any other nominations here today?
6. MDA - OK, none, so let us vote:
  1. Chairperson - 1 nomination - Matteo Dell’Aqua, Meteo-France.
    - RESOLUTION-BM-2017-13: Vote: 5-0 in favour – Matteo Dell’Aqua is elected Chairperson for a further term of 2 years.
  2. Vice-chairperson - 1 nomination - Jeremy Tandy, Met Office.
    - RESOLUTION-BM-2017-14: Vote: 5-0 in favour – Jeremy Tandy is elected Vice-chairperson for a further term of 2 years.
  3. Treasurer - 1 nomination - Stacey Squires, Met Office.
    - RESOLUTION-BM-2017-15: Vote: 5-0 in favour – Stacey Squires is elected Treasurer for an initial term of 2 years.
Reports and recommendations from the SC
1. Proposal for WIS 2.0 pilot projects from RGr.
2. JT - So, to summarise the discussion about the OpenWIS work plan at the SC meeting a month ago:
  1. We decided to put OpenWIS Core into maintenance mode,
  2. We decided to focus on WIS 2.0,
  3. And that we would do 3 or 4 pilot projects over the next 12 months,
  4. From the User perspective rather than the technical perspective.
  5. We had discussions at the SC about whether pilot projects need technical consistency,
  6. And we decided that was a TC decision.
3. JT - What we are asking the Board to do today is approve this work plan for OpenWIS Core and the WIS 2.0 pilots.
4. JT - In addition, RGr has made a proposal about funding the WIS 2.0 pilots, for the Board to consider.
5. RGr - Ok, so you can see the proposal in the link. At the moment, we want to focus on something the User can see and touch, rather than a shared platform, so it will be mock-ups, not part of the OpenWIS v5 that we may develop in a few years. The idea is that the Board sets a global fund and delegates the decision on which pilots to support to the SC; the work to be done by the TC. Say a fund of €100k or less (not more), to do 2, 3 or 4 pilot projects over the next 6 months; ready for the WMO CBS Technical Conference in March 2018.
6. JT - Ok, thanks Remy; any questions for Remy?
7. WQ - None from me.
8. SD - None.
9. JT - In principle, the procedure where we solicit ideas and get the SC to review them works for me.
10. JT - If we allocate cash to these pilots, how does it get spent? In UKMO we’ve allocated UKMO and ED resources, so we’re already committed to in-kind contributions over the next year and my expectation is that other partners would do the same; we’re just spending cash with ED to get round our own internal resource constraints - ED are a proxy for UKMO resources. So how would the funds from the Association be used? Where would the cash go - spend it with ED?
11. MDA - At this stage my understanding was that the SC was proposing this because there are no funds available for WIS 2 prototypes, but if our own funds and resources are available there is no need to use the Association funds. MF will also provide its own manpower etc.
12. WQ - BoM will also contribute manpower. I thought ED could use the funds.
13. JT - So, we have a contract with ED… PR, would you explain what we’re doing under the ED contract?
14. PR - We only use ED on OpenWIS Association activities. We were doing OpenWIS v3 maintenance and work on OpenWIS v4 then v5. Now that the strategy of the Association has changed, I expect to allocate work to ED on OpenWIS v3 maintenance as needed, plus whatever WIS 2.0 pilot work the SC/TC agrees for the work plan.
15. JT - I suggest we submit a funding request if we decide we need more cash for ED; but right now we move the pilots forward with the resources we have.
16. MDA - Ok, so if we discover in 6 months we need money to do a pilot.
17. JT - RGr?
18. RGr - That makes sense, but I don’t agree. I think UKMO, with SciSys and ED, have made tremendous efforts in helping the Association. But, my idea was to make efforts from other places in the Association. So, say KMA have an idea, we would run that pilot project. If we continue as now, I’m not sure we will get new ideas.
19. MDA - That doesn’t conflict with what JT says.
20. JT - So if we propose pilots and decide we already have the manpower then we use that first.
21. JT - Do we specify a €100k limit?
22. MDA - Do you mean €10k?
23. RGr - It was €100k if you assume €25k per pilot.
24. JT - Given that each funding request goes to the Board, the arbitrary limit isn’t necessary.
25. RGr - My idea was to create some momentum, without waiting for approval from the Board; we are aiming for early next year.
26. JT - It could be just an email.
27. WQ - Should we agree on a maximum we want to spend on pilot projects?
28. JT - The proposal from RGr was €25k each for 3 to 4 pilot projects.
29. WQ - Is that true?
30. RGr - It was €20k to €25k for 3 to 4 pilot projects - so minimum €60k to maximum €100k. We could agree that envelope then delegate to the SC.
31. JT - So we’re using the extra funding to accelerate pilot projects.
32. RGr - Yes, so if LM has an idea, he could get the money and one or two people to work on it.
33. MDA - I’m not sure the process is mature enough to implement it. How would the Association pay the money or the member send a bill? At the end, we have a budget, the Board will decide what criteria to use to judge spend.
34. WQ - ED seems to be the only way you could spend the money quickly; there would be a huge overhead to spin up a new partner.
35. MDA - The UKMO has the ED contract, so they can ask ED to work on any idea. I still have a question: if the UKMO doesn’t have the money, would the Association be able to fund the work of ED?
36. JT - So UKMO pay ED and then bill the Association. PR, could you look into that with the Treasurer and UKMO Finance?
37. PR - Ok. Action-BM-2017-13 Check that UKMO could bill the Assoc for work
38. MDA - We would not be able to do that in MF. I’m not sure we would be able to bill the Association without there being a small competition.
39. RGr - There may be a couple of issues, the method we can use, and the practicalities. At the moment the money is with MFI. They can spend what they like, as a private company.
40. WQ - Yes, a private company can.
41. RGr - If MFI works with a local French company, for example, they can.
42. WQ - So MDA is asking: how can the Association pay someone? We can because we are like a private company.
43. RGr - So if we go back to working with ED, the Association would pay ED directly.
44. MDA - I understand the problem, but our understanding is not mature enough to decide today. JT/RGr, would you please think more about how we would initiate such a project? I need to better understand who I would give the €25k to.
45. RGr - Can we work on the pilot ideas even if we cannot say we have Board funding yet?
46. JT - I agree. We approve the work plan today. But the action is to figure out the mechanics of how the financial support would work.
47. JT/RGr - Action-BM-2017-14 Define the mechanisms/rules for financial support of projects
48. JT - So each proposal would be eligible for Association funding.
49. WQ - I agree with that. But, up until now, my understanding has been that the pilot work is towards OpenWIS v5; if it isn’t, then is €100k too expensive?
50. JT - The money has to move us in the direction of OpenWIS v5, but, it might be a learning experience, so we’re not building OpenWIS v5 now.
51. RGr - Because we would require too much coordination between pilots to do that.
52. WQ - I hope we have OpenWIS v5 in mind when we do these PoCs.
53. JT - Yes, we’re looking for TC oversight to ensure we get value for money.
54. RGr - One important element of the proposal was having some freedom: they may not be components of OpenWIS v5 because that would constrain the ideas. We want to differentiate between the technical and functional aspects.
55. WQ - I am concerned that PoCs don’t just ignore OpenWIS v5.
56. MDA - Ok, we continue the discussion next time.
Review of budget for 2017 (in consequence of agenda item 8 above)
1. Review of budget
  1. Current (2017) budget is €10,000.
  2. MDA - For now, we will keep it as it is.
2. Review of reserve fund
  1. Current (2017) reserve fund is €10,000.
  2. MDA - And keep this the same.
Financial Administration
1. Status of OpenWIS Association bank account
  1. MDA - There has been no result from ING.
  2. MDA - There has been no help from the Belgian lawyers.
  3. MDA - I hope the new Treasurer can help.
  4. JT - The UKMO Treasurer offered that if MFI have a problem holding the money then could hold the money in a UKMO Euro account, on an interim basis. PR, would you follow that up with the Treasurers of the Association and UKMO?
  5. PR - Ok. Action-BM-2017-15 Treasurer: how might UKMO might help with bank account status?
2. Status of OpenWIS Association with respect to VAT
  - discussed earlier in the meeting at agenda item 6.
Any Other Business
1. Nil.
Date of next meeting
1. To be confirmed.
Close
1. MDA - meeting closed.