Meeting Minutes – 24-Mar-2018


OSM Ireland Minutes

Date: 24th Mar 2018

Location: Tog

Attending: Brian Hollinshead, Dave Corley, Colin McAndrew, Donal Hunt, Bob Talent, Pat Flanagan, Evan O’Keefe

Meeting Chair: Dave Corley

 

  1. Brian proposed Dave to chair the meeting
  2. Minutes of previous meeting accepted with a proposed correction that Donal Hunt was not present. Dave to correct minutes to replace Donal with Dermot McNally. Brian proposed, Colin seconded.
  3. Bob Talent gave information on the forming of a company:
    1. Treat it as a business. Every registered community org is a business in the eyes of CRO & Revenue.
    2. Documentation: Gave an outline of company structure including the difference between constitution, and memo & articles of association. Memo being for the outside world, articles being for the internal activities.
    3. Type: Gave information on company types based on the community needs. Recommended CLG as we wish to have charitable status and be open to receiving funding/grants.
    4. Status: Clarified that “not-for-profit” does not preclude us raising a profit, just that it has to be reinvested.
    5. Name: Can be modified to remove “CLG” from the company name by applying to the CRO
    6. Accounts: Anyone can manage the books, does not need to be an accountant/bookkeeper. Must be submitted annually to CRO & revenue. Critical that they are submitted on time or steep fines apply. If we go for charitable status, books will need to be audited before proceeding.
    7. Tax: It will apply to any profit. Membership dues count as profit and are taxable.
    8. Board: Min of 3 Directors required (for charitable status), Need one person to be a chair. Need a Company Secretary, who can be a director, member or external, even an outside company. May have a Committee chair. Need a board secretary (minute taking, agendas etc). Need a Treasurer (monitor income/outgoings) who will prepare annual budget and report at each meeting.
    9. Members: Need to define voting rights in terms of members, directors and others
    10. Services: If we ever offer services for sale, terms & conditions are vital.
    11. Other doc’s: Mission Statement, long term vision, objectives (S.M.A.R.T.E) & strategies, roles. These are all internal documents not required for the running of the company, but advised for achieving goals. Policies are not necessary and many companies don’t have them, be careful of the workload involved.
    12. Events: Main consideration is insurance. Be clear on whether location is providing it or if the org needs to provide it.
    13. Sequence to establishing the company:
      1. It will cost to establish the company
        1. Need funds to pay for a company to submit to CRO, design the memo & articles of association – 500-600 eur, or
        2. Create all doc’s (Memo & Arts) ourselves and submit to CRO with required paperwork ourselves – CRO fees approx 100 eur
      2. Receive cert from CRO (mind this, it’s important)
      3. Register for Tax
      4. Open bank account in name of limited company
        1. Bank will need to see the original cert
        2. Passports and copies of documents in passport holders names
        3. Physically have to go to the bank to sign doc’s
        4. Decide who can sign cheques and how many signatures required
  4. All present agreed that the option to submit ourselves was the way to go due to the issue of costs and current funds available. Will reach out ot the talk-ie mailing list (Donal) to ask if anyone has experience in company formation
  5. Need to fill 2 invitee positions for an interim board size of 5. Suggestion from Donal to reach out to the mailing list for volunteers.
  6. Dave to talk to Tadeusz about a board meeting within 4 weeks if Tog can facilitate and a date for a community meetup on a seperate date
  7. Dave gave an update on use of datasets from data.gov.ie. Communication with DPER in regards to them signing the OSMF waiver was as follows:
    1. They were happy with the attribution method used by OSM
    2. The 2nd requirement, related to the difference between CC-BY 4.0 & ODbL, the replay was “It is not entirely clear to us that a waiver is needed in that the critical issue is that there must be no restrictions placed on access to the original government source data. The intention behind our use of the CC-BY is to allow unrestricted access and promote the reuse of Irish government data to the greatest extent possible. It would seem reasonable  to us that as the ODbL requires data users to provide an unrestricted version of the underlying database/datasets, this would seem acceptable to us. We have consulted on this matter with the Office of the Attorney General and they are in agreement with our position.”
    3. A third request, which was if DPER signed the waiver, could it apply to all datasets on data.gov.ie, was declined as they stated they are not the owners of the individual datasets. As a result, every single government department, county council and quango, will have to be contacted directly for the waiver to be signed.
  8. Dave gave an update on communications with county councils about the road schedules for each county. So far most Coco’s have ignored the emails, with only 2 direct responses, one from Monaghan, where they provided a kml file, and from Galway City Council who stated the schedule was available to view in the office. An FOI request was then submitted to Galway City Council, which was refused. An appeal is in process, which is likely to be rejected, but which will then be escalated further.
  9. Donal will continue working working on the memo of associations
  10. Dave, Brian, Colin, to continue working on the articles of association