The OpenStreetMap US membership passed new bylaws. 98.35% voted in favor of the new bylaws, 1.65% voted against the new bylaws. 59.9% of all 202 active members voted.

The new bylaws are minor adjustments to our previous bylaws that bring our organization in line with IRS requirements for a 501(c)(3) tax deductible status and District of Columbia non profit law.

You can find the new bylaws on the OpenStreetMap wiki.

While the new bylaws are rewritten from ground up following proven templates for 501(c)(3) organizations, there are actually few effective changes compared to our previous bylaws:

  • “Should all members be deceased or dissolved or should all members have resigned, additional members may be nominated by the Board and elected at any annual or special meeting of the Board.”
  • 4.1 (c) - ensures that non of the board members personally benefits of OSM US earnings
  • 4.1 (d) - Explicitly states the board can appoint advisors (isn’t explicitly denied in current Bylaws)
  • 4.3 - “All directors shall be members of the Corporation”
  • 4.5 - Directors can now be voted to be removed at any meeting, not just regular meetings.
  • 4.8 - Ability to form committees including executive committees - this is fine as it’s in-line with the laws of DC and not something that the previous Bylaws prohibited
  • 4.9 - this is new and will help us with gaining 501(c)(3) status: Directors cannot be paid for their services to OSM US but may be reimbursed for expenses
  • 5.6 - “Quorum. At meetings, a majority of the directors then in office or a majority of the current members shall be necessary to constitute a quorum for the transaction of business.” - this is better than todays rule which says a quorum is determined at the beginning of a meeting (VII/3)
  • 12.1 - Dissolution - this is an important change for us to be able to attain 501(c)(3) status: Current bylaws say upon dissolution, OSM US assets go to OSMF, new bylaws say “ shall be disposed of in accordance with the laws of the District of Columbia, Section 501(c)(3) of the Code” - which de facto ensures that OSM US assets remain in a 501(c)(3) non profit.
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