oodf-board — archive

Fwd: OASIS and OMF

From: James Bryce Clark <[email protected]>
To: [email protected]
Date: Wed, 28 Jun 2023 05:16:00 -0000

Happy to join the call IF you need me. Up front, let me put out a few possible points: 1. Our corporate solution for the LLC(s) is a legal "series"; legally, turning OMF into a separate corporation uncontrolled by OASIS or OODF would require a major corporate change -- and our cooperation. 2. Utterly aside from the legal issues, OASIS' managing the front office books, cash and projections for OMF is central to OASIS' keeping our controls promise to assure that it stays sound and solvent. Give that up, and we are not assuring anything anymore -- and I doubt that, with those controls removed, we would wish to be affiliated. On the other hand, if you hand over the plane to the new pilot -- and then he crashes it -- that makes OASIS look bad even if he grabbed the wheel and did it to himself. 3. Importantly our promise was not to Andrew or Jascha. it was to the BOARD and the Cities who set this up. We would want to have clear and direct talk with them, and consult as to their wishes, before withdrawing our assistance or substantially changing the deal. 4. Aside, and selfishly, I hate to think what our next chat with Rockefeller or Knight Fdns would be, next time we seek grants for an OASIS project. Yeah, he was whining, so we bailed on him, removed all the controls,and let the foundation crash and burn ... 5a. Is the size of our fee REALLY the problem? Are their operations so complex that our actual FTE admin time, as recorded, show we're spending significantly more time than we had planned? What was our original estimate of Cathie/Scott time used per month in a steady state to help run OMF? 5b. Also, is our fee really the margin of safety for him? I thought he kinda had other revenue problems. regards Jamie James Bryce Clark, General Counsel, OASIS Open, setting the standard for open collaboration On Tue, Jun 27, 2023 at 1:44 PM Cathie Mayo < [email protected] > wrote: I would like to get together and discuss some suggestions on the FaaS fee before our call with Andrew. As we talk about increasing membership and sponsorship dues, it is time to address an increase for FaaS. But I think OMF and Samvera need to be treated differently because of the varying levels of support required for each. Is there a time on Wednesday that works for everyone? Thanks Cathie On Tue, Jun 27, 2023 at 11:18 AM Scott McGrath < [email protected] > wrote: See conversation below. Andrew , ED of OMF is seeking to take more control of his organization. As Jamie already knows, Andrew recently ignored our agreement and signed a contract authorizing work to be done. This was only discovered several months later when the contractor was seeking payment for what we thought was unauthorized work. Cathie and I have a meeting thursday with Andrew, we'll know more after that. no action needed at this point. Scott... ---------- Forwarded message --------- From: Scott McGrath < [email protected] > Date: Tue, Jun 27, 2023 at 11:06 AM Subject: Re: OASIS and OMF To: Andrew Glass Hastings < [email protected] > Cc: Cathie Mayo < [email protected] > Hi Andrew, Yes, let's discuss. Some ideas you present are doable and a good idea. But I suggest you also consult your board of directors because some of your requests here are tantamount to becoming an independent corporation. That is always possible, we've been careful to protect that option. But that decision must be made by the board, not any employees. That's the way corporations work ;-) Believe me, I would have liked to not be involved in the recent google problem, but remember, the core issue was how the account was initiated before OASIS IT processes were engaged and was not initiated correctly. And then it wasn't managed properly - by the initiators and OMF staff-- Jascha broke the MFA set up and ignored the messages he was receiving directly (a disconnect caused by the original setup) to renew one of the domain registrations. Honestly, I am surprised you want to take on these matters. You've been doing such good things and moving the mission of OMF forward in a way your predecessors didn't, I wasn't expecting you to want to take on these back-office distractions from the real work of OMF. Yes, let's find time to discuss this, we can certainly start Thursday, and continue as needed, Scott... On Tue, Jun 27, 2023 at 4:23 AM Andrew Glass Hastings < [email protected] > wrote: Hi Scott and Cathie, I wanted to follow-up on my email about the Compiler contracts and wanting to find a way for the OMF to sign our own contracts going forward. Having given this some more thought I wanted to make a few suggestions as we reach the annual renewal period of our agreement, especially as we look to sign agreements in the near future with the 8 cities for the SMART Grant Collaborative, along with the two new contract employees paid for by the grant proceeds we will receive from the cities. 1. Update the Master Services Agreement between the OMF and OASIS so its reflects our current OMF name and under my signature. The existing agreement still reflects the OMF as the OASIS Open Development Foundation, which causes confusion with OASIS Open. Based on the signature on the doc I am not clear who signed for the OMF at the time. 2. Align the FaaS fee annual payment with the OMF and OASIS fiscal year. This will mean accounting for approximately 6 months between June and December this year before the fiscal year and FaaS fees start again on January 1 2024. Also since our revenues are now consistently over $625K annually can we move to a pure 8% model instead of the lump sum $50K for revenue up to $625K and 8% after? I think this will make it a bit easier for both sides for accounting purposes. It would mean we would simply pay 8% to OASIS for each payment received by the OMF. 4. Allow the OMF to sign our own contracts. Since we are legally and fiscally fire-walled from OASIS Open it would make our operations and relationships with contractors simpler and clearer to sign our own contracts. I would like to be in a position to sign the contracts with cities for the SMART Grant Collaborative agreements and the two associated contract employees. 5. OMF hold ownership and access controls to the SaaS services/accounts we pay for. This will avoid the situation we recently found with Google. We will still provide access to OASIS where necessary, but the OMF will provide access to the services we use and pay for instead of the other way around. I sent a meeting request for us to connect on the timing of the SMART Grants and I hope we can discuss these requests as well. I am happy to find more time if we think we will need it. On the grant timing - I had a call with USDOT yesterday and was told grant agreements are going out to cities starting this week. This is really good news. The cities can t make payment to the OMF for the Collaborative services until they have grant agreements signed and in place. At this rate I would expect the OMF to have agreements with the cities by early September. Thanks to you both! Cheers, AGH Andrew Glass Hastings Executive Director [email protected] www.openmobilityfoundation.org @andrewgh @openmobilityfnd -- Scott McGrath Chief Operating Officer OASIS Open +1 781-929-7308 Mobile [email protected] www.oasis-open.org -- Scott McGrath Chief Operating Officer OASIS Open +1 781-929-7308 Mobile [email protected] www.oasis-open.org -- Cathie Mayo Controller OASIS Open 400 TradeCenter Suite 5900 Woburn, MA 0180 1 +1 781-425-5073 (main) +1 781-569-5113 (direct) [email protected] www.oasis-open.org