---
title: FOSS/Geo/Mapping/CivTech Co-op
description: proposal to organize co-operative for FOSS/geo/mapping communities
---
> Re-thinking OSM Philippines, Inc entity
> These are my updated personal notes after SotM Asia in Manila, 2016
>
> 7/30: [According](https://t.me/OSMph/203) to Eugene, he is open to the idea of reactivating OSM PHL Inc, and expanding its scope.
----
* 2010: Incorporated and registered with SEC
* 2017: Lapsed registration
* Over-lapping interests with other groups
* FOSS4G-PH
* Geo/mapping advocates
* F/LOSS advocates
* Open Data
* Open Knowledge
* CivTech
* informal CSO/POs ?
----
### Stated Goals
* promotion and interaction with other local organizations (NGOs, LGUs, media)
* provide technical or logistical support to the members of the community and other institution
* negotiate with other data providers for data import and integration
* accept donations in behalf of the community
* seek local chapter recognition from OSMF
----
### Categorical statements
* The organization will not be a governance structure for taking charge of OSM data for the Philippines. The organization is not a licensor of the data.
---
### What now?
* Many individuals who founded OSMPH Inc are still active
* No one willing/available to undertake reportorial/administriva requirements.
* There are individuals in other like-minded FOSS/Geo/CivTech groups who are interested in endowing a legal personality for their communities
---
### Brain Farts
----
#### Ideas
* Organize a entity with a more general objective, to encompass the common objectives of various groups:
* promotion and education with Free Software and Open Data, particulary geodata
* social transformation using FOSS technologies
* what else?
----
#### Ideas
* Register as an "advocacy co-operative" with the Cooperative Development Authority (CDA), instead of incorporating as a non-profit with the Securities and Exchange Commission
* CDA requirements: [Required documents from Cooperative Development Agency](/BtBZw7RLT7-sA5bR1RJBAA?both)
----
* Funds raised by Working Groups are managed by themselves, but subject to oversight, with a facilitation/management fee in favor of the Co-op
----
* At the end of the year, any positive income is returned to members. (subject to Co-op rules)
---
### Terminologies
**Co-operative** - a voluntary association of individuals with a common objective and bond of interest
----
**Advocacy Co-operative** - a co-operative that promotes and cooperativism among its members and the public through socially-oriented projects, education and training, research and communication, and other similar activities to reach out to its intended beneficiaries
---
### Why form a Co-operative?
* Co-operatives exist to focus on service to **members**, not on bringing a return to **investors**.
* Co-operatives are owned and controlled by members.
* Decisions made democratically by the membership provide a strong direction that is supported across the organization.
----
* Profits are returned to members so they benefit from the business they do with the co-operative.
* Distribute the benefits of real ownership based on time and use, not just the amount of money someone can invest.
* Access to incentives that provides advantages not typically available to investor-owned corporations (e.g. sales and income tax exemption for first 10 years, etc.)
---
## Organizational Structure Proposal
----
### Empowered Committees / Working Groups
----
For example:
----
* Co-operative is governed by periodic General Meetings for all the membership and an elected Board of Directors.
* The management is divided into function areas, "Working Groups," such as FOSS4G, OSM, Membership Committee, Outreach, Committee, etc. These units operate relatively autonomously, but with the Board's oversight
* Every working group elects "Working Group Coordinator," who liaises with other the coordinators from other Working Groups or Committees.
* The board may devolve or delegate some of its powers to a Management Team (or a General Manager).
----
### Functional Relationships Example
```graphviz
digraph hierarchy {
nodesep=1.0 // increases the separation between nodes
G [label="General Assembly" color=Blue, fontcolor=Red, fontsize=24, shape=ellipse]
B [label="Board of Directors" color=Blue, fontcolor=Red, fontsize=24, shape=box]
E [label="Pista ng Mapa", color=Green, shape=invtrapezium]
M [label="Members", color=Orange, shape=square]
M2 [label="Members", color=Orange, shape=square]
P [label="Public", color=Pink, shape=square]
A [label="Associates", color=Yellow, shape=square]
S [label="Sponsors", color=Green, shape=square]
node [color=Red,fontname=Courier]
edge [color=Blue, style=dashed]
G->B
B->{OSMwg, FOSS4Gwg, XYZwg, Committees}
FOSS4Gwg->B
OSMwg->B
XYZwg->B
OSMwg -> M
OSMwg->E
FOSS4Gwg -> A
M -> OSMwg
M -> E
M -> FOSS4Gwg
M2 -> E
A -> XYZwg
FOSS4Gwg->E -> M
E -> P
E -> A
E -> S
P -> XYZwg
{rank=same; OSMwg FOSS4Gwg XYZwg, Committees }
{rank=same; M M2 }
{rank=same; P A }
}
```
---
### Getting organized
* Must have at least 15 members
* Economic survey among the 15 charter members
* Minimum paid-up share capita:l 15,000 PHP
* To-do: Draft By-laws
* Draft Articles of Co-operation
* Register with CDA and SEC
----
* Complete FAQ: http://cda.gov.ph/frequently-asks-questions-faqs
* Founding members are limited to Filipinos, however, the Co-Op may accept foreigners as members after it has been organized.
---
### By-laws [Proposal]
See references:
* [Swiss OSM Association](https://wiki.openstreetmap.org/wiki/Swiss_OSM_Association/Bylaws)
* [CartONG](http://cartong.org/sites/cartong/files/Statute%20CartONG%20[En].pdf)
----
#### Purpose
The purpose of the Co-operative is to advocate, support, and promote initiatives, people, and other organisations in all regions of the Philippines in collecting, using, processing, and distributing free and open software, particularly geodata. Such activities may include both non-profit as well as profit-oriented ones.
The Co-operative itself is not profit-oriented.
----
#### Resources
In order to pursue its purpose, the Co-operative collects, manages, and allocates funds, contributions and membership fees. The fees are set annually by the General Membership.
In addition, the Co-operative may accept any kind of contribution being in-line with its purpose.
In support of the purpose, the Co-operative may offer services and products for a fee.
Furthermore, the Co-operative may be a member of or participate in other organisations pursuing similar goals. The Board decides on such memberships and participations.
The activities of the Co-operative are open to any party interested in the purpose.
----
#### Membership
Any natural person or legal entity who has an interest in the Co-operative's purpose may become a member.
Membership | Voting Rights | Hold/Run for Office | Meetings | Events | Dues
--- | :---: | :---: | :---: | :---: | :---:
Full | ⭕ | ⭕ | ⭕ | ⭕ | Paid-up Share Capital
Associate Member | ❌ | ❌ |❔ | ⭕ | Service Hours and/or Discounted Dues
Organizational Member | ❌ | ❌ | ❔| ⭕ | Contribution
----
New members receive definite membership after receipt of the share capital or contributionsby the Co-operative.
Associate members are people who receive probationary membership upon payment of a discounted membership fee. They are required to obtain the minimum number of service hours set by the Board per semester to retain their membership.
Organizational members are institutions, public bodies, NGOs that receive definite annual membership after receipt of their contribution by the Co-operative.
:::info
Design associate membership to offer professional and student rates, in addition to waiver programs for those in economic need.
:::
----
#### Liability
The Co-operative is liable for its debts only to the extent of its assets. Members are not personally liable.
----
#### Entry into force
These statutes have been adopted at the founding meeting of {Date of establishment} and are in force as of that date.
---
## Background references
* Maning Sambale's [notes](https://wiki.openstreetmap.org/wiki/User:Maning/osmph_local_notes) re OpenStreetMap Philippines, Inc.
* OpenStreetMap Philippines, Inc. docs: [OpenStreetMap Philippines, Inc. - Articles of Incorporation](/ghPgsltKTxCAIBBtRrcrbA), [OpenStreetMap Philippines, Inc. - By laws](/LJ4Apr_mR8ev2c1Asnryxw)
* Cooperative Development Authority: templates for [Articles of Co-operation](http://cda.gov.ph/images/Downloads/Coop-Reg-Proforma/Model_AC_Union.pdf), [By laws](http://cda.gov.ph/images/Downloads/Coop-Reg-Proforma/Model_BL_%20Union.pdf "Model By-laws, Unions")
* [Cascadia Users of Geospatial Open Source (CUGOS)](https://cugos.org/about/) - [By laws](https://cugos.org/about/bylaw/cugos_bylaws_2016.pdf), [Code of Conduct](https://cugos.org/code-of-conduct/)
---
### Meetings
* 6th Aug, online - Present: R.K., Ian, Cham, Bunny, Marxt, Erwin. To-do: ideas/draft of By Laws, list of people who might want to join the 15 incorporators
* 20th Aug, penciled-in -
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