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<div class="moz-cite-prefix">
<div class="moz-cite-prefix">Responding to Rory:</div>
<div class="moz-cite-prefix">I generally support the proposed
changes, with some minor proposed changes listed far below.</div>
<div class="moz-cite-prefix">I have placed the Rory and lawyer
proposed changes in the context of the surrounding text hoping
that members will read them in context and support them.</div>
<div class="moz-cite-prefix"><br>
</div>
<div class="moz-cite-prefix">They will now read as follows:
<p>---------------------------<br>
</p>
</div>
</div>
<div class="moz-cite-prefix">Section 1.
<dl>
<dd>...<br>
</dd>
<dd>"subsidiary" has the meaning given in section 1159 of the
Companies Act 2006; </dd>
<dd><font color="#0000ff">"unconstrained power to vote" means,
of any individual, that that individual is not legally bound
(for example by contract or other legal act) to vote or not
to vote in any particular way;</font>
and</dd>
<dd>"writing" means the representation or reproduction of words,
symbols or other information in a visible form by any method
or combination of methods, whether sent or supplied in
electronic form or otherwise.</dd>
</dl>
<p>--------------------------</p>
<p>Section 12. <br>
</p>
<blockquote>
<p>No person shall become a member or associate member of the
Foundation unless they - </p>
<br>
(1) have completed an application in a form approved by the
directors;<br>
(2) have paid the appropriate fee;<br>
(3) have not previously been expelled from the Foundation;<br>
(4) are not appealing a resolution to expel by the board; and<br>
(5) their membership account (if they have one) is not in
arrears; and<br>
<font color="#0000ff">(6) have unconstrained power to vote.</font><br>
</blockquote>
<div class="moz-cite-prefix">
<p>13. The board may waive conditions (3) to (5) above. <br>
</p>
<p>------------------------</p>
<p>17. A person shall cease to be a member or an associate
member (as the case may be) if: </p>
(1) they die or cease to exist;<br>
(2) they withdraw their membership (or associate membership) by
giving the Foundation 7 days' notice in writing;<br>
(3) their membership account is more than one year in arrears;<br>
(4) the board resolves to expel them, subject to any successful
appeal being made under these articles;</div>
<div class="moz-cite-prefix"><font color="#0000ff">(5) they no
longer have unconstrained power to vote.</font><br>
</div>
<div class="moz-cite-prefix">
<p>Except that a person shall not cease to be a member of the
Foundation if they are the last remaining member. </p>
<p>------------------------------</p>
<p>75. Subject to other provisions of the articles, all members
and associate members shall have the right to vote at a
general meeting provided that: </p>
<br>
(1) they were a member or associate member (as the case may be)
throughout the period of 90 days prior to the date on which the
meeting is held; and<br>
(2) their membership account was not in arrears 7 days prior to
the date on which the general meeting is held; and<br>
(3) they are a natural person; and</div>
<div class="moz-cite-prefix"><font color="#0000ff">(4) they have
unconstrained power to vote.</font><br>
<p>For the purpose of calculating time spans, a “day” is assumed
to be a full calendar day in UTC, and the “date” is in UTC. <br>
</p>
<p>--------------------------------------</p>
<p>MORE SUGGESTIONS</p>
<p>In Section 1 I think it is sensible to include coercion as
well as legal and illegal acts. Something like "Vote for Rory
or I won't love you any more" is coercion, but not an illegal
act.<br>
</p>
<p><font color="#0000ff"><font color="#000000">Proposed: </font>"unconstrained
power to vote" means, of any individual, that that
individual is not <font color="#808080">(legally) </font>bound
(for example by <font color="#ff0000">coercion</font>,
contract or <font color="#808080">(other) </font>legal
act) to vote or not to vote in any particular way;</font></p>
<p><font color="#0000ff"><font color="#000000">Section 12 (5)
includes a "their " in the middle of the "they" clauses
which is messy grammar, but probably not fatal to the
wording.</font></font></p>
<p><font color="#0000ff"><font color="#000000">Section 13
staying unchanged is important: The Board cannot condone
or waive restrictions or sanctions on a member that is
constrained in any way.</font></font></p>
<p><font color="#0000ff"><font color="#000000">Section 17 should
include an explicit "or" after each of lines (1) - (4)
to preclude some smart lawyer interpreting it as as (1) <u>and
</u>(2) <u>and </u>(3) <u>and </u>(4) <u>and </u>(5),
thus effectively voiding the section. Coding teaches you
rigorous logic like nothing else does. <br>
</font></font></p>
<p><font color="#0000ff"><font color="#000000">Section 17(1) is
a bit too metaphysical. </font></font><font
color="#0000ff"><font color="#000000">"<font color="#0000ff">A
person shall cease to be a member ... if ...</font></font>
they die or cease to exist</font>"</p>
<p><font color="#0000ff"><font color="#000000">A natural person
is by definition dead if they do not exist. But, a company
or legal entity can cease to exist. As far as I can see
there is nothing in our AoA or the Companies Act that
precludes a legal entity becoming a voting member and/or a
Board Member.<br>
</font></font></p>
<p><font color="#0000ff"><font color="#000000">To explicitly bar
entry of legal entities as members I'd like to see Section
12 read <font color="#0000ff">"No person shall become a
member ... unless they - (7) are a natural person."</font>
Section 17(1) can then read: <font color="#0000ff">"(1)
they die;"</font><br>
</font></font></p>
<p><font color="#0000ff"><br>
</font></p>
<p>regards</p>
<p>Craig Allan</p>
<p><font size="-2">OSM:cRaIgalLAn</font><br>
</p>
<p><br>
</p>
</div>
</div>
<div class="moz-cite-prefix">On 2020/10/27 22:59, Rory McCann (OSMF
Board) wrote:<br>
</div>
<blockquote type="cite"
cite="mid:2b2a6297-d219-10a6-41b7-97d53b804591@osmfoundation.org">Hello
OSMF members,
<br>
<br>
To follow up from my email of 11th October 2020¹, and 26th October
<br>
2020², and based on advice from the OSMF's corporate counsel
(lawyer),
<br>
we have a new idea for how to word this change to OSMF's Articles
of
<br>
Association³ to prevent an OSMF member's employer from forcing a
member
<br>
to vote a certain way. Since the employer might not be an OSMF
member,
<br>
we can phrase it as “you can only be a member if you're free to
vote”.
<br>
We welcome your feedback.
<br>
Compared to the last version, this is limited to legal/contractual
issues (e.g. employment), and it also ensures it applies to votes)
<br>
<br>
<br>
<br>
Add to the end of §1 (definitions section):
<br>
<br>
<blockquote type="cite">"Unconstrained Power to Vote" means, of
any individual, that that </blockquote>
individual is not legally bound (for example by contract or other
legal act) to vote or not to vote in any particular way.
<br>
<br>
add to the end of §12 (_“No person shall become a member or
associate member of the Foundation unless they”_)
<br>
<br>
<blockquote type="cite">(6) have Unconstrained Power to Vote.
<br>
</blockquote>
<br>
add to the end of §17 (_“A person shall cease to be a member or an
associate member (as the case may be) if”_)
<br>
<br>
<blockquote type="cite">(5) they no longer have Unconstrained
Power to Vote.
<br>
</blockquote>
<br>
add to the end of §75 (_“Subject to other provisions of the
articles, all members and associate members shall have the right
to vote at a general meeting provided that:”_)
<br>
<br>
<blockquote type="cite">(4) they have Unconstrained Power to Vote.
<br>
</blockquote>
<br>
<br>
This is currently just an idea. This may, or may not, be the final
text.
<br>
The board might not even propose this. Please provide feedback.
<br>
<br>
You can reply to this email publicly to the osmf-talk@ list, or
you can
<br>
contact the boar privately (<a class="moz-txt-link-abbreviated" href="mailto:board@osmfoundation.org">board@osmfoundation.org</a>). Please state
if
<br>
you would like us to treat your email as confidential. Please feel
able
<br>
tell other OSMF members about this topic.
<br>
<br>
Rory
<br>
<br>
<br>
</blockquote>
<p><br>
</p>
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