[Strategic] SWG meeting 25 March 2011
me at chrisfleming.org
Fri Mar 25 13:48:23 GMT 2011
On 25/03/2011 13:41, Tom Hughes wrote:
> On 25/03/11 13:03, Frederik Ramm wrote:
>> In this posting - which serves as a good entry point to the 2009
>> discussion, but be sure to browse backwards and forwards - Nick Black
>> echoes something that 80n had said before, namely whether OSMF members
>> are indeed members in the sense of the companies act:
>> If it turns out that they are not, then I guess OSMF has only three
>> founding members and that's it. (If I am not mistaken, of these founding
>> members one has lost interest altogether and hasn't been seen in years;
>> one has all but left the project to concentrate on his own competing
>> project because he doesn't like the license change, and the third is now
>> a Microsoft employee ;)
> Well if they aren't members of the company with the meaning of the
> Companies Act then they wouldn't be able to vote for the election of
> board members so all our votes to date would be invalid.
> I think there is no question that the intention was that people joining
> OSMF would be members within the meaning of the Companies Act - nothing
> makes any sense otherwise.
> That may well not be communicated very well - that people joining are
> agreeing to the Articles and Memorandum of Association (and are
> potentially liable to pay £5 if the company is wound up) and we are most
> definitely not obeying the requirements of the Companies Act when it
> comes to keeping a register of members but I think a court would decide
> that they were members.
I agree with Tom here, there is a link to the relevant part of Companies
(1)The subscribers of a company's memorandum are deemed to have agreed
to become members of the company, and on its registration become members
and must be entered as such in its register of members.
(2)Every other person who agrees to become a member of a company, and
whose name is entered in its register of members, is a member of the
It's all about "agreeing" to become a member and the liability that confers.
e: me at chrisfleming.org
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