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On 24/03/2011 13:30, Richard Weait wrote:
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cite="mid:AANLkTimyf1YC=_6OddhWhYqhtEeLmtevujWD3232b=sg@mail.gmail.com"
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<pre wrap="">A friendly reminder. SWG will meet Friday, 25 March 2011 @ 1600UTC
And we have homework due for the meeting. The Board has tasked SWG
with review of the OSMF Articles of Association. All SWG members are
assigned the task of reading the current AoA before next meeting as
agreed during the meeting last week.
<a class="moz-txt-link-freetext" href="http://www.osmfoundation.org/wiki/Articles_of_Association">http://www.osmfoundation.org/wiki/Articles_of_Association</a>
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The first question that occurred to me when I started thinking about
this, is or would OSMF consider becoming a charity? If the answer is
maybe or possibly in the future, then if we are changing the
Articles of Association then we should ensure that they are setup to
cover this. If not then we don't need to worry. There may be
advantages either way as setting out the aims of the foundation in a
charitable context?<br>
<br>
It then occurred to me that we should palm this off to legal :) <br>
<br>
I've not had as much time as I hoped, but here is my take:<br>
<br>
In addition we should think about numbering the articles of
association, it would make referring to sections of them much
easier.<br>
<br>
*PROCEEDINGS AT GENERAL MEETINGS<b>*<br>
<br>
</b>A quorum of 3 members seems like a very small number to me, I
think a greater number should be specified here. Something along the
lines of <br>
<br>
General Meetings shall be deemed quorate if the lower of one tenth
of the member or twenty-five (25) member are in attendance. <br>
(some discussion )<br>
<br>
In the notes that Peter Miller sent out from his review of the
Articles
(<a class="moz-txt-link-freetext" href="http://wiki.openstreetmap.org/wiki/ITO_Articles_of_Association_review_2008">http://wiki.openstreetmap.org/wiki/ITO_Articles_of_Association_review_2008</a>)
there is a concern about the ability for the Chair to adjourn
meetings, when I read this I didn't have any concern as adjournment
seemed to require consent: "The Chairman may, with the consent of
any meeting at which a quorum is present (and shall if so directed
by the meeting) adjourn the meeting", but then the articles states
"No poll shall be demanded on the election of a Chairman of a
meeting, or on any question of adjournment." so I think that ", or
on any question of adjournment." should be removed.<br>
<br>
"In the case of an equality of votes, whether on a show of hands or
on a poll, the Chairman of the meeting shall be entitled to a second
casting vote."<br>
<br>
I'm wondering if we should change the balance of voting so that the
default is that the Chairman doesn't vote, except when there is an
equality of votes, in which case the Chairman shall be entitled to a
casting vote.<br>
<br>
*VOTES OF MEMBERS<b>*<br>
<br>
</b>I would like something here (or possibly as a recorded decision
- written resolution?), stating that the board shall supply a list
of current members and any monies owed at the start of the meeting
and that members shall have a chance to pay any monies owed before
the start of the meeting. (i.e. we want to avoid the situation where
people think they are paid up but haven't actually)<br>
<br>
I think we also need to make sure that our current system for e-mail
votes is taken into account.<br>
<br>
Is it worth considering how voting works for multiple persons on a
single vote, do we want to consider something like STV for election
to the board, or is this too complicated?<br>
<br>
*PROCEEDINGS OF THE BOARD*<br>
<br>
Again think that the default is that the chairman doesn't get too
vote except is case of a tie.<br>
<br>
" A member of the Board who is absent from the United Kingdom shall
not be entitled to notice of a meeting." seems to be very harsh
considering the makeup of the board :)<br>
<br>
Written records - do these have to be on paper? can we also require
that they are recorded online? (at the top the articles state: <i>In
writing</i> -Written, printed or lithographed, or partly one
partly another, and other modes of representing or producing words
in a visible form.) so I think we are okay here.<br>
<br>
<br>
*NOTICES*<br>
The current requirement is to send notices by post and only to
members in the UK. I think this should be changed to allow notice by
e-mail and posting to appropriate OSMF website and mailing lists?<br>
<br>
I think there was also some talk about what constitutes a member, as
far as I can tell the articles state:<br>
<br>
"The subscribers to the Memorandum of Association and such other
persons as the Board shall admit to membership in accordance with
the Articles shall be members of the Association. No person shall be
admitted as a member of the Association unless he is approved by the
Board. Every person who wishes to become a member shall deliver to
the Association an application for membership in such form as the
Board require executed by him.
" <br>
<br>
I think that this needs some work, to make the requirements less
subjective by the board. The board should setup requirements for
membership (technical, finacial etc.) and anyone meeting those shall
be permitted as members? Also under what circumstances
would/could/should members be ejected?<br>
<br>
My brain was getting a bit fried by the end of reading through and
I've not had any time this morning, so figured I would send out my
notes as they currently stand.<br>
<br>
<br>
<br>
<br>
<br>
<br>
<br>
<br>
<br>
<br>
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<pre class="moz-signature" cols="72">--
e: <a class="moz-txt-link-abbreviated" href="mailto:me@chrisfleming.org">me@chrisfleming.org</a>
w: <a class="moz-txt-link-abbreviated" href="http://www.chrisfleming.org">www.chrisfleming.org</a></pre>
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