[Osmf-talk] Chairman - 3 Year Term

Nick Black nick at blacksworld.net
Tue Aug 4 09:36:03 UTC 2009


The articles say:

"At the first Annual General Meeting and at any Annual General Meting  
to be held in any subsequent year, one-third of the members of the  
Board for the time being, or if their number is not a multiple of  
three then the number nearest to one-third, shall retire form office.
The members of the Board to retire shall be those who have been  
longest in office since their last election or appointment. As between  
members of equal seniority, the members to retire shall in the absence  
of agreement be selected from among them by lot. The length of time a  
member has been in office shall be computed from his last election or  
appointment. A retiring member of the Board shall be eligible for re- 
election."

What this means is that the entire Board don't actually have to retire  
- its not related to the Chairman's role at all.  What has been  
happening is that 6/7 of the board have been retiring, rather than  
1/3.  This had been overlooked until the most recent Board meeting, at  
which we realised that only 1/3 of the 7 person board need to retire.   
As we were voted in under the understanding that, apart from the  
chairman, we were serving one year terms we all felt it would be  
misleading to now say that 2/3 of us actually want to stay on for 3  
years.  So all of the Board will be retiring and standing for re- 
election - entirely within the terms of the Articles, but not exactly  
what they intend.  In the future, we'll follow the articles and 1/3 of  
the Board will retired.  As we are going to review the articles  
though, and as this is a hot topic in the community I expect there to  
be quite a bit of community debate around this.



--

Nick





On 4 Aug 2009, at 09:42, Frederik Ramm wrote:

> Hi,
>
> Grant Slater wrote:
>> The chairman role is currently a 3 year term, may I propose that we
>> halve the length of this term to 1.5 years (transition overlap) or
>> alternatively a single year term in line with the rest of the board.
>
> RichardF quoted the Articles of Association:
>
>> The Board shall from time to time elect a Chairman who shall be
>> entitled to preside at all meetings of the Board at which he shall
>> be present, and may determine for what period he is to hold office
>
> If this is correct (i.e. chairman chosen by board) then obviously the
> chairman can only be a one-year term because nobody knows whether
> whomever they make chairman will still be a member of the board after
> the next election!
>
> Bye
> Frederik
>
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--
Nick Black
twitter.com/nick_b
nick at blacksworld.net




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