[Osmf-talk] Access to OSM-F membership list WAS Re: [OSM-talk] Status of the Local Chapter working group

Nick Black nick at blacksworld.net
Thu Aug 13 13:58:45 UTC 2009

Hi Guys,

I've done some quick reading up on the UK Companies Act 2006 [1] and  
the OSM Foundation Articles of Association.  Everything below is my  
own interpretation and is not the interpretation of the OSM Foundation  
Board.  I'm also not a lawyer, so please check this for yourself.

The Companies Act is pretty clear that the OSM Foundation must keep a  
register of its members and that this register must be available for  
inspection by any member of the Company or anyone else.

Here are some relevant sections of the Companies Act:

> Every company must keep a register of its members.
> (2) There must be entered in the register—
> (a) the names and addresses of the members,
> (b) the date on which each person was registered as a member, and
> (c) the date at which any person ceased to be a member.
> (3) In the case of a company having a share capital, there must be  
> entered in the
> register, with the names and addresses of the members, a statement of—
> (a) the shares held by each member, distinguishing each share—
> (i) by its number (so long as the share has a number), and
> (ii) where the company has more than one class of issued shares, by
> its class, and
> (b) the amount paid or agreed to be considered as paid on the shares  
> of
> each member.
> Companies Act 2006, Chapter 2, Section 113
> (1) Where a company receives a request under section 116 (register  
> of members:
> right to inspect and require copy), it must within five working days  
> either—
> (a) comply with the request, or
> (b) apply to the court.
> Companies Act 2006, Chapter 2, Section 117

So the next question is whether OSM-Foundation Members - people who  
pay £15 and sign up - are actually members of the company in the way  
the Companies Act means.

Here are some relevant sections:

> 112 The members of a company
> (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  
> company.

> Companies Act 2006, Chapter 2, Section 112

So there are two ways to be a "Member" of a company - to subscribe to  
the Articles of Association or to agree to be a member and to be  
entered in the company's register of members.

The "subscribers" are the people who have signed the Memorandum [4].   
This is currently held, I think, by Etienne as his address is used as  
the officially registered address of the company.  So the OSM-F  
members who pay £15 would not be members under (1)

The second way to be a Member is based on the member agreeing to  
become a member and then being entered into the registry of members.   
This is less clear.  I do not know if the OSM Foundation maintains a  
"Register of Members" (in the official Companies Act meaning).

According the the Articles of Association [2], voting at AGMs (ie  
voting for the Board) is done by the members of the company - I don't  
see any distinction between the Companies Act "members" and the OSM-F  
Articles of Association "members".

I have to agree with Frederik that unless the pay-£15-to-join members  
are Companies Act members, then I don't see who votes for the Board.

When someone signs up to OSM-F [3] they do so after reading the text:

> You can help and support us by becoming a member of the  
> OpenStreetMap Foundation. The membership fee is £15 per year and  
> enables you to influence the direction of OpenStreetMap by being  
> able to vote in elections for officers of the foundation. Members  
> may also get discounts on some OSMF organised events (such as the  
> State of the Map conference). You do not have to be a member in  
> order use or contribute to OpenStreetMap.

This suggests that people signing up at least expect to become full  
members of the OSM-F.

Based on this - and my understanding could well change -  anyone who  
joins the OSM-F (pays their £15) can vote for the Board and is a  
member.  Their details should be held on a register of members and be  
available to inspection.  Unless there is a good reason why this is  
not the case, I think the OSM-F should move to collect the required  
information and to make that information available.


[1] - http://www.opsi.gov.uk/acts/acts2006/pdf/ukpga_20060046_en.pdf
[2] - http://foundation.openstreetmap.org/memorandum-of-association/articles-of-association/
[3] - http://foundation.openstreetmap.org/join/
[4] - http://foundation.openstreetmap.org/memorandum-of-association

On 13 Aug 2009, at 11:23, Frederik Ramm wrote:

> Hi,
> Jochen Topf wrote:
>> On Thu, Aug 13, 2009 at 11:05:06AM +0100, Nick Black wrote:
>>> The list of OSM-F members is not available.  This is due to  
>>> privacy  laws in the UK.  The OSM-F is currently finding out about  
>>> data
>> Are you sure? I remember seeing something in the Companies Act that  
>> says
>> that everybody can write to a company and ask for the list of  
>> members.
> When I brought this up a while ago, 80n replied that there was some  
> confusion about whether OSMF members are indeed members in the sense  
> of the Companies Act. (If they aren't, then who elects the board and  
> on what legal basis?)
> If OSMF members *are* members in the sense of the Companies Act then  
> I believe OSMF has the obligation not only to let anybody see the  
> list of members (whether that person is themselves member or not),  
> but also to record the full name and postal address of each member.  
> When we set up a group of people to examine and possible re-write  
> the Articles of Association (which, I belive, is a prerequisite for  
> any of the high-flying plans that have been floated here) this is  
> surely something they will have to look into.
> Bye
> Frederik

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