Tom Hughes tom at compton.nu
Thu Aug 20 10:20:01 UTC 2009

On 20/08/09 11:07, Peter Miller wrote:

>> I don't have any particular feelings either way on the proposal in
>> general but from a legal point of view somebody will need to
>> investigate the requirements of UK company law.
>> Certainly we can't make people members without their active consent,
>> both because the Companies Act requires it (section 112(2) of the 2006
>> act) and because by doing so they will become liable to pay up to £5
>> in the event of the foundation going bust.
> Of course. And this is certainly something that should be noted and
> addressed, however I suggest that we first decide what we as a community
> want (a we have been requested to do). The foundation can then discuss
> the proposal and check the legal position and instruct their lawyers to
> tell them how they should achieve what the community wants. If a small
> number of guarantors are needed to cover the cost of winding up then I
> am sure a number of individuals would come forward to offer that guarantee.

Sure - the requirement is obviously to decide what we want and then find 
out how we can best achieve it.

For the record I don't believe the act will allow us to transfer the 
guarantee like that - section 3(4) defines the liability as being 
limited by the guarantees of the members.

As Frederik has suggested we may be able to create a class of people 
that are not members (and hence not bound by any guarantee) yet still 
have some sort of voting rights.

Alternatively we may be able to create different classes of members some 
of which have a larger guarantee and some of which have no, or virtually 
no, guarantee.


Tom Hughes (tom at compton.nu)

More information about the osmf-talk mailing list