[Osmf-talk] Meetings in a global project (was Community vote)

James Livingston doctau at mac.com
Tue Jul 19 12:23:43 UTC 2011


On 19/07/2011, at 9:47 PM, James Livingston wrote:
> On 19/07/2011, at 6:44 PM, Tom Chance wrote:
>> Here is another reason to want a reasonably high threshold for an EGM is geography. Our members are dispersed around the world, and assuming we have AGMs in the real rather than the virtual world that involves a substantial travel cost for members who want to attend. Even with proxy voting, you would incur a large expense.
> 
> I don't think that's any more of an issue with EGMs than AGMs. Are people who have to vote by proxy at a unreasonable disadvantage? If so, then we need to fix that generally, so that people who can't make the AGM in person aren't at the same disadvantage.
> 
> As a global project, important things like AGMs and EGMs need to deal with the fact that a large portion of the membership won't be there, and they still need their say.

Following up to myself here, on the topic of running meetings in a globally distributed project like OSM.

Reading through the current AoAs, a lot of it (as with most associations) assumes everyone is local. A few things in particular worry me, and don't really work for a distributed Internet-based project:


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9.2 ... A member of the Board who is absent from the United Kingdom shall not be entitled to notice of a meeting.
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Does that mean UK-based board members can call and hold a board meeting, and make decisions if they are quorate, without notifying non-UK board members about the meeting? That doesn't seem fair.


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12.2 ... only those members who are described in the register of members by an address within the United Kingdom shall be entitled to receive notices from the Association.
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I think this should be changed to say that all members (UK and non-UK) can be served notices by email. As-is, I would read think that means an AGM/EGM could be called without telling the majority of members about it.


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2.16 Subject to the provisions of the Act a resolution in writing signed by all the members for the time being entitled to receive notice of and attend and vote at General Meetings (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a General Meeting of the Association duly convened and held.
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I don't know what the act says about it, but combined with 12.2 saying only people with a UK address get notice, doesn't that means the UK-based members can get together and decide things with equivalent power of an AGM regardless of what people from other countries think?

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2.11 At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is before or upon the declaration of the result of the show of hands, demanded by the Chairman or by at least two members present in person or by proxy, or by a member or members present in person or by proxy and representing one-tenth of the total voting rights of all the members having the right to vote at the meeting, and unless a poll be so demanded a declaration by the Chairman of the meeting that a resolution has been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the minute book of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution. The demand for a poll may be withdrawn.

3.4 ... On a show of hands a member present only by proxy shall have no vote ...
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I think we should require that proxies are counted for all motions stemming from the agenda (so where people could submit votes to proxy). If there is a difference in opinion between the locals wherever the meeting is held and people further away, I don't think the proxy votes should be ignored if there is a local majority the other way.

I know that it's a bit difficult, but I think it would be good to do something to make remote attendees be able to be part of meetings.


Regards,
  James




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