[Osmf-talk] Question to board members

Richard Fairhurst richard at systemeD.net
Wed Aug 22 17:12:34 UTC 2012

Andy Robinson wrote:
> Just one word of warning. Board meetings have to comply with the
> Articles and company law. I’m not sure an IRC log will suffice or not.
> That would need clarification. Certainly any resolution/vote at a Board
> meeting needs to be dealt with properly.

The articles say:

"The Board may meet together for the dispatch of business, adjourn and 
otherwise regulate their meetings as they think fit, and determine the 
quorum necessary for the transaction of business."


"The Board shall cause proper records to be kept of all Written 
Resolutions (and of the signatures). The Board shall cause proper 
minutes to be made of all appointments of officers made by the Board and 
of the proceedings of all meetings of the Association and of the Board 
and of committees of the Board, and all business transacted at such 
meetings. All such records (and signatures) and minutes shall be entered 
in books provided for the purpose."

The Companies Act 2006 is less specific:

"248 Minutes of directors' meetings

"(1) Every company must cause minutes of all proceedings at meetings of 
its directors to be recorded.
"(2) The records must be kept for at least ten years from the date of 
the meeting.
"(3) If a company fails to comply with this section, an offence is 
committed by every officer of the company who is in default."

So assuming that "the OSMF website" qualifies as "books provided for the 
purpose" (and if not, our phone meetings are non-compliant too ;) ) then 
I don't see anything to forbid IRC meetings.

Personally I agree with Mikel that it'd be a step forward, not least 
because the meetings could then be held "in public" with any member able 
to watch proceedings - which would be good for openness.


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