[Osmf-talk] Corporate OSMF Members

Ed Loach ed at loach.me.uk
Fri Oct 26 00:10:51 UTC 2012

Frederik wrote:

>     in the coming years, the OSMF will re-work their articles of
> association which are currently very old fashioned and geared more
> towards a British manufacturing firm than towards an international
> mass membership nonprofit (FSVO "mass").

I believe OSMF is currently incorporated as a Company Limited by
Guarantee which is not quite the same as a British limited company
(see for example the summary at

If so, then the OSMF has members rather than shareholders, and I'm
not sure there is provision in Company Law to allow corporations to
be members (though they could be shareholders in other sorts of
limited companies). I am not a lawyer though...

I'm basing this on my experiences of another mass membership
non-profit organisation that is a company limited by guarantee
(British Mensa); anyone joining the society is a member so if the
society goes bankrupt (or whatever the technical term is) the
liability of each member would be limited to a maximum of £1. 

You would probably need specialist legal advice to see if it is
possible to create a category of membership which is a member of the
OSMF without being a member of OSMF the company (in which case that
category wouldn't have voting rights). 

British Mensa incidentally has a Memorandum, their Articles of
Association, and bylaws (which were effectively membership rules, so
didn't need to be defined in the Articles); they seem to be in the
members only part of their website so I can't provide links.
(British Mensa's articles by the way are what defines the membership
criteria for British Mensa, although these also have to comply with
the International Mensa Constitution - the structure gets a bit

Both the OSMF articles on the website (which seem to predate the
2006 Companies Act) and the current model articles:
both suggest that it is "persons" who are members. (The newer model
articles refer back directly to the Companies Act 2006 section 112

So, my personal feeling is that corporations can't be members, but
as a company it should be possible to come to some sort of
commercial arrangement where they give the OSMF money to be
associated in some way (although this wouldn't grant voting rights).

Again, I'm not a lawyer (and I have drunk some wine this evening),
so may well be wrong.

My interpretation of what might be the case means I can't decide
what I would like to be the case, so probably won't respond to the


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