[Osmf-talk] OSMF Articles of Association - Discussion on Revision for 2013 AGM

Paul Norman penorman at mac.com
Fri Apr 5 18:43:33 UTC 2013

> From: Simon Poole [mailto:simon at poole.ch]
> Subject: Re: [Osmf-talk] OSMF Articles of Association - Discussion on
> Revision for 2013 AGM
> The discussion on points 1-3
> (http://wiki.osmfoundation.org/wiki/2013_OSMF_Articles_of_Association_Up
> date)
> seems to be exhausted. Besides the clarifications I already built in, I
> believe the only point to be noted for inclusion was the wish for a
> grace period wrt paying the annual membership fee. I suspect that that
> can be added .
> If nobody wants a straw poll, I would suggest moving to the discussion
> of points 4 to 6. All three are procedural wrt GMs.

A few points

> Only written resolutions presented in advance will be permitted.

I believe there needs to be some clarification on what a written resolution
is. Many places treat the decision to conclude the meeting as a resolution.
There are also often procedural resolutions such as accepting minutes,
having someone else chair the meeting, etc.

> At a General Meeting, at least half of the board members need to present.

Is this intended to apply to EGM? If so, that would allow the board to
prevent them from being held by not turning up.

> An EGM can be called by the board, or by a member request supported by at
least 10% of the membership

I presume along with calling the EGM, the request could present written

There is an accountability issue with the 10% threshold if there are
unlisted members (not members as described in the companies act) as proposed
by (1). There would be no way to verify if you had or had not met the 10%

This also raises an issue with (1) which didn't occur to me at the time. I
believe board members and officers should be allowed to inspect the both
membership lists if they wish to do so.

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