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

Simon Poole simon at osmfoundation.org
Sat Apr 6 13:02:28 UTC 2013


Am 05.04.2013 20:43, schrieb Paul Norman:
>
> 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.
I'm fairly sure the AoA WG was not referring to "written resolutions" as
defined in the Companies Act, but to submitting a resolution for a vote
at a GM in writing. I personally think that the only requirement should
be that such a proposal should be available early enough that it could
be included in the notice/invitation for the GM (that is I believe
latest 14 days before the meeting), so I would expect that we would want
to make the 4 weeks or so.

>
>> 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.
True.
>
>> 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
> resolutions?
See above.
> 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%
> threshold.

Yes, currently you could theoretically ask for the list of members and
a) ask them for support, b) verify how many you need. If going forward
we have "whatever they will be called" members were we are not required
to hand out personal information you loose all of that. It clearly makes
it more attractive not to have any such bar for the member resolutions.  
>
> 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.
>
Good point. Will add that as a note to the previous points.

Simon




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