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

Jaak Laineste (Nutiteq) jaak at nutiteq.com
Thu Apr 18 05:41:43 UTC 2013


+1 for having list public to the members.

I don't really see how new non-public membership class would really legally work. I'm not a lawyer, but in my country naming of things does not matter legally, the content matters. If we have two membership classes, which have exactly the same status and rights (most important: can elect board members), just one is called differently, then all the legal obligations would be applicable to all of them based on real status, not title. So if there is obligation to enclose member contact details , then it would apply to all the members by real status. Or was the plan _not_ to give supporting members right to elect the board? Then legally it might be ok. Sure, we can and probably should have "supporting member" class who can remain anonymous, who support with their contributions (like all community members) and some money perhaps, and does not have any legal obligations and rights. Members cannot choose to take the rights, but no obligations.

Jaak

On 18.04.2013, at 7:36, Kate Chapman wrote:

> I'm in agreement with Chris. I think having the membership list
> available to the membership is important for transparency. It seems
> like every year there is some sort of issue with membership right
> before the board election. I think people having access to the list
> throughout the year allows them to know if for example 50% of the
> membership is from one company. Or any other reason to look at such
> things.
> 
> Best,
> 
> -Kate
> 
> On Wed, Apr 17, 2013 at 7:58 PM, Chris Fleming <me at chrisfleming.org> wrote:
>> On Wed, Apr 17, 2013 at 11:37:53AM +0200, Simon Poole wrote:
>>> 
>>> Am 06.04.2013 15:02, schrieb Simon Poole:
>>>> Am 05.04.2013 20:43, schrieb Paul Norman:
>>>> ...........
>>>>> 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.
>>>> 
>>> ...............
>>> I would like to quickly revisit one aspect of this topic before we move
>>> on to the final two.
>>> 
>>> The major reason we want to introduce a new membership class is to avoid
>>> having to provide full address details of our membership to all that
>>> request them. Besides that this causes a conflict with UK data
>>> protection regulation, it is in general something that we wouldn't want
>>> to do.
>>> 
>>> If the new membership class is implemented without the legal requirement
>>> to provide access to the list, we (as members) loose the right at the
>>> same time to inspect the complete list of members (of all classes). This
>>> clearly impacts the practicability of exercising the right to call a EGM
>>> (assuming that we drop any hurdles for member resolutions) . Not to
>>> mention that is makes it practical impossible to determine if a friendly
>>> or unfriendly takeover has occurred.
>>> 
>>> My question is now: should we enshrine a right in the new AoAs that
>>> members can inspect the full membership list, or not? As a consequence
>>> joining the foundation would require explicit consent to the OSMF making
>>> the list available in such form to the other members. It should be
>>> considered that this may stop people from joining.
>> 
>> It's an interesting question, because I think that it is important the a list of members is available.
>> 
>> The act only requires the list is inspectable (I assume by turning up at the headquarters and demanding to see it). My feeling is that a new membership class isn't really required.
>> 
>> But we should be more expicit when people join; that the membership list will be available for inspection by other memebers. I guess that a small number of people might object to this, but they can still donate. I think transparency in terms of who can vote is more important that the possibility of losing some memberships.
>> 
>> Cheers
>> Chris
>> 
>> 
>> --
>> e: me at chrisfleming.org
>> w: http://chrisfleming.org/
>> 
>> 
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