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

David Groom reviews at pacific-rim.net
Thu Apr 18 14:18:26 UTC 2013

----- Original Message ----- 
From: "Simon Poole" <simon at osmfoundation.org>
To: <osmf-talk at openstreetmap.org>
Sent: Wednesday, April 17, 2013 10:37 AM
Subject: Re: [Osmf-talk] OSMF Articles of Association - Discussion on 
Revision for 2013 AGM

> 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.

It also in my opinion restricts the right of a member in gaining support for 
the putting of a proposed resolution at a general meeting, or support for a 
particular course of action on a resolution which is already proposed to be 
put to the meeting


> 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.
> Simon

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