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

[Paul Norman]

I'm confining my response to the preface and part 1 for now.

> From: Simon Poole [mailto:simon at osmfoundation.org]
> Sent: Wednesday, March 06, 2013 12:33 AM
> Subject: [Osmf-talk] OSMF Articles of Association - Discussion on
> Revision for 2013 AGM
> 
> It is likely that all changes will be presented rolled in to one 
> document and that at the AGM there will be a single vote on the changes.

Being in several organizations which recently changed their AoA or
equivalent, this is not the standard practice I have seen. Normally
housekeeping amendments are combined into one package while controversial
amendments each get their own package, voted on separately.

The governing law for the AoA is the Companies Act 2006. This supersedes the
AoA and any portions of the AoA which contradict the Act would have no
effect, so we need to make sure the AoA agrees with the Act.

> Currently the OSMF members have an unclear status. If they were 
> considered to be members as described in the companies act,

If? The Act is pretty clear about this. A member is defined in s. 112 as
someone who has agreed to become a member of the company and whose name is
entered in its register of members.

It is the members whom are entitled to vote (s. 284)

> the foundation would have to gather complete address information and 
> on request provide such information to members and third parties. 

Yes, that is an obligation of the foundation. The names and addresses of the
members must be recorded (s. 113(2)(a))

> The OSMF has to date done neither mainly due to data protection concerns. 

This is not a scenario where the OSMF is voluntarily disclosing information.
This is a case where they are required to do so by law. If they believe the
copy of the register of members is not sought for a proper purpose they can
apply to the court (s. 117). Has the OSMF received any legal advice that it
can refuse to provide the register, or has no one requested it yet?

> Further the companies act requires the board to formally accept members.

I couldn't find a reference to this, but I may of missed it as the Companies
Act is quite large. Could you provide one?

Given the above, I don't see how it is possible to withhold the address of
people entitled to vote. Additionally, access to the register is one of the
checks and balances on the power of the board, and I wouldn't support such a
proposal if it was possible.