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

[Frederik Ramm]

Paul,

On 07.03.2013 01:27, Paul Norman wrote:
>> 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.

The issue is not as crystal clear as it might seem to someone unfamiliar 
with the UK legal situation (like e.g. you and me), so the OSMF board 
has discussed this with a lawyer who knows more than we do.

Everything you write is clear to us, and the relevant sections of the 
companies act have been quoted by myself on these mailing lists years ago.

> Has the OSMF received any legal advice that it
> can refuse to provide the register, or has no one requested it yet?

During my time as a board member, no such request has been made.

>> 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?

This is acutally not in the Companies Act, but in the current AoA: "No 
person shall be admitted as a member of the Association unless he is 
approved by the Board."

> 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.

I agree with you in principle (I don't like the idea of the list of 
those eligible to vote being a secret). However I think that, for 
privacy reasons, it would be a good balance if we could restrict 
publication to real name and e-mail address, rather than being forced to 
collect and disseminate the actual residential address like the 
companies act requires.

When I was new on the board, I drafted a board resolution that would 
make the membership list public because I believed that it was our duty 
to do so and transparency was important and a benefit to all members; I 
carefully floated that idea in the German forum and was shouted down by 
members who said they would quit if forced to reveal their residential 
address. I subsequently dropped the idea and didn't even bring it before 
a board meeting.

Bye
Frederik

-- 
Frederik Ramm  ##  eMail frederik at remote.org  ##  N49°00'09" E008°23'33"