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

[David Groom]

----- Original Message ----- 
From: "Simon Poole" <simon at poole.ch>
To: <osmf-talk at openstreetmap.org>
Sent: Friday, March 08, 2013 12:18 AM
Subject: Re: [Osmf-talk] OSMF Articles of Association - Discussion on 
Revision for 2013 AGM


>
> Am 08.03.2013 00:00, schrieb Clifford Snow:
>>
>> On Thu, Mar 7, 2013 at 2:21 PM, Dudley Ibbett
>> <dudleyibbett at hotmail.com <mailto:dudleyibbett at hotmail.com>> wrote:
>>
>>     Having had a quick look for AoA on the web I wouldn't say it is
>>     very common.  I have yet to find an example.  The proposal begs
>>     the question as to why would anyone want to be a member under the
>>     Act (i.e. having your address on the register) .  What would be
>>     the point?
>>
>>
>> I'm not a attorney nor do I have any familiarity with UK laws. However
>> searching for relevant documents, it appears to me that if you want to
>> be a member of OSMF, we need to provide OSMF with our name and
>> address. Looking at Amnesty International United Kingdom AoA [1]  I
>> see the same requirement. If any organization would want to keep
>> membership anonymous, they would be it.
>
> "informal membership" or "supporting member" turns up a number of hits.
>
> For example
> http://www.diabetes.org.uk/Documents/About%20Us/Governance/Legal_information/DiabetesUK-Articles-of-Association_2011.pdf
>

Simon

the example given by you for Diabetes UK, and the example later given by 
Richard Fairhurst about the Canal and River Trust are interesting, but I'm 
not sure they are relevant to the proposed changes of the AoA of OSMF. These 
examples quite clearly state that the additional class of members are not 
members of the company for the purposes of the Companies Act.

However the proposal for the changes to OSMF AoA are that the new membership 
class will have the same rights as current members, so the new class would 
be members for the purposes of the Companies Act.  It is therefore still 
unclear to me how the new class can have all the rights of members as 
defined by the Companies Act, without this class of member being a "member" 
as defined by the Companies Act, and therefore being required to be entered 
into the Register of Members ( which requires address details) [1]

Until the proposed changes to classes of membership in item 1 of the 
proposed changes is clarified, it'd difficult to comment on the other items 
numbered  2 -3.

David

[1] http://www.legislation.gov.uk/ukpga/2006/46/section/113

> At this point in time we are not proposing that the current "normal"
> membership class be in anyway restricted, we are just proposing an
> additional class. Note that a lot of organisations actually have very
> limited formal membership and I suspect what you think of as "AI"
> membership is completely informal (aka you fork the money over and that
> is it).
>
>>
>> Personally I don't have a problem with registering as long as there is
>> limited liability to me as an individual if OSMF closed its doors.
>> Unless we have good legal advise that membership does not require
>> giving name and address, then the only alternative is to organize in a
>> country with different membership requirements.
>>
>>
> Membership according to the companies act does require full address
> information, that is the reason that we are undertaking this effort in
> the first place, no need to ask a lawyer for the umpteenth time.
>
> IMHO (nothing I haven't voiced before) a UK company is less that ideal
> for a mass membership organisation, and a lot of the stuff that we are
> shoehorning on to the OSMF construct is a no-brainer in other
> jurisdictions with appropriate incorporation forms. But we need to get
> this issue off the table at last, down the road, one day, somebody may
> have the guts to propose and carry out a restructuring of the
> organisation, but that is not what is on the table now.
>
> Simon
>


--------------------------------------------------------------------------------


> _______________________________________________
> osmf-talk mailing list
> osmf-talk at openstreetmap.org
> http://lists.openstreetmap.org/listinfo/osmf-talk
>