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

[Simon Poole]

Am 12.03.2013 13:47, schrieb David Groom:
> ...
> 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.

David, we are not proposing that the members of the new member class be
members for the purposes of the Companies Act so we are actually are in
full agreement.  
>
> 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]
You are correct in that I was a bit sloppy in formulating that, the
intention is that they will have the same rights with respects to
elections and other votes, in other words the relevant stuff. Further
members of the board will have to be "regular" members. I've changed the
text on the website to make this a bit clearer. Note that this is not
something the board has dreamt up on its own, this is what we have been
told multiple times directly and indirectly since at least as far back
as 2009 by legal experts (with other words long before I had anything to
do with it).

Now it may be that they are mistaken and that when we get the actual
legal text we will have to go back to the drawing board, but I doubt it.
In that case we would have to ask ourselves if we can continue to use
the OSMF as the vehicle for mass membership long term, but I don't see
the short term impact on any of the other issues on the table.

Simon